1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
____________
OCTOBER 16, 1997
(Date of Report)
TYLER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10485 75-2303920
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
3200 SAN JACINTO TOWER
2121 SAN JACINTO STREET
DALLAS, TX 75201
(Address of principal executive offices)
(214) 754-7800
(Registrant's telephone number,
including area code)
- --------------------------------------------------------------------------------
2
ITEM 5. OTHER EVENTS
On October 8, 1997, Tyler Corporation ("Tyler") announced the signing
of definitive agreements to acquire two companies -- Business Resources
Corporation ("Business Resources") of Dallas, Texas, and The Software Group,
Inc. (the "Software Group") of Plano, Texas. These transactions are subject to
Tyler shareholder approval and customary regulatory approvals, including
Hart-Scott-Rodino.
Business Resources and the Software Group provide integrated
information management services, systems, and outsourcing to approximately 200
county governments principally in the Southwest.
The combined purchase price for these companies is 12 million shares
of Tyler stock and $40 million of cash and debt assumption.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
Exhibit
Number Exhibit
------- -------
10.25 Agreement and Plan of Merger Among Tyler
Corporation, T1 Acquisition Corporation,
Business Resources Corporation and William
D. Oates dated October 8, 1997.
10.26 Agreement and Plan of Merger Among Tyler
Corporation, T2 Acquisition Corporation, The
Software Group, Inc., Brian B. Berry and
Glenn A. Smith dated October 8, 1997.
20.01 Press Release dated October 8, 1997.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TYLER CORPORATION
By: /s/ David P. Tusa
------------------------------
David P. Tusa,
Senior Vice President and
Chief Financial Officer
(principal financial officer)
By: /s/ Scott R. Creasman
------------------------------
Scott R. Creasman,
Vice President and Controller
(principal accounting officer)
Date: October 16, 1997
4
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
10.25 Agreement and Plan of Merger Among Tyler Corporation, T1 Acquisition
Corporation, Business Resources Corporation and William D. Oates
dated October 8, 1997.
10.26 Agreement and Plan of Merger Among Tyler Corporation, T2
Acquisition Corporation, The Software Group, Inc., Brian B. Berry and
Glenn A. Smith dated October 8, 1997.
20.01 Press Release dated October 8, 1997.