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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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May 4, 1999 (April 20, 1999)
Date of Report (Date of earliest event reported)
TYLER CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10485 75-2303920
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
2800 W. Mockingbird Lane
Dallas, Texas 75235
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(Address of principal executive offices)
(214) 902-5086
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(Registrant's telephone number,
including area code)
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Item 2. Acquisition or Disposition of Assets.
On April 20, 1999, Tyler Corporation (the "Company") acquired Process,
Incorporated d/b/a Computer Center Software ("MUNIS"), a Maine Corporation. The
acquisition was consummated pursuant to the terms and conditions of an Agreement
and Plan of Merger, dated April 20, 1999, by and among the Company, Computer
Center Software Inc., a Delaware corporation and wholly-owned subsidiary of
Parent ("Merger Sub"), MUNIS, and the stockholders of MUNIS in which, among
other things, Merger Sub was merged with and into MUNIS. The stockholders of
MUNIS received in the merger aggregate consideration of $16,250,000 in cash and
2,702,703 shares of unregistered Tyler Common Stock. The Company financed the
cash portion of the consideration with borrowings under its senior credit
facility with NationsBank, N.A.
MUNIS, located in Falmouth, Maine, designs and develops integrated
financial and land management information systems for counties, cities, schools
and non-profit organizations.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Financial statements of MUNIS will be filed not later than 60
days after the date this initial report must be filed.
(b) Pro forma financial information.
Pro forma financial information reflecting the acquisition of
MUNIS will be filed not later than 60 days after the date this initial
report must be filed.
(c) Exhibits.
10.1 Agreement and Plan of Merger Agreement dated April 20, 1999, by
and among Tyler Corporation ("Parent"), Computer Center Software
Inc., a Delaware corporation and wholly-owned subsidiary of
Parent, Process, Incorporated d/b/a Computer Center Software, a
Maine corporation (the "Company"), and the stockholders of the
Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TYLER CORPORATION
Date: May 4, 1999 By: /s/ Theodore L. Bathurst
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Theodore L. Bathurst
Vice President and Chief Financial Officer
(principal financial officer)
Date: May 4, 1999 By: /s/ Brian K. Miller
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Brian K. Miller
Vice President and Chief Accounting Officer
And Treasurer
(principal accounting officer)
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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10.1 Agreement and Plan of Merger Agreement, dated April
20, 1999, by and among Tyler Corporation ("Parent"),
Computer Center Software Inc., a Delaware corporation
and wholly-owned subsidiary of Parent, Process,
Incorporated d/b/a Computer Center Software, a Maine
corporation (the "Company"), and the stockholders of
the Company.