-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cws1sqe0vQYphE6gdLJVpm1j9mT3BunEJ59fPEdXkTZ6s/4ukB9gUaEjP9XcvYpw oVZ0gDnzAM6iLEY7ONeQpQ== 0000950134-02-013425.txt : 20021105 0000950134-02-013425.hdr.sgml : 20021105 20021105171727 ACCESSION NUMBER: 0000950134-02-013425 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TYLER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000860731 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 752303920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-04132 FILM NUMBER: 02810252 BUSINESS ADDRESS: STREET 1: 2800 W MOCKINGBIRD LANE CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2147547800 MAIL ADDRESS: STREET 1: 2121 SAN JACINTO STREET STREET 2: SUITE 3200 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TYLER THREE INC DATE OF NAME CHANGE: 19600201 FORMER COMPANY: FORMER CONFORMED NAME: TYLER CORP /NEW/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OATES WILLIAM D CENTRAL INDEX KEY: 0001056742 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2800 WEST MOCKINGBIRD LN CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2149025000 MAIL ADDRESS: STREET 1: 2800 W MOCKINGBIRD LN CITY: DALLAS STATE: TX ZIP: 75235 SC 13D/A 1 d00915a5sc13dza.txt AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5)(1) ---------- TYLER TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 902184100 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. William D. Oates, 2911 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219, (214) 520-1660 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (PAGE 1 OF 5 PAGES) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 5 Pages 13D CUSIP NO. 902184100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) William D. Oates - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 4,984,750 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 3,384,750 WITH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,984,750 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILING OUT! Page 3 of 5 Pages SCHEDULE 13D CUSIP NO. 902184100 Item 1. Security and Issuer. This Schedule 13D, Amendment No. 5 (this "Filing"), relates to the Common Stock, $0.01 par value ("Tyler Common Stock") of Tyler Technologies, Inc., a Delaware corporation (the "Company"), which has its principal executive offices located at 5949 Sherry Lane, Dallas, Texas 75225. The purpose of this Filing is to report a decrease in William D. Oates' beneficial ownership of Tyler Common Stock. Item 2. Identity and Background. (a) William D. Oates ("Mr. Oates"). (b) 2911 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219. (c) President of eiStream, Inc. ("eiStream"), a document imaging company wholly owned by Mr. Oates. (d) Mr. Oates has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Oates has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Oates is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. On February 19, 1998, the Company acquired Business Resources Corporation, a Texas corporation ("BRC"). As a result of the acquisition, the 87,765 shares of BRC common stock beneficially owned by Mr. Oates were converted into 8,765,000 shares of Tyler Common Stock and cash. Since his initial acquisition of shares of Tyler Common Stock, Mr. Oates has made the following acquisitions and dispositions of Tyler Common Stock:
SHARES ACQUIRED DATE OR DISPOSED TYPE OF TRANSACTION ---- ---------------- ------------------- November 1998 300,000 Release of shares held under collateral pledge arrangements December 1998 400,000 Gifts to various charities April 1999 300,000 Release of shares held under collateral pledge arrangements December 1999 6,000 Gift to charity March 2000 8,000 Gifts to various charities August 2000 654,276 Transfer in payment for the purchase of certain assets September 2000 876,350 Transfer in payment for the purchase of certain assets November 2001 1,530,626 Purchase in privately negotiated transaction June 2002 215,000 Contribution to capital of eiStream and subsequent distribution to individuals August 2002 1,105,000 Sale to the Company and contribution to capital of eiStream and subsequent distribution to individual October 2002 400,000 Transfer to the Company in exchange for certain assets
Page 4 of 5 Pages On November 1, 2002, Mr. Oates transferred an aggregate of 1,046,250 shares of Tyler Common Stock to a limited partnership and an individual in exchange for certain assets. Item 4. Purpose of Transaction. Mr. Oates initially acquired beneficial ownership of more than 5% of the Tyler Common Stock as a result of the 1998 acquisition of BRC by the Company and holds his Tyler Common Stock for investment purposes. Mr. Oates does not have any specific plans or proposals which relate to or would result in: the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company; any change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of securities of the Company becoming eligible for termination or registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any action similar to any of those enumerated above; but Mr. Oates reserves the right to propose or undertake or participate in any of the foregoing actions in the future. Item 5. Interest in Securities of the Issuer. (a) Mr. Oates beneficially owns 4,984,750 shares of Tyler Common Stock, which represents 10.8% of the outstanding Tyler Common Stock. With respect to 1,600,000 of the shares of Tyler Common Stock beneficially owned by Mr. Oates, sole voting power and record ownership was retained pursuant to a collateral pledge arrangement securing payment for 1,600,000 of such shares sold to William Hunter Oates. The calculations of the percentage of outstanding Tyler Common Stock are based upon 46,216,733 shares of Tyler Common Stock outstanding on October 30, 2002 as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. (b) Mr. Oates has the sole power to vote 4,984,750 shares of Tyler Common Stock and the sole power to dispose of 3,384,750 shares of Tyler Common Stock. (c) On August 16, 2002, eiStream granted the Company an option on or before December 1, 2002 to acquire 400,000 shares of Tyler Common Stock, at the Company's option, in exchange for the transfer of certain of the Company's assets (the "Option"). eiStream assigned its right to acquire the assets to Mr. Oates. Mr. Oates escrowed the 400,000 shares subject to the Option with the Company to secure the obligations under the Option. The Company exercised its option on October 30, 2002 and took possession of the shares it held pursuant to the escrow arrangement. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the sale arrangements with William Hunter Oates described in Item 5(a), pending full payment of the purchase price for the shares sold to such person, Mr. Oates retains sole voting power and record ownership of such shares and may therefore be deemed to be the beneficial owner of such 1,600,000 shares of Tyler Common Stock. Item 7. Material to be Filed as Exhibits. None. Page 5 of 5 Pages Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this Filing is true, complete and correct. November 5, 2002 /s/ William D. Oates ------------------------------------- WILLIAM D. OATES -----END PRIVACY-ENHANCED MESSAGE-----