1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Computer Research, Inc.
(Name of Subject Company (Issuer))
CRI Acquisition, Inc.
Rodger O. Riney
(Name of Filing Persons (Offeror))
Common Stock, No Par Value
(Title of Class of Securities)
205327109
(CUSIP Number of Class of Securities)
Rodger O. Riney
CRI Acquisition, Inc.
12855 Flushing Meadows Drive
St. Louis, Missouri 63131
(800) 888-1980, ext. 1101
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
Copy to:
Bryan W. Baker
Gardere Wynne Sewell & Riggs, L.L.P.
1000 Louisiana, Suite 3400
Houston, Texas 77002-5007
(713) 276-5754
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CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$6,374,106 $1,275
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* For purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of 2,633,928 shares of common stock of
Computer Research, Inc. at the offer price of $2.42 per share. The
amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities and Exchange Act of 1934, as amended, equals 1/50 of 1%
of the transaction value.
[ ] Check the box if any part of the filing fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
--------------------- -------------
Form or Registration No.: Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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SCHEDULE 13D
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CUSIP NO. 205327 10 9
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NAME OF REPORTING PERSON
1 SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRI Acquisition, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS *
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
NUMBER OF 7
---------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 1,403,495
8
OWNED BY ---------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH
9
REPORTING ---------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON
1,403,495
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,403,495
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
34.8%
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TYPE OF REPORTING PERSON *
14
CO
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SCHEDULE 13D
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CUSIP NO. 205327 10 9
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NAME OF REPORTING PERSON
1 SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodger O. Riney
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
2 (b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS *
4
PF
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
SHARES ---------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY
8
1,403,495
OWNED BY ---------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH
9
REPORTING ---------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON
10
WITH 1,403,495
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,403,495
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
34.8%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON *
14
IN
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SCHEDULE TO
TENDER OFFER STATEMENT/AMENDMENT NO. 1 TO SCHEDULE 13D
This statement constitutes (i) a Tender Offer Statement on Schedule TO
of CRI Acquisition, Inc., a Delaware corporation (the "Purchaser"), and Rodger
O. Riney, the President, Treasurer, Secretary, sole director and sole
shareholder of the Purchaser, and (ii) an Amendment No. 1 to the Schedule 13D
filed by the Purchaser and Rodger O. Riney. This Schedule TO relates to the
offer by the Purchaser to purchase all of the outstanding shares of common
stock, no par value, of Computer Research, Inc., a Pennsylvania corporation
("Computer Research"), at $2.42 per share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
August 4, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and
(a)(1)(B), respectively (which together with any amendments or supplements
thereto, collectively constitute the "Offer"). The item numbers and responses
thereto are set forth below in accordance with the requirements of Schedule TO.
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated by reference in answer to all of the items in this
Schedule TO except those items as to which information is specifically provided
herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Neither the Purchaser nor Riney has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state securities
laws or, except as setforth in the Offer to Purchase, finding any violation of
such laws.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The Purchaser and Riney have retained MacKenzie Partners, Inc. to act
as the information agent in connection with the Offer. The Purchaser and Riney
have agreed to pay MacKenzie Partners a fee of $5,000, and to reimburse
MacKenzie Partners for out-of-pocket expenses, in connection with its services
as information agent.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
EXHIBIT
(a)(1)(A) Offer to Purchase dated August 4, 2000.
(a)(1)(B) Form of Letter of Transmittal.
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(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(F) Text of Press Release issued by Computer Research,
Inc. and CRI Acquisition, Inc. on August 4, 2000.
(a)(1)(G) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(1)(H) Text of Press Release issued by Computer Research,
Inc. on July 7, 2000 (incorporated by reference to
the Schedule TO filed by CRI Acquisition, Inc. on
July 7, 2000.)
(b) Not applicable.
(d)(1) Purchase Agreement, dated as of July 7, 2000, among
James L. Schultz, James L. Schultz and Helen D.
Schultz, as Tenants by the Entireties and as Joint
Tenants, David J. Vagnoni, Computer Research, Inc.
and CRI Acquisition, Inc.
(d)(2) First Amendment to Purchase Agreement, dated as of
August 1, 2000, among James L. Schultz, James L.
Schultz and Helen D. Schultz, as Tenants by the
Entireties and as Joint Tenants, David J. Vagnoni,
Computer Research, Inc. and CRI Acquisition, Inc.
(d)(3) Financial Advisory Agreement between CRI Acquisition,
Inc. and Sanders Morris Harris Inc. dated June 30,
2000 (incorporated by reference to Exhibit 3 to the
Schedule 13D filed on July 17, 2000 by CRI
Acquisition, Inc. and Rodger O. Riney).
(d)(4) First Amendment to Financial Advisory Agreement
between CRI Acquisition, Inc. and Sanders Morris
Harris Inc. dated August 1, 2000.
(g) Not applicable.
(h) Not applicable.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify that the information set forth in this amendment and
this statement is true, complete and correct.
Date: August 4, 2000
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CRI ACQUISITION, INC.
By: /s/ RODGER O. RINEY
--------------------------------------
Rodger O. Riney
President, Treasurer and Secretary
/s/ RODGER O. RINEY
--------------------------------------
Rodger O. Riney
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase dated August 4, 2000.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(F) Text of Press Release issued by Computer Research,
Inc. and CRI Acquisition, Inc. on August 4, 2000.
(a)(1)(G) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(1)(H) Text of Press Release issued by Computer Research,
Inc. on July 7, 2000 (incorporated by reference to
the Schedule TO filed by CRI Acquisition, Inc. on
July 7, 2000).
(d)(1) Purchase Agreement, dated as of July 7, 2000, among
James L. Schultz, James L. Schultz and Helen D.
Schultz, as Tenants by the Entireties and as Joint
Tenants, David J. Vagnoni, Computer Research, Inc.
and CRI Acquisition, Inc.
(d)(2) First Amendment to Purchase Agreement, dated as of
August 1, 2000, among James L. Schultz, James L.
Schultz and Helen D. Schultz, as Tenants by the
Entireties and as Joint Tenants, David J. Vagnoni,
Computer Research, Inc. and CRI Acquisition, Inc.
(d)(3) Financial Advisory Agreement between CRI Acquisition,
Inc. and Sanders Morris Harris Inc. dated June 30,
2000 (incorporated by reference to Exhibit 3 to the
Schedule 13D filed on July 17, 2000 by CRI
Acquisition, Inc. and Rodger O. Riney).
(d)(4) First Amendment to Financial Advisory Agreement
between CRI Acquisition, Inc. and Sanders Morris
Harris Inc. dated August 1, 2000.