SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4) of the Securities Exchange Act of 1934
COMPUTER RESEARCH, INC.
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(Name of Subject Company)
COMPUTER RESEARCH, INC.
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(Name of Person Filing Statement)
COMMON STOCK, WITHOUT PAR VALUE
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(Title of Class of Securities)
205327109
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(CUSIP Number of Class of Securities)
James L. Schultz, President
Computer Research, Inc.
Southpointe Plaza I, Suite 300, 400 Southpointe Boulevard
Canonsburg, Pennsylvania 15317
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(Name, address and telephone numbers of person
authorized to receive notice and communications
on behalf of the person filing statement)
Copy to:
John J. Zak, Esq.
Hodgson, Russ, Andrews, Woods & Goodyear, LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
On July 7, 2000, Computer Research, Inc. will issue a press release containing
the following text:
FOR IMMEDIATE RELEASE: July 7, 2000
<PAGE>
COMPUTER RESEARCH TO BE ACQUIRED
PITTSBURGH - Computer Research, Inc. (OTC BULLETIN BOARD: CRIX) today announced
that CRI Acquisition, Inc., a new corporation formed by Rodger O. Riney, the
founder and President of Scottrade, Inc., St. Louis, Missouri, has purchased an
aggregate of 1,403,495 shares of common stock of Computer Research or 34.76% of
the outstanding shares of the Company at a price of $2.42 per share from its two
founders, James L. Schultz, President and Chief Executive Officer and David J.
Vagnoni, Executive Vice President.
The Company and CRI Acquisition have also entered into a Purchase Agreement
providing, subject to certain conditions, for CRI Acquisition, or an affiliate,
to make a tender offer for all of the outstanding shares of common stock of the
Company at a price of $2.42 per share on or before July 31, 2000, or as soon as
practicable thereafter but no later than August 7, 2000.
Computer Research provides computerized accounting and record-keeping
support services to more than 40 securities broker/dealers, banks and other
financial institutions throughout the United States. Visit Computer Research at
www.crix.com.
Mr. Riney is the founder, President and Chief Executive Officer of
Scottrade, Inc. He has been active in the securities industry for more than 30
years and founded Scottrade in 1980. Scottrade, formerly, Scottsdale Securities,
Inc., is a securities brokerage firm that is registered with the SEC and the
NASD. Mr. Riney is also a director of Knight Trading Group, Inc. (Nasdaq NM:
NITE), a securities market maker.
Mr. Schultz stated "For some time now the management of Computer Research has
been seeking ways to enhance shareholder value and at the same time strengthen
its financial position and broaden its customer base. Mr. Riney with his
experience and knowledge of the financial industry will permit the Company to
continue to provide a high level of service on an independent basis from a
significant position of strength and provide us with the opportunity to grow our
business. I expect to remain with the Company as its President and Chief
Executive Officer and work with Mr. Riney in growing the business and developing
an orderly management succession plan."
Mr. Riney said "I am delighted to have the opportunity to move further into
the financial services industry. Computer Research has technology, experience
and a commitment to client service that I believe is unique within its industry
segment. I expect to help Computer Research strengthen its management team and
expand its business."
The Company also announced it has terminated its letter of intent with
SunGard Data Systems, Inc. of June 7, 2000 agreeing to be acquired at $2.00 per
share.
<PAGE>
IMPORTANT INFORMATION. The tender offer described in this announcement for the
outstanding shares of Computer Research, Inc. has not yet commenced. As soon as
the tender offer commences, a tender offer statement and a
solicitation/recommendation statement will be filed with the U.S. Securities and
Exchange Commission (SEC). The tender offer statement and the
solicitation/recommendation statement should be read when they become available
because they will contain important information about the tender offer. The
tender offer statement and the solicitation/recommendation statement and other
documents that are filed with the SEC can be obtained for free at the SEC's web
site at: www.sec.gov. In addition, documents filed with the SEC by Computer
Research or by CRI Acquisition will be available free of charge by directing a
written request to the Secretary of Computer Research at Southpointe Plaza I,
400 Southpointe Boulevard, Suite 300, Canonsburg, Pennsylvania 15317.
FORWARD LOOKING STATEMENTS. This release contains forward looking statements
that are subject to risks and uncertainties that could cause actual results to
differ materially from those projected in such statements. Potential risks and
uncertainties include but are not limited to, satisfaction of the conditions to
the commencement and closing of the tender offer set forth in the Purchase
Agreement, including the requirement that CRI Acquisition acquire more than
two-thirds of the Company's outstanding shares of Common Stock as a result of
the tender offer.
