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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
(Amendment No. 2 - Final Amendment)
Computer Research, Inc.
(Name of Subject Company (Issuer))
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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[ ] 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.
[ ] 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: [X}
This Amendment No. 2, the final amendment, amends and supplements the
Tender Offer Statement on Schedule TO (as amended and supplemented, the
"Schedule TO") filed with the Securities and Exchange Commission on August 4,
2000, by CRI Acquisition, Inc., a Delaware corporation (the "Purchaser"), and
Rodger O. Riney, the President, Treasurer, Secretary, sole director and sole
shareholder of the Purchaser, with respect 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 (which together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
Offer to Purchase and the Letter of Transmittal were filed as exhibits to the
Schedule TO.
The Schedule TO is hereby amended and supplemented by adding the
following:
"The Offer expired at 5:00 p.m., New York City time, on
Friday, September 1, 2000. Pursuant to the Offer and based upon the
report of the Depositary, the Purchaser has accepted for payment
approximately 2,226,434 shares, which were validly tendered and not
withdrawn (including approximately 5,651 shares tendered by guaranteed
delivery), or approximately 90% of the outstanding shares when combined
with the 1,403,495 shares purchased by the Purchaser on July 7, 2000.
Reference is hereby made to the press release dated September
5, 2000, which is attached hereto as Exhibit (a)(1)(I) and is
incorporated herein by reference."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by the following:
(a)(1)(I) Text of Press Release issued by CRI Acquisition, Inc. on
September 5, 2000.
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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 is
true, complete and correct.
Date: September 5, 2000
/s/ RODGER O. RINEY
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Rodger O. Riney
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EXHIBIT INDEX
Exhibit No. Description
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(a)(1)(I) Text of Press Release issued by CRI Acquisition, Inc. on
September 5, 2000
