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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ) *
COMPUTER RESEARCH, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
205327109
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(CUSIP Number)
Rodger O. Riney
CRI Acquisition, Inc.
12855 Flushing Meadows Drive, Suite 100
St. Louis, Missouri 63131
(800) 888-1980, ext. 1101
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 7, 2000
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(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), 13d-1(f) or 13d-1(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.
*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).
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SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. 205327 10 9 PAGE 2 OF 7 PAGES
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<S> <C>
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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
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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
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SHARES SHARED VOTING POWER
BENEFICIALLY 8
1,403,495
OWNED BY --------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH
9
REPORTING
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SHARED DISPOSITIVE POWER
PERSON
10
WITH 1,403,495
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,403,495
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
12
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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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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<TABLE>
<CAPTION>
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CUSIP NO. 205327 10 9 PAGE 3 OF 7 PAGES
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<S> <C>
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) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS *
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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NUMBER OF SOLE VOTING POWER
7
SHARES ------------------------------------------------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,403,495
OWNED BY EACH ------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 9
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PERSON WITH SHARED DISPOSITIVE POWER
10
1,403,495
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,403,495
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
34.8%
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TYPE OF REPORTING PERSON *
14
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Statement") relates to the shares
of common stock, no par value (the "Common Stock"), of Computer Research, Inc.,
a Pennsylvania corporation (the "Issuer"), which has its principal executive
offices at Southpointe Plaza I, 400 Southpointe Boulevard, Suite 300,
Canonsburg, Pennsylvania 15317-8539.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Statement are CRI Acquisition, Inc. ("CRI
Acquisition") and Rodger O. Riney ("Riney"). CRI Acquisition is a
new corporation formed for the sole purpose of entering into the
transactions to which this Statement relates. Riney is the sole
executive officer (President, Treasurer and Secretary), sole
director and sole stockholder of CRI Acquisition. As such, Riney is
in a position, directly and indirectly, to determine the investment
and voting decisions made by CRI Acquisition.
(b) The address of CRI Acquisition's principal business and its
principal office is 12855 Flushing Meadows Drive, Suite 100, St.
Louis, Missouri 63131. Riney's business address is 12855 Flushing
Meadows Drive, Suite 100, St. Louis, Missouri 63131.
(c) Riney is the President and Chief Executive Officer of Scottrade,
Inc. ("Scottrade"), a brokerage firm with its principal business
address at 12855 Flushing Meadows Drive, Suite 100, St. Louis,
Missouri 63131.
(d) Neither CRI Acquisition nor Riney has, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Except as set forth below, neither CRI Acquisition nor Riney has,
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.
Riney, Scottrade, and a Scottrade branch manager were jointly named
as defendants in an NASD arbitration proceeding filed in January
1999 (NASD Case #99-00028). The claimant in the proceedings was a
Scottrade customer whose stock in Johnson & Johnson was sold by
Scottrade because timely payment for the purchase of the stock was
not received. Claimant alleged that when Scottrade liquidated his
position because of nonpayment, Scottrade's failure to provide
notice of the sale constituted a misrepresentation. Claimant sought
an award of 4,227. In January, 2000, the arbitrator determined in
full and final resolution of the issues submitted that the
defendants were jointly and severally liable to claimant for $1,000.
All other requested relief was denied. The award contained no
specific findings of any violations of any law or rule or that a
misrepresentation had occurred. Riney never had any direct dealings
with the claimant and was apparently named in the proceeding solely
as a result of being the President of Scottrade.
(f) CRI Acquisition is a Delaware corporation. Riney is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 7, 2000, CRI Acquisition purchased 1,403,495 shares of Common
Stock of Issuer at a price of $2.42 per share, for a total purchase price of
$3,396,457.90 in cash. The purchase price was contributed to CRI Acquisition by
Riney out of his personal funds. The purchase was made pursuant to a Purchase
Agreement among James L. Schultz, James L. Schultz and Helen D. Schultz as
Tenants by the Entirety and as Joint Tenants, David J. Vagnoni,
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Issuer and CRI Acquisition dated as of July 7, 2000 (the "Purchase Agreement").
Mr. Schultz and Mr. Vagnoni are officers and directors of Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction is to acquire control of Issuer. Under
the terms of the Purchase Agreement, CRI Acquisition is obligated to commence a
cash tender offer for the remaining outstanding shares of Common Stock of Issuer
at $2.42 per share of Common Stock. In the event CRI Acquisition does not
acquire all of the outstanding shares of Common Stock of Issuer pursuant to the
tender offer, CRI Acquisition must then enter into a merger agreement under
which Issuer will be merged with and into a wholly owned subsidiary of CRI
Acquisition and the remaining stockholders of Issuer will receive $2.42 per
share of Common Stock in cash in exchange for their shares of stock of Issuer,
resulting in CRI Acquisition becoming the sole stockholder of Issuer. In
accordance with the Purchase Agreement, CRI Acquisition's obligation to commence
the tender offer, purchase the shares tendered thereunder and, if necessary, to
consummate the merger is subject to certain conditions, including the absence of
litigation seeking to restrict or prevent the tender offer, the absence of any
competing offers and the absence of a material adverse change in the business,
financial condition or assets of the Issuer.
In accordance with the Purchase Agreement, CRI Acquisition has agreed
that neither it nor any of its affiliates will seek to elect any members of the
Issuer's Board of Directors or seek to influence or change the management
policies of the Issuer in any way until after the completion or abandonment of
the cash tender offer and subsequent merger. In accordance with the Purchase
Agreement, upon the occurrence of certain conditions, including the abandonment
of or failure to consummate the tender offer, CRI Acquisition shall have the
right to designate such number of directors as will give CRI Acquisition
representation on the Board of Directors of Issuer equal to the percentage of
outstanding Common Stock of Issuer owned by CRI Acquisition.
The Purchase Agreement contains a provision restricting the Issuer and
its affiliates from soliciting, initiating or encouraging, or engaging in
discussions or negotiations with any person that has made or is considering
making an acquisition proposal for the Issuer.
The description of the Purchase Agreement contained herein does not
purport to be complete, and is qualified in its entirety by reference to such
Purchase Agreement, which is filed as Exhibit 2 to this Statement.
Riney and CRI Acquisition currently intend to operate Issuer on an
independent basis in substantially the same manner as it currently operates.
Neither CRI Acquisition or Riney have any plan to make material changes in the
business or corporate structure of Issuer. Except as described in this Item 4,
none of the reporting persons have any plans or proposals that relate to or
would result in any matters required to be disclosed in response to paragraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Amount Beneficially Owned: As of July 7, 2000, CRI Acquisition was
the direct beneficial owner of 1,403,495 shares of Common Stock,
constituting 34.8% of the outstanding Common Stock. Riney, by virtue
of his relationship to CRI Acquisition (as disclosed in Item 2),
beneficially owns the shares of Common Stock that CRI Acquisition
owns.
(b) Voting and Dispositive Power: CRI Acquisition and Riney may be
deemed to have shared voting and dispositive power as to the
1,403,495 shares of Common Stock, which represents approximately
34.8% of the issued and outstanding shares of Common Stock.
(c) Transactions within the last 60 days: Other than as described in
Item 3 above, neither CRI Acquisition nor Riney has effected any
transactions involving the Common Stock within the last 60 days.
(d) Right to Receive Dividends: No other person is known to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock
beneficially owned by CRI Acquisition.
Page 5 of 7
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
CRI Acquisition acquired its direct beneficial ownership of the
1,403,495 shares of Common Stock pursuant to the terms of the Purchase
Agreement. The foregoing description of the terms of the Purchase Agreement is
qualified in its entirety by reference to Exhibit 2, which is hereby
incorporated by reference.
Riney has entered into a Financial Advisory Agreement with Sanders
Morris Harris ("SMH") dated June 30, 2000 (the "Advisory Agreement"), which
retains SMH to act as financial advisor to Riney in connection with the
acquisition of the Issuer. As compensation to SMH, Riney is obligated to pay a
formula-based fee calculated upon the purchase price of the Issuer. Riney has
agreed to reimburse SMH for its reasonable out-of-pocket expenses incurred in
connection with the engagement, and to indemnify SMH and certain related persons
against certain liabilities and expenses in connection with the engagement. A
form of the Advisory Agreement is attached as Exhibit 3 to this Statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement
2. Purchase Agreement
3. Advisory Agreement
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: July 17, 2000
CRI ACQUISITION, INC.
Signature: /s/ Rodger O. Riney
---------------------------------
Rodger O. Riney, President,
Treasurer and Secretary
/s/ Rodger O. Riney
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Rodger O. Riney
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1. Joint Filing Agreement
2. Purchase Agreement
3. Advisory Agreement
