<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
COMPUTER LANGUAGE RESEARCH, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
COMPUTER LANGUAGE RESEARCH, INC.
2395 MIDWAY ROAD
CARROLLTON, TEXAS 75006
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 30, 1996
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of the Shareholders
(the "Meeting") of Computer Language Research, Inc., a Texas corporation (the
"Corporation"), will be held in the auditorium of the Corporation's headquarters
at 2395 Midway Road, Carrollton, Texas 75006, Tuesday, April 30, 1996, at 9:30
A.M., local time, for the following purposes:
(1) To elect seven directors to hold office until the next annual
meeting of shareholders or until their successors are duly elected and
qualified.
(2) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Information concerning the matters to be acted upon at the Meeting is set
forth in the accompanying Proxy Statement.
The close of business on March 8, 1996, has been fixed by the Board of
Directors as the record date for determining shareholders entitled to notice of
and to vote at the Meeting and any adjournment thereof. Only shareholders of
record at the close of business on that date are entitled to notice of and to
vote at the Meeting and any adjournment thereof. For a period of at least ten
days prior to the Meeting, a complete list of shareholders entitled to vote at
the Meeting shall be open to examination by any shareholder during normal
business hours at the Corporation's headquarters at 2395 Midway Road,
Carrollton, Texas 75006.
SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING. SHAREHOLDERS
WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY SO
DESIRE.
By Order of the Board of Directors
DOUGLAS H. GROSS
Secretary
Carrollton, Texas
April 1, 1996
<PAGE> 3
COMPUTER LANGUAGE RESEARCH, INC.
2395 MIDWAY ROAD
CARROLLTON, TEXAS 75006
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 30, 1996
This Proxy Statement, which is first being mailed on or about April 1,
1996, to shareholders of record as of March 8, 1996 of Computer Language
Research, Inc. (the "Corporation"), is furnished in connection with the
solicitation by the Board of Directors of the Corporation of proxies to be voted
at the 1996 Annual Meeting of Shareholders (the "Meeting") at the time and place
and for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
Unless a shareholder otherwise specifies, all shares represented by valid
proxies will be voted (i) FOR the election of the seven persons named in this
Proxy Statement under the heading Election of Directors as nominees for
directors of the Corporation, and (ii) at the discretion of the proxy holders,
on any other matter that may properly come before the Meeting or any adjournment
thereof. A shareholder's proxy may be revoked at any time prior to its exercise.
Written notice of such revocation should be provided to KeyCorp Shareholder
Services, P.O. Box 971154, Cleveland, Ohio 44197-1155, Attention: Proxy
Department, prior to April 30, 1996. If notice of revocation is not received at
such office prior to such date, a shareholder may nevertheless revoke a proxy if
such shareholder attends the Meeting and votes in person. Attendance at the
Meeting will not automatically revoke a proxy, but a shareholder in attendance
may request a ballot and vote in person, thereby revoking a previously granted
proxy.
RECORD DATE AND VOTING SECURITIES
The record date for determining the shareholders entitled to notice of and
to vote at the Meeting and any adjournment thereof is March 8, 1996 (the "Record
Date"), on which date the Corporation had issued and outstanding 14,176,779
shares of common stock, $0.01 par value per share (the "Common Stock"). These
shares were registered in the names of 447 shareholders.
QUORUM AND VOTING
The presence at the Meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to constitute a
quorum. If a quorum should not be present, the Meeting may be adjourned from
time to time until a quorum is obtained. Abstentions are counted for purposes of
determining whether a quorum is present at the Meeting. Broker non-votes are
counted for purposes of determining whether a quorum is present on any
particular matter only if authority to vote on the matter is granted by the
respective proxy.
A holder of shares of Common Stock on the Record Date shall be entitled to
one vote per share with regard to each nominee for director and on each other
matter to be voted on at the Meeting. Cumulative voting in the election of
directors is prohibited.
In order to be elected a director, a nominee must receive the affirmative
vote of the holders of a majority of the shares of Common Stock present, in
person or by proxy, at the Meeting.
A shareholder may, with respect to election of directors, (i) vote FOR the
election of all seven director nominees named in this Proxy Statement, (ii) vote
for the election of all such director nominees other than any nominee or
nominees with respect to whom the shareholder withholds authority to vote, or
(iii) WITHHOLD authority to vote for all seven director nominees named herein by
so indicating in the appropriate space on the proxy card.
<PAGE> 4
A shareholder attending the Meeting and voting in person may, with respect
to each other matter coming before the Meeting, (i) vote FOR the matter, (ii)
vote AGAINST the matter, or (iii) ABSTAIN from voting on the matter.
For purposes of determining the number of votes cast with respect to any
voting matter, only those cast FOR or AGAINST are included. Abstentions have the
effect of negative votes. Broker non-votes will not affect the outcome of the
election. Shares will be voted as instructed in the accompanying proxy card on
each matter submitted to shareholders. If no instructions are given, the shares
will be voted FOR the election of all seven director nominees named herein.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation, pursuant to the Bylaws, has by
resolution fixed the number of directors of the Corporation at seven. All seven
directors of the Corporation are to be elected at the Meeting. Those nominated
by the Board of Directors are: Francis W. Winn, Stephen T. Winn, Dr. David L.
Winn, Alfred R. Berkeley, III, James R. Dunaway, Jr., Merle J. Volding and Max
D. Hopper. It is intended that the names of these persons will be placed in
nomination at the Meeting and that the persons named as proxies on the proxy
card will vote for their election. Each director elected will hold office until
the next annual meeting of shareholders or until his successor shall have been
duly elected and qualified. Each nominee for director has consented to his
nomination as a director and, so far as the Board of Directors and the
management of the Corporation are aware, will serve as a director if elected. In
case any nominee is unable to serve or for good cause will not serve, the
proxies will have discretionary authority in that instance to vote the proxy for
a substitute designated by the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE
CORPORATION VOTE FOR ALL OF THE NOMINEES FOR DIRECTOR.
BACKGROUND AND BUSINESS EXPERIENCE OF NOMINEES
Francis W. Winn, 78, the founder of the Corporation and a director since
1969, served as its Chairman of the Board and President from February, 1969
until May, 1977, and continues to serve as Chairman of the Board. Prior to
founding the Corporation, Mr. Winn was employed by various petroleum or
petroleum-related companies in research management. Mr. Winn is the father of
Stephen T. Winn and Dr. David L. Winn, and the father-in-law of James R.
Dunaway, Jr., all directors of the Corporation.
Stephen T. Winn, 49, has served as a director since 1969, and as President
and Chief Executive Officer since May, 1977. Mr. Winn served as Executive Vice
President from 1971 until his election as President in 1977. Mr. Winn was
selected as a Sloan Fellow at Stanford University in 1980 and holds an M.M.S.
Degree in Management Science from Stanford. He has served as a member of the
Stanford University Sloan Advisory Board, American Business Conference and the
American Electronics Association, and is an executive board member of the Circle
Ten Council of the Boy Scouts of America and a trustee for the St. Mark's School
of Texas.
David L. Winn, M.D., 39, a director since 1987, previously served as a
director from 1977 to 1984. Currently, Dr. Winn practices primary care medicine
in Cedar Park, Texas, is a director of the Hill Country Medical Ministries and
is a founder of Firestorm Productions, a producer of multi-media entertainment
software.
Alfred R. Berkeley, III, 51, a director since 1989, has been a Managing
Director of Alex. Brown & Sons, Incorporated, an investment banking firm, since
1972, with an exception of a 2 1/2 year leave of absence during which he served
as Chairman and Chief Executive Officer of Rabbit Software Corp., which provides
products and services for microcomputer network communications. Mr. Berkeley
started in Alex. Brown's Research Department, managed the firm's Information
Systems Division and moved to the Mergers and Acquisitions Department. Since
mid-1991, Mr. Berkeley has been involved with the Investment Banking Division.
In addition to his responsibilities at Alex. Brown, Mr. Berkeley is currently a
director of IMNET, Cognos
2
<PAGE> 5
Incorporated, and the University City Science Center -- a high technology
"incubator" owned by the colleges and universities in the Delaware Valley. He
has been a director of Nasdaq, Inc., Safeguard Scientifics and Comshare, Inc..
Mr. Berkeley is Chairman of the Corporation's Audit Committee and a member of
its Compensation Committee.
James R. Dunaway, Jr., 47, a director since 1982, is the founder and owner
of Dunaway Associates, Inc., Engineers-Planners of Fort Worth, Texas and
Phoenix, Arizona. Since 1981, Mr. Dunaway has been an active real estate
investor and developer in the Dallas/Fort Worth area. Mr. Dunaway is a
registered Professional Engineer and Registered Professional Land Surveyor in
the State of Texas. He is a member of the Corporation's Compensation Committee.
Merle J. Volding, 72, a director since 1989, currently serves as a director
and consultant to BancTec, Inc., a provider of integrated financial transaction
processing systems, applications software, and support services, where he served
as a director, Chairman of the Board, and Chief Executive Officer from 1974
until 1986. He is Chairman of the Corporation's Compensation Committee and a
member of its Audit Committee.
Max D. Hopper, 61, a director since August 1994, served at AMR
Corporation -- an air transportation company and provider of information
services to the travel and transportation industry -- as senior vice president
from 1985 through January 1995 and as chairman of The SABRE Group from April
1993 through January 1995. After retiring from AMR, Mr. Hopper founded Max D.
Hopper Associates, a consulting firm specializing in creating benefits from the
strategic use of advanced information technologies. He serves on the boards of
Gartner Group, VTEL Corporation, Gupta Corporation, Scopus Technology and USDATA
Corporation. He is a member of the Corporation's Compensation and Audit
Committees.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors meets on a regularly scheduled basis to review
significant developments affecting the Corporation and to act on matters
requiring Board approval. It also holds special meetings, including telephonic
meetings, between scheduled meetings when the need arises. The Board of
Directors held six meetings during the 1995 fiscal year. During such period and
during their terms of office, each current member and nominee of the Board
participated in at least 75% of the aggregate of all Board meetings and all
applicable committee meetings.
The Board of Directors has established standing Audit and Compensation
Committees whose functions and the number of meetings held during the 1995
fiscal year are described below. The members of these Committees have been
identified above under the heading Background and Business Experience of
Nominees. The Board of Directors does not have a Nominating Committee; rather,
the Board functions as a committee of the whole to nominate candidates for Board
membership.
Audit Committee. The Audit Committee recommends to the Board of Directors
the appointment of independent auditors for the Corporation and monitors the
performance of such auditors; reviews and approves the scope of the annual
audit; reviews with the independent auditors in February of each year the
results of the audit for the prior fiscal year before the earnings report for
such fiscal year is released publicly; reviews and evaluates with management
quarterly financial statements; reviews with management the scope and adequacy
of internal accounting controls; reviews and evaluates the objectivity,
effectiveness and resources of the internal audit function; evaluates problem
areas having a potential financial impact on the Corporation which may be
brought to its attention by management, the independent auditors, or the Board
of Directors and reviews certain public financial reporting documents of the
Corporation. The members of the Audit Committee confer privately with the
independent auditors. The Audit Committee met three times during the 1995 fiscal
year.
Compensation Committee. As described more fully in the Report of the
Compensation Committee on Executive Compensation, the Compensation Committee has
responsibility to review and approve executive compensation plans and packages.
The Compensation Committee met four times during the 1995 fiscal year.
3
<PAGE> 6
Compensation of Directors. During 1995, each non-employee director received
a $1,000 per month retainer. Audit and Compensation Committee members received
$250 per month for serving on each committee. Non-employee directors were also
paid $1,000 per day for each day of attendance at Board meetings and were
reimbursed for their out-of-pocket expenses in attending meetings. Non-employee
directors participate in the Computer Language Research, Inc., Non-Employee
Directors' 1994 Stock Option Plan, pursuant to which, options in the indicated
amounts were granted to Messrs. Berkeley (2500), Hopper (2500), Volding (2500)
and Dunaway (2500) and to Dr. Winn (2500) during fiscal year 1995.
CERTAIN TRANSACTIONS WITH EXECUTIVE OFFICER
Effective September 24, 1993, the Corporation guaranteed the repayment of a
four-year $2.0 million loan by a bank ("Bank") to the Corporation's President.
Payment of the President's $2.0 million bank loan was secured by a $2.0 million
letter of credit in favor of the Bank, the Corporation being the account party,
and was further secured by a Corporate Guarantee and by 752,000 shares of Common
Stock of the Corporation pledged to the Bank by the Corporation's President.
This arrangement was terminated at the request of the President on December 21,
1995.
4
<PAGE> 7
BENEFICIAL OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS,
DIRECTORS AND NAMED EXECUTIVE OFFICERS
The following table sets forth information as of December 31, 1995,
regarding the beneficial ownership of the Corporation's Common Stock by (i) each
person known by the Corporation to own more than 5% of the outstanding shares of
Common Stock, (ii) each director and nominee for director and named executive
officers and (iii) all directors and named executive officers of the Corporation
as a group. For purposes of the table, including the footnotes thereto, the
beneficial ownership of shares of Common Stock is being reported as required
under applicable securities laws and interpretations and may not be reflective
of state law ownership interests. The persons named in the table have sole
voting and investment power with respect to all shares of Common Stock owned by
them, except as noted and except for shares held as joint tenants, tenants-
in-common and shares held in a family limited partnership, as to which shares
the named persons have shared voting and investment power.
<TABLE>
<CAPTION>
NUMBER OF % OF
NAME ADDRESS SHARES CLASS
------------------------------- --------------------------- ---------------- ----------
<S> <C> <C> <C>
Francis W. Winn* 2395 Midway Road 421,300(1) 2.98%
Carrollton, Texas 75006
Stephen T. Winn* 2395 Midway Road 4,214,562(2) 29.82%
Carrollton, Texas 75006
David L. Winn* 190 Buttercup Creek Blvd. 4,196,612(3) 29.70%
Cedar Park, Texas 78613
James R. Dunaway, Jr.* 1501 Merrimac Circle 4,313,212(4) 30.52%
Ft. Worth, Texas 76107
Carol Winn Dunaway 1501 Merrimac Circle 4,313,212(5) 30.52%
Ft. Worth, Texas 76107
Winn Family, Ltd. c/o Stephen T. Winn, Mgr. 1,538,462(6) 11.03%
A Texas Limited Partnership 2395 Midway Road
Carrollton, Texas 75006
Alfred R. Berkeley, III* 11,500(7) --**
Merle J. Volding* 1,500(8) --**
Max Dean Hopper* 1,500(8) --**
E. Dean Liles 32,000(8) --**
Lynn J. Finlinson 0
M. Brian Healy 13,000(8) --**
All directors and named
executive officers as a group
(10 persons) 10,128,262(9) 71.67%
</TABLE>
- ---------------
* Director and Nominee
** Less than 1%
(1) Includes 250,000 shares directly owned by Nancy K. Winn, Mr. Winn's wife, as
to all of which shares Mr. Winn disclaims beneficial ownership; 98,300
shares held as tenants-in-common with Mrs. Winn and 37,500 shares held as
joint tenants with Mrs. Winn.
(2) Includes 312,500 shares owned by a family trust, of which Stephen T. Winn is
the sole trustee; 162,600 shares owned by trusts for Mr. Winn's children, of
which he is the sole trustee; 61,000 shares held in custodianship accounts
for Mr. Winn's children, of which he is the sole custodian; and 51,150
shares directly owned by Mr. Winn's wife, as to all of which shares Mr. Winn
disclaims beneficial ownership. Also includes 1,538,462 shares held by Winn
Family Ltd., a limited partnership of which Mr. Winn is a general partner.
Mr. Winn disclaims beneficial ownership of the shares held by such limited
partnership
5
<PAGE> 8
except to the extent of his prorata interest in the limited partnership.
Includes 100,000 shares subject to presently exercisable options held by Mr.
Winn.
(3) Includes 342,500 shares owned by a family trust, of which Dr. David L. Winn
is the sole trustee; 97,250 shares owned by trusts for Dr. Winn's children,
of which he is the sole trustee; and 151,150 shares directly owned by Dr.
Winn's wife, as to all of which shares Dr. Winn disclaims beneficial
ownership. Also includes 1,538,462 shares held by Winn Family Ltd., a
limited partnership of which Dr. Winn is a general partner. Dr. Winn
disclaims beneficial ownership of the shares held by such limited
partnership except to the extent of his prorata interest in the limited
partnership. Includes 1,500 shares subject to presently exercisable options
held by Dr. Winn.
(4) Includes 267,500 shares owned by the family trust of which Carol W. Dunaway,
Mr. Dunaway's wife, is the sole trustee; 1,538,462 shares owned by Winn
Family, Ltd., a limited partnership of which Mrs. Dunaway is a general
partner; and 2,100,000 shares directly owned by Mrs. Dunaway, as to all of
which shares Mr. Dunaway disclaims beneficial ownership. Includes 379,100
shares owned by the Turtle Creek Group, Ltd., a limited partnership of which
Mr. Dunaway is a general partner. Mr. Dunaway disclaims beneficial ownership
of the shares held by such limited partnership except to the extent of his
prorata interest in the limited partnership. Also includes 1,500 shares
subject to presently exercisable options held by Mr. Dunaway.
(5) Includes 267,500 shares owned by a family trust, of which Mrs. Dunaway is
the sole trustee; 26,650 shares directly owned by James R. Dunaway, Jr.,
Mrs. Dunaway's husband; and 1,500 presently exercisable options held by Mr.
Dunaway, as to all of which shares and options Mrs. Dunaway disclaims
beneficial ownership. Also includes 1,538,462 shares owned by Winn Family
Ltd., a limited partnership of which Mrs. Dunaway is a general partner and
379,100 shares owned by the Turtle Creek Group, Ltd., a limited partnership
of which Mrs. Dunaway is a general partner. Mrs. Dunaway disclaims
beneficial ownership of the shares held by such limited partnerships except
to the extent of her prorata interests in the limited partnerships.
(6) Winn Family, Ltd., was organized on May 11, 1994. Limited partners are
Francis W. Winn and Nancy K. Winn. The general partners are Stephen T. Winn,
Manager, Carol Winn Dunaway and Dr. David L. Winn. The general partners have
equally shared power to vote and/or dispose of the Partnership assets
including the Common Stock of the Corporation.
(7) Includes 10,000 shares held in trusts for Mr. Berkeley's children, of which
Mrs. Berkeley is the trustee, as to all of which shares Mr. Berkeley
disclaims beneficial ownership. Includes 1,500 shares subject to presently
exercisable options held by Mr. Berkeley.
(8) Includes 1,500, 1,500, 32,000 and 13,000 presently exercisable options held
by Messrs. Volding, Hopper, Liles and Healy respectively.
(9) Includes 5,859,012 shares owned by persons and entities other than the
directors and named executive officers as described in footnotes (1)-(8)
above, and as to which shares such directors and named executive officers
disclaim beneficial ownership; and 152,500 shares subject to presently
exercisable options held by the directors and named executive officers
(including Mr. Stephen T. Winn).
6
<PAGE> 9
EXECUTIVE COMPENSATION
The federal government mandates that the Corporation's Proxy Statement set
forth certain information regarding the compensation of all individuals who
served as the Corporation's Chief Executive Officer during the last completed
fiscal year and the other four most highly compensated executive officers who
were serving as executive officers at the end of the Corporation's last
completed fiscal year. There are individuals in the employ of the Corporation
who are not executive officers but who had higher fiscal 1995 compensation than
some of the named executive officers other than the Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS PAYOUTS
------------------------ -------
ANNUAL COMPENSATION SECURITIES
------------------------------------ RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY COMPEN- AWARDS SAR'S(4) PAYOUTS COMPEN-
PRINCIPAL POSITION YEAR ($)(1) BONUS($) SATION($)(3) ($)(4) (#) ($)(4) SATION($)(3)(7)
- --------------------------- -------- -------- ------------ ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen T. Winn 1995 $316,488 $252,890 0 N/A 25,000 N/A $ 4,822
President/CEO 1994 300,008 300,008 0 N/A 0 N/A 4,091
1993 290,004 290,004 0 N/A 50,000 N/A 6,493
Francis W. Winn 1995 225,000 0 0 N/A 0 N/A 4,951
Chairman of the 1994 225,000 0 0 N/A 0 N/A 2,701
Board/Founder 1993 225,000 0 0 N/A 0 N/A 1,237
E. Dean Liles(5) 1995 254,988 116,527 0 N/A 25,000 N/A 7,916
President 1994 244,992 181,294 0 N/A 0 N/A 7,298
Fast-Tax Division 1993 98,308 75,697 0 N/A 100,000 N/A 312
Lynn J. Finlinson(6) 1995 94,250 272,620 2)(8) 0 N/A 20,000 N/A 2,610
President 1994 N/A N/A N/A N/A N/A N/A N/A
Rent Roll, Inc. 1993 N/A N/A N/A N/A N/A N/A N/A
M. Brian Healy 1995 167,500 64,244 (2) 0 N/A 5,000 N/A 7,941
Group Vice Pres. 1994 161,250 87,680 0 N/A 10,000 N/A 6,917
Finance & Admin. 1993 153,750 85,331 0 N/A 15,000 N/A 16,046
</TABLE>
- ---------------
(1) Includes amounts of base salary deferred at the election of the executive
pursuant to the Corporation's 401(k) Plan, a defined contribution plan.
(2) Does not include certain additional future payments which may be payable to
Messrs. Finlinson and Healy pursuant to the individual performance component
of the Corporation's 1989 Annual Incentive Plan. The full 1995 individual
performance portion was not calculable through the latest practicable date
for inclusion in this Proxy Statement. Pursuant to the instructions to Reg.
S-K, Item 402(b)(2)(iii)(B), such non-calculable amounts will be disclosed
in the subsequent fiscal year in the appropriate column for the fiscal year
in which earned. The maximum additional amount that could be distributed is
as follows: Lynn J. Finlinson $11,310 and M. Brian Healy $20,100; the
minimum amount in both cases could be zero.
(3) Pursuant to the Securities and Exchange Commission's rules, amounts for
perquisites and other personal benefits for fiscal years ended after
December 15, 1992, which do not exceed the lesser of $50,000 or ten percent
of the named executive officer's salary and bonus, are not required to be
disclosed.
(4) The Corporation does not maintain stock appreciation rights, restricted
stock or long-term incentive plans.
(5) Mr. Liles was an employee of the Corporation between August 3, 1993 and
March 31, 1996.
(6) Mr. Finlinson joined the Corporation on June 17, 1995.
7
<PAGE> 10
(7) Amounts in this column consist of, where applicable, the following: amounts
contributed by the Corporation pursuant to the Corporation's 401(k) Plan
(which are 100% vested), group life insurance premiums, Achievers Club
participation and Presidential Awards for each of the named executive
officers for each fiscal year shown:
<TABLE>
<CAPTION>
GROUP LIFE ACHIEVERS
401(K) PLAN INSURANCE CLUB PRESIDENTIAL
YEAR CONTRIBUTION PREMIUMS PARTICIPATION AWARDS
---- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Stephen T. Winn 1995 $4,500 $145 $ 177 Not Eligible
1994 2,245 174 1,672 Not Eligible
1993 1,799 174 4,520 Not Eligible
Francis W. Winn 1995 4,500 451 0 0
1994 2,250 451 0 0
1993 786 451 0 0
E. Dean Liles 1995 4,500 288 3,128 0
1994 2,250 288 4,760 0
1993 240 72 0 0
Lynn J. Finlinson 1995 2,610 0 0 0
1994 N/A N/A N/A N/A
1993 N/A N/A N/A N/A
M. Brian Healy 1995 4,500 288 3,153 0
1994 2,250 288 4,379 0
1993 1,649 288 4,187 9,922
</TABLE>
(8) This amount includes a signing bonus paid pursuant to an arrangement entered
into by the Corporation and Mr. Finlinson on June 17, 1995, which is more
fully described in this Proxy Statement under the heading "Employment
Contracts".
OPTION/SAR(1) GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options to
purchase Common Stock granted in 1995 to the five executive officers named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
NUMBER OF PERCENTAGE OF PRICE
SECURITIES TOTAL OPTIONS EXERCISE OR APPRECIATION FOR
UNDERLYING GRANTED TO BASE PRICE OPTION TERM(5)
OPTIONS EMPLOYEES IN ($/SHARE) EXPIRATION -------------------
NAME GRANTED(#)(2) FISCAL YEAR(3) (4) DATE 5%($) 10%($)
- -------------------------- ------------- -------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Stephen T. Winn 25,000 8% $ 10.25 12/31/2002 $104,250 $243,000
Francis W. Winn 0 N/A N/A N/A N/A N/A
E. Dean Liles 25,000 8% 10.25 12/31/2002 104,250 243,000
Lynn J. Finlinson 20,000 6.5% 10.25 12/31/2002 83,400 194,400
M. Brian Healy 5,000 1.6% 10.25 12/31/2002 20,850 48,600
</TABLE>
- ---------------
(1) The Corporation does not maintain a stock appreciation rights plan.
(2) During the five-year period following the grant, options are subject to
exercise only in cumulative installments of 20% per year, so that they are
subject to exercise in full only upon the expiration of five years
following the first of the month next following the date of grant. Options
may be exercised only while the holder is employed by the Corporation and
up to three months thereafter in the case of retirement and up to 12 months
thereafter in the case of disability. An option is subject to exercise by
an employee's estate for 12 months after the death of the employee.
Granted, but unvested, options are not subject to "change in control"
protection.
(3) In the 1995 fiscal year ending December 31, 1995, seventy-two employees
received stock options.
8
<PAGE> 11
(4) The price for shares to be purchased under the granted options is the fair
market value of the Corporation's Common Stock on the date of the grant
(fair market value being the mean between the "bid" and "ask" at closing on
the day of grant). Payment for shares purchased is made upon the exercise
of the option and may be paid to the Corporation either in cash or, at the
discretion of the Compensation Committee of the Board of Directors, by
delivery of shares of the Corporation's Common Stock having a fair market
value on the date of exercise equal to the option price, or by a
combination of cash and the delivery of such shares.
(5) The amounts set forth reflect the potential realizable value of the options
granted at assumed annual rates of stock appreciation of 5% and 10% through
December 31, 2002, the expiration date of the options. The use of 5% and
10% is pursuant to Securities and Exchange Commission requirements and is
not intended by the Corporation to forecast possible future appreciation.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table sets forth certain information concerning the exercise
in fiscal year 1995 of options to purchase Common Stock by the five executive
officers named in the Summary Compensation Table and the unexercised options to
purchase Common Stock held by such individuals at December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY-OPTIONS AT
OPTIONS AT FISCAL YEAR END FISCAL YEAR-END(1)
SHARES (#) ($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- ------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen T. Winn.......... 0 0 100,000 75,000 $ 992,460 $ 569,990
Francis W. Winn.......... 0 0 0 0 0 0
E. Dean Liles............ 8,000 $ 44,500 32,000 85,000 256,000 567,500
Lynn J. Finlinson........ 0 0 0 20,000 0 70,000
M. Brian Healy........... 20,000 73,125 13,000 22,000 114,500 139,875
</TABLE>
- ---------------
(1) Calculated by multiplying the number of shares by the difference between the
fair market value of the Common Stock underlying the options at December
31, 1995 ($13.75 per share) and the relevant exercise price(s) of the
options.
Note: In addition to the tables set forth above, the federal rules under which
the Corporation's Proxy Statement was prepared provide for a Long-Term Incentive
Plan Awards Table and a Pension Plan Table. These tables do not appear in this
Proxy Statement because the Corporation does not maintain any long term
incentive plan nor any defined benefit or actuarial pension plan.
EMPLOYMENT CONTRACTS
On August 3, 1993, the Corporation and Mr. E. Dean Liles entered into an
arrangement whereby Mr. Liles became President of the Corporation's Fast-Tax
Division, reporting directly to the Corporation's President, and, on March 31,
1996, such arrangement terminated. The Corporation's sole remaining obligation
to Mr. Liles is to make eleven monthly payments, commencing April 30, 1996,
equal to his monthly base salary as of February 1, 1996, minus any required
withholdings. In consideration of his employment by the Corporation and the
aforesaid termination payments, Mr. Liles has agreed that he will not compete
with the Corporation for a period of 18 months after termination of his
employment.
On June 17, 1995, the Corporation and Mr. Lynn J. Finlinson entered into a
written arrangement whereby Mr. Finlinson became a Vice President of the
Corporation. In addition to his salary, Mr. Finlinson was paid a signing bonus
of $250,000 pursuant to the arrangement. The arrangement entitles Mr. Finlinson
to participate in the 1989 Annual Incentive Plan, pursuant to which he would be
eligible to achieve a maximum bonus of 30% of his base salary. Mr. Finlinson was
also granted the option, pursuant to the 1982 Stock Option
9
<PAGE> 12
Plan, as amended, to purchase 20,000 shares of the Corporation's stock at 100%
of the fair market value of the stock on the date of the grant. Finally, the
arrangement makes Mr. Finlinson eligible to receive a bonus based upon the
performance of the Corporation's residential/commercial real estate software
business during the term of the arrangement. Pursuant to the arrangement, Mr.
Finlinson would not be entitled to any payment in the event of his termination
for cause, as that term is defined in the arrangement. In the event of
termination for any reason other than for cause, the Corporation's sole
obligation is to pay Mr. Finlinson an amount equal to three months salary, less
required withholdings. Mr. Finlinson has agreed that he will not compete with
the Corporation for a period of 24 months following the month in which he is
discharged by the Corporation, or for a period of 36 months following the month
in which he voluntarily resigns his employment with the Corporation. The
Corporation has agreed to pay Mr. Finlinson a total of $300,000, payable in five
consecutive annual installments, accruing interest on the unpaid balance at 6%
per annum. The first such payment was made at the time of entering into the
arrangement for these non-competition provisions.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
This Report of the Compensation Committee of the Board of Directors shall
not be deemed incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the extent that
Computer Language Research, Inc. specifically incorporates this information by
reference, and it shall not otherwise be deemed filed under such Acts nor be
deemed to be solicitation material.
STATEMENT OF POLICY RELATING TO COMPENSATION OF SENIOR EXECUTIVES
The compensation of the Corporation's senior executives, as administered by
the Compensation Committee of the Board of Directors, shall be a function of
several factors, including the following: total return to shareholders
(including dividend payments and stock price appreciation); performance of the
Corporation in the market place vis-a-vis its competitors; financial performance
of the Corporation (including net profits and earnings per share); the quality
and timeliness of the Corporation's products and services; maintenance of a
reasonably skilled workforce which is not in excess of that needed to produce
the Corporation's products in a timely fashion; maintenance of technological
parity with the Corporation's competitors; and certain confidential and/or
subjective factors. The Committee believes identifying the confidential factors
would adversely affect the Corporation. Prevailing executive compensation levels
among public software corporations with revenues similar to those of the
Corporation, wherever located and among public corporations, regardless of
industry, with revenues similar to those of the Corporation, located in the
Dallas/Fort Worth area are also considered by the Committee in its
administration of the Corporation's executive compensation. A substantial
portion of the total annual compensation of each senior executive must be
contingent upon the performance of the Corporation (or a sub-part) against such
standards as well as upon the individual contribution of each officer.
ADMINISTRATION
The Compensation Committee determines the compensation of the President and
Chief Executive Officer and all management personnel reporting directly to the
President, including the named executive officers whose compensation is detailed
in this Proxy Statement.
It is the intention of the Compensation Committee to assess, on an annual
basis, the effectiveness of the Corporation's compensation program for senior
executives according to the factors set forth in the Statement of Policy. The
most recent such assessment occurred when the Committee conducted a closed
executive session with a consultant from a national compensation consulting firm
at its February 22, 1996, regular meeting.
COMPONENTS OF SENIOR EXECUTIVE COMPENSATION
The Corporation has purposely limited the number of components in the
compensation program for senior executives to base salary, bonus, stock options
(to a limited degree) and an executive group life
10
<PAGE> 13
insurance program. In addition to these components, there are several standard
benefit plans available to all employees of the Corporation. In addition, the
named executive officers are eligible for participation in the Corporation's
Achievers Club incentive program which is not available to all employees of the
Corporation.
BASE SALARY
In order to attract and retain competent and experienced senior executives,
the Compensation Committee seeks to maintain base salaries which are competitive
with comparable software companies and other Dallas/Fort Worth area public
companies of similar size, taking into account the responsibilities being
undertaken by and the experience of an executive, in addition to various
confidential and/or subjective considerations. The Committee does not attempt to
mechanically set salaries so as to correspond to the high, median or low end of
survey data. The most recent review of the appropriateness of base salary levels
for senior executives was made by the Compensation Committee in February, 1996,
in consultation with an outside adviser from a national compensation consulting
firm. The Committee was satisfied that the Corporation was neither overpaying
nor underpaying its senior executives.
In determining base salary for senior executives, the Compensation
Committee also takes into consideration the fact that the executives may be
eligible to participate in the Corporation's benefit plans, which include a
group health plan, group life insurance plan, long term disability insurance
plan, a Section 401(k) plan and a stock option plan. In addition, the Committee
takes into consideration the fact that the Corporation does not maintain a
pension plan, a long-term incentive plan, a restricted stock plan, a
supplemental retirement benefit plan, a retirees' health plan, or a short-term
disability insurance plan.
With respect to the base salary granted to the President and Chief
Executive Officer in 1995, the Compensation Committee took into account, in
addition to various subjective considerations, a comparison of base salaries of
chief executive officers of other comparable software companies, the overall
success of the Corporation during 1994 in meeting the factors set forth above in
the Statement of Policy, the longevity of the President's service to the
Corporation and his professional lifetime of experience in the tax compliance
business, as well as the assessment by the Compensation Committee of the
President's individual performance. When it adopted a resolution relating to an
increase in the base salary of the President and Chief Executive Officer from
$305,000 to $318,000, at its May 2, 1995, meeting, the Committee took into
consideration, in no particular order and with no particular weight, that: the
Corporation's earnings grew 33% from $8,500,000 in fiscal 1993 (excluding a
change in accounting method) to $11,300,000 in fiscal 1994; the Corporation
increased its quarterly dividend by 25% from $0.08 per share in the first
quarter of 1994 to $0.10 per share in the first quarter of 1995; the
Corporation's earnings per share increased 30% from $0.61 per share in fiscal
1993 to $0.79 per share in fiscal 1994; and the Corporation's Common Stock
closed at $9.13 on April 28, 1995, as compared to $7.25 on April 28, 1994, a 26%
increase. In addition, with regard to the salary adjustment for the President,
the Committee evaluated the overall success of the Corporation during fiscal
1994 in meeting the factors set forth above in the Statement of Policy.
The Compensation Committee evaluates recommendations for annual salary
adjustments to the base salaries of those executives reporting directly to the
President. The Chairman of the Board does not receive an annual adjustment. The
Committee, at its May 2, 1995, meeting, approved merit increases, effective July
1, 1995, for those named executive officers (other than the President and the
Chairman of the Board) whose compensation is detailed in this Proxy Statement
averaging 3.6% of then-current base salary. When it adopted resolutions relating
to these merit increases for the named executive officers, in addition to
various confidential and/or subjective factors, the Committee took into
consideration, in no particular order and with no particular weight, the same
factors as set forth in the immediately preceding paragraph. The Committee did
not establish the relative importance of each factor. With regard to the
executives whose compensation is detailed in this Proxy Statement, the Committee
also considered such factors as overall success of each executive's group in
meeting its annual objectives; managing to or bettering annual operating and
capital budgets; undertaking new responsibilities; maintaining proper financial,
budgetary, legal and procedural controls; reducing headcount and other overhead;
and the executive's contribution to the overall governance and management of the
Corporation. In reviewing the individual performance of the senior executives
whose compensation is detailed in this Proxy Statement (other than the
President), the Compensation Committee takes into account the views of the
President.
11
<PAGE> 14
BONUS
The Corporation's 1989 Annual Incentive Plan (the "AIP"), which provides an
opportunity for participating employees, including the named executive officers
whose compensation is detailed in this Proxy Statement, to earn cash bonuses,
was devised with the assistance of a leading compensation consulting firm. For
1995, awards under the AIP to the senior executives whose compensation is
detailed in this Proxy Statement were based on one or more schedules setting
forth certain levels of "Pretax Profit" or "Profit Contribution". The schedules
are established each year by the Compensation Committee, through the exercise of
subjective business judgment, taking into account the Corporation's business
plan for the forthcoming year. Except for the President, there is a component of
the AIP for individual performance.
The Chairman of the Board does not receive awards under the AIP.
For 1995, the award to the President under the AIP was based solely on
corporate performance against a schedule of "Pre-Tax Profit" for the entire
Corporation. For 1995, the award to the President under the AIP was 80% of his
base salary as compared to a possible range of 0% to 100% of base salary.
For 1995, the AIP award to the President -- Fast-Tax Division was governed
by the following: 30% of bonus was based on overall financial performance of the
Corporation, 50% was based on the financial performance of the Fast-Tax Division
and 20% of bonus was based on individual performance. The 1995 award to the
President -- Fast-Tax Division under the AIP was 46% of his base salary as
compared to a possible range of 0% to 100% of base salary.
For 1995, the AIP award to the President -- Rent Roll, Inc. was governed by
the following: 80% of bonus was based on the performance of the real estate
management software group and 20% of bonus was based on individual performance.
As of the last practicable date for the inclusion of data in this Proxy
Statement, the 1995 award to the President -- Rent Roll, Inc. under the AIP was
24% of his base salary as compared to a possible range of 0% to 60% of base
salary. Any award to the President -- Rent Roll, Inc. for individual performance
will be pro-rated to reflect the fact that he joined the Corporation on June 17,
1995.
For 1995, the AIP award to the Group Vice President -- Finance &
Administration was governed by the following: 80% of bonus was based on the
overall financial performance of the Corporation and 20% of bonus was based on
individual performance. As of the last practicable date for the inclusion of
data in this Proxy Statement, the 1995 award to the Group Vice
President -- Finance & Administration under the AIP was 38% of his base salary
as compared to a possible range of 0% to 60% of base salary.
The President -- Rent Roll, Inc., and the Group Vice President -- Finance &
Administration are eligible for additional AIP awards attributable to the
individual performance component of their 1995 AIP bonus structure, the actual
awards of which will be based on events occurring in 1996 subsequent to the date
of this Proxy Statement. These additional awards will range from 0% to 12% of
base salary for each of these individuals. The maximum dollar amount of the
additional AIP award for each of these individuals is set forth in footnote 2 to
the Summary Compensation Table in this Proxy Statement.
The Compensation Committee believes that the AIP constitutes an important
incentive to management to operate the business of the Corporation in a manner
which will lead to the accomplishment of the factors noted in the Statement of
Policy set forth at the beginning of this report.
STOCK OPTIONS
In fiscal year 1995, the Compensation Committee made use of the 1982 Stock
Option Plan as an incentive to senior management. At its July 25, 1995, regular
meeting, the Compensation Committee granted to the named executive officers the
options shown in the "Options/SAR Grants in Last Fiscal Year" table presented
above. When it adopted resolutions relating to grants of stock options for the
named executive officers at its July 25, 1995, regular meeting, in addition to
various subjective factors, the Committee took into consideration the same
corporation performance factors as noted above in the section of this report
dealing with base salary. The Committee did not establish the relative
importance of each factor.
12
<PAGE> 15
The Compensation Committee administers the 1982 Stock Option Plan using
certain stock option target ranges for ten grades of managers and executives
which employ a matrix of minimum and maximum option grant ranges (grade 24,
minimum of 175,000 shares and a maximum of 350,000 shares; grade 12, minimum of
2,500 shares and a maximum of 5,000 shares). These target ranges assist the
Committee with its administration of the 1982 Stock Option Plan. The target
ranges were arrived at through the exercise of subjective business judgment. The
Compensation Committee, in the course of granting stock options, considers the
total number of options previously granted to each named executive officer and
does not consider whether such prior grants are yet subject to exercise or
whether such prior grants, to the extent exercisable, have been exercised.
The Chairman of the Board does not participate in the 1982 Stock Option
Plan. While the President of the Corporation is a major shareholder of the
Corporation (see the table relating to Beneficial Ownership of Common Stock by
Principal Shareholders, Directors and Named Executive Officers appearing above
in this Proxy Statement), regardless of any activity in his behalf under the
Stock Option Plan, the Committee believes that option grants serve as a
performance incentive to the President.
The Committee believes that the purpose of stock options for senior
executives other than the President is to align their interests with those of
the shareholders of the Corporation. Stock options are granted with an exercise
price equal to the fair market value of the Corporation's Common Stock on the
date of grant and typically vest over five years. This approach is designed to
create shareholder value over the long term since the full benefit of an option
grant cannot be realized unless stock price appreciation occurs over a number of
years.
COMPENSATION COMMITTEE OF COMPUTER LANGUAGE RESEARCH, INC.
February 22, 1996
Merle J. Volding, Chairman
Alfred R. Berkeley, III
James R. Dunaway, Jr.
Max D. Hopper
13
<PAGE> 16
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent Computer Language
Research, Inc. specifically incorporates this information by reference, and it
shall not otherwise be deemed filed under such Acts nor be deemed to be
solicitation material.
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Corporation's Common Stock
against the cumulative total return of the Nasdaq Broad Market Index and the
Nasdaq Computer and Data Processing Companies Index (Standard Industrial Code
737 (SIC 7370-7379)) for six December 31 data points, commencing December 31,
1990 and ending December 31, 1995 (a five-year period from December 31, 1990 to
December 31, 1995). The historical stock price performances shown on the graph
below are not necessarily indicative of future price performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
OF THE CORPORATION; NASDAQ -- US; NASDAQ SIC 7370-7379
ASSUMES THAT THE VALUE OF THE INVESTMENT IN CLR COMMON STOCK AND EACH INDEX WAS
$100 ON DECEMBER 31, 1990.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ SIC
(FISCAL YEAR COVERED) CLR 7370-7379 NASDAQ - US
<S> <C> <C> <C>
12/31/90 100.0 100.0 100.0
12/31/91 120.2 201.5 160.6
12/31/92 148.9 216.8 186.9
12/31/93 322.5 229.5 214.5
12/31/94 480.7 278.7 209.7
12/31/95 596.6 425.1 296.3
</TABLE>
14
<PAGE> 17
INDEPENDENT AUDITORS
Representatives of Ernst & Young, the Corporation's independent auditors
for fiscal year 1995, are expected to be present at the Meeting with the
opportunity to make a statement if they desire to do so and to be available to
respond to appropriate questions.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 and the disclosure
requirements of Item 405 of Regulation S-K require the Corporation's officers
and directors, and persons who own more than 10% of a registered class of the
Corporation's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and Nasdaq. Officers,
directors and greater than 10% shareholders are required by Securities and
Exchange Commission regulation to furnish the Corporation with copies of all
Section 16(a) forms they file. Based solely on the review of the copies of such
forms furnished to the Corporation, or written representations that no Forms 5
were required, the Corporation believes that during 1995 all Section 16(a)
filing requirements applicable to its greater than 10% beneficial owners,
directors and officers were complied with, except for a Form 3 which should have
been filed at the time Mr. Robert H. Dilworth, for many years an officer of the
Corporation, was elected as an executive officer of the Corporation. A Form 5
was timely filed by Mr. Dilworth.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for shareholder
action at subsequent annual meetings of the Corporation consistent with Rule
14a-8 promulgated pursuant to Section 14(a) of the Securities Exchange Act of
1934, as amended. For shareholder proposals to be considered for inclusion in
the Proxy Statement and proxy relating to the 1997 Annual Meeting of
Shareholders, such proposals must be received by the Corporation in writing not
later than December 1, 1996. Such proposals should be sent by certified mail,
return receipt requested, to Computer Language Research, Inc., 2395 Midway Road,
Carrollton, Texas 75006, Attention: Secretary. Such proposals must comply in all
respects with applicable rules and regulations of the Securities and Exchange
Commission relating to inclusion of shareholder proposals. Each shareholder
proposal submitted to the Corporation must be received in a timely fashion and
should indicate the full and correct registered name and address of the
shareholder making the proposal and the number of shares of Common Stock owned
by the proponent. If beneficial ownership is claimed, documentary proof thereof
should be submitted with the proposal. In addition, a proponent must notify the
Corporation in writing of his or her intention to appear personally or by proxy
at the meeting to present the proposal for action.
SOLICITATION OF PROXIES
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Corporation. All costs incurred in the solicitation of proxies
will be borne by the Corporation. In addition to solicitation by mail, officers
and employees of the Corporation may solicit proxies by telephone, telegraph, or
personally, without additional compensation. The Corporation also may make
arrangements with brokerage houses and other custodians, nominees, and
fiduciaries for the forwarding of solicitation materials to the beneficial
owners of shares of Common Stock held of record by such persons, and the
Corporation will reimburse such brokerage houses and other custodians, nominees,
and fiduciaries for their out-of-pocket expenses incurred in connection
therewith.
ANNUAL REPORT
The Annual Report to Shareholders of the Corporation for fiscal 1995 and
the Form 10-K for fiscal 1995, including financial statements for the fiscal
year ended December 31, 1995, accompany this Proxy Statement. Neither the Annual
Report nor the Form 10-K is to be deemed part of this Proxy Statement.
15
<PAGE> 18
OTHER BUSINESS
The Board of Directors knows of no matters other than those described
herein that will be presented for consideration at the Meeting. However, should
any other matters properly come before the Meeting or any adjournment thereof,
it is the intention of the persons named as proxies in the accompanying proxy to
vote in accordance with their best judgment.
By Order of the Board of Directors
DOUGLAS H. GROSS
Secretary
Carrollton, Texas
April 1, 1996
16
<PAGE> 19
COMPUTER LANGUAGE RESEARCH, INC
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Francis W. Winn and Stephen T. Winn, or either
of them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote all the shares of stock which
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Corporation to be held at 9:30 a.m., Tuesday,
April 30, 1996 and at any adjournment thereof.
ELECTION OF DIRECTORS. The following have been nominated by the Board of
Directors for election as Directors of the Corporation: Francis W. Winn,
Stephen T. Winn, Dr. David L. Winn, Alfred R. Berkeley III, James R. Dunaway,
Jr., Merle J. Volding and Max D. Hopper. To instruct the Proxies to vote your
shares for all of these nominees for Director, place an "X" in the FOR box on
the reverse side of this card. To instruct the Proxies to vote your shares for
all of these nominees for Director except for a certain nominee or nominees
from whom you want to withhold your vote, print the name or names of the
nominee or nominees from whom you want to withhold your vote on the line on the
reverse side of this card. To instruct the Proxies to withhold your shares
from the vote for all of these nominees for Director, place an "X" in the
WITHHELD box on the reverse side of this card. UNLESS OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR
IDENTIFIED IN THIS PARAGRAPH.
Unless otherwise specified, this proxy will be voted in the discretion of the
Proxies on such other matters as may properly come before the Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
<PAGE> 20
[X] Please mark your
votes as in this
example.
<TABLE>
<S> <C> <C> <C>
FOR WITHHELD
1. Election of [ ] [ ] NOMINEES: Francis W. Winn, Stephen T. Winn, Dr. David L. Winn, Alfred R.
Directors Berkeley III, James R. Dunaway, Jr., Merle J. Volding, Max D. Hopper
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
SIGNATURE(S) DATE
---------------------------------------------- ------------ SEE REVERSE SIDE OF THIS
CARD FOR AN EXPLANATION
SIGNATURE(S) DATE OF THE ITEM TO BE
---------------------------------------------- ------------ VOTED UPON.
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
</TABLE>
