SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Computer Language Research, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class and Securities)
205195100
(CUSIP Number)
Stephen T. Winn
2395 Midway Road
Carrollton, Texas 75006
(972) 250-8202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 1998
(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(b)(3) or (4), check the following
box [ ].
(Continued on following pages)
(Page 1 of 9 Pages)
SCHEDULE 13D
CUSIP No. 205195100
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen T. Winn
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 2,783,100*
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,433,662**
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 2,783,100*
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
2,433,662**
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,216,762* **
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
35.4%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
NOTES TO PRECEDING PAGE
* Includes 589,180 Shares held by Stephen T. Winn Family, LP A, a
limited partnership of which Stephen T. Winn Management, LLC is
a general partner. Mr. Winn is the manager of Stephen T. Winn
Management, LLC. Mr. Winn disclaims beneficial ownership of
Shares held by Stephen T. Winn Family LP A except to the extent
of his ownership interest therein. Includes options to purchase
250,000 Shares awarded under the Company's stock option plans.
** Includes 696,150 Shares held by the Winn Family Irrevocable
Trust and 299,050 Shares held by the Francis W. Winn
Grandchildren's Trust, of both of which Mr. Winn is a co-
trustee. Mr. Winn disclaims beneficial ownership of such
Shares. Includes 1,438,462 Shares held by Winn Family Ltd., a
limited partnership of which Mr. Winn is a general partner. Mr.
Winn disclaims beneficial ownership of such Shares except to
the extent of his ownership interest in such partnership.
This statement constitutes Amendment No. 1 to the Schedule 13D filed
by Stephen T. Winn on or about August 24, 1994. The Schedule 13D, as
originally filed, is hereinafter referred to as the "Schedule 13D". All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule 13D. This Amendment is being filed to reflect the
agreements and transactions described in Items 4 and 6 by and among Computer
Language Research, Inc., a Texas corporation (the "Company"), The Thomson
Corporation, a corporation incorporated under the laws of Ontario, Canada
("Thomson"), Sabre Acquisition, Inc., a Delaware corporation and a wholly
owned subsidiary of Thomson ("Purchaser"), Mr. Winn and certain other
stockholders as described below.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
The primary purpose of the transactions described in Item 6 of this
Amendment is to effectuate and facilitate the sale of the entire equity
interest in the Company to Thomson.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and supplemented as
follows:
(a) The aggregate number of shares of Common Stock, par value $.01 per
share, of the Company (the "Shares") that may be deemed to be beneficially
owned by Mr. Winn is 5,216,762, which includes the right to acquire 250,000
Shares pursuant to options awarded under the Company's stock option plans.
Such Shares, including Shares underlying such options, constitute 35.4% of
the Shares outstanding.
(b) Mr. Winn has sole voting and dispositive power and shared voting and
dispositive power with respect to Shares as follows:
(i) Sole Voting and Dispositive Power
---------------------------------
Nature of Holding No. of Shares
----------------- -------------
Personal 1,943,920
Stephen T. Winn Family, 589,180
LP A (family limited
partnership)
Options awarded under the 250,000
Company's stock option plans
Mr. Winn disclaims beneficial ownership of Shares held by Stephen T.
Winn Family, LP A except to the extent of his ownership interest therein.
(ii) Shared Voting and Dispositive Power
-----------------------------------
Nature of Holding No. of Shares
----------------- -------------
Winn Family Ltd.(1) 1,438,462
Winn Family Irrevocable 696,150
Trust(2)
Francis W. Winn
Grandchildren's Trust (3) 299,050
(1) Mr. Winn is one of three general partners of Winn Family Ltd.
He shares voting and dispositive power equally with the other two general
partners, Dr. David L. Winn (who is Mr. Winn's brother) and Mrs. Carol Winn
Dunaway (who is Mr. Winn's sister). Information required for Dr. David L.
Winn and Mrs. Carol Winn Dunaway pursuant to Item 5(b) is as follows:
(a) Dr. David L. Winn, M.D. (a) Mrs. Carol Winn Dunaway
(b) RR 2, Box 332W (b) 500 Alta Drive
Leander, TX 78641 Fort Worth, TX 76107
(c) Physician (c) Housewife
190 Buttercup Creek Blvd.
Cedar Park, TX 76107
(d) None (d) None
(e) None (e) None
(f) United States (f) United States
Mr. Winn disclaims beneficial ownership of the Shares held by Winn
Family Ltd. except to the extent of his ownership interest in Winn Family
Ltd.
(2) Mr. Winn is one of three co-trustees of the Winn Family
Irrevocable Trust. He shares voting and dispositive power equally with his
co-trustees, Dr. David L. Winn and Mrs. Carol Winn Dunaway. See (1) above
for information required by Item 5(b) for Dr. David L. Winn and Mrs. Carol
Winn Dunaway. Mr. Winn disclaims beneficial ownership of the Shares held by
the Winn Family Irrevocable Trust.
(3) Mr. Winn is one of three co-trustees of the Francis W. Winn
Grandchildren's Trust. He shares voting and dispositive power with his co-
trustees, Dr. David L. Winn and Mrs. Carol Winn Dunaway. See (1) above for
information required by Item 5(b) for Dr. David L. Winn and Mrs. Carol Winn
Dunaway. Mr. Winn disclaims beneficial ownership of the Shares held by the
Francis W. Winn Grandchildren's Trust.
(c) No transactions in Shares have been effected by Mr. Winn in the
last 60 days, except as described in Items 4 and 6 of this Amendment.
(d) None
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented as
follows:
The Offer. The Company, Thomson and Purchaser have entered into an
Agreement and Plan of Merger, dated as of January 12, 1998 (the "Merger
Agreement"), pursuant to which, among other things, Purchaser has commenced
a cash tender offer for all outstanding Shares (the "Offer") at $22.50 per
Share.
The Merger. The Merger Agreement provides that, subject to certain
conditions set forth therein, Purchaser will be merged (the "Merger") with
and into the Company, with the Company as the surviving corporation (the
"Surviving Corporation") and a wholly owned subsidiary of Thomson. In the
Merger, each issued and outstanding Share (other than treasury Shares, Shares
owned by Thomson, Purchaser or any wholly owned subsidiaries of Thomson or
the Company and dissenting Shares) will be converted into the right to
receive $22.50 in cash (or any higher price paid per Share pursuant to the
Offer).
The Merger Agreement provides that employees of the Company who hold
stock options (the "Optionees") that were awarded prior to the effective time
of the Merger (the "Options") shall be vested in a specified percentage of
such Options (the "Vested Options"). Each Optionee holding Vested Options
shall receive from the Company a lump sum amount in cash equal to the product
of (i) the difference between $22.50 (or any higher price paid per Share
pursuant to the Offer) and the per Share exercise price of the Vested Option
and (ii) the number of Shares subject to such Vested Option. All unvested
Options shall lapse and become void as of the effective time of the Merger.
In connection with his Vested Options, Mr. Winn is expected to receive an
aggregate cash payment of approximately $2,800,000.
Stock Purchase Agreement. In connection with the Merger Agreement, Thomson,
Purchaser, Mr. Winn and certain other stockholders of the Company
(collectively with Mr. Winn, the "Stockholders") entered into a stock
purchase agreement (the "Stock Purchase Agreement") pursuant to which
Purchaser agreed to buy, and each Stockholder agreed to sell, all of the
Shares held by such Stockholder at a price per Share equal to $22.50 or any
higher price paid per Share pursuant to the Offer. Under the terms of the
Stock Purchase Agreement, each Stockholder, including Mr. Winn, has agreed
to tender his, her or its Shares in the Offer and has given Purchaser a proxy
to vote such Stockholder's Shares in favor of the Merger.
Pursuant to the Stock Purchase Agreement, the Stockholders have agreed
that for a period of four years following the closing under the Stock
Purchase Agreement no Stockholder (other than certain Stockholders specified
in the Stock Purchase Agreement), without the prior written consent of
Thomson, will engage, directly or indirectly, in the tax and accounting
software business (as defined in the Stock Purchase Agreement).
Letter Agreement for Reimbursement of Fees. On November 30, 1997, Mr. Winn,
Mrs. Carol Winn Dunaway, Mr. James R. Dunaway, Jr., Dr. David L. Winn and Mr.
Francis W. Winn ( together the "Winn Family Members") entered into a letter
agreement (the "Letter Agreement") with the Company which provides that if
any of the Winn Family Members sells or agrees to sell his or her Shares
in any transaction that requires the Company to make payments to or for the
benefit of Goldman Sachs (a "Winn Family Transaction") and the Company's
shareholders other than the Winn Family Members are not provided the
opportunity to sell Shares for the same or greater consideration at the
same time or within 90 days following the Winn Family Transaction, the Winn
Family Members will reimburse the Company for payments made to Goldman Sachs.
Letter Agreement with Leeds Group Inc. Mr. Winn has entered into a letter
agreement with Leeds Group Inc. (the "Leeds Group Letter Agreement"). The
Leeds Group Letter Agreement provides, among other things, that Leeds Group
Inc. will act as financial advisor to Mr. Winn in connection with a possible
sale of all or substantially all of his Shares (a "Sale") in exchange for a
fee of $100,000 in cash should a Sale occur. Leeds Group Inc. is affiliated
with Jeffrey T. Leeds, a director of the Company.
Retention Matters. Prior to the Merger it is expected that Mr. Winn will
enter into a retention agreement (the "Retention Agreement") with the
Company. The Retention Agreement provides that Mr. Winn will be employed by
the Surviving Corporation and have such duties as the Chief Executive Officer
of the Surviving Corporation shall designate. The term of the Retention
Agreement runs from the date that the Company is purchased by Purchaser
through March 31, 1999 (the "Term"). Mr. Winn will receive a base salary at
an annual rate of $375,000. Mr. Winn is entitled to receive a special bonus
of $250,000 within 15 business days of the end of the Term or if he is
terminated without Cause (as defined in the Retention Agreement) or resigns
for Good Reason (as defined in the Retention Agreement) prior to the
expiration of the Term. Mr. Winn will also be eligible to receive up to
100% of his base salary as part of an annual bonus plan.
As part of the Retention Agreement, Mr. Winn will participate in the
retention bonus plan (the "Retention Bonus Plan") that the Company will adopt
in connection with the Merger Agreement. The aggregate retention bonus
payable to Mr. Winn pursuant to the Retention Bonus Plan will equal
approximately $1,200,000. The retention bonus is payable in two equal
installments, payable on the first and second anniversary of the effective
time of the Merger and conditioned upon Mr. Winn's employment on each such
date.
The Retention Agreement provides that in the event Mr. Winn is
terminated without Cause or resigns for Good Reason he is entitled to receive
(i) his base salary for the duration of the Term and an additional 18 months,
beginning on April 1, 1999 and continuing until September 30, 2000, as
severance; (ii) the special bonus of $250,000; (iii) the continuation of his
benefits provided under the Retention Agreement; and (iv) the full amount of
the retention bonus as if Mr. Winn had remained employed until the second
anniversary of the effective time of the Merger. If Mr. Winn's employment
is terminated at or after the end of the Term, Mr. Winn is entitled to
receive (i) the full amount of the retention bonus and (ii) his base salary
through September 30, 2000.
The description of the Merger Agreement, the Stock Purchase Agreement
and the other agreements contained herein does not purport to be complete,
and is qualified in its entirety by reference to such agreements, which are
filed as exhibits to this statement. The terms and conditions of the Offer
are set forth in Purchaser's Offer to Purchase dated January 16, 1998 and
the related Letter of Transmittal, which have been filed with the Securities
and Exchange Commission (the "Commission") as exhibits to Purchaser's Tender
Offer Statement on Schedule 14D-1 and to which reference is hereby made for
additional information concerning the Offer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement and Plan of Merger, dated as of January 12, 1998, among
Parent, Purchaser and the Company (incorporated by reference to
Exhibit (c)(1) of the Schedule 14D-1 filed with the Commission by
Thomson and Purchaser on January 16, 1998).
(b) Stock Purchase Agreement, dated as of January 12, 1998, among Parent,
Purchaser and certain Stockholders of the Company (incorporated by
reference to Exhibit (c)(2) of the Schedule 14D-1 filed with the
Commission by Thomson and Purchaser on January 16, 1998).
(c) Letter Agreement, dated as of November 30, 1997, among the Company,
Mr. Stephen T. Winn, Mrs. Carol Winn Dunaway, Mr. James R. Dunaway,
Jr., Dr. David L. Winn and Mr. Francis W. Winn.
(d) Form of Retention Agreement between the Company and Stephen T. Winn
(incorporated by reference to Exhibit (c)(6) of the Schedule 14D-1
filed with the Commission by Thomson and Purchaser on January 16,
1998).
(e) Leeds Group Letter Agreement, dated as of January 8, 1998, between
Stephen T. Winn and Leeds Group Inc.
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.
STEPHEN T. WINN
Date: January 20,1998
/s/ Stephen T. Winn
---------------------
By: Stephen T. Winn
November 30, 1997
Computer Language Research, Inc.
2395 Midway Road
Carrollton, TX 75006
Ladies and Gentlemen:
In connection with the engagement letter between Computer
Language Research, Inc. (the "Company") and Goldman, Sachs & Co.
and Goldman Sachs Real Estate (Texas) Inc. (together, "Goldman
Sachs") of even date herewith (the "Engagement Letter"), the
undersigned, on behalf of themselves and other persons within the
Winn Family (as herein defined), hereby jointly and severally
agree with the Company as follows:
If any of the persons within the Winn Family sells or agrees
to sell all or any portion of their respective shares of the
Company's common stock in one or a series of transactions
requiring (without giving effect to any sales by the Company's
shareholders other than the Winn Family) the Company to make
payments to or for the benefit of Goldman Sachs pursuant to the
Engagement Letter and the Company's shareholders other than the
Winn Family are not provided the opportunity to sell the same
portion of their shares of the Company's common stock for the
same (or a greater) per share consideration prior to or at the
same time (or within 90 days following such time) as any Winn
Family member, the undersigned, on behalf of the Winn Family,
jointly and severally, shall no later than 30 days after written
demand therefor reimburse the Company for any payments (whether
as fees, expenses, indemnification payments or otherwise) the
Company is obligated to make to or for the benefit of Goldman
Sachs pursuant to the Engagement Letter. As used herein, the
term "Winn Family" means Francis W. Winn, Nancy K. Winn, Stephen
T. Winn, David L. Winn, James R. Dunaway, Jr., Carol Winn Dunaway
and each of their respective spouses and any trusts,
partnerships, limited partnerships or other entities (other than
the Company) in which they or any member of their immediate
family holds an interest.
Sincerely,
/s/ Francis W. Winn /s/ Nancy K. Winn
------------------------------ --------------------------
Francis W. Winn Nancy K. Winn
/s/ Stephen T. Winn /s/ David L. Winn
------------------------------ --------------------------
Stephen T. Winn David L. Winn
/s/ Carol Winn Dunaway /s/ James R. Dunaway, Jr.
------------------------------ --------------------------
Carol Winn Dunaway James R. Dunaway, Jr.
LEEDS GROUP INC.
January 9, 1998
Mr. Stephen T. Winn
c/o Computer Language Research, Inc.
2395 Midway Road
Carrollton, TX 75006
Dear Mr. Winn:
Pursuant to our recent discussions, this letter
confirms that we will act as financial advisor to you in
connection with a possible sale, in one or a series of
transactions, of all or substantially all of your stock in
Computer Language Research, Inc. or any similar transaction
(hereinafter referred to as a Sale ). We are to act in
such capacity, subject to the following conditions:
1. We shall advise and assist you in your evaluation
of any Sale, and, if requested, we shall participate in
negotiations relating to any Sale.
2. Should a Sale occur, you agree to pay us in cash
upon closing a fee of $100,000.
3. You will reimburse us for all of our out-of-pocket
expenses (including, but not limited to, fees and reasonable
expenses of our counsel, if any, retained with your consent)
incurred in acting as your financial advisor pursuant
hereto. You will have no obligation to reimburse us for
more than $5,000 of such expenses.
4. This letter is made in New York and shall be
governed by the laws of the State of New York, without
regard to the state's rules concerning conflicts of laws.
5. No fees payable to any other financial advisor,
either by you or by any other person, shall reduce or
otherwise affect any fee payable hereunder by you.
6. The provisions hereof shall inure to the benefit
of and be binding upon the successors and assigns of you and
Leeds Group.
Please confirm that the foregoing is in accordance with
our agreement by signing and returning to Leeds Group the
enclosed copy of this letter.
Very truly yours,
Leeds Group Inc.
By: /s/ Jeffrey T. Leeds
------------------------
Jeffrey T. Leeds
President
AGREED TO AND ACCEPTED
Stephen T. Winn
/s/ Stephen T. Winn
-------------------
