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)
Winn Family, Ltd.
c/o Stephen T. Winn
Managing General Partner
2395 Midway Road
Carrollton, Texas 75006
(214) 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
Winn Family, Ltd.
_________________________________________________________________
(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
Texas
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 1,438,462
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,438,462
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,438,462
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
This statement constitutes Amendment No. 1 to the Schedule 13D filed
by Winn Family, Ltd. (the "Partnership") 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"), the
Partnership 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") beneficially owned by the Partnership is
1,438,462. Such Shares constitute 10% of the Shares outstanding.
The aggregate number of Shares that may be deemed to be beneficially
owned by the general partners of the Partnership named in Item 2 of the
Schedule 13D are as follows:
Name Number of Shares Percentage of Class
---- ---------------- -------------------
Stephen T. Winn 5,216,762(1) 35.4%
David L. Winn 4,895,312(2) 33.8%
Carol Winn Dunaway 5,021,912(3) 34.7%
(1) Includes the right to acquire 250,000 Shares through options
awarded under the Company's stock option plans.
(2) Includes the right to acquire 15,000 Shares through options
awarded under the Company's stock option plans.
(3) Includes the right of Mrs. Dunaway's husband, James R. Dunaway
Jr. to acquire 15,000 Shares through options awarded under the Company's
stock option plans, as to which Mrs. Dunaway disclaims beneficial ownership.
(b) The three general partners share voting and dispositive power
equally over the Shares held by the Partnership.
(i) Sole and shared power held by Mr. Stephen T. Winn
-------------------------------------------------
Stephen T. Winn has sole voting and dispositive power with respect to
2,783,100 Shares. Mr. Winn has shared voting and dispositive power with
respect to 2,433,662 Shares which he shares equally with Dr. David L. Winn
(who is Mr. Winn's brother) and Mrs. Carol Winn Dunaway (who is Mr. Winn's
sister). See Item 2 of the Schedule 13D for required information concerning
Dr. David L. Winn and Mrs. Carol Winn Dunaway. Additional information on the
nature of Mr. Winn's beneficial ownership is available on Amendment 1 to Mr.
Winn's Schedule 13D, filed on or about January 20, 1998. With respect to the
Shares held by the Partnership, Mr. Winn disclaims beneficial ownership of
such Shares except to the extent of his ownership interest in the
Partnership.
(ii) Sole and shared power held by Dr. David L. Winn
-----------------------------------------------
Dr. David L. Winn has sole voting and dispositive power with respect
to 2,310,500 Shares. Dr. Winn has shared voting and dispositive power with
respect to 2,433,662 Shares which he shares equally with Mr. Stephen T. Winn
and Mrs. Carol Winn Dunaway. See Item 2 of the Schedule 13D for required
information for Mr. Stephen T. Winn and Mrs. Carol Winn Dunaway. Dr. Winn
shares voting and dispositive power with respect to 151,150 Shares owned by
his wife, Leslie Winn. Information required to be furnished by Item 5(b)
for Leslie Winn is as follows:
(a) Leslie Winn
(b) Housewife
(c) RR 2 Box 332 W
Leander, TX 78641
(d) None
(e) None
(f) United States
With respect to Shares held by the Partnership, Dr. Winn disclaims
beneficial ownership of such Shares except to the extent of his ownership
interest in the Partnership. Additional information on the nature of Dr.
Winn's beneficial ownership is available on Amendment 1 to Dr. Winn's
Schedule 13D, filed on or about January 20, 1998.
(iii) Sole and shared power held by Mrs. Carol Winn Dunaway
-----------------------------------------------------
Mrs. Carol Winn Dunaway has sole voting and dispositive power with
respect to 2,167,500 Shares. Mrs. Dunaway has shared voting and dispositive
power with respect to 2,433,662 Shares which she shares equally with Dr.
David L. Winn and Mr. Stephen T. Winn. See Item 2 of the Schedule 13D for
required information for Dr. David L. Winn and Mr. Stephen T. Winn. Mrs.
Dunaway has shared voting and dispositive power with her husband, James R.
Dunaway, Jr., with respect to 420,750 Shares. Information required to be
furnished by Item 5(b) for James R. Dunaway, Jr. is as follows:
(a) James R. Dunaway, Jr.
(b) Dunaway Associates, Inc.
1501 Merrimac Circle
Fort Worth, TX 76107
(c) Professional Engineer
Dunaway Associates, Inc.
1501 Merrimac Circle
Fort Worth, TX 76107
(d) None
(e) None
(f) United States
With respect to the Shares held by the Partnership, Mrs. Dunaway
disclaims beneficial ownership of such Shares except to the extent of her
ownership interest in the Partnership. Additional information on the nature
of Mrs. Dunaway's beneficial ownership is available on Amendment 1 to Mrs.
Dunaway's Schedule 13D, filed on or about January 20, 1998.
(c) No transactions in Shares have been effected by the Partnership or
any of the persons named in Item 2 of the Schedule 13D 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 their Vested Options, Mr. Stephen T. Winn
is expected to receive an aggregate cash payment of approximately
$2,800,000, Dr. David L. Winn is expected to receive an aggregate cash
payment of approximately $184,375 and Mr. James R. Dunaway, Jr. is
expected to receive an aggregate cash payment of approximately $184,375.
Stock Purchase Agreement. In connection with the Merger Agreement, Thomson,
Purchaser, the Partnership, the persons listed on Item 2 of the Schedule 13D
and certain other stockholders of the Company (collectively 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 the Partnership, 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.
Stephen T. 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 between Stephen T. Winn and Leeds Group Inc. Mr. Stephen T.
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.
Stephen T. 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. Stephen T.
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 in each calendar year 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.
WINN FAMILY, LTD.
Date: January 16, 1998
/s/ Stephen T. Winn
-----------------------------------------------
By: Stephen T. Winn, Managing General Partner
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
-------------------
