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)
Carol Winn Dunaway
500 Alta Drive
Fort Worth, Texas 76107
(817) 735-1111
(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 8 Pages)
SCHEDULE 13D
CUSIP No. 205195100
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carol Winn Dunaway
_________________________________________________________________
(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 2,167,500*
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,854,412**
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 2,167,500*
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
2,854,412**
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,021,912* **
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.7%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
NOTES TO PRECEDING PAGE
* Includes 267,500 Shares held by the Carol Winn Dunaway Family
Trust, of which Mrs. Dunaway is the sole trustee. Mrs. Dunaway
disclaims beneficial ownership of such Shares.
** Includes 26,650 Shares and options to purchase 15,000 Shares
awarded under the Company's stock option plans held by Mrs.
Dunaway's spouse; 696,150 Shares held by the Winn Family
Irrevocable Trust, of which Mrs. Dunaway is a co-trustee; and
299,050 Shares held by the Francis W. Winn Grandchildren's
Trust, of which Mrs. Dunaway is a co-trustee. Mrs. Dunaway
disclaims beneficial ownership of all such Shares. Includes
1,438,462 Shares held by Winn Family Ltd., a limited partnership
of which Mrs. Dunaway is a general partner. Mrs. Dunaway
disclaims beneficial ownership of such Shares except to the
extent of her ownership interest therein. Includes 379,100
Shares held by Turtle Creek Group, Ltd., a limited partnership
of which Mrs. Dunaway is a limited partner. The general partner
of Turtle Creek Group, Ltd. is Turtle Creek Group Management,
L.C., a limited liability company of which Mrs. Dunaway is a
member and her spouse is the managing member. Mrs. Dunaway
disclaims beneficial ownership of such Shares, except to the
extent of her ownership interest in each of Turtle Creek Group,
Ltd. and Turtle Creek Group Management, L.C.
This statement constitutes Amendment No. 1 to the Schedule 13D filed
by Carol Winn Dunaway 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"), Mrs. Dunaway 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 Mrs. Dunaway is 5,021,912, which includes the right of Mrs. Dunaway's
spouse, James R. Dunaway, Jr., to acquire 15,000 Shares pursuant to options
awarded under the Company's stock option plans. Such Shares, including Shares
underlying such options, constitute 34.7% of the Shares outstanding.
(b) Mrs. Dunaway 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 1,900,000
Carol Winn Dunaway Family Trust 267,500
Mrs. Dunaway is the sole trustee of the Carol Winn Dunaway Family
Trust. She disclaims beneficial ownership of Shares held by such trust.
(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)
Turtle Creek Group, Ltd.(3) 379,100
James R. Dunaway, Jr.
(spouse)(4) 41,650
Francis W. Winn
Grandchildren's Trust(5) 299,050
(1) Mrs. Dunaway is one of three general partners of Winn Family
Ltd. She shares voting and dispositive power equally with the other two
general partners, Dr. David L. Winn and Mr. Stephen T. Winn (both of whom are
Mrs. Dunaway's brothers). Information required for Dr. David L. Winn and Mr.
Stephen T. Winn pursuant to Item 5(b) is as follows:
(a) Dr. David L. Winn, M.D. (a) Mr. Stephen T. Winn
(b) RR 2, Box 332W (b) 2395 Midway Road
Leander, TX 78641 Carrollton, TX 75006
(c) Physician (c) President and CEO
190 Buttercup Creek Blvd. Computer Language Research,Inc.
Cedar Park, TX 76107 2395 Midway Road
Carrollton, TX 75006
(d) None (d) None
(e) None (e) None
(f) United States (f) United States
Mrs. Dunaway disclaims beneficial ownership of the Shares held by
Winn Family Ltd. except to the extent of her ownership interest therein.
(2) Mrs. Dunaway is one of three co-trustees of the Winn Family
Irrevocable Trust. She shares voting and dispositive power equally with her
co-trustees, Dr. David L. Winn and Mr. Stephen T. Winn. See (1) above for
information required by Item 5(b) for Dr. David L. Winn and Mr. Stephen T.
Winn. Mrs. Dunaway disclaims beneficial ownership of the Shares held by the
Winn Family Irrevocable Trust.
(3) Mrs. Dunaway is a limited partner of Turtle Creek Group, Ltd., a
limited partnership. The general partner of Turtle Creek Group, Ltd. is Turtle
Creek Group Management, L.C., a limited liability company of which Mrs. Dunaway
is a member and her husband, James R. Dunaway, Jr. is the managing member.
Mrs. Dunaway disclaims beneficial ownership of such Shares except to the extent
of her ownership interest in Turtle Creek Group, Ltd. and Turtle Creek Group
Management, L.C. Information required to be furnished for James R. Dunaway,
Jr. by Item 5(b) 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
(4) Mrs. Dunaway's husband, James R. Dunaway, Jr., is the record
owner of 26,650 Shares and has the right to acquire an additional 15,000 Shares
pursuant to options awarded under the Company's stock option plans. See (3)
above for information required by Item 5(b) for James R. Dunaway, Jr. Mrs.
Dunaway disclaims beneficial ownership of Shares and options held James R.
Dunaway, Jr.
(5) Mrs. Dunaway is one of three co-trustees of the Francis W. Winn
Grandchildren's Trust. She shares voting and dispositive power with her co-
trustees, Dr. David L. Winn and Mr. Stephen T. Winn. See (1) above for
information required by Item 5(b) for Dr. David L. Winn and Mr. Stephen T.
Winn. Mrs. Dunaway disclaims beneficial ownership of the Shares held by the
Francis W. Winn Grandchildren's Trust.
(c) No transactions in Shares have been effected by Mrs. Dunaway 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.
Stock Purchase Agreement. In connection with the Merger Agreement, Thomson,
Purchaser, Mrs. Dunaway and certain other stockholders of the Company
(collectively with Mrs. Dunaway, 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 Mrs. Dunaway, 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, Mrs.
Dunaway, Mr. Stephen T. Winn, Mr. James R. Dunaway, Jr., Dr. David L. Winn and
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.
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.
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.
CAROL WINN DUNAWAY
Date: January 15, 1998
/s/ Carol Winn Dunaway
By: Carol Winn Dunaway
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.
