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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Warner Insurance Services, Inc.
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(Name of Issuer)
Common, $0.01 par value
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(Title of Class of Securities)
934467 10 1
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(CUSIP Number)
Alan J. Perkins, Gardere & Wynne, L.L.P.
1601 Elm Street, Suite 3000, Dallas, Texas 75201 (214) 999-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 3, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 934467 10 1 Page 2 of 7 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Software Investments Limited
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
British Virgin Islands
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,609,633
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
2,404,662
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(9) Sole Dispositive Power
1,609,633
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(10) Shared Dispositive Power
2,404,662
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,014,295
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.03%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 934467 10 1 Page 3 of 7 Pages
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Care Corporation Limited
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
British Virgin Islands
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Number of Shares (7) Sole Voting Power
Beneficially Owned 2,500,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
2,500,000
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
15.89%
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(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to shares of
Common Stock, $0.01 par value (the "Common Stock"), of Warner Insurance
Services, Inc., a Delaware corporation (the "Company"), which has its
principal executive offices at 18-01 Pollitt Drive, Fair Lawn, New Jersey
07410.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c): The following sets forth the information required
by Items 2(a), (b) and (c):
1. Software Investments Limited, a British Virgin Islands
corporation ("SIL"), is principally engaged in the
investment business. SIL is owned by Software Trust, a
Jersey Discretionary Settlement, the trustee of which is
First Island Trustees Limited. The directors of SIL are
Brian Lowcock, Mark D. Johnston, Colin Smartt, Clive
Barton and Stephen Milsom. The business address of SIL is
Abbott Building, P.O. Box 3186, Main Street, Road Town,
Tortola, British Virgin Islands. The business address of
Software Trust and First Island Trustees Limited is First
Island House, Peter Street, St. Helier, Jersey, Channel
Islands.
2. Care Corporation Limited, a British Virgin Islands
corporation ("Care"), is principally engaged in the
investment business. A majority of the shares of equity
stock of Care is owned by Care Trust, a Jersey
Discretionary Settlement, the trustee of which is First
Island Trustees Limited. The directors of Care are Brian
Lowcock, Mark D. Johnston, Colin Smartt, Clive Barton and
Stephen Milsom. The business address of Care is Abbott
Building, P.O. Box 3186, Main Street, Road Town, Tortola,
British Virgin Islands. The business address of Care
Trust and First Island Trustees Limited is First Island
House, Petter Street, St. Helier, Jersey, Channel Islands.
(d) None of the directors or executive officers of SIL or
Care has during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the directors or executive officers of SIL or Care has,
during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Brian Lowcock, Clive Barton and Stephen Milsom are citizens of the
United Kingdom and residents of the British Channel Islands;
Mark D. Johnston is a citizen of Australia and a resident of
Monaco; and Colin Smartt is a citizen and resident of Australia.
Neither SIL nor Care have separate executive officers.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
SIL owns of record and beneficially 1,412,758 shares of the Company's
Common Stock, which
Page 4 of 7 Pages
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were purchased at a price of $2.00 per share or an aggregate purchase price
of $2,825,516 pursuant to a Stock Purchase Agreement dated as of March 31,
1996, by and among the Company, SIL and Care ("Stock Purchase Agreement").
The closing of the transactions contemplated by the Stock Purchase Agreement
was completed on April 3, 1996. The funds used to acquire the Company's
Common Stock came from available working capital and/or available cash on
hand of SIL.
See Item 5 below for a description of certain other shares of Common
Stock deemed to be beneficially owned by SIL.
Care owns of record and beneficially 2,500,000 shares of the Company's
Common Stock, which were issued to Care pursuant to the Stock Purchase
Agreement in exchange for an exclusive license to certain software owned by
Care for use in Canada, Mexico, Central America and South America pursuant to
an Exclusive Software License Agreement, dated as of March 31, 1996, by and
between Care, the Company, and a wholly owned subsidiary of the Company
("Exclusive Software License Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
SIL and Care are holding their shares of the Company's Common Stock for
investment. SIL and Care have no present intentions to cause the Company to
engage in any extraordinary transactions; to sell or transfer any of the
Company's material assets or the assets of its subsidiary; to effect any
change of the Company's business, corporate structure, capitalization,
dividend policy, or certificate of incorporation; or to delist or terminate
the registration of any securities of the Company; but reserves the right to
propose or undertake or participate in any of the foregoing actions in the
future.
Pursuant to Section 9.1 of the Stock Purchase Agreement, the Company
shall take all necessary action to accomplish the following: (a) Mark Donald
Johnston shall be elected as a Director of the Company in the class of 1996
as the designee of SIL and Care to the Company's Board of Directors (a "Care
Designee"); (b) a Care Designee, which may be Mark Donald Johnston or a
successor designated to the Company by SIL and Care, shall be included as one
of the management nominees for Director of the Company at each meeting of the
stockholders, beginning with the 1996 meeting of stockholders; (c) if the
Care Designee is not elected at the 1996 annual meeting of stockholders or
any subsequent annual meeting called for the purpose of reelecting or
electing such class of Directors, the Company shall elect the Care Designee
to its Board of Directors, and amend its By-Laws to create any vacancy if
required, to serve for a period equal to the remainder of the term of such
class of Directors; (d) if, at any time, any Care Designee shall decline or
be unable to serve as a Director of the Company, another Care Designee shall
be elected as a Director of the Company to fill the vacancy thus created.
Each Care Designee shall have all voting and other rights provided to
Directors of the Company generally. The Company shall be required to comply
with this Section 9.1 for as long as SIL and Care collectively hold an
aggregate of 20% or more of the issued and outstanding shares of the
Company's Common Stock. Mark Donald Johnston was elected as a Director of the
Company effective April 16, 1996.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b): The following sets forth the information required by Items
5(a) and (b):
SIL is the beneficial owner of 1,412,758 shares of the Company's Common
Stock and presently exercisable warrants to purchase 196,875 shares of Common
Stock over which SIL has sole voting and dispositive power. In addition, the
Company has transferred to SIL a presently exercisable right to acquire (i)
1,628,100 shares of the Company's Common Stock and (ii) presently exercisable
warrants to purchase
Page 5 of 7 Pages
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776,562 shares of the Company's Common Stock, over which SIL may be deemed to
have shared voting and dispositive power. The total number of shared of the
Company's Common Stock beneficially owned by SIL is 4,014,295 shares,
constituting 24.03% of the Company's Common Stock.
Care is the beneficial owner of 2,500,000 shares of the Company's Common
Stock, over which Care has sole voting and dispositive power. The 2,500,000
shares of Common Stock owned by Care constitute 15.89% of the issued and
outstanding shares of Common Stock.
(c) The only transactions in the Company's Common Stock effected by or
for SIL and Care within the last 60 days are:
1. The purchase by SIL on April 3, 1996, of (i) 1,412,758 shares of
the Company's Common Stock at a price of $2.00 per share, (ii)
warrants to purchase 196,875 shares of the Company's Common Stock
at a price of $2.00 per share, (iii) a right to acquire 1,628,100
shares of the Company's Common Stock at a cash price equal to the
greater of $3.00 or 50% of the then market price of a share of
Warner Common Stock (market price means the average closing price
for a share of Warner Common Stock on such market which is or may
become the major trading market for Warner Common Stock for the
five business days immediately prior to the notice of exercise of
such option), and (iv) a right to acquire Warrants to purchase
776,562 shares of the Company's Common Stock at an aggregate price
of $3.00 per share; and
2. Care acquired 2,500,000 shares of the Company's Common Stock on
April 3, 1996, pursuant to the Stock Purchase Agreement, in
exchange for Care transferring to the Company a license to certain
software owned by Care pursuant to the Exclusive Software License
Agreement (See Item 3 for a description).
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement Regarding Filing of Schedule 13D
Exhibit B - Stock Purchase Agreement, dated as of March 31, 1996, by and
among the Company, SIL and Care (incorporated by reference
to Exhibit 10.1 to the Company's Report on Form 8-K dated
March 28, 1996, and filed with the Commission on April 8,
1996)
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATE: April 12, 1996
SOFTWARE INVESTMENTS LIMITED
By: /s/ Stephen Milson
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Director
CARE CORPORATION LIMITED
By: /s/ Clive Barton
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Director
190831/GW02
Page 7 of 7 Pages
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EXHIBIT A
AGREEMENTS REGARDING FILING SCHEDULE 13D
Each of the undersigned hereby agrees that the Schedule 13D to which
this agreementt is filed as an exhibit be filed with the Securities and
Exchange Commission on behalf of the parties hereto, and hereby represents to
each of the other parties hereto that it is eligible to use Schedule 13D.
Each of the undersigned agrees that it is responsible for the timely filing
of Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning itself contained therein, and that
none of the parties hereto are responsible for the completeness or accuracy
of the information concerning the other parties, unless it knows or has
reason to believe that the information concerning the other parties is
inaccurate.
DATE: April 12, 1996
SOFTWARE INVESTMENTS LIMITED
By: /s/ Stephen Milson
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Director
CARE CORPORATION LIMITED
By: /s/ Clive Barton
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Director
