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OMB APPROVAL
UNITED STATES OMB NUMBER: 3235-0145
SECURITIES AND EXCHANGE COMMISSION EXPIRES: OCTOBER 31, 1997
WASHINGTON, D. C. 20549 ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE. . . .14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 ) *
Warner Insurance Services, Inc.
(Name of Issuer)
Common, $0.01 par value
(Title of Class of Securities)
934467 10 1
(CUSIP Number)
Alan J. Perkins, Gardere & Wynne, L.L.P.
1601 Elm Street, Suite 3000, Dallas, Texas 75201 (214) 999-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 30, 1996
(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 the statement []. (A fee
is not required only if the reporting person:(1) has a previous statement on
file reporting beneficial ownership or 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).
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SCHEDULE 13D
CUSIP NO. 934467 10 1 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Software Investments Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [/X/]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 4,014,296
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
4,014,296
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,014,296
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.03%
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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SCHEDULE 13D
CUSIP NO. 934467 10 1 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Care Corporation Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [/X/]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 2,500,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,500,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.15%
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 Amendment No. 1 to the Schedule 13D (the "Amendment") is being
filed to reflect the change in form of beneficial ownership of certain shares
of Common Stock, $0.01 par value (the "Common Stock"), of Warner Insurance
Services, Inc., a Delaware corporation (the "Company"), owned by Software
Investments Limited ("SIL"). On April 30, 1996, SIL acquired 1,628,101
shares of the Company's Common Stock pursuant to certain repurchase rights,
converting shared voting and dispositive power over such shares into sole
voting and dispositive power. Also on April 30, 1996, SIL acquired warrants
to purchase 776,562 shares of the Company's Common Stock. SIL exercised
these warrants on May 6, 1996, converting shared voting and dispositive power
over such shares into sole voting and dispositive power.
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, 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
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SIL nor Care have separate executive officers.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
SIL owns of record and beneficially 3,817,420 shares of the Company's
Common Stock. SIL purchased 1,412,758 shares of the Company's Common Stock
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. In addition, pursuant to right to the exercise of the
repurchase rights granted in the Stock Purchase Agreement SIL purchased
1,628,101 shares of the Company's Common Stock on April 30, 1996 at a price
of $3.00 per share, or an aggregate purchase price of $4,884,303. Also on
April 30, 1996, pursuant to a right granted in connection with the Stock
Purchase Agreement SIL purchased warrants to purchase 776,562 shares of the
Company's Common Stock at a price of $1.00 per warrant, or an aggregate
purchase price of $776,562. On May 6, 1996 SIL exercised the warrants and
purchased 776,562 shares of the Company's Common Stock at a price of $2.00
per share or an aggregate purchase price of $1,553,124. 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
Page 5 of 8 Pages
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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 3,817,421 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. The total number
of shared of the Company's Common Stock beneficially owned by SIL is
4,014,296 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 15.15% 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 following transactions were recorded by SIL:
a) The purchase, finally closed 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.
b) The exercise, on April 30, 1996, of (i) a right to acquire
1,628,101 shares of the Company's Common Stock at a price of
$3.00 per share (additional one share due to rounding differences
in connection with the right) and (ii) a right to acquire
Warrants to purchase 776,562 shares of the Company's Common Stock
at a price of $1.00 per warrant.
c) The exercise, on May 6, 1996, of Warrants to purchase 776,562
shares of the Company's Common Stock at a price of $2.00 per
share.
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).
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(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.
Not Applicable
Page 7 of 8 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: May 10, 1996
SOFTWARE INVESTMENTS LIMITED
By: /s/ BRIAN LOWCOCK
---------------------------------------
Director
CARE CORPORATION LIMITED
By: /s/ BRIAN LOWCOCK
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Director
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