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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. 3 ) *
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Cover-All Technologies, 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.
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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)
March 31, 1997
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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 / /.
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 6 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Software Investments Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(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 BOX 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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7 SOLE VOTING POWER
NUMBER OF 4,014,296
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,014,296
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,014,296
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.01%
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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 6 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Care Corporation Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(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 BOX 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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7 SOLE VOTING POWER
NUMBER OF 2,500,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,500,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.96%
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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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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 ("Amendment No. 3") to the Statement on Schedule 13D
dated as of April 3, 1996 (the "Statement"), as amended by Amendment No. 1 to
the Statement dated as of April 30, 1996, and Amendment No. 2 to the Statement
dated as of March 14, 1997, 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 Cover-All Technologies, Inc., a Delaware corporation
formerly known as Warner Insurance Services, Inc. (the "Company"), owned by
Software Investments Limited ("SIL") and Care Corporation Limited ("Care").
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 intention 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
material change in the Company's business, or corporate structure; to effect any
change in the Company's 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.
On March 14, 1997, the Company entered into a Convertible Note Purchase
Agreement ("Note Purchase Agreement") with SIL, Atlantic Employers Insurance
Company, a New Jersey corporation ("AEIC") and Roger D. Benson ("Benson" and,
together with SIL and AEIC, the "Purchasers") pursuant to which each Purchaser
invested $250,000.00, or an aggregate of $750,000.00, in the Company through the
purchase of a 12.5% convertible Note ("Note") to provide the Company with
interim financing while the Company negotiated for a minimum of $2,500,000.00 in
permanent financing. Each Note was convertible into fully paid and
nonassessable shares of Common Stock, par value $0.01 per share.
On March 31, 1997, the Company entered into a permanent financing
arrangement with Tandem Capital, a wholly owned subsidiary of Sirron Capital
Corporation ("Tandem"). Pursuant to Section 7.2 of the Note Purchase Agreement,
the following actions were taken (a) Alfred J. Moccia, Pamela J. Newman, Peter
R. Lasusa and Leonard Gubar have resigned as directors of the Company; (b) Ian
Meredith (an officer and director of an affiliate of Care) was elected to the
Board of Directors of the Company; and (c) the number of members constituting
the Company's Board of Directors was reduced from eight to seven. As a result
of the Company entering into the permanent financing arrangement with Tandem,
the Company repurchased the Notes from each of the Purchasers.
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 24.01% 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 14.96% of the issued and
outstanding shares of Common Stock.
Page 4 of 6 Pages
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(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:
The purchase of the Note on March 14,1997 which gives SIL
the right to convert the Note into 250,000 shares of Common
Stock for $250,000.00. The Note was repurchased by the
Company on March 31, 1997 pursuant to the terms of the Note
Purchase Agreement.
2. The following transactions were recorded by Care:
None.
(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 5 of 6 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 4, 1997
SOFTWARE INVESTMENTS LIMITED
By:/s/ Mark Johnston
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Director
CARE CORPORATION LIMITED
By:/s/ Mark Johnston
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Director
Page 6 of 6 Pages
