-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DGrEPbSgM3mKC51AGekNAkkyLzx/7C1hgULmYvnKoTBEsFG2t8Upj4PhaDKoqrlv n2e/cl+ofKJOvJwYpdazRQ== 0000950129-00-003603.txt : 20000921 0000950129-00-003603.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950129-00-003603 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER RESEARCH INC CENTRAL INDEX KEY: 0000201511 STANDARD INDUSTRIAL CLASSIFICATION: 7374 IRS NUMBER: 251201499 STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-59221 FILM NUMBER: 668701 BUSINESS ADDRESS: STREET 1: 400 SOUTHPOINTE BLVD STREET 2: STE 300 CITY: CANONSBURG STATE: PA ZIP: 15317-8539 BUSINESS PHONE: 4122624430 MAIL ADDRESS: STREET 1: SOUTHPOINT PLZ I STREET 2: 400 SOUTHPOINTE BLVD STE 300 CITY: CANONSBURGH STATE: PA ZIP: 15317-8539 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRI ACQUISITION INC CENTRAL INDEX KEY: 0001118079 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 12855 FLUSHING MEADOW DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 8008881980X1101 MAIL ADDRESS: STREET 1: 12855 FLUSHING MEADOW DR CITY: ST LOUIS STATE: MO ZIP: 63131 SC TO-T 1 scto-t.txt CRI ACQUISITION, INC. FOR COMPUTER RESEARCH, INC. 1 ------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Computer Research, Inc. (Name of Subject Company (Issuer)) CRI Acquisition, Inc. (Name of Filing Person (Offeror)) Common Stock, No Par Value (Title of Class of Securities) 205327109 (CUSIP Number of Class of Securities) Rodger O. Riney CRI Acquisition, Inc. 12855 Flushing Meadow Drive St. Louis, Missouri 63131 (800) 888-1980, ext. 1101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) Copy to: Bryan W. Baker Gardere Wynne Sewell & Riggs, L.L.P. 1000 Louisiana, Suite 3400 Houston, Texas 77002-5007 (713) 276-5754 [x] Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. 2 Check the appropriate boxes below to designate any transaction to which the statement relates: [x] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 3 NEWS RELEASE FOR IMMEDIATE RELEASE: JULY 7, 2000 COMPUTER RESEARCH TO BE ACQUIRED PITTSBURGH - Computer Research, Inc. (OTC BULLETIN BOARD: CRIX) today announced that CRI Acquisition, Inc., a new corporation formed by Rodger O. Riney, the founder and President of Scottrade, Inc., St. Louis, Missouri, has purchased an aggregate of 1,403,495 shares of common stock of Computer Research or 34.76% of the outstanding shares of the Company at a price of $2.42 per share from its two founders, James L. Schultz, President and Chief Executive Officer and David J. Vagnoni, Executive Vice President. The Company and CRI Acquisition have also entered into a Purchase Agreement providing, subject to certain conditions, for CRI Acquisition, or an affiliate, to make a tender offer for all of the outstanding shares of common stock of the Company at a price of $2.42 per share on or before July 31, 2000, or as soon as practicable thereafter but no later than August 7, 2000. Computer Research provides computerized accounting and record-keeping support services to more than 40 securities broker/dealers, banks and other financial institutions throughout the United States. Visit Computer Research at www.crix.com. Mr. Riney is the founder, President and Chief Executive Officer of Scottrade, Inc. He has been active in the securities industry for more than 30 years and founded Scottrade in 1980. Scottrade, formerly Scottsdale Securities, Inc., is a securities brokerage firm that is registered with the SEC and the NASD. Mr. Riney is also a director of Knight Trading Group, Inc. (Nasdaq NM: NITE), a securities market maker. Mr. Schultz stated "For some time now the management of Computer Research has been seeking ways to enhance shareholder value and at the same time strengthen its financial position and broaden its customer base. Mr. Riney with his experience and knowledge of the financial industry will permit the Company to continue to provide a high level of service on an independent basis from a significant position of strength and provide us with the opportunity to grow our business. I expect to remain with the Company as its President and Chief Executive Officer and work with Mr. Riney in growing the business and developing an orderly management succession plan." 4 Mr. Riney said "I am delighted to have the opportunity to move further into the financial services industry. Computer Research has technology, experience and a commitment to client service that I believe is unique within its industry segment. I expect to help Computer Research strengthen its management team and expand its business." The Company also announced it has terminated its letter of intent with SunGard Data Systems, Inc. of June 7, 2000 agreeing to be acquired at $2.00 per share. IMPORTANT INFORMATION. The tender offer described in this announcement for the outstanding shares of Computer Research, Inc. has not yet commenced. As soon as the tender offer commences, a tender offer statement and a solicitation/recommendation statement will be filed with the U.S. Securities and Exchange Commission (SEC). The tender offer statement and the solicitation/recommendation statement should be read when they become available because they will contain important information about the tender offer. The tender offer statement and the solicitation/recommendation statement and other documents that are filed with the SEC can be obtained for free at the SEC's web site at: www.sec.gov. In addition, documents filed with the SEC by Computer Research or by CRI Acquisition will be available free of charge by directing a written request to the Secretary of Computer Research at Southpointe Plaza I, 400 Southpointe Boulevard, Suite 300, Canonsburg, PA 15317. FORWARD LOOKING STATEMENTS. This release contains forward looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected in such statements. Potential risks and uncertainties include but are not limited to, satisfaction of the conditions to the commencement and closing of the tender offer set forth in the Purchase Agreement, including the requirement that CRI Acquisition acquire more than two-thirds of the Company's outstanding shares of Common Stock as a result of the tender offer. -----END PRIVACY-ENHANCED MESSAGE-----