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EXHIBIT (a)(3)
[COMPUTER RESEARCH, INC. LOGO]
August 4, 2000
Dear Shareholders:
I am pleased to inform you that on July 7, 2000, Computer Research, Inc.
(the "Company"), Xxxx Xxxxxxx and I entered into a Purchase Agreement (the
"Agreement") with CRI Acquisition, Inc. ("CRI"), a newly formed corporation
owned by Xxxxxx X. Xxxxx, providing for the acquisition of all of the
outstanding shares of stock of the Company. Pursuant to the Agreement, on July
7, 2000, Xxxx Xxxxxxx and I sold all our shares of the Company to CRI at a price
of $2.42 per share in cash. As required under the Agreement, CRI has now
commenced a tender offer for all remaining outstanding shares of the Company at
$2.42 per share in cash (the "Offer").
Following successful completion of the Offer, CRI or a corporation wholly
owned by it will merge into the Company (the "Merger"), and all of the shares
not purchased in the Offer (other than any shares as to which appraisal rights
have been properly perfected under applicable law) will be converted into the
right to receive $2.42 per share in cash.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AGREEMENT, THE OFFER
AND THE MERGER, AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE
FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS SHAREHOLDERS. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU TENDER YOUR SHARES PURSUANT
TO THE OFFER.
As described in the enclosed Agreement, CRI's obligation to purchase any
shares is conditioned on the tender of at least 66 2/3% of all shares. The board
of directors thus urges you to tender your shares promptly.
Enclosed with this letter is a copy of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, which describes the
reasons for the board of directors' recommendation. Also enclosed is the Offer
to Purchase by CRI, together with related materials, including a Letter of
Transmittal to be used for tendering your shares. These materials set forth in
detail the terms and conditions of the Offer, and provide instructions on how to
tender your shares. I urge you to read the enclosed materials carefully.
Sincerely,
Xxxxx X. Xxxxxxx,
President and Treasurer
