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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 5)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
WAVERLY, INC.
(NAME OF SUBJECT COMPANY)
WAVERLY, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $2.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
943614107
(CUSIP NUMBER OF CLASS OF SECURITIES)
EDWARD B. HUTTON, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
351 WEST CAMDEN STREET
BALTIMORE, MARYLAND 21117
(410) 528-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
MICHAEL P. ROGAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005-2111
(202) 371-7000
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This Amendment No. 5 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Waverly, Inc., a
Maryland corporation (the "Company"), filed with the Securities and
Exchange Commission on February 18, 1998, as amended, relating to the
tender offer for all outstanding shares of common stock, par value $2.00
per share (the "Shares"), of the Company (the "Offer"), by MP Acquisition
Corp., a Maryland corporation ("Newco") and an indirect wholly owned
subsidiary of Wolters Kluwer U.S. Corporation, a Delaware corporation
("Wolters Kluwer"). Capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to such terms in the Schedule
14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended by adding thereto the following:
On May 18, 1998, the Company issued a press release announcing, among
other things, that the Hart-Scott-Rodino review period by the Department of
Justice in conjunction with the sale of the Company to Wolters Kluwer
expired at 11:59 p.m. on Sunday, May 17, 1998, without any further
government action. The Company also announced that it has been advised
that Wolters Kluwer expects to purchase all shares tendered into its cash
tender offer shortly after the expiration of the Offer at midnight (EDT)
Tuesday, May 19, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following exhibit
thereto:
Exhibit 11: Text of Press Release dated May 18, 1998.
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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.
Dated: May 18, 1998
WAVERLY, INC.
By: /s/ Edward B. Hutton, Jr.
--------------------------------
Name: Edward B. Hutton, Jr.
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit No. Description
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Exhibit 11 Text of Press Release dated May 18, 1998.
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Exhibit 11
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[Waverly, Inc. Letterhead]
May 18, 1998 PRESS RELEASE
For Immediate Release: Contact for Financial Information:
E. Philip Hanlon, Chief Financial Officer
(410) 528-4389
WAVERLY ANNOUNCES EXPIRATION OF HSR REVIEW
Baltimore, MD...Waverly, Inc. (NASDAQ:WAVR) announced today that the Hart-
Scott-Rodino (HSR) review period by the Department of Justice in
conjunction with the sale of the Company to Wolters Kluwer expired at 11:59
p.m. on Sunday, May 17, 1998, without any further government action. The
Company has been advised that Wolters Kluwer expects to purchase all shares
tendered into its cash tender offer shortly after the expiration of the
offer at midnight (EDT) Tuesday, May 19, 1998.
The Company also announced today that it filed its SEC 10Q for the three
months ended March 31, 1998. Revenues for the period were $38.3 million,
down 2% from the prior year. The Company recorded a net loss of $1.6
million, or $0.18, for basic earnings per share compared with net income of
$684,000, or $0.08, for basic earnings per share ($0.07 on a diluted per-
share basis) for the same period last year. The results in the current
year include $900,000 in costs associated with the sale of the Company to
Wolters Kluwer. The Quarter's results are below the comparable quarter in
the prior year because of anticipated lower revenues in book publishing,
especially in southeast Asia and Germany.
