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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 1)
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. 1 amends 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, relating to the tender offer for all outstanding
shares of common stock, par value $2.00 per share, of the Company,
by MP Acquisition Corp., a Maryland corporation and an indirect
wholly owned subsidiary of Wolters Kluwer U.S. Corporation, a
Delaware corporation, as follows:
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the
following exhibit thereto:
Exhibit 9: Text of Press Release dated March 5,
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: March 5, 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 9 Text of Press Release dated March 5, 1998.
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Exhibit 9
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[Waverly, Inc. Letterhead]
MARCH 5, 1998 PRESS RELEASE
FOR IMMEDIATE RELEASE:
FOR MORE INFORMATION, CONTACT:
WAVERLY, INC. WOLTERS KLUWER U.S.
Edward B. Hutton, Jr. Mary Dale Walters
President and CEO Director, Public Relations
Phone: (410) 528-4241 Phone: (312) 425-7014
Fax: (410) 528-4414 Fax: (312) 425-0232
WAVERLY PROVIDES UPDATE ON MERGER WITH WOLTERS KLUWER
Baltimore, MD...Waverly, Inc. (NASDAQ: WAVR) said today that the
proposed merger between Waverly and Wolters Kluwer U.S. is
undergoing routine review by the Department of Justice, Antitrust
Division, under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (HSR). Wolters Kluwer has received a request for
additional information under HSR; Waverly has received a parallel
request under the Department's Civil Investigative Demand
authority. The company characterized the requests as routine and
not unusual for a transaction of this nature. The HSR waiting
period for the transaction, which was to expire on March 4, 1998,
will be extended until 10 days after Wolters Kluwer substantially
complies with its request. Both companies intend to comply with
their requests expeditiously. The merger is to take place
following the completion of the tender offer by Wolters Kluwer for
all outstanding shares of Waverly common stock, which commenced on
February 18, 1998 and is due to expire on March 17, 1998. It is
anticipated that the tender offer period will be extended until
HSR review has been completed.
