<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)
Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange
Act of 1934
WAVERLY, INC.
(Name of Subject Company)
MP ACQUISITION CORP.
WOLTERS KLUWER U.S. CORPORATION
WOLTERS KLUWER NV
(Bidders)
COMMON STOCK, $2.00 PAR VALUE PER SHARE
(Title of Class of Securities)
943614107 (COMMON STOCK)
(CUSIP Number of Class of Securities)
MR. PETER W. VAN WEL
c/o Wolters Kluwer United States Inc.
161 North Clark Street
48th Floor
Chicago, Illinois 60601
(312) 425-7010
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
COPY TO:
Arnold J. Schaab, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Telephone (212) 326-0168
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1 of
MP Acquisition Corp., a Maryland corporation (the "Offeror"), Wolters Kluwer
U.S. Corporation, a Delaware corporation (the "Parent"), and Wolters Kluwer nv,
a corporation organized under the laws of the Netherlands ("Wolters Kluwer")
filed with the Securities and Exchange Commission on February 18, 1998, relating
to the tender offer (the "Offer") for all outstanding shares of common stock,
par value $2.00 per share of Waverly, Inc., a Maryland corporation (the
"Company"), as follows:
Item 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended to add the following information:
The proposed merger between Waverly and the Offeror is undergoing routine
review by the Department of Justice, Antitrust Division (the "Department"),
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"). In
furtherance of such review, Wolters Kluwer has received a request for additional
information. The Company has informed Wolters Kluwer that it has received a
similar request. 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 such request. Wolters Kluwer intends to comply
expeditiously with the Department's request and has been informed that the
Company also intends to comply expeditiously with the Department's request. The
merger is to take place following the completion of the Offer 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 the Department's HSR review has
been completed.
2
<PAGE>
SIGNATURE
After due 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.
<TABLE>
<S> <C> <C>
Dated: March 6, 1998 MP Acquisition Corp.
By: /s/ BRUCE C. LENZ
------------------------------------------
Name: Bruce C. Lenz
Title: Vice President, Treasurer and
Secretary
</TABLE>
<PAGE>
SIGNATURE
After due 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.
<TABLE>
<S> <C> <C>
Dated: March 6, 1998 Wolters Kluwer U.S. Corporation
By: /s/ BRUCE C. LENZ
------------------------------------------
Name: Bruce C. Lenz
Title: Executive Vice President
and Chief Financial Officer
</TABLE>
<PAGE>
SIGNATURE
After due 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.
<TABLE>
<S> <C> <C>
Dated: March 6, 1998 Wolters Kluwer nv
By: /s/ PETER W. VAN WEL
------------------------------------------
Name: Peter W. van Wel
Title: Member of the Executive Board
</TABLE>
