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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 3)
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. 3 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, of the Company (the "Offer"), by MP Acquisition Corp., a
Maryland corporation 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 2. TENDER OFFER OF THE BIDDER
Item 2 is hereby amended by adding thereto the following:
On April 29, 1998, Wolters Kluwer issued a press release
announcing that the expiration of the Offer has been extended to May 19,
1998. The Offer had been previously extended to, and scheduled to expire
on, April 30, 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: April 29, 1998
WAVERLY, INC.
By: /s/ Edward B. Hutton, Jr.
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Name: Edward B. Hutton, Jr.
Title: President and Chief Executive
Officer
