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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
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
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This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
("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, as previously amended, 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 as follows:
The first paragraph of Section 15--"Certain Conditions to the Offeror's
Obligations" of the Offer to Purchase, filed as Exhibit (a)(1) to Schedule
14D-1, is deleted in its entirety and replaced with the following:
Notwithstanding any other term of the Offer, the Offeror shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange Act
(relating to the Offeror's obligation to pay for or return tendered Shares after
the termination or withdrawal of the Offer), to pay for any Shares tendered
pursuant to the Offer unless (i) there shall have been validly tendered and not
withdrawn prior to the expiration of the Offer such number of Shares, which
together with the Shares beneficially owned by the Parent or the Offeror
constitute at least two-thirds of the Shares outstanding on a fully diluted
basis, and (ii) any applicable waiting period under the HSR Act or the antitrust
laws of applicable jurisdictions outside the United States applicable to the
purchase of Shares pursuant to the Offer shall have expired or been terminated.
Furthermore, notwithstanding any other term of the Offer, the Offeror shall not
be required to accept for payment or, subject to the aforementioned
requirements, pay for any Shares not theretofore accepted for payment or paid
for, and may terminate the Offer if, at any time on or after the date of the
Merger Agreement and prior to the expiration of the Offer, any of the following
conditions exists (other than as a result of any action or inaction of the
Parent or the Offeror that constitutes a breach of the Merger Agreement):
Item 10(f) is hereby further amended to add the following information:
The Offeror has extended the Offer until 12:00 midnight (Eastern Time), on
April 30, 1998. The full text of a press release, dated March 17, 1998, issued
by Wolters Kluwer with respect to the extension of the Offer is filed herewith
as Exhibit (a)(9) and is incorporated by reference.
Item 11. MATERIALS TO BE FILED AS EXHIBITS
(a)(9) Press Release, dated March 17, 1998, issued by Wolters Kluwer.
2
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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.
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<S> <C> <C>
Dated: March 17, 1998 MP Acquisition Corp.
By: /s/ BRUCE C. LENZ
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Name: Bruce C. Lenz
Title: Vice President, Treasurer and
Secretary
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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.
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<S> <C> <C>
Dated: March 17, 1998 Wolters Kluwer U.S. Corporation
By: /s/ BRUCE C. LENZ
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Name: Bruce C. Lenz
Title: Executive Vice President
and Chief Financial Officer
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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.
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<S> <C> <C>
Dated: March 17, 1998 Wolters Kluwer nv
By: /s/ PETER W. VAN WEL
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Name: Peter W. van Wel
Title: Member of the Executive Board
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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(a)(9) Press Release, dated March 17, 1997, issued by Wolters Kluwer
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EXHIBIT (A)(9)
Press release [Wolters Kluwer LOGO]
Wolters Kluwer
Mach 17, 1998
Wolters Kluwer extends tender offer period for Waverly, Inc. stock
Wolters Kluwer announced that it will extend its cash tender offer for all
shares of Waverly, Inc. (NASDAQ: WAVR) at US$39 per share to Midnight (EST),
April 30, 1998. The offer was originally scheduled to expire March 17, 1998. As
of March 17, 1998 approx. 6.3 million Waverly shares have been tendered.
Wolters Kluwer decided to extend the tender offer period until after completion
of a routine Hart-Scott-Rodino review by the Department of Justice (DOJ). As
indicated in a March 5, 1998 announcement by Waverly, both companies required
more time to comply with DOJ requests for additional information. The
acquisition of Waverly by Wolters Kluwer was announced February 11, 1998.
The complete terms and conditions of the tender offer are set forth in the
offering documents filed with the Securities and Exchange Commission. Credit
Suisse First Boston Corporation is acting as Dealer Manager for the offer and
Georgeson & Company Inc. is acting as Information Agent.
Wolters Kluwer is a multidomestic publishing company active in 26 countries.
Core activities are legal and tax publishing, business publishing,
medical/scientific publishing, educational publishing/professional training,
trade publishing for selected markets.
Wolters Kluwer has a sales of approx. NLG 5 billion and has sone 14,000
employees. The corporate website of Wolters Kluwer on the Internet can be
accessed at http://www.wolters-kluwer.com.
Wolters Kluwer nv
P.O. Box 818
1000 AV Amsterdam
The Netherlands
Telephone: + 31 20 60 70 460
e-mail: [email protected]
