<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 3)
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. 3 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 to add the following information:
The Offeror has extended the Offer until 12:00 midnight (Eastern Time), on
May 19, 1998. An excerpt from the text of a press release, dated April 29, 1998,
issued by Wolters Kluwer with respect to, among other things, the extension of
the Offer is filed herewith as Exhibit (a)(10) and is incorporated by reference.
Item 11. MATERIALS TO BE FILED AS EXHIBITS
(a)(10) Excerpt of Press Release, dated April 29, 1998, issued by Wolters
Kluwer.
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: April 29, 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: April 29, 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: April 29, 1998 Wolters Kluwer nv
By: /s/ PETER W. VAN WEL
------------------------------------------
Name: Peter W. van Wel
Title: Member of the Executive Board
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<S> <C>
(a)(10) Excerpt of Press Release, dated April 29, 1998, issued by Wolters Kluwer
</TABLE>
<PAGE>
EXHIBIT (A)(10)
Excerpt of Press release [Wolters Kluwer LOGO]
Wolters Kluwer
April 29, 1998
Furthermore Wolters Kluwer makes known that with regard to the acquisition of
Waverly in the United States, which was announced in February 1998, Wolters
Kluwer will extend its cash tender offer for all shares of Waverly, Inc.
(NASDAQ: WAVR) at US dollar 39 per share to midnight (EST), Tuesday May 19,
1998. The offer is scheduled to expire at Midnight (EST) April 30, 1998. As of
April 27, 1998 approximately 7.4 million Waverly shares have been tendered.
The extension of the tender offer will allow Wolters Kluwer to fully meet a
routine request for information as part of a Hart-Scott-Rodino review by the
Department of Justice in the United States. 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 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 level of
approx. Dfl. 5 billion and has some 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
Tel: + 31 (0) 20 60 70 421
e-mail: [email protected]
