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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
LOISLAW.COM, INC.
(Name of Issuer)
LL ACQUISITION CORP.
ASPEN PUBLISHERS, INC.
WOLTERS KLUWER U.S. CORPORATION
WOLTERS KLUWER NV
(Bidders)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
541431-10-2
(CUSIP Number of Class of Securities)
MR. BRUCE C. LENZ
C/O WOLTERS KLUWER UNITED STATES INC.
161 NORTH CLARK STREET, 48TH FLOOR
CHICAGO, IL 60601
(312) 425-7000
(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 LLP
410 Park Avenue
New York, New York 10022
Telephone (212) 326-0168
DECEMBER 29, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
(Continued on following pages)
(Page 1 of 9 Pages)
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CUSIP NO. 541431-10-2 PAGE 2 OF 9 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LL Acquisition Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
/X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES 9. 14,279,590
BENEFICIALLY 10. SOLE DISPOSITIVE POWER
OWNED BY SHARED DISPOSITIVE POWER
EACH 14,279,590
REPORTING
PERSON WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,279,590 shares of
Common Stock pursuant to
the Stock Option and Tender Agreement
dated as of December 19, 2000(1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.28%
14. TYPE OF REPORTING PERSON
CO
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(1) The Reporting Person disclaims beneficial ownership of such shares and this
Statement shall not be construed as an admission that the Reporting Person
is the beneficial owner of any securities covered by this Statement.
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CUSIP NO. 541431-10-2 PAGE 3 OF 9 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aspen Publishers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
/X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES 9. 14,279,590
BENEFICIALLY 10. SOLE DISPOSITIVE POWER
OWNED BY SHARED DISPOSITIVE POWER
EACH 14,279,590
REPORTING
PERSON WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,279,590 shares of
Common Stock pursuant to
the Stock Option and Tender Agreement
dated as of December 19, 2000(1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.28%
14. TYPE OF REPORTING PERSON
CO
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(1) The Reporting Person disclaims beneficial ownership of such shares and this
Statement shall not be construed as an admission that the Reporting Person
is the beneficial owner of any securities covered by this Statement.
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CUSIP NO. 541431-10-2 PAGE 4 OF 9 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wolters Kluwer U.S. Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
/X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES 9. 14,279,590
BENEFICIALLY 10. SOLE DISPOSITIVE POWER
OWNED BY SHARED DISPOSITIVE POWER
EACH 14,279,590
REPORTING
PERSON WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,279,590 shares of
Common Stock pursuant to the
Stock Option and Tender Agreement
dated as of December 19, 2000(1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.28%
14. TYPE OF REPORTING PERSON
CO
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(1) The Reporting Person disclaims beneficial ownership of such shares and this
Statement shall not be construed as an admission that the Reporting Person
is the beneficial owner of any securities covered by this Statement.
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CUSIP NO. 54131-10-2 PAGE 5 OF 9 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wolters Kluwer nv
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
/X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK; WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES 9. 14,279,590
BENEFICIALLY 10. SOLE DISPOSITIVE POWER
OWNED BY SHARED DISPOSITIVE POWER
EACH 14,279,590
REPORTING
PERSON WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,279,590 shares of
Common Stock pursuant to
the Stock Option and Tender Agreement
dated as of December 19, 2000(1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.28%
14. TYPE OF REPORTING PERSON
CO
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(1) The Reporting Person disclaims beneficial ownership of such shares and this
Statement shall not be construed as an admission that the Reporting Person
is the beneficial owner of any securities covered by this Statement.
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ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Loislaw.com, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices at 105 North 28th Street,
Van Buren, Arkansas, 72956.
(b) The class of equity securities to which this statement relates is common
stock, par value $.001 per share. The information set forth in the Introduction
of the Offer to Purchase, a copy of which is attached hereto as Exhibit A (the
"Offer to Purchase"), is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is filed by LL Acquisition Corp., a Delaware
corporation (the "Offeror"), Aspen Publishers, Inc., a Delaware corporation
("Aspen"), 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"). The information set forth in the Introduction,
Section 9 ("Certain Information Concerning Wolters Kluwer, the Parent, Aspen and
the Offeror") and Schedule I ("Directors and Executive Officers of Wolters
Kluwer, the Parent, Aspen and the Offeror") of the Offer to Purchase is
incorporated herein by reference.
(e) and (f) During the last five years, none of Wolters Kluwer, the Parent,
Aspen or the Offeror and, to the best knowledge of Wolters Kluwer, the Parent,
Aspen and the Offeror, none of the persons listed in Schedule I of the Offer to
Purchase has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violations of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Source and Amount of Funds") of
the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION.
(a)-(g) and (j) The information set forth in the Introduction, Section 11
("Background of the Offer; Past Contacts, Transactions or Negotiations with the
Company") and Section 12 ("Purpose of the Offer and the Merger; Plans for the
Company") of the Offer to Purchase is incorporated herein by reference.
Pursuant to the Agreement and Plan of Merger, dated as of December 19, 2000
(the "Merger Agreement"), the Bylaws of the Offeror at the Effective Time (as
defined in the Merger Agreement) shall be the Bylaws of the Surviving
Corporation (as defined in the Merger Agreement) and the officers and directors
of the Offeror shall be the initial officers and directors of the Surviving
Corporation. The Merger Agreement also provides that the Certificate of
Incorporation of the Company at the Effective Time shall be the Certificate of
Incorporation of the Surviving Corporation. It is expected that the Parent will
cause the dividend policy of the Surviving Corporation to be conformed to that
of other indirect wholly-owned subsidiaries of the Parent.
(h) and (i) The information set forth in Section 7 ("Certain Effects of the
Transaction") of the Offer to Purchase is incorporated herein by reference.
Except as described in the Offer to Purchase, the Merger Agreement, or the
Stock Option and Tender Agreement dated as of December 19, 2000, by and among
the Parent, the Offeror and the stockholders of the Company named therein (the
"Option Agreement"), Wolters Kluwer does not have any plans or proposals which
would result in (i) the acquisition by any person of additional securities of
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the Company, or the disposition of securities of the Company, (ii) an
extraordinary corporate transaction, (iii) a sale or transfer of a material
amount of assets of the Company or of any of its subsidiaries, (iv) any change
in the present board of directors or management of the Company, (v) any material
change in the capitalization or the dividend policy of the Company, (vi) any
other material change in the Company's corporate structure or business,
(vii) changes in the Company's charter, Bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person, (viii) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted on an inter-dealer quotation system of a registered national securities
association, (ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange Act
or (x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the Introduction, Section 9 ("Certain
Information Concerning Wolters Kluwer, the Parent, Aspen and the Offeror"),
Section 11 ("Background of the Offer; Past Contacts, Transactions or
Negotiations with the Company"), and Section 12 ("Purpose of the Offer and the
Merger; Plans for the Company") of the Offer to Purchase is incorporated herein
by reference. As a result of the Offeror's conditional option to purchase the
Shares beneficially owned by the stockholders who are party to the Option
Agreement, each of Wolters Kluwer, the Parent, Aspen and the Offeror may be
deemed to beneficially own, and have shared voting and disposition power with
respect to, an aggregate of 14,279,590 outstanding Shares (representing
approximately 63.28% of the Shares outstanding on December 19, 2000, on a fully
diluted basis.) However, each of Wolters Kluwer, the Parent, Aspen and the
Offeror have disclaimed beneficial ownership of such shares, and this statement
shall not be construed as an admission that any of Wolters Kluwer, the Parent,
Aspen or the Offerer are the beneficial owners of any securities covered by this
statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
The information set forth in the Introduction, Section 9 ("Certain
Information Concerning Wolters Kluwer, the Parent, Aspen and the Offeror"),
Section 11 ("Background of the Offer; Past Contacts, Transactions or
Negotiations with the Company"), Section 12 ("Purpose of the Offer and the
Merger; Plans for the Company") and Section 13 ("The Merger Agreement, the
Option Agreement, the Note and the Security Agreement") of the Offer to Purchase
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A Offer to Purchase, dated December 29, 2000.
Exhibit B Agreement and Plan of Merger, dated as of December 19, 2000,
among the Parent, the Offeror and the Company.
Exhibit C Stock Option and Tender Agreement, dated as of December 19,
2000, by and among the Offeror, the Parent and the
Stockholders set forth therein.
Exhibit D Joint Filing Agreement.
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SIGNATURE
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.
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Dated: December 29, 2000
LL Acquisition Corp.
By: /s/ BRUCE C. LENZ
------------------------------------------
Name: Bruce C. Lenz
Title: Secretary
Aspen Publishers, Inc.
By: /s/ BRUCE C. LENZ
------------------------------------------
Name: Bruce C. Lenz
Title: Secretary
Wolters Kluwer U.S. Corporation
By: /s/ BRUCE C. LENZ
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Name: Bruce C. Lenz
Title: Executive Vice President
Wolters Kluwer nv
By: /s/ J.E.M. VAN DINTER
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Name: J.E.M. van Dinter
Title: Senior Vice President/
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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Exhibit A Offer to Purchase, dated December 29, 2000.
Exhibit B Agreement and Plan of Merger, dated as of December 19, 2000,
among the Parent, the Offeror and the Company.
Exhibit C Stock Option and Tender Agreement, dated as of December 19,
2000, by and among the Offeror, the Parent and the
Stockholders set forth therein.
Exhibit D Joint Filing Agreement.
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