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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
LOISLAW.COM, INC.
(Name of Subject Company (Issuer))
LL ACQUISITION CORP.
ASPEN PUBLISHERS, INC.
WOLTERS KLUWER U.S. CORPORATION
WOLTERS KLUWER NV
(Offerors)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
541431-10-2
(CUSIP Number of Class of Securities)
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COPY TO:
BRUCE C. LENZ ARNOLD J. SCHAAB, ESQ.
C/O WOLTERS KLUWER UNITED STATES INC. PRYOR CASHMAN SHERMAN & FLYNN LLP
161 NORTH CLARK STREET 410 PARK AVENUE
48TH FLOOR 10TH FLOOR
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10022
(312) 425-7000 (212) 326-0168
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(Name, address, and telephone number of persons authorized to receive notices
and communications on behalf of filing persons)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$98,255,325.55 $19,651.07
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 25,546,089 shares of common stock, $.001 par value, of
Loislaw.com, Inc., at $4.3545 net per share in cash, without interest.
** The amount of the filing fee, calculated in acordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash offered by LL Acquisition Corp. for
such number of Shares.
/ / Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid............... Filing Party.........................
Form or Registration No.............. Date Filed...........................
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Tender Offer Statement on Schedule TO is filed by LL Acquisition Corp.,
a Delaware corporation (the "Offeror") and an indirect wholly-owned subsidiary
of Wolters Kluwer U.S. Corporation, a Delaware corporation (the "Parent") and a
direct wholly-owned subsidiary of Aspen Publishers, Inc., a Delaware corporation
("Aspen"). Aspen is a direct wholly-owned subsidiary of the Parent. The Parent
is an indirect wholly-owned subsidiary of Wolters Kluwer nv, a corporation
organized under the laws of the Netherlands ("Wolters Kluwer"). This Schedule TO
relates to the offer by Offeror to purchase all the outstanding shares of common
stock, par value $.001 per share, of Loislaw.com, Inc., a Delaware corporation
(the "Company"), at a purchase price of $4.3545 per share, net to the sellers in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated December 29, 2000 (the "Offer to Purchase"), a
copy of which is attached hereto as Exhibit (a)(1)(i), and in the related Letter
of Transmittal, a copy of which is attached hereto as Exhibit (a)(1)(ii) (the
"Letter of Transmittal", which, together with the Offer to Purchase as they may
be amended and supplemented from time to time, constitute the "Offer").
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary Term Sheet" of the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Loislaw.com, Inc., a Delaware
corporation, which has its principal executive offices at 105 North 28th Street,
Van Buren, Arkansas 72956.
(b) The information set forth under the section entitled "Introduction" of
the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 of the Offer to Purchase is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth in the Introduction, Section 9 and Schedule I
of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the Introduction, Section 9 and Schedule I
of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Introduction, Section 9 and Schedule I
of the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the sections entitled "Summary Term Sheet" and
"Introduction", and Sections 1, 2, 3, 4, 5 and 14 of the Offer to Purchase are
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions. The information set forth in Section 13 of the Offer to
Purchase is incorporated herein by reference.
(b) Significant Corporate Events. The information set forth under
"Introduction" and in Sections 9, 11 and 12 of the Offer to Purchase is
incorporated herein by reference.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in Section 12 of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
(b) There are no alternative financing arrangements or financing plans.
(d) Except as set forth in Section 10 of the Offer to Purchase, none of the
funds required are, or are expected to be, borrowed, directly or indirectly, for
the purpose of this transaction.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under "Introduction" and in Sections 6, 9, 11 and
12 of the Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth under "Introduction" and in Section 16 of the
Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The financial statements of the Parent and the Offeror are not material
because (i) the consideration offered to the stockholders of the Company
consists solely of cash, (ii) the Offer is not subject to any financing
condition and (iii) the Offer is for all outstanding shares of common stock of
the Company, and are therefore not provided.
ITEM 11. ADDITIONAL INFORMATION.
(a)-(b) The information set forth in Sections 7, 9, and 15 of the Offer to
Purchase is incorporated herein by reference.
ITEM 12. EXHIBITS.
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(a)(1)(i) Offer to Purchase, dated December 29, 2000.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter from Merrill Lynch, Pierce, Fenner & Smith
Incorporated to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(v) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(vii) Text of Joint Press Release issued by the Company and
Wolters Kluwer nv on December 19, 2000 (U.S.).
(a)(1)(viii) Text of Joint Press Release issued by the Company and
Wolters Kluwer nv on December 19, 2000 (the Netherlands).
(a)(1)(ix) Summary Advertisement published in The Wall Street Journal
on December 29, 2000.
(a)(2) Not applicable.
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(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of December 19, 2000,
by and among the Company, the Parent and the Offeror.
(d)(2) Stock Option and Tender Agreement, dated as of December 19,
2000, by and among the Parent, the Offeror and certain
stockholders of the Company.
(d)(3) Grid Promissory Demand Note, dated December 19, 2000, by the
Company in favor of the Parent.
(d)(4) Security Agreement, dated as of December 19, 2000, by and
between the Company and the Parent.
(g) Not applicable.
(h) Not applicable.
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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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Dated: December 29, 2000 LL ACQUISITION CORP.
BY: /S/ BRUCE C. LENZ
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Name: Bruce C. Lenz
Title: Secretary
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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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Dated: December 29, 2000 ASPEN PUBLISHERS, INC.
BY: /S/ BRUCE C. LENZ
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Name: Bruce C. Lenz
Title: Secretary
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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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Dated: December 29, 2000 WOLTERS KLUWER U.S. CORPORATION
BY: /S/ BRUCE C. LENZ
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Name: Bruce C. Lenz
Title: Executive Vice President
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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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Dated: December 29, 2000 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
NUMBER DESCRIPTION
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(a)(1)(i) Offer to Purchase, dated December 29, 2000.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter from Merrill Lynch, Pierce, Fenner & Smith
Incorporated to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(v) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(vii) Text of Joint Press Release issued by the Company and
Wolters Kluwer nv on December 19, 2000 (U.S.).
(a)(1)(viii) Text of Joint Press Release issued by the Company and
Wolters Kluwer nv on December 19, 2000 (the Netherlands).
(a)(1)(ix) Summary Advertisement published in The Wall Street Journal
on December 29, 2000.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of December 19, 2000,
by and among the Company, the Parent and the Offeror.
(d)(2) Stock Option and Tender Agreement, dated as of December 19,
2000, by and among the Parent, the Offeror and certain
stockholders of the Company.
(d)(3) Grid Promissory Demand Note, dated December 19, 2000, by the
Company in favor of the Parent.
(d)(4) Security Agreement, dated as of December 19, 2000, by and
between the Company and the Parent.
(g) Not applicable.
(h) Not applicable.
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