<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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LOISLAW.COM, INC.
(NAME OF SUBJECT COMPANY)
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LOISLAW.COM, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
541431-10-2
(CUSIP NUMBER OF CLASS OF SECURITIES)
Kyle D. Parker
Loislaw.com, Inc.
105 North 28th St.
Van Buren, AR 72956
(501) 471-5581
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
With copies to:
Kenn W. Webb, Esq. Michael E. Dillard, P.C.
Novakov Davis & Munck, P.C. Akin, Gump, Strauss, Hauer & Feld, L.L.P.
900 Three Galleria Tower 1700 Pacific Avenue, Suite 4100
13155 Noel Rd. Dallas, Texas 75201-4675
Dallas, TX 75240 (214) 969-2800
214-922-9221
[X]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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<PAGE>
CONTACT: Mary Dale Walters Kyle Parker
Director of Public Relations CEO
Wolters Kluwer North America Loislaw.com
312-425-7014 501-471-5581
[email protected] [email protected]
U.S. version of statement issued by Wolters Kluwer nv, Amsterdam
WOLTERS KLUWER TO ACQUIRE LOISLAW
---------------------------------
(CHICAGO AND VAN BUREN, ARK, December 19, 2000) -- Wolters Kluwer nv and
Loislaw.com, Inc., Van Buren, Ark., USA, an online provider of comprehensive
legal information, announced today that they have entered into a definitive
agreement for the sale of Loislaw.com (Nasdaq: LOIS) to Wolters Kluwer nv for
approximately net $95 million, or $4.3545 per share. Wolters Kluwer nv said it
will commence with a tender offer for all outstanding shares of Loislaw.com, and
that holders of approximately 67 percent of the shares, including Founder and
ceo Kyle D. Parker, have agreed to tender their shares.
When the sale is completed, Loislaw will become a unit of Aspen Publishers,
Gaithersburg, Md., USA, a provider of legal, business and health care
information and a Wolters Kluwer North America company.
Loislaw is a national provider of primary and secondary source material for
legal research that is delivered on a subscription basis over the Internet.
Loislaw provides more than 2,200 databases and citation research services,
containing more than 10 million documents, covering federal case law, statutory
law, administrative law, court rules and other legal information for the U.S. as
well as for all 50 states and the District of Columbia. Its Lois LawWatch/TM/
provides personalized, intelligent search agents that automatically and
continuously search the Loislaw website and notifies subscribers when new
documents match their search criteria. In addition, Loislaw's GlobalCite/SM/
allows a Loislaw user to scan all Loislaw databases to find documents that have
cited the document the user is viewing.
Loislaw's primary subscribers are mid-size and small law firms (typically with
fewer than 20 lawyers), corporate legal departments and judges that depend on
the company for current and accurate primary and secondary legal information
that is affordable and easy-to-use. In addition, the company provides
Loislawschool.com to faculty and students in 95 percent of the American Bar
Association accredited law schools.
The acquisition will provide a strong complement to Aspen's current position as
a primary publisher of expert-authored proprietary content. Aspen, which has
annual sales of approximately $150 million, currently publishes a wide range of
practice-focused books, newsletters, cd-roms and online services. Aspen's
extensive line of analytical legal materials, combined with Loislaw's source
data, will allow for valuable Internet applications that will bring even greater
value to the attorney, corporate and education markets.
"Loislaw gives Wolters Kluwer North America and Aspen the opportunity to
accelerate our overall strategy and broaden our ability to deliver comprehensive
Internet portals to legal professionals," said Hugh Yarrington, member of the
Wolters Kluwer nv executive board. "We'll be able to deliver to general and
specialized law practices a robust, web-enabled service that includes critical
and timely source materials integrated with exclusive topical treatises and
analytical works by the world's leading legal authorities."
"Loislaw has been very successful in meeting the affordable, primary legal
research needs of firms and sole practitioners," said Kyle Parker, founder and
CEO, Loislaw.com, Inc. "This transaction allows us to deliver even greater value
and a broader array of products and services to our customers. We look forward
to working together with Aspen and Wolters Kluwer as we move forward."
<PAGE>
Through the acquisition of Loislaw, Wolters Kluwer will be better able to serve
attorneys, particular those in small- and mid-size law firms. The transaction
further positions Wolters Kluwer as a major publisher of online legal
information and strengthens Aspen's ability to move rapidly ahead with online
delivery of its existing proprietary legal content. In addition, the integration
of Loislaw into Aspen will give Aspen's large customer base access to Loislaw's
timely source data, further enhancing its value proposition to all customers.
Loislaw currently employs approximately 400 employees and has projected 2000
sales of approximately $14 million.
Wolters Kluwer expects Loislaw sales to benefit strongly from this deal, both
through the significantly increased customer base and the advantages of Aspen's
effective marketing capabilities. Loislaw is expected to pass the break-even
point at operating profit (EBITA) level in 2001 and should be able to reach
margins in line with those of Wolters Kluwer nv soon thereafter. The transaction
will be funded through internal resources and is expected to be cash EPS
enhancing in 2002.
Wolters Kluwer expects the tender offer for Loislaw.com shares to be completed
by spring of 2001. The agreement is subject to the usual regulatory clearances
in the United States.
About Loislaw.com
Loislaw.com (www.loislaw.com) provides lawyers, law firms, law students, law
schools, judges, corporate legal departments and libraries with comprehensive,
affordable, "must-have" and easy-to-use legal and related information via the
Internet and on CD-ROM. The company's website and CD-ROM products feature legal
information from over 2,200 databases, estimated to contain over 10 million
documents of federal and state law, continuing legal education materials, and
other legal information. The federal databases include the official decisions
for the U.S. Supreme Court and the 13 U.S. Courts of Appeals, Supreme Court
Rules, the U.S. Code, Code of Federal Regulations, the Federal Register, Public
Laws of the United States, selected U.S. District Court opinions and selected
U.S. Bankruptcy Court opinions. Court opinions, statutes and regulations
databases are available for all 50 states and Washington, D.C.
About Wolters Kluwer
Wolters Kluwer nv (www.wolterskluwer.com) is a multinational information
services company with annual sales of more than EUR 3 billion (1999), employing
18,000 people in Europe, North America and Asia Pacific. The company's core
activities are Legal, Tax & Business, International Health & Science and
Education. The Wolters Kluwer certificates of shares are quoted on the Euronext
Amsterdam N.V.
For Wolters Kluwer Analysts/Investors:
Annie Hull-Bom, Head of Investor Relations, tel. +31 20 6070 407
[email protected]
Forward looking statements on Loislaw.com
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that are dependent on certain risks and
uncertainties. Actual results may differ materially due to a variety of factors,
including without limitation the Company's ability to predict and respond to
rapid technological changes; the presence of competitors in the web-based legal
information market with larger databases and greater financial resources; the
availability of free legal information from Internet portal companies and
government agencies; the acceptance of the Company's products by its market; the
Company's loss of relationships with legal information providers; difficulties
managing growth; risks due to the Company's reliance on foreign data converters;
legal liability caused by legal information provided in the Company's databases;
and the other risks detailed from time to time in the Company's reports filed
with the Securities and Exchange Commission.
Loislaw.com stockholders are advised to read the tender offer regarding the
acquisition of Loislaw.com referenced in this news release, which will be filed
by Wolters Kluwer with the SEC. The tender offer
<PAGE>
statement (including an offer to purchase, letter of transmittal and related
offer documents) and the solicitation/recommendation statement will contain
important information which should be read carefully before any decision is made
with respect to this offer. These documents will be made available to all
stockholders of Loislaw.com and no expense to them. These documents will also be
available at no charge at the SEC's website, www.sec.gov.
<PAGE>
Wolters Kluwer
December 19, 2000
Wolters Kluwer to Acquire Loislaw
Wolters Kluwer nv and Loislaw.com, Inc., Van Buren, Ark., USA, an online
provider of comprehensive legal information, announced today that they have
entered into a definitive agreement for the sale of Loislaw.com (Nasdaq: LOIS)
to Wolters Kluwer nv for approximately net USD 95 million, or USD 4.3545 per
share. Wolters Kluwer nv said it will commence with a tender offer for all
outstanding shares of Loislaw.com, and that holders of approximately 67% of the
shares, including Founder and CEO Kyle D. Parker, have agreed to tender their
shares.
When the sale is completed, Loislaw will become a unit of Aspen Publishers,
Gaithersburg, Md., USA, a provider of legal, business and health care
information and a Wolters Kluwer North America company.
Loislaw is a national provider of primary and secondary source material for
legal research that is delivered on a subscription basis over the Internet.
Loislaw provides more than 2,200 databases and citation research services,
containing more than 10 million documents, covering federal case law, statutory
law, administrative law, court rules and other legal information for the U.S. as
well as for all 50 states and the District of Columbia. Its Lois LawWatch(TM)
provides personalized, intelligent search agents that automatically and
continuously search the Loislaw website and notifies subscribers when new
documents match their search criteria. In addition, Loislaw's GlobalCite(SM)
allows a Loislaw user to scan all Loislaw databases to find documents that have
cited the document the user is viewing.
Loislaw's primary subscribers are mid-size and small law firms (typically with
fewer than 20 lawyers), corporate legal departments and judges that depend on
the company for current and accurate primary and secondary legal information
that is affordable and easy-to-use. In addition, the company provides
Loislawschool.com to faculty and students in 95 percent of the American Bar
Association accredited law schools.
The acquisition will provide a strong complement to Aspen's current position as
a primary publisher of expert-authored proprietary content. Aspen, which has
annual sales of approximately USD 150 million, currently publishes a wide range
of practice-focused books, newsletters, CD-ROMS and online services. Aspen's
extensive line of analytical legal materials, combined with Loislaw's source
data, will allow for valuable Internet applications that will bring even greater
value to the attorney, corporate and education markets.
"Loislaw gives Wolters Kluwer North America and Aspen the opportunity to
accelerate our overall strategy and broaden our ability to deliver comprehensive
Internet portals to legal professionals," said Hugh Yarrington, member of the
Wolters Kluwer nv executive board. "We'll be able to deliver to general and
specialized law practices a robust, web-enabled service that includes critical
and timely source materials integrated with exclusive topical treatises and
analytical works by the world's leading legal authorities."
"Loislaw has been very successful in meeting the affordable, primary legal
research needs of firms and sole practitioners," said Kyle Parker, founder and
CEO, Loislaw.com, Inc. "This transaction allows us to deliver even greater value
and a broader array of products and services to our customers. We look forward
to working together with Aspen and Wolters Kluwer as we move forward."
Through the acquisition of Loislaw, Wolters Kluwer will be better able to serve
attorneys, particular those in small- and mid-size law firms. The transaction
further positions Wolters Kluwer as a major publisher of online legal
information and strengthens Aspen's ability to move rapidly ahead with online
delivery of its existing proprietary legal content. In addition, the integration
of Loislaw into Aspen will give Aspen's large customer base access to Loislaw's
timely source data, further enhancing its value proposition to all customers.
<PAGE>
Loislaw currently employs approximately 400 employees and has projected 2000
sales of approximately USD 14 million.
Wolters Kluwer expects Loislaw sales to benefit strongly from this deal, both
through the significantly increased customer base and the advantages of Aspen's
effective marketing capabilities. Loislaw is expected to pass the break-even
point at operating profit (EBITA) level in 2001 and should be able to reach
margins in line with those of Wolters Kluwer nv soon thereafter. The transaction
will be funded through internal resources and is expected to be cash EPS
enhancing in 2002.
Wolters Kluwer expects the tender offer for Loislaw.com shares to be completed
by spring of 2001. The agreement is subject to the usual regulatory clearances
in the United States.
About Loislaw.com
Loislaw.com (www.loislaw.com) provides lawyers, law firms, law students, law
schools, judges, corporate legal departments and libraries with comprehensive,
affordable, "must-have" and easy-to-use legal and related information via the
Internet and on CD-ROM. The company's website and CD-ROM products feature legal
information from over 2,200 databases, estimated to contain over 10 million
documents of federal and state law, continuing legal education materials, and
other legal information. The federal databases include the official decisions
for the U.S. Supreme Court and the 13 U.S. Courts of Appeals, Supreme Court
Rules, the U.S. Code, Code of Federal Regulations, the Federal Register, Public
Laws of the United States, selected U.S. District Court opinions and selected
U.S. Bankruptcy Court opinions. Court opinions, statutes and regulations
databases are available for all 50 states and Washington, D.C.
About Wolters Kluwer
Wolters Kluwer (www.wolterskluwer.com) is a multinational information services
company with annual sales of more than EUR 3 billion (1999), employing 18,000
people in Europe, North America and Asia Pacific. The company's core activities
are Legal, Tax & Business, International Health & Science and Education. The
Wolters Kluwer certificates of shares are quoted on the Euronext Amsterdam N.V.
For further information, please contact:
Loislaw.com, Inc.
105 North 28th Street
Van Buren, AR, 72956
United States
Email:[email protected]
Press/Analysts/Investors: Kyle Parker, CEO, tel. +1 501 471 5581
Wolters Kluwer nv
P.O. Box 75248
1070 AE Amsterdam
The Netherlands
e-mail: [email protected] (press)
e-mail: [email protected] (investor relations)
Press: Patrick Hendriks, Secretary Executive Board, tel. +31 20 6070 450
Analysts/Investors: Annie Hull-Bom, Head of Investor Relations,
tel. +31 20 6070 407
Forward looking statements on Loislaw.com
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that are dependent on certain risks and
uncertainties. Actual results may differ materially due to a variety of factors,
including without limitation the Company's ability to predict and respond to
rapid technological changes; the presence of competitors in the web-based legal
information market with larger databases and greater financial resources; the
availability of free legal information from Internet portal companies and
government agencies; the acceptance of the Company's products by its market; the
Company's loss of relationships
<PAGE>
with legal information providers; difficulties managing growth; risks due to the
Company's reliance on foreign data converters; legal liability caused by legal
information provided in the Company's databases; and the other risks detailed
from time to time in the Company's reports filed with the Securities and
Exchange Commission.
Loislaw.com stockholders are advised to read the tender offer regarding the
acquisition of Loislaw.com referenced in this news release, which will be filed
by Wolters Kluwer with the SEC. The tender offer statement (including an offer
to purchase, letter of transmittal and related offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to this offer.
These documents will be made available to all stockholders of Loislaw.com and no
expense to them. These documents will also be available at no charge at the
SEC's website, www.sec.gov.
<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.
/s/ Kyle D. Parker
------------------------------
Kyle D. Parker
Chief Executive Officer
Dated: December 19, 2000
