<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CCH Incorporated
________________________________________________________________________________
(Name of Issuer)
Class B Common Stock, Par Value $1.00
________________________________________________________________________________
(Title of Class of Securities)
200597 20 1
_______________________________________________________________
(CUSIP Number)
Douglas A. Doetsch, Mayer, Brown & Platt,
190 S. LaSalle St., Chicago, IL 60603,
312/701-7973
and
Theodore S. Lynn, Stroock & Stroock & Lavan,
Seven Hanover Square, New York, NY 10004-2594,
(212) 806-6629
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 27, 1995
_______________________________________________________________
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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- ----------------------- ---------------------
CUSIP NO. 200597 20 1 PAGE 2 OF 21 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shareholders listed on Exhibit 1
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 9,497,700.7/1/ /2/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 9,497,700.7/1/ /2/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,497,700.7/2/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
57.9%/2/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN, OO
- ------------------------------------------------------------------------------
<PAGE>
/1/ The group as a whole has sole power, although there are no agreements
between any members of the group as to how any shares should be voted or
disposed of. The voting and dispositive powers of certain individual group
members are shared between trustees of those members, as noted on Exhibit 2.
/2/ The reporting person will own zero shares after the consummation of the
transaction contemplated by the Stock Option and Tender Agreement described
in Item 4 below.
<PAGE>
ITEM 1. SECURITY AND ISSUER
(a) Name and Address of Issuer
CCH Incorporated (the "Company")
2700 Lake Cook Road
Riverwoods, Illinois 60015
(b) Title and Class of Security
Class B Common Stock, par value $1.00 per share
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing
Reference is made to Exhibit 1.
(b) Business Address
Reference is made to Exhibit 1.
(c) Principal Occupation or Employment
Reference is made to Exhibit 1.
(d) During the last five years the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years no Reporting Person was 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 or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Reference is made to Exhibit 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
<PAGE>
Reference is made to the Stock Option and Tender Agreement dated as of
November 27, 1995 (the "Option Agreement"), attached hereto as Exhibit
3, in response to this item.
The Option Agreement. The following summary of the Option Agreement, a copy
of which is filed as an Exhibit to the Schedule 13D and incorporated by
reference herein, is qualified by reference to the full text of the Option
Agreement.
General. Pursuant to an Agreement and Plan of Merger dated as of November
27, 1995 (the "Merger Agreement") among CCH Incorporated (the "Company"),
Wolters Kluwer nv (the "Parent") and WK Acquisition Sub, Inc. (the "Purchaser"),
Parent agreed to commence a tender offer (the "Offer") at $55.50 per share, net
to the seller, for all outstanding shares of Class A Common Stock and Class B
Common Stock of the Company, to be followed by a merger (the "Merger") of the
Purchaser with and into the Company. As a condition of the willingness of Parent
to enter into the Merger Agreement, Parent required that certain members of the
Thorne family owning shares of the Company (each a "Seller" and collectively
the "Sellers") enter into the Option Agreement. The Sellers include trusts for
the benefit of certain members of the Thorne family and individual members of
the Thorne family.
Agreement to Tender. Pursuant to the Option Agreement, the Sellers
severally (and not jointly) have agreed to tender pursuant to the Offer, a total
of 9,568,967 shares of Class A Common Stock owned by the Sellers, representing
approximately 58% of the outstanding Class A Common Stock, and 9,497,701 shares
of Class B Common Stock owned by the Sellers, representing approximately 58% of
the outstanding Class B Common Stock (such Class A Common Stock and Class B
Common Stock, collectively, the "Shares"). Each Seller severally has agreed to
deliver to the Depositary, no later than the tenth business day following the
date of the Offer, the appropriate Letter(s) of Transmittal together with the
certificates for the Seller's Shares, if available, or a "Notice of Guaranteed
Delivery," if the Seller's Shares are not available; provided, that each Seller
has agreed to use all reasonable efforts to make such deliveries within five
business days following the date of the Offer. Each of the Sellers has also
severally agreed not to withdraw any Shares tendered into the Offer.
Option to Purchase. Each Seller has also severally granted to the Purchaser
an irrevocable option (the "Stock Option") to purchase all of such Seller's
Shares legally and/or beneficially owned by such Seller at a purchase price
equal to $55.50 per Share. The exercise period for the Stock Option commences
on the later of January 2, 1996 and the termination or expiration of the Offer
and ends ten business days after the later of such dates; provided, however,
if the Merger Agreement terminates solely by reason of an offer for the
Company being made for consideration that provides the stockholders of the
Company a per Share value which in the good faith judgment of the Board of
Directors of the Company provides a higher value per Share than the
consideration per Share pursuant to the Offer or the Merger and as a result of
which the Board of Directors of the Company is obligated in accordance with
its fiduciary duty under applicable law, as advised by counsel, to terminate
the Merger Agreement (a "Fiduciary Duty Termination"), such exercise period
for the Stock Option would commence on the date of termination of the Merger
Agreement and end ten business days thereafter.
<PAGE>
Conditions to Delivery of the Shares. The Option Agreement provides that
the obligation of the Sellers to deliver the Sellers' Shares upon exercise of
the Stock Option is subject to (i) all waiting periods under the Hart-Scott-
Rodino Antitrust Improvements Act, as amended, applicable to the exercise of the
Stock Option having expired or been terminated, (ii) there being no preliminary
or permanent injunction or other order by any court of competent jurisdiction
restricting, preventing or prohibiting the exercise of the Stock Option or the
delivery of the Sellers' Shares in respect of such exercise, and (iii) the Offer
having expired or terminated without any Shares being purchased thereunder and
without any violation of the Offer by Parent or the Purchaser.
Representations and Warranties. The Option Agreement contains customary
representations and warranties by each Seller, including those relating to (i)
authority to enter into the Option Agreement and sell Shares owned by such
Seller, (ii) no options, warrants or other purchase rights existing as to such
Seller's Shares, (iii) good and marketable title to such Seller's Shares free
and clear of all liens, claims, encumbrances and security interests, (iv)
legality, validity and binding effect of the Option Agreement, and (v) no
violation of agreements, judgments, laws, rules and regulations. The Option
Agreement also contains various customary representations and warranties by
Parent and the Purchaser, including those relating to authority to enter into
the Option Agreement, the sufficiency of funds of Parent, legality, validity
and binding effect of the Option Agreement and no violation of agreements,
judgments, laws, rules and regulations.
No Disposition of Sellers' Shares and No Acquisition of Shares. In the
Option Agreement, each Seller severally has agreed that, except as
contemplated by the Option Agreement, such Seller will, and none would offer
or agree to, sell, transfer or otherwise dispose of, or create any security
interest, pledge, option, right of first refusal, limitation on such Seller's
voting rights or other encumbrance with respect to, such Seller's Shares. Each
such Seller has also agreed that it will not, and will not offer to agree to,
acquire any additional Shares or options, warrants or other rights to acquire
Shares, without the prior written consent of the Purchaser.
<PAGE>
Covenants of Parent and the Purchaser. Each of Parent and the Purchaser has
agreed that it will not sell, offer to sell or otherwise dispose of the Shares
in violation of the Securities Act. Each of Parent and the Purchaser has also
agreed that it will perform in all material respects all of its respective
obligations under the Merger Agreement. Pursuant to the Option Agreement,
Parent and the Purchaser have agreed that if Parent and the Purchaser exercise
the Stock Option or any of their other rights under the Option Agreement at a
time when the Merger Agreement has terminated, Parent and the Purchaser will
effect a merger pursuant to which each outstanding Share (other than those
held by Parent, the Purchaser, the Company or any subsidiary of the Company)
shall be converted into the right to receive not less than $55.50 per Share,
net to the selling stockholder, in cash at the earliest practicable date after
the closing of the Stock Option.
No Solicitation. Each Seller has agreed in the Option Agreement that it
shall immediately cease any discussions or negotiations, if any, with any
parties with respect to any acquisition or exchange of all or any material
portion of the assets of, or any equity interest in, the Company or any of its
subsidiaries or any business combination with the Company or any of its
subsidiaries. Each Seller has also agreed that, from and after the date of the
Option Agreement, no Seller will directly or indirectly solicit or initiate any
Takeover Proposal from any person, or engage in discussions or negotiations
relating thereto (including by way of furnishing information). Each Seller will
promptly notify Parent of its receipt of any Takeover Proposal. As used in this
Option Agreement, "Takeover Proposal" shall mean any proposal or offer, other
than a proposal or offer by Parent or any of its affiliates, for a tender or
exchange offer, a merger, consolidation or other business combination involving
the Company or any Subsidiary of the Company or any proposal to acquire in any
manner a substantial equity interest in, or a substantial portion of the assets
of, the Company or any of its Subsidiaries or any other transaction the
consummation of which could reasonably be expected to impede, interfere with,
prevent or materially delay the Offer or the Merger or which would reasonably be
expected to dilute materially the benefits to Parent of the transactions
contemplated hereby.
Voting Agreement and Proxy. The Option Agreement provides that during the
time the Option Agreement is in effect, each Seller will vote all such
Seller's Shares (i) in favor of the Merger, the Merger Agreement and the
transactions contemplated by the Merger Agreement, (ii) against any action or
agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of the Company
under the Merger Agreement, and (iii) against any action or agreement that
would materially impede, interfere with or attempt to discourage the Offer or
the Merger. Each Seller also has agreed that if the Merger Agreement
<PAGE>
terminates by reason of a Fiduciary Duty Termination such Seller will (i)
attend or otherwise participate in all stockholder meetings or actions by
written consent, (ii) vote such Seller's Shares to enlarge the Board of
Directors of the Company to enable the Purchaser to nominate a majority of the
members of the Board of Directors, and (iii) vote such Seller's Shares so as
to prevent the Company from taking certain actions provided for in the Merger
Agreement. The Option Agreement further provides that in the event any Seller
fails to vote any of such Seller's Shares in the manner prescribed in this
paragraph, such Seller will be deemed to have irrevocably appointed the
Purchaser as the proxy of such Seller pursuant to Section 212 of the Delaware
General Corporation Law to vote and otherwise act (by written consent or
otherwise) with respect to all of such Seller's Shares (other than to reduce the
price paid pursuant to the Offer or the Merger or to otherwise modify or amend
the Merger Agreement to reduce the rights or benefits of the Company or any
stockholders of the Company under the Offer or the Merger Agreement or to reduce
the obligations of Parent or the Purchaser thereunder). This irrevocable proxy
expires if (x) the Offer expires or terminates without any Shares being
purchased thereunder in violation of the terms of the Offer or (y) Parent or the
Purchaser violates the terms of the Option Agreement.
Termination. The Option Agreement will terminate, without any action by any
of the parties, on the date on which the Merger Agreement terminates in
accordance with its terms, except with respect to the exercise of the Stock
Option. The Stock Option may be exercised after termination of the Merger
Agreement on the terms described above under "Stock Option."
Other than as described or as incorporated by reference in this
statement on Schedule 13D or in the Schedule 14d-9 filed by the
Company with the Securities and Exchange Commission on December 1,
1995 concerning the Offer and the Merger, the Reporting Person has no
present plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Company or
the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization, liquidation,
involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board or management of the
Company, including plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any
material change in the present capitalization or dividend policy of
the Company; (f) any other material change in the Company's business
or corporate structure; (g) changes
<PAGE>
in the Company's charter, by-laws or instruments corresponding thereto
or other actions which may impede the acquisition of the Company by
any person; (h) causing a class of securities of the Company to cease
to be authorized to be quoted in the NASDAQ National Market System;
(i) causing a class of equity securities of the Company to become
eligible for termination or registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action
similar to those enumerated above in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Reference is made to Exhibit 2. After giving effect to the Stock
Option and Tender Agreement, the Reporting Persons will own zero
shares.
(b) Reference is made to Exhibit 2. The Reporting Persons have sole
voting and dispositive power with respect to 9,497,700.7 shares
of Class B common stock, although the powers are shared with
respect to some individual shareholders within the group.
(c) Reference is made to Item 4 above.
(d) Reference is made to Item 4 above.
(e) The Reporting Persons will cease to be the beneficial owner of
more than five percent of the class of securities after the
consummation of the transaction contemplated by the Stock Option
and Tender Agreement dated as of November 27, 1995.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except for the items previously reported in this statement on Schedule
13D, as amended, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to any securities
of the Company, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees or profits, division of profits
or loss, or the giving or withholding of proxies.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
- ----------- -----------
1 Item 2: names and addresses of Reporting Persons.
2 Item 5a and 5b: shareholdings of Reporting Persons.
3 Stock Option and Tender Agreement dated as of November 27, 1995.
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.
<PAGE>
12/5/95 /s/ Oakleigh B. Thorne 12/5/95 /s/ Oakleigh B. Thorne
______________________________ ______________________________
OAKLEIGH B. THORNE, OAKLEIGH B. THORNE,
individually as Trustee of Trust
U/W Oakleigh L. Thorne
12/5/95 /s/ Oakleigh B. Thorne f/b/o Oakleigh B. Thorne
______________________________
OAKLEIGH B. THORNE, 12/5/95 /s/ Oakleigh B. Thorne
as Trustee of Trust ______________________________
f/b/o Oakleigh B. Thorne OAKLEIGH B. THORNE,
U/A dated 12/23/70 as Trustee of Trust
U/W Oakleigh L. Thorne
12/5/95 /s/ Oakleigh B. Thorne f/b/o Charlotte T. Bordeaux
______________________________
OAKLEIGH B. THORNE, 12/5/95 /s/ Oakleigh B. Thorne
as Trustee of Trust ______________________________
f/b/o Honore T. Wamsler OAKLEIGH B. THORNE,
U/A dated 12/23/70 as Trustee of Trust
U/W Oakleigh L. Thorne
f/b/o Honore T. Wamsler
12/5/95 /s/ Oakleigh B. Thorne
______________________________ 12/5/95 /s/ Oakleigh B. Thorne
OAKLEIGH B. THORNE, ______________________________
as Trustee of Trust OAKLEIGH B. THORNE,
f/b/o Charlotte T. Bordeaux as Trustee of Trust
U/A dated 12/23/70 U/W Oakleigh L. Thorne
f/b/o Dorothy Forbes Thorne
12/5/95 /s/ Oakleigh B. Thorne
______________________________ 12/5/95 /s/ Oakleigh B. Thorne
OAKLEIGH B. THORNE, ______________________________
as Trustee of Trust OAKLEIGH B. THORNE,
f/b/o Oakleigh B. Thorne as Trustee of Trust
U/A dated 1/27/74 U/A dated 12/15/76
12/5/95 /s/ Oakleigh B. Thorne 12/5/95 /s/ Oakleigh B. Thorne
______________________________ ______________________________
OAKLEIGH B. THORNE, OAKLEIGH B. THORNE,
as Trustee of Trust Trustee of
f/b/o Honore T. Wamsler Milbrook Tribute Garden Trust
U/A dated 1/27/74
12/5/95 /s/ Oakleigh B. Thorne
12/5/95 /s/ Oakleigh B. Thorne ______________________________
______________________________ OAKLEIGH B. THORNE,
OAKLEIGH B. THORNE, as Trustee of Trust
as Trustee of Trust U/W Margaret Parshall
f/b/o Charlotte T. Bordeaux f/b/o Helen C. King
U/A dated 1/27/74
12/5/95 /s/ Oakleigh B. Thorne
______________________________
OAKLEIGH B. THORNE,
as beneficiary of CCH
Employees' Profit Sharing Plan
<PAGE>
12/1/95 /s/ Potter Palmer
______________________________
POTTER PALMER,
as Trustee of Trust
f/b/o Oakleigh B. Thorne
U/A dated 12/23/70
12/1/95 /s/ Potter Palmer
______________________________
POTTER PALMER,
as Trustee of Trust
f/b/o Honore T. Wamsler
U/A dated 12/23/70
12/1/95 /s/ Potter Palmer
______________________________
POTTER PALMER,
as Trustee of Trust
f/b/o Charlotte T. Bordeaux
U/A dated 12/23/70
<PAGE>
12/5/95 /s/ Robert Zelinski
______________________________
CHEMICAL BANK,
as Trustee of Trust
f/b/o Oakleigh B. Thorne
U/A dated 1/27/74
12/5/95 /s/ Robert Zelinski
______________________________
CHEMICAL BANK,
as Trustee of Trust
f/b/o Honore T. Wamsler
U/A dated 1/27/74
12/5/95 /s/ Robert Zelinski
______________________________
CHEMICAL BANK,
as Trustee of Trust
f/b/o Charlotte T. Bordeaux
U/A dated 1/27/74
12/5/95 /s/ Robert Zelinski
______________________________
CHEMICAL BANK,
as Trustee of Trust
U/W Oakleigh L. Thorne
f/b/o Oakleigh B. Thorne
12/5/95 /s/ Robert Zelinski
______________________________
CHEMICAL BANK,
as Trustee of Trust
U/W Oakleigh L. Thorne
f/b/o Charlotte T. Bordeaux
12/5/95 /s/ Robert Zelinski
______________________________
CHEMICAL BANK,
as Trustee of Trust
U/W Oakleigh L. Thorne
f/b/o Honore T. Wamsler
<PAGE>
12/4/95 /s/ John Akin
______________________________
JOHN AKIN,
as Trustee of Trust
U/W Oakleigh L. Thorne
f/b/o Dorothy Forbes Thorne
<PAGE>
12/4/95 /s/ Mark M. Collins
-----------------------------
MARK M. COLLINS,
as Trustee of Trust
U/A dated 12/15/76
<PAGE>
12/1/95 /s/ Oakleigh Thorne
----------------------------
OAKLEIGH THORNE,
as Trustee of
Thorne GST Trust
U/A dated 9/5/95
12/1/95 /s/ Oakleigh Thorne
----------------------------
OAKLEIGH THORNE,
as Trustee of Oakleigh
Hewson Thorne 1995 Trust
U/A dated 9/5/95
<PAGE>
12/4/95 /s/ Henry Fleming Thorne
________________________________
HENRY FLEMING THORNE,
as Trustee of Maxwell
Edward Thorne 1995 Trust
U/A dated 9/5/95
12/4/95 /s/ Henry Fleming Thorne
________________________________
HENRY FLEMING THORNE,
as Trustee of Alexander
Lewis Thorne 1995 Trust
U/A dated 9/5/95
<PAGE>
12/1/95 /s/ Daniel K. Thorne
----------------------------
DANIEL K. THORNE,
individually
12/1/95 /s/ Daniel K. Thorne
----------------------------
DANIEL K. THORNE,
as Trustee of
Daniel K. Thorne 1995
Charitable Remainder Trust
U/A dated 10/31/95
<PAGE>
12/1/95 /s/ Honore T. Wamsler
-----------------------------
HONORE T. WAMSLER,
individually
<PAGE>
12/4/95 /s/ Theodore S. Lynn
______________________________
THEODORE S. LYNN,
as Trustee of
Daniel K. Thorne 1995
Charitable Remainder Trust
U/A dated 10/31/95
<PAGE>
12/4/95 /s/ George Whalen, Jr.
-------------------------------
GEORGE WHALEN, JR.,
as Trustee of Trust
U/W Margaret Parshall
f/b/o Helen C. King
12/4/95 /s/ George Whalen, Jr.
-------------------------------
GEORGE WHALEN, JR.,
as Trustee of
Millbrook Tribute Garden Trust
<PAGE>
EXHIBIT 1
ITEM 2
------
The following shareholders, collectively, are referred to in this Amendment as
the "Reporting Persons":
1. Oakleigh B. Thorne & Potter Palmer, Trustees
Trust UA dated 12/23/70
f/b/o Oakleigh B. Thorne
Rural Route 1
Smithfield Road
Amenia, NY 12501
2. Oakleigh B. Thorne & Potter Palmer, Trustees
Trust UA dated 12/23/70
f/b/o Honore T. Wamsler
Rural Route 1
Smithfield Road
Amenia, NY 12501
3. Oakleigh B. Thorne & Potter Palmer, Trustees
Trust UA dated 12/23/70
f/b/o Charlotte T. Bordeaux
Rural Route 1
Smithfield Road
Amenia, NY 12501
4. Oakleigh B. Thorne & Chemical Bank, Trustees
Trust UA dated 1/27/74
f/b/o Oakleigh B. Thorne
Rural Route 1
Smithfield Road
Amenia, NY 12501
5. Oakleigh B. Thorne & Chemical Bank, Trustees
<PAGE>
Trust UA dated 1/27/74
f/b/o Honore T. Wamsler
Rural Route 1
Smithfield Road
Amenia, NY 12501
6. Oakleigh B. Thorne & Chemical Bank, Trustees
Trust UA dated 1/27/74
f/b/o Charlotte T. Bordeaux
Rural Route 1
Smithfield Road
Amenia, NY 12501
7. Oakleigh B. Thorne & Chemical Bank, Trustees
Trust UW of Oakleigh L. Thorne
f/b/o Oakleigh B. Thorne
Rural Route 1
Smithfield Road
Amenia, NY 12501
8. Oakleigh B. Thorne & Chemical Bank, Trustees
Trust UW of Oakleigh L. Thorne
f/b/o Honore T. Wamsler
Rural Route 1
Smithfield Road
Amenia, NY 12501
9. Oakleigh B. Thorne & Chemical Bank, Trustees
Trust UW of Oakleigh L. Thorne
f/b/o Charlotte T. Bordeaux
Rural Route 1
Smithfield Road
Amenia, NY 12501
<PAGE>
10. Oakleigh B. Thorne & John Akin, Trustees
Trust UW of Oakleigh L. Thorne
f/b/o Dorothy Forbes Thorne
Rural Route 1
Smithfield Road
Amenia, NY 12501
11. Oakleigh B. Thorne & Mark M. Collins, Trustees
Trust UA dated 12/15/76
Rural Route 1
Smithfield Road
Amenia, NY 12501
12. Oakleigh Thorne, Trustee
Thorne GST Trust dated 9/5/95
530 E. Crabtree Lane
Lake Forest, IL 60045
13. Oakleigh Thorne, Trustee
Oakleigh Hewson Thorne 1995 Trust
UA dated 9/5/95
530 E. Crabtree Lane
Lake Forest, IL 60045
14. Henry F. Thorne, Trustee
Maxwell Edward Thorne 1995 Trust
UA dated 9/5/95
Suite 223
Riverside Commons
700 River Avenue
Pittsburgh, PA 15212
<PAGE>
15. Henry F. Thorne, Trustee
Alexander Lewis Thorne 1995 Trust
UA dated 9/5/95
Suite 223
Riverside Commons
700 River Avenue
Pittsburgh, PA 15212
16. Oakleigh B. Thorne & George Whalen, Jr., Trustees
Trust UW of Margaret T. Parshall
f/b/o Helen C. King
Rural Route 1
Smithfield Road
Amenia, NY 12501
17. Daniel K. Thorne & Theodore S. Lynn, Trustees
Daniel K. Thorne 1995 Charitable Remainder Trust
UA dated 10/31/95
Stroock & Stroock & Lavan
Seven Hanover Square
New York, NY 10004-2594
18a. Oakleigh B. Thorne
b. Rural Route 1
Smithfield Road
Amenia, NY 12501
c. Chairman of the Board of the Company
2700 Lake Cook Road
Riverwoods, IL 60015
f. United States citizen
19a. Honore T. Wamsler
<PAGE>
b. The Tree House
1350 North Casey Key Road
Casey Key, FL 34229
c. Private investor
f. United States citizen
20a. Daniel K. Thorne
b. c/o Theodore S. Lynn
Stroock, Stroock & Lavan
Seven Hanover Square
New York, NY 10004-2594
c. Private investor and Director of the Company
2700 Lake Cook Road
Riverwoods, IL 60015
f. United States citizen
21a. Millbrook Tribute Gardens, Inc.
b. c/o Oakleigh B. Thorne
Rural Route 1
Smithfield Road
Amenia, NY 12501
22a. Oakleigh Thorne
b. 530 E. Crabtree Lane
Lake Forest, IL 60045
<PAGE>
c. Chief Executive Officer of the Company
2700 Lake Cook Road
Riverwoods, IL 60015
f. United States citizen
<PAGE>
EXHIBIT 2
ITEM 5A AND 5B
--------------
Reporting Persons
-----------------
Fiduciary Shareholders
----------------------
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
SHARES OWNED OF TOTAL
TRUST TRUSTEE (AND CLASS) SHARES
----- ------- ----------- ------
<S> <C> <C> <C>
Trust f/b/o Oakleigh B. Thorne 102,000 (A) .6%
Oakleigh B. Thorne Potter Palmer 102,000 (B) .6%
dated 12/23/70
Oakleigh B. Thorne
and Potter Palmer
share the power to
vote and dispose of
all shares
Trust f/b/o Oakleigh B. Thorne 106,000 (A) .6%
Honore T. Wamsler Potter Palmer 106,000 (B) .6%
U/A dated 12/23/70
Oakleigh B. Thorne
and Potter Palmer
share the power to
vote and dispose of
all shares
Trust f/b/o Oakleigh B. Thorne 100,000 (A) .6%
Charlotte T. Bordeaux Potter Palmer 100,000 (A) .6%
U/A dated 12/23/70
Oakleigh B. Thorne
and Potter Palmer
share the power to
vote and dispose of
all shares
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
SHARES OWNED OF TOTAL
TRUST TRUSTEE (AND CLASS) SHARES
----- ------- ----------- ------
<S> <C> <C> <C>
Trust f/b/o Oakleigh B. Thorne 637,616 (A) 3.8%
Oakleigh B. Thorne Chemical Bank 637,616 (B) 3.9%
U/A dated 1/27/74
Oakleigh B. Thorne
and Chemical Bank
share the power to
vote and dispose of
all shares
Trust f/b/o Oakleigh B. Thorne 637,618 (A) 3.8%
Honore T. Wamsler Chemical Bank 637,618 (B) 3.9%
U/A dated 1/27/74
Oakleigh B. Thorne
and Chemical Bank
share the power to
vote and dispose of
all shares
Trust f/b/o Oakleigh B. Thorne 637,618 (A) 3.8%
Charlotte T. Bordeaux Chemical Bank 637,618 (B) 3.9%
U/A dated 1/27/74
Oakleigh B. Thorne
and Chemical Bank
share the power to
vote and dispose of
all shares
Trust U/W Oakleigh B. Thorne 1,140,242 (A) 6.9%
Oakleigh L. Thorne Chemical Bank 1,140,242 (B) 7.0%
f/b/o Oakleigh B.
Thorne
Oakleigh B. Thorne
has the sole power
to vote and dispose
of all shares
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
SHARES OWNED OF TOTAL
TRUST TRUSTEE (AND CLASS) SHARES
----- ------- ----------- ------
<S> <C> <C> <C>
Trust U/W Oakleigh B. Thorne 1,057,000 (A) 6.4%
Oakleigh L. Thorne Chemical Bank 1,057,000 (B) 6.4%
f/b/o Honore T. Wamsler
Oakleigh B. Thorne
has the sole power
to vote and dispose
of all shares
Trust U/W Oakleigh B. Thorne 1,127,742 (A) 6.8%
Oakleigh L. Thorne Chemical Bank 1,127,742 (B) 6.9%
f/b/o Charlotte T.
Bordeaux
Oakleigh B. Thorne
has the sole power
to vote and dispose
of all shares
Trust U/W Oakleigh B. Thorne 1,268,816 (A) 7.6%
Oakleigh L. Thorne John Akin 1,268,816 (B) 7.7%
f/b/o Dorothy Forbes
Thorne
Oakleigh B. Thorne
has the sole power
to vote all of the
shares, but the
dispositive power is
shared with John
Akin
Trust U/A Oakleigh B. Thorne 489,598 (A) 2.9%
dated 12/15/76 Mark M. Collins 489,598 (B) 3.0%
Oakleigh B. Thorne
and Mark M. Collins
share the power to
vote and dispose of
all the shares
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
SHARES OWNED OF TOTAL
TRUST TRUSTEE (AND CLASS) SHARES
----- ------- ----------- ------
<S> <C> <C> <C>
Thorne GST Trust Oakleigh Thorne 93,567 (B) .6%
U/A dated 9/5/95
Oakleigh Thorne has
the sole power to
vote and dispose of
all the shares
Oakleigh Hewson Thorne Oakleigh Thorne 935 (B) 0.0%
1995 Trust
U/A dated 9/5/95
Oakleigh Thorne has
the sole power to
vote and dispose of
all the shares
Maxwell Edward Thorne Henry F. Thorne 935 (B) 0.0%
1995 Trust
U/A dated 9/5/95
Henry F. Thorne has
the sole power to
vote and dispose of
all the shares
Alexander Lewis Thorne Henry F. Thorne 935 (B) 0.0%
1995 Trust
U/A dated 9/5/95
Henry F. Thorne has
the sole power to
vote and dispose of
all the shares
Trust U/W Oakleigh B. Thorne 94,944 (A) .6%
Margaret Parshall George Whalen, Jr. 94,944 (B) .6%
f/b/o Helen C. King
Oakleigh B. Thorne
and George Whalen,
Jr. share the power
to vote and dispose
of all the shares
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
SHARES OWNED OF TOTAL
TRUST TRUSTEE (AND CLASS) SHARES
----- ------- ----------- ------
<S> <C> <C> <C>
Daniel K. Thorne 1995 Daniel K. Thorne 177,853 (B) 1.1%
Charitable Remainder Theodore S. Lynn
Trust
U/A dated 10/31/95
Daniel K. Thorne and
Theodore S. Lynn
share the power to
vote and dispose of
all the shares
</TABLE>
<PAGE>
Individual Shareholdings
------------------------
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
PERSON OWNED (AND CLASS) TOTAL SHARES
------ ----------------- ------------
<S> <C> <C>
Oakleigh B. Thorne/1/ 341,469.6 (A) 2.1%
Oakleigh B. Thorne has the 255,073.7 (B) 1.6%
sole power to vote and
dispose of all shares
Honore T. Wamsler 81,242 (A) .5%
Honore T. Wamsler has the
sole power to vote and
dispose of all shares
Daniel K. Thorne 1,546,852 (A) 9.3%
Daniel K. Thorne has the sole 1,368,999 (B) 8.3%
power to vote and dispose of
all shares
Millbrook Tribute Gardens, Inc. 200,009 (A) 1.2%
Oakleigh B. Thorne has the 200,009 (B) 1.2%
sole power to vote all of the
shares, but the dispositive
power is shared with George
Whalen, Jr.
Oakleigh Thorne 200 (A) 0.0%
Oakleigh Thorne has the sole 200 (B) 0.0%
power to vote and dispose of
all shares
</TABLE>
- -----------
/1/ Oakleigh B. Thorne's holdings include 24,157.63 shares of Class A and
34,133.73 shares of Class B in the CCH Employee's Savings Plan. Mr. Thorne
does not have legal title to said shares.
<PAGE>
EXHIBIT 3
STOCK OPTION AND TENDER AGREEMENT
Stock Option and Tender Agreement (this "Agreement"), dated as of November
---------
27, 1995, is by and among Wolters Kluwer N.V., a corporation organized under the
laws of The Netherlands ("Purchaser"), WK Acquisition Sub, Inc., a Delaware
---------
corporation and a wholly-owned subsidiary of Purchaser ("Sub"), and the
---
Stockholders set forth in Annex I hereto (each, a "Stockholder" and
------- -----------
collectively, the "Stockholders") of CCH INCORPORATED, a Delaware corporation
------------
(the "Company").
-------
W I T N E S S E T H:
-------------------
WHEREAS, Purchaser, Sub, and the Company are entering into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which Sub has agreed to make
----------------
a tender offer (the "Offer") for all outstanding shares of Class A Common Stock,
-----
par value $1.00 per share, and Class B Common Stock, par value $1.00 per share
(collectively, the "Common Stock"), of the Company at $55.50 per share (the
------------
"Offer Price"), net to the seller in cash, to be followed by a merger (the
- ------------
"Merger") of Sub with and into the Company.
- -------
WHEREAS, as a condition to the willingness of Purchaser to enter into the
Merger Agreement, Purchaser has required that each Stockholder agree, and in
order to induce Purchaser to enter into the Merger Agreement, each Stockholder
has agreed, among other things, (i) to tender in the Offer all of the shares of
Common Stock now owned or which may hereafter be acquired by such Stockholder
(the "Shares"), (ii) to grant Purchaser the option to purchase the Shares in
------
certain circumstances, (iii) to appoint Purchaser as each Stockholder's proxy to
vote the Shares in connection with the Merger Agreement, and (iv) with respect
to certain questions put to stockholders of the Company for a vote, to vote the
Shares, in each case, in accordance with the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the adequacy of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Tender of Shares. Each Stockholder severally (and not jointly) agrees
----------------
to tender and sell to Purchaser and/or Sub pursuant to the Offer all of the
Shares legally and/or beneficially owned by such Stockholder (as set forth on
Schedules A and B hereto) (or, with respect to pledged Shares described on
- ----------- -
Schedule A or B, to use reasonable best efforts to cause the pledgees to so
- -------- - -
tender and sell, and to otherwise comply with the terms of this Agreement).
Each Stockholder severally (and not jointly) agrees that such Stockholder shall
deliver to the depositary for the Offer, no later than the tenth business day
following the commencement of the Offer, either a letter of
<PAGE>
transmittal together with the certificates for the Shares, if available, or a
"Notice of Guaranteed Delivery", if the Shares are not available; provided that
--------
each Stockholder shall use all reasonable efforts to complete the foregoing
within 5 business days following the commencement of the Offer; provided,
--------
further, any tender made after 5 business days following the commencement of the
- -------
Offer may not be made pursuant to a "Notice Guaranteed Delivery". Each
Stockholder severally (and not jointly) agrees not to withdraw any Shares
tendered into the Offer.
2. Stock Option.
------------
2.1 Grant of Stock Option. Each Stockholder hereby grants to Purchaser an
---------------------
irrevocable option (the "Stock Option") to purchase all of the Shares legally
------------
and/or beneficially owned by such Stockholder (as set forth on Schedules A and B
----------- -
hereto), at such time as Purchaser may exercise the Stock Option during the
Exercise Period (as defined below), at a purchase price equal to the Offer
Price; provided that such Shares subject to the Stock Option shall include all
--------
Class B shares so owned by such Stockholder and such number of Class A shares as
shall be equal to the lesser of (x) all Class A shares so owned by such
Stockholder and (y) such number of Class B shares.
2.2 Exercise of Stock Option. (a) Subject to Section 2.3 hereof, the
------------------------
Stock Option may be exercised by Purchaser, in whole and for all Stockholders
but not in part or for less than all Stockholders, upon termination or
expiration of the Offer, and during the period (the "Exercise Period")
---------------
commencing on the later of January 2, 1996 and the termination or expiration of
the Offer and ending on the date 10 business days after the date such period
commenced; provided that if the Merger Agreement shall terminate solely by
--------
reason of the Company's exercise of its termination rights pursuant to Section
9.1(b)(iii) of the Merger Agreement, the Exercise Period shall commence on such
date and end on the date 10 business days thereafter.
(b) In the event Purchaser wishes to exercise the Stock Option, Purchaser
shall send a written notice (an "Exercise Notice") during the Exercise Period to
---------------
each Stockholder specifying that Purchaser shall purchase the total number of
Shares held by such Stockholder and a date, which shall be a business day, and a
place, which shall be in The City of New York, for the closing of such purchase
(the "Stock Option Closing").
------------ -------
(c) Upon receipt of the Exercise Notice, each Stockholder shall be
obligated to deliver to Purchaser a certificate or certificates representing the
number of Shares held by such Stockholder (or to direct the depository for the
Offer to so deliver such certificate or certificates), in
-2-
<PAGE>
accordance with the terms of this Agreement, on the later of the date specified
in such Exercise Notice and the first business day on which the conditions
specified in Section 2.3 shall be satisfied. The date specified in such
Exercise Notice may be as early as one business day after the date of such
Exercise Notice.
2.3 Conditions to Delivery of the Shares. The obligation of the
------------------------------------
Stockholders to deliver the Shares upon exercise of the Stock Option is subject
to the following conditions:
(a) All waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to the exercise of the Stock Option and the
delivery of the Shares shall have expired or been terminated;
(b) There shall be no preliminary or permanent injunction or other order by
any court of competent jurisdiction restricting, preventing or prohibiting the
exercise of the Stock Option or the delivery of the Shares in respect of such
exercise; and
(c) The Offer shall have expired or terminated without any shares of
Common Stock being purchased thereunder and without any violation of the Offer
by the Purchaser or Sub.
2.4 Stock Option Closings. At the Stock Option Closing, each Stockholder
---------------------
will deliver to Purchaser a certificate or certificates evidencing the number of
Shares owned by such Stockholder, each such certificate being duly endorsed in
blank and accompanied by such stock powers and such other documents as may be
necessary in Purchaser's judgment to transfer record ownership of the Shares
into Purchaser's name on the stock transfer books of the Company, and Purchaser
will purchase the delivered Shares at the Offer Price. All payments made by
Purchaser to the Stockholders pursuant to this Section 2.4 shall be made by wire
transfer of immediately available funds or by certified bank check payable to
the Stockholders, in an amount for each Stockholder equal to the product of (a)
the Offer Price and (b) the number of Shares delivered by such Stockholder in
respect of the Stock Option Closing.
2.5 Adjustments Upon Changes in Capitalization. In the event of any
------------------------------------------
change in the number of issued and outstanding shares of Common Stock by reason
of any stock dividend, subdivision, merger, recapitalization, combination,
conversion or exchange of shares, or any other change in the corporate or
capital structure of the Company (including, without limitation, the declaration
or payment of an extraordinary dividend of cash or securities) which would have
the effect of diluting or otherwise adversely affecting Purchaser's rights and
privileges under this Agreement, the number and kind of the
-3-
<PAGE>
Shares and the consideration payable in respect of the Shares shall be
appropriately and equitably adjusted to restore to Purchaser its rights and
privileges under this Agreement. Without limiting the scope of the foregoing,
in any such event, at the option of Purchaser, the Stock Option shall represent
the right to purchase, in addition to the number and kind of Shares which
Purchaser would be entitled to purchase pursuant to the immediately preceding
sentence, whatever securities, cash or other property the Shares subject to the
Stock Option shall have been converted into or otherwise exchanged for, together
with any securities, cash or other property which shall have been distributed
with respect to such Shares.
3. Representations and Warranties of Stockholders.
----------------------------------------------
Each Stockholder severally (and not jointly), represents and warrants to
Purchaser and Sub that:
3.1 Power and Authority. Except as disclosed in writing to Purchaser
-------------------
(including in Schedules A and B), such Stockholder has all necessary power and
--------- - -
authority to enter into this Agreement and to sell, assign, transfer and deliver
to Sub, pursuant to the terms and conditions of this Agreement and the Merger
Agreement, the Shares legally and/or beneficially owned by such Stockholder (as
set forth on Schedules A and B hereto);
----------- -
3.2 No Other Rights. Except for this Agreement and as shown on Schedule A
--------------- -------- -
or B, there are no outstanding options, warrants or rights to purchase or
-
acquire such Shares of such Stockholder;
3.3 Only Shares. Except as disclosed on Schedule A or B, such Shares of
----------- -------- - -
such Stockholder subject to this Agreement are the only shares of Common Stock
owned of record, or owned beneficially with the power to sell, by such
Shareholder;
3.4 Title. Except as disclosed on Schedule A or B, such Stockholder has,
----- -------- - -
and upon the closing of the Offer Sub shall receive (without regard to the
disclosure on Schedule A or B other than the disclosure as to loans extended to
---------- -
Daniel K. Thorne by Metropolitan Life), good and marketable title to such Shares
of such Stockholder, free and clear of all liens, claims, encumbrances and
security interests of any nature whatsoever; and
3.5 Validity. This Agreement is the legal, valid and binding agreement of
--------
such Stockholder enforceable against such Stockholder in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.
-4-
<PAGE>
3.6 Non-Contravention. Except for certain pledge agreements as disclosed
-----------------
on Schedule A or B, the execution and delivery of this Agreement do not, and the
-------- - -
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation under,
or result in the creation of any lien, security interest, charge or encumbrance
upon any of the properties or assets of such Stockholder under, any provision of
(i) any loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise or license applicable
to such Stockholder or (ii) any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to such Stockholder or any of its
properties or assets, other than any such conflicts, violations, defaults,
rights, liens, security interests, charges or encumbrances that, individually or
in the aggregate, would not have a material adverse effect on the ability of
such Stockholder to perform its obligations hereunder or prevent the
consummation of any of the transactions contemplated hereby.
4. Representations and Warranties of Purchaser and Sub. Purchaser and Sub
---------------------------------------------------
hereby represent and warrant to each Stockholder as follows:
4.1 Power and Authority. Each of Purchaser and Sub has all necessary
-------------------
power and authority to enter into the Agreement, and to purchase the Shares
pursuant to the terms and conditions of this Agreement and the Merger Agreement;
4.2 Sufficient Funds. Purchaser has, or prior to the date of the Stock
----------------
Option Closing will have, all of the funds necessary to consummate the
transactions contemplated hereby on a timely basis and to pay any and all
related fees and expenses;
4.3 Validity. This Agreement is the legal, valid and binding agreement of
--------
Purchaser and Sub enforceable against them in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency, moratorium or other
similar laws relating to creditor's rights generally and except that the
availability of equitable remedies, including specific performance, is subject
to the discretion of the court before which any proceeding therefor may be
brought;
4.4 Non-Contravention. The execution and delivery of this Agreement do
-----------------
not, and the consummation of the transactions contemplated hereby and compliance
with the provisions hereof will not, conflict with, or result in any violation
of, or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any obligation
under, or result in the creation
-5-
<PAGE>
of any lien, security interest, charge or encumbrance upon any of the properties
or assets of Purchaser or any of its Significant Subsidiaries (as defined in the
Merger Agreement) under, any provision of (i) the Charter or Bylaws of Purchaser
(or any comparable organizational documents) or any provision of the comparable
charter or organizational documents of any of its Significant Subsidiaries, (ii)
any loan or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise or license applicable to
Parent or any of its Significant Subsidiaries or (iii) any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Purchaser or
any of its Significant Subsidiaries or any of their respective properties or
assets, other than, in the case of clauses (ii) or (iii), any such conflicts,
violations, defaults, rights, liens, security interests, charges or encumbrances
that, individually or in the aggregate, would not have a Material Adverse Effect
(as defined in the Merger Agreement) on Purchaser, materially impair the ability
of Purchaser to perform its obligations hereunder or prevent the consummation of
any of the transactions contemplated hereby.
5. Covenants of Stockholders.
-------------------------
5.1 No Disposition or Encumbrance of Shares; No Acquisition of Shares.
-----------------------------------------------------------------
(a) Each Stockholder severally (and not jointly) covenants and agrees that,
except as contemplated by this Agreement, no Stockholder shall, and no
Stockholder shall offer or agree to, sell, transfer, tender, assign, hypothecate
or otherwise dispose of, or create any security interest, lien, claim, pledge,
option, right of first refusal, agreement, limitation on such Stockholder's
voting rights, charge or other encumbrance of any nature whatsoever with respect
to the Shares now legally and/or beneficially owned by, or that may hereafter be
acquired by, such Stockholder.
(b) Each Stockholder hereby severally (and not jointly) covenants and
agrees that it shall not, and shall not offer to agree to, acquire any
additional shares of Common Stock, or options, warrants or other rights to
acquire shares of Common Stock, without the prior written consent of Purchaser.
5.2 No Solicitation of Transactions. Each Stockholder shall immediately
-------------------------------
cease any existing discussions or negotiations, if any, with any parties
conducted heretofore with respect to any acquisition or exchange of all or any
material portion of the assets of, or any equity interest in, the Company or any
of its subsidiaries or any business combination with the Company or any of its
subsidiaries. From and after the date hereof, no Stockholder shall, directly or
indirectly, solicit or initiate any takeover proposal or offer from any person,
or engage in discussions or negotiations relating thereto (including by way of
furnishing information). Each Stockholder shall
-6-
<PAGE>
promptly advise Purchaser of the receipt of any Takeover Proposal. As used in
this Agreement, "Takeover Proposal" shall mean any proposal or offer, other than
a proposal or offer by Purchaser or any of its affiliates, for a tender or
exchange offer, a merger, consolidation or other business combination involving
the Company or any subsidiary of the Company or any proposal to acquire in any
manner a substantial equity interest in, or a substantial portion of the assets
of, the Company or any of its subsidiaries or any other transaction the
consummation of which could reasonably be expected to impede, interfere with,
prevent or materially delay the Offer or the Merger or which would reasonably be
expected to dilute materially the benefits to Parent of the transactions
contemplated hereby or by the Merger Agreement.
5.3 Stockholders' Representative. Each Stockholder hereby appoints
----------------------------
Oakleigh Thorne as Stockholders' Representative to act as Stockholders'
Representative for purposes of giving and receiving notices under this
Agreement.
6. Covenants of Purchaser and Sub.
-------------------------------
6.1 No Sale. Neither Purchaser nor Sub will sell, offer to sell or
-------
otherwise dispose of the Shares in violation of the Securities Act of 1993, as
amended.
6.2 Performance. Purchaser and Sub shall perform in all material respects
-----------
all of their respective obligations under the Merger Agreement. If Purchaser
and Sub exercise the Stock Option or any of their other rights hereunder at a
time when the Merger Agreement shall have terminated, Purchaser and Sub
nevertheless agree to effect a merger pursuant to which each outstanding share
of common stock of the Company (other than held by Purchaser, Sub, the Company
or any subsidiary of the Company) shall be converted into the right to receive
not less than $55.50 per share, net to the seller, in cash at the earliest
practicable date after the Stock Option Closing.
7. Voting Agreement; Proxy of Stockholder.
--------------------------------------
7.1 Voting Agreement. (a) Each Stockholder hereby severally (and not
----------------
jointly) agrees that, during the time this Agreement is in effect, at any
meeting of the stockholders of the Company, however called, and in any action by
written consent of the stockholders of the Company, such Stockholder shall (i)
vote all of the Shares legally and/or beneficially owned by such Stockholder in
favor of the Merger, the Merger Agreement (as amended from time to time) and any
of the transactions contemplated by the Merger Agreement; (ii) vote such Shares
against any action or agreement that would result in a breach in any material
respect of any covenant, representation or warranty or any other obligation of
the Company under the Merger Agreement; and (iii) vote the Shares against any
action or
-7-
<PAGE>
agreement that would materially impede, interfere with or attempt to discourage
the Offer or the Merger.
(b) Each Stockholder hereby severally (and not jointly) further agrees
that, if the Merger Agreement shall terminate solely by reason of the Company's
exercise of its termination rights pursuant to Section 9.1(b)(iii) of the Merger
Agreement, and for as long as the Exercise Period has not ended, such
Stockholder (i) shall attend or otherwise participate in all duly called
stockholder meetings and in all actions by written consent of stockholders, (ii)
shall vote the Shares legally and/or beneficially owned by such Stockholder to
enlarge the Board of Directors of the Company to provide the Purchaser with a
majority of members of the Board elected by the Purchaser, (iii) shall not,
without the prior written consent of Purchaser, vote any of such Shares in favor
of any of the actions described in Section 6.1(a), (b), (e) or (f) of the Merger
Agreement and (iv) shall otherwise vote such Shares, and use its reasonable
efforts in its capacity as stockholder of the Company, to prevent the actions
described in Section 6.1(a), (b), (e) or (f) of the Merger Agreement.
(c) Each Purchaser and Sub agree that the covenants of each Stockholder
under this Section 7.1 relate only to each Stockholder in its capacity as
stockholder and not to any other capacity in which such person may be acting.
7.2 Irrevocable Proxy. In the event that any Stockholder shall breach its
-----------------
covenant set forth in Section 7.1, such Stockholder (without any further action
on such Stockholder's part) shall be deemed to have hereby irrevocably appointed
Purchaser as the attorney and proxy of such Stockholder pursuant to the
provisions of section 212 of the DGCL, with full power of substitution, to vote,
and otherwise act (by written consent or otherwise) with respect to all shares
of Common Stock, including the Shares, that such Stockholder is entitled to vote
at any meeting of stockholders of the Company (whether annual or special and
whether or not an adjourned or postponed meeting) or consent in lieu of any such
meeting or otherwise, to vote such shares as set forth in Section 7.1 above;
provided that in any such vote or other action pursuant to such proxy, Purchaser
- --------
shall not have the right (and such proxy shall not confer the right) to vote to
reduce the Offer Price or the Merger Consideration (as defined in the Merger
Agreement) or to otherwise modify or amend the Merger Agreement to reduce the
rights or benefits of the Company or any stockholders of the Company (including
the Stockholders) under the Offer or the Merger Agreement or to reduce the
obligations of Purchaser and/or Sub thereunder; and provided further, that this
-------- -------
proxy shall irrevocably cease to be in effect at any time that (x) the Offer
shall have expired or terminated without any share of Common Stock being
purchased thereunder in violation of the terms of the Offer or (y) Purchaser or
Sub shall be in violation of the terms of this
-8-
<PAGE>
Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN
INTEREST. Each Stockholder hereby revokes, effective upon the execution and
delivery of the Merger Agreement by the parties thereto, all other proxies and
powers of attorney with respect to the Shares that Stockholder may have
heretofore appointed or granted, and no subsequent proxy or power of attorney
(except in furtherance of Stockholder's obligations under 7.1 hereof) shall be
given or written consent executed (and if given or executed, shall not be
effective) by Stockholder with respect thereto so long as this Agreement remains
in effect. Each Stockholder shall forward to Purchaser any proxy cards that
such Stockholder receives with respect to the Offer or the Merger Agreement.
8. Effectiveness; Termination; No Survival. This Agreement shall become
---------------------------------------
effective upon its execution by each of the parties hereto and upon the
execution of the Merger Agreement. This Agreement may be terminated at any time
by mutual written consent of the parties hereto. Other than the Stock Option,
which shall be governed by Section 2.2(a), this Agreement shall terminate,
without any action by the parties hereto, on the date on which the Merger
Agreement terminates in accordance with its terms. No such termination shall
relieve any party from liability for any breach of this Agreement. The
representations and warranties of the parties set forth in Sections 3 and 4
hereof (other than Sections 3.1, 3.2, 3.4 and 3.5 which shall survive regardless
---
of any investigation made by the Purchaser) shall not survive the termination of
this Agreement (or, in the event the Stock Option is exercised, the purchase of
the Shares pursuant thereto).
9. Miscellaneous.
-------------
9.1 Notices. All notices and other communications hereunder shall be in
-------
writing and shall be deemed to have been duly given if delivered personally or
sent by registered or certified mail, postage prepaid, with return receipt
requested, as follows:
If to Purchaser or Sub, to:
Wolters Kluwer N.V.
Stadhouderskade 1
P.O. Box 818
1000 AV Amsterdam
The Netherlands
Attention: Hans E.M. van Dinter
-9-
<PAGE>
with a copy to:
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Arnold J. Schaab, Esq.
If to the Stockholders, to the Stockholders'
Representative at:
Oakleigh Thorne
CCH Incorporated
2700 Lake Cook Road
Riverwoods, Illinois
60015-3888
with a copy to:
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Attention: Douglas A. Doetsch
and a copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attention: Deirdre M. von Moltke
and a copy to:
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004-2594
Attention: Theodore S. Lynn
9.2 Waiver and Amendment. Any provision of this Agreement may be waived
--------------------
at any time by the party which is entitled to the benefits thereof and this
Agreement may be amended or supplemented at any time. No such waiver, amendment
or supplement shall be effective unless in writing and signed by the party
sought to be bound thereby.
9.3 No Prior Agreements. This Agreement and the Merger Agreement contain
-------------------
the entire agreement, and supersede all other prior agreements and
understandings, both written and oral, among the parties hereto with respect to
the subject matter hereof. This Agreement is not intended to confer upon any
other person any rights or remedies hereunder.
9.4 Successors and Assigns. This Agreement shall not be assignable,
----------------------
except that Parent or Sub may assign its rights
-10-
<PAGE>
under this Agreement to another direct or indirect wholly-owned subsidiary of
Parent, but such assignment shall not relieve Parent or Sub of their respective
obligations hereunder. This Agreement shall be binding upon, inure to the
benefit of and be enforceable by and against the parties hereto and their
successors (including administrators and executors of individuals) and permitted
assigns.
9.5 Remedies. Parent and Sub, on the one hand, and the Stockholders, on
--------
the other hand, each acknowledge and agree that the other would be irreparably
damaged in the event any of the provisions of this Agreement were not performed
by the other in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that each party shall be entitled to an injunction or
injunctions to redress the breaches of this Agreement and to specifically
enforce the terms and provisions hereof in any action instituted in any court of
the United States or any state thereof having jurisdiction, in addition to any
other remedy to which such party may be entitled at law or in equity.
9.6 Expenses. Each of the parties shall pay its own expenses in
--------
connection with the negotiation, execution and performance of the Agreement.
9.7 Counterparts. This Agreement and any amendments hereto may be
------------
executed in two or more counterparts, each of which shall be considered to be an
original, but of which together shall constitute the same instrument.
9.8 Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the state of Delaware, without regard to the
principles of conflicts of laws.
9.9 Severability. If any term, provision, covenant or restriction of this
------------
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
-11-
<PAGE>
10. Effect of Headings. The section headings herein are for convenience
------------------
only and shall not affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to take effect
as of the date set forth above.
WOLTERS KLUWER N.V.
By: /s/ Peter W. van Wel
---------------------
Name:
Title:
WK ACQUISITION SUB, INC.
By: /s/ Bruce C. Lenz
---------------------
Name:
Title:
-12-
<PAGE>
Annex I
Signatures of Stockholders
-13-
<PAGE>
/s/ Oakleigh B. Thorne /s/ Oakleigh B. Thorne
- ---------------------- ----------------------
OAKLEIGH B. THORNE, OAKLEIGH B. THORNE,
individually as beneficiary of CCH Employees'
Profit Sharing Plan
<PAGE>
/s/ Daniel K. Thorne
- --------------------
DANIEL K. THORNE,
individually
/s/ Daniel K. Thorne /s/ Theodore S. Lynn
- --------------------- --------------------
DANIEL K. THORNE THEODORE S. LYNN,
as Trustee of as Trustee of
Daniel K. Thorne 1995 Daniel K. Thorne 1995
Charitable Remiander Trust Charitable Remainder Trust
U/A dated 10/31/95 U/A dated 10/31/95
<PAGE>
/s/ Oakleigh B. Thorne /s/ Potter Palmer
- ---------------------------- ---------------------------
OAKLEIGH B. THORNE, POTTER PALMER,
as Trustee of Trust as Trustee of Trust
f/b/o Oakleigh B. Thorne f/b/o Oakleigh B. Thorne
U/A dated 12/23/70 U/A dated 12/23/70
/s/ Oakleigh B. Thorne /s/ Potter Palmer
- ---------------------------- ---------------------------
OAKLEIGH B. THORNE, POTTER PALMER,
as Trustee of Trust as Trustee of Trust
f/b/o Honore T. Wamsler f/b/o Honore T. Wamsler
U/A dated 12/23/70 U/A dated 12/23/70
/s/ Oakleigh B. Thorne /s/ Potter Palmer
- ---------------------------- ---------------------------
OAKLEIGH B. THORNE, POTTER PALMER,
as Trustee of Trust as Trustee of Trust
f/b/o Charlotte T. Bordeaux f/b/o Charlotte T. Bordeaux
U/A dated 12/23/70 U/A dated 12/23/70
<PAGE>
/s/ Oakleigh B. Thorne /s/ John Akin
- ---------------------- --------------
OAKLEIGH B. THORNE, JOHN AKIN,
as Trustee of Trust as Trustee of Trust
U/W Oakleigh L. Thorne U/W Oakleigh L. Thorne
f/b/o Dorothy Forbes Thorne f/b/o Dorothy Forbes Thorne
<PAGE>
/s/ Oakleigh B. Thorne /s/ George Whalen, Jr.
- -------------------------------- ---------------------------------
OAKLEIGH B. THORNE GEORGE WHALEN, JR.
President and Member, Investment Member, Investment Committee
Committee Millbrook Tribute Gardens, Inc.
Millbrook Tribute Gardens, Inc.
/s/ Oakleigh B. Thorne /s/ George Whalen, Jr.,
- -------------------------------- ---------------------------------
OAKLEIGH B. THORNE GEORGE WHALEN, JR.,
as Trustee of Trust as Trustee of Trust
U/W Margaret Parshall U/W Margaret Parshall
f/b/o Helen C. King f/b/o Helen C. King
<PAGE>
/s/ Oakleigh B. Thorne /s/ Mark M. Collins
- -------------------------------- ------------------------------
OAKLEIGH B. THORNE MARK M. COLLINS
as Trustee of Trust as Trustee of Trust
U/A dated 12/15/76 U/A dated 12/15/76
<PAGE>
/s/ Oakleigh Thorne
- -------------------
OAKLEIGH THORNE,
individually
<PAGE>
/s/ Oakleigh Thorne /s/ Oakleigh Thorne
- ----------------------------- ------------------------------
OAKLEIGH THORNE, OAKLEIGH THORNE,
as Trustee of as Trustee of
Thorne GST Trust Oakleigh Hewson Thorne 1995 Trust
U/A dated 9/5/95 U/A dated 9/5/95
<PAGE>
/s/ Oakleigh B. Thorne /s/ Oakleigh B. Thorne
- ------------------------------- -------------------------------
OAKLEIGH B. THORNE, OAKLEIGH B. THORNE,
as Trustee of Trust as Trustee of Trust
U/W Oakleigh L. Thorne U/W Oakleigh L. Thorne
f/b/o Oakleigh B. Thorne f/b/o Honore T. Wamsler
/s/ OAKLEIGH B. THORNE
- ------------------------------
OAKLEIGH B. THORNE
as Trustee of Trust
U/W Oakleigh L. Thorne
f/b/o Charlotte T. Bordeaux
<PAGE>
/s/ Henry F. Thorne 11/26/95 /s/ Henry F. Thorne 11/26/95
- ---------------------------------- ----------------------------------
HENRY FLEMING THORNE, HENRY FLEMING THORNE,
as Trustee of as Trustee of
Maxwell Edward Thorne 1995 Trust Alexander Lewis Thorne 1995 Trust
U/A dated 9/5/95 U/A dated 9/5/95
<PAGE>
/s/ Honore T. Wamsler
- ---------------------
HONORE T. WAMSLER
individually
<PAGE>
/s/ Oakleigh B. Thorne /s/ Henry S. Gooss
- ---------------------------- ---------------------------
OAKLEIGH B. THORNE, CHEMICAL BANK,
as Trustee of Trust as Trustee of Trust
f/b/o Oakleigh B. Thorne f/b/o Oakleigh B. Thorne
U/A dated 1/27/74 U/A dated 1/27/74
/s/ Oakleigh B. Thorne /s/ Henry S. Gooss
- ---------------------------- ---------------------------
OAKLEIGH B. THORNE, CHEMICAL BANK,
as Trustee of Trust as Trustee of Trust
f/b/o Honore T. Wamsler f/b/o Honore T. Wamsler
U/A dated 1/27/74 U/A dated 1/27/74
/s/ Oakleigh B. Thorne /s/ Henry S. Gooss
- ---------------------------- ---------------------------
OAKLEIGH B. THORNE, CHEMICAL BANK,
as Trustee of Trust as Trustee of Trust
f/b/o Charlotte T. Bordeaux f/b/o Charlotte T. Bordeaux
U/A dated 1/27/74 U/A dated 1/27/74
<PAGE>
SCHEDULE A
FIDUCIARY SHAREHOLDERS
----------------------
Shares
Trust Trustee (and Class)
----- ------- -----------
Trust f/b/o Oakleigh B. 102,000 (A)
Oakleigh B. Thorne Thorne 102,000 (B)
dated 12/23/70 Potter Palmer
Trust f/b/o Oakleigh B. 106,000 (A)
Honore T. Wamsler Thorne 106,000 (B)
U/A dated 12/23/70 Potter Palmer
Trust f/b/o Oakleigh B. 100,000 (A)
Charlotte T. Bordeaux Thorne 100,000 (A)
U/A dated 12/23/70 Potter Palmer
Trust f/b/o Oakleigh B. 637,616 (A)
Oakleigh B. Thorne Thorne 637,616 (B)
U/A dated 1/27/74 Chemical Bank
Trust f/b/o Oakleigh B. 637,618 (A)
Honore T. Wamsler Thorne 637,618 (B)
U/A dated 1/27/74 Chemical Bank
Trust f/b/o Oakleigh B. 637,618 (A)
Charlotte T. Bordeaux Thorne 637,618 (B)
U/A dated 1/27/74 Chemical Bank
Trust U/W Oakleigh B. 1,140,242 (A)
Oakleigh L. Thorne Thorne 1,140,242 (B)
f/b/o Oakleigh B. Chemical Bank
Thorne
Trust U/W Oakleigh B. 1,057,000 (A)
Oakleigh L. Thorne Thorne 1,057,000 (B)
f/b/o Honore T. Wamsler Chemical Bank
Trust U/W Oakleigh B. 1,127,742 (A)
Oakleigh L. Thorne Thorne 1,127,742 (B)
f/b/o Charlotte T. Chemical Bank
Bordeaux
Trust U/W Oakleigh B. 1,268,816 (A)
Oakleigh L. Thorne Thorne 1,268,816 (B)
f/b/o Dorothy Forbes John Akin
Thorne
<PAGE>
Shares
Trust Trustee (and Class)
----- ------- -----------
Trust U/A Oakleigh B. 489,598 (A)
dated 12/15/76 Thorne 489,598 (B)
Mark M. Collins
Thorne GST Trust Oakleigh Thorne 93,567 (B)
U/A dated 9/5/95
Oakleigh Hewson Thorne Oakleigh Thorne 935 (B)
1995 Trust
U/A date 9/5/95
Maxwell Edward Thorne Henry F. Thorne 935 (B)
1995 Trust
U/A dated 9/5/95
Alexander Lewis Thorne Henry F. Thorne 935 (B)
1995 Trust
U/A dated 9/5/95
Trust U/W Oakleigh B. 94,944 (A)
Margaret Parshall Thorne 94,944 (B)
f/b/o Helen C. King George Whalen, Jr.
Daniel K. Thorne 1995 Daniel K. Thorne 177,853 (B)
Charitable Remainder Theodore S. Lynn ------------
Trust
U/A dated 10/31/95
Total (A) 7,399,194
Total (B) 7,673,419
----------
Grand Total 15,072,613
==========
<PAGE>
SCHEDULE B
INDIVIDUAL SHAREHOLDINGS
------------------------
Shares
Person (and Class)
------ -----------
Oakleigh B. Thorne/1/ 341,469.6 (A)
255,073.7 (B)
Honore T. Wamsler 81,242 (A)
Daniel K. Thorne/2/ 1,546,852 (A)
1,368,999 (B)
Millbrook Tribute Gardens, Inc. 200,009 (A)
200,009 (B)
Oakleigh Thorne 200 (A)
200 (B)
-------
Total (A) 2,169,772.6
Total (B) 1,824,281.7
-----------
Grand Total 3,994,054.3
===========
The representations and warranties made in the foregoing Agreement are subject
to the footnotes below.
- ---------------
/1/ Oakleigh B. Thorne's holdings include 24,157.63 shares of Class A and
34,133.73 shares of Class B in the CCH Employees' Savings Plan. Mr. Thorne
does not have legal title to said shares. 214,922 of his Class A shares are
pledged.
/2/ All of Daniel K. Thorne's Class B shares and no more than 57,000 of his
Class A shares are pledged against loans made by Metropolitan Life (pledged
shares being 41,426 Class A shares and 110,000 Class B shares) and Bankers
Trust (pledged shares being all such remaining Class A shares and Class B
shares), and the pledgees are being requested to cooperate as contained in
a letter of this date denominated an "Irrevocable Instruction".
