<PAGE>
CCH INCORPORATED
2700 Lake Cook Road
Riverwoods, Illinois 60015
----------------
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
This Information Statement is being mailed on or about December 1, 1995 as
part of the Solicitation/ Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") to holders of the Shares of the Company. Capitalized terms
used and not otherwise defined herein shall have the meaning set forth in the
Schedule 14D-9. You are receiving this Information Statement in connection
with the possible election of persons designated by Offeror to a majority of
the seats on the Board of Directors of the Company (the "Board").
Pursuant to the Merger Agreement, on December 1, 1995, the Offeror commenced
the Offer. The Offer is scheduled to expire at 5:00 P.M., New York City time,
on January 4, 1996, unless extended.
This Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder. You are urged to read this
Information Statement carefully. You are not, however, required to take any
action.
The information contained in this Information Statement (including
information incorporated by reference) concerning Parent and the Offeror and
the Designees (as defined herein) has been furnished to the Company by Parent
and the Offeror and the Company assumes no responsibility for the accuracy or
completeness of such information.
GENERAL INFORMATION REGARDING THE COMPANY
GENERAL
The Class A Common Stock is the only class of voting securities of the
Company outstanding. Each share of Class A Common Stock has one vote. As of
November 27, 1995, (i) there were 16,638,512 shares of Class A Common Stock
outstanding, (ii) 16,397,122 shares of Class B Common Stock outstanding and
(iii) outstanding employee stock options granted under the Company's 1993
Long-Term Incentive Plan to purchase an aggregate of 1,217,000 shares of Class
B Common Stock. The Board currently consists of eight members and there are
currently no vacancies on the Board. Each director serves a term of one year
or until his successor is duly elected and qualified or until his earlier
death, resignation or removal.
DESIGNEES
Pursuant to the Option Agreement the Stockholders severally agreed that, if
the Merger Agreement shall terminate solely by reason of the Company's
Fiduciary Duty Termination, and for as long as the Exercise Period (as defined
in the Merger Agreement) has not ended, the Stockholders shall vote the Shares
owned by such Stockholders to enlarge the Board to provide the Offeror with a
majority of members of the Board elected by the Offeror (the "Designees").
Offeror has informed the Company that it will choose the Designees from the
directors and executive officers listed in the section herein entitled
"Information With Respect to Designees." Offeror has informed the Company that
each of the directors and executive officers listed in such section has
consented to act as a director, if so designated. The business address of
Parent and Offeror is Stadhouderskade 1, 1054 ES Amsterdam, The Netherlands.
I-1
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
DIRECTORS OF THE COMPANY
The names of the current directors, their ages as of March 2, 1995 and
certain other information about them are set forth below.
<TABLE>
<CAPTION>
YEAR FIRST POSITION WITH THE COMPANY OR
ELECTED A PRINCIPAL OCCUPATION DURING THE PAST FIVE
NAME OF DIRECTOR AGE DIRECTOR YEARS
- ---------------- --- ---------- -------------------------------------------
<S> <C> <C> <C>
John C. Burton...... 62 1979 John C. Burton has been a Director of the
Company since 1979. Mr. Burton has been
Ernst & Young Professor of Accounting and
Finance at Columbia University, New York,
New York, since 1962 except from 1976 to
1977, when he served as Deputy Mayor for
Finance for the City of New York, and from
1972 to 1976, when he served as Chief Ac-
countant of the Securities and Exchange
Commission. Mr. Burton is also a director
of Scholastic, Inc., Manville Corporation,
CPAC, Inc., and Salomon Swapco, a wholly-
owned subsidiary of Salomon Brothers Inc,
and was a Governor at Large for the Na-
tional Association of Securities Dealers
from 1991 to 1994.
William C. Egan 49 1993 Mr. Egan has served as the Executive Vice
III................ President of Consumer Products Worldwide of
Johnson & Johnson Inc. since January 1995.
He also served as the President of the Arm
& Hammer Division of Church & Dwight, Inc.,
and Chairman of Church & Dwight, Ltd. (Can-
ada) from 1990 to 1991.
Robert H. Mundheim.. 62 1981 Mr. Mundheim has served as Executive Vice
President and General Counsel for Salomon,
Inc. and a Managing Director and member of
the Executive Committee of Salomon Brothers
Inc since 1992. He served as Co-Chairman of
the law firm of Fried, Frank, Harris,
Shriver and Jacobson from 1989 to 1992 and
University Professor of Law and Finance
Emeritus, University of Pennsylvania Law
School. Mr. Mundheim has been a member of
the faculty of the University of Pennsylva-
nia since 1965, except for the period from
1977 to 1980, when he served as General
Counsel of the Treasury Department. He also
served the National Association of Securi-
ties Dealers as Governor at Large from 1988
to 1991 and Vice Chairman-Finance, 1990-
1991.
Daniel K. Thorne.... 43 1977 Mr. Thorne is a private investor and a Di-
rector of Imperial Holly Corporation.
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST POSITION WITH THE COMPANY OR
ELECTED A PRINCIPAL OCCUPATION DURING THE PAST FIVE
NAME OF DIRECTOR AGE DIRECTOR YEARS
- ---------------- --- ---------- -------------------------------------------
<S> <C> <C> <C>
Edward L. Massie.... 65 1981 Edward L. Massie served as President, Chief
Executive Officer and a member of the Exec-
utive Committee of the Company from 1991 to
April, 1995. Mr. Massie also served as Ex-
ecutive Vice President of the Company from
1980 to 1991.
Oakleigh B. Thorne.. 62 1959 Oakleigh B. Thorne has served as Chairman
of the Company since 1973. Mr. Thorne is
also a Director of the Bank of Millbrook
and Fiduciary Trust Company International.
Oakleigh Thorne..... 37 1988 Oakleigh Thorne has served as President and
Chief Executive Officer since April, 1995,
as a member of the Company's Executive Com-
mittee since 1992 and as Executive Vice
President of the Company from 1991 to 1992.
Mr. Thorne also served as the President of
CCH Legal Information Services, Inc. from
1988 to 1992.
Ralph C. Whitley.... 52 1993 Ralph C. Whitley has been a member of the
Company's Executive Committee since 1992.
Mr. Whitley also served as the President of
CCH Computax, Inc. ("Computax") from 1992
to 1994 and Executive Vice President of
Computax from 1978 to 1992.
</TABLE>
Each of the directors has been engaged in the principal occupation(s)
described above during the past five (5) years. Oakleigh B. Thorne and Daniel
K. Thorne are brothers and Oakleigh Thorne is a son of Oakleigh B. Thorne.
William C. Egan III is a cousin (by marriage) of Oakleigh B. Thorne.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During 1994 there were 11 meetings of the Board. The Board has an Audit
Committee and a Compensation Committee. The Board does not have a standing
nominating committee or any committee serving similar functions, nor is there
an executive committee of the Board. The Executive Committee of the Company
mentioned above is an executive management committee responsible for day-to-
day operations, but it cannot act in lieu of the Board.
The Audit Committee of the Board consists of John C. Burton (Chairman),
Robert H. Mundheim and Daniel K. Thorne and met two times during 1994. The
principal functions of the Audit Committee of the Board are to recommend
independent auditors to be engaged by the Board, to review with the auditors
the scope and results of the audit engagement, to review the Company's
financial statements, financial accounting policies, and decisions embodied in
the annual financial statements, and to exercise general oversight with
respect to the Company's internal accounting control systems.
The Compensation Committee consists of Robert H. Mundheim (Chairman), John
C. Burton and William C. Egan, III, and met five times during 1994. The
principal function of the Compensation Committee is to determine the
compensation of all executive officers of the Company, to recommend to the
Board the terms of principal compensation plans requiring stockholder approval
or benefiting executive officers, and to administer the plans.
I-3
<PAGE>
Each non-employee director is entitled to receive $30,000 annually for
serving as a director of the Company. Employee directors receive $250 for each
meeting of the Board they attend. The directors who chair the Audit Committee
and the Compensation Committee each receive an additional $5,000 annually for
such services, and directors serving on those committees receive $500 for each
Audit or Compensation Committee meeting they attend. Each non-employee
director made a one-time irrevocable election in 1993 (or, if later, when such
non-employee director began serving on the Board) to substitute phantom units
of Class B Common Stock for all or a portion of such director's next ten years
of cash compensation for services as a director. Such phantom units will be
settled ten years after the deferral election was made or the director's
retirement from the Board, whichever is earlier, in an amount equal to the
then fair market value of the corresponding Class B Common Stock.
The number of phantom stock units credited to a director's account is
determined by dividing the amount of the director's deferred compensation by
an amount equal to 75% of the price of the Class B Common Stock on February
11, 1993, in the case of a director elected on March 15, 1993, or, in the case
of a director joining the Board thereafter, by an amount equal to 75% of the
price of the Class B Common Stock on the date the director becomes eligible to
participate in the plan. In addition, each director's phantom stock account is
credited with phantom dividends in the form of additional phantom stock. The
amount of phantom stock so credited is calculated by dividing the amount of
dividends that would have been paid on the phantom shares already credited to
the director's account had those phantom shares been actual Class B Common
Stock by a amount equal to 75% of the price of Class B Common Stock on
February 11, 1993, in the case of a director elected on March 15, 1993, or, in
the case of a director joining the Board thereafter, by an amount equal to 75%
of the price of the Class B Common Stock on the date the director becomes
eligible to participate in the plan.
In addition, non-employee directors who do not have benefits under any other
employee retirement plan of the Company are entitled to a retirement annuity
ranging from 50% (for 10 years of service) to 100% (for 20 years of service)
of the amount payable to such directors for services during the final year of
service. Benefits under this plan will normally begin at the later of the
attainment of age 70 or retirement from the Board. The retired director will
receive full benefits for life or for the number of years of service on the
Board, whichever is less.
EXECUTIVE OFFICERS OF THE COMPANY
The following individuals currently serve as executive officers of the
Company:
<TABLE>
<CAPTION>
NAME POSITION(S) HELD
- ---- ----------------
<S> <C>
Edward L. Massie*......................... President and Chief Executive Officer
Jonathan Copulsky......................... Senior Officer, Product/Customer Mgt.
Richard G. Honor.......................... Senior Officer, International
Oakleigh B. Thorne........................ Chairman of the Board
Oakleigh Thorne*.......................... Member of Executive Committee
Ralph C. Whitley.......................... Member of Executive Committee
Hugh J. Yarrington........................ Senior Officer, Knowledge
</TABLE>
- --------
*In April, 1995 Oakleigh Thorne was elected President and Chief Executive
Officer.
I-4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid to the Company's President and Chief Executive Officer and each of the
Company's six most highly compensated Executive Officers (other than the
President and Chief Executive Officer) whose total annual salary and bonus
exceeded $100,000 for all services rendered in all capacities to the Company
and its subsidiaries for the Company's fiscal year ended December 31, 1994.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYMENTS
--------------------------------------- --------------------- --------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION(1)
POSITION YEAR SALARY($) BONUS($) ($) ($) SARS(#) ($) $
------------------ ---- --------- -------- ------------ ---------- ---------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
EDWARD L. MASSIE*
President and Chief
Executive Officer...... 1994 405,962 196,800 -- -- 35,000 -- 6,400
President and Chief
Executive Officer...... 1993 391,546 153,734 -- -- 120,000 -- 7,613
President and Chief
Executive Officer...... 1992 380,000 110,000 -- -- -- -- 13,459
JONATHAN COPULSKY
Sr. Officer,
Product/Customer Mgt... 1994 202,308 87,571 -- -- 20,000 -- 2,824
Sr. Officer,
Product/Customer Mgt... 1993 191,538 63,677 9,742(2) -- 60,000 -- 2,585
Sr. Officer,
Product/Customer Mgt... 1992 180,000 25,000 34,882(3) -- -- -- --
RICHARD G. HONOR
Sr. Officer, Interna-
tional................. 1994 210,923 81,408 36,000(4) -- 3,750 -- 3,475
Sr. Officer, Interna-
tional................. 1993 206,154 29,515 36,571(5) -- 30,000 -- 4,157
Sr. Officer, Interna-
tional................. 1992 180,870 6,250 11,778(6) -- -- -- 1,491
OAKLEIGH B. THORNE
Chairman of the Board... 1994 290,000 0 -- -- 0 -- 4,661
Chairman of the Board... 1993 200,000 90,000 -- -- 0 -- 4,315
Chairman of the Board... 1992 200,000 90,000 -- -- -- -- 7,084
OAKLEIGH THORNE*
Member of Executive Com-
mittee................. 1994 224,077 110,400 -- -- 35,000 -- 791
Member of Executive Com-
mittee................. 1993 206,154 80,954 -- -- 100,000 -- 4,099
Member of Executive Com-
mittee................. 1992 200,000 65,000 -- -- -- -- 7,084
RALPH C. WHITLEY
Member of Executive Com-
mittee................. 1994 235,962 115,200 12,500(2) -- 35,000 -- 3,850
Member of Executive Com-
mittee................. 1993 229,717 129,909(7) 41,367(3) -- 100,000 -- 4,264
Member of Executive Com-
mittee................. 1992 216,000 69,000 -- -- -- -- 7,604
HUGH J. YARRINGTON(8)
Sr. Officer, Knowledge.. 1994 207,308 87,539 3,013(2) -- 20,000 -- 1,280
Sr. Officer, Knowledge.. 1993 73,077 26,520 28,932(3) -- 60,000 -- 262
</TABLE>
- --------
(1) The totals in this column reflect the value of the CCH contributions to
the CCH Employees' Profit-Sharing Plan. The 1994 amounts include
additional 1994 Plan contributions that have been estimated because the
contribution is not calculable at this time. The estimate is expected to
be accurate to within ^ 5%. The 1993 contributions shown here are actual,
whereas in last year's proxy statement they were estimated.
(2) Represents reimbursements for taxes incurred as a result of relocation in
the previous year.
(3) Represents reimbursements for relocation expenses.
(4) Represents automobile and housing allowances.
(5) Of this amount, $36,000 was for automobile and housing allowances, $207
was for relocation expenses, and $364 represents reimbursement for taxes
incurred as a result of relocation expense reimbursement in the previous
year.
(6) Of this amount, $9,692 was for automobile and housing allowances and
$11,778 was for relocation.
(7) Of this amount, $42,339 was for payment of accrued vacation upon transfer
from Computax to CCH.
(8) Hired August 16, 1993.
* In April, 1995 Oakleigh Thorne was elected President and Chief Executive
Officer.
I-5
<PAGE>
OPTIONS/SAR GRANTS
The following tables set forth information pertaining to grants of stock
options to the Executive Officers during 1994 as well as to stock options held
by the Executive Officers at the end of 1994. All such options were granted
under the 1993 Long-Term Incentive Plan and relate to Class B Common Stock. No
stock appreciation rights were granted during 1994. None of the Executive
Officers exercised any stock options during 1994.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/ EMPLOYEES OR BASE GRANT DATE
SARS IN FISCAL PRICE EXPIRATION PRESENT
NAME GRANTED YEAR ($/SH) DATE(1) VALUE ($)(2)
---- ---------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Edward L. Massie........ 35,000 13.1% 17.000 2/10/04 173,950
Jonathan Copulsky....... 20,000 7.5% 17.000 2/10/04 99,400
Richard G. Honor........ 3,750 1.4% 17.000 2/10/04 18,638
Oakleigh B. Thorne...... 0 0 -- -- 0
Oakleigh Thorne......... 35,000 13.1% 17.000 2/10/04 173,950
Ralph C. Whitley........ 35,000 13.1% 17.000 2/10/04 173,950
Hugh J. Yarrington...... 20,000 7.5% 17.000 2/10/04 99,400
</TABLE>
- --------
(1) In general, the options granted in 1994 to all executive officers (other
than the Chief Executive Officer and Richard G. Honor) become exercisable
at the rate of one half on the second anniversary of the grant date and
one quarter on the third and fourth anniversaries of the grant date. For
Mr. Massie and Mr. Honor, all of their 1994 options become exercisable on
the second anniversary of the date of grant. Under the terms of the 1993
Long-Term Incentive Plan, in the event of a change of control, as defined
in the Plan, all options become immediately vested and exercisable.
(2) The Black-Scholes option pricing model has been used to calculate present
value as of the date of grant, February 10, 1994. The present value as of
the date of grant, calculated using the Black-Scholes model, is based on
assumptions about future interest rates, stock price volatility, and
dividend yield. The Black-Scholes model is a complicated mathematical
formula widely used to value exchange-traded options. However, stock
options granted by CCH to its executive officers differ from exchange-
traded options in three key respects: CCH's options are long-term, non-
transferable, and subject to vesting restrictions, while exchange-traded
options are short-term and can be exercised or sold immediately in a
liquid market. There is no assurance that the assumptions used, as
described below will prove to be true in the future. Consequently, the
grant date present values set forth in the table are only theoretical
values and may not accurately determine present value. The actual value,
if any, that may be realized by each individual will depend on the market
price of Class B Shares on the date of exercise. The following key
assumptions were used in the calculation: a risk-free rate of return equal
to the interest rate on a U.S. Treasury security with a maturity date
corresponding to that of the option term (5.923%); a 9-month volatility of
25% as reported in Bloomberg Financial Services as of February 28, 1994; a
dividend yield of 3.20%; and time of exercise of 10 years (exercisable
only at maturity).
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END (#) FISCAL YEAR-END ($)
-------------------- -------------------
SHARES ACQUIRED VALUED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------ -------------------- -------------------
<S> <C> <C> <C> <C>
Edward L. Massie........ -- -- 0/155,000 0/0
Jonathan Copulsky....... -- -- 0/80,000 0/0
Richard G. Honor........ -- -- 0/33,750 0/0
Oakleigh B. Thorne...... -- -- 0/0 0/0
Oakleigh Thorne......... -- -- 0/135,000 0/0
Ralph C. Whitley........ -- -- 0/135,000 0/0
Hugh J. Yarrington...... -- -- 0/80,000 0/0
</TABLE>
I-6
<PAGE>
PENSION PLAN
CCH maintains an integrated pension plan (the "Pension Plan") that provides
for defined benefits to eligible officers and employees of CCH and its
participating subsidiaries upon retirement at a specified age. These benefits
are based on the participant's number of years of service, final average pay
(the individual's highest average pay in any 60 consecutive months in his or
her last 120 months of service), and the individual's "excess final average
pay" (the portion, if any, of final average pay that exceeds the average
amount of pay subject to Social Security tax). Under the Pension Plan, a
participant's pay includes base salary, overtime, commissions, and bonuses
(subject to certain limitations under the Code). CCH also maintains an
unfunded supplemental employee retirement plan, described more fully below
(the "SERP"). The estimated aggregate benefits payable upon retirement under
the Pension Plan and the SERP to persons in specified final average pay and
years of service classifications are listed in the table below. The normal
retirement pension at age 65 is shown in the table below in the form of a
straight life annuity (although other options, including lump sum and a joint
and survivor annuity option, are available) for different levels of earnings
and years of service.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------
AVERAGE ANNUAL
EARNINGS 15 20 25 30 35 40
-------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 25,000.............. $ 4,417 $ 5,939 $ 7,462 $ 8,837 $ 10,112 $ 11,362
$ 50,000.............. 11,205 15,030 18,874 21,624 24,174 26,674
$100,000.............. 24,780 33,239 41,699 47,199 52,299 57,299
$250,000.............. 65,505 87,839 110,174 123,924 136,674 149,174
$500,000.............. 133,380 178,839 224,299 251,799 277,299 302,299
$750,000.............. 201,255 269,839 338,424 379,674 417,924 455,424
</TABLE>
As of January 1, 1995, each Named Executive Officer had the following number
of years of service under the Pension Plan and the SERP:
<TABLE>
<CAPTION>
YEARS OF
SERVICE
--------
<S> <C>
Edward L. Massie 40
Jonathan Copulsky 3
Richard G. Honor(/1/) 2
Oakleigh B. Thorne 33
Oakleigh Thorne 8
Ralph C.Whitley 26
Hugh J. Yarrington 1
</TABLE>
The Pension Plan formula provides that a participant's annual benefit will
equal the sum of (a) 1.2% of final average pay multiplied by the participant's
years of service prior to 1989 plus 1.1% of final average pay multiplied by
the participant's years of service after 1988 (up to 25 years of service), (b)
1% of final average pay multiplied by the participant's years of service over
25, and (c) .65% of "excess final average pay" multiplied by the participant's
years of service up to 25.
The Pension Plan is integrated with Social Security. However, benefit
amounts are not subject to deduction for Social Security benefits or other
offset amounts.
SUPPLEMENTAL RETIREMENT PLAN
The SERP provides benefits to certain "highly compensated" employees (as
declined in Section 414(q)(1)(B) of the Code) equal to the excess, if any, of
the benefit they would have received under the Pension Plan formula as it
existed on December 31, 1988, without regard to certain limitations contained
in the Code that generally are applicable under the Pension Plan, over the
benefit they receive under the Pension Plan. The Pension Plan formula as of
December 31, 1988 provided that a participant's annual benefit would equal the
sum of (a) 2% of final average pay multiplied by the participant's years of
service up to 25 and (b) 1% of final average pay multiplied by the
participant's years of service over 25, reduced by (c) 2% of the participant's
estimated primary Social Security benefit multiplied by the participant's
years of service up to 25.
Under the SERP, a participant's pay generally is the same as his or her pay
under the Pension Plan but is not subject to any limitations imposed on the
Pension Plan by the Code. The benefit under the SERP is integrated with Social
Security, and the formula incorporates a deduction for Social Security
benefits.
- --------
(/1/) Mr. Honor retired under the pension plan of CCH Australia in 1992 prior to
relocating to the United States to establish the International
Organization for the parent company.
I-7
<PAGE>
SHAREHOLDER RETURN PERFORMANCE INFORMATION
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Class A Common Stock against
the change in the cumulative total return of the Russell 2500 market index and
the Information Industry Bulletin 45 U.S. Cumulative Total Return Index for
the five-year period that commenced January 1, 1990 and ended December 31,
1994.
Russell 2500
The Company believes that the companies listed in the S&P 500 are too large
to be representative of the market influences on the Company's stock. The
Company is not within the S&P 500 Stock Index. The Russell 2500 index is made
up of the next 2500 largest companies by market capitalization after the S&P
500. The Company believes that the Russell 2500 is more representative than
the S&P 500 because the average market capitalization of the companies
comprising the Russell 2500 approximates that of the Company.
Peer Group
The Company has chosen the Information Industry Bulletin 45 U.S. Index for
its peer group index. The IIB 45, a published and readily available index,
tracks companies that derive at least 50% of their annual revenues from
information activities. The Company believes that the industry factors and
market conditions faced by the IIB 45 companies are similar to those
encountered by the Company. Moreover, since this group consists of domestic
companies only, it provides an index that is not subject to the fluctuations
of overseas stock markets.
[CHART]
Five-Year Cumulative Return Comparison*
CCH Class A, Russell 2500 Index and IIB 45 U.S. Index
CCH Class A, IIB 45 and Russell 2500 Indicies, Trailing
Twelve Months
December 31, 1994
CCH Russell 2500 IIB 45 Index
Annual Indexed Index Annual Indexed Index
Annual Indexed Index
Year Return Return Value Return Return Value
Return Return Value
1989 100.00 100.00 100.00
1990 6.74% 1.0674 106.74 (14.87%) 0.8513 85.13
(17.00%) 0.8300 83.00
1991 (4.72%) 0.9528 101.70 46.68% 1.4668
124.87 23.00% 1.2300 102.09
1992 (7.56%) 0.9244 94.01 16.17% 1.1617
145.06 12.20% 1.1220 114.54
1993 3.84% 1.0384 97.62 16.54% 1.1654
169.05 16.50% 1.1650 133.44
1994 (3.10%) 0.9690 94.60 (1.60%) 0.9840
166.35 (8.15%) 0.9185 122.57
- --------
*Total return assumes reinvestment of dividends.
**Returns are based on information from outside sources. Stocks in the index
are selected from the Information Industry Bulletin's index for domestic
companies.
I-8
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS, NOMINEE DIRECTORS, AND MANAGEMENT
The following table shows the number of shares of Class A Common Stock and
Class B Common Stock beneficially owned and the percentage of the outstanding
shares of Class A Common Stock and Class B Common Stock so owned, as of
February 10, 1995, as to (1) each person known to the management of the
Company to be the beneficial owner of more than five percent of the
outstanding shares of Class A Common Stock or Class B Common Stock, (2) each
nominee director, and (3) the Named Executive Officers. Unless otherwise
indicated, the Shares owned are less than 1% of the indicated class. Unless
otherwise indicated, the owner has sole voting and investment power with
respect to the listed Shares.
<TABLE>
<CAPTION>
CLASS A PERCENT OF CLASS B PERCENT OF
BENEFICIAL OWNER COMMON STOCK CLASS A COMMON STOCK CLASS B
AND ADDRESS(1) OWNED COMMON STOCK OWNED(2) COMMON STOCK
---------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Ariel Capital Management 1,429,585 8.4% 0
Inc.(3)..................
307 North Michigan Avenue
Chicago, Illinois
David L. Babson & Co., 0 1,259,110 7.4%
Inc.(4)..................
One Memorial Drive
Cambridge, Massachusetts
John C. Burton............ 2,000 2,000
Jonathan Copulsky......... 245 7,782
William C. Egan, III...... 0 0
Richard G. Honor.......... 1,000 15,000
Edward L. Massie.......... 13,545 75,391
Robert H. Mundheim........ 500 2,000
Daniel K. Thorne.......... 1,546,852 9.0% 1,546,852 9.2%
Oakleigh B. Thorne(5)..... 8,017,427 47.0% 8,021,272 47.4%
Oakleigh Thorne........... 1,370 14,042
Ralph C. Whitley.......... 4,249 17,373
Hugh J. Yarrington........ 0 0
All Executive Officers and
Directors as a group (18
persons)................. 9,581,973 56.2% 9,750,933 57.2%
All Executive Officers and
Directors as a group (16
persons) other than
Oakleigh B. and
Daniel K. Thorne......... 27,694 182,809 1.1%
</TABLE>
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(1) Address of 5% stockholders is 2700 Lake Cook Road, Riverwoods, IL, except
where specified.
(2) Shares of Class B Common Stock owned includes shares issuable upon the
exercise of options that will be exercisable within 60 days as follows:
Edward L. Massie, 60,000; Jonathan Copulsky, 7,500; Richard G. Honor,
15,000; Oakleigh Thorne, 12,500; Ralph Whitley, 12,500; all other
executive officers and directors as a group, 43,750; all executive
officers and directors as a group, 151,250.
(3) Based on the most recent report on Schedule 13G filed with the SEC, Ariel
Capital Management Inc. reported sole voting power with respect to 940,150
shares of Class A Common Stock, shared voting power with respect to 91,975
shares of Class A Common Stock, and sole investment discretion for
1,429,585 shares of Class A Common Stock.
(4) Based on the most recent report on Schedule 13G filed with the SEC, David
L. Babson & Co., Inc. reported sole voting power with respect to 568,370
shares of Class B Common Stock, shared voting power with respect to
690,740 shares of Class B Common Stock, and sole investment discretion for
1,259,110 shares of Class B Common Stock.
(5) Includes 7,673,945 Shares held by certain trusts over which Oakleigh B.
Thorne has sole or shared voting and investment authority and 200,009
Shares held by a charitable foundation of which Oakleigh B. Thorne is a
co-trustee. Chemical Banking Corporation and its subsidiary, Chemical
Bank, 277 Park Avenue, New York, New York, have advised the Company that
they have shared voting authority over 1,912,852 Shares, sole voting
authority over 3,000 shares of Class A Common Stock, and shared investment
authority over 1,912,852 Shares (11.2% and 11.3% of shares of Class A
Common Stock and shares of Class B Common Stock, respectively). Oakleigh
B. Thorne has advised CCH that substantially all of the Shares that are
held by various trusts of which he is co-trustee with Chemical Bank are
included in the table above. CCH has been advised that an additional
1,268,816 Shares (7.4% and 7.5% of shares of Class A Common Stock and
shares of Class B Common Stock, respectively) included in the table above
are held by Oakleigh B. Thorne and John Akin of Seattle, Washington, as
co-trustees under a trust in which voting authority over such shares of
Class A Common Stock is held by Mr. Thorne and investment authority over
all such Common Stock is shared with Mr. Akin.
I-9
<PAGE>
INFORMATION WITH RESPECT TO DESIGNEES
Set forth below is the name, age, business address, principal occupation or
employment and five year employment history of the persons who will be the
Parent Designees. Unless otherwise indicated, each such person has held the
occupation listed opposite his name for at least the past five years and each
occupation refers to employment with the Parent. Unless otherwise indicated,
the business address of all persons listed below is c/o Wolters Kluwer nv,
Stadhouderskode 1, 1054 ES Amsterdam, The Netherlands. Unless otherwise
indicated, all persons listed below are citizens of The Netherlands. None of
the persons listed below owns any Shares.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND OR EMPLOYMENT AND FIVE-YEAR
BUSINESS ADDRESS AGE EMPLOYMENT HISTORY
---------------- --- ----------------------------
<S> <C> <C>
C. J. Brakel.......................... 58 Chairman of the Executive Board since 1995;
Member of Executive Board since 1987
C. H. van Kempen...................... 50 Member of the Executive Board since 1993;
Chief Executive Officer of Wolters Kluwer
Italy, an indirect wholly owned subsidiary
of Wolters Kluwer nv from 1990 through
1993
Robert Pieterse....................... 53 Member of the Executive Board since 1987
Peter W. van Wel...................... 49 Member of the Executive Board since 1993;
Chief Executive Officer of Wolters Kluwer
U.S. Corporation, an indirect wholly owned
subsidiary of Wolters Kluwer nv ("Wolters
Kluwer U.S.") from 1990 through 1993
Hans E. M. van Dinter................. 50 Chief Financial Officer for more than the
past five years
Bruce C. Lenz......................... 52 Executive Vice President and Chief
c/o Wolters Kluwer U.S. Corporation Financial Officer of Wolters Kluwer U.S.
1185 Avenue of the Americas for more than the past five years
New York, New York 10036
(United States citizen)
F. H. Simons.......................... 47 Head of Legal Department for more than the
past five years
John Marozsan......................... 54 President of Aspen Publishers, Inc., an
c/o Aspen Publishers, Inc. indirect wholly owned subsidiary of
1185 Avenue of the Americas Parent, for more than the past five years
New York, New York 10036
(United States citizen)
Paul C. Kooijmans..................... 47 Director of Accounting and Control for more
than the past five years
</TABLE>
I-10
