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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D*
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CCH INCORPORATED
(NAME OF SUBJECT COMPANY)
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WK ACQUISITION SUB, INC.
WOLTERS KLUWER NV
(BIDDERS)
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CLASS A COMMON STOCK, PAR VALUE $1.00 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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124883 10 9 (CLASS A COMMON STOCK)
124883 20 8 (CLASS B COMMON STOCK)
(CUSIP NUMBER OF CLASS OF SECURITIES)
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MR. PETER W. VAN WEL
WOLTERS KLUWER NV
STADHOUDERSKADE 1
1054 ES AMSTERDAM
THE NETHERLANDS
011-31-20-607-0400
with a copy to:
ARNOLD J. SCHAAB, ESQ.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 421-4100
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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* This Amendment No. 1 to Schedule 14D-1 also constitutes Amendment No. 1 to
the Statement on Schedule 13D of WK Acquisition Sub, Inc. and Wolters Kluwer
nv filed with respect to the shares of Class A Common Stock, par value $1.00
per share, and Class B Common Stock, par value $1.00 per share, of CCH
Incorporated beneficially owned by WK Acquisition Sub, Inc. and Wolters Kluwer
nv.
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Page 1 of 8 pages.
Exhibit Index is located on page 4.
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 which relates to the offer by WK Acquisition Sub, Inc., a
Delaware corporation (the "Purchaser") and an indirect wholly owned subsidiary
of Wolters Kluwer nv, a corporation organized under the laws of The
Netherlands ("Parent"), to purchase 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 "Shares"), of CCH Incorporated, a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated December 1, 1995 (the "Offer to
Purchase") and in the related Letter of Transmittal for Class A Common Stock
and Letter of Transmittal for Class B Common Stock (which, as amended from
time to time, together constitute the "Offer"). The Offer to Purchase is being
amended and supplemented by the Supplement to the Offer to Purchase dated
December 22, 1995 (the "Supplement"), which is filed as Exhibit (a)(10) to
this Amendment No. 1. This Amendment No. 1 also constitutes Amendment No. 1 to
the Statement on Schedule 13D of the Purchaser and Parent with respect to the
Shares beneficially owned by the Purchaser and Parent.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Items 4(a)-(b) are hereby amended and restated in their entirety by
substituting in lieu thereof the following:
The information set forth in Section 1 ("Source and Amount of Funds") of
the Supplement is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended by adding the following:
The information set forth in the Supplement, a copy of which is attached
hereto as Exhibit (a)(10), is incorporated herein by reference in its
entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following:
(a)(10) Supplement to Offer to Purchase, dated December 22, 1995.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 22, 1995
Wolters Kluwer nv
/s/ Peter W. van Wel
By: _________________________________
Peter W. van Wel
Member, Executive Board
WK Acquisition Sub, Inc.
/s/ Bruce C. Lenz
By: _________________________________
Bruce C. Lenz
Executive Vice President
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT EXHIBIT NAME PAGE NO.
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<C> <S> <C>
(a)(10) Supplement to Offer to Purchase, dated December 22, 1995....
</TABLE>
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SUPPLEMENT TO OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
OF
CCH INCORPORATED
AT
$55.50 NET PER SHARE
BY
WK ACQUISITION SUB, INC.
A WHOLLY OWNED SUBSIDIARY
OF
WOLTERS KLUWER NV
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON THURSDAY, JANUARY 4, 1996, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED BY THE EXPIRATION DATE AND NOT WITHDRAWN AT LEAST THAT NUMBER OF
SHARES OF CLASS A COMMON STOCK, PAR VALUE $1.00 PER SHARE, OF CCH
INCORPORATED WHICH WOULD CONSTITUTE A MAJORITY OF THE OUTSTANDING
SHARES OF CLASS A COMMON STOCK ON A FULLY DILUTED BASIS. SEE
SECTION 14 OF THE OFFER TO PURCHASE.
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THE BOARD OF DIRECTORS OF CCH INCORPORATED HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT, THE OFFER AND THE MERGER, HAS UNANIMOUSLY DETERMINED
THAT THE MERGER IS ADVISABLE AND THAT THE TERMS OF THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, CCH INCORPORATED'S
STOCKHOLDERS AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES.
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IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
shares of Class A Common Stock or Class B Common Stock of the Company
(collectively, the "Shares") should either (a) complete and sign the
appropriate Letter of Transmittal (the Letter of Transmittal for the Class A
Common Stock is BLUE and the Letter of Transmittal for the Class B Common
Stock is GREEN) or a manually signed facsimile thereof in accordance with the
instructions in the Letter of Transmittal, mail or deliver it and any other
required documents to the Depositary and either deliver the certificate(s) for
such Shares to the Depositary or tender such Shares pursuant to the procedure
for book-entry transfer set forth in Section 3 of the Offer to Purchase or (b)
request such stockholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction. A stockholder whose Shares are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee to tender such Shares.
Any stockholder who desires to tender Shares and whose certificates
evidencing such Shares are not immediately available or who cannot comply with
the procedures for book-entry transfer on a timely basis may tender such
Shares by following the procedures for guaranteed delivery set forth in
Section 3 of the Offer to Purchase.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of the Offer to Purchase or this
Supplement. Additional copies of the Offer to Purchase, this Supplement, the
Letters of Transmittal, the Notice of Guaranteed Delivery and other related
materials may be obtained from the Information Agent or from brokers, dealers,
commercial banks and trust companies.
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The Dealer Manager for the Offer is:
CS First Boston
December 22, 1995
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TO HOLDERS OF COMMON STOCK OF
CCH INCORPORATED:
INTRODUCTION
The following information amends and supplements the information contained
in the Offer to Purchase, dated December 1, 1995 (the "Offer to Purchase"), of
WK Acquisition Sub, Inc, a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Wolters Kluwer nv, a corporation organized under the laws
of The Netherlands ("Parent"), pursuant to which the Purchaser is offering to
purchase all outstanding shares of Class A Common Stock, par value $1.00 per
share (the "Class A Common Stock"), and Class B Common Stock, par value $1.00
per share (the "Class B Common Stock," and together with the shares of Class A
Common Stock, the "Shares"), of CCH Incorporated, a Delaware corporation (the
"Company"), at $55.50 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to Purchase, this Supplement and in the related Letters of Transmittal (which
together constitute the "Offer"). Terms used but not defined herein have the
meanings ascribed to them in the Offer to Purchase.
Except as otherwise set forth in this Supplement, the terms and conditions
set forth in the Offer to Purchase and the Letters of Transmittal previously
circulated therewith remain applicable in all respects to the Offer, and this
Supplement should be read in conjunction with the Offer to Purchase and the
Letters of Transmittal.
THIS SUPPLEMENT AND THE OFFER TO PURCHASE AND THE RELATED LETTERS OF
TRANSMITTAL WHICH WERE PREVIOUSLY MAILED TO STOCKHOLDERS CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Stockholders should follow the procedures for tendering Shares set forth in
Section 3 of the Offer to Purchase. Tendering stockholders may continue to use
the Letters of Transmittal, as applicable, previously mailed to stockholders.
1. SOURCE AND AMOUNT OF FUNDS. The total amount of funds required by the
Purchaser and Parent to consummate the Offer and the Merger and to pay related
fees and expenses is estimated to be approximately $1.9 billion. The Purchaser
expects to obtain such funds from capital contributions and/or loans from
Parent. Parent has received assurances from five banks pursuant to which such
banks have agreed to enter into an unsecured multicurrency revolving credit
facility (the "Bridge Facility") with Parent to provide an availability in the
amount of $1.9 billion, or its equivalent from time to time in certain other
currencies on an as available basis.
Drawings under the Bridge Facility will be available from the date of
execution of the definitive credit documentation and may be made thereunder
for one-, two-, three- or six-month periods, and each drawing may be made in a
minimum amount of $50 million or any integral multiple thereof. Interest on
all borrowed amounts is expected to accrue at a rate equal to the London
interbank offered rate for the relevant currency plus 10 basis points. Such
interest is expected to accrue and be calculated on the basis of the actual
number of days elapsed in a year of 360 or 365 days, as is customary for the
relevant currency, and be payable at the end of the relevant drawdown period.
All amounts outstanding under the Bridge Facility are expected to be due and
payable in full on the date which is 364 days following the execution of the
definitive credit documentation. The definitive credit documentation will be
governed by the laws of the Netherlands and will contain representations and
warranties, negative, affirmative and financial covenants, events of default
and other terms and conditions customary for such financings.
Parent currently anticipates that the Bridge Facility will be refinanced in
the form of a multicurrency term facility to be entered into by Parent and a
syndicate of banks, including the banks party to the definitive credit
documentation, on or about March 31, 1996. There can be no assurance, however,
that such multicurrency term
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facility will be entered into by such date and, in addition, Parent may employ
alternative methods for refinancing the Bridge Facility, including, without
limitation, alternative forms of debt financing, depending on prevailing
interest rates and financial and other economic conditions.
At such time as definitive agreements relating to the financing arrangements
described above have been executed or consummated, copies will be filed as
exhibits to the Schedule 14D-1.
2. MISCELLANEOUS. Parent and the Purchaser have filed with the Commission an
amendment to the Schedule 14D-1 furnishing certain additional information with
respect to the Offer. The Schedule 14D-1 and any amendments thereto, including
exhibits, may be inspected and copies may be obtained at the same places and
in the same manner as set forth in Section 7 of the Offer to Purchase (except
that they will not be available at the regional offices of the Commission).
WK Acquisition Sub, Inc.
December 22, 1995
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Facsimile copies of the Letters of Transmittal, properly completed and duly
executed, will be accepted. The Letters of Transmittal, certificates
evidencing Shares and any other required documents should be sent or delivered
by each stockholder or its broker, dealer, commercial bank or other nominee to
the Depositary as follows:
The Depositary for the Offer is:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By Mail: By Hand:
Morgan Guaranty Trust Morgan Guaranty Trust Morgan Guaranty Trust
Company Company of New York Company of New York
Corporate Reorganization c/o State Street Bank and c/o State Street Bank and
PO Box 8216 Trust Trust
Boston, MA 02266-8216 61 Broadway 225 Franklin Street
Concourse Level, Morgan Concourse Level
Window Boston, MA
New York, NY
By Overnight Courier: By Facsimile Transmission:
(617) 774-4519
Morgan Guaranty Trust Company
c/o State Street Confirm by Telephone:
Corporate Reorganization (617) 774-4501
500 Victory Road
Marina Bay MB2
N. Quincy, MA 02171
Questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone
numbers set forth below. Additional copies of the Offer to Purchase, this
Supplement, the Letters of Transmittal and the Notice of Guaranteed Delivery
may be obtained from the Information Agent. A stockholder may also contact its
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT (212) 440-9800
ALL OTHERS CALL TOLL-FREE (800) 223-2064
The Dealer Manager for the Offer is:
CS FIRST BOSTON
PARK AVENUE PLAZA
55 EAST 52ND STREET
NEW YORK, NEW YORK 10055
CALL TOLL-FREE (800) 704-8076
