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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)*
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D**
(AMENDMENT NO. 3)
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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* Constituting the final amendment to Schedule 14D-1.
** This Amendment No. 3 to Schedule 14D-1 also constitutes Amendment No. 3
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 3 pages.
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This Amendment No. 3 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"), as amended and supplemented by the Supplement to Offer to Purchase
dated December 22, 1995 (the "Supplement"), 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"). This Amendment No. 3, which constitutes the final amendment to the
Tender Offer Statement on Schedule 14D-1, also constitutes Amendment No. 3 to
the Statement on Schedule 13D of the Purchaser and Parent with respect to the
Shares beneficially owned by the Purchaser and Parent.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding thereto the following:
On January 5, 1996, the Purchaser accepted for payment a total of
16,324,843 shares of Class A Common Stock and 16,118,635 shares of Class B
Common Stock.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by adding thereto the following:
The Offer terminated at 5:00 p.m., New York City time, on Thursday,
January 4, 1996.
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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: January 9, 1996
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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