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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange
Act of 1934
PLENUM PUBLISHING CORPORATION
(Name of Subject Company)
PPC ACQUISITION CORP.
KLUWER BOSTON, INC.
WOLTERS KLUWER U.S. CORPORATION
WOLTERS KLUWER NV
(Bidders)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
729093104 (COMMON STOCK)
(CUSIP Number of Class of Securities)
MR. JEFFREY K. SMITH
C/O KLUWER ACADEMIC PUBLISHERS B.V.
SPUIBOULEVARD 50
3300 A<#>Z</#> DORDRECHT
THE NETHERLANDS
TELEPHONE (011) 31 78 6392283
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
COPY TO:
Arnold J. Schaab, Esq.
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue
New York, New York 10022
Telephone (212) 326-0168
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This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1 of
PPC Acquisition Corp., a Delaware corporation (the "Offeror"), Kluwer Boston,
Inc., a Massachusetts corporation (the "Parent"), Wolters Kluwer U.S.
Corporation, a Delaware corporation ("WKUS"), and Wolters Kluwer nv, a
corporation organized under the laws of the Netherlands ("Wolters Kluwer") filed
with the Securities and Exchange Commission (the "Commission") on June 16, 1998,
as amended by Amendment No. 1 to Schedule 14D-1 filed with the Commission on
June 25, 1998, relating to the tender offer (the "Offer") for all outstanding
shares of common stock, par value $.10 per share of Plenum Publishing
Corporation, a Delaware corporation (the "Corporation"), as follows:
ITEM 2. IDENTITY AND BACKGROUND
The first paragraph of Item 2 is hereby amended to add the following:
The address of the principal office of WKUS is 161 North Clark Street,
48th Floor, Chicago, IL 60601-3221.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
Item 3(b) is deleted in its entirety and replaced with the following:
(b) The information set forth in the Introduction, Section 8 ("Certain
Information Concerning the Company"), Section 9 ("Certain Information
Concerning Wolters Kluwer, Wolters Kluwer International, WKUS, WK America,
the Parent and the Offeror"), Section 11 ("Background of the Offeror; Past
Contracts, Transaction or Negotiations with the Company"), Section 12
("Purpose of the Offer and the Merger; Plans for the Company"), and Section
13 ("The Merger Agreement, The Purchase Agreements, The Option Agreement and
the WKUS Letter") of the Offer to Purchase is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended as follows:
The first paragraph of Section 10--"Source and Amount of Funds" of the Offer
to Purchase, filed as Exhibit (a)(1) to Schedule 14D-1, is amended to add the
following at the end of such first paragraph:
Wolters Kluwer will provide the required funds through its available
cash balances and existing bank credit lines.
The sixth and seventh paragraphs of Section 11--"Background of the Offer;
Past Contracts, Transactions or Negotiations with the Company" of the Offer to
Purchase, filed as Exhibit (a)(1) to the Schedule 14D-1, are deleted in their
entirety and replaced with the following:
On May 28, 1998, the Executive Board of Wolters Kluwer met and
authorized management of the Parent to make an offer, contingent upon
receipt of approval by the Supervisory Board of Wolters Kluwer, to acquire
the Company. WKUS submitted, on behalf of the Parent, an offer proposal to
the Company in the afternoon of May 29, 1998 of $72.00 per Share (the
"Wolters Kluwer Proposal"). The Wolters Kluwer Proposal provided that a
Termination Fee (as defined below) of $12,500,000 (in contrast to the
$5,000,000 proposed by the Company) would be payable in the circumstances
provided in the Merger Agreement and that the Termination Fee would be
payable if certain conditions were satisfied on or prior to June 30, 1999
(in contrast to December 31, 1998 proposed by the Company). See Section
13--"The Merger Agreement, the Purchase Agreements, the Option Agreement and
the WKUS Letter". The Wolters Kluwer Proposal was conditioned upon, among
other things, the Company's agreement to negotiate with the Parent on an
exclusive basis. The Wolters Kluwer Proposal also included a requirement
that the Company execute a Stock Option Agreement granting Parent the option
to purchase 19.9% of the outstanding shares of common stock of the Company.
On the afternoon of June 2, 1998, the Parent's financial advisor
discussed the Wolters Kluwer Proposal with the Company's financial advisor.
On June 3, 1998, after the Wolters Kluwer Proposal
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ITEM 10. ADDITIONAL INFORMATION (CONTINUED)
was revised by WKUS to provide (i) an increased offer price of $73.50, (ii)
a reduced Termination Fee of $7,500,000 and (iii) that the Termination Fee
would be payable if the relevant conditions were satisfied on or prior to
March 31, 1999, such revised proposal was accepted by the Company. See
Section 13--"The Merger Agreement, the Purchase Agreements, the Option
Agreement and the WKUS Letter".
Section 12--"Purpose of the Offer and the Merger; Plans for the Company" of
the Offer to Purchase, filed as Exhibit (a)(1) to Schedule 14D-1 is hereby
amended to add the following paragraph at the end of such section:
Pursuant to the Merger Agreement, the Bylaws of the Offeror at the
Effective Time shall be the Bylaws of the Surviving Corporation and the
officers and directors of the Offeror shall be the initial officers and
directors of the Surviving Corporation. The Merger Agreement also provides
that the Certificate of Incorporation of the Company at the Effective Time
shall be the Certificate of Incorporation of the Surviving Corporation;
however, at the Effective Time, the Board of Directors of the Surviving
Corporation may elect to reduce the number of authorized shares. It is also
expected that the Parent will cause the dividend policy of the Surviving
Corporation to be conformed to that of other indirect wholly-owned
subsidiaries of WKUS.
Except as described in this Offer to Purchase, the Merger Agreement, the
Purchase Agreements, or the Option Agreement, Wolters Kluwer does not have
any plans or proposals which would result in (i) an extraordinary corporate
transaction, (ii) a sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries, (iii) any change in the present board
of directors or management of the Company, (iv) any material change in the
capitalization or the dividend policy of the Company, (v) any other material
change in the Company's corporate structure or business, (vi) causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted on an inter-dealer
quotation system of a registered national securities association, or (vii) a
class of equity securities of the Company becoming eligible for termination
or registration pursuant to Section 12(g)(4) of the Exchange Act.
The first sentence of Section 13--"The Merger Agreement, the Purchase
Agreements, the Option Agreement and the WKUS Letter" of the Offer to Purchase,
filed as Exhibit (a)(1) to Schedule 14D-1, is deleted in its entirety and
replaced with the following:
The following is a summary of the material provisions of the Merger
Agreement, the Purchase Agreements, the Option Agreement and the WKUS
Letter, copies of which are filed as exhibits to the Schedule 14D-1 and
Schedule 13D.
The first paragraph of the Section 14--"Certain Conditions to the Offeror's
Obligations" of the Offer to Purchase, filed as Exhibit (a)(1) to Schedule
14D-1, is deleted in its entirety and replaced with the following:
Notwithstanding any other term of the Offer, and in addition to (and not
in limitation thereof) Offeror's rights to extend and amend the Offer at any
time in its sole discretion (subject to the provisions of the Merger
Agreement) the Offeror shall not be required to accept for payment or,
subject to any applicable rules and regulations of the Commission, including
Rule 14e-(1)(c) under the Exchange Act (relating to the Offeror's
obligations to pay for or return tendered Shares after the termination or
withdrawal of the Offer), pay for, and may delay the acceptance for payment
of or, subject to the restriction referred to above, the payment for, any
tendered Shares, and may terminate or amend the Offer as to any Shares not
then paid for, if (i) any applicable waiting period under the HSR Act has
not expired or terminated, (ii) the Minimum Condition has not been
satisfied, or (iii) at any time on or after the date of the Merger Agreement
and before the expiration of the Offer, any of the following events shall
have occurred:
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Dated: July 10, 1998 PPC Acquisition Corp.
By: /s/ JEFFREY K. SMITH
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Name: Jeffrey K. Smith
Title: President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Dated: July 10, 1998 Kluwer Boston, Inc.
By: /s/ JEFFREY K. SMITH
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Name: Jeffrey K. Smith
Title: President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Dated: July 10, 1998 Wolters Kluwer U.S. Corporation
By: /s/ PETER W. VAN WEL
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Name: Peter W. van Wel
Title: President and CEO
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Dated: July 10, 1998 Wolters Kluwer nv
By: /s/ PETER W. VAN WEL
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Name: Peter W. van Wel
Title: Member, Executive Board
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