UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
LOISLAW.COM, INC.
(Name of Subject Company (Issuer))
LL ACQUISITION CORP.
ASPEN PUBLISHERS, INC.
WOLTERS KLUWER U.S. CORPORATION
WOLTERS KLUWER NV
(Offerors)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
541431-10-2
(CUSIP Number of Class of Securities)
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COPY TO:
BRUCE C. LENZ ARNOLD J. SCHAAB, ESQ.
C/O WOLTERS KLUWER UNITED STATES INC. PRYOR CASHMAN SHERMAN & FLYNN LLP
161 NORTH CLARK STREET 410 PARK AVENUE
48TH FLOOR 10TH FLOOR
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10022
(312) 425-7000 (212) 326-0168
(Name, address, and telephone numbers of persons authorized
to receive notices and communications on behalf of filing persons)
Calculation of Filing Fee
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Transaction valuation * Amount of filing fee**
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$98,255,325.55 $19,651.07
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 25,546,089 shares of common stock, $.001 par value, of
Loislaw.com, Inc., at $4.3545 net per share in cash, without interest.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the aggregate value of cash offered by LL Acquisition Corp. for such number of
Shares.
/X/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $19,651.07
Form or Registration No.: Schedule TO
Filing Party: LL Acquisition Corp., Aspen Publishers, Inc., Wolters
Kluwer U.S. Corporation and Wolters Kluwer NV
Date Filed: December 29, 2000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to RULE 14d-1.
/ / issuer tender offer subject to RULE 13e-4.
/ / going-private transaction subject to RULE 13e-3.
/X/ Amendment to Schedule 13D under RULE 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /X/
This Amendment No. 1, the final amendment, amends the Tender Offer
Statement on Schedule TO of LL Acquisition Corp., a Delaware corporation (the
"Offeror"), Wolters Kluwer U.S. Corporation, a Delaware corporation (the
"Parent"), Aspen Publishers, Inc., a Delaware corporation ("Aspen") and Wolters
Kluwer nv, a corporation organized under the laws of the Netherlands ("Wolters
Kluwer"), filed with the Securities and Exchange Commission on December 29,
2000, relating to the tender offer by the Offeror (the "Offer") for all
outstanding shares of common stock (the "Shares"), par value $.001 per share of
Loislaw.com, Inc., a Delaware corporation (the "Company").
Pursuant to General Instruction H to Schedule TO, this final amendment
satisfies the reporting requirement of Section 13(d) of the Securities Exchange
Act of 1934, as amended, with respect to all securities acquired by the
Offeror in the Offer.
ITEM 8. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 of Schedule TO is hereby amended to add the following information:
Immediately following the expiration of the Offer on January 29, 2001, the
Offeror accepted for payment a total of 20,987,880 Shares, representing
approximately 97% of the Shares.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of Schedule TO is hereby amended to add the following information:
The Offer terminated at Midnight, New York City Time, on Monday, January
29, 2001.
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.
Dated: January 30, 2001 LL ACQUISITION CORP.
BY: /s/ Bruce C. Lenz
--------------------------
Name: Bruce C. Lenz
Title: Secretary
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.
Dated: January 30, 2001 ASPEN PUBLISHERS, INC.
BY: /s/ Bruce C. Lenz
--------------------------
Name: Bruce C. Lenz
Title: Secretary
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.
Dated: January 30, 2001 WOLTERS KLUWER U.S. CORPORATION
BY: /s/ Bruce C. Lenz
--------------------------
Name: Bruce C. Lenz
Title: Executive Vice President
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.
Dated: January 30, 2001 WOLTERS KLUWER NV
BY: /s/ J.E.M. van Dinter
---------------------------
Name: J.E.M. van Dinter
Title: Senior Vice President/
Chief Financial Officer