STOCK OPTION AND TENDER AGREEMENT
Stock Option and Tender Agreement (this 'Agreement'), dated February 10,
1998, is by and among Wolters Kluwer U.S. Corporation, a Delaware corporation,
('PARENT'), MP Acquisition Corp., a Maryland corporation and a wholly-owned
subsidiary of Parent ('SUB'), and the stockholders set forth in SCHEDULE I
hereto (each, a 'STOCKHOLDER' and collectively, the 'STOCKHOLDERS').
W I T N E S S E T H:
WHEREAS, Parent, Sub, and Waverly, Inc., a Maryland corporation (the
'Company') are entering into an Agreement and Plan of Merger (the 'MERGER
AGREEMENT') pursuant to which Sub has agreed to make a tender offer (the
'Offer') for all outstanding shares of Common Stock, par value $2.00 per share
(the 'COMMON STOCK'), of the Company at $39.00 per share (the 'OFFER PRICE'),
net to the seller in cash, to be followed by a merger (the 'Merger') of Sub with
and into the Company.
WHEREAS, as a condition to the willingness of Parent and Sub to enter into
the Merger Agreement, each of Parent and Sub has required that each Stockholder
agree, and in order to induce Parent and Sub to enter into the Merger Agreement,
each Stockholder has agreed, among other things, (i) to tender in the Offer all
of the shares of Common Stock now owned or which may hereafter be acquired by
such Stockholder (the 'Shares'), (ii) to grant to Parent or Sub, as Parent shall
designate (the 'Optionee') the option to purchase the Shares in certain
circumstances, (iii) as to certain Stockholders, to appoint Parent as such
Stockholder's proxy under certain circumstances to vote the Shares in connection
with the Merger Agreement, (iv) with respect to certain questions put to
stockholders of the Company for a vote, to vote the Shares, in each case, in
accordance with the terms and conditions of this Agreement, and (v) to restrict
transfers or exercises of Company Options (as defined in Section 8 below), if
any, held by such Stockholder except as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the adequacy of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. TENDER OF SHARES. Each Stockholder severally (and not jointly)
agrees to tender and sell to Parent and/or Sub pursuant to the Offer all of the
Shares legally and/or beneficially owned by such Stockholder (as set forth on
SCHEDULE I hereto) and that once tendered, each Stockholder agrees that such
Shares will not be withdrawn from the Offer unless the Offer is terminated by
Parent or Sub without any shares of Common Stock being purchased thereunder.
Each Stockholder severally (and not jointly) agrees that such Stockholder shall
deliver to the depositary for the Offer, immediately following the commencement
of the Offer, either a letter of transmittal together with the certificates for
the Shares, if available, or a 'Notice of Guaranteed Delivery', if the Shares
are not available.
2. STOCK OPTION.
2.1 GRANT OF STOCK OPTION. Each Stockholder hereby grants to
Optionee an irrevocable option (the 'STOCK OPTION') on the terms and conditions
set forth in this Section 2, to purchase all of the Shares legally and/or
beneficially owned by such Stockholder (as set forth on SCHEDULE I hereto), at
such time as Optionee may exercise the Stock Option during the Exercise Period
(as defined below), at a purchase price equal to the Offer Price.
2.2 EXERCISE OF STOCK OPTION. (a) The Stock Option may be exercised
by Optionee, in whole and for all of such Stockholder's Shares but not in part
or for less than all of such Stockholder's Shares, (i) if the Offer was
terminated by Parent or Sub for the reasons set forth in (f) or (g) of the
Conditions to the Offer (as set forth in Annex A to the Merger Agreement) or
(ii) in the case of the expiration of the Offer, if the Offer expired without
the purchase of Shares thereunder either without satisfaction of the Minimum
Condition (as defined in the Merger Agreement) or after the occurrence of
circumstances giving rise to a right of termination by Parent or Sub for the
reasons set forth in (f) or (g) of said Conditions of the Offer, in each case
without any violation of the Offer or the Merger Agreement by Parent or Sub.
Notice of exercise may be given at any time during the period (the 'EXERCISE
PERIOD') commencing on the date on which the Offer is terminated or expires
(under the circumstances provided in this Section 2.2) and ending on the date
six months and one day after such commencement date. In addition, Optionee may
also exercise the Stock Option if the Merger Agreement shall terminate by reason
of the Company's exercise of its termination rights pursuant to Section
7.1(c)(i)(a) or (b) of the Merger Agreement, whereupon the Exercise Period shall
commence on the date such termination rights are exercised and end on the date
six months and one day thereafter.
(b) In the event Optionee wishes to exercise the Stock Option,
Optionee shall send a written notice (an 'EXERCISE NOTICE') during the Exercise
Period to each Stockholder specifying that Optionee shall purchase the total
number of Shares held by such Stockholder and a date, which shall be a business
day, and a place, which shall be in the city of Baltimore, for the closing of
such purchase (the 'STOCK OPTION CLOSING').
(c) Upon receipt of the Exercise Notice, each Stockholder shall
be obligated to deliver to Optionee a certificate or certificates representing
the number of Shares held by such Stockholder (or to direct the depositary for
the Offer to so deliver such certificate or certificates), in accordance with
the terms of this Agreement, on the later of the date specified in such Exercise
Notice or the first business day on which the conditions specified in Section
2.3 shall be satisfied. The date specified in such Exercise Notice may be as
early as one business day after the date of such Exercise Notice but shall not
be later than five (5) business days after the later of (i) the date of such
Exercise Notice, or (ii) the date all conditions under Section 2.3 are
satisfied.
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2.3 CONDITIONS TO DELIVERY OF THE SHARES. The obligation of the
Stockholders to deliver, and of the Optionee to pay for, the Shares upon
exercise of the Stock Option is subject to the following conditions:
(a) All waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the exercise of the Stock
Option and the delivery of the Shares shall have expired or been terminated; and
(b) There shall be no permanent injunction or other order by any
court of competent jurisdiction restricting, preventing or prohibiting the
exercise of the Stock Option or the delivery of the Shares in respect of such
exercise.
2.4 STOCK OPTION CLOSING. At the Stock Option Closing, each
Stockholder will deliver to Optionee a certificate or certificates evidencing
the number of Shares owned by such Stockholder, each such certificate being duly
endorsed in blank and accompanied by such stock powers and such other documents
as may be necessary in Optionee's judgment to transfer record ownership of the
Shares into Optionee's name on the stock transfer books of the Company, and
Optionee will purchase the delivered Shares at the Offer Price. All payments
made by Optionee to the Stockholders pursuant to this Section 2.4 shall be made
by wire transfer of immediately available funds or by certified bank check
payable to the Stockholders, in an amount for each Stockholder equal to the
product of (a) the Offer Price and (b) the number of Shares delivered by such
Stockholder in respect of the Stock Option Closing.
2.5 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the number of issued and outstanding shares of Common Stock by reason
of any stock dividend, subdivision, merger, recapitalization, combination,
conversion or exchange of shares, or any other change in the corporate or
capital structure of the Company (including, without limitation, the declaration
or payment of an extraordinary dividend of cash or securities) which would have
the effect of diluting or otherwise adversely affecting Optionee's rights and
privileges under this Agreement, the number and kind of the shares and the
consideration payable in respect of the Shares shall be appropriately and
equitably adjusted to restore to Optionee its rights and privileges under this
Agreement. Without limiting the scope of the foregoing, in any such event, at
the option of Optionee, the Stock Option shall represent the right to purchase,
in addition to the number and kind of Shares which Optionee would be entitled to
purchase pursuant to the immediately preceding sentence, whatever securities,
cash or other property the Shares subject to the Stock Option shall have been
converted into or otherwise exchanged for, together with any securities, cash or
other property which shall have been distributed with respect to such Shares.
3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS.
Each Stockholder severally (and not jointly), represents and warrants
to Parent and Sub that:
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3.1 POWER AND AUTHORITY. Such Stockholder has all necessary power
and authority to enter into this Agreement and to sell, assign, transfer and
deliver to Parent and/or Sub, pursuant to the terms and conditions of this
Agreement and the Merger Agreement, the Shares legally and/or beneficially owned
by such Stockholder (as set forth on SCHEDULE I hereto).
3.2 NO OTHER RIGHTS. Except for this Agreement, there are no
outstanding options, warrants or rights to purchase or acquire such Shares of
such Stockholder.
3.3 ONLY SHARES. Such Shares of such Stockholder subject to this
Agreement are the only shares of Common Stock owned of record, or owned
beneficially with the power to sell, by such Stockholder.
3.4 TITLE. Such Stockholder has, and upon the closing of the Offer,
Sub shall receive good and marketable title to such Shares of such Stockholder,
free and clear of all liens, claims, encumbrances and security interests of any
nature whatsoever.
3.5 VALIDITY. This Agreement is the legal, valid and binding
agreement of such Stockholder enforceable against such Stockholder in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.
3.6 NON-CONTRAVENTION. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both) by
Stockholder under, or give rise to a right of termination, cancellation or
acceleration of any obligation under, or result in the creation of any lien,
security interest, charge or encumbrance upon any of the properties or assets of
such Stockholder under, any provision of (i) the charter or organizational
documents of such Stockholder, if any (ii) any loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise or license applicable to such Stockholder or (iii) any
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to such Stockholder or any of its properties or assets, other than, in the case
of clauses (ii) and (iii), any such conflicts, violations, defaults, rights,
liens, security interests, charges or encumbrances that, individually or in the
aggregate, would not materially impair the ability of such Stockholder to
perform its obligations hereunder or prevent, limit or restrict the consummation
of any of the transactions contemplated hereby.
4. REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent and Sub
hereby represent and warrant to each Stockholder as follows:
4.1 POWER AND AUTHORITY. Each of Parent and Sub has all necessary
power and authority to enter into the Agreement and to purchase the Shares
pursuant to the terms and conditions of this Agreement and the Merger Agreement.
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4.2 SUFFICIENT FUNDS. Parent and/or Sub has, or prior to the date of
the Stock Option Closing will have, all of the funds necessary to consummate the
transactions contemplated hereby on a timely basis and to pay any and all of its
related fees and expenses.
4.3 VALIDITY. This Agreement is the legal, valid and binding
agreement of Parent and Sub enforceable against them in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.
4.4 NON-CONTRAVENTION. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation under, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of Parent, Sub or any
of Parent's other subsidiaries which are both owned directly or indirectly by
Parent and which directly or indirectly owns Sub ('Owning Subs') under, any
provision of (i) the Charter or Bylaws of Parent (or any comparable
organizational documents) or any provision of the comparable charter or
organizational documents of Sub or any Owning Sub, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise or license applicable to Parent, Sub
or any Owning Sub or (iii) any judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to Parent, Sub or any Owning Sub or any of their
respective properties or assets, other than, in the case of clauses (ii) or
(iii), any such conflicts, violations, defaults, rights, liens, security
interests, charges or encumbrances that, individually or in the aggregate would
not have a Parent Material Adverse Effect (as defined in the Merger Agreement),
materially impair the ability of Parent or Sub to perform its obligations
hereunder or prevent, limit or restrict the consummation of any of the
transactions contemplated hereby.
5. COVENANTS OF STOCKHOLDERS.
5.1 NO DISPOSITION OR ENCUMBRANCE OF SHARES; NO ACQUISITION OF
SHARES. (a) Each Stockholder severally (and not jointly) covenants and agrees
that, except as contemplated by this Agreement, no Stockholder shall, and no
Stockholder shall offer or agree to, sell, transfer, tender, assign, hypothecate
or otherwise dispose of, or create any security interest, lien, claim, pledge,
option, right of first refusal, agreement, limitation on such Stockholder's
voting rights, charge or other encumbrance of any nature whatsoever with respect
to the Shares now legally and/or beneficially owned by, or that may hereafter be
acquired by, such Stockholder. Each Stockholder severally (and not jointly)
agrees that such Stockholder shall not grant any proxy or power of attorney with
respect to the voting of Shares (each a 'Voting Proxy') to any person except to
vote in favor of any of the transactions contemplated by this Agreement or the
Merger Agreement. Each Stockholder hereby represents and warrants that such
Stockholder has granted no Voting Proxy which is currently (or which will
hereafter become) effective with respect to
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Shares owned by such Stockholder except Voting Proxies, if any, granted to
another Stockholder, and if such Stockholder has granted a Voting Proxy to any
person other than a Stockholder, such Voting Proxy is hereby revoked; PROVIDED,
HOWEVER, that nothing contained in the foregoing sentence shall be deemed to
revoke, limit or otherwise affect the terms of the Passano Voting Trust, the
Urban Voting Trust or the Spahr Voting Trusts (as described in the Company's
Proxy Statement, dated March 25, 1997) as such terms pertain to the voting of
Shares subject to such voting trusts. No Voting Proxy shall be given or written
consent executed by such Stockholder after the date hereof with respect to such
Stockholder's Shares (and if given or executed, shall not be effective) so long
as this Agreement remains in effect; PROVIDED, HOWEVER, that such Stockholder
may hereafter grant Voting Proxies in furtherance of such Stockholder's
obligations under Section 7.1 hereof.
(b) Each Stockholder hereby severally (and not jointly)
covenants and agrees that it shall not, and shall not offer to agree to, acquire
any additional shares of Common Stock, or options, warrants or other rights to
acquire shares of Common Stock, without the prior written consent of Parent or
Sub.
5.2 NO SOLICITATION OF TRANSACTIONS. Each Stockholder shall
immediately cease any existing discussions or negotiations, if any, with any
parties conducted heretofore with respect to any acquisition or exchange of all
or any material portion of the assets of, or any equity interest in, the Company
or any of its subsidiaries or any business combination with the Company or any
of its subsidiaries. From and after the date hereof, no Stockholder shall,
directly or indirectly, solicit or initiate any takeover proposal or offer from
any person, or (except to the extent permitted by the last sentence of Section
5.2 of the Merger Agreement) engage in discussions or negotiations relating
thereto (including by way of furnishing information). Each Stockholder shall
promptly advise Parent of the receipt of any Alternative Proposal (as defined in
the Merger Agreement).
5.3 STOCKHOLDERS' REPRESENTATIVE. Each Stockholder hereby appoints
William M. Passano, Jr. as Stockholders' Representative to act as Stockholders'
Representative for purposes of giving and receiving notices under this
Agreement.
6. COVENANTS OF PARENT AND SUB.
6.1 NO SALE. Neither Parent nor Sub will sell, offer to sell or
otherwise dispose of the Shares in violation of the Securities Act of 1933, as
amended.
6.2 PERFORMANCE. Parent and Sub shall perform in all material
respects all of their respective obligations under the Merger Agreement.
7. VOTING AGREEMENT: PROXY OF STOCKHOLDER.
7.1 VOTING AGREEMENT. (a) Each Stockholder hereby severally (and
not jointly) agrees that, during the time this Agreement is in effect, at any
meeting of the stockholders of the Company, however called, and in any action by
written consent of the
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stockholders of the Company, such Stockholder shall (i) vote all of the Shares
legally and/or beneficially owned by such Stockholder in favor of the Merger,
the Merger Agreement (as amended from time to time) and any of the transactions
contemplated by the Merger Agreement; (ii) vote such Shares against any action
or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of the Company
under the Merger Agreement; and (iii) vote the Shares against any action or
agreement that would materially impede, interfere with or attempt to discourage
the Offer or the Merger.
(b) Each Stockholder hereby severally (and not jointly) further
agrees that, if the Merger Agreement shall terminate solely by reason of the
Company's exercise of its termination rights pursuant to Section 7.1(c)(i)(a) or
(b) of the Merger Agreement and for as long as the Exercise Period has not
ended, such Stockholder (i) shall attend or otherwise participate in all duly
called stockholder meetings and in all actions by written consent of
stockholders, (ii) shall vote the Shares legally and/or beneficially owned by
such Stockholder to enlarge the Board of Directors of the Company and to provide
the Optionee with a majority of members of the Board, (iii) shall not, without
the prior written consent of Parent or Sub, vote any of such Shares in favor of
any actions requiring stockholder approval which are described in Section 5 of
the Merger Agreement and (iv) shall otherwise vote such Shares, and use its
reasonable efforts in its capacity as stockholder of the Company, to prevent the
actions prohibited by Section 5 of the Merger Agreement.
7.2 IRREVOCABLE PROXY. With respect to those persons set forth in
Schedule II hereto, in the event that any Stockholder shall breach its covenant
set forth in Section 7.1, such Stockholder (without any further action on such
Stockholder's part) shall be deemed to have hereby irrevocably appointed Parent
as the attorney-in-fact and proxy of such Stockholder pursuant to the provisions
of Section 2-507 of the MGCL, with full power of substitution, to vote, and
otherwise act (by written consent or otherwise) with respect to all shares of
Common Stock (including the Shares) that such Stockholder is entitled to vote at
any meeting of stockholders of the Company (whether annual or special and
whether or not an adjourned or postponed meeting) or consent in lieu of any such
meeting or otherwise to vote such shares as set forth in Section 7.1 above;
PROVIDED that in any such vote or other action pursuant to such proxy, Parent
shall not have the right (and such proxy shall not confer the right) to vote to
reduce the Offer Price or the Merger Consideration (as defined in the Merger
Agreement) or to otherwise modify or amend the Merger Agreement to reduce the
rights or benefits of the Company or any stockholders of the Company (including
the Stockholders) under the Offer or the Merger Agreement or to reduce the
obligations of Parent and/or Sub thereunder; and PROVIDED FURTHER, that this
proxy shall irrevocably cease to be in effect at any time that (x) the Offer
shall have expired or terminated without any share of Common Stock being
purchased thereunder, in violation of the terms of the Offer or the Merger
Agreement or (y) Parent or Sub shall be in violation of the terms of this
Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN
INTEREST. Each Stockholder shall execute and deliver to Parent any proxy cards
that such Stockholder receives to vote in favor of the consummation of the
Merger. Parent shall deliver to the Secretary of the Company any such proxy
cards received by it at any meeting called to approve the consummation of the
Merger.
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8. TRANSFER OF OPTIONS. Each of the Stockholders identified on Schedule
I hereto as holding options to purchase shares of Common Stock of the Company
(each a 'Company Option') severally (and not jointly) agrees that so long as
this Agreement shall remain in effect, such Stockholder (for purposes of this
Section 8, an 'Optionholder') will not transfer or exercise any Company Options
held by such Optionholder provided, however, that at the Effective Time, (as
defined in the Merger Agreement) each Optionholder agrees to accept an amount in
respect of such Company Options equal to the product of (A) the excess, if any,
of the Offer Price over the per share exercise price of each such Company Option
and (B) the number of Shares subject thereto (such payment to be net of
applicable withholding taxes) and each such Company Option shall thereafter be
canceled.
9. EFFECTIVENESS: TERMINATION: NO SURVIVAL. This Agreement shall become
effective as to each Stockholder upon its execution by such Stockholder, Parent
and Sub hereto and upon the execution of the Merger Agreement. This Agreement
may be terminated as to each Stockholder at any time by mutual written consent
of such Stockholder, Parent and Sub. Other than the Stock Option, which shall
be governed by Section 2.2(a), this Agreement shall terminate, without any
action by the parties hereto, on the date on which the Merger Agreement
terminates in accordance with its terms. No such termination shall relieve any
party from liability for any breach of this Agreement. The representations and
warranties of the parties set forth in Sections 3 and 4 hereof shall not survive
the termination of this Agreement (except that if the Stock Option is duly
exercised, Sections 3.1, 3.2, 3.4 and 3.5 shall survive the exercise of the
Stock Option and the purchase of the Shares pursuant thereto, regardless of any
investigation made by Parent or Sub).
10. MISCELLANEOUS.
10.1 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally
or sent by registered or certified mail, postage prepaid, with return receipt
requested, as follows:
If to Parent or Sub, to:
Wolters Kluwer United States Inc.
161 North Clark Street
Chicago, Illinois 60601
Attention: Bruce C. Lenz
Executive Vice President
with a copy to:
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Arnold J. Schaab, Esq.
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If to the Stockholders, to the Stockholders'
Representative at:
Waverly, Inc.
351 West Camden Street
Baltimore, Maryland 21117
Attention: William M. Passano, Jr.
with a copy to:
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York, Avenue, N.W.
Suite 1000
Washington, D.C. 20005
Attention: Ariel Vannier, Esq.
and a copy to:
Skadden, Arps, Slate, Meagher & Flom
1440 New York Avenue, N.W.
Washington, D.C. 20005
Attention: Michael P. Rogan, Esq.
10.2 WAIVER AND AMENDMENT. Any provision of this Agreement may be
waived at any time by the party which is entitled to the benefits thereof and
this Agreement may be amended or supplemented at any time. No such waiver,
amendment or supplement shall be effective unless in writing and signed by the
party sought to be bound thereby.
10.3 NO PRIOR AGREEMENTS. This Agreement and the Merger Agreement
contain the entire agreement, and supersede all other prior agreements and
understandings, both written and oral, among the parties hereto with respect to
the subject matter hereof. This Agreement is not intended to confer upon any
other person any rights or remedies hereunder.
10.4 SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable,
except that Parent or Sub may assign its rights under this Agreement to another
direct or indirect wholly-owned subsidiary of Parent, but such assignment shall
not relieve Parent or Sub of their respective obligations hereunder. This
Agreement shall be binding upon, inure to the benefit of and be enforceable by
and against the parties hereto and their successors (including heirs,
administrators and executors of individuals) and permitted assigns.
10.5 REMEDIES. Parent and Sub, on the one hand, and the Stockholders,
on the other hand, each acknowledge and agree that the other would be
irreparably damaged in the event any of the provisions of this Agreement were
not performed by the other in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that each party shall be
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entitled to an injunction or injunctions to redress the breaches of this
Agreement and to specifically enforce the terms and provisions hereof in any
action instituted in any court of the United States or any state thereof having
jurisdiction, in addition to any other remedy to which such party may be
entitled at law or in equity.
10.6 EXPENSES. Each of the parties shall pay its own expenses in
connection with the negotiation, execution and performance of the Agreement.
10.7 COUNTERPARTS. This Agreement and any amendments hereto may be
executed in two or more counterparts, each of which shall be considered to be an
original, both of which together shall constitute the same instrument.
10.8 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the state of Maryland, without regard to the
principles of conflicts of laws.
10.9 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
11. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the meaning or interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement to take effect
as of the date set forth above.
WOLTERS KLUWER U.S. CORPORATION
By: /s/ Peter W. van Wel
--------------------------------
Name: Peter W. van Wel
Title: President
MP ACQUISITION CORP.
By: /s/ Bruce C. Lenz
--------------------------------
Name: Bruce C. Lenz
Title: Vice President
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STOCKHOLDERS
/s/ William M. Passano, Jr. /s/ Matthew K. Hill
--------------------------- -------------------------------
William M. Passano, Jr. Matthew K. Hill
/s/ Helen A. Passano By: /s/ Kemp Passano Hill
--------------------------- ----------------------------
Helen A. Passano Legal Representative of
Matthew K. Hill
/s/ Thomas J. Hill /s/ Edward Passano Hill
--------------------------- -------------------------------
Thomas J. Hill Edward Passano Hill
/s/ Kemp Passano Hill By: /s/ Kemp Passano Hill
--------------------------- ----------------------------
Kemp Passano Hill Legal Representative of
Edward Passano Hill
/s/ William Harrison Hill /s/ Leslie H. Passano
--------------------------- -------------------------------
William Harrison Hill Leslie H. Passano
By: /s/ Kemp Passano Hill
---------------------------
Legal Representative of
William Harrison Hill
/s/ Virginia J. Hill /s/ Terry D. Passano
--------------------------- -------------------------------
Virginia J. Hill Terry D. Passano
By: /s/ Kemp Passano Hill
---------------------------- Trust for Ida K. Passano
Legal Representative of
Virginia J. Hill
By: /s/ William M. Passano, Jr.
----------------------------
Name: William M. Passano, Jr.
Title: Trustee
By: /s/ Susan P. Macfarlane
----------------------------
Name: Susan P. Macfarlane
Title: Trustee
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Passano Family Life Estate
By: /s/ Edward M. Passano, Sr. /s/ C. Alexandra Passano
------------------------------- ------------------------------
Name: Edward M. Passano, Sr. C. Alexandra Passano
Title: Trustee
By: /s/ William M. Passano, Jr. /s/ William M. Passano, Jr.
------------------------------- ------------------------------
Name: William M. Passano, Jr. Legal Representative of
Title: Trustee C. Alexandra Passano
By: /s/ Susan P. Macfarlane /s/ Nicholas Bartlett
------------------------------- ------------------------------
Name: Susan P. Macfarlane Nicholas Bartlett
Title: Trustee
/s/ Cannon Passano By: /s/ Joanne Bartlett
----------------------------------- ---------------------------
Cannon Passano Legal Representative of
Nicholas Bartlett
By: /s/ William M. Passano, Jr. /s/ E. Magruder Passano, Jr.
------------------------------- ---------------------------
Legal Representative of E. Magruder Passano, Jr.
Cannon Passano
/s/ Caroline Passano /s/ Helen M. Passano
----------------------------------- ---------------------------
Caroline Passano Helen M. Passano
By: /s/ William M. Passano, Jr. /s/ Joanne B. Bartlett
-------------------------------- ---------------------------
Legal Representative of Joanne B. Bartlett
Caroline Passano
/s/ Tamara A. Passano /s/ Christopher Bartlett
---------------------------------- ---------------------------
Tamara A. Passano Christopher Bartlett
By: /s/ Helen M. Passano /s/ Elizabeth Bartlett
------------------------------ ---------------------------
Legal Representative of Elizabeth Bartlett
Tamara A. Passano
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/s/ Edward M. Passano, Sr. By:
------------------------------- ----------------------------
Edward M. Passano Legal Representative of
Elizabeth Passano
/s/ Mary F. Passano /s/ Catherine M. Passano
------------------------------- -------------------------------
Mary F. Passano Catherine M. Passano
/s/ Mary T. Fleming By: /s/ E. Magruder Passano, Jr.
------------------------------- ----------------------------
Mary T. Fleming Legal Representative of
Catherine M. Passano
/s/ Samuel G. Macfarlane /s/ Graham Long
------------------------------- -------------------------------
Samuel G. Macfarlane Graham Long
/s/ Sarah R. Passano By: /s/ Margaret M. Long
-------------------------------- ---------------------------
Sarah R. Passano Legal Representative of
Graham Long
By: /s/ Helen M. Passano /s/ Margaret M. Long
----------------------------- -------------------------------
Legal Representative of Margeret P. Long
Sarah R. Passano
/s/ Anne Hutton
-------------------------------
Anne Hutton
/s/ Katherine Long
-------------------------------
Katherine Long
By: /s/ Margaret M. Long
----------------------------
Legal Representative of
Katherine Long
/s/ Eleanor Macfarlane By: /s/ Edward B. Hutton, Jr.
-------------------------------- ----------------------------
Eleanor Macfarlane Legal Representative of
Anne Hutton
14
By: /s/ David Macfarlane /s/ Michael Urban
----------------------------- ------------------------------
Legal Representative of Michael Urban
Eleanor Macfarlane Urban Voting Trust
/s/ James P. Macfarlane By: /s/ William M. Passano, Jr.
-------------------------------- ---------------------------
James P. Macfarlane Name: William M. Passano, Jr.
Title: Trustee
/s/ Jamie M. Macfarlane By: /s/ Michael Urban
-------------------------------- ---------------------------
Jamie M. Macfarlane Name: Michael Urban
Title: Trustee
By: /s/ James P Macfarlane /s/ John Spahr, Jr.
----------------------------- ---------------------------
Legal Representative of John Spahr, Jr.
Jamie M. Macfarlane
/s/ Grace S. Macfarlane /s/ Robert Spahr
-------------------------------- ---------------------------
Grace S. Macfarlane Robert Spahr
By: /s/ David G. Macfarlane /s/ Edward B. Hutton
---------------------------- ---------------------------
Legal Representative of Edward B. Hutton
Grace S. Macfarlane
/s/ David G. Macfarlane
-------------------------------
David G. Macfarlane
15
The Company hereby consents to the provisions of Section 7 of this
Agreement as applicable to the Shares held by the Spahr Voting Trusts which are
subject to that certain Escrow Agreement dated January 10, 1991 among the
Company, the Spahrs and First National Bank of Maryland, as Escrow Agent.
WAVERLY, INC.
By: /s/ Edward B. Hutton, Jr.
----------------------------
Edward B. Hutton, Jr.
Chief Executive Officer and President
The subscribers to each of the Passano Voting Trust, the Urban Voting Trust
and the Spahr Voting Trusts hereby consent to any and all actions taken or
contemplated to be taken by the Trustees who are Stockholders pursuant to this
Agreement.
SUBSCRIBERS:
/s/ William M. Passano, Jr.
---------------------------------
/s/ Susan P. Macfarlane
---------------------------------
/s/ Edward M. Passano, Jr.
---------------------------------
/s/ John Spahr, Jr.
---------------------------------
/s/ Robert Spahr, Jr.
---------------------------------
/s/ Michael Urban
---------------------------------
/s/ Catsfield, Inc
---------------------------------
By: Michael Urban
----------------------------
Beneficial Owner
16
SCHEDULE I
WAVERLY, INC. As of 1/30/98 09-Feb-98
Directors and Officers Stock Ownership
Actual
Holdings @ 401K Total Options GRAND
01/30/98 Holdings Outstanding TOTAL
-------- ---------- ------------ -----------
William M. Passano Jr. O/D
-----------------------
133,255 4,689 85,000 222,944
Helen A. (Wife) 45,384 45,384
Kemp H. (Adult) 27,001 27,001
Thomas (Adult) 0 0
Kemp & Thomas (Adult) 400 400
William (Minor) 1,903 1,903
Virginia (Minor) 2,703 2,703
Matthew (Minor) 100 100
Edward(Minor) 600 600
Leslie H. (Adult) 11,644 11,644
Will (Adult) 11,460 11,460
Terry D. (Adult) 1,708 1,708
Caroline (Minor) 1,753 1,753
C. Alexandra (Minor) 1,753 1,753
Cannon (Minor) 1,648 1,648
Joanne B. (Adult) 20,215 20,215
Christopher (Adult) 1,703 1,703
Nicholas (Minor) 1,703 1,703
Elizabeth (Minor) 2,103 2,103
------- ------- -------- ----------
Subtotal 267,036 4,689 85,000 356,725
Trust (Ida K.) 15,662 15,662
------- ------- -------- ----------
GRAND TOTAL 282,698 4,689 85,000 372,387
17
WAVERLY, INC. As of 2/8/98 10-Feb-98
Directors and Officers Stock Ownership
Actual
Holdings @ 401K Total Options GRAND
01/30/98 Holdings Outstanding TOTAL
-------- ---------- ------------ -----------
E. Magruder Passano, Jr. O/D
-----------------------
Self 7,616 497 29,000 37,113
Helen M. (Wife) 79,769 79,769
Catherine M. (Minor) 62,435 62,435
Sarah R. (Minor) 30,333 30,333
Tamara A. (Minor) 44,115 44,115
-------- ------- -------- --------
GRAND TOTAL 224,268 497 29,000 253,765
Edward M. Passano
----------------- D
Self 2,600 2,600
Mary F. (Wife) 6,130 6,130
Mary T. Fleming 2,610 2,610
-------- ------- -------- --------
GRAND TOTAL 11,340 0 0 11,340
LIFE ESTATE 3,227,822 3,227,822
--------- ---------
18
WAVERLY, INC. As of 2/8/98 10-Feb-98
Directors and Officers Stock Ownership
Actual Total
Holdings @ 401K Options GRAND
01/30/98 Holdings Outstanding TOTAL
-------- ---------- ------------ -----------
Samuel G. Macfarlane D
-----------------------
Self 1,320 1,320
Susan P. (Wife) 0 0
Margaret P. Long (Adult) 20,664 20,664
Katherine Long (Minor) 900 900
Graham Long (Minor) 900 900
David G. (Adult) 21,552 21,552
Grace S. (Minor) 100 100
Eleanor (Minor) 100 100
James P. (Adult) 29,566 29,566
Jamie M. (Minor) 100 100
--------- -------- ----------- -----------
Subtotal 75,202 0 0 75,202
Trust 7,800 7,800
--------- -------- ----------- -----------
GRAND TOTAL 83,002 0 0 83,002
TOTAL FAMILY 3,829,130 5,186 114,000 3,948,316
19
WAVERLY, INC. As of 2/8/98 10-Feb-98
Directors and Officers Stock Ownership
Actual Total
Holdings @ 401K Options GRAND
1/30/98 Holdings Outstanding TOTAL
-------- ---------- ------------ -----------
Spahr, John Mr. Dir 155,000 0 0 155,000
Hutton, Edward B, Jr. O/D 850 1,817 282,000 284,667
Anne (Minor) 200 0 0 200
Urban, Michael O/D 800,000 0 2,500 802,500
Spahr, Robert O/D 155,000 0 0 155,000
--------- --------- ----------- -----------
Total 1,111,050 1,817 284,500 1,397,367
GRAND TOTAL 4,940,180 7,003 398,500 5,345,683
20
SCHEDULE II
Passano Family Life Estate
Robert Spahr
John Spahr, Jr.
Dr. Michael Urban
William M. Passano, Jr.
Helen A. Passano
Helen M. Passano, individually and as
legal guardian of:
- Catherine M. (minor)
- Sarah R. (minor)
- Tamara A. (minor)
Kemp Passano Hill, individually and as
egal guardian of:
- William (minor)
- Virginia (minor)
- Matthew (minor)
- Edward (minor)
James P. MacFarlane, individually and
as legal guardian of:
- Jamie M. (minor)
Edward B. Hutton, Jr., individually and
as legal guardian of:
- Anne (minor)
21
Stock Option and Tender Agreement - Wolters Kluwer U.S. Corp. and Waverly Inc. Stockholders
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