SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

                                 Amendment No. 1

       For Annual and Transition Reports Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 1997

                          Commission File Number 0-6311

                                  WAVERLY, INC.
             (Exact name of Registrant as specified in its charter)

                        Maryland                           52-0523730
             (State or other jurisdiction of            (IRS Employer
             incorporation or organization)              Identification No.)

                 351 West Camden Street
                  Baltimore, Maryland                         21201
        (Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code        410-528-4000



Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

 Title of Each Class                  Name of Each Exchange on Which Registered
 -------------------                  -----------------------------------------
Common Stock, $2 par value                     Nasdaq Stock Market


Indicate  by check  mark  whether  the  Registrant  (1) : has filed all  reports
required to be filed by Sections 13 or 15 (d) of the Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. [ X ]


                           [Cover page 1 of 2 pages.]
<PAGE>

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant  was  $144,616,875,  or $39.00 per share as of February 14, 1998. The
number of shares  outstanding of the Registrant's  Common Stock was 9,039,576 as
of February 14, 1998.














































                           [Cover page 2 of 2 pages.]
<PAGE>
         The purpose of this  Amendment 1 is to amend and restate the  following
items of the Annual  Report on Form 10-K for the fiscal year ended  December 31,
1997, of Waverly, Inc.(the "Company"):

     Part III

         Item 10  Directors and Executive Officers of the Registrant

         Item 11  Executive Compensation

         Item 12  Security Ownership of Certain Beneficial Owners and Management




                                     Page 1
<PAGE>
                                    Part III

Item 10.  Directors and Executive Officers of the Registrant.
<TABLE>
<CAPTION>

The following table sets forth certain  information  with respect to the current
directors of the Company as of February 14, 1998:

                                                                                                                    Director
              Name and Age                Other Positions with the Company and Principal Occupations                  Since
-----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                                                          <C>
David J. Callard (59)                     President, Wand Partners, Inc.,                                              1974
                                          private investment firm, New York, NY

Edward B. Hutton, Jr. (52)                President and Chief Executive Officer                                        1988

Michael E. Johns (56)                     Executive Vice President for Health Affairs;                                 1993
                                          Director, Robert W. Woodruff Health Sciences Center
                                          Emory University, Atlanta, GA

John F. Spahr, Jr. (47)                   Managing Director, Teton Data Systems,                                       1991
                                          Jackson, WY

Michael Urban (58)                        President and Chief Executive Officer, Urban &                               1990
                                          Schwarzenberg Verlag fur Medizin GmbH, a subsidiary of
                                          the Company

Barbara J. Bonnell (66)                   Director of Research and Information, Baltimore                              1974
                                          Development Corporation, Baltimore, MD

Donald W. Dick, Jr. (55)                  Principal, EuroCapital Advisors, LLC,  private                               1980
                                          investment firm, Weehawken, NJ

Carolyn Manuszak (59)                     President, Villa Julie College, Stevenson, MD                                1987

E. Magruder Passano, Jr. (55)             Vice Chairman of the Board, Secretary                                        1972

Richard C. Riggs, Jr. (58)                President and CEO, Barton-Cotton, Inc., Baltimore, MD                        1995

Samuel G. Macfarlane (66)                 Consultant and former Vice President and Chief                               1966
                                          Financial Officer and Treasurer of Waverly, Inc.

Ackneil M. Muldrow, II (60)               President and CEO, Development Credit Fund, Inc.,                            1992
                                          Baltimore, MD

Joseph M. Palazzolo (48)                  Chairman, Gateway Investments, Inc.,                                         1996
                                          Muttontown, NY

William M. Passano, Jr. (69)              Chairman of the Board                                                        1965

<FN>
Mr. Samuel G. Macfarlane is the brother-in-law of Mr. William M. Passano, Jr.,
Mr. E. Magruder Passano, Jr. is the son of Mr. Edward M. Passano, Sr. and a
first cousin of Mr. William M. Passano, Jr.
</FN>
</TABLE>


                                     Page 2
<PAGE>


The  directors  currently  on the Board of  Directors  of the Company  have been
engaged in the principal  occupation  indicated in the  foregoing  table for the
five years preceding December 31, 1997, except as follows:

     Prior to July,  1995,  Mr. Dick was  partner,  Overseas  Partners,  Inc., a
private  investment firm in Jersey City, New,  Jersey.  Prior to June, 1996, Dr.
Johns was Dean of the Medical  Faculty and Vice  President  for  Medicine at the
Johns Hopkins University in Baltimore, Maryland. Prior to December 31, 1991, Mr.
Macfarlane  was Vice  President,  Chief  Financial  Officer and Treasurer of the
Company.  From 1992 to 1993,  Mr.  Palazzolo was Chairman of Frost and Sullivan,
Inc. From 1991 to 1993, Mr. Spahr was Chief Executive  Officer of Lea & Febiger,
a division of the Company,  and prior to 1991,  Mr. Spahr was a partner of Lea &
Febiger,  L.P.,  a  publisher  of books in the  field of  medicine  and  related
disciplines.

     The following  directors hold  directorships  with other companies as
follows:  Mr. Callard is a director of  Chartwell  RE  Corporation.  Mr. Dick is
a director  of the T. Rowe Price  Growth  Stock Fund,  Inc.,  the T. Rowe Price
New America  Growth  Fund,  the T. Rowe Price  Growth & Income  Fund, Inc.,
the T. Rowe Price Capital  Appreciation  Fund,  the T. Rowe Price  Balanced
Fund,  Inc., the T. Rowe Price Mid-Cap  Growth Fund,  Inc.,  the T. Rowe Price
Dividend  Growth Fund,  Inc., the T. Rowe Price Blue Chip Growth Fund,  Inc.,
the T. Rowe Price New Horizons Fund,  Inc., the T. Rowe Price New Era Fund,
Inc.,  the T. Rowe Price Equity  Income  Fund,  the T. Rowe Price  Science and
Technology Fund,  Inc., the T. Rowe Price Small-Cap Value Fund,  Inc., the
T. Rowe Price Index Trust,  Inc., the T. Rowe Price Equity  Series,  Inc.,  the
T. Rowe Price Personal  Strategy  Funds,  Inc., the T. Rowe Price Value Fund,
Inc., the T. Rowe Price Capital  Opportunity  Fund, Inc., the T. Rowe Price
Health Sciences Fund, Inc., the T. Rowe Price  International  Series,  Inc.,
the T. Rowe Price International Funds,  Inc., the T. Rowe Price Mid-Cap Value
Fund, Inc., the T. Rowe Price Financial  Services Fund, Inc.,  the T.  Rowe
Price  Diversified  Small-Cap  Growth  Fund,  Inc.,  the T. Rowe  Price
Media & Telecommunications  Fund,  Inc.,  the T. Rowe  Price  Real  Estate
Fund,  Inc.,  the T.  Rowe  Price Small-Cap Stock Fund, Inc., the T. Rowe Price
Tax-Efficient  Balanced Fund, Inc., the  Institutional Equity Funds, Inc. and
Institutional  International  Funds,  Inc. Mr. William M. Passano,  Jr. is a
director of First Maryland Bancorp and of the First National Bank of Maryland.

     Pursuant  to the  terms of an  Agreement  and Plan of  Merger  between  the
Company and Lea & Febiger,  L.P.,  the Company agreed to use its best efforts to
cause the election of John F. Spahr,  Jr. to the Board of Directors (or if he is
unable to serve,  then another  designated  member of the Spahr family).  If the
Passano Voting Trust (see "Principal Holders of Common Stock") fails to vote all
its shares for the election of Mr. Spahr (or one of the designated  substitutes)
as director and Mr. Spahr (or such substitute) is thus not elected,  each of the
Spahr Voting Trusts (see "Principal Holders of Common Stock") will automatically
expire.

                                    Page 3
<PAGE>

Pursuant  to the Merger  Agreement  described  in Item 1 and  promptly  upon the
purchase of and payment for Shares by Wolters  Kluwer  which  represent at least
two thirds of the outstanding Shares (on a fully diluted basis),  Wolters Kluwer
will be entitled to designate  such number of  directors,  subject to compliance
with  Section  14(f) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act") and Rule 14f-1  promulgated  thereunder,  rounded up to the next
whole number,  on the Board of Directors of the Company (the "Company Board") as
is equal to the product of the total number of  directors  on the Company  Board
multiplied by the percentage  that the aggregate  number of Shares  beneficially
owned by Newco,  Wolters Kluwer and any of their  affiliates  bears to the total
number of Shares  then  outstanding.  The  Company has agreed to take all action
necessary to cause Wolters Kluwer's designees (the "Designees") to be elected or
appointed to the Company Board and to secure the  resignations of such number of
its incumbent directors as is necessary to enable the Designees to be elected to
the Company Board. The Merger  Agreement  further provides that the Company will
cause the  Designees  to  constitute  the same  percentage  as such  individuals
represent on the Company  Board of each  committee of the Company Board and each
board of directors  (and committee  thereof) of each  subsidiary of the Company.
Prior to the effective time of the Merger, the Company will retain as members of
the Company Board at least two (2)  directors  that are directors of the Company
on the date of the Merger Agreement;  provided,  that subsequent to the purchase
of and payment for Shares pursuant to the Offer, the Designees will represent at
least a majority of the entire  Company  Board,  subject to Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder.


<TABLE>
<CAPTION>
Set forth below are the names, ages, titles and principal occupations during the
past five years of the persons who serve as executive officers of the Company:

                                                     Position and Business Experience
                Name                      Age         During Past Five Years or More
--------------------------------------------------------------------------------------
<S>                                        <C>     <C>
William M. Passano, Jr.                    69      Chairman of the Board since 1988.
                                                   Chief Executive Officer from
                                                   1971 to 1991. Director since
                                                   1965. Employed by the Company
                                                   since 1955.


E. Magruder Passano, Jr.                   55      Vice Chairman, Secretary since
                                                   April, 1990. Vice President,
                                                   Administration and Corporate
                                                   Secretary from 1971 to 1990.
                                                   Director since 1972.  Employed by
                                                   the Company since 1965.

Edward B. Hutton, Jr.                      52      President and Director since May,
                                                   1988.  Chief Executive Officer
                                                   since 1991.  From 1983 to 1988 was
                                                   President of Professional
                                                   Information Group of Simon &
                                                   Schuster, Inc.

Michael Urban                              58      President of Urban & Schwarzenberg
                                                   and Director since 1990.  Employed
                                                   by the Company since the April 1990
                                                   acquisition of Urban &
                                                   Schwarzenberg.  From 1990 has been
                                                   President, and Chief Executive
                                                   Officer.




                                     Page 4
<PAGE>


                                                   Position and Business Experience
                Name                      Age       During Past Five Years or More
------------------------------------------------------------------------------------

Arthur E. Newman                           49      Executive Vice President since
                                                   1990. From 1986 through October,
                                                   1989 held various executive
                                                   positions at Simon & Schuster, Inc.
                                                   ending as Chief Operating Officer
                                                   of Prentice Hall Information
                                                   Services.  This division was sold
                                                   to Maxwell MacMillan in October
                                                   1989, where he continued in the
                                                   same capacity until March, 1990.

Frederick Fusting                          47      President, Professional Learning
                                                   Systems Division since January
                                                   1996. Vice President, PLS Division
                                                   from 1988 to 1995. Employed by the
                                                   Company since 1980.

Richard J. Perry                           52      President, Waverly International
                                                   since January 1998.  President, W &
                                                   W Marketing Division 1993 to 1997.
                                                   Executive Vice President of Lea &
                                                   Febiger from 1991 to 1992.  From
                                                   1989 to 1990 was Vice President and
                                                   General Manager at Times Mirror,
                                                   Canada.

Alma J. Wills                              50      President, Periodical Publishing
                                                   since 1986. Vice President, Journal
                                                   Development   from   1984  to
                                                   1986. Employed by the Company
                                                   since 1976.

Stephan Joss                               41      Chief Operating Officer of Urban &
                                                   Schwarzenberg since 1997.
                                                   Executive Vice President since
                                                   1992.

E. Philip Hanlon                           49      Chief Financial Officer since
                                                   1992.  Vice President, Finance,
                                                   since March, 1989.  Vice President,
                                                   Marketing-Book division from 1987
                                                   to 1989.  Controller from 1985 to
                                                   1987.

Jonas A. Ryckis                            34      Treasurer, since February 1997.
                                                   Assistant Treasurer from 1995 to
                                                   1997. Employed by the Company
                                                   since 1989.
</TABLE>



                                     Page 5
<PAGE>

Item 11.  Executive Compensation.

The following Summary  Compensation  Table sets forth for the fiscal years ended
December  31,  1997,  1996 and 1995  information  as to the  total  compensation
received  by each of the  Chief  Executive  Officer  and the four  highest  paid
executive  officers who received total compensation in excess of $100,000 in all
capacities.




<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE


                                                                                     Long-Term
                                                     Annual Compensation(1)         Compensation       All Other
Name and                                        -------------------------------         Awards          Compen-
Principal Position                    Year      Salary($)(2)        Bonus($)(3)        Options (#)      sation($)(4)
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>                 <C>                              <C>
William M. Passano, Jr.               1997           340,000             35,200                   -       6,734
  Chairman of the Board               1996           325,000             56,875                   -       9,260
                                      1995           300,000             71,800                   -       8,610

Edward B. Hutton, Jr.                 1997           375,000             38,800              20,000      28,813
  President and CEO                   1996           350,000             61,250              17,000      10,693
                                      1995           335,000             80,200              15,000      12,952

Michael Urban
  President and CEO,                  1997           270,900                  -                   -           -
  Urban & Schwarzenberg               1996           302,000             67,000                   -           -
  Verlag fur Medizin                  1995           313,000             52,500                   -         540
   GmbH (5)

Arthur E. Newman                      1997           215,000             22,200              10,000       2,993
  Executive Vice President            1996           205,000             35,875               9,000       2,960
                                      1995           194,000             46,500               9,000       2,811

Alma J. Wills                         1997           150,000             29,500               7,000       2,783
  President, Periodical               1996           135,000             45,900               6,000       1,836
  Publishing                          1995           130,000             20,300               6,000       2,018

<FN>

(1) Does not include perquisites and other personal benefits where the aggregate
value of such  compensation to the executive  officer is less than 10% of annual
salary and bonus.

(2) Includes salary deferrals under the WISP.

(3) Comprises  bonuses under the WIN Plan,  which were accrued during the fiscal
year indicated but were paid in the following fiscal year.

(4) Includes life  insurance  premiums paid by the Company and Company  matching
contributions  under  the  WISP.  Under the WISP,  the  Company  makes  matching
contributions of 25% of each participant's  contribution subject to a maximum of
1.5% of an  employee's  compensation  up to $9,240.  The amounts for 1997 are as
follows:




                                     Page 6
<PAGE>


                                    WISP             Insurance
                                    ----             ---------
Passano, W.                        $2,375              $ 634
Hutton                              2,375              6,743
Urban                                 -                  -
Newman                              2,375               618
Wills                               2,375               408



(5) Dr.  Urban's  compensation  has been  converted  into dollars based upon the
currency  exchange rate of .5562 DM per dollar as of December 31, 1997, .6494 DM
per dollar in effect on  December  31,  1996,  and .6961 DM per dollar in effect
December 29, 1995.
 </FN>
 </TABLE>

                        Option Grants in Last Fiscal Year
                        ---------------------------------

The following table sets forth information  concerning the grant and exercise of
options in the last fiscal year under the  Waverly,  Inc.  1997  Employee  Stock
Option Plan to the persons named in the Summary Compensation Table:
<TABLE>
<CAPTION>

 __________________INDIVIDUAL GRANTS_____________
|                                                |
                                                                                        Potential Realizable
                                                                                         Value at Assumed
                        Number        % of Total                                          Annual Rates of
                    of Securities      Options                                             Stock Price
                      Underlying      Granted to                                         Appreciation for
                       Options       Employees in    Exercise                             Option Term(2)
                      Granted(1)     Fiscal year       Price       Expiration
       Name                                           ($/Sh)          Date        0%        5%           10%
------------------- --------------- --------------- ------------ --------------- ----- ------------- -------------
<S>                         <C>            <C>           <C>           <C>         <C>     <C>
Passano,W.                       0            0.0%       $ 0.00             N/A    $0      $      0      $      0

Hutton                      20,000          17.35%       $21.50         2/14/07    $0      $270,425      $685,309

Urban                            0            0.0%       $ 0.00             N/A    $0      $      0      $      0

Newman                      10,000           8.67%       $21.50         2/14/07    $0      $135,212      $342,655

Wills                        7,000           6.07%       $21.50         2/14/07    $0      $ 94,649      $239,858

<FN>

(1) All options  were  granted  with an exercise  price equal to the fair market
value of the  Common  Stock  underlying  the  option on the date of  grant.  The
options  are  exercisable  to the  extent of 25% of the shares one year from the
grant date, an additional  25% two years from the grant date, an additional 25 %
three  years from the grant  date,  and in full four years from the grant  date,
subject to such  limitations  as are imposed by Section  162(m) of the  Internal
Revenue




                                     Page 7
<PAGE>


Code  on  qualified  options,  unless  accelerated  upon a  change  in  control,
retirement,  death or disability. These options have a term of ten years, unless
terminated   sooner  in  connection  with  death,   disability,   retirement  or
termination.

(2)  Amounts  are  based  on the  0%,  5% and 10%  annual  compounded  rates  of
appreciation  of the  Common  Stock  price,  prescribed  by the  Securities  and
Exchange Commission, and are not intended to forecast future appreciation of the
Company's  Common Stock.  The prices of the Common  Stock,  assuming such annual
compounded  rates  of  appreciation,   would  be  $21.50,   %35.02  and  $55.77,
respectively.
 </FN>
 </TABLE>

    Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
    ------------------------------------------------------------------------
The  following  table  provides  information  with respect to the stock  options
exercised  during  fiscal  year  ended  December  31,  1997 and the  value as of
December  31,  1997  of  unexercised  in-the-money  options  held  by the  named
executive officers.  The value realized on the exercise of options is calculated
using the difference  between the per share option exercise price and the market
value  of a  share  on the  date  of the  exercise.  The  value  of  unexercised
in-the-money  options  at fiscal  year end is  calculated  using the  difference
between the per share option  exercise  price and the market value of $47.00 per
share at fiscal year end, December 31, 1997.
<TABLE>
 <CAPTION>

                                                         Number of Securities                Value of Unexerc.
                                                         Underlying Unexerc.                   In-the-Money
                                                         Options At FY-End                 Options At FY-End
                           Shares                        ----------------------------     -----------------------------
                        Acquired on         Value
       Name             Exercise (3)     Realized ($)    Exercisable    Unexercisable   Exercisable     Unexercisable
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>             <C>              <C>          <C>             <C>
Passano, W.                   4,400       $34,650         111,000               0       $4,172,250      $        0

Hutton                            0             0         217,970          64,030        8,103,368       1,895,258

Urban                             0             0           2,500               0           94,375               0

Newman                            0             0          56,750          21,250        2,071,469         322,031

Wills                             0             0          45,600          14,500        1,678,350         393,188

</TABLE>


                                     Page 8
<PAGE>


                          Defined Benefit Pension Plan
                          ----------------------------

     The Company has a trusteed,  noncontributory,  defined benefit pension plan
(the "Pension  Plan") in which all U.S.  employees are eligible to  participate.
The Pension Plan provides for an annual retirement benefit payable monthly based
on the sum of (i)  amounts  accrued to date under  various  career  average  pay
formulae and (ii) amounts  accruing  beginning  for 1989 based on the  following
formula:  1.5% of participant's  compensation plus .65% of earnings in excess of
the Social Security Covered Compensation (the average of Social Security Taxable
Wage Basis for a specified  35-year  period) for each year of credited  service.
Earnings for  purposes of the Pension  Plan include base salary and  commissions
but not  overtime or bonuses.  Benefits are payable  upon  retirement,  death or
disability  or upon  termination  of  employment  after five  years of  service.
Benefits are not subject to reduction  for Social  Security  benefits.  At their
normal  retirement age of 65,  estimated  annual  retirement  payments (based on
compensation for 1997 and subject to the limitations imposed by Internal Revenue
Service  regulations)  would be as  follows:  Mr.  Hutton  $72,665;  Mr.  Newman
$69,961; and Ms. Wills $68,006. Mr. William M. Passano,  Jr.'s annual retirement
payments, assuming retirement at age 70, would be $ 103,282.

     The  Company's  subsidiary,  Urban &  Schwarzenberg,  has agreed to provide
supplementary  retirement benefits to two current and thirteen former employees,
including Dr. Urban. Monthly benefits are payable upon retirement based upon 50%
of the retiree's highest achieved salary level. Upon the retiree's death, his or
her spouse  and/or  other  specified  beneficiaries  are  generally  entitled to
receive a benefit  payment.  At his normal  retirement  age of 65, the estimated
annual  retirement  payment to Dr. Urban under this plan (based on  compensation
for 1997) would be 250,000 DM (approximately $ 139,000).

                                Severance Policy
                                ----------------

     The named executive officers (other than Mr. Passano) are entitled to 
receive severance compensation pursuant to the Company's Severance Program. 
Pursuant to the Severance Program, Messrs. Hutton and Newman are entitled to 
receive 24 months, and Mr. Urban and Ms. Wills are entitled to 15 months, 
severance pay (including base salary and prorated bonus) in the event their
employment is terminated by the Company.


                              Director Compensation
                              ---------------------

     An annual  director's  fee of  $15,000  is paid to  directors,  other than
Messrs.  Callard and Spahr, who are not employees of the Company,  plus $500 for
each Committee meeting they attend.  Committee Chairs also receive an annual fee
of $1,000 for such  service.  Pursuant to the terms of the  Director  Stock Plan
(the "Plan"),  one-half of the  director's fee is payable in common stock of the
Company ("Company Stock"). The Company Stock awards are made on the dates of the
Board's  regular  February and July meetings and consist of the number of Shares
equal to one-half of the  director's fee paid on that date divided by the market
value of the  Shares  on the  business  day  immediately  preceding  the  grant.
Pursuant  to the Plan,  awards of 169 Shares  and 156  Shares  were made to each
director (other than Messrs.  Callard and Spahr) in February 1997 and July 1997,
respectively. For information regarding Mr. Callard's and Mr. Spahr's waivers of
director   compensation,   see  Item  13,  "Certain  Relationships  and  Related
Transactions."

                                     Page 9
<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management.

The  following  table  lists  only  persons  known to the  Company to be holding
beneficially  5% or more of the  Company's  outstanding  Common Stock or to have
filed a Schedule 13D or 13G as of February 14, 1998:
<TABLE>
<CAPTION>

                        PRINCIPAL HOLDERS OF COMMON STOCK
                        ---------------------------------
                                                                                   Number                           Percent of Total
Name and Address                                                                of Shares(1)                          Outstanding
------------------------------------------------------------------- ------------------------------------- --------------------------

<S>                                                                               <C>                                     <C>
Life Estate under the Will of Edward B. Passano(2)(3)                             3,227,822                               35.7%

Michael Urban(3)(4)                                                                 802,500                                8.9%

John F. Spahr, Jr., Robert N. Spahr, Christian C. Febiger
Spahr, Jr. Revocable Trust, K. Spahr Vanderbilt, N. Spahr
Bush, M. Spahr Clement, V. Spahr Heth(5)                                            495,000                                5.5%

All members of the Passano family and their associates,
including the above(6)                                                            5,249,149                               57.3%

GeoCapital Corporation(7)
767 Fifth Avenue
New York, NY 10153                                                                  706,600                                7.8%

Theodore L. Cross and certain persons(8)
200 W. 57th Street - 15th Floor
New York, NY 10019                                                                  499,912                                5.5%

<FN>

(1) Includes shares issuable to the designated individuals under options exercisable within 60 days
    after the record date.

(2) This is a Life Estate under the Will of Edward B. Passano presently held for
    the  benefit of his son,  Edward M.  Passano,  Sr.  The  shares  held in the
    Passano Life Estate are subject to a voting trust agreement described below.

(3) The  address of such  person is 351 W. Camden  Street,  Baltimore,  Maryland
    21201.

(4) Includes  800,000 shares held by a corporation and which Dr. Urban is deemed
    to own beneficially, which are subject to a voting trust agreement described
    below.

(5) The address of the Mr. Robert Spahr,  Mr. John F. Spahr,  Jr., Mr. Spahr and
    Ms. Thomas,  Trustees under the will of John F. Spahr, Sr. for Dorothy Spahr
    and the Christian C. Febiger  Spahr,  Jr.  Revocable  Trust is 351 W. Camden
    Street,  Baltimore, MD 21201. These include 495,000 shares held collectively
    subject to a ten-year  escrow  agreement and subject to four separate voting
    trust  agreements  (see  "Spahr  Voting   Trusts").   Robert  F.  Spahr  has
    dispositive



                                    Page 10
<PAGE>

    power as to 155,000 shares. John F. Spahr, Jr. has dispositive power as to
    155,000 shares. John F. Spahr, Jr. and Regina O. Thomas, Trustees under the
    will of John F. Spahr, Sr. for Dorothy Spahr, have dispositive power as to
    85,000 shares owned by Trustees under the will of John F. Spahr, Sr., Ann
    Spahr Tyler and Jay C. Rippard, Trustees, have dispositive power as to
    100,000 shares owned by the Christian C. Febiger Spahr, Jr. Revocable Trust.

(6) Includes 116,500 shares issuable under options exercisable within 60 days of
    the record date.

(7) GeoCapital  Corporation is an investment company.  Information obtained from
    GeoCapital  contained  in a  Schedule  13G  filed  with the  Securities  and
    Exchange  Commission on February 23, 1998,  states that  GeoCapital has sole
    dispositive  power as to  706,600  shares.

(8) Theodore  Cross'  principal occupation is editor and publisher of various
    academic journals. Information obtained from Mr. Cross as of December 8,
    1994,  contained in a statement on Schedule  13D states that Mr.  Cross has
    sole power to vote or to direct the vote and sole power to dispose or direct
    the  disposition  of 357,574 shares owned by Theodore  Cross.  Mr. Cross is
    deemed to have sole power to vote or to direct the vote and sole power to 
    dispose or direct the  disposition  of 6,500 shares owned by Management
    Reports, Inc. by virtue of his ownership of 60% of the issued and
    outstanding stock of Management Reports, Inc. James A. Hellmuth, as sole 
    trustee of the Louisville Charitable Remainder Unit Trust,
    has sole  power to vote or to direct  the vote and sole  power to dispose or
    direct the disposition of 5,000 shares owned by the Louisville  Trust.  Mary
    Cross,  Amanda B. Cross, Lisa W. Pownall-Gray,  Ann Fairchild Warner,  Polly
    Mackwell  and Stuart G.  Warner each has sole power to vote or to direct the
    vote and sole power to dispose or direct the disposition of their respective
    shares.
</FN>
</TABLE>

Passano  Voting  Trust.  The stock  subject to the  Passano  Family  Life Estate
referred  to in note (2) above is voted by Edward M.  Passano,  Sr.,  William M.
Passano,  Jr. and Susan P. Macfarlane,  all of 351 W. Camden Street,  Baltimore,
Maryland  21201, as voting trustees under a voting trust agreement (the "Passano
Voting Trust") dated July 31, 1989,  which will expire on the earliest to happen
of (1) the execution of a subsequent voting trust agreement by the parties;  (2)
the  lapse of ten  years  from  July 31,  1989;  or (3) the  death of  Edward M.
Passano,  Sr. The  latter is  entitled  to a 50% vote with  respect to the stock
subject to the voting trust and the other trustees are entitled to the remaining
50% vote, so that,  unless the trustees are in  agreement,  it could happen that
the stock  subject to the  voting  trust  could be not voted at all.  William M.
Passano,  Jr.,  Susan P.  Macfarlane  and E.  Magruder  Passano,  Jr., the three
grandchildren  of the  original  testator,  have  agreed  that upon the death of
Edward M. Passano,  Sr., they will enter into a ten-year  voting trust agreement
(together with the Passano Voting Trust,  the "Passano Voting Trusts")  pursuant
to which the  stock  they will then  receive  from the  termination  of the Life
Estate under Edward B.  Passano's  Will will be voted as a unit for that period.
The voting trustees will be those three  grandchildren of the original  testator
or their respective spouses.



                                    Page 11
<PAGE>

Urban Voting Trust. The shares  referenced in note (4) above remain subject to a
voting trust (the "Urban Voting Trust") of which Mr. William M. Passano, Jr. and
Dr.  Urban are the  cotrustees.  The  address of the  trustees  is 351 W. Camden
Street, Baltimore,  Maryland 21201. The duration of the Urban Voting Trust shall
be coterminous with that of the Passano Voting Trust described above. The shares
must be voted in the same way as the shares  subject to the Passano Voting Trust
described  above unless the Passano  family shares are  deadlocked and cannot be
voted at all,  in which  case Dr.  Urban  will  have the sole  right to vote the
800,000 shares.

Spahr Voting Trusts. The 495,000 shares owned collectively by Mr. Robert Spahr,
Mr. John F. Spahr, Jr., Trustees under the will of John F. Spahr, Sr. and the
Christian C. Febiger Spahr, Jr. Revocable Trust referred to in note (5) above
have been placed in voting trusts (the"Spahr Voting Trusts").  The Spahr Voting
Trusts shall expire January 9, 2001.  The shares in each of the Spahr Voting
Trusts must be voted in the same way as the shares subject to the Passano Voting
Trust described above, unless the Passano family shares are deadlocked and
cannot be voted at all. In the event of a deadlock, Mr. Robert Spahr and
Mr. John F. Spahr, Jr. will have the sole right to vote their respective 155,000
shares. Mr. Passano will have the sole right to vote the 100,000 shares owned by
the Christian C. Febiger Spahr, Jr. Revocable Trust, and the 85,000 shares owned
by the Trustees under the will of John F. Spahr, Sr. for Dorothy Spahr.  The
495,000 shares held collectively by Mr. Robert Spahr, Mr. John F. Spahr, Jr.,
the Trustees under the will of John F. Spahr, Sr. and the Christian C. Febiger
Spahr, Jr. Revocable Trust are subject to an escrow agreement until
January 10, 2001 to secure indemnification obligations in the  agreement
relating to the acquisition of  Lea &  Febiger. Under the terms of the escrow
agreement, each of the Messrs. Spahr and the Christian C. Febiger Spahr, Jr.
Revocable Trust may obtain the release of up to 70,000 (adjusted for
2-for 1- stock split on June 12, 1996) shares in the event of death, disability
or divorce.

As a result of these arrangements, the Dr. Urban, Messrs. Spahr, Trustees under
the will of John F. Spahr, Sr. and the Christian C. Febiger Spahr, Jr. Revocable
Trust may be deemed to be "associates" of the Passano family, as that term is
defined in the rules and regulations of the Securities and Exchange Commission.




                                    Page 12
<PAGE>

The following table sets forth information regarding the beneficial ownership by
named  executive  officers,  directors,  nominee for director and all  executive
officers,  directors  and nominee for  director,  as a group,  of the  Company's
outstanding Common Stock on February 14, 1998:
<TABLE>
<CAPTION>

                        SECURITY OWNERSHIP OF MANAGEMENT
                        --------------------------------

                                                                            Shares Beneficially             Percent of Total
Name                                                                           Owned(1)(2)(3)                  Outstanding
----                                                                        -------------------             ----------------
<S>                                                                               <C>                            <C>
William M. Passano, Jr., Chairman, Director                                       283,990(3)                     3.1%
E. Magruder Passano, Jr., Vice Chairman, Director                                 253,765                        2.8%
Edward B. Hutton, Jr., President and CEO, Director                                232,777                        2.5%
Arthur E. Newman, Executive Vice President                                         62,493                           *
Michael Urban, President and CEO, Urban &
  Schwarzenberg Verlag fur Medizin GmbH, Director                                 802,500(4)                     8.9%
Alma J. Wills, President, Periodical Publishing                                    52,540                           *
Barbara J. Bonnell, Director                                                        6,454                           *
David J. Callard, Director                                                         71,448                           *
Donald W. Dick, Jr., Director                                                       4,978                           *
Michael E. Johns, Director                                                          1,588                           *
Samuel G. Macfarlane, Director                                                      9,120                           *
Carolyn Manuszak, Director                                                          1,827                           *
Ackneil M. Muldrow, II, Director                                                    1,883                           *
Joseph M. Palazzolo, Director                                                     118,584                        1.3%
Richard C. Riggs, Jr., Director                                                     1,050                           *
John F. Spahr, Jr., Director                                                      155,000                        1.7%
All  executive  officers,  directors  and  nominees  for director as a group (27
persons),  including  the Life  Estate  under  the  Will of  Edward  B.  Passano
(3,227,822 shares) and all shares held in the Spahr Voting Trusts (495,000
shares) and the Urban Voting Trust (800,000)                                    5,743,916                       59.8%

<FN>

(1)  Includes shares owned by trusts, spouses and minor children of the indicated
     persons.

(2)  Includes the  following  numbers of shares  subject to options  exercisable
     within 60 days  after the record  date:  William M.  Passano,  Jr.,  85,000
     shares; E. Magruder  Passano,  Jr., 29,000 shares;  Edward B. Hutton,  Jr.,
     230,110  shares;  Arthur E. Newman,  61,478 shares;  Alma J. Wills,  45,250
     shares; David J. Callard,  12,500 shares; and all other executive officers,
     directors and nominee for director as a group (27 persons), 571,363 shares.

(3)  Excludes  3,227,822  shares held in Life Estate under the Will of Edward B.
     Passano,  the 800,000 shares held in the Urban Voting Trust and the 495,000
     shares held in the Spahr Voting  Trusts with  respect to which Mr.  Passano
     has shared voting power by virtue of his status as a trustee of the various
     voting trusts. For a description of the voting trust arrangements  relating
     to these shares,  see the description  under  "Principal  Holders of Common
     Stock."



                                    Page 13
<PAGE>


(4) For a description of the voting trust arrangements relating to these shares,
    see the description under "Principal Holders of Common Stock."
</FN>
</TABLE>

         In connection with the Merger  Agreement,  certain  stockholders of the
Company,  including certain directors and officers of the Company,  have entered
into the Stock  Option  Agreement  with  Wolters  Kluwer  and Newco  dated as of
February 10, 1998. For information  concerning the Stock Option  Agreement,  see
Item 1, "Business," "Agreement and Plan of Merger with Wolters Kluwer U.S.
Corporation."



                                    Page 14
<PAGE>


                                   Signatures
                                   ----------

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned,  thereunto duly authorized and the following  persons
have signed in the capacities indicated.



                                       Waverly, Inc.


By:                                    /s/Edward B. Hutton, Jr.
                                       ------------------------
                                       Edward B. Hutton, Jr.
                                       President, Chief Executive Officer
                                       Dated:  April 28, 1998




                                    Page 15
<PAGE>