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July 6, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
On behalf of John Wiley & Sons, Inc. ("John Wiley"), I
am hereby filing via EDGAR with the Securities and
Exchange Commission the Registration Statement of
John Wiley on Form 8-A, which is being filed pursuant
to Section 12(b).
In that regard, we hereby respectfully request an
immediate and accelerated effective date of July 7,
1995 for the Registration Statement of John Wiley on
Form 8-A.
Please feel free to call the undersigned at (212) 850
6101 with any questions or comments regarding the
foregoing.
Very truly yours,
Josephine Bacchi
Corporate Secretary
Enclosures
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________________
JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)
New York 13-5593032
_______________________ _____________________
(State of incorporation (I.R.S. Employer
or Organization) Identification Number)
605 Third Avenue, 10158-0012
New York, NY
____________________ ________________________
(Address of Principal (Zip Code)
executive office)
Securities to be registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Class A Common Stock
par value $1.00
per share New York Stock Exchange, Inc.
Class B Common Stock
par value $1.00
per share New York Stock Exchange, Inc.
_______________________________________________________
Securities to be registered pursuant to Section 12(g)
of the Act:
None.
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Item 1. Description of Securities to be Registered.
The following is a description of each class of Common
Stock as set forth under the caption "Description
of Capital Stock" in the Registration Statement No. 2-
84695 on Form S 2, pages 11 and 12, filed with the
Securities and Exchange Commission by the Registrant on
July 8, 1983.
DESCRIPTION OF CAPITAL STOCK
As of June 10, 1983 the Company has 10,000,000
shares of authorized Class A Common Stock of which
2,369,590 shares were outstanding,4,000,000 shares
of authorized Class B Common Stock of which 1,427,167
shares were outstanding and 2,000,000 shares of
authorized Preferred Stock of which no shares were
outstanding. Morgan Guaranty Trust Company of New
York is the registrar and transfer agent for both
classes of Common Stock. The following is a summary of
the respective rights of the holders of Class A and
Class B Common Stock.
Dividend Rights
Subject to the restrictions in the Company's
credit agreement described on page 7 and such rights as
the holders of Preferred Stock may have when, as and
if such stock is issued, holders of Common Stock
are entitled to receive dividends as may be declared
from time to time by the Board of Directors out of
funds legally available therefore. If dividends in
cash or property (other than securities of the Company)
are paid on Class B shares, dividends in no less
amount per share also must be paid on Class A
shares. Except for dividends payable in securities of
the Company, the Board of Directors may, but is not
required to, declare a dividend on Class A shares
greater than that declared on, or without declaring any
dividend on, Class B shares. Class A and Class B
shares must be treated alike with respect to any stock
splits, dividends or other distributions payable in
any securities of the Company except that one or more
Class A shares may be distributed with respect to
each outstanding Class A share and the same number of
Class B shares may be distributed with respect to
each outstanding Class B share.
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Voting Rights
Except for the election of directors and certain
class voting requirements under New York law or
imposed by any national securities exchange on
which the Company's securities may hereafter be
listed for trading, the holders of all classes of
Commons Stock vote as a single class on all matters
coming before the shareholders of the Company. Holders
of Class A shares are entitled to one tenth of one
vote per share and holders of Class B shares are
entitled to one vote per share, provided, however if
the total number of Class B shares outstanding
declines to less than 300,000, Class A and Class B
shares will be identical in every respect and vote as
a single class on all matters.
Holders of Class A shares are entitled to elect 30%
of the Board of Directors, and the remaining directors
are elected by the holders of the Class B shares.
Directors may be removed with or without cause but only
by the holders of the class of Common Stock that elected such
directors. Vacancies in the Board of Directors will be
filled by the vote of the holders of the class of
Commons Stock that elected the director whose
departure resulted in such vacancy or, in the
absence of such vote, by the remaining directors
elected by the holders of such class.
Other Rights
Each Class B share is convertible into one Class A
share, subject to adjustment for distributions of
securities of the Company on Class A shares without
a proportionate distribution on Class B shares or
reclassification or change of Class A shares without
a proportionate reclassification or change of Class
B shares. Class A shares are not convertible into
any other securities of the Company. The holders of
all classes of Common Stock are entitled to share
ratably upon liquidation in the Company's assets
available for distribution to common shareholders.
Such holders are not entitled to pre-emptive rights.
The outstanding shares of all classes of Common Stock
are, and the shares offered hereunder upon issuance and
payment therefore will be, fully paid and
nonassessable, except that pursuant to Section 630 of
the New York Business Corporation Law if no Shares of
any Class are regularly quoted in the overthe-counter
market or listed on a national securities exchange, the
ten largest shareholders of the Company would have
contingent liability for unpaid employee compensation
of the Company.
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AntiTakeover Agreements
W. Bradford Wiley, Chairman of the Board of Directors
of the Company and a principal shareholder, is a
party to agreements with certain shareholders of the
Company pursuant to which he or his designees have the
right to acquire from such shareholders upon any
proposed disposition of their Class B shares a
total of 261,722 Class B shares (or approximately
18% of such class currently outstanding) in exchange
for a like or greater number of Class A shares
(based upon relative trading values). Under
certain circumstances, the agreements could have
the effect of delaying, deferring or preventing a
change in control of the Company.
Item 2. Exhibits
The following exhibits are only being filed with the
New York Stock Exchange and are not being filed
with the Securities and Exchange Commission pursuant
to the Item II of the Instructions as to Exhibits to
Form 8A.
1. Annual Report on Form 10-K for the fiscal
year ended April 30, 1994 filed
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended
(the "Exchange Act").
2. Copies of all current reports on Form 8-K
filed pursuant to Section 13 or 15(d) of
the Exchange Act since April 30, 1994.
3. Definitive Proxy Statement on Schedule 14A
filed pursuant to Section 14 of the Exchange
Act on August 5, 1994 in connection
with the Registrant's annual meeting of stockholders
for the fiscal year ended April 30, 1994.
4. (i) Restated Certificate of Incorporation,
dated July 10, 1991.
(ii) By-Laws amended as of July 1994.
5. (i) Specimen Certificate of a share of Class
A Common Stock.
(ii) Specimen Certificate of a share of
Class B Common Stock.
6. Copy of the last annual report submitted to
stockholders by the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly
authorized.
JOHN WILEY & SONS, INC.
By /s/ Robert D. Wilder
Robert D. Wilder Senior
Vice President
Chief Financial Officer
July 6, 1995
