<PAGE>
605 Third Avenue
New York, NY 10158
(212) 850-6000
John Wiley & Sons, Inc. Bradford Wiley II
Chairman of the Board
August 10, 1995
To the Shareholders:
You are cordially invited to attend the 1995 Annual Meeting of Shareholders
to be held Thursday, September 21, 1995 at 10 o'clock in the morning, at the
Shelburne Murray Hill Hotel, Grand Ballroom, 303 Lexington Avenue at 37th
Street, New York, New York. The official Notice of Meeting, Proxy Statement, and
separate forms of proxy for Class A and Class B Shareholders are enclosed with
this letter. The matters listed in the Notice of Meeting are described in the
attached Proxy Statement.
The Board of Directors welcomes and appreciates the interest of
shareholders in the Company's affairs, and encourages those entitled to vote at
this annual meeting to take the time to do so. We hope you will attend the
meeting, but, whether or not you expect to be personally present, please sign,
date and promptly return the enclosed proxy card (or, if you own two classes of
shares, both proxy cards) in the accompanying post-paid envelope. This will
assure that your shares are represented at the meeting. Even though you execute
this proxy, you may revoke it at any time before it is voted. If you attend the
meeting you will be able to vote in person if you wish to do so, even if you
have previously returned your proxy card.
Your cooperation and prompt attention to this matter will be appreciated.
Sincerely,
/s/ Bradford Wiley II
Chairman of the Board
<PAGE>
John Wiley & Sons, Inc., 605 Third Avenue, New York, NY 10158 (212) 850-6000
NOTICE OF ANNUAL MEETING
of Shareholders
to be held
September 21, 1995
To the Shareholders:
The Annual Meeting of Shareholders of John Wiley & Sons, Inc. (the
"Company") will be held at the Shelburne Murray Hill Hotel, Grand Ballroom, 303
Lexington Avenue at 37th Street, New York, New York, on Thursday, September 21,
1995 at 10:00 A.M., for the following purposes:]
1. To elect a board of fourteen (14) directors, of whom five (5) are to be
elected by the holders of Class A Common Stock voting as a class and nine (9)
are to be elected by the holders of Class B Common Stock voting as a class.
2. To consider and act upon a proposal to amend the Company's Restated
Certificate of Incorporation to authorize 30,000,000 shares of Class A Common
Stock and 12,000,000 shares of Class B Common Stock, as described more fully in
the attached Proxy Statement.
3. To consider and act upon a proposal to amend the Company's 1990
Director Stock Plan, described in the attached Proxy Statement.
4. To ratify the appointment by the Board of Directors of the Company's
independent public accountants for the fiscal year ending April 30, 1996.
5. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Shareholders of record at the close of business on August 3, 1995 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors
Josephine A. Bacchi
Secretary
August 10, 1995
New York, New York
Whether or not you plan to be present at the Annual Meeting, please mark,
sign, date and return promptly the accompanying proxy (OR PROXIES IF YOU ARE A
HOLDER OF BOTH CLASSES OF COMMON STOCK) in the enclosed envelope to which no
postage need be affixed if mailed in the United States. If you attend the Annual
Meeting in person, you may withdraw your proxy or proxies and vote your shares
personally.
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of John Wiley & Sons, Inc. (the "Company") of proxies to
be used at the Annual Meeting of Shareholders to be held on September 21, 1995
at the time, place, and for the purposes set forth in the accompanying Notice of
Meeting and at any and all adjournments thereof. This Proxy Statement and
accompanying forms of proxy relating to each class of Common Stock, together
with the Company's Annual Report to Shareholders for the fiscal year ended April
30, 1995 ("fiscal 1995"), are being first sent or given to shareholders on
August 10, 1995.
Since many of our shareholders are unable to attend the Annual Meeting, the
Board of Directors solicits proxies so that each shareholder has the opportunity
to vote on the proposals to be considered at the Annual Meeting. When a proxy
card is returned properly signed and dated, the shares represented thereby will
be voted in accordance with the instructions on the proxy card. Shareholders are
urged to mark the boxes on the proxy card to indicate how their shares are to be
voted. If no choices are specified, the shares represented by that proxy card
will be voted as recommended by the Board of Directors. However, if a
shareholder does not return a signed proxy card, his or her shares will not be
voted by the proxies. The proxy card, if properly executed and returned, also
confers discretionary authority on the proxies to vote the shares represented by
the proxy on any other matter that is properly presented for action at the
Annual Meeting. Any shareholder giving a proxy has the right to revoke it at any
time before it is exercised by giving notice in writing to the Secretary of the
Company, by delivering a duly executed proxy bearing a later date to the
Secretary prior to the Annual Meeting of Shareholders, or by attending the
Annual Meeting and voting in person. attendance at the annual meeting will not
in and of itself constitute revocation of a proxy.
The executive offices of the Company are at 605 Third Avenue, New York, New
York 10158.
I. VOTING SECURITIES -- RECORD DATE -- PRINCIPAL HOLDERS
Only shareholders of record at the close of business on August 3, 1995 are
entitled to vote at the Annual Meeting of Shareholders on the matters that may
come before the Annual Meeting.
At the close of business on August 3, 1995, there were 6,398,568 shares of
Class A Common Stock, par value $1.00 per share (the "Class A Stock"), and
1,645,350 shares of Class B Common Stock, par value $1.00 per share (the "Class
B Stock"), issued and outstanding and entitled to vote, except for 7,093 shares
of Class A Stock which are restricted shares and may not be voted until
restrictions lapse (see Summary Compensation Table on page 13). In addition,
there were 1,703,958 shares of Class A Stock and 435,512 shares of Class B Stock
held as treasury shares which are neither voted nor counted as outstanding.
There were no shares of Preferred Stock issued and outstanding at the close of
business on August 3, 1995.
The holders of Class A Stock, voting as a class, are entitled to elect five
(5) directors, and the holders of Class B Stock, voting as a class, are entitled
to elect nine (9) directors. Each outstanding share of Class A and Class B Stock
is entitled to one vote for each Class A or Class B director, respectively. The
presence in person or by proxy of a majority of the outstanding shares of Class
A or Class B Stock entitled to vote for directors designated as Class A or Class
B directors, as the case may be, will constitute a quorum for the purpose of
voting to elect that class of directors. The holders of the Class A and Class B
Stock vote together as a single class on all other business that properly comes
before the Annual Meeting, with each outstanding share of Class A Stock entitled
to one-tenth (1/10) of one vote and each outstanding share of Class B Stock
entitled to one vote upon such other business as may come before the Annual
Meeting.
1
<PAGE>
The following table and footnotes set forth, at the close of business on
August 3, 1995, information concerning each person owning of record, or known to
the Company to own beneficially, or who might be deemed to own, 5% or more of
its outstanding shares of Class A or Class B Stock. The table below was prepared
from the records of the Company and from information furnished to it.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Class of Common Stock Percent of
Name and Address Stock Owned Beneficially Class
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Peter Booth Wiley B 530,078 32.22%
W. Bradford Wiley,
Bradford Wiley II and
Deborah E. Wiley as Trustees
under the Will of Edward P. Hamilton
605 Third Avenue
New York, New York(1)
W. Bradford Wiley A 13,710 0.21%
and Deborah E. Wiley as B 106,420 6.47%
Trustees under the
Elizabeth W. Hamilton Trust
605 Third Avenue
New York, New York(2)
W. Bradford Wiley A 326,614 5.11%
605 Third Avenue B 242,874 14.76%
New York, New York(3)(4)(5)(6)(7)(8)
Deborah E. Wiley A 63,840 1.00%
1125 Park Avenue B 73,284 4.45%
New York, New York(4)(5)(8)(9)
Peter Booth Wiley A 57,152 0.90%
250 Mullen Avenue B 36,524 2.22%
San Francisco, California(6)
Bradford Wiley II A 54,854 0.86%
60 Sutton Place South B 36,690 2.23%
New York, New York(7)
The Bass Management Trust A 702,966 11.00%
and Certain Other Persons B 200 _
and Entities
201 Main Street
Fort Worth, Texas(10)
Theodore L. Cross and Certain A 301,338 4.71%
Other Persons and Entities B 156,494 9.51%
200 West 57th Street
New York, New York(11)
--------------------------------------------------------------------------------
<FN>
(1) These shares are not included in the listings of shares separately owned by
Peter Booth Wiley, W. Bradford Wiley, Bradford Wiley II or Deborah E.
Wiley.
(2) These shares are not included in the listings of shares separately owned by
W. Bradford Wiley or Deborah E. Wiley.
(3) Included in W. Bradford Wiley's totals are 100,640 shares of Class A Stock
and 67,094 shares of Class B Stock held by a trust for the benefit of W.
Bradford Wiley, of which Mr. Wiley and Morgan Guaranty Trust Company of New
York are co-trustees.
(4) W. Bradford Wiley and Deborah E. Wiley, as co-trustees, share voting and/or
investment power with respect to 54,690 shares of Class B Stock under the
Edward P. Hamilton Trust. For purposes of this table, each is shown as the
owner of one-half of such shares.
(5) W. Bradford Wiley and Deborah E. Wiley, as co-trustees, share voting and/or
investment power with respect to 109,392 shares of Class A Stock and 72,928
shares of Class B Stock under a trust for the benefit of Bradford Wiley II.
For purposes of this table, each is shown as the owner of one-half of such
shares.
2
<PAGE>
(6) W. Bradford Wiley and Peter Booth Wiley, as co-trustees, share voting
and/or investment power with respect to 109,392 shares of Class A Stock and
72,928 shares of Class B Stock under a trust for the benefit of Deborah E.
Wiley. For purposes of this table, each is shown as the owner of one-half
of such shares.
(7) W. Bradford Wiley and Bradford Wiley II, as co-trustees, share voting
and/or investment power with respect to 109,392 shares of Class A Stock and
72,928 shares of Class B Stock under a trust for the benefit of Peter Booth
Wiley. For purposes of this table, each is shown as the owner of one-half
of such shares.
(8) W. Bradford Wiley and Deborah E. Wiley, as co-trustees, share voting and/or
investment power with respect to 6,884 shares of Class A Stock and 4,590
shares of Class B Stock under the Trust of Esther B. Wiley. For purposes of
this table, each is shown as the owner of one-half of such shares.
(9) Includes 226 shares of Class A Stock which Deborah E. Wiley has the option
to purchase under an option granted under the Company's 1987 Incentive
Stock Option and Performance Stock Plan.
(10) On the basis of filings with the Securities and Exchange Commission
pursuant to Rule 13-D of the Securities Exchange Act of 1934, includes The
Bass Management Trust, Perry R. Bass, Nancy L. Bass, Lee M. Bass, and
certain other persons.
(11) On the basis of filings with the Securities and Exchange Commission
pursuant to Rule 13-D of the Securities Exchange Act of 1934, includes
Theodore L. Cross, Mary S. Cross, Amanda B. Cross, Lisa W. Pownall-Gray,
and the Louisville Charitable Remainder Unit Trust.
</TABLE>
In addition, on the basis of filings with the Securities and Exchange
Commission, including filings pursuant to Rule 13f-1 of the Securities Exchange
Act of 1934, and other information deemed reliable by the Company, the
following table sets forth information concerning other beneficial owners of 5%
or more of the Company's Class A Stock. All information set forth is as of
August 3, 1995.
<TABLE><CAPTION>
-------------------------------------------------------------------------------
Total Shares
Beneficially Percent of
Name and Address Owned Class A
-------------------------------------------------------------------------------
<S> <C> <C>
GeoCapital Corporation 694,300 10.86%
New York, NY
Investment Manager
United States Trust Company of 654,875 10.25%
New York
New York, NY
Investment Manager
Pioneering Management Corporation 436,800 6.83%
Boston, MA
Investment Manager
Warburg Pincus Counsellors Inc. 423,000 6.62%
New York, NY
Investment Manager
-------------------------------------------------------------------------------
</TABLE>
II. ELECTION OF DIRECTORS
Fourteen (14) directors are to be elected to hold office until the next
Annual Meeting of Shareholders and until their successors are elected and
qualified. Unless contrary instructions are indicated or the proxy is previously
revoked, it is the intention of management to vote proxies received for the
election of the persons named below as directors. Directors of each class are
elected by a plurality of votes cast by that class. If you do not wish your
shares to be voted for particular nominees, please so indicate in the space
provided on the proxy card. The Holders of Class A Stock are entitled to elect
30% of the entire board. As a consequence, five (5) Directors will be elected by
class vote of the holders of Class A stock. The Holders of Class B Stock are
entitled to elect nine (9) Directors.
3
<PAGE>
All the nominees are currently directors of the Company. All were elected
to their present terms of office at the Annual Meeting of Shareholders held in
September 1994. Except as otherwise indicated, all of the nominees have been
engaged in their present principal occupations or in executive capacities with
the same employers for more than the past five years. Nils A. Kindwall, a
director since 1974, is retiring in accordance with the Company's By-Laws, which
provide for mandatory retirement at age 70 except in special circumstances. John
J. Cullinane, a director since 1994, resigned effective June 2, 1995 citing the
pressure of other business commitments.
The persons named on the proxy cards (Bradford Wiley II, Charles R. Ellis
and Josephine A. Bacchi) have agreed to represent shareholders submitting
properly executed proxy cards and to vote for the election of the nominees
listed herein, unless otherwise directed by the authority granted or withheld on
the proxy cards. Although the Board of Directors has no reason to believe that
any of the persons named below as nominees will be unable or decline to serve,
if any such person is unable or declines to serve, the persons named in the
accompanying proxy card may vote for another person at their discretion.
4
<PAGE>
Directors to be Elected by Class A Shareholders
----------------------------------------------------------------
[DESCRIPTION]Photo of Franklin E. Agnew
Franklin E. Agnew, a director since 1989, has been a Business
Consultant since 1986. He was previously Trustee (in Bankruptcy),
Sharon Steel from 1989 to 1990. He is a Director of Bausch &
Lomb, Inc., and a Director of Prudential Insurance Company. Age
61.
[DESCRIPTION]Photo of Larry Franklin
Larry Franklin, a director since 1994, is President, Chief
Executive Officer and Director of Harte-Hanks Communications,
Inc. He is a Member of the Board of Governors of Newspaper
Association of America; a Director of San Antonio Economic
Development Foundation; a Director of United Way of San Antonio
and Bexar County; and a Director of Texas Research League. Age
53.
[DESCRIPTION]Photo of John S. Herrington
John S. Herrington, a director since 1994, is a
Businessman/Attorney. He was Chairman of the Board of Harcourt
Brace Jovanovich (a publishing company) from 1989 to 1991; former
U.S. Secretary of Energy from 1985 to 1989; and is a Director of
Mesa Petroleum Company. Age 55.
[DESCRIPTION]Photo of Chester O. Macey
Chester O. Macey, a director since 1994, is Executive Vice
President and General Manager, Steering, Suspension & Engine
Group, TRW Inc. He is past Chairman of the Canadian Automotive
Parts Manufacturers Association; a Director of Motor and
Equipment Manufacturers Association/Japan Automobile
Manufacturers Association; and a Member of Society of Automotive
Engineers. Age 57.
[DESCRIPTION]Photo of Thomas M. Taylor
Thomas M. Taylor, a director since 1994, has been President of
Thomas M. Taylor & Co. (an investment entity affiliated with the
Bass Management Trust) since 1985. He is Chairman of the Board of
La Quinta Inns, Inc., and a Director of TPI Enterprises, Inc. Age
52.
5
<PAGE>
Directors to be Elected by Class B Shareholders
-----------------------------------------------------------------
[DESCRIPTION]Photo of Warren J. Baker
Warren J. Baker, a director since 1993, has been President,
California Polytechnic State University since 1979 and was a
Member of the National Science Board from 1985 to 1994. He is a
Trustee of Amigos of E.A.R.T.H. College; a Member of California
Council on Science and Technology; a Member of the California
Business-Higher Education Forum; and a Member of the
Environmental Technology Advisory Council. Age 57.
[DESCRIPTION]Photo of Charles R. Ellis
Charles R. Ellis, a director since 1990, has been President and
Chief Executive Officer of the Company since June 1990. He was
previously Executive Vice President and President of the
Company's Publishing Group since June 1989, and was previously
Senior Vice President since February 1988. He was President of
Elsevier Science Publishing from 1981 to 1988. He is President of
the Board of Trustees of Princeton University Press; a Member of
the Executive Committee of the International Publishers
Association; and was a Member of the Board of Directors of the
Association of American Publishers until March 1995. Age 60.
[DESCRIPTION]Photo of H. Allen Fernald
H. Allen Fernald, a director since 1979, is President and Chief
Executive Officer of Down East Enterprise, Inc. (magazine and
book publisher). He has been Co-Chairman and Treasurer of Global
Information, Inc. (magazine publisher) since April 1987, and is a
Director of Maine Community Foundation; Chairman of the
University of Maine Development Council; a Director of United
Publishing, Inc.; and a Director of the University of Maine
Press. Age 63.
[DESCRIPTION]Photo of Gary J. Fernandes
Gary J. Fernandes, a director since 1989, has been Senior Vice
President and Director, Electronic Data Systems since 1981. He is
a Director of Westcott Communications; a Director of Southland
Corporation; a Member of the East Texas State University
Foundation Board; a Director of Amtech Corporation; and a Member
of the Board of Governors of Boys & Girls Clubs of America. Age
52.
[DESCRIPTION]Photo of William R. Sutherland
William R. Sutherland, a director since 1987, is Vice President,
Sun Microsystems, Inc. and has been the Director of Sun
Microsystems Laboratories since July 1993. He was previously
Deputy Director since March 1991, and was Vice President and
Treasurer, Sutherland Sproull & Associates, Inc. (information and
technology consulting firm). He is a partner in Advanced
Technology Ventures II, a venture capital firm, and a former
Director of Newmarket Venture Capital, PLC. Age 59.
6
<PAGE>
Directors to be Elected by Class B Shareholders
-----------------------------------------------------------------
[DESCRIPTION]Photo of Leo J. Thomas
Leo J. Thomas, a director since 1988, has been Executive Vice
President of Eastman Kodak Company since 1994 and a Director of
Eastman Kodak Company since May 1992. He was previously Group
Vice President and General Manager of Health Group from September
1989 to September 1991, and Group Vice President, President of
Imaging from September 1991 to August 1994. He is a Director of
Frontier Corporation. Age 58.
[DESCRIPTION]Photo of Bradford Wiley II
Bradford Wiley II, a director since 1979, has been Chairman of
the Board since January 1993, and Editor in the College Division
since April 1989. He was previously a newspaper journalist,
viticulturist and winery manager. Age 54.
[DESCRIPTION]Photo of Deborah E. Wiley
Deborah E. Wiley, a director since 1979, has been Vice President
since July 1994, and Director of Corporate Communications. She
was previously Vice Chairman of the Board from 1986 to 1994. She
is a Trustee of Caedmon School; a Trustee of Aloha Foundation; a
Trustee Emerita of Colgate University; a Trustee of Pine Manor
College; and a Member of Free Expression Project, Human Rights
Watch. Age 49.
[DESCRIPTION]Photo of Peter Booth Wiley
Peter Booth Wiley, a director since 1984, is an author,
journalist and owner of Points West (newspaper articles). He is a
Member of the Board of San Francisco Bay Area Book Council; and a
Member of the Board of Synergy School. Age 52.
7
<PAGE>
BENEFICIAL OWNERSHIP OF MANAGEMENT
Set forth below are the shares of the Company's Class A and Class B Stock
beneficially owned by the directors, and also executive officers named in the
Summary Compensation Table on page 13 as of August 3, 1995.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Shares of
Class A and Additional
Class B Stock Shares Percent
Beneficially Beneficially of
Owned(1) Owned(2) Totals Class(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Franklin E. Agnew A 7,947 A 7,947 0.12%
B _ B _ _
Warren J. Baker A 372 A 372 _
B _ B _ _
Charles R. Ellis(3)(4) A 52,215 A 38,206 A 90,421 1.41%
B _ B _ B _ _
H. Allen Fernald A 3,406 A 3,406 _
B 680 B 680 _
Gary J. Fernandes A 2,137 A 2,137 _
B _ B _ _
Larry Franklin A 500 A 500 _
B _ B _ _
John S. Herrington A _ A _ _
B _ B _ _
Nils A. Kindwall A 15,905 A _ A 15,905 0.25%
B 600 B _ B 600 _
Stephen A. Kippur(3)(4) A 26,133 A 21,081 A 47,214 0.74%
B _ B _ B _ _
Chester O. Macey A _ A _ _
B _ B _
William J. Pesce(3)(4) A 24,892 A 9,130 A 34,022 0.53%
B _ B _ B _ _
Richard S. Rudick(3) A 14,091 A 32,579 A 46,670 0.77%
B 7,072 B _ B 7,072 0.43%
William R. Sutherland A 1,954 A 1,954 _
B _ B _ _
Thomas M. Taylor A _ A _ _
B _ B _ _
Leo J. Thomas A 5,232 A 5,232 _
B 400 B 400 _
Robert D. Wilder(3)(4) A 25,687 A 25,357 A 51,044 0.80%
B 800 B _ B 800 _
Bradford Wiley II
(5)(6)(9) A 54,854 A 54,854 0.86%
B 169,209 B 169,209 10.30%
Deborah E. Wiley
(5)(6)(7)(10) A 70,469 A 226 A 70,695 1.11%
B 259,013 B _ B 259,013 15.74%
Peter Booth Wiley
(5)(6)(8) A 57,152 A 57,152 0.90%
B 169,043 B 169,043 10.30%
--------------------------------------------------------------------------------
<FN>
(1) All directors, nominees and executive officers as a group (includes 22
persons) own 525,575 and 606,717 shares of Class A and B Stock, including
exercisable options and restricted shares awarded to certain executive
officers, (see Executive Employment Agreements, page 15). This represents
13.83% of the Common Stock of the Company and 28.64% of the voting power
represented by all such shares, excluding restricted shares which may not
be voted until vested. In the table, percent of class was calculated on the
basis of shares beneficially owned (including exercisable options),
compared with shares issued and outstanding plus shares which might be
issued pursuant to the exercise of such options. This table is based on the
information provided by the individual nominees.
8
<PAGE>
(2) Options exercisable under the Company's stock option plans which may be
acquired on or before October 2, 1995.
(3) Includes Class A shares of restricted stock subject to forfeiture awarded
under the Company's long term incentive plans (see Summary Compensation
Table, footnote (a), page 13) as follows: Mr. Ellis - 2,272 shares; Mr.
Kippur - 1,000 shares; Mr. Pesce - 651 shares; Mr. Rudick - 395 shares; and
Mr. Wilder - 746 shares.
(4) Includes restricted stock subject to forfeiture awarded under the terms of
the Executive Employment Agreements, described on page 15, as follows: Mr.
Ellis - 30,000 shares; Mr. Kippur - 20,000 shares; Mr. Pesce - 20,000
shares; and Mr. Wilder - 20,000 shares.
(5) The totals shown for Bradford Wiley II, Deborah E. Wiley and Peter Booth
Wiley do not include any shares in the table on page 2 as separately owned
by their father, W. Bradford Wiley (namely 326,614 Class A and 242,874
Class B shares), nor do they include (i) 100,640 shares of Class A Stock
and 67,094 shares of Class B Stock held by a trust for the benefit of W.
Bradford Wiley, of which Mr. Wiley and Morgan Guaranty Trust Company of New
York are co-trustees; (ii) 44,310 shares of Class B Stock which W. Bradford
Wiley or his designees have the right to acquire in exchange for shares of
Class A Stock from certain persons upon any proposed disposition of such
Class B Stock, upon their deaths or upon termination of trust; or (iii) the
shares not allocated to any of W. Bradford Wiley's children under the
trusts referred to in footnotes (4), (5), (6), (7) or (8) below.
(6) Peter Booth Wiley, Bradford Wiley II and Deborah E. Wiley, and their
father, W. Bradford Wiley, as co-trustees, share voting and/or investment
power with respect to 530,078 shares of Class B Stock under the Will of
Edward P. Hamilton. For purposes of this table, each of W. Bradford Wiley's
children is shown as the owner of one-fourth of such shares, namely,
132,518 Class B shares.
(7) Deborah E. Wiley and her father, W. Bradford Wiley, as co-trustees, share
voting and/or investment power with respect to 54,690 shares of Class B
Stock under the Edward P. Hamilton Trust, 13,710 shares of Class A Stock
and 106,420 shares of Class B Stock under the Elizabeth W. Hamilton Trust,
and 109,392 shares of Class A Stock and 72,928 shares of Class B Stock
under a trust for the benefit of Bradford Wiley II. For purposes of this
table, Deborah E. Wiley is shown as the owner of one-half of such shares,
namely, 61,551 Class A shares and 117,019 Class B shares.
(8) Peter Booth Wiley and his father, W. Bradford Wiley, as co-trustees, share
voting and/or investment power with respect to 109,392 shares of Class A
Stock and 72,928 shares of Class B Stock under a trust for the benefit of
Deborah E. Wiley. For purposes of this table, Peter Booth Wiley is shown as
the owner of one-half of such shares, namely, 54,696 Class A shares and
36,464 Class B shares.
(9) Bradford Wiley II and his father, W. Bradford Wiley, as co-trustees, share
voting and/or investment power with respect to 109,392 shares of Class A
Stock and 72,928 shares of Class B Stock under a trust for the benefit of
Peter Booth Wiley. For purposes of this table, Bradford Wiley II is shown
as the owner of one-half of such shares, namely, 54,696 Class A shares and
36,464 Class B shares.
(10) Deborah E. Wiley and her father, W. Bradford Wiley, as co-trustees, share
voting and/or investment power with respect to 6,884 shares of Class A
Stock and 4,590 shares of Class B Stock under the Trust of Esther B. Wiley.
For purposes of this table, Deborah E. Wiley is shown as the owner of one-
half of these shares, namely, 3,442 Class A shares and 2,295 Class B
shares.
</TABLE>
CERTAIN INFORMATION CONCERNING THE BOARD
The Board of Directors is currently composed of 15 members. Deborah E.
Wiley, Peter Booth Wiley and Bradford Wiley II are the children of W. Bradford
Wiley (see table on page 2).
The Board met six times during fiscal 1995, and Board committees met a
total of 23 times during fiscal 1995. No director attended fewer than 75% of the
aggregate number of meetings of the Board and of the committees on which such
director sat.
The Board of Directors has appointed the following standing committees:
Executive and Policy Committee. The Executive and Policy Committee consists of
Mr. Kindwall as Chairman, Messrs. Agnew, Fernandes, Taylor and Thomas. Its
functions include reviewing corporate objectives and the strategies and policies
developed by senior management to attain those objectives; assisting management
in developing and refining such objectives, strategies, and policies; monitoring
the implementation of strategies and policies; evaluating the Chief Executive
9
<PAGE>
Officer's performance in connection therewith; and reporting to the Board of
Directors its recommendations and observations with respect to the foregoing. It
also exercises the powers of the Board as appropriate in cases where immediate
action is required, except as limited by law. The committee met seven times
during fiscal 1995.
Audit Committee. The Audit Committee consists of Mr. Agnew as Chairman, Messrs.
Baker and Fernald. It assists the Board of Directors in fulfilling its fiduciary
responsibilities with respect to the accounting policies, internal controls and
reporting practices of the Company and its subsidiaries and the sufficiency of
auditing relative thereto; recommends to the Board the firm of independent
public accountants which is to be engaged to audit the books and records of the
Company; reviews with management and the outside auditors the Company's
financial statements and the auditors' report thereon; and reviews the scope of
the audit examination and fees for audit and non-audit services. The committee
met twice during fiscal 1995.
Executive Compensation and Development Committee. The Executive Compensation and
Development Committee consists of Mr. Fernandes as Chairman, Messrs. Agnew,
Macey and Sutherland. It administers the executive compensation program;
monitors executive development practices; oversees compliance with governmental
regulations and accounting standards with respect to employee compensation and
benefit programs; reviews the principles and policies for compensation and
benefit programs company-wide, and monitors the implementation and
administration of such programs; and grants options and makes awards under the
Company's 1991 Key Employee Stock Plan. The Committee reports to the Board of
Directors its recommendations and observations with respect to the foregoing.
The committee met three times during fiscal 1995.
Finance Committee. The Finance Committee consists of Mr. Kindwall as Chairman,
Ms. Wiley, Messrs. Baker and Franklin. It reviews operating and capital
spending plans; reviews proposed acquisitions, investments, and divestitures
within designated limits; maintains financial oversight of the Company's
employees' retirement and other benefit plans, and makes recommendations to the
Board with respect to such matters, and with respect to dividends on the
Company's capital stock. The committee met six times during fiscal 1995.
Committee on Directors. The Committee on Directors consists of Mr. P. Wiley as
Chairman, Messrs. Fernald, Herrington and Sutherland. It makes recommendations
to the Board regarding the size and composition of the Board; identifies
appropriate general qualifications and criteria for directorships as well as
qualified candidates for election to the Board; assists the Chairman of the
Board in proposing committee assignments; assists the Board in evaluating,
maintaining and improving its own effectiveness; and evaluates director
compensation and benefits and recommends adjustments as appropriate. The
committee met five times during fiscal 1995.
The By-Laws provide that if a shareholder intends to nominate a candidate
for election as a director (or bring other business before an annual meeting),
the shareholder must deliver written notice of his or her intention to the
Secretary of the Company. The notice must be delivered personally to, or mailed
and received by, the Secretary not less than 120 calendar days in advance of the
date in the then current year corresponding to the date the Corporation's proxy
statement was released to the shareholders in connection with the previous
year's annual meeting, provided, however, that if the date of the annual meeting
has been changed by more than 30 days, the notice must be received a reasonable
time before such new date. The notice must set forth the information that would
be required in a proxy statement soliciting proxies for the election of the
nominee and must include the consent of the nominee to serve as a director of
the Company if elected.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive an annual retainer
of $12,000 and committee chairmen receive an additional annual retainer of
$2,000. Non-employee directors receive $1,000 per meeting for attendance at each
Board or committee meeting. Directors also receive $1,000 per diem for special
assignments performed at the request of the Company. Directors who are employees
do not receive an annual retainer or a fee for attendance at Board or committee
meetings.
Pursuant to the Company's 1990 Director Stock Plan (the "Plan"), non-
employee directors receive an automatic annual award of shares of Class A Stock
10
<PAGE>
equal in value to 50 percent of the total cash compensation, excluding expense
reimbursement received by such directors. The shares are valued at their closing
price on the date of the annual shareholders meeting or, if no shares were
traded on such date, on the next preceding date on which the shares were so
traded, and are issued as soon as practicable thereafter based on compensation
received for services rendered since the last annual meeting. The total number
of shares awarded in fiscal 1995 was 4,331 Class A shares at the market value of
$42.25.
If the shareholders approve the proposal to amend the 1990 Director Stock
Plan, described in Part IV below, in addition to receiving the automatic annual
award described above, each director who is not an employee of the Company may
elect to receive all or a portion of his or her cash compensation in the form of
Class A Common Stock.
The Company has a Deferred Compensation Plan for Directors' Fees ("Deferred
Plan"), in which directors who are not employees of the Company, or are not
otherwise eligible to receive director fees, are eligible to participate. The
purpose of the Deferred Plan is to provide eligible directors with flexibility
in their tax planning. Under the Deferred Plan, an eligible director may elect
on or before December 31 of any year to defer receipt of all fees or
compensation received as a member of the Board of Directors for services
rendered during the calendar year following such election and succeeding
calendar years, including fees paid for attendance at meetings of the Board of
Directors or its committees, but not including any stock awarded under the 1990
Director Stock Plan or any other stock plan which may hereafter be adopted. Such
deferred compensation, together with interest credited thereon at the rate
publicly announced by Morgan Guaranty Trust Company of New York as its base or
prime rate, becomes payable on the fifteenth day of January first occurring
after the end of the calendar year in which such director ceases to be a
director of the Company (or, if earlier, the year in which he or she has elected
to be paid at the time of election). Two directors currently participate in this
plan.
OTHER TRANSACTIONS
Effective May 11, 1995, the Company entered into an agreement with EDS
Management Consulting Services, the consulting division of Electronic Data
Systems ("EDS"), to provide professional services in connection with a
productivity review of certain of the Company's operations, at an estimated cost
of $225,000. Gary J. Fernandes, a director of the Company, is a Senior Vice
President and Director of EDS.During fiscal 1995, $83,333 was paid to W.
Bradford Wiley under the terms of a consulting agreement which expired on
December 31, 1994.
REPORT OF THE EXECUTIVE COMPENSATION AND DEVELOPMENT
COMMITTEE OF THE BOARD OF DIRECTORS
Executive Compensation Policies. The Company's executive compensation program
is administered by the Executive Compensation and Development Committee of the
Board of Directors (the "Committee") composed of four independent directors.
The objectives which guide the Committee in formulating its recommendations are
to:
* Attract and retain executives of the highest caliber by compensating them
at levels which are competitive in the market place.
* Motivate and reward such executives based on corporate, business unit and
individual performance through compensation systems and policies which
include variable incentives.
* Align executives' and shareholders' interests through awards of equity
components dependent upon the performance of the Company and the
operating divisions, as well as the individual performance of each
executive.
Annually the Committee reviews a compensation survey as a guidepost to
determine whether the Company's compensation levels and program are competitive
and meet the Committee's stated objectives. The survey is compiled by Hay
Management Consultants and includes those publishing companies listed in the
peer group in the graph on page 15, regarded as comparable and for which
comparable data is available, as well as other companies more comparable in size
to the Company. The Committee recommends to the Board for its ultimate
determination the total targeted compensation and the proportion of the various
components of the compensation program salary, and targeted annual and long term
incentives, based upon each executive's role in the Company and level of
responsibilities.
It is the Committee's policy to maximize the effectiveness, as well as the
tax efficiency, of the Company's executive compensation programs. With regard to
11
<PAGE>
future executive compensation actions, the Committee's policy is to maintain
flexibility to take actions which it deems to be in the best interests of the
Company and its shareholders, but which may not qualify for tax deductibility
under Section 162(m) or other Sections of the Internal Revenue Code.
Annual Executive Compensation. Annual executive compensation is comprised of
base salary and, if earned, a variable cash incentive. The annual incentive is
based on the achievement of quantitative financial performance goals, as well as
individual non-quantitative objectives, which are respectively weighted 85% and
15%. Targeted annual incentives range from 70% of salary for Mr. Ellis and from
40% to 50% for other executives. At the beginning of each fiscal year, the
Committee recommends to the Board for approval the base salaries, the targeted
incentives, and the financial performance measures and goals on which incentives
may be earned, including the threshold or minimum level of performance below
which no incentives will be paid, as well as outstanding levels of performance.
Divisional performance measures and targets are also set for certain operating
executives with divisional as well as corporate responsibilities.
At the end of the fiscal year, the Committee evaluates performance against
the financial goals and individual objectives, and submits to the full Board for
approval a recommended annual payout, if any, for each executive. No incentive
is payable, regardless of whether individual objectives are met or exceeded,
unless aggregate performance against the financial measures equals or exceeds
threshold. Payouts, if any, can range from 50% to 150% of the targeted incentive
depending upon the level of the achievement of financial goals and individual
objectives between threshold and outstanding levels of performance. In fiscal
1995 on a weighted average basis, performance against financial goals was
between target and outstanding.
Long Term Executive Compensation. The long term component of compensation is
comprised of (i) a targeted variable incentive payable in cash and/or restricted
stock, and (ii) stock option grants of Class A Stock. At the beginning of each
year a new three fiscal-year cycle begins. The Committee reviews and submits to
the full Board for approval its recommendations for participants in the long
term plan the number of stock options to be granted, the targeted incentive, and
the financial performance measures and goals, and threshold and outstanding
levels of performance that must be achieved by the Company and, where relevant,
the division for which the participant is responsible.
At the end of the three fiscal-year plan cycle, the Committee evaluates
performance against the goals and recommends to the full Board for approval the
appropriate payout for each executive and the portion to be paid in cash and/or
restricted stock. No long term incentive is payable if aggregate performance is
less than threshold. Payouts to individual executives can range from 50% to 150%
of the targeted incentive depending upon the level of aggregate achievement
between the threshold and outstanding levels of financial performance.
Option grants are generally awarded on an annual basis, have terms of ten
years and generally vest as to 50% in the fourth year and 50% in the fifth year
from the date of grant. All employees' stock options have exercise prices which
are equal to the current market price of Class A Stock as of the grant date. The
ultimate value of the stock option grants is aligned with increases in
shareholder value and is dependent upon increases in the market price per share
over and above the grant price. In fiscal 1995 all executives, including Mr.
Ellis, received approximately 25% of their long term incentive in stock option
awards. The Committee does not consider the amount and terms of prior option
grants in connection with the annual awards.
Chief Executive Officer Compensation. Based on the Executive and Policy
Committee's performance evaluation review of Mr. Ellis and the achievement of
the financial performance measures, the Executive Compensation and Development
Committee recommended and the Board approved a base salary change of 15.6% (from
$320,000 to $370,000) and an annual incentive award of $300,518, representing
45% of the total annual compensation component of Mr. Ellis' compensation,
exclusive of the long term incentive payout, which were based on aggregate
achievement above targeted goals of the Company's financial performance measures
including revenue, income, cash flow, return on investment and return on equity.
The Company registered a 13% growth in revenues and a 51% increase in its
net income compared with the prior year. In addition, cash flow and return on
investment and equity targets were exceeded. Individual objectives accomplished
12
<PAGE>
during the year included substantially extending the application of new
publishing technologies to the development of new electronic products;
expanding staff training programs in the area of new publishing technologies;
completion of five acquisitions in the Company's core businesses; and further
strengthening of the Company's global performance and presence, especially in
Asia and Europe.
Mr. Ellis also received a long term compensation payout of $223,586, of
which $149,132 was paid in cash and the remainder in 1,330 shares of restricted
stock with the restrictions lapsing as to 50% at the end of fiscal 1996 and
1997, respectively. This payout was based on the aggregate achievement of the
Company's cumulative financial performance measures for income, cash flow,
return on investment, and return on equity for the three years ended April 30,
1995.
During fiscal 1995, Mr. Ellis, as part of his long term compensation plan,
received a grant of options to purchase 7,500 shares of Class A Stock,
exercisable as to 3,750 shares on and after each April 30, 1998 and 1999,
respectively, at an option price of $41.375 per share, the market price at date
of grant.
Also in fiscal 1995, Mr. Ellis received (i) a restricted stock grant of
15,000 Class A shares issued under an employment agreement between the Company
and Mr. Ellis (see Executive Employment Agreements, page 15), vesting as to
5,000 shares each on June 23, 1997, 1998 and 1999, and (ii) a non-qualified
stock option grant of 20,000 Class A shares, exercisable as to 4,000 shares each
on April 1, 1996, 1997, 1998, 1999 and 2000, at an option price of $52.50 per
share, the market price on the date of grant. This restricted stock grant and
option were in addition to regular annual compensation in order to assure the
continued availability of Mr. Ellis' services.
In approving the compensation reflected in the tables on pages 13 to 15,
the Committee considered Mr. Ellis' performance in leading the Company's
investment in and enhancing its core businesses, and the shareholder value
created during the past three years of his tenure.
Executive Compensation and Development Committee
Gary J. Fernandes, Chairman Franklin E. Agnew
Chester O. Macey William R. Sutherland
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Long Term Compensation
------------------------
Annual Compensation Awards Payouts
-------------------- ------------------ --------
Other
Name and Annual Restricted Securities All Other
Principal Compen- Stock Underlying LTIP Compen-
Position Year Salary Bonus sation Awards(a) Option/SARs Payouts(b) sation(c)
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles R. Ellis 1995 $362,314 $300,518 $0 $702,579 27,500 $149,132 $5,019
President,
Chief Executive 1994 318,468 237,152 0 81,140 7,072 162,524 8,812
Officer and
Director 1993 309,616 208,875 0 161,411 8,280 216,532 7,055
Stephen A. Kippur 1995 239,539 146,574 0 452,099 3,500 66,797 4,712
Senior Vice
President,
Professional,
Reference and
Trade Group
William J. Pesce 1995 229,692 80,347 0 441,093 3,500 44,754 4,620
Senior Vice
President, 1994 212,231 123,787 0 21,700 2,358 43,464 6,367
Educational Group 1993 180,730 100,991 0 34,237 2,584 42,175 5,599
Robert D. Wilder 1995 210,154 106,400 0 445,176 3,300 52,931 4,625
Senior Vice
President and 1994 196,615 97,613 0 23,604 2,476 47,280 5,206
Chief Financial
Officer 1993 176,634 79,922 0 43,376 2,938 53,377 5,280
Richard S. Rudick 1995 159,154 70,899 0 15,074 1,800 30,194 4,557
Senior Vice
President 1994 153,808 64,359 0 10,885 1,330 21,802 4,614
and General
Counsel 1993 149,726 54,338 0 18,124 1,676 32,885 4,587
----------------------------------------------------------------------------------------------
</TABLE>
The above table sets forth, for the fiscal years indicated, the compensation of
the Chief Executive Officer and the four other most highly compensated
executive officers of the Company.
(a) When awards of restricted stock are made pursuant to the Company's long
term incentive plans, the Committee may establish a period during which the
Class A shares of restricted stock shall be subject to forfeiture in whole
or in part if specified objectives or considerations are not met.
13
<PAGE>
Restricted stock awards were made for achievement of financial performance
objectives for the respective three-year periods ended April 30, 1995,
April 30, 1994 and April 30, 1993. Restrictions lapse as to 50% at the end
of the first and second fiscal year, respectively, after the fiscal year in
which awarded. Restricted stock awarded under the Company's long term
incentive plans is non-voting and not eligible for dividends until
restrictions lapse. Restricted stock awards reflect the market value as of
the fiscal year-end indicated. In addition to the aforementioned stock
awards, this amount includes the value at date of issuance of restricted
stock, which have voting rights and are eligible to receive dividends,
issued pursuant to certain Employment Agreements (see page 15) as follows:
Mr. Ellis-15,000 shares valued at $628,125; Mr. Kippur-10,000 shares valued
at $418,750; Mr. Pesce-10,000 shares valued at $418,750; and Mr.
Wilder-10,000 shares valued at $418,750. Aggregate restricted stock
holdings as of April 30, 1995 were as follows: Mr. Ellis-17,272 shares
valued at $967,232; Mr. Kippur-11,000 shares valued at $616,000; Mr.
Pesce-10,651 shares valued at $596,456; Mr. Wilder-10,746 shares valued at
$601,776; Mr. Rudick-395 shares valued at $22,120.
(b) Under the Company's long term incentive plans, cash awards were made for
the achievement of financial performance objectives for the respective
three year periods ended April 30, 1995, 1994 and 1993, as described in the
report of the Executive Compensation and Development Committee under the
heading Long Term Executive Compensation on page 12.
(c) Represents matching Company contributions to the Employee Savings Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Individual Grants (a)
----------------------------------------------------------
Potential
Realizable Value
% of Total at Assumed Annual
Number of Options/SARs Rates of Stock
Securities Granted to Price Appreciation
Underlying Employees Exercise for Option Term
Options/SARs In Fiscal or Base Expiration ----------------
Name Granted (b) Year Price Date (c) 5% 10%
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles R. Ellis 7,500 5.2% $41.375 June 15, 2004 $195,154 $ 494,558
20,000 14.0% 52.500 March 14, 2005 660,339 1,673,430
Stephen A. Kippur 3,500 2.4% 41.375 June 15, 2004 91,072 230,794
William J. Pesce 3,500 2.4% 41.375 June 15, 2004 91,072 230,794
Robert D. Wilder 3,300 2.3% 41.375 June 15, 2004 85,868 217,606
Richard S. Rudick 1,800 1.3% 41.375 June 15, 2004 46,837 118,694
--------------------------------------------------------------------------------
</TABLE>
The above table shows potential realizable value at assumed annual stock
appreciation rates of 5% and 10% over the ten year term of the options. The
rates of appreciation are as required to be stated by the Securities and
Exchange Commission and are not intended to forecast possible future actual
appreciation, if any, in the Company's stock price. Future gains, if any, will
depend on actual future appreciation in the market price.
(a) The Company has in effect three shareholder approved plans, each of which
relates to Class A Stock: the 1982 Incentive Stock Option and Performance
Stock Plan, the 1987 Incentive Stock Option and Performance Stock Plan, and
the 1991 Key Employee Stock Plan. The exercise price of all stock options
is determined by the Committee and may not be less than 100 percent of the
fair market value of the stock on the date of grant of the options. The
Committee also determines at the time of grant the period and conditions
for vesting of stock options. In the event of a change of control, as
defined on page 18, all outstanding options shall become immediately
exercisable up to the full number of shares covered by the option. No
option grants have SARs associated with the grants, and no SARs were
granted during fiscal 1995.
(b) Options are subject to earlier termination in certain events relating to
termination of employment.
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares Fiscal Year-End Fiscal Year-End(b)
Acquired Value ---------------- ---------------
on Real- Exer- Unexer- Exer- Unexer-
Name Exercise ized (a) cisable cisable cisable cisable
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles R. Ellis 0 $ 0 38,206 47,168 $1,514,333 $876,790
Stephen A. Kippur 5,000 179,250 21,081 11,339 772,578 329,833
William J. Pesce 0 0 9,130 9,572 335,740 265,401
Robert D. Wilder 6,000 226,125 25,357 9,969 905,566 284,027
Richard S. Rudick 0 0 32,579 5,390 1,171,002 153,098
--------------------------------------------------------------------------------
</TABLE>
The above table provides information as to options exercised by each of the
named executive officers during fiscal 1995 and the value of the remaining
options held by each executive officer at year end, measured using the closing
price of $56.00 for the Company's Class A Stock on April 30, 1995.
(a) Market value of underlying shares at exercise minus the option price.
(b) Market value of underlying shares at fiscal year-end minus the option
price. These values are presented pursuant to Securities and Exchange
Commission rules. The actual amount, if any, realized upon exercise will
depend upon the market price of the Class A Stock relative to the exercise
price per share of the stock options at the time of exercise.
14
<PAGE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Number of Estimated Future Payouts
Shares, Payouts under Non-Stock
Units or Performance or Priced-Based Plans (a)(b)
Other Other Periods Until -----------------------------------
Name Rights Maturation or Payout Threshold Target Maximum
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles R. Ellis 0 May 1, 1994 to April 30, 1997 $120,375 $240,750 $361,125
Stephen A. Kippur 0 May 1, 1994 to April 30, 1997 43,125 86,250 129,375
William J. Pesce 0 May 1, 1994 to April 30, 1997 38,250 76,500 114,750
Robert D. Wilder 0 May 1, 1994 to April 30, 1997 34,725 69,450 104,175
Richard S. Rudick 0 May 1, 1994 to April 30, 1997 19,500 39,000 58,500
------------------------------------------------------------------------------------------
</TABLE>
Estimated future payments assuming financial performance targets are achieved
under the 1995 long term incentive compensation plan for the named executives
are as indicated above:
(a) Financial performance targets and relative weighting of each target, as
well as the threshold, target and outstanding levels of performance, are
set at the beginning of the three-year plan cycle and include cumulative
income, cumulative cash flow, return on investment, and return on equity,
as defined, for the three-year period. For the fiscal 1995 long term plan,
amounts will be earned based on the achievement of the overall weighted
targets, as follows: target-100.0%; threshold-76.6%; and
outstanding-113.7%. If the threshold level is not attained, no payout will
be made.
(b) At April 30, 1997, at the discretion of the Committee, a portion of the
incentive plan payout may be issued in cash, with the remaining portion
issued in restricted shares of Class A Stock based on the market price on
April 30, 1997, which stock would vest and become entitled to vote and to
dividends as to 50% on April 30, 1998 and the remaining 50% on April 30,
1999.
PERFORMANCE GRAPH
[DESCRIPTION]John Wiley & Sons, Inc. Class A Shares plotted against Publishing
Peer Group and Nasdaq Market Index from 1990 through 1995. Chart below reflects
the plotted points.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
---------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John Wiley & Sons, Inc.
Class A $100.00 $ 94.27 $108.66 $132.80 $242.15 $319.69
Publishing Peer Group 100.00 112.80 123.48 141.74 151.88 185.75
Nasdaq Market Index 100.00 111.17 114.03 136.25 152.93 166.98
--------------------------------------------------------------------------------
</TABLE>
The above graph provides an indicator of the cumulative total return to
shareholders of the Company's Class A Stock as compared with the cumulative
total return on the Nasdaq Market Index and a peer group index for the period
from April 30, 1990 to April 30, 1995. The peer group consists of the following
five publicly traded companies with significant publishing activities: Harcourt
General, Inc.; Houghton Mifflin Company; The McGraw Hill Cos.; Plenum
Publishing; and Waverly, Inc. Peer group returns have been weighted to reflect
relative stock market capitalization of each company at the beginning of each
year. Cumulative total return assumes $100 invested on April 30, 1990 and
reinvestment of dividends throughout the period.
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENTS
In July 1994, the Company entered into employment agreements with Charles R.
Ellis, President and Chief Executive Officer, and three senior vice presidents,
Messrs. Kippur, Pesce, and Wilder (collectively the "Executives"). The
contracts provide for base salaries, unless increased by the Board, as follows:
Mr. Ellis--$370,000; Mr. Kippur--$240,000; Mr. Pesce--$232,000; Mr. Wilder--
$212,000;
15
<PAGE>
and for benefits and incentive compensation as provided for senior officers
generally, and as described in the Committee's report above. Each of the
contracts with the senior vice presidents is for an initial term expiring on
April 30, 1996, renewable for successive two-year terms in the absence of notice
by either party to the contrary. If any such contract is terminated by the
Company other than for cause, as defined, or if the Company decides not to renew
for a subsequent term, the Executive will be entitled to 24 months severance,
which includes salary, benefits, pro-rated cash incentive payments at target
levels, and long term incentives for plan cycles ending within one year after
termination. The contract with Mr. Ellis, as amended in March 1995, is for an
initial term expiring on July 20, 1998, renewable for an additional two-year
term. If it is terminated by the Company other than for cause or it is not
renewed by the Company for the additional term, severance is payable until July
20, 2000.
Except in the case of termination by the Company other than for cause, the
Executive is restricted from working for a competitor for twelve months after
termination in the case of the senior vice presidents. The restriction continues
until July 20, 2000, whether or not termination is for cause in the case of the
Chief Executive Officer. However, if any of the Executives resigns for "good
reason" within 18 months following a "change of control," both as defined in the
1989 Supplemental Executive Retirement Plan (see page 17), the restriction does
not apply.
In connection with these agreements, the above named executives received
certain restricted stock awards referred to in the preceding report of the
Executive Compensation and Development Committee and the associated tables,
which vest one-third at the end of each of the third, fourth and fifth years
after the date of grant. A second award of the same number of shares and on the
same terms was made to each of these Executives on June 15, 1995. In addition,
the Executive is required to retain ownership of the shares for an additional
two years after vesting except, in Mr. Ellis' case, upon retirement and with the
Board's approval. If the Executive is terminated by the Company other than for
cause, or the contract is not renewed by the Company, or if there is a "change
of control" as defined in the 1991 Key Employee Stock Plan (see Stock Options,
Performance Stock and Restricted Stock, page 17), all remaining unvested shares
will vest, and any remaining restrictions on transfer of the shares will lapse.
RETIREMENT PLAN
The following table shows the estimated annual retirement benefits payable at
normal retirement age to a covered participant who has attained the earnings
and years of service classifications indicated under the Company's tax-
qualified, non-contributory defined benefit retirement plan (the "Retirement
Plan") and non-qualified supplemental retirement plan (the "Supplemental
Retirement Plan"):
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Average Years of Service
Final --------------------------------------------
Compensation 10 20 30 35
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$100,000 $ 15,414 $ 30,827 $ 46,241 $ 53,948
200,000 32,114 64,227 96,341 112,398
300,000 48,814 97,627 146,441 170,848
400,000 65,514 131,027 196,541 229,298
500,000 82,214 164,427 246,641 287,748
600,000 98,914 197,827 296,741 346,198
700,000 115,614 231,227 346,841 404,648
800,000 132,314 264,627 396,941 463,098
--------------------------------------------------------------------------------
</TABLE>
Benefits shown above are computed as a single life annuity beginning at age
65 and are not subject to any deduction for offset amounts. The Retirement Plan
provides for annual normal retirement benefits equal to 1.17% of "average final
compensation," not in excess of "covered compensation," plus 1.67% of "average
final compensation" in excess of "covered compensation," times years of service
not to exceed 35.
<PAGE>
Average final compensation is the participant's average annual compensation
(taking into account 100% of the base pay plus 50% of incentive compensation and
overtime pay, but not including any other compensation included in the Summary
Compensation Table) during the highest three consecutive years ending December
31, 1993 (subject to certain limitations on compensation under the Internal
Revenue Code with respect to tax-qualified plans). The Company may, but is not
required to, update from time to time the three-year period used to determine
average final compensation.
16
<PAGE>
Covered compensation under the Retirement Plan is the average of the
taxable wage base in effect under the Social Security Act over the 35 year
period ending with the year the employee reaches his or her social security
retirement age (but excluding any increases in the taxable wage base after
1993). The Supplemental Retirement Plan provides benefits that would otherwise
be denied participants by reason of certain Internal Revenue Code limitations on
tax-qualified plan benefits. Average final compensation and covered compensation
are determined under the Supplemental Retirement Plan in the same manner as
under the Retirement Plan, except that a participant's compensation is not
subject to the limitations under the Internal Revenue Code. "Years of Service"
under the Retirement Plan and Supplemental Retirement Plan are the number of
years and months, limited to 35 years, worked for the Company and its
subsidiaries after attaining age 21.
The years of service for Messrs. Ellis, Kippur, Pesce, Wilder and Rudick
under the Retirement Plan and Supplemental Retirement Plan as of April 30, 1995
(rounded to the nearest year), are 7, 16, 6, 16, and 17, respectively. Average
final compensation for Messrs. Ellis, Kippur, Pesce, Wilder and Rudick as of
April 30, 1995 was $403,027, $247,608, $224,195, $213,904, and $176,098,
respectively.
1989 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The participants under the 1989 Supplemental Executive Retirement Plan
("SERP") are executives of the Company or its affiliates listed on a schedule
to the plan, as amended from time to time.
The basic SERP benefit (the "primary benefit") consists of ten annual
payments commencing on retirement (at or after age 65) determined by multiplying
the participant's base salary rate at retirement by 2.5, reducing the result by
$50,000 and dividing the remainder by five. The plan also provides for an
alternative early retirement benefit for participants who retire after age 55
with five years of service, a reduced payment for participants whose employment
is terminated prior to age 65 other than on account of death (and who do not
qualify for early retirement), and a survivor benefit for the beneficiaries of a
participant who dies prior to age 65 while employed by the Company or an
affiliate.
The estimated annual benefits under SERP payable over ten years upon
retirement at age 65 for Messrs. Ellis, Kippur, Pesce, Wilder and Rudick are
$465,330, $356,390, $457,261, $291,818, and $121,334, respectively.
SERP provides the participants with a guaranteed total annual retirement
benefit beginning at age 65 for ten years (taking into account retirement
benefits under the Company's Retirement Plan, referred to on page 16, the
Supplemental Retirement Plan and the primary benefit under SERP) of 50% to 65%
(depending on the executive's position with the Company) of average compensation
over the executive's highest three consecutive years. Under certain circum-
stances, if a participant works for a competitor within 24 months following
termination of employment, no further payments would be made to the participant
under SERP.
SERP also provides that following a "change of control" (defined in the
same manner as under the Company's stock option plans discussed below) and the
termination of the participant's employment without "cause" as defined, or a
termination by the participant for "good reason" as defined, the participant is
entitled to a lump sum payment of the then present value of his benefits under
SERP computed as if the participant had attained age 65 on the date of his
termination.
STOCK OPTIONS, PERFORMANCE STOCK, AND RESTRICTED STOCK
Under the 1991 Key Employee Stock Plan (the "Plan"), qualified employees
are eligible to receive awards that may include stock options, performance stock
awards and restricted stock awards as described in footnote (a) of the Summary
Compensation Table. The number of shares available for stock options or stock
awards is limited to three percent of the total number of shares of Class A
Stock of the Company outstanding as of the first day of each fiscal year during
which the Plan is in effect. No more than 1,000,000 shares may be issued over
the life of the Plan, and no stock option may be granted after December 31,
2000.
<PAGE>
Upon a "change of control," as defined, all outstanding options shall
become immediately exercisable up to the full number of shares covered by the
option. The Committee shall specify in a performance stock award whether, and to
what effect, in the event of a change of control, an employee shall be issued
17
<PAGE>
shares of common stock with regard to performance stock awards held by such
employee. Following a change of control, all shares of restricted stock which
would otherwise remain subject to restrictions shall be free of such
restrictions. A change of control is defined as having occurred if either (a)
any "person" hereafter becomes the beneficial owner, directly or indirectly, of
25% or more of the Company's then outstanding shares of Class B Stock (and such
person did not have such 25% or more beneficial ownership on January 1, 1989)
and the number of shares of Class B Stock so owned is equal to or greater than
the number of shares of Class B Stock then owned by any other person, or (b)
individuals who constitute the Board of Directors on January 1, 1989 (the
"incumbent board") cease for any reason to constitute at least 64% of the full
board, provided that any person becoming a director subsequent to such date
whose election or nomination for election by the Company's shareholders was
approved by a vote of at least 64% of the directors comprising the incumbent
board shall be considered as though such person was a member of the incumbent
board. The term "person" includes any individual, corporation, partnership,
group, or association other than the Company, an affiliate of the Company, or
any ESOP or other employee benefit plan sponsored or maintained by the Company
or any affiliate. The Class B shareholders, voting as a class, are entitled to
elect a minimum of 64% of the directors comprising the full board.
III. PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK
Subject to shareholder approval, the Board of Directors of the Company
approved an amendment to Article Third of the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation") to increase the total number
of authorized shares of capital stock of the Company from 16 million to 44
million, to increase the number of shares of Class A Stock from 10 million to 30
million, and to increase the number of authorized shares of Class B Stock from 4
million to 12 million. The Company currently is authorized by the Certificate of
Incorporation to issue 10 million shares of Class A Stock, 4 million shares of
Class B Stock and 2 million shares of Preferred Stock on such terms as the
directors may from time to time approve. If the proposed amendment to the
Certificate of Incorporation is adopted, the number of authorized shares of
Class A Stock and Class B Stock will be increased as described above, and the
authorized number of shares of Preferred Stock will be unchanged.
The Board of Directors believes it is in the best interests of the Company
and its shareholders to have the flexibility to issue more Class A Stock and
Class B Stock than the Certificate of Incorporation currently authorizes
without incurring the expense or delay incident to calling a special meeting of
the shareholders or waiting for the next annual meeting. The additional shares
to be authorized are not subject to preemptive rights. If such shares are
issued other than pro rata to all then existing shareholders, the voting and
ownership interest of existing shareholders to whom such shares are not issued
will be diluted. The Board of Directors may determine to utilize such
additional authorized shares for general corporate purposes, such as stock
dividends or splits, future financing transactions, acquisitions, employee
benefit plans, or the issuance of Class A Stock upon the conversion of Class B
Stock. The Board of Directors has not, at this time, determined to use such
shares for any specific purpose, although it has given preliminary
consideration to the use of a portion of the newly authorized shares for a
stock split.
As of August 3, 1995, the Company had issued and outstanding 6,398,568
shares of Class A Stock and 1,645,350 shares of Class B Stock. An additional
3,151,132 shares of Class A Stock have been reserved for issuance in connection
with the Company's 1987 and 1982 Incentive Stock Option and Performance Stock
Plans, the 1991 Key Employee Stock Plan and the conversion rights of the Class B
Stock.
Upon adoption of the proposed amendment, the Board of Directors would be
authorized to reserve and issue additional shares of Class A Stock or Class B
Stock at such time or times, to such persons, and for such consideration as it
may determine and without any further shareholder approval, except as otherwise
may be required by law or any stock exchange on which the Company's stock may be
listed.
<PAGE>
Unless contrary instructions are noted thereon, the proxy will be voted in
favor of the following resolution which shall be submitted at the meeting:
"Resolved, that the Amendment to Article Third of the Restated Certificate
of Incorporation to increase the number of authorized shares of Capital
Stock, as set forth in the Company's Proxy Statement dated August 10, 1995,
be, and it hereby is, approved."
18
<PAGE>
The affirmative vote of the shares representing a majority of the number of
votes accorded to all outstanding common shares of the Company (each share of
Class A Stock being accorded one-tenth of one vote and each share of Class B
Stock being accorded one vote) present in person or by proxy at the meeting and
voting on the proposal is necessary for the adoption of the proposal.
The Board of Directors recommends a vote "FOR" approval of the proposed
amendment of the Company's Certificate of Incorporation.
IV. PROPOSAL TO AMEND THE 1990 DIRECTOR STOCK PLAN
On June 22, 1995 the Board of Directors, subject to the approval of the
shareholders, adopted the 1990 Directors Stock Plan as Amended and Restated as
of June 22, 1995 (the "Restated Plan"). In addition to providing, as in the
present Plan, for the award of shares of the Company's Class A Stock to each
outside director, equal in value to 50 percent of the total cash compensation
for which he or she is eligible, excluding expense reimbursement, the Restated
Plan will permit a director to elect to receive stock in lieu of all or a
portion of his or her eligible cash compensation.
Unless contrary instructions are noted thereon, the proxy will be voted in favor
of the following resolution which shall be submitted at the meeting:
"Resolved, that the Company's 1990 Director Stock Plan as Amended and Restated
as of June 22, 1995, as set forth in Exhibit A to the Company's Proxy Statement
dated August 10, 1995, be, and it hereby is, authorized and approved."
Approval of the Restated Plan requires the affirmative vote of the shares
representing a majority of the votes accorded to all outstanding shares of the
Company (each share of Class A Stock being accorded one-tenth of one vote and
each share of Class B Stock being accorded one vote) present in person or by
proxy at the meeting and voting on the proposal.
The Board of Directors recommends that you vote "FOR" the adoption the Restated
Plan.
V. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
There will be presented to the meeting a proposal to ratify the appointment
by the Board of Directors, on the recommendation of its Audit Committee, of
Arthur Andersen LLP ("Arthur Andersen") as independent public accountants for
the Company for the fiscal year ending April 30, 1996. Although it is not
required to do so, the Board of Directors is submitting the selection of that
firm for ratification by the shareholders to ascertain their views on such
selection. Arthur Andersen has audited the Company's accounts since 1967. Arthur
Andersen has advised the Company that during such period neither that firm nor
any of its members has or has had any direct or any materially indirect
financial interest in the Company or any of its subsidiaries. A representative
of Arthur Andersen is expected to be present at the Annual Meeting with the
opportunity to make a statement if he desires to do so, and such representative
is expected to be available to respond to appropriate questions.
Unless contrary instructions are noted thereon, the proxies will be voted
in favor of the following resolution, which will be submitted at the meeting:
"Resolved, that the appointment by the Board of Directors of Arthur
Andersen LLP as independent public accountants for the Company for the
fiscal year ending April 30, 1996, be and it hereby is ratified, confirmed
and approved."
The affirmative vote of the shares representing a majority of the number of
votes accorded to all outstanding shares of the Company (each share of Class A
Stock being accorded one-tenth of one vote and each share of Class B Stock being
accorded one vote) present in person or by proxy at the meeting and voting on
the proposal is necessary for the adoption of the proposal. In the event that
the foregoing proposal is defeated, the adverse vote will be considered as a
direction to the Board of Directors to select other auditors for the following
year. However, because of the difficulty and expense of making any substitution
of auditors so long after the beginning of the current fiscal year, it is
contemplated that the appointment for the fiscal year ending April 30, 1996 will
be permitted to stand unless the Board of Directors finds other good reason for
making a change.
The Board of Directors recommends that you vote "FOR" the ratification of
the appointment of independent public accountants.
19
<PAGE>
VI. MANNER AND EXPENSES OF SOLICITATION
The Company will bear the costs of soliciting proxies. In addition to the
solicitation of proxies by use of the mails, some of the officers, directors and
other employees of the Company may also solicit proxies personally or by mail,
telephone or telegraph, but they will not receive additional compensation for
such services. Brokerage firms, custodians, banks, trustees, nominees or other
fiduciaries holding shares of Common Stock in their names will be reimbursed for
their reasonable out-of-pocket expenses in forwarding proxy material to their
principals.
VII. DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
The By-Laws provide that in order for business to be brought before the
Annual Meeting, a shareholder must deliver written notice to the Secretary of
the Company (or if notice is mailed, it must be received by the Secretary) not
less than 120 calendar days in advance of the date in the then current year
corresponding to the date the Company's Proxy Statement was released to
shareholders in connection with the previous year's annual meeting, except that
if the date of the annual meeting has been changed by more than 30 days, the
notice must be received a reasonable time before such new date. The notice must
state the shareholder's name, address and number of shares of Class A or Class B
Stock held, and fully describe the business to be brought before the meeting
and, if requested by the Company, all other information that would be required
to be filed with the Securities and Exchange Commission, if with respect to the
proposed business, the shareholder was a participant in a solicitation subject
to Section 14 of the Securities Exchange Act of 1934.
Proposals of shareholders intended to be presented at the 1996 Annual
Meeting must be received by the Secretary of the Company (at the address listed
at the beginning of this Statement) no later than April 12, 1996.
VIII. OTHER MATTERS
At the date of this Proxy Statement, the Board of Directors does not know
of any other matter to come before the meeting other than the matters set forth
in the Notice of Meeting. However, if any other matter, not now known, properly
comes before the meeting, the persons named in the enclosed proxies will vote
said proxies in accordance with their best judgment on such matter. Shares
represented by any proxy will be voted with respect to the proposal outlined
above in accordance with the choice specified therein or in favor of any
proposal as to which no choice is specified.
Financial statements of the Company and its consolidated subsidiaries are
included in the Company's 1995 Annual Report to Shareholders and are
incorporated herein by reference. The Annual Report was mailed together with
this Proxy Statement to shareholders beginning August 10, 1995.
It is important that the accompanying proxies be returned promptly.
Therefore, whether or not you plan to attend the Annual Meeting in person, you
are requested to date, sign and return your proxies in the enclosed envelope to
which no postage need be affixed if mailed in the United States. The proxies may
be revoked at any time by you before they are exercised. If you attend the
meeting in person, you may withdraw any proxy and vote your own shares.
By Order of the Board of Directors
Josephine A. Bacchi
Secretary
New York, New York
August 10, 1995
--------------------------------------------------------------------------------
The Company will provide without charge to each person being solicited
by this Proxy Statement on request of any such person a copy of its
Annual Report on Form 10-K for fiscal 1995 including the financial
statements and the schedules thereto. All such requests should be
directed to Josephine A. Bacchi, Secretary, John Wiley & Sons, Inc.,
605 Third Avenue, New York, New York 10158.
--------------------------------------------------------------------------------
20
<PAGE>
EXHIBIT A
JOHN WILEY & SONS, INC.
1990 DIRECTOR STOCK PLAN
AS AMENDED AND RESTATED AS OF JUNE 22, 1995
1. Purposes. The purposes of the 1990 Director Stock Plan as Amended and
Restated as of June 22, 1995 (the "Plan") are to (a) attract and retain highly
qualified individuals to serve as directors of John Wiley & Sons, Inc. (the
"Company") and (b) to increase the Non-Employee Directors' (as defined below)
stock ownership in the Company.
2. Effective Date. The Plan shall be amended and restated effective as of
June 22, 1995, subject to the approval of the shareholders of the Company.
3. Participation. Only Non-Employee Directors shall be eligible to
participate in the Plan. A "Non-Employee Director" is a person who is serving as
a director of the Company and who is not an employee of the Company or any
subsidiary of the Company.
4. Fifty Percent Grant The date of each Annual Meeting of Company
shareholders (each an "Annual Meeting") is herein called a "Measurement Date."
Commencing with the annual meeting held in September 1991, as soon as
practicable after every Annual Meeting, each Non-Employee Director shall receive
shares of the Company's Class A common stock ("Stock"), rounded upward or
downward to the nearest whole share, equal in value to 50 percent of the cash
compensation which such Non-Employee Director has received (or would have
received but for an election pursuant to Section 5 hereof) from the Company for
services as a Non-Employee Director in respect of the period beginning on the
day immediately following the Annual Meeting in the preceding year and ending
with the date of the just concluded Annual Meeting (the latter being the
applicable Measurement Date). The value of the Stock for purposes of this
paragraph shall be determined as of the applicable Measurement Date and shall be
equal to the closing price for the Stock as reported by any exchange on which
the Stock may be listed on such date or, if no shares of the Stock were traded
on such date, on the next preceding date on which the Stock was so traded.
5. Election to Receive Stock In Lieu Of Eligible Cash Fees. Subject to
the terms and conditions of the Plan, each Non-Employee Director may elect to
forego all or a portion of the cash compensation otherwise payable for services
to be rendered by such Non-Employee Director during the Director Year (as
defined below) which begins after the date on which such election is made, in
increments of 25%, 50%, 75% or 100% of such compensation, and to receive in lieu
thereof whole shares of Stock (rounded upward or downward to the nearest whole
share), as determined in accordance with Section 7 hereof. A "Director Year" is
the twelve-month period beginning on April 1 of each calendar year and ending on
March 31 of the immediately following calendar year. An election under this
Section 5 to have cash compensation paid in shares of Stock shall be valid only
if it is in writing, signed by the Non-Employee Director, and filed with the
Corporate Secretary of the Company but, in any event, such election must be
irrevocable with respect to the Director Year to which it applies and must be
made no later than six months prior to the beginning of such Director Year.
Stock to be received by a Non-Employee Director pursuant to his or her election
shall be distributed to such Non-Employee Director at the end of each calendar
quarter.
6. Cash Compensation. For purposes of this Plan, cash compensation shall
mean the Non-Employee Director's annual retainer, the additional retainer
received by committee chairmen and the Non-Employee Director's fee for
attendance at meetings of the Board of Directors of the Company (the "Board") or
of Board committees, but shall not include a Non-Employee Director's expense
reimbursements.
7. Equivalent Amount of Stock. The number of whole shares of Stock to be
distributed to a Non-Employee Director in accordance with such Non-Employee
Director's election made under Section 5 above shall be equal to:
(a) the amount of the cash compensation which the Non-Employee Director has
elected to forego in exchange for shares of Stock, divided by
A-1
<PAGE>
(b) the closing price for the Stock as reported by any exchange on which
the Stock may be listed on the date of the regularly scheduled quarterly meeting
of the Board of Directors or, if no shares of Stock were traded on such date, on
the next preceding date on which the Stock was traded.
8. Shares Subject To The Plan. All shares of Stock to be used for
purposes of this Plan shall be treasury shares, that is, shares previously
issued and outstanding which have been reacquired by the Company and have not
been cancelled. The shares of Stock issued to a Non-Employee Director pursuant
to the provisions of this Plan may not be sold for at least six months after
having been acquired, except in the case of death or disability of the Non-
Employee Director.
9. Nonassignability. No rights under the Plan shall be assignable or
transferable by a Non-Employee Director other than by will or the laws of
descent and distribution.
10. Construction; Amendment; Termination. This Plan shall be construed in
accordance with the laws of the State of New York and may be amended or
terminated at any time by action of the Board, provided, however, that the Plan
may not be amended more than once every six months other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.
A-2
<PAGE>
X PLEASE MARK VOTES CLASS A SHARES
AS IN THIS EXAMPLE
REVOCABLE PROXY
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
JOHN WILEY & SONS, INC.
ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 21, 1995
The undersigned hereby appoints Bradford Wiley II, Charles
R. Ellis and Josephine A. Bacchi, as the proxies of the
undersigned, with power of substitution to each of them, to
vote the Class A Common Stock, which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of
John Wiley & Sons, Inc., and any and all adjournments
thereof, to be held at the Shelburne Murray Hill Hotel,
Grand Ballroom, 303 Lexington Avenue at 37th Street, New
York, New York, on September 21, 1995, 10:00 A.M., Eastern
Daylight Saving Time.
With- For All
For hold Except
1. The election as directors of all nominees
listed below, except as marked to the
contrary: ______ ______ ______
Franklin E. Agnew, Larry Franklin, John S. Herrington, Chester O. Macey, and
Thomas M. Taylor
INSTRUCTION: To withhold your vote for any nominee(s), mark "For all Except" and
write that nominee's name on the line below.
_______________________________________________________________________________
For Against Abstain
2. Proposal to amend the
Restated Certificate of Incorporation. ______ ______ ______
3. Proposal to amend the 1990
Director Stock Plan. ______ ______ ______
4. Proposal to ratify the appointment
of Arthur Andersen LLP as independent
accountants. ______ ______ ______
The Board of Directors recommends a vote FOR all
Nominees and FOR Proposals 2, 3 and 4.
The proxies are directed to vote as specified, and in their discretion on all
other matters which may properly come before the meeting or any adjournments
thereof. If no direction is given, this proxy will be voted FOR the Election of
Directors and FOR Proposals 2, 3 and 4.
Please be sure to sign and date this Proxy in the box below.
______________________________
Date
________________________ ______________________________
Shareholder sign above Co-holder (if any) sign above
<PAGE>
-------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
JOHN WILEY & SONS, INC.
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
<PAGE>
X PLEASE MARK VOTES CLASS B SHARES
AS IN THIS EXAMPLE
REVOCABLE PROXY
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
JOHN WILEY & SONS, INC.
ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 21, 1995
The undersigned hereby appoints Bradford Wiley II, Charles
R. Ellis and Josephine A. Bacchi, as the proxies of the
undersigned, with power ofsubstitution to each of them, to
vote the Class B Common Stock, which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of
John Wiley & Sons, Inc., and any and all adjournments
thereof, to be held at the Shelburne Murray Hill Hotel,
Grand Ballroom, 303 Lexington Avenue at 37th Street, New
York, New York, on September 21, 1995, 10:00 A.M., Eastern
Daylight Saving Time.
With- For All
For hold Except
1. The election as directors of all nominees
listed below, except as marked to the
contrary: ______ ______ ______
Warren J. Baker, Charles R. Ellis, H. Allen Fernald, Gary J. Fernandes, William
R. Sutherland, Leo J. Thomas, Bradford Wiley II, Deborah E. Wiley, and Peter
Booth Wiley INSTRUCTION: To withhold your vote for any nominee(s), mark "For all
Except" and write that nominee's name on the line below.
INSTRUCTION: To withhold your vote for any nominee(s), mark -For all Except+ and
write that nominee+s name on the line below.
_______________________________________________________________________________
For Against Abstain
2. Proposal to amend the
Restated Certificate of Incorporation. ______ ______ ______
3. Proposal to amend the 1990
Director Stock Plan. ______ ______ ______
4. Proposal to ratify the appointment
of Arthur Andersen LLP as independent
accountants. ______ ______ ______
The Board of Directors recommends a vote FOR all
Nominees and FOR Proposals 2, 3 and 4.
The proxies are directed to vote as specified, and in their discretion on all
other matters which may properly come before the meeting or any adjournments
thereof. If no direction is given, this proxy will be voted FOR the Election of
Directors and FOR Proposals 2, 3 and 4.
Please be sure to sign and date this Proxy in the box below.
______________________________
Date
________________________ ______________________________
Shareholder sign above Co-holder (if any) sign above
<PAGE>
-------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
JOHN WILEY & SONS, INC.
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
<PAGE>
