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June 30, 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 an amendment to the Registration Statement of
John Wiley on Form 8-A dated June 20, 1995, which indicates
it is being filed pursuant to Section 12(b) instead of
Section 12(g).
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/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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_______________________
FORM 8-A/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 over-the-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. Anti-
Takeover Agreements
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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 8-A.
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
June 30, 1995
