SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the year ended December 31, 1995
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
Commission file number 1-11507
JOHN WILEY & SONS, INC.
EMPLOYEES' SAVINGS PLAN
JOHN WILEY & SONS, INC.
605 Third Avenue, New York, NY 10158
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Index to Financial Statements and Schedules
As of December 31, 1995 and 1994
Page No.
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits
as of December 31, 1995 and 1994 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1995 3
Notes to Financial Statements 4-7
Supplemental Schedules:
I Item 27A Schedule of Assets Held for Investment
Purposes as of December 31, 1995 8
II Item 27A Schedule of Assets Held for Investment
Purposes as of December 31, 1995 9
III Item 27D Schedule of Reportable Transactions for
the Year Ended December 31, 1995 10
Signature 11
Consent of Independent Public Accountants 12
All other schedules are omitted since they are not applicable or
are not required based on the disclosure requirements of the
Employee Retirement Income Security Act of 1974 and applicable
regulations issued by the Department of Labor.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Administration Board
of the John Wiley & Sons, Inc.
Employees' Savings Plan:
We have audited the accompanying statements of net assets
available for benefits, including the schedule of investments, of
the John Wiley & Sons, Inc. Employees' Savings Plan (the "Plan")
as of December 31, 1995 and 1994, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1995. These financial statements and the schedules
referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits as of December 31, 1995 and 1994, and the
changes in net assets available for benefits for the year ended
December 31, 1995 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions (Schedules I, II and III) are presented for purposes
of additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The Fund information in the statements of net assets
available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each
fund. The supplemental schedules and Fund information have been
subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
March 28, 1996
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Statements of Net Assets Available for Benefits
Dec. 31, Dec. 31,
1995 1994
---------- ----------
Plan Funds, at market value:
Balanced Fund $10,721,996 $8,441,543
Indexed Equity Fund 6,643,126 4,255,092
Bond Fund 3,859,632 3,872,634
Money Market Fund 3,668,586 3,868,178
Small Capitalization Equity Fund 3,643,980 2,748,318
Growth Equity Fund 3,421,149 1,360,468
International Equity Fund 1,603,296 897,419
Wiley Stock Fund 735,401 -
Participant Loans 744,111 749,782
----------- -----------
Net Assets Available for Benefits $35,041,277 $26,193,434
=========== ===========
The accompanying notes are an integral part of these statements.
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1995
<TABLE>
<CAPITION>
Indexed Money Growth Small-Cap Int'l Wiley
Bond Equity Market Balanced Equity Equity Equity Stock Participant
Fund Fund Fund Fund Fund Fund Fund Fund Loans Total
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income $228,831 147,813 218,742 547,593 392,644 283,896 48,169 3,120 - 1,870,808
Realized gain
on investments 22,548 52,774 - 258,255 8,427 70,535 8,310 - - 420,849
Unrealized gain
on investments 189,489 1,494,980 - 1,984,522 167,393 420,016 91,880 56,999 - 4,405,279
Interest on loans - - - - - - - - $50,333 50,333
Contributions 404,204 686,325 476,999 1,188,276 450,257 544,436 289,888 36,814 - 4,077,199
----------------------------------------------------------------------------------------------------------
Total Additions 845,072 2,381,892 695,741 3,978,646 1,018,721 1,318,883 438,247 96,933 50,333 10,824,468
----------------------------------------------------------------------------------------------------------
Withdrawals (501,436) (321,168) (255,982) (565,937) (28,775) (208,755) (49,474) - - (1,931,527)
Canceled loans of
terminated
participants - - - - - - - - (45,098) (45,098)
Interfund transfers (356,638) 327,310 (639,351) (1,132,256) 1,070,735 (214,466) 317,104 638,468 (10,906) -
-----------------------------------------------------------------------------------------------------------
Total Deductions (858,074) 6,142 (895,333) (1,698,193) 1,041,960 (423,221) 267,630 638,468 (56,004) (1,976,625)
-----------------------------------------------------------------------------------------------------------
Net Change (13,002) 2,388,034 (199,592) 2,280,453 2,060,681 895,662 705,877 735,401 (5,671) 8,847,843
----------------------------------------------------------------------------------------------------------
Net assets available
for benefits at
December 31, 1994 3,872,634 4,255,092 3,868,178 8,441,543 1,360,468 2,748,318 897,419 - 749,782 26,193,434
----------------------------------------------------------------------------------------------------------
Net assets available
for benefits at
December 31, 1995 $3,859,632 6,643,126 3,668,586 10,721,996 3,421,149 3,643,980 1,603,296 735,401 744,111 35,041,277
==========================================================================================================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Notes to Financial Statements
December 31, 1995 and 1994
(1) Description of the Plan:
The following represents the major provisions of the John Wiley &
Sons, Inc. Employees' Savings Plan (the "Plan") as amended on
various dates through December 31, 1995. Participants should
refer to the section entitled "Your Retirement Program" in their
employee handbook for more detailed information.
General -
The Plan is a defined contribution plan covering eligible
employees of John Wiley & Sons, Inc. (the "Company" ). It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
Administration -
The Plan is administered by the Benefits Administration Board of
the Company (the "Plan Administrator") whose members are
appointed by the Company's Board of Directors.
The Plan's assets are managed by the Vanguard Group, Friess
Associates and T. Rowe Price. The First National Bank of Boston
(the "Trustee") serves as trustee.
The administrative expenses of the Plan are paid directly by the
Company.
Eligibility -
Each employee who has completed six months of service is eligible
to participate in the Plan on the next January 1, or July 1, or
the first of any month thereafter.
Vesting -
A participant's contribution is fully vested and non-forfeitable
at all times. The Company's contribution becomes fully vested to
the participant upon attaining age 65, at retirement, total
disability or death, or upon completion of 3 years of
participation or 5 years of service. After 1 year but less than 2
years of participation, one-third of the Company's contribution
becomes vested. After 2 years but less than 3 years of
participation, two-thirds of the Company's contribution becomes
vested.
<PAGE>
Contributions -
A participant designates between 2% and 15% of his or her base
pay plus overtime which is withheld from the participant's
payroll check and is invested in funds chosen by the participant.
Subject to certain limitations prescribed by the Internal Revenue
Service (the "IRS"), the Company contributes an amount equal to
50% of the first 6% of each participant's contribution, which
amounted to $991,182 and $926,152 in the years ended December 31,
1995 and 1994, respectively.
No more than 10% of a participant's compensation can be a
"deferred cash contribution", that is, a reduction in the
participant's compensation and therefore tax-exempt. The
participant's deferred cash contribution cannot exceed an amount
set annually by the IRS, which in 1995 amounted to $9,240.
Investment of Contributions -
A participant elects how to invest his or her contribution and
the Company's contribution on his or her behalf. The participant
may invest the entire amount in any one of eight available funds,
or may invest in more than one fund. Allocations to more than one
fund may be made in any whole percent.
A participant is permitted to change the allocation of his or her
contribution and to transfer existing fund balances to other
investment options, quarterly.
The eight available investment options are: a bond fund, which
invests in short term securities of the U. S. Government and its
agencies with average maturities of 2 to 3 years; an indexed
equity fund, which invests in common stocks that correspond to
the S & P 500 index; a money market fund, which invests in money
market securities issued by the U. S. Government and its
agencies; a balanced fund, which invests in a diversified and
balanced portfolio of bonds and common stocks; a small
capitalization equity fund, which invests primarily in common
stocks of small capitalization companies; a growth equity fund,
which invests primarily in the stocks of companies that have
proven records of profitability; an international equity fund,
which invests primarily in the stocks of established non-U. S.
Issuers; and an equity fund which invests solely in the Class A
Common Stock of the Company.
The Plan's investment alternatives were expanded, effective
October 1, 1995, to allow participants to invest in a fund
consisting solely of shares of the Class A Common Stock of the
Company.
Withdrawals -
Withdrawals by participants of deferred cash dollars are
permitted when the participant reaches age 59 1/2, proves
financial hardship or terminates his or her employment.
Withdrawals of contributions that are not tax-deferred can be
made as often as twice each calendar year.
<PAGE>
Forfeitures -
If a participant who terminates his or her employment is not
fully vested at the time of termination, the non-vested amount is
held for up to five years and is restored to the participant's
account upon re-employment. Forfeitures not restored to
participants' accounts are used to reduce the Company's
contributions.
Termination of Employment -
Upon termination of employment, a participant has the option of
receiving a lump-sum cash payment or leaving his or her account
balance in the Plan. Terminated participants who elect to leave
their account balance in the Plan retain the same rights to
transfer balances between funds as active participants.
Participants who retire (a) on disability, (b) at age 55 or later
with 10 or more years of service, or (c) at age 65 or later may
elect to receive a lump-sum cash payment, or annual or monthly
installments over a 5, 10, or 15 year period. Annual
installments begin one year after termination; monthly
installments begin immediately. The installment payments are
made in equal amounts, and each will include income credited to
the participant's account balance before the installment amount
is calculated.
Loans -
Participants may borrow from the vested portion of their account,
then repay the loan with interest through payroll deductions.
The length of loans is generally 5 years and loans are limited to
a minimum of $1,000 and a maximum of the lesser of 50% of the
employee's vested balance, or $50,000 reduced by any outstanding
loans. The amounts due from participants under the loan
provisions of the Plan, including accrued interest, are shown in
the accompanying financial statements.
(2) Significant Accounting Policies:
Method of Accounting -
The books and records of the Plan are maintained on a cash basis.
All significant adjustments have been recorded to present the
financial statements on an accrual basis. Certain prior year
amounts have been reclassified to conform to the current year's
presentation.
Valuation of Investments -
Investments are reflected in the accompanying statements of net
assets available for benefits at market value as determined by
the Trustee. Such market value has been determined based on
quoted market prices.
<PAGE>
(3) Investments:
The fair market value of investments that represent 5% or more of
the Plan's net assets as of December 31, 1995, and their
corresponding value at December 31, 1994 are as follows:
1995 1994
---------- ----------
Balanced Fund $10,721,996 $8,441,543
Indexed Equity Fund 6,643,126 4,255,092
Bond Fund 3,859,632 3,872,634
Money Market Fund 3,668,586 3,868,178
Small Capitalization Equity Fund 3,643,980 2,748,318
Growth Equity Fund 3,421,149 1,360,468
<PAGE>
For the year ended December 31, 1995, the Plan's investments
experienced a net appreciation in fair value of $4,826,128, as
shown in the accompanying statement of changes in net assets
available for benefits. Realized and unrealized gains and losses
on investments are based on the value of the assets at the
beginning of the year or at the time of purchase during the year.
Reference is made to the attached schedule of assets held for
investment purposes for further information on investments.
(4) Tax Status:
In December of 1993, the Plan received a favorable determination
letter from the IRS regarding compliance with Section 401 (a) of
the Internal Revenue Code. The Plan was amended on various dates
during 1994 and 1995. However, the Plan Administrator and legal
counsel believe that the Plan continues to be tax exempt.
(5) Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of net assets available for
benefits per the financial statements and per the Form 5500:
December 31,
1995 1994
---------------------------
Net assets available for benefits
per the financial statements $35,041,277 $26,193,434
Amounts allocated to withdrawing
participants (110,701) (114,251)
---------------------------
Net assets available for benefits
per Form 5500 $34,930,576 $26,079,183
===========================
The following is a reconciliation of withdrawals paid to
participants per the financial statements and per the Form 5500:
Year Ended
December 31, 1995
--------------------
Withdrawals paid to participants
per the financial statements $ 1,931,527
Add: Amounts allocated to withdrawing
participants at December 31, 1995 110,701
Less: Amounts allocated to withdrawing
participants at December 31, 1994 (114,251)
--------------------
Withdrawals paid to participants per
the Form 5500 $ 1,927,977
====================
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for benefit claims that have been processed and
approved for payment prior to December 31, but not yet paid as of
that date.
<PAGE>
(6) Plan Termination:
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan, subject to the provisions of
ERISA. In the event of Plan termination, participants will
become 100 percent vested in their accounts.
(7) Supplemental Information:
During the year ended December 31, 1995, the Plan had reportable
transactions, as defined under ERISA, which are shown in Schedule
III.
The Plan has successfully met all the requirements of both the
"actual deferred percentage" (ADP) test and the "average
contribution percentage" (ACP) test for the years ended December
31, 1995 and 1994.
<PAGE>
Schedule I
Item 27A
EIN:13-5593032
Plan Number: 002
John Wiley & Sons, Inc. Employees' Savings Plan
Schedule of Assets Held for Investment Purposes
As of December 31, 1995
Market
Name and Description Cost Value
- -----------------------------------------------------------------
Vanguard Wellington Fund
(the Balanced Fund) $8,670,698 $10,721,996
Vanguard Indexed 500 Fund
(the Indexed Equity Fund) 4,932,245 6,643,126
Vanguard Short -Term Federal Portfolio
(the Bond Fund) 3,858,945 3,859,632
Vanguard Federal Portfolio
(the Money Market Fund) 3,668,586 3,668,586
Vanguard Explorer Fund
(the Small Capitalization Equity Fund) 3,215,017 3,643,980
Brandywine Fund
(the Growth Equity Fund) 3,254,643 3,421,149
T. Rowe Price Int'l Stock Fund
(the International Equity Fund) 1,559,277 1,603,296
The John Wiley & Sons, Inc.
Stock Fund* 678,402 735,401
* Party in interest transaction
<PAGE>
Schedule II
Item 27A
EIN: 13-5593032
Plan Number: 002
John Wiley & Sons, Inc. Employees' Savings Plan
Schedule of Assets Held for Investment Purposes
As of December 31, 1995
Name and Description Rates of Interest Current Value
- ----------------------------------------------------------------
Participant Loans 4% - 10% $744,111
<PAGE>
Schedule III
Item 27D
EIN: 13-5593032
Plan Number: 002
John Wiley & Sons, Inc. Employees' Savings Plan
Schedule of Reportable Transactions
For The Year Ended December 31, 1995
Category (i) - A single transaction in excess of 5% of plan
assets. None
Category (ii) - A series of transactions in excess of 5% of plan
assets
Acquisitions
Purchase
Price
----------
Brandywine Fund (the Growth Equity Fund) $1,541,553
Vanguard Wellington Fund (the Balanced Fund) 1,214,527
Dispositions
Selling Cost Net Gain
Price of Assets (Loss)
----------------------------------
Vanguard Wellington Fund
(the Balanced Fund) $1,724,161 $1,465,906 $258,255
Brandywine Fund
(the Growth Equity Fund) 49,319 40,892 8,427
No expenses were incurred related to these transactions, and the
purchase and sale prices approximated current value on the
transaction date. The Plan had no lease commitments, obligations
or leases in default, or transactions with parties-in-interest
during the year.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Benefits Administration Board of John Wiley & Sons,
Inc. has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
JOHN WILEY & SONS, INC.
EMPLOYEES' SAVINGS PLAN
------------------------
(Registrant)
By: /s/ William J. Arlington
--------------------
William J. Arlington
Vice President, Human Resources
Benefits Administration Board Member
New York, New York
March 28, 1996
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BENEFITS ADMINISTRATION BOARD
OF JOHN WILEY & SONS, INC.:
As independent public accountants, we hereby consent to
the incorporation of our report included in this Form
11-K into John Wiley & Sons, Inc. Registration
Statement, file number 33- 62605, on Form S-8 filed in
connection with the John Wiley & Sons, Inc. Employees'
Savings Plan.
ARTHUR ANDERSEN LLP
New York, New York
March 28, 1996
