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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): May 7, 1996
JOHN WILEY & SONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
1-11507 13-5593032
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(Commission File Number) (I.R.S. Employer
Identification No.)
605 Third Avenue, New York, NY 10158-0012
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(Address of Principal Executive Offices) (Zip Code)
(212) 850-6000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5: OTHER EVENTS
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AGREEMENT TO ACQUIRE VCH PUBLISHING GROUP
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On May 7, 1996, the Company reached an agreement to acquire a 90%
interest in the German based VCH Publishing Group from Pallas
Investment Group, the German Chemical Society and the German
Pharmaceutical Society for approximately $100 million. The German
Chemical Society and German Pharmaceutical Society will retain
minority ownership positions. The acquisition is expected to be
completed in June 1996, and it is anticipated that the transaction
will be financed primarily by debt.
EXPANSION OF STOCK REPURCHASE PROGRAM
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On May 7, 1996 the Company's Board of Directors authorized the
repurchase of up to one million shares of the Company's common stock
from time to time on the open market, expanding the program from a
previous limit of 600,000 shares. To date, approximately 112,000
shares have been repurchased.
Attached for information purposes only, and not considered filed as
part of this report, is the press release issued by the Company in
connection with the above events.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
John Wiley & Sons, Inc.
/s/ Robert D. Wilder
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Robert D. Wilder
Senior Vice President and
Chief Financial Officer
DATE: MAY 15, 1996
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John Wiley & Sons, Inc.
605 Third Avenue
New York, N.Y. 10158-0012
(212) 850-6000
New York*Chichester*Brisbane*Toronto*Singapore
Contact: Robert D. Wilder
Senior V.P. & Chief Financial Officer
(212) 850-6534
JOHN WILEY & SONS REACHES AGREEMENT TO ACQUIRE
VCH GROUP, A LEADING PUBLISHER OF SCIENTIFIC JOURNALS
WILEY BOARD OF DIRECTORS EXPANDS
STOCK REPURCHASE PROGRAM TO ONE MILLION SHARES
New York, N.Y., May 7, 1996 - John Wiley & Sons, Inc., publishers,
announced today that it has reached an agreement to acquire a 90%
interest in VCH Publishing Group from Pallas Investment Group and the
German Chemical Society. VCH is a leading scientific, technical, and
professional publisher headquartered in Weinheim, Germany. The
purchase price of approximately $100 million is to be financed
primarily by debt. The German Chemical Society and German
Pharmaceutical Society will retain minority ownership positions in
VCH.
VCH has annual revenues of approximately $60 million. Wiley's
revenues in the fiscal year ended April 30, 1995, was $331 million.
The acquisition will increase, from 40% currently to approximately
50%, the portion of Wiley's revenues derived from scientific,
technical, and medical (STM) publishing, the company's largest core
business. The acquisition reflects Wiley's strong commitment to
worldwide growth in STM publishing, especially in journals.
VCH Publishing Group is known for its journal and book publishing
programs in chemistry and related disciplines. The group also
includes Akademie Verlag, a Berlin-based science and humanities
publisher; Ernst & Sohn, which publishes architecture and civil
engineering; Academy Group, a London-based publisher in architecture
and design; and Chemical Concepts, an electronic chemical database
publisher in Weinheim, Germany.
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Through its various operations, VCH publishes nearly 100 scholarly and
professional journals, as well as more than 500 books annually, with a
backlist of 3,000 titles.
"The acquisition is strategically important to Wiley for a number of
reasons," said Charles R. Ellis, Wiley President and Chief Executive
Officer. "It makes Wiley the second largest global journal publisher
and solidifies our position as the world's leading commercial
chemistry publisher. It also provides a greater critical mass for
investments in electronic products. In addition, VCH is a platform to
expand our European publishing and marketing programs across the
continent."
Professor Dr. E. Winterfeldt, the President of the German Chemical
Society, said: "Research and scientific exchange is now more
international than ever before and we have been looking for a suitable
partner to strengthen the Society's publishing interests. Wiley has a
high reputation in Germany and throughout Europe, and our publishing
partnership will help us effect our ambitious plans for cooperation
between all European chemical societies and chemists."
Mr. Ellis said the acquisition will dilute Wiley's per-share earnings
for two years following the acquisition, but is expected to contribute
significantly to earnings and shareholder value over the longer term.
Substantial synergies are expected to be realized through economies of
scale, providing funds for investment in new products.
The acquisition of VCH Publishing Group is expected to be completed in
June. Wiley was advised in the transaction by J.P. Morgan.
Stock Repurchase Program Expanded
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Also today, the Wiley Board of Directors authorized the repurchase of
up to one million shares of the company's common stock from time to
time on the open market, expanding the program from a previous limit
of 600,000 shares. The program was initiated in March 1995. To date,
112,000 shares have been repurchased. Wiley has a total of
approximately 12.9 million Class A Common and 3.2 million Class B
Common shares outstanding.
Founded in 1807, John Wiley & Sons is an independent, global publisher
of print and electronic media products, specializing in scientific and
technical books and journals, professional and consumer books and
subscription services, and textbooks and
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educational materials for colleges and universities. The company has
publishing, marketing, and distribution centers in the United States,
Canada, Europe, Asia, and Australia. Wiley can be accessed on the
Internet's World Wide Web at http://www.wiley.com.
VCH Publishing Group was founded in Leipzig in 1921 under the name of
Verlag Chemie as the publishing branch of the German Chemical and
Chemical Engineering Societies.
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