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, 1996
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, 1996 and 1995
Page No.
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1996 3
Notes to Financial Statements 4-7
Supplemental Schedules:
I Item 27A Schedule of Assets Held for Investment
Purposes as of December 31, 1996 8
II Item 27A Schedule of Assets Held for Investment
Purposes as of December 31, 1996 9
III Item 27D Schedule of Reportable Transactions for
the Year Ended December 31, 1996 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
of the John Wiley & Sons, Inc. Employees' Savings Plan (the "Plan") as of
December 31, 1996 and 1995, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1996. 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 of the Plan as of
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the year ended December 31, 1996, 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 plan benefits and
changes in net assets available for plan 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 13, 1997
<PAGE>
<TABLE>
John Wiley & Sons, Inc. Employees' Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1996 and 1995
<S> <C> <C>
December 31, December 31,
1996 1995
------------- ------------
Plan Funds, at market value:
Balanced Fund $ 13,016,817 $ 10,721,996
Indexed Equity Fund 8,828,136 6,643,126
Growth Equity Fund 5,270,275 3,421,149
Small Capitalization Equity Fund 4,533,416 3,643,980
Money Market Fund 4,180,091 3,668,586
Bond Fund 3,585,550 3,859,632
International Equity Fund 2,073,565 1,603,296
Wiley Stock Fund 1,030,484 735,401
VCH Plan 527,106 -
Participant Loans 894,815 744,111
-------------- --------------
Net Assets Available for Benefits $ 43,940,255 $ 35,041,277
========= ==========
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
John Wiley & Sons, Inc. Employees' Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1996
($)
Indexed Money
Bond Equity Market Balanced
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Investment income 201,461 86,137 180,485 1,012,853
Realized and unrealized
gains (losses) (50,020) 1,429,093 - 780,728
Transfer of assets from
merged plan
Interest on loans - - - -
Contributions 384,413 890,462 470,373 1,244,427
Total Additions 535,854 2,405,692 650,858 3,038,008
Withdrawals (285,370) (281,872) (258,746) (562,522)
Canceled loans of
terminated par
ticipants - - - -
Interfund transfers ( 524,566) 61,190 119,393 (180,665)
Net Deductions ( 809,936) ( 220,682) (139,353) (743,187)
Net Change ( 274,082) 2,185,010 511,505 2,294,821
Net assets available
for benefits at
December 31, 1995 3,859,632 6,643,126 3,668,586 10,721,996
Net assets available
for benefits at
December 31, 1996 3,585,550 8,828,136 4,180,091 13,016,817
Growth Small-Cap Int'l Wiley
Equity Equity Equity Stock VCH Participant Total
Fund Fund Fund Fund Plan Loans
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income 155,167 246,182 31 7,757 14,664 - 1,904,737
Realized and unrealized
gains (losses) 786,637 293,596 219,997 319 606 - 3,459,744
Transfer of assets from
merged plan - - - - 504,418 9,008 513,426
Interest on loans 54,060 54,060
Contributions 791,751 642,995 370,661 186,210 7,122 - 4,988,414
Total Additions 1,733,555 1,182,773 590,689 194,286 525,598 63,068 10,920,381
Withdrawals (206,621) (162,300) (121,863) (105,457) - - (1,984,751)
Canceled loans of
terminated par
ticipants - - - - - (36,652) (36,652)
Interfund transfers 322,192 (131,037) 1,443 206,254 1,508 124,288 -
Net Deductions 115,571 (293,337) (120,420) 100,797 1,508 87,636 (2,021,403)
Net Change 1,849,126 889,436 470,269 295,083 527,106 150,704 8,898,978
Net assets available
for benefits at
December 31, 1995 3,421,149 3,643,980 1,603,296 735,401 - 744,111 35,041,277
Net assets available
for benefits at
December 31, 1996 5,270,275 4,533,416$ 2,073,565 1,030,484 527,106 894,815 43,940,255
</TABLE>
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
(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, 1996. 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 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.
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 $1,139,655 and $991,182 in the
years ended December 31, 1996 and 1995, 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 1996 amounted to $9,500.
<PAGE>
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.
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.
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 contribution. There were no forfeitures used to reduce
the Company's contribution in 1996.
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.
<PAGE>
(2) Significant Accounting Policies:
Method of Accounting -
The books and records of the Plan are maintained on a cash
basis. All the necessary 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.
Use Of Estimates -
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(3) Investments:
The fair market value of investments that represent 5% or more
of the Plan's net assets as of December 31, 1996, and their
corresponding value at December 31, 1995 are as follows:
<TABLE>
<S> <C> <C>
1996 1995
------------ ------------
Balanced Fund $ 13,016,817 $ 10,721,996
Indexed Equity Fund 8,828,136 6,643,126
Growth Equity Fund 5,270,275 3,421,149
Small Capitalization Equity Fund 4,533,416 3,643,980
Money Market Fund 4,180,091 3,668,586
Bond Fund 3,585,550 3,859,632
For the year ended December 31, 1996, the Plan's investments
experienced a net appreciation in fair value of $3,459,744, as
shown in the accompanying statement of changes in net assets
available for benefits. Included in that amount were unrealized
gains of $3,362,325. 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.
The amount of unrealized gains/ (losses) for each option during
the year is shown below:
<S> <C>
Indexed Equity Fund $1,405,739
Growth Equity Fund 768,265
Balanced Fund 755,471
Small Capitalization Equity Fund 269,276
International Equity Fund 204,417
Bond Fund ( 43,068)
Wiley Stock Fund 2,753
Prudential Securities Funds ( 528)
Reference is made to the attached schedule of assets held for
investment purposes for further information on investments.
</TABLE>
<PAGE>
(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 has since been amended on
various dates. However, the Plan Administrator and legal counsel
believe that the Plan continues to be tax exempt.
(5) Plan Merger:
As a result of the Company's acquisition of VCH
Verlagsgesellschaft mbH and its subsidiaries in June, 1996, the
VCH Publishers Inc. Profit Sharing and Retirement Savings Plan
("the VCH Plan") was merged with the Plan effective October 1,
1996. At the time of the merger, the VCH Plan had assets of
$513,426, which were held in trust by Prudential Securities,
Inc. ("the Prudential funds"). The amounts shown in the
statement of changes in net assets available for benefits for
the VCH Plan represent activity in the Prudential funds from the
date of the merger through December 31, 1996.
The assets of the VCH Plan were transferred to the Plan on
January 31, 1997, at which time the assets of the VCH Plan were
invested in the available Plan funds.
(6) 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:
<TABLE>
<S> <C> <C>
December 31,
1996 1995
Net assets available for benefits per the financial statements $43,940,255 $35,041,277
Amounts allocated to withdrawing participants ( 688,849) ( 110,701)
----------- -------------
Net assets available for benefits per Form 5500 $43,251,406 $34,930,576
========= =========
The following is a reconciliation of withdrawals paid to
participants per the financial statements and per the Form 5500:
<S> <C>
Year Ended
December 31, 1996
Withdrawals paid to participants per the financial statements $ 1,984,751
Add: Amounts allocated to withdrawing participants at December 31, 1996 688,849
Less: Amounts allocated to withdrawing participants at December 31, 1995 ( 110,701)
Withdrawals paid to participants per the Form 5500 $ 2,562,899
=========
</TABLE>
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.
(7) 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.
(8) Supplemental Information:
During the year ended December 31, 1996, 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, 1996 and 1995.
<PAGE>
<TABLE>
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, 1996
<S> <C> <C>
Market
Name and Description Value Cost
Vanguard Wellington Fund (the Balanced Fund) $ 13,016,817 $ 10,311,569
Vanguard Indexed 500 Fund (the Indexed Equity Fund) 8,828,136 5,778,501
Brandywine Fund (the Growth Equity Fund) 5,270,275 4,345,992
Vanguard Explorer Fund (the Small Capitalization Equity Fund) 4,533,416 3,863,881
Vanguard Federal Portfolio (the Money Market Fund) 4,180,091 4,180,091
Vanguard Short -Term Federal Portfolio (the Bond Fund) 3,585,550 3,628,052
T. Rowe Price International Stock Fund (the International Equity Fund) 2,073,565 1,831,225
The John Wiley & Sons, Inc. Stock Fund 1,030,484 977,304
Prudential Securities Funds 527,106 504,418
</TABLE>
<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, 1996
Name and Description Rates of Interest Current Value
Participant Loans 5.3% - 10.0% $894,815
<PAGE>
<TABLE>
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, 1996
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
<S> <C>
Purchase
Price
Vanguard Wellington Fund (the Balanced Fund) $ 2,114,717
Dispositions
<S> <C> <C> <C>
Selling Cost Net Gain
Price of Assets (Loss)
Vanguard Wellington Fund (the Balanced Fund) $ 600,756 $ 575,499 $ 25,257
</TABLE>
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
Senior Vice President, Human Resources
Benefits Administration Board Member
<PAGE>
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 13, 1997
