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, 1998
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, 1998 and 1997
Page No.
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits
as of December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1998 3A-B
Notes to Financial Statements 4-7
Supplemental Schedules:
I Item 27A Schedule of Assets Held for Investment
Purposes as of December 31, 1998 8
II Item 27A Schedule of Assets Held for Investment
Purposes as of December 31, 1998 9
III Item 27D Schedule of Reportable Transactions for
the Year Ended December 31, 1998 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>
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, 1998 and 1997, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles.
Our audits were performed 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 the 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
April 23, 1999
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
December 31,
1998 1997
-------------------------
Plan Funds, at market value:
Balanced Fund $17,729,440 $16,107,997
Indexed Equity Fund 16,163,017 13,023,523
Growth Equity Fund 6,118,845 6,488,841
Small Capitalization Equity Fund 5,323,584 5,227,701
Money Market Fund 4,824,987 3,953,183
Stock Fund 4,507,203 1,968,362
Bond Fund 4,040,906 3,623,718
International Equity Fund 2,839,584 2,414,104
Participant Loans 1,320,205 1,030,409
-------------------------
Total 62,867,771 53,837,838
Contributions Receivable 181,589 --
-------------------------
Net Assets Available for Benefits $63,049,360 $53,837,838
=========================
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
John Wiley & Sons, Inc. Employees' Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1998
(Part A)
Growth Small Cap. Money Wiley
Balanced Indexed Equity Equity Market Stock
Fund Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income $1,977,128 $ 250,314 $ 67,373 $ 47,189 $216,839 $22,285
Realized and
unrealized gains (23,958) 3,409,681 (150,480) 168,751 --- 1,936,359
and (losses)
Interest on loans --- --- --- --- --- ---
Contributions 1,220,537 1,133,839 846,692 601,891 415,472 311,716
----------------------------------------------------------------------------------------
Total additions 3,173,707 4,793,834 763,585 817,831 632,311 2,270,360
Withdrawals (1,716,413) (1,072,474) (319,566) (477,964) (576,599) (246,961)
Canceled loans of
terminated
participants --- --- --- --- --- ---
----------------------------------------------------------------------------------------
Interfund transfers 164,149 (581,866) (814,015) (243,984) 816,092 515,442
----------------------------------------------------------------------------------------
Net deductions (1,552,264) (1,654,340) (1,133,581) (721,948) 239,493 268,481
----------------------------------------------------------------------------------------
Net change 1,621,443 3,139,494 (369,996) 95,883 871,804 2,538,841
Net assets available
for benefits at
December 31, 1997 16,107,997 13,023,523 6,488,841 5,227,701 3,953,183 1,968,362
----------------------------------------------------------------------------------------
Net assets available
for benefits at
December 31, 1998 $17,729,440 $16,163,017 $6,118,845 $5,323,584 $4,824,987 $4,507,203
========================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
John Wiley & Sons, Inc. Employees' Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1998
(Part B)
Bond Int'l Equity Contributions Participant
Fund Fund Receivable Loans Total
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income $ 213,475 $ 56,454 $ -- $ -- $ 2,851,057
Realized and
unrealized gains
and (losses) 44,504 352,137 5,736,994
Interest on loans -- -- -- 74,157 74,157
Contributions 315,495 333,323 181,589 -- 5,360,554
---------------------------------------------------------------------
Total additions 573,474 741,914 181,589 74,157 14,022,762
---------------------------------------------------------------------
Withdrawals (234,686) (131,396) -- -- (4,776,059)
Canceled loans of
terminated
participants -- -- -- (35,181) (35,181)
Interfund transfers 78,400 (185,038) -- 250,820 --
---------------------------------------------------------------------
Net deductions (156,286) (316,434) -- 215,639 (4,811,240)
---------------------------------------------------------------------
Net change 417,188 425,480 181,589 289,796 9,211,522
Net assets available
for benefits at 3,623,718 2,414,104 -- 1,030,409 53,837,838
December 31, 1997 $ 4,040,906 $ 2,839,584 $ 181,589 $ 1,320,205 $ 63,049,360
---------------------------------------------------------------------
Net assets available
for benefits at
December 31, 1998 $ 4,040,906 $ 2,839,584 $ 181,589 $ 1,320,205 $ 63,049,360
=====================================================================
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Notes to Financial Statements
December 31, 1998 and 1997
(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, 1998. 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 Vanguard Group (the "Trustee") was appointed trustee on
April 1, 1998, replacing The First National Bank of Boston.
The Plan's assets are managed by the Vanguard Group and Friess
Associates. Prior to April 1, 1998, T. Rowe Price managed the
participants' investments in an international equity fund. On
that date, balances in the T. Rowe Price fund were transferred
to an international equity fund managed by the Vanguard Group.
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 $1,178,170 and $1,193,027 in the
years ended December 31, 1998 and 1997, respectively.
<PAGE>
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 1998 amounted to $10,000.
Investment of Contributions -
A participant can invest his or her contribution and the
Company's contribution in 1% multiples among any combination of
eight available investment options which include a choice of
seven mutual funds and the Company Stock Fund, provided that
contributions to the Company Stock Fund do not exceed 25%.
Participants deemed subject to the short swing profit recovery
provisions of Section 16(b) of the Securities Exchange Act of
1934 are prohibited from investing in the Company Stock Fund.
A participant is permitted to change the allocation of his or
her contribution and to transfer existing fund balances to other
investment options daily.
The seven mutual funds are: the Vanguard Short Term Federal
fund, a bond fund which invests in short term securities
(average maturities of 2 to 3 years) of the U. S. Government and
its agencies; the Vanguard Indexed 500 fund, an indexed equity
fund which invests in common stocks that correspond to the S & P
500 index; the Vanguard Federal Portfolio, a money market fund
which invests in money market securities issued by the U. S.
Government and its agencies; the Vanguard Wellington fund, a
balanced fund which invests in a diversified and balanced
portfolio of bonds and common stocks; the Vanguard Explorer
fund, a small capitalization equity fund which invests primarily
in common stocks of small capitalization companies; the
Brandywine fund, a growth equity fund which invests primarily in
the stocks of companies that have proven records of
profitability; and the Vanguard International Equity fund, an
international equity fund which invests primarily in the stocks
of established non-U. S. issuers.
The Company Stock Fund 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. Forfeitures amounting to $144,580 were
used to reduce the Company's contribution in 1998.
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 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, 1998, and their
corresponding value at December 31, 1997 are as follows:
1998 1997
----------- -----------
Balanced Fund $17,729,440 $16,107,997
Indexed Equity Fund 16,163,017 13,023,523
Growth Equity Fund 6,118,845 6,488,841
Small Capitalization Equity Fund 5,323,584 5,227,701
Money Market Fund 4,824,987 3,953,183
Stock Fund 4,507,203 1,968,362
Bond Fund 4,040,906 3,623,718
Realized and unrealized gains and losses on investments, as
shown in the accompanying statement of changes in net assets
available for plan benefits, are based on the value of the
assets at the beginning of the year or at the time of purchase,
if purchased during the year.
Reference is made to the attached schedule of assets held for
investment purposes for further information on investments.
(4) Contributions Receivable:
The amount shown in the financial statements as Contributions
Receivable represents the contributions of both Plan
participants and the Company for the pay period ended December
31, 1998. These amounts were transferred to the Trustee after
the close of the Plan year.
(5) 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.
(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) 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>
<CAPTION>
December 31,
1998 1997
-----------------------------
<S> <C> <C>
Net assets available for benefits per the financial statements $63,049,360 $53,837,838
Amounts allocated to withdrawing participants 0 ( 300,745)
-----------------------------
Net assets available for benefits per Form 5500 $63,049,360 $53,537,093
=============================
The following is a reconciliation of withdrawals paid to
participants per the financial statements and per the Form 5500:
Year Ended
December 31, 1998
-----------------
<S> <C>
Withdrawals paid to participants per the financial statements $ 4,776,059
Add: Amounts allocated to withdrawing participants at December 31, 1998 0
Less: Amounts allocated to withdrawing participants at December 31, 1997 ( 300,745)
Withdrawals paid to participants per the Form 5500 $ 4,475,314
===============
</TABLE>
Amounts allocated for benefit claims that were processed and
approved for payment prior to December 31, but which were not
paid as of that date, are recorded on the Form 5500.
(9) Supplemental Information:
During the year ended December 31, 1998, 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, 1998 and 1997.
(10) Subsequent Event:
On January 1, 1999, changes were made to the investment
alternatives available to Plan participants. Vanguard's Windsor
II Fund, which invests in the common stocks of medium and large
companies, was added. Vanguard's Total Bond Market Index Fund,
which seeks to replicate the total return of the Lehman Brothers
Aggregate Bond index, replaced the Vanguard Short Term Federal
Fund. The balances of participants in the Short Term Federal
fund were transferred to the Total Bond Market Index fund.
<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, 1998
<TABLE>
<CAPTION>
Market
Name and Description Value Cost
- ----------------------------- ----------------- -------------
<S> <C> <C>
Vanguard Wellington Fund (the Balanced Fund) $ 17,729,440 $ 14,084,294
Vanguard Indexed 500 Fund (the Indexed Equity Fund) 16,163,017 7,628,708
Brandywine Fund (the Growth Equity Fund) 6,118,845 5,925,778
Vanguard Explorer Fund (the Small Capitalization Equity Fund) 5,323,584 4,425,533
Vanguard Federal Portfolio (the Money Market Fund) 4,824,987 4,824,987
The John Wiley & Sons, Inc. Stock Fund (the Stock Fund) 4,507,203 1,950,322
Vanguard Short -Term Federal Portfolio (the Bond Fund) 4,040,906 4,054,349
Vanguard International Equity Fund (the International Equity Fund) 2,839,584 2,787,258
</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, 1998
Cost and
Name and Description Rates of Interest Current Value
- --------------------------------------------------------------------------
Participant Loans 4.9% - 10.0% $1,320,205
<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, 1998
Category (i) - A single transaction in excess of 5% of plan assets
Acquisitions None
Dispositions
Selling Cost Net Gain
Price of Assets (Loss)
--------------------------------------
T Rowe Price International Equity Fund $ 2,643,907 $ 2,223998 $ 298,561
Category (ii) - A series of transactions in excess of 5% of plan assets
Acquisitions
Purchase
Price
Vanguard Wellington Fund (the Balanced Fund) $4,754,458 Vanguard Indexed 500
Fund (the Indexed Equity Fund) 3,046,904 Vanguard Federal Portfolio (the Money
Market Fund) 2,728,933 Vanguard Short -Term Federal Portfolio (the Bond Fund)
1,328,739 Brandywine Fund (the Growth Equity Fund) 1,293,790 T Rowe Price
International Equity Fund 276,355
Dispositions
<TABLE>
<CAPTION>
Selling Cost Net Gain
Price of Assets (Loss)
------------------------------------
<S> <C> <C> <C>
Vanguard Wellington Fund (the Balanced Fund) $3,008,193 $2,968,729 $ 39,464
Vanguard Indexed 500 Fund (the Indexed Equity Fund) 3,192,068 3,103,608 88,460
Vanguard Federal Portfolio (the Money Market Fund) 1,768,724 1,768,724 --
Vanguard Short -Term Federal Portfolio (the Bond Fund) 4,895,769 4,853,431 42,338
Brandywine Fund (the Growth Equity Fund) 1,642,735 1,768,516 (125,781)
T Rowe Price International Equity Fund 2,868,282 2,562,683 305,599
</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/ Walter J. Conklin
-----------------
Walter J. Conklin
Treasurer
Benefits Administration Board Member
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
April 23, 1999
