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, 1999
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, 1999 and 1998
Page No.
_______
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Availab
Benefits for the Year Ended December 31, 1999 3
Notes to Financial Statements 4-7
Supplemental Schedules:
I Item 27A Schedule of Assets Held for Investment
Purposes as of December 31, 1999 8
II Item 27D Schedule of Reportable Transactions for
the Year Ended December 31, 1999 9
Signature 10
Consent of Independent Public Accountants 11
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 Plan Administrator 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, 1999 and 1998, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
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 and II) 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 supplemental schedules
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
June 2, 2000
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------------- -----------
<S> <C> <C>
Investments (See Note 3) $72,559,425 $61,547,566
Receivables:
Participant Loans Receivable 1,445,123 1,320,205
Employer Contributions - 45,366
Participant Contributions - 136,223
----------- -----------
Total Receivables 1,445,123 1,501,794
----------- -----------
Net Assets Available for Benefits $74,004,548 $63,049,360
=========== ===========
</TABLE>
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
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
_________________
<S> <C>
Additions:
Additions to Net Assets Attributed to:
Investment Income:
Net Appreciation in Fair Value of Investments (see Note 3) $ 4,880,995
Interest and Dividend Income on Investments 4,076,795
Interest on Participant Loans 80,080
-----------
9,037,870
Contributions:
Participant 5,352,530
Employer 1,302,187
---------
6,654,717
Total Additions 15,692,587
----------
Deductions:
Deductions from Net Assets Attributed to:
Benefits Paid to Participants 4,626,975
Cancelled Loans of Terminated participants 110,424
----------
Total Deductions 4,737,399
---------
Net Increase 10,955,188
Net Assets Available for Benefits:
Beginning of Year 63,049,360
----------
End of Year $74,004,548
===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
John Wiley & Sons, Inc. Employees' Savings Plan
Notes to Financial Statements
(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, 1999. 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 that covers 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 Vanguard Group and Friess Associates manage the Plan's assets.
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 plus actual earnings thereon is fully
vested and non-forfeitable at all times. The Company's contribution
plus actual earnings thereon becomes fully vested to the participant
upon attaining age 65, at retirement, upon 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, after the utilization of participant
forfeitures, amounted to $1,302,187 for the year ended December 31,
1999.
<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
1999 amounted to $10,000.
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
$111,651 were used to reduce the Company's contribution in 1999.
Investment of Contributions -
A participant can invest his or her contribution and the Company's
contribution in 1% multiples among any combination of nine available
investment options which include a choice of eight 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 Wiley 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.
Investment Options -
The funds in which contributions can be invested, as well as each fund's
investment objective, are described below.
- the Vanguard Indexed 500 Fund, an indexed equity fund, invests in
common stocks that correspond to the S & P 500 index
- the Vanguard Wellington Fund, a balanced fund, invests in a
diversified and balanced portfolio of bonds and common stocks
- the Brandywine Fund, a growth equity fund, invests primarily in the
stocks of companies that have proven records of profitability
- the Vanguard Explorer Fund, a small capitalization equity fund,
invests primarily in common stocks of small capitalization
companies
- the Vanguard Federal Money Market Fund, a money market fund,
invests in money market securities issued by the U. S. Government
and its agencies
- the Vanguard Total Bond Market Index Fund seeks to replicate the
total return of the Lehman Brothers Aggregate Bond index
- the Vanguard International Equity Fund invests primarily in the
stocks of established non-U. S. issuers
- the Vanguard Windsor II Fund invests in the common stocks of medium
and large companies
The Wiley Stock Fund invests solely in the Class A Common Stock of the
Company.
Payment of Benefits -
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.
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.
<PAGE>
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.
Participant Loans -
Participants may borrow from the vested portion of their account, then
repay the loan with interest through payroll deductions. The interest
rates on loans currently outstanding range from 4.9% to 10% per annum.
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
participant'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) Summary of Accounting Policies:
-------------------------------
Method of Accounting -
The books and records of the Plan are maintained on an accrual basis.
Valuation of Investments and Income Recognition -
Investments are reflected in the accompanying statements of net assets
available for benefits at fair value as determined based on quoted
market prices. Participant loans receivable are valued at cost which
approximates fair value.
Use of Estimates -
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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.
Payment of Benefits -
Benefits are recorded when paid.
(3) Investments:
------------
The fair value of investments that represent 5% or more of the Plan's
net assets as of December 31, 1999, and their corresponding fair values
at December 31, 1998, are as follows:
<TABLE>
<CAPTION>
1999 1998
------------- ----------
<S> <C> <C>
Vanguard Indexed 500 Fund $21,374,236 $16,163,017
Vanguard Wellington Fund 16,879,209 17,729,440
Brandywine Fund 9,316,452 6,118,845
Vanguard Explorer Fund 7,251,042 5,323,584
Vanguard Federal Portfolio Fund 5,109,012 4,824,987
Vanguard Total Bond Market Index Fund 4,681,192 4,040,906
Vanguard International Equity Fund 3,744,131 2,839,584
</TABLE>
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.
<PAGE>
During 1999, the Plan's investments, including gains and losses on
investments bought and sold as well as held during the year,
appreciated in value by $4,880,995 as follows:
Mutual Funds $6,325,412
Company Stock (1,444,417)
-----------
$4,880,995
===========
Reference is made to the attached Schedule I, 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 during 1999. There were no
contributions receivable at December 31, 1999.
(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 "IRC"). The Plan has been amended on various dates
since receipt of the determination letter. However, the Plan
Administrator and the Plan's legal counsel believe that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(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) Related Party Transactions:
---------------------------
Certain Plan investments are shares of mutual funds managed by the
Vanguard Group. The Vanguard Group is the Plan's trustee and,
therefore, transactions with these funds qualify as party-in-interest.
(8) Supplemental Information:
-------------------------
During the year ended December 31, 1999, the Plan had reportable
transactions, as defined under ERISA, which are shown in Schedule II.
<PAGE>
Schedule I
Item 27a
EIN:13-5593032
Plan Number: 002
John Wiley & Sons, Inc. Employees' Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1999
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
--- --- --- --- ---
Identity of Issue Description Cost Market Value
----------------- ----------- ---- ------------
<S> <C> <C> <C> <C>
* Vanguard Indexed 500 Fund Registered Investment Company $ 9,945,417 $21,374,236
* Vanguard Wellington Fund Registered Investment Company 13,840,132 16,879,209
Brandywine Fund Registered Investment Company 6,708,614 9,316,452
* Vanguard Explorer Fund Registered Investment Company 5,158,165 7,251,042
* Vanguard Federal Money Market Fund Registered Investment Company 5,109,012 5,109,012
* Vanguard Total Bond Market Index Fund Registered Investment Company 4,985,184 4,681,192
* Vanguard International Equity Fund Registered Investment Company 3,150,108 3,744,131
* Wiley Stock Fund Company Stock Fund 2,536,570 3,367,080
* Vanguard Windsor II Fund Registered Investment Company 984,229 837,071
Participant Loans Rates of Interest - 4.9% - 10% 1,445,123 1,445,123
</TABLE>
* - Indicates a party - in - interest
<PAGE>
Schedule II
Item 27d
EIN: 13-5593032
Plan Number: 002
John Wiley & Sons, Inc. Employees' Savings Plan
Line 27d - Schedule of Reportable (5%) Transactions
For The Year Ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (g) (h) (i)
Identity of Party Purchase Selling Historical Current Value of Asset Net
Involved Description of Asset Price Price Cost of Asset on Transaction Date Gain (Loss)
-------- -------------------- ----- ----- ------------- ---------------- -----------
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
The Vanguard Group* Indexed 500 Fund $ 4,385,073 $ 4,385,073 $ -
The Vanguard Group* Federal Money Market Fund 1,789,764 1,789,764 -
The Vanguard Group* Wellington Fund 3,476,238 3,476,238 -
Dispositions
The Vanguard Group* Indexed 500 Fund $ 2,413,933 $ 2,068,729 $ 345,204
The Vanguard Group* Federal Money Market Fund 1,505,742 1,505,742 -
The Vanguard Group* Vanguard Wellington Fund 3,563,620 3,723,929 (160,309)
The Plan had no lease commitments, obligations or leases in default during the
year.
* - Indicates a party-in-interest
</TABLE>
<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
