<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X
- ------- Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended April 30, 1999.
or
- -------
Transition report pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission File Number 0-7276
THE GOODHEART-WILLCOX COMPANY, INC.,
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2135994
- ------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
18604 West Creek Drive, Tinley Park, Illinois 60477-6243
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (708) 687-5000
---------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of each Class which registered
------------------- ------------------------
None None
- ---------------------------- ---------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
------ ------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
(continued)
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contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ].
The aggregate market value of the voting stock held by nonaffiliates of
the registrant as of June 1, 1999, (within 60 days prior to the date of filing)
was approximately $16,501,000.
The number of shares of the registrant's common stock $1.00 par value
per share outstanding, as of April 30, 1999 was 584,700.
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report to Stockholders for fiscal year ended April 30, 1999, ("1999
Annual Report").
2. Proxy Statement for Annual Meeting of Stockholders, July 13, 1999, ("Proxy
Statement").
3. Registration Statement, Form S-1, File No. 2-45113, dated July 25, 1972,
("Registration Statement").
Part II
Item 5 - 1999 Annual Report Page Inside Back Cover
Item 6 - 1999 Annual Report Pages Inside Front Cover, 2-16
Item 7 - 1999 Annual Report Pages 2-16
Item 8 - 1999 Annual Report Pages 2-16
PART III
Item 10 - 1999 Proxy Statement Pages 2-8
Item 11 - 1999 Proxy Statement Pages 3-8
Item 12 - 1999 Proxy Statement Pages 4-5
PART IV
Item 14 - 1999 Annual Report Pages 2-16
Exhibit Index Pages 12-13
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PART I
Item I. Business
(a) General Development of Business
The Company was reorganized as a Delaware corporation in 1972. The
Company publishes textbooks and workbooks for junior and senior high schools,
vocational, technical and private trade schools, colleges and universities. Its
books are also used for apprentice training, adult education, home study and by
do-it-yourselfers. The current catalogs list approximately 528 texts, workbooks,
computer software supplements, instructor's guides, and other supplements
published by the Company, including such subjects as Trade and Industry,
Technical, Family and Consumer Sciences and Technology. There has been no
material change in the general development of the Company's business since the
beginning of the fiscal year.
(b) Financial Information About Industry Segments
During the last three fiscal years, the registrant has been engaged in
only one business segment, the publication of textbooks, workbooks, guides and
computer software supplements for sale primarily to educational institutions.
(c) Narrative Description of Business
The publishing activities of the Company encompass the search for and
development of authors to create manuscripts, assisting authors in the
preparation of their product, editing manuscripts, designing textbooks and
arranging for art work and illustrations, making up the individual pages,
contracting for printing and binding, and marketing its textbooks. The Company
contracts for all plates, offset printing and binding requirements with
suppliers and contractors which generally serve the book publishing industry.
The Company purchases its paper requirements principally from 2 sources,
although a number of other sources are available.
During the past fiscal year the Company published 7 new texts, 13 new
supplements to accompany established texts, 29 textbook revisions and 68
supplement revisions. Changes in technology require periodic revisions of
existing titles. Books used primarily by schools are revised frequently. The
texts which historically have accounted for a very substantial amount of the
Company's sales have been completely revised within the past several years.
A major portion of the Company's sales are made directly to high
schools, vocational schools, technical schools, trade schools and colleges, and
indirectly to such schools through bookstores and state textbook depositories.
The remainder of sales are made to bookstores, mail order companies, department
stores, correspondence schools, a Canadian distributor and an export
distributor. During the latest fiscal year, no title accounted for more than
5.9% of sales.
Selections of the Company's textbooks in most states are made at the
individual school or school district level. However, in some states, selections
or adoptions of such books are made at the state level by an adop-
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tion committee. There are presently 16 such states that adopt in the Company's
subject areas in which the Company has from 16 to 64 adopted titles. Schools in
such states are generally required to select their textbooks from those approved
and adopted by the state. Most states following statewide adoption practices,
however, adopt more than one textbook for each subject so the local schools are
afforded a choice of author and publisher. The prices of the Company's books in
effect at the time of an adoption usually cannot be changed during the adoption
period.
In 15 states, the Company's textbooks are consigned to a state
depository from which the local schools make their purchases. Sales through
state depositories accounted for approximately 7.3% of sales in the latest
fiscal year.
There has been no significant change in the kinds of products produced,
or in the markets or methods of distribution, since the beginning of the fiscal
year.
There have been a number of mergers, acquisitions and joint ventures
involving competitors of the Company during recent years. Many companies publish
textbooks competing with many but not all of the Company's titles. The remaining
competitors publish textbooks competing with some of the Company's titles. Most
competitors employ outside sales personnel in their marketing efforts. The
Company employs 12 outside sales persons. However, the promotion by the Company
of its textbooks continues to be primarily accomplished by mailings to teachers
and schools. It continues to follow a liberal policy of providing sample copies.
No industry statistics are available for this segment of the publishing
business. Accordingly, it is not possible to ascertain the Company's competitive
position in its field. No customer accounts for more than 3.3% of sales.
The Company does not consider backlogs, patents, licenses, franchises
and concessions, research or environmental considerations as material to its
business. No significant problems have been encountered, and none are
anticipated, in obtaining adequate supplies of paper. The Company has continued
to add new book titles and discontinue others at a normal rate. The Company
presently employs 63 full-time persons. Employee relations are considered good.
Much of the Company's textbook business is seasonal, and approximately 55.8% of
the year's sales were made in the four months of July through October.
(d) Financial Information About Foreign and Domestic Operations and Export
Sales
Export sales during the last three years have not been material in
relation to the total sales. Profitability and risk are essentially similar on
the Company's foreign and domestic sales.
Item 2. Properties
The Company relocated its principal place of business in the late
summer of 1996 from South Holland, Illinois to its newly constructed warehouse
and office building on a 3.65 acre site in Tinley Park, Illinois. The building
contains approximately 72,000 square feet of floor space, of which approximately
20,000 square feet is used for office requirements. The Company financed the
cost of the property acquisition, building
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construction and relocation from its own funds. The South Holland property was
sold in January 1999.
Item 3. Legal Proceedings
The Company is a party to a legal proceeding regarded as normal to its
business and, in which, the Company believes an adverse decision would not
subject the Company to damages of a material amount.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
The following section of the Company's 1998 Annual Report to Stockholders
is hereby incorporated by reference:
(a) Market - Over-the-Counter - Symbol-GWOX Page Inside Back Cover
Quotation Ranges and Dividends Page Inside Back Cover
(b) 126 common shareholders based upon the number of record owners as of May
21, 1999, the record date for the Company's Annual Meeting of Shareholders.
(c) (1) and (2) Dividends, see table referred to above. There are no known
restrictions on the Company's present or future ability to pay dividends. The
Company currently expects that cash dividends will be continued to be paid in
the future at a rate based upon earnings for the prior fiscal year.
Item 6. Selected Financial Data
The following section of the Company's 1999 Annual Report to Stockholders
is hereby incorporated by reference:
Five year Summary of Selected Financial Data Page Inside Front Cover
This referenced section should be read in conjunction with the Financial
Statements and related Notes (hereby incorporated by reference) in the Company's
1999 Annual Report to Stockholders, Pages 2-16.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following section of the Company's 1999 Annual Report to Stockholders
is hereby incorporated by reference:
Management's Discussion and Analysis of Financial Pages 13-16
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Condition and Results of Operations
This referenced section should be read in conjunction with the
Financial Statements and related Notes (hereby incorporated by reference) in the
Company's 1999 Annual Report to Stockholders, Pages 2-16.
Item 8. Financial Statements and Supplementary Data
(a) Financial statements:
(1) Financial statements and schedules are included in this Form 10-K
Annual Report as indicated in the index on Page 12. Those portions of The
Goodheart-Willcox Company, Inc.'s 1999 Annual Report to Stockholders listed
under the caption "Financial Statements" in such index are incorporated by
reference.
(2) Exhibits:
The Goodheart-Willcox Company, Inc.'s 1999 Annual Report to Stockholders
(which, except for those portions thereof incorporated by reference in this
Form 10-K Annual Report, is furnished for the information of the Commission
but is not deemed to be "filed" as part of this report).
Item 9. Disagreements on Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following section of the Company's 1999 Proxy Statement is hereby
incorporated by reference:
a) Identification of Directors Page 2
b) Identification of Executive Officers
John F. Flanagan, age 55, Chairman of the Board since March, 1997; President and
Chief Executive Officer since June, 1980; Treasurer from January, 1973 to April,
1988; Vice President from January, 1973 to June, 1980; prior thereto various
positions with the Company since 1968.
Donald A. Massucci, age 59, Vice President, Administration, since June, 1980,
Treasurer since April, 1988, and Secretary from July, 1976 to April, 1988. Mr.
Massucci has been with the Company since 1962.
Todd J. Scheffers, age 34, Vice President, Sales, elected May 1, 1999. Sales
Manager since 1994. Mr. Scheffers has been with the Company since 1991.
Dick G. Snyder, age 62, Senior Vice President since May, 1999 and Secretary
since April 1988, Vice President, Sales, from June 1980 to April 1999.
Mr. Snyder has been with the Company since 1977.
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c) Identification of certain significant employees None.
d) Family relationships See, Item 12(b), below.
e) (1) Business experience
See, Item 10(b), above.
(2) Directorships - Except for Robert C. DeBolt who is a director of
the First National Bank, Chicago Heights, Illinois, no other director or nominee
serves as a director of any other public company.
f) Involvement in certain legal proceedings None.
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Item 11. Management Remuneration and Transactions
<TABLE>
<CAPTION>
(A) (B) (C) (D)
- ---------------------- ---------------------- ------------------- -------------------------------------------
PROFIT SHARING PLAN
-------------------------------------------
D1 D2 D3
Cash and Cash Company Amount Aggregate
Name of Individual Equivalent Contribution Accrued Accrued
or Number of Capacity in Forms of During Last During Last To
Persons in Group Which Served Remuneration(1) Fiscal Year Fiscal Year Date(4)
- ---------------- ------------ --------------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C>
John F. Flanagan (6) Chairman, 430,183(2) 24,000 283,194 2,614,647
President,
Chief Executive
Officer, Director
Donald A. Massucci (7) Vice President, 193,580(3) 24,000 158,595 1,452,616
Administration &
Treasurer
Dick G. Snyder (7) Senior Vice President, 192,747(3) 24,000 91,141 823,532
Secretary
Todd J. Scheffers (7) Vice President, Sales 81,818(3) 12,273 12,055 98,899
Director
All Directors and Officers as a Group (5) $1,029,916 $84,273 $544,985 $4,989,694
</TABLE>
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(1) Amounts paid, if any, in securities or property, insurance benefits or
reimbursements, personal benefits, fees and commissions are
insignificant and therefore, said types of remuneration are combined
with salaries, directors' fees and bonuses. This also includes author
royalty payments of $77,588 to Dr. Kicklighter.
(2) Includes salary pursuant to employment agreement and discretionary year
end bonus which was set by the Company's Board of Directors of $125,000
for Mr. Flanagan.
(3) Includes salaries established by management and year end bonuses fixed
by the Company's Board of Directors of $50,000 for each of Messrs.
Massucci and Snyder, and $10,000 for Mr. Scheffers.
(4) Represents aggregate equity in the Company's profit sharing plan. The
plan is qualified under the Internal Revenue Code and the Company's
contributions to it are deductible for income tax purposes. The amount
which the Company contributes is discretionary and is determined
annually by the Board of Directors as a percentage of eligible
compensation. All participants are credited with amounts equal to such
percentage of their respective compensation for that year.
Historically, Company's contributions have approximated 15% of
salaries. In no event may the Company's contribution exceed the amount
allowed as a deduction under the Internal Revenue Code. An employee
becomes eligible to participate in the profit sharing plan on the first
entry date after completing a "year of service" as an employee.
(5) Includes 8 persons receiving direct remuneration, of whom 4 are in the
profit sharing plan.
(6) An agreement dated June 1, 1975, amended from time to time and further
amended April 16, 1999, between the Company and Mr. Flanagan provides
that until April 30, 2004, or any renewal date, he will serve as Chief
Executive Officer, with his duties to be determined by the Board of
Directors. Effective May 1, 1999, he is to be paid compensation of
$312,000 per year, plus reimbursement of expenses and any bonus awarded
to him by the Board of Directors. From the date the agreement or any
renewal expires, and if Mr. Flanagan retires from the employ of the
Company, he is to be paid consultative compensation until his death at
the rate of 50% of the annual compensation paid to Mr. Flanagan during
the year immediately prior to the termination of his active employment.
In the event Mr. Flanagan should die or become physically or mentally
incapable of performing services before the expiration date of the
agreement or any renewal thereof, the Company will pay him if he is
living, or his estate if he is deceased, twenty-four months' full
salary. The agreement further provides for reimbursement of medical
care expenses incurred by him, his spouse or defined dependents, not
otherwise reimbursed by insurance provided by the Company. In addition,
his agreement provides that if he is living and under continuing
disability for more than twenty-four months, the Company will pay him
one-half salary per month, not to exceed, however, sixty months.
(7) Messrs. Massucci, Snyder, and Scheffers annual salaries effective May
1, 1999 were set at $140,500, $135,000, and $80,000.
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The following sections of the Company's 1999 Proxy Statement are hereby
incorporated by reference.
Summary Compensation Table Page 6
Remuneration of Directors Page 3
Options, Warrants, or Rights None
Indebtedness of Management None
Transactions with Management None
Transactions with Pension or Similar Plans None
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following section of the Company's 1999 Proxy Statement is hereby
incorporated by reference.
(a) Security Ownership of Certain Beneficial Owners Pages 4-5
(b) Security Ownership of Management
Amount and
Name of Position Nature of Percent
Beneficial Owner with Company Ownership of Class
- ---------------- ------------ --------- --------
Mrs. Loraine J. Mix Director 290,142(1) 49.6%
Fred Eychaner 111,412(2) 19.1%
Century American
Corporation 42,700(3) 7.3%
John F. Flanagan Director and
Executive Officer 22,792(4) 3.9%
Robert C. DeBolt Director - -
Wilma Pitts Griffin Director 150 *
Clois E. Kicklighter Director 100 *
Donald A. Massucci Executive Officer 300 *
Dick G. Snyder Executive Officer 700 *
Todd J. Scheffers Executive Officer - -
Directors and Executive
Officers as a Group (8 Persons) 314,184 53.7%
*Less than one percent
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(1) Mrs. Mix owns 24,942 shares, and, in addition, is a co-trustee with
sole voting and investment power relating to the shares of the Company,
and a beneficiary together with her two daughters, one of whom is the
wife of Mr. Flanagan, of a trust established by the Last Will of Floyd
M. Mix, deceased, which trust holds 265,200 shares of the Company. Mrs.
Mix's daughter Joyce Meister owns 18,000 shares and her daughter Patti
Flanagan owns 18,707 shares. In addition, Mrs. Flanagan owns jointly
with her husband 2,614 shares. The aggregate holdings of all members of
the Mix family in all capacities are 330,914 shares, or 56.59% of the
Company's outstanding stock.
(2) On October 12, 1994, Mr. Fred Eychaner filed a Schedule 13D Statement
with the Securities and Exchange Commission disclosing the purchase of
111,412 shares or 14.9% of the Company's securities. Mr. Eychaner
stated that the shares were purchased for investment and additional
purchases of the Company's stock may be made subject to the
availability of additional shares, an acceptable price, alternative
sources of investment and other factors. Mr. Eychaner also stated
therein that there are no present plans to seek representation on the
Company's Board of Directors.
(3) On or about January 8, 1999, Century American Corporation filed a
Schedule 13G with the Securities and Exchange Commission disclosing the
acquisition in December 31, 1998 of 42,700 shares of the Company's
securities. Century American Corporation's address is Suite 3707, 875
N. Michigan Avenue, Chicago, Illinois 60611. On or about January 8,
1999, Century Partners filed Schedule 13G/A (Amendment No. 2)
disclosing that as of December 31, 1998, it had disposed of the 42,700
shares of the Company's secutities previously reported as owned by it.
(4) Of these shares, 18,707 are owned beneficially and of record by Mr.
Flanagan's wife, 707 are owned beneficially and of record by Mr.
Flanagan, 2,614 are owned jointly by Mr. Flanagan and his wife, and 20
are held by Mr. Flanagan and his wife as custodian for their children
and 744 are held by their children.
(c) Changes in Control - The Company is not aware of any arrangements by
any person which may, at a subsequent date, result in a change in control of the
Company.
Item 13. Certain Relationships and Related Transactions
None.
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PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FOR FORM 10-K ANNUAL REPORT
OF YEAR ENDED APRIL 30, 1999
Page Number Reference
---------------------
Annual
Report to
Form 10-K Stockholders
--------- ------------
(a) 1. Financial Statements
Consolidated statements of earnings and stockholders' Pages 4-5
equity for the years ended April 30, 1999, 1998 and 1997
Consolidated balance sheets as of April 30, 1999, and Pages 2-3
1998
Consolidated statements of cash flows for the years Page 6
ended April 30, 1999, 1998 and 1997
Notes to consolidated financial statements Pages 7-11
Report of Independent Certified Public Accountants Page 12
Statement of Management Responsibilities Page 12
(a) 2. Financial Statements Schedules
Schedule II - Valuation and Qualifying Accounts Page 14
Report of Independent Certified Public Page 15
Accountants on Schedules
Consent of Independent Certified Public Page 19
Accountants
All other schedules are not submitted because they are not applicable or not
required or because the required information is included in the financial
statements or notes thereto.
(a) 3. Exhibit Index
(a) Certificate of Incorporation; heretofore filed as Exhibit 3(a) to Form S-1
dated July 25, 1972, Registration No. 2-45113, and incorporated herein by
reference pursuant to Rule 12B-23. A Certificate of Amendment to the Certificate
of Incorporation, adopted July 10, 1987 by the shareholders filed as Exhibit
3(a) to this Form 10K for the year ended April 30, 1988.
12
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By-Laws as amended as of June 1, 1981; heretofore filed as Exhibit 3(a) to Form
10K for year ended April 30, 1982, and incorporated herein by reference pursuant
to Rule 12B-23.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the last
quarter of the Company's fiscal year ended April 30, 1999.
22. List of Subsidiaries. Page 18 of this Form 10-K.
All other exhibits are not submitted because they are not applicable or not
required or because the required information is included in the financial
statements or notes thereto.
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THE GOODHEART-WILLCOX COMPANY, INC.
SCHEDULE II
Valuation and Qualifying Accounts
For the years ended April 30, 1999, 1998 and 1997
Balance at Additions Deductions Balance
Beginning charged to from at end of
Description of Period Income Reserves Period
- ----------- --------- ---------- ---------- ---------
Year ended April 30, 1999
Allowance for Sales returns(1) $191,000 $181,000 $151,000 $221,000
Allowance for doubtful accounts $ 15,000 $ 15,000 $ 15,000 $ 15,000
Note: The allowance for sales returns and doubtful accounts for the years ended
April 30, 1998 and 1997 were not material to the Consolidated financial
statements.
(1) Allowance for Sales returns represents anticipated returns net of inventory
and royalty costs.
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REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS ON SCHEDULES
To The Goodheart-Willcox Company, Inc.
In connection with our audit of the consolidated financial statements
of The Goodheart-Willcox Company, Inc. and Subsidiary referred to in our report
dated June 2, 1999, which is included in the Company's 1999 Annual Report to
Stockholders, filed as an exhibit to this Form 10-K, we have also audited
Schedule II for each of the three years in the period ended April 30, 1999. In
our opinion, this Schedule presents fairly, in all material respects, the
information required to be set forth therein.
GRANT THORNTON LLP
Chicago, Illinois
June 2, 1999.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE GOODHEART-WILLCOX COMPANY, INC.
By
---------------------------------------
John F. Flanagan, Chairman of
the Board of Directors,
President and
Chief Executive Officer
By
---------------------------------------
Donald A. Massucci, Vice
President, Administration,
and Treasurer
By
---------------------------------------
Todd J. Scheffers
Vice President Sales
By
---------------------------------------
Dick G. Snyder, Senior Vice
President, and Secretary
Dated: July 13, 1999.
16
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By
---------------------------------------
Robert C. DeBolt
A Director
Date: July 13, 1999
By
---------------------------------------
John F. Flanagan
Chairman, President and a Director
Date: July 13, 1999
By
---------------------------------------
Wilma Pitts Griffin, PhD, CFCS
A Director
Date: July 13, 1999
By
---------------------------------------
Clois E. Kicklighter, EdD
A Director
Date: July 13, 1999
By
---------------------------------------
Loraine J. Mix
A Director
Date: July 13, 1999
17
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EXHIBIT 22
SUBSIDIARY OF THE REGISTRANT
Name G/W Investment Company, Inc.
State of Incorporation-Delaware
<PAGE> 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To The Goodheart-Willcox Company, Inc.:
We consent to the incorporation by reference of our report dated June 2,
1999, accompanying the consolidated financial statements of The
Goodheart-Willcox Company, Inc., including in the 1999 Annual Report to
Stockholders, in the Annual Report on Form 10-K for the year ended April 30,
1999.
GRANT THORNTON LLP
Chicago, Illinois
July 13, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-END> APR-30-1999
<CASH> $4,436
<SECURITIES> 0
<RECEIVABLES> 2,036
<ALLOWANCES> 236
<INVENTORY> 3,477
<CURRENT-ASSETS> 10,978
<PP&E> 5,732
<DEPRECIATION> 1,628
<TOTAL-ASSETS> 16,318
<CURRENT-LIABILITIES> 2,980
<BONDS> 0
0
0
<COMMON> 762
<OTHER-SE> 18,284
<TOTAL-LIABILITY-AND-EQUITY> 16,318
<SALES> 18,626
<TOTAL-REVENUES> 18,626
<CGS> 5,233
<TOTAL-COSTS> 14,141
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 15
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,910
<INCOME-TAX> 1,913
<INCOME-CONTINUING> 2,997
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,997
<EPS-BASIC> $5.13
<EPS-DILUTED> 0
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