SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
January 14, 2005
(Date of Report)
(Date of earliest event reported)
JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)
New York
(State or jurisdiction of incorporation)
0-11507 13-5593032
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Commission File Number IRS Employer Identification Number
111 River Street, Hoboken NJ 07030
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (201) 748-6000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act(17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17 CFR 240.13e-4(c))
This is the first page of a four-page document.
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
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On January 13, 2005, John Wiley & Sons ("Wiley") entered into a
Stock Repurchase Agreement with The Bass Management Trust, 820
Management Trust, Prime 66 Partners and Barbnet Investment Co.
("the Bass Group") pursuant to which Wiley has agreed to
repurchase from the Bass Group an aggregate of one million shares
of Wiley's Class A common stock (apportioned among the Bass Group
in proportion to their relative stock interests in Wiley). Prior
to giving effect to the stock repurchase agreement, the Bass
Group beneficially owned approximately 11.2% of the outstanding
Class A common stock; upon consummation of the transaction, the
Bass Group will beneficially own approximately 9.1% of the
outstanding Class A common shares. The price per share will be
based on the average market price of the shares during the last
week of January, less a discount, but will not be less than
$32.23 nor more than $34.45. If the contractual purchase price is
outside this range, the transaction may be terminated.
The sale is scheduled to close on February 4, 2005 and is subject
to customary additional terms and conditions. An amendment to the
Bass Group Schedule 13D which contains the full text of the stock
repurchase agreement and additional information has been filed
contemporaneously with the Securities and Exchange Commission.
John Wiley & Sons, Inc. Announces Share Repurchase from Major Shareholder
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Hoboken, N.J., January 14, 2005-- John Wiley & Sons, Inc. (NYSE: JWa) (NYSE:
JWb) announced today that it has entered into an agreement to repurchase one
million shares of its Class A stock from several entities associated with the
Bass family of Fort Worth, Texas. These include The Bass Management Trust, 820
Management Trust, Prime 66 Partners and Barbnet Investment Co. ("the Bass
Group").
In a filing with the Securities & Exchange Commission, the Bass Group stated
that it has entered into this transaction to sell these shares (approximately
18% of its holdings in Wiley shares) for estate planning purposes. After the
sale, the Bass Group will beneficially own approximately 4.6 million shares of
Wiley Class A stock (approximately 9.1% of the Class A shares). The filing
disclosed no further plans at this time either to purchase or sell additional
Wiley shares.
Founded in 1807, John Wiley & Sons, Inc., provides must-have content and
services to customers worldwide. Its core businesses include scientific,
technical, and medical journals; encyclopedias, books, and online products and
services; professional and consumer books and subscription services; and
educational materials for undergraduate and graduate students and lifelong
learners. Wiley has publishing, marketing, and distribution centers in the
United States, Canada, Europe, Asia, and Australia. The company is listed on the
New York Stock Exchange under the symbols JWa and JWb. Wiley's Internet site can
be accessed at www.wiley.com.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
John Wiley & Sons, Inc.
/S/ William J. Pesce
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William J. Pesce
President and Chief Executive Officer