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
November 10, 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
(201) 748-6000
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Registrant's telephone number, including area code:
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))
NOT APPLICABLE
This is the first page of a 3-page document.
ITEM 2.03 Creation of a Direct Financial Obligation
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On November 9, 2005, John Wiley and Sons, Inc. (the Company)
entered into a new $300 million revolving credit agreement with
Bank of America as Administrative Agent and 14 other lenders. The
Company has the option of borrowing at the following floating
interest rates: (i) at a rate based on the London Interbank
Offered Rate (LIBOR) plus an applicable margin ranging from .37%
to .825% depending on the coverage ratio of debt to EBITDA; or
(ii) at the higher of (a) the Federal Funds Rate plus 1/2 of 1%
and (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its prime rate;
and (iii) LIBOR plus or minus an amount determined through a
competitive bidding process among the lenders. The maximum amount
outstanding at any time under option (iii) above cannot exceed
$25 million. In addition, the Company will pay a facility fee
ranging from .08% to .175% on the facility depending on the
coverage ratio of debt to EBITDA. The Company has the option to
request an increase of up to $100 million in the size of the
facility in minimum amounts of $25 million. The credit agreement
contains certain restrictive covenants similar to those in the
Company's existing credit agreements related to an interest
coverage ratio, funded debt levels, and restricted payments,
including a limit on dividends paid and share repurchases.
Simultaneous with the execution of this agreement, the Company
terminated its previous credit agreement with UBS AG and paid in
full the amounts outstanding under that agreement. The interest
rate on the initial borrowings was equal to LIBOR plus .37%.
The credit agreement will terminate on November 9, 2010.
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/ Ellis E. Cousens
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Ellis E. Cousens
Executive Vice President,
Chief Financial and Operations Officer
November 10, 2005