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 16, 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 4-page document.
Item 5.02: Departure of Directors or Principal Officers
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On November 15, 2005, John L. Marion, Jr., a non-executive
director, submitted a letter to John Wiley & Sons, Inc. (the
Company) in which he resigned from the Company's Board of
Directors, effective immediately. Mr. Marion is a general partner
of Hendrie Investments LLC, an investment consulting company. Mr.
Marion is also associated with various members of the Bass family
of Forth Worth, Texas.(1)
A copy of Mr. Marion's letter of resignation dated November 15,
2005 is attached. Mr. Marion indicated in his letter that his
resignation from the Company's Board will permit him to devote
additional time to fulfilling other business interests and
responsibilities.
Mr. Marion has served on the Company's Board since 1999 and was a
member of both the Audit and Governance Committees.
The Company is initiating a search for Mr. Marion's replacement.
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(1) Mr. Marion has regularly made SEC filings with members of the Bass family
and their associated trusts and companies (as an "Item 2 Person") because
collectively they may be deemed to constitute a "group" within the meaning
of Section 13(d)(3) of the Act. Members of this potential "group" include
The Bass Management Trust ("BMT"), 820 Management Trust ("820"), Prime 66
Partners ("Prime"), Barbnet Investment Co. ("Barbnet") as well as Nancy L.
Bass ("NLB"), Perry R. Bass ("PRB"), Lee M. Bass ("LMB"), Ramona S. Bass
("RSB"), SRB Diversified Realty, Inc. ("SRB Diversified"), Sid R. Bass
("SRB"), William P. Hallman, Jr. ("WPH") and Mr. Marion.
John L. Marion, Jr.
Hendrie Investments LLC
3 Greenwich Office Park, Ste 3
Greenwich CT 06831
Chairman & Board of Directors
John Wiley & Son's, Inc.
111 River Street
Hoboken NJ 07030-5774
November 15, 2005
Dear Chairman & Board of Directors,
I hereby resign as a director of John Wiley & Sons, Inc., effective immediately.
I have been a director for more that six years, and it has been gratifying to
see the continued progress that the Company has made over that time. My
resignation will permit me to devote additional time to fulfilling other
business interests and responsibilities. I have no disagreements with the
strategies being pursued or the perspectives of management at the Company, and
wish the Company continued success.
Sincerely,
/s/ John L. Marion, Jr.
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John L. Marion, Jr.
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
/S/ Ellis E. Cousens
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Ellis E. Cousens
Executive Vice President,
Chief Financial and Operations Officer
November 16, 2005