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
June 13, 1996
(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
------------------------- ---------------------------------
Commission File Number IRS Employer Identification Number
605 Third Avenue, New York, NY 10158-0012
- ----------------------------- ----------------------------------
Address of principal Zip Code
executive offices
Registrant's telephone
number, including area code: (212) 850-6000
----------------------------------
This is the first page of a three page document.
Item 2. Acquisition or Disposition of Assets
On June 13, 1996, the Company completed the acquisition of
a 90% interest in the German based VCH Publishing Group
(VCH) through the purchase of 90% of the shares of VCH
Verlagsgesellschaft mbH from Pallas Investment Group, the
German Chemical Society and the German Pharamaceutical
Society for approximately $100 million in cash. The German
Chemical Society and German Pharamaceutical Society retain
the 10% minority ownership.
VCH has annual revenues of approximately $60 million and
publishes nearly 100 scholarly and professional journals,
as well as more than 500 books annually, with a backlist
of 3,000 titles. VCH is a leading scientific, technical,
and professional publisher in chemistry and related
disciplines. The group also includes Akademie Verlag, a
science and humanities publisher; Ernst & Sohn, an
architecture and civil engineering publisher; Academy
Group, a London based architecture and design publisher;
and Chemical Concepts, an electronic chemical database
publisher.
The transaction was initially financed through available
cash balances, existing lines of credit, and a $75 million
bridge line of credit from Morgan Guaranty Trust
Company of New York and its assigns. The Company currently
anticipates that the acquisition will dilute income per share
for approximately two years following the acquisition. The
extent and duration of the dilution will depend primarily
on the amoritzation of intangibles, financing costs, and
VCH's future operating results.
Item 7. Financial Statements, Pro Forma FinancialInformation,
and Exhibits
(a) Financial Statements
As of the date of filing this Current Report
on Form 8-K, it is impracticable for the Company
to provide the financial statements required by this
Item 7(a). In accordance with Item 7(a)(4) of Form
8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than 60 days
after June 28, 1996.
(b) Pro Forma Financial Information
As of the date of filing this Current Report
on Form 8-K, it is impracticable for the Company
to provide the pro forma financial information
required by this item 7(b). In accordance with Item
7(b) of Form 8K, such financial statements shall
be filed by
amendment to this Form 8-K no later than 60 days
after June 28, 1996.
(c) Exhibits
2.1 Purchase and Assignment Agreement dated May
7, 1996 among the Company and VCH Publishing
Limited Partnership.
2.2 Purchase and Assignment Agreement dated May
7, 1996 among the Company and Gesellschaft
Deutscher Chemiker e.V. and Deutsche
Pharmazeutische Gesellschaft e.V.
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/ Robert D. Wilder
-----------------
Robert D.Wilder
Senior Vice President
and Chief Financial Officer
Date: June 20, 1996