THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO
RULE 901 (d) OF REGULATIONS S-T.
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
May 21, 1999
(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
605 Third Avenue, New York, NY 10158-0012
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Address of principal executive offices Zip Code
Registrant's telephone number, (212) 850-6000
including area code: -----------------------------------
This is the first page of a 3 page document.
Item 5. Other Events
On May 21, 1999, the Company entered into an agreement to purchase
the Jossey-Bass Inc. publishing company from Pearson Education, Inc.
for approximately $82 million in cash. Jossey-Bass publishes books
and journals for professionals and executives, primarily in the areas
of business, psychology and education/health management. Revenues
were approximately $33 million in calendar year 1998.
The acquisition is expected to close within sixty days, subject to a
Hart Scott Rodino review.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
(c) Exhibits
2.1 Stock Purchase Agreement dated as of May 21, 1999
between the Company and Pearson Education, Inc.
"Safe Harbor" Statement under the
Private Securities Litigation Reform Act of 1995
This report contains certain forward-looking statements concerning the Company's
operations, performance and financial condition. Reliance should not be placed
on forward-looking statements, as actual results may differ materially from
those in any forward-looking statements. Any such forward-looking statements are
based upon a number of assumptions and estimates that are inherently subject to
uncertainties and contingencies, many of which are beyond the control of the
Company, and are subject to change based on many important factors. Such factors
include, but are not limited to: (i) the pace, acceptance, and level of
investment in emerging new electronic technologies and products; (ii) subscriber
renewal rates for the Company's journals; (iii) the consolidation of the retail
book trade market; (iv) the seasonal nature of the Company's educational
business and the impact of the used book market; (v) the ability of the Company
and its customers and suppliers to satisfactorily resolve the year 2000 and Euro
issues in a timely manner; (vi) worldwide economic and political conditions; and
(vii) other factors detailed from time to time in the Company's filings with the
Securities and Exchange Commission. The Company undertakes no obligation to
update or revise any such forward-looking statements to reflect subsequent
events or circumstances.
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
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Robert D. Wilder
Executive Vice President and
Chief Financial Officer
Date: May 26, 1999