SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
JOHN WILEY & SONS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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3) Per unit price or other underlying value of transaction computed pursuant
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
605 Third Avenue
New York, NY 10158
(212) 850-6000
John Wiley & Sons, Inc.
Bradford Wiley II
Chairman of the Board
August 8, 2000
TO OUR SHAREHOLDERS:
We cordially invite you to attend the 2000 Annual Meeting of Shareholders
to be held Thursday, September 21, 2000 at 9:30 in the morning, at the New York
Helmsley Hotel, Knickerbocker D Suite, 212 East 42nd Street, New York, New York.
The official Notice of Meeting, Proxy Statement, and separate forms of proxy for
Class A and Class B Shareholders are enclosed with this letter. The matters
listed in the Notice of Meeting are described in the attached Proxy Statement.
The Board of Directors welcomes and appreciates the interest of all our
shareholders in the Company's affairs, and encourages those entitled to vote at
this Annual Meeting to take the time to do so. We hope you will attend the
meeting, but whether or not you expect to be personally present, please vote
your shares, either by signing, dating and promptly returning the enclosed proxy
card (or, if you own two classes of shares, both proxy cards) in the
accompanying post-paid envelope, by telephone using the toll-free telephone
number printed on the proxy card, or by voting on the Internet using the
instructions printed on the proxy card. This will assure that your shares are
represented at the meeting. Even though you execute this proxy, vote by
telephone or via the Internet, you may revoke your proxy at any time before it
is exercised by giving written notice of revocation to the Secretary of the
Company, by executing and delivering a later-dated proxy (either in writing,
telephonically or via the Internet) or by voting in person at the Annual
Meeting. If you attend the meeting you will be able to vote in person if you
wish to do so, even if you have previously returned your proxy card, voted by
telephone or via the Internet.
Your vote is important to us, and we appreciate your prompt attention to
this matter.
Sincerely,
/s/ BRADFORD RILEY II
Chairman of the Board
John Wiley & Sons, Inc., 605 Third Avenue, New York, NY 10158 (212) 850-6000
NOTICE OF ANNUAL MEETING
of Shareholders
to be held
September 21, 2000
To our Shareholders:
The Annual Meeting of Shareholders of John Wiley & Sons, Inc. (the
"Company") will be held at the New York Helmsley Hotel, Knickerbocker D Suite,
212 East 42nd Street, New York, New York, on Thursday, September 21, 2000 at
9:30 A.M., for the following purposes:
1. To elect a board of ten (10) directors, of whom three (3) are to be
elected by the holders of Class A Common Stock voting as a class and seven (7)
are to be elected by the holders of Class B Common Stock voting as a class.
2. To ratify the appointment by the Board of Directors of the Company's
independent public accountants for the fiscal year ending April 30, 2001.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Shareholders of record at the close of business on July 25, 2000 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
Please vote by proxy in one of these ways:
o Use the toll-free telephone number shown on your proxy card or voting
instructions form (if you receive proxy materials from a broker or
bank);
o Visit the Internet website at www.proxyvoting.com/johnwiley; or
o Mail, date, sign and promptly return your proxy card in the
post-prepaid envelope provided.
BY ORDER OF THE BOARD OF DIRECTORS
JOSEPHINE A. BACCHI
Secretary
August 8, 2000
New York, New York
Your vote is important to us. Whether or not you plan to be present at the
Annual Meeting, please vote your proxy either via the Internet, by telephone, or
by mail. Signing and returning the proxy card, voting via the Internet or by
telephone does not affect your right to vote in person if you attend the Annual
Meeting.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of John Wiley & Sons, Inc. (the "Company") of proxies to
be used at the Annual Meeting of Shareholders to be held on September 21, 2000
at the time and place set forth in the accompanying Notice of Meeting and at any
and all adjournments thereof. This Proxy Statement and accompanying forms of
proxy relating to each class of Common Stock, together with the Company's Annual
Report to Shareholders for the fiscal year ended April 30, 2000 ("fiscal 2000"),
are being first sent or given to shareholders on August 8, 2000.
The executive offices of the Company are at 605 Third Avenue, New York, New
York 10158.
TABLE OF CONTENTS
|_| Voting Securities, Record Date, Principal Holders, page 1
|_| Certain Information Concerning the Board, page 3
|_| Election of Directors, page 4
|_| Executive Compensation, page 9
|_| Proposal to Ratify Appointment of Independent
Public Accountants, page 16
|_| Manner and Expenses of Solicitation of Proxies, page 16
|_| Deadline for Submission of Shareholder Proposals, page 17
|_| Other Matters, page 17
I. Voting Securities -- Record Date -- Principal Holders
Only shareholders of record at the close of business on July 25, 2000 are
entitled to vote at the Annual Meeting of Shareholders on the matters that may
come before the Annual Meeting.
At the close of business on July 25, 2000, there were approximately
49,213,285 shares of Class A Common Stock, par value $1.00 per share (the "Class
A Stock"), and 11,738,864 shares of Class B Common Stock, par value $1.00 per
share (the "Class B Stock"), issued and outstanding and entitled to vote, except
for 58,400 shares of Class A Stock which are restricted shares and may not be
voted until restrictions lapse (see Summary Compensation Table on page 11).
The holders of Class A Stock, voting as a class, are entitled to elect
three (3) directors, and the holders of Class B Stock, voting as a class, are
entitled to elect seven (7) directors. Each outstanding share of Class A and
Class B Stock is entitled to one vote for each Class A or Class B director,
respectively. The presence in person or by proxy of a majority of the
outstanding shares of Class A or Class B Stock entitled to vote for directors
designated as Class A or Class B directors, as the case may be, will constitute
a quorum for the purpose of voting to elect that class of directors. All
elections shall be determined by a plurality of the class of shares voting
thereon. Only shares that are voted in favor of a particular nominee will be
counted toward such nominee's achievement of a plurality. Shares present at the
meeting that are not voted for a particular nominee or shares present by proxy
where the shareholder properly withheld authority to vote for such nominee
(including broker non-votes) will not be counted toward such nominee's
achievement of a plurality.
The holders of the Class A and Class B Stock vote together as a single
class on all other business that properly comes before the Annual Meeting, with
each outstanding share of Class A Stock entitled to one-tenth (1/10) of one vote
and each outstanding share of Class B Stock entitled to one vote.
The ratification of auditors requires approval by a majority of votes cast
at the Annual Meeting. Abstentions and broker non-votes are not counted in
determining the votes cast, but do have the effect of reducing the number of
affirmative votes required to achieve a majority for such matters by reducing
the total number of shares from which the majority is calculated.
1
The following table and footnotes set forth, at the close of business on
July 25, 2000, information concerning each person owning of record, or known to
the Company to own beneficially, or who might be deemed to own, 5% or more of
its outstanding shares of Class A or Class B Stock. The table below was prepared
from the records of the Company and from information furnished to it. The
percent of total voting power reflected below represents the voting power on all
matters other than the election of directors, as described on page 1.
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Percent of
Class of Common Stock Percent Total Voting
Name and Address Stock Owned Beneficially of Class Power
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Deborah E. Wiley A 1,400,434 2.8% 0.8%
605 Third Avenue B 2,781,288 23.7% 16.7%
New York, New York(1)(2)(4)(5)(6)
Peter Booth Wiley A 1,381,647 2.8% 0.8%
605 Third Avenue B 2,716,974 23.1% 16.3%
New York, New York(1)(2)(3)(5)(6)
Bradford Wiley II A 1,355,541 2.8% 0.8%
605 Third Avenue B 2,717,774 23.1% 16.3%
New York, New York(1)(3)(4)(5)(6)
The Bass Management Trust A 5,614,008 11.4% 3.4%
and Certain Other Persons B 1,600 -- --
and Entities
201 Main Street
Fort Worth, Texas(7)
GeoCapital Corporation A 4,185,000 8.5% 2.5%
New York, NY
Investment Manager(8)
United States Trust Company of A 3,628,782 7.4% 2.2%
New York New York, NY
Investment Manager(8)
Pioneering Management Corporation A 3,600,550 7.3% 2.2%
Boston, MA
Investment Manager(8)
Theodore L. Cross and Certain A 2,410,704 4.9% 1.4%
Other Persons and Entities B 1,251,952 10.6% 7.5%
200 West 57th Street
New York, New York(9)
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(l) Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as co-trustees,
share voting and investment power with respect to 4,240,624 shares of Class
B Stock under trusts for the benefit of Bradford Wiley II, Deborah E.
Wiley, and Peter Booth Wiley. For purposes of this table, each is shown as
the owner of one-third of such shares.
(2) Deborah E. Wiley and Peter Booth Wiley, as co-trustees, share voting and
investment power with respect to 875,136 shares of Class A Stock and
583,424 shares of Class B Stock under a trust for the benefit of Bradford
Wiley II. For purposes of this table, each is shown as the owner of
one-half of such shares.
(3) Peter Booth Wiley and Bradford Wiley II, as co-trustees, share voting and
investment power with respect to 875,136 shares of Class A Stock and
583,424 shares of Class B Stock under a trust for the benefit of Deborah E.
Wiley. For purposes of this table, each is shown as the owner of one-half
of such shares.
(4) Bradford Wiley II and Deborah E. Wiley, as co-trustees, share voting and
investment power with respect to 875,136 shares of Class A Stock and
583,424 shares of Class B Stock under a trust for the benefit of Peter
Booth Wiley. For purposes of this table, each is shown as the owner of
one-half of such shares.
2
(5) Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as general
partners of a limited partnership, share voting and investment power with
respect to 297,680 shares of Class B Stock owned by the partnership. For
purposes of this table, each is shown as the owner of one-third of such
shares.
(6) Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as co-trustees,
share voting and investment power with respect to 55,072 shares of Class A
Stock and 36,720 shares of Class B Stock under the Trust of Esther B.
Wiley. For purposes of this table, each is shown as the owner of one-third
of such shares.
(7) Based on filings with the Securities and Exchange Commission pursuant to
Regulation 13D of the Securities Exchange Act of 1934, includes The Bass
Management Trust, Perry R. Bass, Nancy L. Bass, Lee M. Bass, and certain
other persons.
(8) Based on filings with the Securities and Exchange Commission, including
filings pursuant to Rule 13f-1 of the Securities Exchange Act of 1934, and
other information deemed reliable by the Company.
(9) Based on filings with the Securities and Exchange Commission pursuant to
Regulation 13D of the Securities Exchange Act of 1934, includes Theodore L.
Cross, Mary S. Cross, Amanda B. Cross, Lisa W. Pownall-Gray, and the
Louisville Charitable Remainder Unit Trust.
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II. Certain Information Concerning the Board
The Board of Directors is currently composed of 9 members. Two directors,
Bradford Wiley II and Peter Booth Wiley, are brothers.
The Board met six times during fiscal 2000. Board committees met a total of
nine times during fiscal 2000 and acted once by written consent. All incumbent
directors attended at least 88% of the aggregate number of meetings of the Board
and of the committees on which such director sat. Below is information regarding
the current standing committees of the Board.
Executive Committee. The Executive Committee currently consists of Dr.
McKinnell as Chairman, and Messrs. Fernald and Pesce. It exercises the powers of
the Board as appropriate in any case where immediate action is required and the
matter is such that an emergency meeting of the full Board is not deemed
necessary or possible. The Committee did not meet during fiscal 2000.
Audit Committee. The Audit Committee currently consists of Dr. Baker as
Chairman, and Messrs. Franklin and Marion. It assists the Board of Directors in
fulfilling its fiduciary responsibilities with respect to the accounting
policies, internal controls and reporting practices of the Company and its
subsidiaries, and the sufficiency of auditing relative thereto. It recommends to
the Board the firm of independent public accountants which is to be engaged to
audit the books and records of the Company, and reviews with management and the
outside auditors the Company's financial statements and the auditors' report
thereon. The Committee also maintains financial oversight of the Company's
employees' retirement and other benefit plans, and makes recommendations to the
Board with respect to such matters. The Committee met twice during fiscal 2000.
Governance and Compensation Committee. The Governance and Compensation
Committee currently consists of Dr. Sutherland as Chairman, and Messrs. Fernald,
McKinnell, and P. Wiley. It assists the Board in the selection of Board members
and in making the Board as effective as possible through suggestions and
periodic evaluations. The Committee evaluates the performance of the chief
executive officer and reports its recommendations to the Board. It reviews and
approves the principles and policies for compensation and benefit programs
company-wide, and monitors the implementation and administration of such
programs; oversees compliance with governmental regulations and accounting
standards with respect to employee compensation and benefit programs; and
monitors executive development practices in order to insure succession
alternatives for the organization. The Committee also grants options and makes
awards under the Long Term Incentive Plan. The Committee met seven times during
fiscal 2000.
3
Directors' Compensation
Non-employee directors receive an annual retainer of $15,000 and committee
chairmen receive an additional annual retainer of $3,000. Non-employee directors
receive $1,500 per meeting for attendance at each Board or committee meeting and
$1,500 per diem for special assignments performed at the request of the Company.
Directors who are employees do not receive an annual retainer or a fee for
attendance at Board or committee meetings.
Under the Company's 1990 Director Stock Plan (the "Director Plan"),
non-employee directors receive an automatic annual award of shares of Class A
Stock equal in value to 50 percent of the total cash compensation, excluding
expense reimbursement, received by such directors. The shares are valued at
their closing price on the date of the annual shareholders meeting or, if no
shares were traded on such date, on the next preceding date on which the shares
were so traded. The total number of shares awarded in fiscal 2000 was 7,249
Class A shares at the per share market value of $17.4375. Under the Director
Plan, eligible directors may also elect to receive all or a portion of their
cash compensation in the form of Class A Stock. Seven of the eight eligible
directors currently have made this election.
The Company also has a Deferred Compensation Plan for Directors' Fees (the
"Deferred Plan"), in which non-employee directors are eligible to participate.
The purpose of the Deferred Plan is to provide eligible directors with
flexibility in their tax planning. Four directors currently participate in the
Deferred Plan.
Insurance with Respect to Indemnification of Directors and Officers
The By-Laws of the Company provide for indemnification of directors and
officers in connection with claims arising from service to the Company, to the
extent permitted under the New York State Business Corporation Law. The Company
carries insurance in the amount of $20,000,000 with Chubb Insurance Company and
the National Union Insurance Company at an annual premium of $103,000. The
current policy expires on November 14, 2001. No sums have been paid under this
policy.
III. Election of Directors
Ten (10) directors are to be elected to hold office until the next Annual
Meeting of Shareholders, or until their successors are elected and qualified.
Unless contrary instructions are indicated or the proxy is previously revoked,
it is the intention of management to vote proxies received for the election of
the persons named below as directors. Directors of each class are elected by a
plurality of votes cast by that class. If you do not wish your shares to be
voted for particular nominees, please so indicate in the space provided on the
proxy card, or follow the directions given by the telephone voting service or
the Internet voting site. THE HOLDERS OF CLASS A STOCK ARE ENTITLED TO ELECT 30%
OF THE ENTIRE BOARD. AS A CONSEQUENCE, THREE (3) DIRECTORS WILL BE ELECTED BY
THE HOLDERS OF CLASS A STOCK. THE HOLDERS OF CLASS B STOCK ARE ENTITLED TO ELECT
SEVEN (7) DIRECTORS.
All the nominees are currently directors of the Company, and were elected
to their present terms of office at the Annual Meeting of Shareholders held in
September 1999, except for John L. Marion, Jr. who was elected on November 1,
1999 by the Class A directors to fill the vacancy created by the resignation of
Thomas M. Taylor on October 29, 1999, and Naomi Seligman who has been nominated
by the Board as a Class B director. Gary J. Fernandes was a director since 1989,
and a member of the Audit Committee until his resignation from the Board on June
14, 2000. Except as otherwise indicated below, all of the nominees have been
engaged in their present principal occupations or in executive capacities with
the same employers for more than the past five years.
Bradford Wiley II, William J. Pesce and Josephine A. Bacchi have agreed to
represent shareholders submitting proper proxies by mail, via the Internet, or
by telephone, and to vote for the election of the nominees listed herein, unless
otherwise directed by the authority granted or withheld on the proxy cards, by
telephone or via the Internet. Although the Board of Directors has no reason to
believe that any of the persons named below as nominees will be unable or
decline to serve, if any such person is unable or declines to serve, the persons
named above may vote for another person at their discretion.
4
Directors to be Elected by Class A Shareholders
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[PHOTO] Larry Franklin, a director since 1994, became Chairman, Chief
Executive Officer and Director of Harte-Hanks, Inc., an
international direct marketing company, on May 5, 1999.
Previously, he was President, Chief Executive Officer and
Director. He is a Director of United Way of San Antonio and Bexar
County, and Southwest Foundation for Biomedical Research. Age 58.
[PHOTO] Henry A. McKinnell, a director since 1996, has been President,
Pfizer, Inc., a research-based pharmaceutical firm, since May
1999, and President, PPG Pfizer's global pharmaceutical business,
since January 1996. Previously, he served as Executive Vice
President and Chief Financial Officer of Pfizer, Inc., and
President of Pfizer's Medical Technology Group from 1993 to 1995.
He is a Director of Pfizer, Inc., and Dun & Bradstreet, Inc. He
is Vice Chairman of the Pharmaceutical Research and Manufacturers
of America, and Chairman of the Business-Higher Education Forum.
He is also a Trustee of the New York Police Foundation and the
New York Public Library. Age 57.
[PHOTO] John L. Marion, Jr., a director since 1999, is an investment
advisor with McVeigh & Co., an investment consulting company, and
has been associated with various members of the Bass family of
Fort Worth, Texas since 1990. Age 39.
Directors to be Elected by Class B Shareholders
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[PHOTO] Warren J. Baker, a director since 1993, has been President of
California Polytechnic State University since 1979 and was a
Member of the National Science Board from 1985 to 1994. He was a
Regent of the American Architectural Foundation from 1995 to
1998, and was Chair of the Board of Directors of the ASCE Civil
Engineering Research Foundation from 1989 to 1991. He is a Fellow
of the American Society of Civil Engineers; a Member of the Board
of Directors of the California Council on Science and Technology;
and Co-Chair of the California Joint Policy Council on
Agriculture and Higher Education. Age 62.
[PHOTO] H. Allen Fernald, a director since 1979, is President and Chief
Executive Officer of Down East Enterprise, Inc., a magazine and
book publisher. He is a member and past Chair of the University
of Maine President's Council, and Vice Chair of the Board of
Visitors; a Director of United Publishing, Inc.; Sun Journal
Publishing, Inc.; Foreside Company, Inc.; and University of Maine
Press. Age 68.
5
Directors to be Elected by Class B Shareholders
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[PHOTO] William J. Pesce has been President and Chief Executive Officer
and a director since May 1, 1998. He was previously Chief
Operating Officer since May 1997; Executive Vice President,
Educational and International Group since February 1996; and Vice
President, Educational Publishing since September 1989. He is a
Member of the Board of Overseers, The Stern School of Business at
New York University, and the Board of Directors of the
Association of American Publishers. Age 49.
[PHOTO] Naomi Seligman, a first time nominee for director, is a senior
partner and co-founder of Cassius Advisors, a management
consulting firm, since 1999. Previously, she was a co-founder and
senior partner of The Research Board for two decades. She is a
member of the Board of Directors of Asera, Inc.; Dun &
Bradstreet, Inc.; Exodus Communications; Martha Stewart Living
Omnimedia; Oblix; Sun Microsystems and Ventro, Inc. She is also a
trustee of the Boston Museum of Science, a member of the Merrill
Lynch Technology Advisory Board, and a member of the Committee of
200. Age 67.
[PHOTO] William R. Sutherland, a director since 1987, is Vice President,
Sun Microsystems, Inc., a manufacturer of network and computing
equipment, and was the Director of Sun Microsystems Laboratories
from July 1993 to October 1998. He was previously Deputy Director
since March 1991, and was Vice President and Treasurer,
Sutherland Sproull & Associates, Inc., an information and
technology consulting firm. He is a partner in Advanced
Technology Ventures, a venture capital firm, and a former
Director of Newmarket Venture Capital, PLC. Age 64.
[PHOTO] Bradford Wiley II, a director since 1979, has been Chairman of
the Board since January 1993, and was an editor in the College
Division from 1989 to 1998. He was previously a newspaper
journalist, viticulturist and winery manager. Age 59.
[PHOTO] Peter Booth Wiley, a director since 1984, is an author and
journalist. He is a Member of the Board of the Friends of the San
Francisco Public Library, and a member of the Boards of the Data
Center, and Schoolwise Press. Age 57.
6
Beneficial Ownership of Directors and Management
Set forth below are the shares of the Company's Class A and Class B Stock
beneficially owned by the current directors, and the executive officers named in
the Summary Compensation Table on page 11 and all directors and executive
officers of the Company as a group as of July 25, 2000. The percent of total
voting power reflected below represents the voting power on all matters other
than the election of directors, as described on page 1.
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Shares of Percent
Class A and Additional of
Class B Stock Shares Percent Total Deferred
Beneficially Beneficially of Voting Stock
Owned(1) Owned(2) Totals Class(1) Power Units(3)
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Warren J. Baker A 12,101 A 12,101 -- -- 736
B -- B -- -- --
H. Allen Fernald A 36,706 A 36,706 -- --
B 5,440 B 5,440 -- --
Larry Franklin A 19,490 A 19,490 -- -- 883
B -- B -- -- --
Timothy B. King(4) A 78,079 A 87,076 A 165,155 0.3% 0.1%
B -- B -- -- --
Stephen A. Kippur(4) A 188,924 A 150,544 A 339,468 0.7% 0.2%
B -- B -- -- --
John L. Marion, Jr. A 13,800 A 13,800 -- -- 883
B -- B -- -- --
Henry A. McKinnell A 16,216 A 16,216 -- -- 1,383
B -- B -- -- --
William J. Pesce(4) A 310,073 A 233,436 A 543,509 1.1% 0.3%
B -- B -- -- --
Richard S. Rudick(4) A 312,637 A 74,748 A 387,385 0.8% 0.2%
B 56,576 B 56,576 0.5% 0.3%
William R. Sutherland A 35,522 A 35,522 -- --
B -- B -- -- --
Robert D. Wilder(4) A 137,312 A 122,308 A 259,620 0.5% 0.2%
B 6,400 B 6,400 -- --
Bradford Wiley II
(5)(6)(8)(9)(10)(11) A 1,355,541 A 1,355,541 2.8% 0.8%
B 2,717,774 B 2,717,774 23.1% 16.3%
Peter Booth Wiley
(5)(6)(7)(8)(10)(11) A 1,381,647 A 1,381,647 2.8% 0.8%
B 2,716,974 B 2,716,974 23.1% 16.3%
All directors and executive A 5,445,691 A 811,474 A 6,257,165 12.5% 3.7%
officers as a group B 8,284,494 B 8,284,469 70.6% 49.4%
(16 persons)
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7
(1) In the table, percent of class was calculated on the basis of shares
beneficially owned as determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, compared with shares issued and
outstanding plus shares which might be issued pursuant to the exercise of
certain options. This table is based on the information provided by the
individual directors or executives.
(2) Options exercisable under the Company's stock option plans which may be
acquired on or before October 7, 2000.
(3) This amount represents the number of shares of Class A Common Stock
credited to the participating director's account pursuant to the Deferred
Compensation Plan for Directors' Fees, described on page 4. The shares will
be issued upon the director's retirement.
(4) Includes Class A shares of restricted stock subject to forfeiture awarded
under the Company's long-term incentive plans (see Summary Compensation
Table, footnote (a), page 12) as follows: Mr. Pesce - 145,774 shares; Mr.
Kippur - 44,772; Mr. Wilder - 8,246 shares; Mr. Rudick - 20,526 shares and
Mr. King - 20,785 shares.
(5) Bradford Wiley II and Peter Booth Wiley, as co-trustees with Deborah E.
Wiley, share voting and investment power with respect to 4,240,624 shares
of Class B Stock under trusts for the benefit of Bradford Wiley II, Deborah
E. Wiley, and Peter Booth Wiley. For purposes of this table, each is shown
as the owner of one-third of such shares.
(6) The totals shown for Bradford Wiley II and Peter Booth Wiley do not include
354,480 shares of Class B Stock which they have the right to acquire in
exchange for Class A Stock from certain persons upon any proposed
disposition of such Class B Stock, upon the deaths of such persons or upon
termination of a trust.
(7) Peter Booth Wiley, as co-trustee with Deborah E. Wiley, shares voting and
investment power with respect to 875,136 shares of Class A Stock and
583,424 shares of Class B Stock under a trust for the benefit of Bradford
Wiley II. For purposes of this table, Peter Booth Wiley is shown as the
owner of one-half of such shares.
(8) Peter Booth Wiley and Bradford Wiley II, as co-trustees, share voting and
investment power with respect to 875,136 shares of Class A Stock and
583,424 shares of Class B Stock under a trust for the benefit of Deborah E.
Wiley. For purposes of this table, each is shown as the owner of one-half
of such shares.
(9) Bradford Wiley II, as co-trustee with Deborah E. Wiley, shares voting and
investment power with respect to 875,136 shares of Class A Stock and
583,424 shares of Class B Stock under a trust for the benefit of Peter
Booth Wiley. For purposes of this table, Bradford Wiley II is shown as the
owner of one-half of such shares.
(10) Bradford Wiley II and Peter Booth Wiley, as co-trustees with Deborah E.
Wiley, share voting and investment power with respect to 55,072 shares of
Class A Stock and 36,720 shares of Class B Stock under the Trust of Esther
B. Wiley. For purposes of this table, each is shown as the owner of
one-third of these shares.
(11) Bradford Wiley II and Peter B. Wiley, as general partners of a limited
partnership with Deborah E. Wiley, share voting and investment power with
respect to 297,680 shares of Class B Stock owned by the partnership. For
purposes of this table, each is shown as the owner of one-third of such
shares.
- --------------------------------------------------------------------------------
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based on its review of the copies of such forms received by it, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, the Company believes that during fiscal 2000, all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.
8
IV. Executive Compensation
Executive Compensation Policies. The Company's executive compensation program is
administered by the Governance and Compensation Committee of the Board of
Directors (the "Committee") composed of four non-employee directors. The
objectives which guide the Committee in formulating its recommendations are to:
Report of the Governance and Compensation Committee
o Attract and retain executives of the highest caliber by compensating
them at levels which are competitive in the market place.
o Motivate and reward such executives based on corporate, business unit
and individual performance through compensation systems and policies
which include variable incentives.
o Align executives' and shareholders' interests through awards of equity
components dependent upon the performance of the Company and the
operating divisions, as well as the individual performance of each
executive.
Annually the Committee reviews a compensation survey as a guidepost to
determine whether the Company's compensation levels and programs are competitive
and meet the Committee's stated objectives. The most recent survey compiled by
Towers Perrin includes publishing companies regarded as comparable and for which
comparable data are available, as well as other companies in the northeast
region of the United States more comparable in size to the Company. The
Committee establishes and informs the Board of the total targeted compensation
and the proportion of the various components of the compensation program
including salary and targeted annual and long-term incentives, based upon each
executive's role in the Company and level of responsibilities.
The Committee believes that ordinarily it is in the best interest of the
Company to retain flexibility in its compensation programs to enable it to
appropriately reward, retain and attract executive talent necessary to the
Company's success. To the extent such goals can be met with compensation that is
designed to be deductible under Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), such as the Long Term Incentive Plan and the
Executive Annual Incentive Plan, each approved by the shareholders in September
1999, such compensation plans will be used. However, the Committee recognizes
that in appropriate circumstances, compensation that is not deductible under
Section 162(m) may be paid at the Committee's discretion.
Annual Executive Compensation. Annual executive compensation is comprised of
base salary and, if earned, a variable cash incentive. The annual incentive is
based on the achievement of quantitative financial performance goals, as well as
individual non-quantitative objectives. Targeted annual incentives for fiscal
2000 range from 70% of salary for Mr. Pesce and from 45% to 60% for other
executives. At the beginning of each fiscal year, the Committee establishes the
base salaries, the targeted incentives, the financial performance measures, and
objectives on which incentives may be earned, including the threshold or minimum
level of performance below which no incentives will be paid. Divisional
performance measures and targets are also set for certain executives with
divisional as well as corporate responsibilities.
At the end of the fiscal year, the Committee evaluates performance against
the financial goals and individual objectives, and approves and informs the
Board of the annual payout, if any, for each executive. No incentive is payable,
regardless of whether individual objectives are met or exceeded, unless the
threshold is reached on at least one financial measure. Payouts, if any, can
range from 25% to 175% of the targeted incentive depending upon the level of the
achievement of financial goals and individual objectives between threshold and
outstanding levels of performance. In fiscal 2000 on a weighted average basis,
performance against financial goals was substantially above target.
Long Term Executive Compensation. The long-term component of the compensation is
comprised of (i) a targeted variable incentive payable in cash and/or restricted
performance shares, and (ii) stock option grants of Class A Stock. At the
beginning of each fiscal year a new three-year cycle begins. The Committee
establishes for participants in the long-term plan the number of stock options
to be granted, the targeted incentive, the financial performance measures and
goals, and threshold and outstanding levels of performance that must be achieved
by the Company and, where relevant, the division for which the participant is
responsible.
9
At the end of the three fiscal-year cycle, the Committee evaluates
performance against the financial goals and determines the appropriate payout
for each executive and the portion to be paid in cash and/or restricted
performance shares. No long term incentive is payable unless the threshold is
reached on at least one financial measure. Payouts, if any, to individual
executives can range from 25% to 200% of the targeted incentive depending upon
the level of aggregate achievement between the threshold and outstanding levels
of financial performance.
Option grants are generally awarded on an annual basis, have terms of ten
years and generally vest as to 50% in the fourth year and 50% in the fifth year
from the date of grant. All employees' stock options have exercise prices which
are equal to the current market price of Class A Stock as of the grant date. The
ultimate value of the stock option grants is aligned with increases in
shareholder value and is dependent upon increases in the market price per share
over and above the grant price. In fiscal 2000, all executives, including Mr.
Pesce, received approximately 70% of their targeted long term incentive in stock
option awards.
Chief Executive Officer Compensation. Based on the Governance and Compensation
Committee's performance evaluation review of Mr. Pesce, the Committee
recommended and the Board approved a base salary increase for fiscal 2000 of
8.9% ($450,000 to $490,000) and an annual incentive award of $577,218,
representing 54% of the total annual compensation.
The performance review reflected the Company substantially exceeding its
financial goals, as well as certain strategic goals, including the successful
acquisitions of Jossey-Bass and the Pearson College titles, and Mr. Pesce's
contribution to those achievements.
Mr. Pesce also received a long term compensation payout of 54,400 shares of
restricted performance stock with the restrictions lapsing as to 50% at the end
of fiscal 2001 and 2002, respectively. This payout was based on the Company's
performance against income and cash flow goals. During fiscal 2000, Mr. Pesce,
as part of his long term compensation plan, received a grant of options to
purchase 100,000 shares of Class A Stock, exercisable as to 50,000 shares on and
after April 30, 2003, and 50,000 on and after April 30, 2004, at an option price
of $20.5625 per share, the market price at date of grant.
In approving the compensation reflected in the tables on page 11, the
Committee considered the Company's strong financial performance during fiscal
2000 and Mr. Pesce's achievement of important strategic objectives.
Governance and Compensation Committee
William R. Sutherland, Chairman
H. Allen Fernald Peter B. Wiley Henry A. McKinnell
10
Performance Graph
- --------------------------------------------------------------------------------
Cumulative Total Return - INDEXED
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]
1995 1996 1997 1998 1999 2000
-------- -------- -------- -------- -------- --------
John Wiley & Sons, Inc. Class A $ 100.00 $ 123.21 $ 107.59 $ 197.17 $ 288.84 $ 246.43
Dow Jones World
Publishing Index 100.00 128.98 145.58 216.28 231.74 236.05
Russell 1000 100.00 128.24 153.64 214.60 254.85 282.83
Russell 2000 100.00 130.85 128.87 181.42 162.61 190.20
- --------------------------------------------------------------------------------
The above graph provides an indicator of the cumulative total return to
shareholders of the Company's Class A Common Stock as compared with the
cumulative total return on the Russell 2000, the Russell 1000 and the Dow Jones
World Publishing Index, for the period from April 30, 1995 to April 30, 2000.The
Company has elected to use the Russell 1000 Index as its broad equity market
index, because it is now included as part of that index. Previously, the Company
was included as part of the Russell 2000 Index. Cumulative total return assumes
$100 invested on April 30, 1995 and reinvestment of dividends throughout the
period.
- --------------------------------------------------------------------------------
Summary Compensation Table
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
------------------------------ ------------------------ ----------
Other
Annual Restricted Securities All Other
Name and Compen- Stock Underlying LTIP Compen-
Principal Position Year Salary Bonus sation Awards(a) Option/SARs Payouts(b) sation(c)
- -----------------------------------------------------------------------------------------------------------------------
William J. Pesce 2000 $483,846 $577,218 $ 0 $948,600 100,000 $ -- $ 5,169
President, Chief Executive 1999 448,615 478,444 0 168,786 183,200 $ 63,648 $ 5,215
Officer and Director 1998 359,308 270,600 0 138,604 88,764 35,301 5,423
Stephen A. Kippur 2000 324,692 311,555 0 296,159 29,000 -- 8,042
Executive Vice President 1999 310,152 228,440 0 86,585 57,200 36,427 7,623
and President, 1998 298,460 188,303 0 150,565 57,348 38,354 7,854
Professional/Trade(d)
Robert D. Wilder 2000 273,154 237,515 0 206,181 24,000 -- 6,781
Executive Vice President 1999 261,000 186,910 0 94,401 40,000 35,597 5,224
and Chief Financial and 1998 246,923 138,927 0 150,509 39,892 38,335 7,408
Operations Officer
Richard S. Rudick 2000 204,769 145,571 0 121,086 14,000 -- 4,874
Senior Vice President 1999 196,769 112,572 0 55,884 23,600 21,064 4,655
and General Counsel 1998 188,154 83,327 0 77,525 23,436 19,748 4,925
Timothy B. King 2000 183,154 133,229 0 121,086 16,000 -- 4,966
Senior Vice President, 1999 171,769 105,106 0 58,270 23,600 21,972 4,524
Planning & Development(e) 1998 203,221 72,858 0 70,215 23,436 17,880 18,020
- -----------------------------------------------------------------------------------------------------------------------
The above table sets forth, for the fiscal years indicated, the compensation of
the CEO and the four other most highly compensated executive officers of the
Company.
11
(a) When awards of restricted stock are made pursuant to the Company's long
term incentive plans, the Committee may establish a period during which the
Class A shares of restricted stock shall be subject to forfeiture in whole
or in part if specified objectives or considerations are not met.
Restricted stock awards were made for achievement of financial performance
objectives for the respective three-year periods ended April 30, 2000,
April 30, 1999 and April 30, 1998. Other than stock issued for the period
ended April 30, 1998, the stock is non-voting and not eligible for
dividends until restrictions lapse. Restrictions lapse as to 50% at the end
of the first and second fiscal year, respectively, after the fiscal year in
which awarded. Restricted stock awards reflect the market value as of the
fiscal year-end indicated. Aggregate restricted stock holdings as of April
30, 2000 were as follows: Mr. Pesce - 141,618 shares valued at $2,469,464;
Mr. Kippur - 67,263 shares valued at $1,172,899; Mr. Wilder - 59,593 shares
valued at $1,039,153; Mr. Rudick - 18,708 shares valued at $326,221; and
Mr. King - 18,762 shares valued at $327,162.
(b) Under the Company's long term incentive plans, cash was not a component of
the long term plan for the period ended April 30, 2000, but cash awards
were made for the achievement of financial performance objectives for the
respective periods ended April 30, 1999 and 1998, as described in the
report of the Governance and Compensation Committee under the heading Long
Term Executive Compensation on page 11.
(c) Represents matching Company contributions to the Employee Savings Plan and
the Deferred Compensation Plan.
(d) Executive Vice President and President, Professional/Trade Publishing Group
effective July 27, 1998; Executive Vice President and Group President,
Professional, Reference and Trade Group prior to July 27, 1998.
(e) Mr. King's 1998 compensation includes an additional payment of $52,517
related to a temporary assignment with a foreign subsidiary of the Company.
Option/SAR Grants in Last Fiscal Year
- --------------------------------------------------------------------------------------------------------------------------
Individual Grants (a)
- ------------------------------------------------------------------------------------- Potential Realizable
% of Total Value at Assumed
Number of Options/SARs Annual Rates of Stock
Securities Granted to Appreciation for Option Term
Underlying Options/ Employees Exercise or Expiration ------------------------------
Name SARs Granted in Fiscal Year Base Price Date (b) 5% 10%
- --------------------------------------------------------------------------------------------------------------------------
William J. Pesce 100,000 23.8% $20.5625 June 22, 2009 $1,292,717 $3,275,740
Stephen A. Kippur 29,000 6.9% $20.5625 June 22, 2009 374,888 949,965
Robert D. Wilder 24,000 5.7% $20.5625 June 22, 2009 310,252 786,178
Richard S. Rudick 14,000 3.3% $20.5625 June 22, 2009 180,980 458,604
Timothy B. King 16,000 3.8% $20.5625 June 22, 2009 206,835 524,118
- --------------------------------------------------------------------------------------------------------------------------
The above table shows potential realizable value at assumed annual stock
appreciation rates of 5% and 10% over the ten-year term of the options. The
rates of appreciation are as required to be stated by the Securities and
Exchange Commission and are not intended to forecast possible future actual
appreciation, if any, in the Company's stock price. Future gains, if any, will
depend on actual future appreciation in the market price.
(a) The Company has in effect three shareholder approved plans, each of which
relates to Class A shares: the 1987 Incentive Stock Option and Performance
Stock Plan, the 1991 Key Employee Stock Plan, and the Long Term Incentive
Plan. The exercise price of all stock options is determined by the
Committee and may not be less than 100 percent of the fair market value of
the stock on the date of grant of the options. The Committee also
determines at the time of grant the period and conditions for vesting of
stock options. In the event of a change of control, as defined on page 15,
all outstanding options shall become immediately exercisable up to the full
number of shares covered by the option. No option grants have SARs
associated with the grants, and no SARs were granted during fiscal 2000.
(b) Options are subject to earlier termination in certain events relating to
termination of employment.
- -----------------------------------------------------------------------------------------------------------------------
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at Fiscal Year-End at Fiscal Year-End (b)
Shares Acquired Value ------------------------------- ------------------------------
Name on Exercise Realized (a) Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------
William J. Pesce 64,000 $996,000 233,436 798,012 $2,651,290 $3,101,549
Stephen A. Kippur 0 0 137,612 225,336 1,881,844 1,533,223
Robert D. Wilder 0 0 123,360 158,828 1,698,114 1,048,722
Richard S. Rudick 41,520 607,515 54,820 92,264 739,361 605,538
Timothy B. King 40,000 500,260 67,476 94,424 934,335 606,679
- -----------------------------------------------------------------------------------------------------------------------
The above table provides information as to options exercised by each of the
named executive officers during fiscal 2000 and the value of the remaining
options held by each executive officer at year end, measured using the closing
price of $17.4375 for the Company's Class A Common Stock on April 30, 2000.
12
(a) Market value of underlying shares at exercise minus the option price.
(b) Market value of underlying shares at fiscal year-end minus the option
price. These values are presented pursuant to SEC rules. The actual amount,
if any, realized upon exercise will depend upon the market price of the
Class A shares relative to the exercise price per share of the stock
options at the time of exercise.
- ----------------------------------------------------------------------------------------------------------------
Long Term Incentive Plans -- Awards in Last Fiscal Year
Estimated Future Payouts
under Non-Stock Priced-Based Plans (a)(b)
Number of Performance or ----------------------------------------
Shares, Units or Other Periods Until Threshold Target Maximum
Name Other Rights(#) Maturation or Payout (# or $) (# or $) (# or $)
- ----------------------------------------------------------------------------------------------------------------
William J. Pesce 20,000 May 1, 1999 to April 30, 2002 5,000 20,000 40,000
Stephen A. Kippur 5,000 May 1, 1999 to April 30, 2002 1,250 5,000 10,000
Robert D. Wilder 5,000 May 1, 1999 to April 30, 2002 1,250 5,000 10,000
Richard S. Rudick 2,800 May 1, 1999 to April 30, 2002 700 2,800 5,600
Timothy B. King 3,000 May 1, 1999 to April 30, 2002 750 3,000 6,000
- ----------------------------------------------------------------------------------------------------------------
Estimated future payments assuming financial performance targets are achieved
under the 2000 long-term incentive compensation plan for the named executives
are as indicated above.
(a) Financial performance targets and relative weighting of each target, as
well as the threshold, target and outstanding levels of performance, are
set at the beginning of the three-year plan cycle and include earnings per
share, income and cash flow targets, as defined, for the end of the
three-year period. For the fiscal 2000 long term plan, the amount of shares
earned will be based on financial targets established for fiscal 2002. No
long term incentive is payable unless the threshold is reached on at least
one financial measure.
(b) These awards consist of restricted performance shares. The Committee may,
in its discretion, direct that the payout be made wholly or partly in cash.
The restricted shares would vest as to 50% on April 30, 2003 and the
remaining 50% on April 30, 2004.
Executive Employment Agreements
In July 1994, the Company entered into employment agreements with William
J. Pesce, President and Chief Executive Officer, and two senior officers,
Messrs. Kippur and Wilder (collectively the "Executives"). Mr. Pesce's contract
was amended when he became President and Chief Executive Officer on May 1, 1998.
The contracts provide for base salaries (reflected in the Summary Compensation
Table on page 11), which may be increased by the Board, and for benefits and
incentive compensation as provided for senior officers generally, and as
described in the Committee's report above. Mr. Pesce's contract expires on May
1, 2001 and automatically renews for successive three-year terms in the absence
of notice by either party. Mr. Kippur's contract expires on April 30, 2002, and
automatically renews for successive two-year terms in the absence of notice by
either party to the contrary. If either contract is terminated by the Company
other than for cause, as defined, or if the Company decides not to renew for a
subsequent term, the Executive will be entitled to 36 months severance in the
case of Mr. Pesce, and 24 months in the case of Mr. Kippur. Severance includes
salary, benefits, pro-rated cash incentive payments at target levels, and
long-term incentives for plan cycles ending within one year after termination.
Mr. Wilder's contract was amended on May 1, 2000 in light of his planned
retirement on June 4, 2003, at which time it expires. The revised contract
provides that Mr. Wilder's employment is terminable only for cause and continues
Mr. Wilder's current base salary until his duties are transferred to a successor
(the transition date). After the transition date, Mr. Wilder will be entitled to
benefits as provided for senior officers generally, and certain consulting and
transition payments for the balance of the contract. If his duties are
transferred after September 30, 2000, Mr. Wilder will be entitled to FY2001
incentive compensation based on the timing of the transition date.
Except in the case of termination by the Company other than for cause, the
Executive is restricted from working for a competitor for twelve months after
termination. However, if any of the Executives resigns for "good reason" within
18 months following a "change of control," both as defined in the 1989
Supplemental Executive Retirement Plan ("SERP") (see page 15), the restriction
does not apply.
In connection with these agreements, the above named Executives received
certain restricted stock awards which vested one-third at the end of each of the
third, fourth and fifth years after the date of grant. In addition, the
Executive is required to retain ownership of the shares for an additional two
years after vesting. If the Executive is terminated by the Company other than
for cause, or the contract is not renewed by the Company, or if there is a
"change of control" as defined in the Long Term Incentive Plan (see Stock
Options, Performance Stock and Restricted Stock, page 15), any remaining
restrictions on transfer of the shares will lapse.
13
The Company also has agreements with Messrs. Rudick, King and other senior
vice presidents (the "Participants"), which provide for continuation of base
salary for a period of between 12 and 18 months in the event of termination by
the Company other than for cause. In the event of a "change of control," as
defined in the SERP, under certain circumstances the Participants may be
entitled to cash incentive payments at target level for the severance period.
Except in the case of termination by the Company other than for cause, or
termination for "good reason," as defined in SERP, following a "change of
control," the Participants are restricted from working for a competitor for a
period of four to six months after termination.
Retirement Plan
The following table shows the estimated annual retirement benefits payable
at normal retirement age to a covered participant who has attained the earnings
and years of service classifications indicated under the Company's
tax-qualified, non-contributory defined benefit retirement plan (the "Retirement
Plan") and non-qualified supplemental retirement plan (the "Supplemental
Retirement Plan"):
- --------------------------------------------------------------------------------
Average Years of Service
Highest -------------------------------------------------------------
Compensation 10 20 30 35
- --------------------------------------------------------------------------------
$100,000 $ 15,001 $ 30,003 $ 45,004 $ 52,505
200,000 31,701 63,403 95,104 110,955
300,000 48,401 96,803 145,204 169,405
400,000 65,101 130,203 195,304 227,855
500,000 81,801 163,603 245,404 286,305
600,000 98,501 197,003 295,504 344,755
700,000 115,201 230,403 345,604 403,205
800,000 131,901 263,803 395,704 461,655
- --------------------------------------------------------------------------------
Benefits shown above are computed as a single life annuity beginning at age
65 and are not subject to any deduction for offset amounts. The Retirement Plan
provides for annual normal retirement benefits equal to 1.17% of average final
compensation, not in excess of covered compensation, plus 1.67% of average final
compensation in excess of covered compensation, times years of service not to
exceed 35.
Average final compensation is the participant's average annual compensation
(taking into account 100% of the base pay plus 50% of incentive compensation and
overtime pay, but not including any other compensation included in the Summary
Compensation Table) during the highest three consecutive years ending December
31, 1995 (subject to certain limitations on compensation under the Code with
respect to tax-qualified plans). The Company may, but is not required to, update
from time to time the three-year period used to determine average final
compensation.
Covered compensation under the Retirement Plan is the average of the
taxable wage base in effect under the Social Security Act over the 35 year
period ending with the year the employee reaches his or her social security
retirement age (but excluding any increases in the taxable wage base after
1995). The Supplemental Retirement Plan provides benefits that would otherwise
be denied participants by reason of certain Code limitations on tax-qualified
plan benefits. Average final compensation and covered compensation are
determined under the Supplemental Retirement Plan in the same manner as under
the Retirement Plan, except that a participant's compensation is not subject to
the limitations under the Internal Revenue Code. Years of service under the
Retirement Plan and Supplemental Retirement Plan are the number of years and
months, limited to 35 years, worked for the Company and its subsidiaries after
attaining age 21.
The years of service for Messrs. Pesce, Kippur, Wilder, Rudick and King
under the Retirement Plan and Supplemental Retirement Plan as of April 30, 2000
(rounded to the nearest year), are 11, 21, 21, 22 and 13, respectively. Average
final compensation under the Retirement Plan for Messrs. Pesce, Kippur, Wilder,
Rudick and King as of April 30, 2000 was $272,354, $298,750, $251,489, $189,768,
and $163,826, respectively.
14
1989 Supplemental Executive Retirement Plan
The participants under the 1989 Supplemental Executive Retirement Plan
("SERP") are executives of the Company or its affiliates listed on a schedule to
the plan, as amended from time to time.
The basic SERP benefit (the "primary benefit") consists of ten annual
payments commencing on retirement (at or after age 65) determined by multiplying
the participant's base salary rate at retirement by 2.5, reducing the result by
$50,000 and dividing the remainder by five. The plan also provides for an
alternative early retirement benefit for participants who retire after age 55
with five years of service, a reduced payment for participants whose employment
is terminated prior to age 65 other than on account of death (and who do not
qualify for early retirement), and a survivor benefit for the beneficiaries of a
participant who dies prior to age 65 while employed by the Company or an
affiliate.
The estimated annual benefits under SERP payable over ten years upon
retirement at age 65 for Messrs. Pesce, Kippur, Wilder, Rudick and King are
$1,119,500, $343,900, $284,200, $126,300, and $134,900, respectively.
SERP provides the participants with a guaranteed total annual retirement
benefit beginning at age 65 for ten years (taking into account retirement
benefits under the Company's Retirement Plan, referred to above, the
Supplemental Retirement Plan and the primary benefit under SERP) of 50% to 65%
(depending on the executive's position with the Company) of average compensation
over the executive's highest three consecutive years. Under certain circum-
stances, if a participant works for a competitor within 24 months following
termination of employment, no further payments would be made to the participant
under SERP.
SERP also provides that following a change of control (defined in the same
manner as under the Company's stock option plans discussed below) and the
termination of the participant's employment without cause as defined, or a
termination by the participant for good reason as defined, the participant is
entitled to a lump sum payment of the then present value of his benefits under
SERP computed as if the participant had attained age 65 on the date of his
termination.
Stock Options, Performance Stock, and Restricted Stock
Under the Long Term Incentive Plan (the "Plan"), qualified employees are
eligible to receive awards that may include stock options, performance stock
awards and restricted stock awards as described in footnote (a) of the Summary
Compensation Table. No more than 8,000,000 shares may be issued over the life of
the Plan, and no incentive stock option may be granted after June 22, 2009.
Upon a "change of control," as defined, all outstanding options shall
become immediately exercisable up to the full number of shares covered by the
option. The Committee shall specify in a performance stock award whether, and to
what effect, in the event of a change of control, an employee shall be issued
shares of common stock with regard to performance stock awards held by such
employee. Following a change of control, all shares of restricted stock which
would otherwise remain subject to restrictions shall be free of such
restrictions.
A change of control is defined as having occurred if either (a) any
"person" hereafter becomes the beneficial owner, directly or indirectly, of 25%
or more of the Company's then outstanding shares of Class B Stock (and such
person did not have such 25% or more beneficial ownership on January 1, 1989)
and the number of shares of Class B Stock so owned is equal to or greater than
the number of shares of Class B Stock then owned by any other person; or (b)
individuals who constituted the Board of Directors on January 1, 1991 (the
"incumbent board") cease for any reason to constitute at least 64% of the full
board. Any person becoming a director subsequent to such date whose election or
nomination for election by the Company's shareholders was approved by a vote of
at least 64% of the directors comprising the incumbent board shall be considered
as though such person was a member of the incumbent board. The term "person"
includes any individual, corporation, partnership, group, or association other
than the Company, an affiliate of the Company, or any ESOP or other employee
benefit plan sponsored or maintained by the Company or any affiliate.
15
V. Proposal to Ratify Appointment of Independent Public Accountants
We will present a proposal at the Annual Meeting to ratify the appointment
by the Board of Directors, on the recommendation of its Audit Committee, of
Arthur Andersen LLP ("Arthur Andersen") as independent public accountants for
the Company for the fiscal year ending April 30, 2001. Although it is not
required to do so, the Board of Directors is submitting the selection of that
firm for ratification by the shareholders to ascertain their views on such
selection. Arthur Andersen has audited the Company's accounts since 1967. Arthur
Andersen has advised the Company that during such period neither that firm nor
any of its members has or has had any direct or any material indirect financial
interest in the Company or any of its subsidiaries. A representative of Arthur
Andersen is expected to be present at the Annual Meeting with the opportunity to
make a statement, if he desires to do so, and such representative is expected to
be available to respond to appropriate questions.
Unless contrary instructions are noted thereon, the proxies will be voted
in favor of the following resolution, which will be submitted at the Annual
Meeting:
"RESOLVED, that the appointment by the Board of Directors of Arthur
Andersen LLP as independent public accountants for the Company for the
fiscal year ending April 30, 2001, be and it hereby is ratified, confirmed
and approved."
The affirmative vote of a majority of the votes cast (each share of Class A
Stock being accorded one-tenth of one vote and each share of Class B Stock being
accorded one vote) is necessary for the adoption of the proposal. In the event
that the foregoing proposal is defeated, the adverse vote will be considered by
the Board of Directors in its selection of auditors for the following year.
However, because of the difficulty and expense of making any substitution of
auditors so long after the beginning of the current fiscal year, it is
contemplated that the appointment for the fiscal year ending April 30, 2001 will
be permitted to stand unless the Board of Directors finds other good reason for
making a change. If the proposal is adopted, the Board, in its discretion, may
still direct the appointment of new independent auditors at any time during the
fiscal year if the Board believes that such a change would be in the best
interests of the Company and its shareholders.
The Board of Directors recommends that you vote "FOR" the ratification of
the appointment of independent public accountants.
VI. Manner and Expenses of Soliciation
Since many of our shareholders are unable to attend the Annual Meeting, the
Board of Directors solicits proxies so that each shareholder has the opportunity
to vote on the proposals to be considered at the Annual Meeting.
Shareholders of record can vote and save the Company expense by using the
Internet or by calling the toll-free telephone number printed on the proxy card.
Voting instructions (including instructions for both telephonic and Internet
voting) are provided on the proxy card. The Internet and telephone voting
procedures are designed to authenticate shareholder identities, to allow
shareholders to give voting instructions and to confirm that shareholders'
instructions have been recorded properly. A Control Number, located on the proxy
card, will identify shareholders and allow them to vote their shares and confirm
that their voting instructions have been properly recorded. Shareholders voting
via the Internet should understand that there may be costs associated with
electronic access, such as usage charges from Internet access providers and
telephone companies, that must be borne by the shareholder.
If your shares are held in the name of a bank or broker, follow the voting
instructions on the form you receive from such record holder. The availability
of Internet and telephone voting will depend on their voting procedures.
If you do vote by Internet or telephone, it will not be necessary to return
your proxy card. If you do not choose to vote using these two options, you may
return your proxy card, properly signed, and the shares will be voted in
accordance with your directions. Shareholders are urged to mark the boxes on the
proxy card to indicate how their shares are to be voted. If no choices are
specified, the shares represented by that proxy card will be voted as
recommended by the Board of Directors.
16
If a shareholder does not return a signed proxy card, vote by the Internet,
by telephone or attend the Annual Meeting and vote in person, his or her shares
will not be voted. Any shareholder giving a proxy (including one given by the
Internet or telephone) has the right to revoke it at any time before it is
exercised by giving notice in writing to the Secretary of the Company, by
delivering a duly executed proxy bearing a later date to the Secretary (or by
subsequently completing a telephonic or Internet proxy) prior to the Annual
Meeting of Shareholders, or by attending the Annual Meeting and voting in
person. Attendance at the Annual Meeting will not in and of itself constitute
revocation of a proxy.
The Company will bear the costs of soliciting proxies. In addition to the
solicitation of proxies by use of the mails, some of the officers, directors and
other employees of the Company may also solicit proxies personally or by mail,
telephone or telefax, but they will not receive additional compensation for such
services. Brokerage firms, custodians, banks, trustees, nominees or other
fiduciaries holding shares of common stock in their names will be reimbursed for
their reasonable out-of-pocket expenses in forwarding proxy material to their
principals.
VII. Deadline for Submission of Shareholders Proposals
The By-Laws provide that if a shareholder intends to nominate a candidate
for election as a director, to submit a proposal for inclusion in the Company's
proxy statement, or to bring other business before the Annual Meeting, the
shareholder must deliver written notice of his or her intention to the Secretary
of the Company (or if notice is mailed, it must be received by the Secretary)
not less than 120 calendar days in advance of the date in the then current year
corresponding to the date of the previous year's annual meeting. If the date of
the annual meeting has been changed by more than 30 days, the notice must be
received a reasonable time before such new date. The notice must state the
shareholder's name, address, and number of Class A or Class B shares held, and
fully describe the business to be brought before the meeting. The notice must
comply with the By-Laws and include all other information that would be required
to be filed with the Securities and Exchange Commission, if with respect to the
proposed business, the shareholder was a participant in a solicitation subject
to Section 14 of the Securities Exchange Act of 1934. If the notice pertains to
the nomination of a candidate for election as a director, it must also include
the consent of the nominee to serve as a director of the Company if elected.
Proposals of shareholders intended to be presented at the 2001 Annual
Meeting (whether or not intended to be included in the Company's proxy statement
and related forms of proxy for that meeting) must be received by the Secretary
of the Company (at the address listed at the beginning of this Statement) no
later than May 24, 2001. Any proxies solicited by the Board of Directors for the
2001 Annual Meeting may confer discretionary authority to vote on any proposals
for which the Company has not received timely notice.
VIII. Other Matters
The Company has not received notice from any shareholder of its intention
to bring a matter before the Annual Meeting. At the date of this Proxy
Statement, the Board of Directors does not know of any other matter to come
before the meeting other than the matters set forth in the Notice of Meeting.
However, if any other matter, not now known, properly comes before the meeting,
the persons named on the enclosed proxy will vote said proxy in accordance with
their best judgment on such matter. Shares represented by any proxy will be
voted with respect to the proposals outlined above in accordance with the
choices specified therein or in favor of any proposal as to which no choice is
specified.
The Annual Report to Shareholders was mailed together with this Proxy
Statement to shareholders beginning August 8, 2000.
The Company will provide, without charge, a copy of its Annual Report to
Shareholders on Form 10-K filed with the Securities and Exchange Commission for
fiscal 2000, including the financial statements and the schedules thereto. All
such requests should be directed to Josephine A. Bacchi, Secretary, John Wiley &
Sons, Inc., 605 Third Avenue, New York, New York 10158.
17
It is important that your proxy be returned promptly, whether by mail, by
the Internet or by telephone. The proxy may be revoked at any time by you before
it is exercised. If you attend the meeting in person, you may withdraw any proxy
(including an Internet or telephonic proxy) and vote your own shares.
BY ORDER OF THE BOARD OF DIRECTORS
JOSEPHINE A. BACCHI
Secretary
New York, New York
August 8, 2000
18
[LOGO]
JW
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOHN WILEY & SONS, INC.
PROXY/VOTING INSTRUCTION CARD
The undersigned hereby appoints Bradford Wiley II, William J. Pesce and
Josephine A. Bacchi, as the proxies of the undersigned, with full power of
substitution to each of them, to vote the Class B Common Stock, which the signee
is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons,
Inc. and any and all adjournments thereof, to be held at the New York Helmsley
Hotel, Knickerbocker D Suite, 212 East 42nd Street, New York, New York, on
September 21, 2000, 9:30 A.M., Eastern Daylight Savings Time.
CLASS A SHARES
(Continued, and to be marked, dated and signed, on the other side)
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
JOHN WILEY & SONS, INC. -- ANNUAL MEETING, SEPTEMBER 21, 2000
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-888-426-7022 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this
call.
2. Via the Internet at www.proxyvoting.com/johnwiley and follow the
instructions.
or
3. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.
PLEASE VOTE
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" all nominees
and "FOR" Proposal 2.
- --------------------------------------------------------------------------------
Please mark your vote as indicated in this example [X]
1. The election as directors of all nominees listed below, except as marked to
the contrary:
(01) Larry Franklin
(02) Henry A. McKinnell
(03) John L. Marion, Jr.
With- For All
For hold Except
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any nominee(s), mark "For All
Except" and write the nominee(s') name(s) in the space provided below.
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of Arthur Andersen LLP as independent
accountants.
For Against Abstain
[_] [_] [_]
- --------------------------------------------------------------------------------
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
-------------------------------------------
Please be sure to sign and date Date
this Proxy in the box below.
- --------------------------------------------------------------------------------
_____Shareholder sign above_______________Co-holder (if any) sign above_________
CLASS A SHARES
------------------------------
Will attend Annual Meeting |_|
------------------------------
The Proxies are directed to vote as specified, and in their discretion on
all other matters which may come before the meeting or any adjournments thereof.
If no direction is given, this proxy will be voted "FOR" the Election of
Directors and "FOR" Proposal 2.
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
---------------------------------------------------------------------
* * * IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW * * *
---------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
----------------------------------------------
[GRAPHIC] VOTE BY TELEPHONE/INTERNET [GRAPHIC]
QUICK * * * EASY * * * IMMEDIATE
----------------------------------------------
Your telephone/internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
Please have this card handy when you call. You'll need it in front of you in
order to complete the voting process.
VOTE BY PHONE: You will be asked to enter the Control Number
(look below at right).
OPTION A: To vote as the Board of Directors recommends on ALL proposals, press
1. Your vote will be confirmed.
OPTION B: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9. To WITHHOLD FOR AN INDIVIDUAL NOMINEE,
PRESS 0 and listen to the instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, you must confirm your vote by pressing 1.
VOTE BY INTERNET: The web address is www.proxyvoting.com/johnwiley
You will be asked to enter the Control Number (look below at right).
If you vote by telephone or internet, DO NOT mail back your proxy.
THANK YOU FOR VOTING
Call * * * Toll Free * * * On a Touch Tone Telephone FOR TELEPHONE/
INTERNET VOTING:
1-888-426-7022 - ANYTIME CONTROL NUMBER
================
There is NO CHARGE to you for this call MMMMMMMMMMM
================
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOHN WILEY & SONS, INC.
PROXY/VOTING INSTRUCTION CARD
The undersigned hereby appoints Bradford Wiley II, William J. Pesce and
Josephine A. Bacchi, as the proxies of the undersigned, with full power of
substitution to each of them, to vote the Class B Common Stock, which the signee
is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons,
Inc. and any and all adjournments thereof, to be held at the New York Helmsley
Hotel, Knickerbocker D Suite, 212 East 42nd Street, New York, New York, on
September 21, 2000, 9:30 A.M., Eastern Daylight Savings Time.
CLASS B SHARES
(Continued, and to be marked, dated and signed, on the other side)
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
JOHN WILEY & SONS, INC. -- ANNUAL MEETING, SEPTEMBER 21, 2000
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-888-426-7033 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this
call.
2. Via the Internet at www.proxyvoting.com/johnwiley and follow the
instructions.
or
3. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.
PLEASE VOTE
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" all nominees and "FOR" Proposal
2.
- --------------------------------------------------------------------------------
Please mark your vote as indicated in this example [X]
1. The election as directors of all nominees listed below, except as marked to
the contrary:
(01) Warren J. Baker, (02) H. Allen Fernald,
(03) William J. Pesce, (04) Naomi Seligman,
(05) William R. Sutherland, (06) Bradford Wiley II and
(07) Peter Booth Wiley
With- For All
For hold Except
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any nominee(s), mark "For All
Except" and write the nominee(s') name(s) in the space provided below.
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of Arthur Andersen LLP as independent
accountants.
For Against Abstain
[_] [_] [_]
- --------------------------------------------------------------------------------
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
-------------------------------------------
Please be sure to sign and date Date
this Proxy in the box below.
- --------------------------------------------------------------------------------
_____Shareholder sign above_______________Co-holder (if any) sign above_________
CLASS B SHARES
------------------------------
Will attend Annual Meeting |_|
------------------------------
The Proxies are directed to vote as specified, and in their discretion on
all other matters which may come before the meeting or any adjournments thereof.
If no direction is given, this proxy will be voted "FOR" the Election of
Directors and "FOR" Proposal 2.
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
---------------------------------------------------------------------
* * * IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW * * *
---------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
----------------------------------------------
[GRAPHIC] VOTE BY TELEPHONE/INTERNET [GRAPHIC]
QUICK * * * EASY * * * IMMEDIATE
----------------------------------------------
Your telephone/internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
Please have this card handy when you call. You'll need it in front of you in
order to complete the voting process.
VOTE BY PHONE: You will be asked to enter the Control Number
(look below at right).
OPTION A: To vote as the Board of Directors recommends on ALL proposals, press
1. Your vote will be confirmed.
OPTION B: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9. To WITHHOLD FOR AN INDIVIDUAL NOMINEE,
PRESS 0 and listen to the instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, you must confirm your vote by pressing 1.
VOTE BY INTERNET: The web address is www.proxyvoting.com/johnwiley
You will be asked to enter the Control Number (look below at right).
If you vote by telephone or internet, DO NOT mail back your proxy.
THANK YOU FOR VOTING
Call * * * Toll Free * * * On a Touch Tone Telephone FOR TELEPHONE/
INTERNET VOTING:
1-888-426-7033 - ANYTIME CONTROL NUMBER
================
There is NO CHARGE to you for this call MMMMMMMMMMM
================