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. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
JOHN WILEY & SONS, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(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
1) Title of each class of securities to which transaction applies:
............................................................
2) Aggregate number of securities to which transaction applies:
............................................................
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
............................................................
4) Proposed maximum aggregate value of transaction:
............................................................
5) Total fee paid:
............................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
................................................
2) Form, Schedule or Registration Statement No.:
...........................
3) Filing party:
..........................................................
4) Date filed:
............................................................
- -------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
John Wiley & Sons, Inc. [LOGO] 605 Third Avenue
New York, NY 10158
(212) 850-6000
BRADFORD WILEY II
Chairman of the Board
August 8, 2001
TO OUR SHAREHOLDERS:
We cordially invite you to attend the 2001 Annual Meeting of Shareholders to
be held on Thursday, September 20, 2001 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 postage-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,
Bradford Wiley II
Chairman of the Board
John Wiley & Sons, Inc. [LOGO] 605 Third Avenue
New York, NY 10158
(212) 850-6000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 20, 2001
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 20, 2001 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 amend the 1990 Director Stock Plan.
3. To ratify the appointment by the Board of Directors of the Company's
independent public accountants for the fiscal year ending April 30, 2002.
4. 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, 2001 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:
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);
Visit the Internet website at www.proxyvoting.com/johnwiley; or
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, 2001
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 20, 2001 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,
2001 ('fiscal 2001'), are being first sent or given to
shareholders on August 8, 2001.
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 Amend and Restate the 1990 Director Stock
Plan, page 16
Report of Audit Committee, page 17
Proposal to Ratify Appointment of Independent Public
Accountants, page 18
Manner and Expenses of Solicitation of Proxies,
page 19
Deadline for Submission of Shareholder Proposals,
page 19
Other Matters, page 20
I. VOTING SECURITIES --
RECORD DATE --
PRINCIPAL HOLDERS
Only shareholders of record at the close of business on
July 25, 2001 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, 2001, there were
49,391,638 shares of Class A Common Stock, par value $1.00 per
share (the 'Class A Stock'), and 11,660,964 shares of Class B
Common Stock, par value $1.00 per share (the 'Class B Stock'),
issued and outstanding and entitled to vote.
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 proposals to amend and restate the 1990 Director Stock
Plan and to ratify the appointment of the auditors require
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
1
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.
The following table and footnotes set forth, at the close
of business on July 25, 2001, 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.
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------
PERCENT OF
CLASS OF COMMON STOCK PERCENT TOTAL VOTING
NAME AND ADDRESS STOCK OWNED BENEFICIALLY OF CLASS POWER
-----------------------------------------------------------------------------------------------------
Deborah E. Wiley A 1,400,434 2.8% 0.8%
605 Third Avenue B 2,781,288 23.8% 16.7%
New York, New York(1)(2)(4)(5)(6)
Peter Booth Wiley A 1,382,571 2.8% 0.8%
605 Third Avenue B 2,716,974 23.3% 16.4%
New York, New York(1)(2)(3)(5)(6)
Bradford Wiley II A 1,355,541 2.7% 0.8%
605 Third Avenue B 2,716,974 23.3% 16.4%
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 3,900,000 7.9% 2.3%
New York, NY
Investment Manager(8)
Pioneering Management Corporation A 3,672,550 7.4% 2.2%
Boston, MA
Investment Manager(8)
United States Trust Company of A 3,506,316 7.1% 2.1%
New York
New York, NY
Investment Manager(8)
Oppenheimerfunds, Inc. A 2,800,000 5.7% 1.7%
New York, NY
Investment Manager(8)
Theodore L. Cross and Certain A 2,410,704 4.9% 1.5%
Other Persons and Entities B 1,251,952 10.7% 7.5%
200 West 57th Street
New York, New York(9)
</Table>
-------------------------------------------------------------
(1) 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.
-------------------------------------------------------------
II. CERTAIN
INFORMATION
CONCERNING
THE BOARD
The Board of Directors is currently composed of ten
members. Two directors, Bradford Wiley II and Peter Booth
Wiley, are brothers.
The Board met seven times during fiscal 2001. Board
committees met a total of nine times during fiscal 2001 and
acted once by written consent. All incumbent directors
attended at least 93% 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 Mr. Fernald as Chairman, and Messrs. McKinnell
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 2001.
Audit Committee. The Audit Committee currently consists
of Mr. Franklin as Chairman, and Messrs. Baker, Fernald and
Marion. It assists the Board of Directors in fulfilling its
fiduciary responsibilities relating to the Company's annual
and quarterly financial statements, accounting policies, the
adequacy of disclosures, internal controls and reporting
practices of the Company and its subsidiaries, and the
sufficiency of auditing relative thereto. It evaluates and
recommends to the Board the selection of the independent
public accounting firm which is to be engaged to audit the
Company's financial statements, including reviewing and
discussing with such firm their independence and whether
providing any non-audit services is compatible with their
independence. 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 Board of Directors has adopted a charter for the
Audit Committee, which is attached as Exhibit A to this Proxy
Statement. All members of the committee are independent under
the rules of the Securities and Exchange Commission and the
New York Stock Exchange, currently applicable to the Company.
The Committee met twice during fiscal 2001.
Governance and Compensation Committee. The Governance and
Compensation Committee currently consists of Dr. McKinnell as
Chairman, Ms. Seligman, and Messrs. Sutherland 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
3
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 2001.
DIRECTORS'
COMPENSATION
Non-employee directors currently receive an annual
retainer of $30,000 and committee chairmen receive an
additional annual retainer of $3,000. No fees are paid for
attendance at meetings. Prior to May 1, 2001, non-employee
directors received an annual retainer of $15,000, $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') described more fully on page 16,
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 2001 was 5,683 Class A
shares at the per share market value of $21.75. 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.
Non-employee directors are eligible to participate in the
Company's Deferred Compensation Plan for Directors' Fees (the
'Deferred Plan'). The purpose of the Deferred Plan is to
provide eligible directors with flexibility in their tax
planning. Four directors currently participate.
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.
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 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
----------------------------------------------------------------
[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 on the Board of the Southwest Foundation for
Biomedical Research. Age 59.
[Photo] Henry A. McKinnell, a director since 1996, has been Chairman and
Chief Executive Officer of Pfizer, Inc., a research-based
pharmaceutical firm, since May 2001. He previously served as
President and Chief Executive Officer of Pfizer from January to
April 2001, and was President of PPG Pfizer's global
pharmaceutical business, since January 1996. He is a Director of
Pfizer, Inc.; Moody's Corporation; the Business Roundtable; the
Trilateral Commission; and the Stanford University Graduate
School of Business Advisory Council. He is Chairman of the
Pharmaceutical Research and Manufacturers of America, and
Chairman Emeritus of the Business-Higher Education Forum. He is
also a Trustee of the New York Police Foundation, the New York
Public Library, and the Economic Club of New York. Age 58.
[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 40.
DIRECTORS TO BE ELECTED BY CLASS B SHAREHOLDERS
----------------------------------------------------------------
[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 63.
[Photo] H. Allen Fernald, a director since 1979, is President and Chief
Executive Officer of Down East Enterprise, Inc., and Performance
Media LLP, both of which are magazine and book publishers. 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 69.
5
DIRECTORS TO BE ELECTED BY CLASS B SHAREHOLDERS
----------------------------------------------------------------
[Photo] William J. Pesce has been our 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 of The Stern
School of Business at New York University, and the Board of
Directors of the Association of American Publishers. Age 50.
[Photo] Naomi O. Seligman, a director since 2000, 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, an information technology
research group from 1975 to 1999. She is a member of the Board
of Directors of Asera, Inc.; The Dun & Bradstreet Corporation;
Exodus Communications, Inc.; Martha Stewart Living Omnimedia,
Inc.; Oblix, Inc.; Sun Microsystems, Inc. and Chemdex Ventro
Corporation. She is also a trustee of the Boston Museum of
Science and a member of the Committee of 200. Age 63.
[Photo] William R. Sutherland, a director since 1987, retired as a Vice
President, Sun Microsystems, Inc., a manufacturer of network and
computing equipment, in August 2000. He 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 65.
[Photo] Bradford Wiley II, a director since 1979, has been our Chairman
of the Board since January 1993, and was an editor in Higher
Education from 1989 to 1998. He was previously a newspaper
journalist, viticulturist and winery manager. Age 60.
[Photo] Peter Booth Wiley, a director since 1984, is an author and
journalist. He is a Member of the Board of the Friends and
Foundation of the San Francisco Public Library, and a member of
the Boards of the Data Center and Schoolwise Press. Age 58.
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, 2001. 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.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------------------------------------------
William J. A 52,582 A 80,966 A 133,548 0.3% 0.1%
Arlington B 16 B 16 -- --
Warren J. Baker A 12,101 A 12,101 -- -- 2,514.82
B -- B -- -- --
Ellis Cousens(4) A 6,000 A 6,000 -- --
B -- B -- -- --
H. Allen Fernald A 36,425 A 36,425 -- --
B 5,440 B 5,440 -- --
Larry Franklin A 19,490 A 19,490 -- -- 2,844.66
B -- B -- -- --
Timothy B. A 90,786 A 92,358 A 183,144 0.4% 0.1%
King(5) B -- B -- -- --
Stephen A. A 187,180 A 181,930 A 369,110 0.7% 0.2%
Kippur(5) B -- B -- -- --
John L. Marion, A 13,800 A 13,800 -- -- 2,601.13
Jr. B -- B -- -- --
Henry A. A 16,216 A 16,216 -- -- 3,689.67
McKinnell B -- B -- -- --
William J. A 334,528 A 338,568 A 673,096 1.4% 0.4%
Pesce(5) B -- B -- -- --
Richard S. A 319,148 A 90,022 A 409,170 0.8% 0.2%
Rudick(5) B 56,576 B 56,576 0.5% 0.3%
Naomi O. Seligman A 4,400 A 4,400 -- --
B -- B -- -- --
William R. A 37,682 A 37,682 -- --
Sutherland B -- B -- -- --
Robert D. A 137,312 A 98,804 A 236,116 0.5% 0.1%
Wilder(5) B 6,426 B 6,426 -- --
Bradford Wiley A 1,355,541 A 1,355,541 2.7% 0.8%
II(6)(7)(9)(10) B 2,716,974 B 2,716,974 23.3% 16.4%
(11)(12)
Peter Booth A 1,382,571 A 1,382,571 2.8% 0.8%
Wiley(6)(7)(8)(9) B 2,716,974 B 2,716,974 23.3% 16.4%
(11)(12)
All directors and A 5,507,802 A 963,172 A 6,470,974 12.8% 3.9%
executive B 8,283,694 B 8,283,694 71.0% 50.0%
officers as a
group
(18 persons)
</Table>
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, 2001.
(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) Executive Vice President and Chief Financial and
Operations Officer as of March 19, 2001.
(5) 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 -- 146,723 shares;
Mr. Kippur -- 35,595 shares; Mr. Wilder -- 0 shares;
Mr. Rudick -- 20,212 shares; Mr. King -- 20,412 shares;
and Mr. Arlington -- 17,877shares.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) 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.
(12) 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 2001, 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
Attract and retain executives of the highest caliber by
compensating them at levels which are competitive in the
market place.
Motivate and reward such executives based on corporate,
business unit and individual performance through
compensation systems and policies which include variable
incentives.
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 2001 range from 75% of salary for Mr. Pesce and from 50%
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 200%
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 2001 on a weighted average basis, performance against
financial goals was below 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 2001, 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 2001 of 16.1% ($490,000 to
$560,000) and an annual incentive award of $437,989,
representing 44% of the total annual compensation.
Mr. Pesce also received a long term compensation payout of
39,523 shares of restricted performance stock with the
restrictions lapsing as to 50% at the end of fiscal 2002 and
2003, respectively. This payout was based on the Company's
performance against income and cash flow goals. During fiscal
2001, 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, 2004, and 50,000 on and after April 30, 2005, at an
option price of $23.5625 per share, the market price at date of
grant.
In approving the compensation reflected in the tables on
page 11, the Committee considered Mr. Pesce's overall
leadership abilities; the Company's financial results in fiscal
year 2001; and the progress achieved on important strategic
objectives, particularly the Company's technology initiatives.
Governance and Compensation Committee
Henry A. McKinnell, Chairman
Naomi O. Seligman William R. Sutherland Peter B. Wiley
10
PERFORMANCE GRAPH
[PERFORMANCE GRAPH]
<Table>
<Caption>
1996 1997 1998 1999 2000 2001
---------------------------------------------------------
John Wiley &
Sons, Inc.
Class A $100.00 $ 87.32 $160.51 $234.42 $200.00 $216.23
Dow Jones World
Publishing Index 100.00 112.87 167.68 179.66 183.00 195.93
Russell 2000 100.00 98.48 138.65 124.27 145.36 139.35
Russell 1000 100.00 119.81 167.35 198.73 220.55 188.34
</Table>
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,
Russell 1000, and the Dow Jones World Publishing Index, for the
period from April 30, 1996 to April 30, 2001. The Company has
elected to use the Russell 2000 Index as its broad equity
market index because it is currently included in that index.
Previously, the Company was included as part of the Russell
1000 Index. Cumulative total return assumes $100 invested on
April 30, 1996 and reinvestment of dividends throughout the
period.
---------------------------------------------------------------
SUMMARY
COMPENSATION
TABLE
<Table>
<Caption>
LONG TERM COMPENSATION
-------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- ------------------------------ ----------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND COMPEN- RESTRICTED STOCK UNDERLYING LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARDS(a) OPTION/SARS PAYOUTS(b) SATION(c)
- -----------------------------------------------------------------------------------------------------------------------
William J. Pesce 2001 $546,538 $437,989 $0 $737,104 100,000 $ -- $ 5,677
President, Chief 2000 483,846 577,218 0 948,600 100,000 -- 5,169
Executive 1999 448,615 478,444 0 168,786 183,200 63,648 5,215
Officer and
Director
Stephen A. Kippur 2001 345,577 69,943 0 113,821 50,000 -- 10,455
Executive Vice 2000 324,692 311,555 0 296,159 29,000 -- 8,042
President 1999 310,152 228,440 0 86,585 57,200 36,427 7,623
and President,
Professional/Trade
Robert D. Wilder 2001 250,473 0 0 -- -- -- 4,364
Senior 2000 273,154 237,515 0 206,181 24,000 -- 6,781
Consultant(d) 1999 261,000 186,910 0 94,401 40,000 35,597 5,224
Richard S. Rudick 2001 213,269 109,683 0 92,131 20,000 -- 4,662
Senior Vice 2000 204,769 145,571 0 121,086 14,000 -- 4,874
President 1999 196,769 112,572 0 55,884 23,600 21,064 4,655
and General
Counsel
Timothy B. King 2001 193,077 100,943 0 92,131 16,000 -- 4,915
Senior Vice 2000 183,154 133,229 0 121,086 16,000 -- 4,966
President, 1999 171,769 105,106 0 58,270 23,600 21,972 4,524
Planning &
Development
William J. 2001 178,462 91,828 0 75,887 20,000 -- 5,354
Arlington 2000 170,923 122,706 0 97,929 14,000 -- 4,865
Senior Vice 1999 164,231 94,800 0 47,554 18,800 17,921 4,776
President,
Human Resources
- -----------------------------------------------------------------------------------------------------------------------
</Table>
The above table sets forth, for the fiscal years indicated, the
compensation of the CEO and the five 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, 2001, April 30, 2000 and
April 30, 1999. 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 earned.
Restricted stock awards reflect the market value as of the
fiscal year-end indicated. Aggregate restricted stock
holdings as of April 30, 2001 were as follows:
Mr. Pesce -- 114,400 shares valued at $2,133,560;
Mr. Kippur -- 33,892 shares valued at $632,086;
Mr. Wilder -- 0 shares valued at $0; Mr. Rudick -- 15,672
shares valued at $292,283; Mr. King -- 15,872 shares valued
at $296,013; and Mr. Arlington -- 13,608 shares valued at
$253,789.
(b) Under the Company's long term incentive plans, cash was not
a component of the long term plan for the periods ended
April 30, 2001 and 2000, but cash awards were made for the
achievement of financial performance objectives for the
period ended April 30, 1999, as described in the report of
the Governance and Compensation Committee under the heading
Long Term Executive Compensation on page 9.
(c) Represents matching Company contributions to the Employee
Savings Plan and the Deferred Compensation Plan.
(d) Executive Vice President and Chief Financial and Operations
Officer prior to January 1, 2001.
---------------------------------------------------------------
OPTION/SAR GRANTS IN
LAST FISCAL YEAR
<Table>
<Caption>
INDIVIDUAL GRANTS(a)
----------------------------------------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS/SARS ANNUAL RATES OF STOCK
NUMBER OF GRANTED TO APPRECIATION FOR
SECURITIES EMPLOYEES OPTION TERM
UNDERLYING OPTIONS/ IN FISCAL EXERCISE OR EXPIRATION -----------------------
NAME SARS GRANTED YEAR BASE PRICE DATE(b) 5% 10%
------------------------------------------------------------------------------------------------------------
William J. Pesce 100,000 17.7% $23.5625 June 21, 2010 $1,481,320 $3,753,660
Stephen A. Kippur 50,000 8.9% $23.5625 June 21, 2010 740,660 1,876,830
Robert D. Wilder 0
Richard S. Rudick 20,000 3.5% $23.5625 June 21, 2010 296,264 750,732
Timothy B. King 16,000 2.8% $23.5625 June 21, 2010 237,011 600,586
William J.
Arlington 20,000 3.5% $23.5625 June 21, 2010 296,264 750,732
</Table>
---------------------------------------------------------------
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 two shareholder approved plans,
each of which relates to Class A shares: 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 2001.
(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
<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY 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 18,080 $ 311,880 338,568 774,800 $3,623,783 $2,961,925
Stephen A. Kippur 66,144 $1,094,869 123,488 223,316 $1,555,554 $1,184,315
Robert D. Wilder 60,400 $1,219,973 98,804 122,984 $1,266,368 $ 807,002
Richard S. Rudick 7,744 $ 146,439 67,004 92,336 $ 903,741 $ 475,521
Timothy B. King 18,224 $ 320,404 68,852 90,824 $ 938,128 $ 480,916
William J.
Arlington 15,008 $ 300,160 61,878 81,362 $ 837,377 $ 388,868
</Table>
---------------------------------------------------------------
The above table provides information as to options exercised by
each of the named executive officers during fiscal 2001 and the
value of the remaining options held by each executive officer
at year end, measured using the closing price of $18.65 for the
Company's Class A Common Stock on April 30, 2001.
(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.
12
---------------------------------------------------------------
LONG TERM
INCENTIVE PLANS --
AWARDS IN LAST
FISCAL YEAR
<Table>
<Caption>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICED-BASED
PLANS(a)(b)
NUMBER OF PERFORMANCE OF ------------------------------
SHARES, UNITS OR OTHER PERIODS UNTIL THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS(#) MATURATION OR PAYOUT (#) (#) (#)
----------------------------------------------------------------------------------------------------
William J. Pesce 40,000 May 1, 2000 to April 30, 2003 10,000 40,000 80,000
Stephen A. Kippur 12,000 May 1, 2000 to April 30, 2003 3,000 12,000 24,000
Robert D. Wilder 0 0 0 0
Richard S. Rudick 6,000 May 1, 2000 to April 30, 2003 1,500 6,000 12,000
Timothy B. King 6,000 May 1, 2000 to April 30, 2003 1,500 6,000 12,000
William J.
Arlington 6,000 May 1, 2000 to April 30, 2003 1,500 6,000 12,000
----------------------------------------------------------------------------------------------------
</Table>
Estimated future payments assuming financial performance
targets are achieved under the 2001 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 2001 long term
plan, the amount of shares earned will be based on
financial targets established for fiscal 2003. 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, 2004 and the remaining 50% on
April 30, 2005.
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, 2004 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, provides
benefits as for senior officers generally, and for consulting
and transition payments.
In March 2001, the Company entered into an employment
agreement with Ellis E. Cousens, Executive Vice President and
Chief Financial and Operations Officer, which provides for base
salary of $375,000 per annum, which may be increased by the
Board, and for benefits and incentive compensation, as provided
for senior officers generally. The contract expires on
March 19, 2003, and automatically renews for subsequent two
year periods, in the absence of notice by either party. If the
contract is terminated by the Company other than for cause,
Mr. Cousens will be entitled to up to 24 months severance.
Pursuant to this agreement, at the commencement of his
employment Mr. Cousens also received a 'make-whole' payment of
$375,000; a non-qualified stock option for 40,000 Class A
shares at the fair market value of $19.27 per share; and a
restricted stock award for 6,000 Class A shares, both of which
vest at 100% on March 19, 2004.
Except in the case of termination by the Company other than
for cause, all of the aforementioned Executives are 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
13
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.
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
AND SUPPLEMENTAL
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'):
---------------------------------------------------------------
<Table>
<Caption>
------------------------------------------------------------------------------------
AVERAGE YEARS OF SERVICE
HIGHEST ----------------------------------------------------
COMPENSATION 15 20 25 30 35
-------------------------------------------------------------------------------------
$100,000 $ 22,385 $ 29,847 $ 37,308 $ 44,770 $ 52,232
200,000 $ 47,435 $ 63,247 $ 79,058 $ 94,870 $110,682
300,000 $ 72,485 $ 96,647 $120,808 $144,970 $169,132
400,000 $ 97,535 $130,047 $162,558 $195,070 $227,582
500,000 $122,585 $163,447 $204,308 $245,170 $286,032
600,000 $147,635 $196,847 $246,058 $295,270 $344,482
700,000 $172,685 $230,247 $287,808 $345,370 $402,932
800,000 $197,735 $263,647 $329,558 $395,470 $461,382
------------------------------------------------------------------------------------
</Table>
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 Internal
Revenue 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, King and Arlington under the Retirement Plan and
Supplemental Retirement Plan as of April 30, 2001 (rounded to
the nearest year), are 12, 22, 22, 23, 14, and 20,
respectively. Average final compensation under the Retirement
Plan and the Supplemental Retirement Plan for Messrs. Pesce,
Kippur, Wilder,
14
Rudick, King and Arlington as of April 30, 2001 was $272,354,
$298,750, $251,489, $189,768, $163,826 and $171,388
respectively.
1989 SUPPLEMENTAL
EXECUTIVE RETIREMENT
PLAN
The participants under the 1989 Supplemental Executive
Retirement Plan ('SERP'), as amended by the Board of Directors
on June 22, 2001, 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, King and Arlington are $1,171,700, $358,400,
$153,638, $126,600, $134,600, and $158,400, 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 circumstances, 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
AMEND AND
RESTATE THE
1990 DIRECTOR
STOCK PLAN
On June 22, 2001, the Board of Directors, subject to
approval of the shareholders, adopted the 1990 Director Stock
Plan, as Amended and Restated as of June 22, 2001 (the
'Restated Plan'). A copy of the Restated Plan is attached to
this Proxy Statement as Exhibit B. The present Plan provides
for the award annually of shares of the Company's Class A Stock
to each non-employee director, equal in value to 50 percent of
the total cash compensation for which he or she is eligible
(e.g., retainer fees), excluding expense reimbursement, and it
also permits a director to elect to receive stock in lieu of
all or a portion of his or her eligible cash compensation.
The Restated Plan will permit either the award of shares as
provided under the present plan, or in lieu thereof, annual
stock option grants. The number of shares subject to each
option will be determined by dividing (i) 150 percent of the
cash compensation which each non-employee director has received
(or would have received but for an election to receive stock in
lieu of his or her eligible cash compensation) for the period
beginning on the day following the Annual Meeting in the
preceding year and ending with the date of the just concluded
Annual Meeting by (ii) the closing price of the Stock as
reported by any exchange on which the Stock may be listed. The
purchase price of the shares will be the closing price of the
stock on the date of the grant.
Each option will be exercisable solely by the director
beginning on the date of the grant and expiring on the tenth
anniversary of the date of the grant. In the event of the
director's death, his or her estate or personal representative
will have the right to exercise the option.
Shares of stock subject to the option will be paid for at
the time of exercise. Payment may be made in cash, by the
delivery to the Company of Class A or Class B stock valued at
fair market value on the date of exercise, or a combination of
cash and stock.
No more than an aggregate of 100,000 shares of Class A
Common Stock will be delivered to non-employee directors or
their beneficiaries, and may be authorized and unissued or
treasury shares. Shares subject to unexercised portions of
terminated, cancelled or expired options granted under the
Restated Plan shall be deemed not to have been delivered for
purposes of determining the maximum number of shares available
for delivery under the Restated Plan. If any option is
exercised by tendering shares of stock to the Company as full
or partial payment in connection with the exercise of an
option, only the number of shares of stock issued net of the
shares tendered shall be deemed delivered for purposes of
determining the maximum number of shares available for delivery
under the Restated Plan.
The total number of shares of Class A Stock which may be
issued under the Restated Plan generally, and the number of
shares covered and the purchase price of any option granted
under the Restated Plan, shall be appropriately adjusted for
any change in the outstanding shares of Class A Stock through
recapitalization, stock split, stock dividend or other change
in the corporate structure or through merger or consolidation
in which the Company is the surviving corporation. Such
adjustments and the manner of application thereof shall be
determined by the Board in its discretion.
The holder of an option will not have any rights of a
shareholder with respect to the shares covered by his or her
option until a certificate for the shares has been issued upon
the exercise of the option.
The Board must determine annually, prior to the annual
meeting, whether to award shares or option grants. The Restated
Plan is administered by the Board and may be amended or
terminated at any time by action of the Board.
CERTAIN FEDERAL
INCOME TAX
CONSEQUENCES
The statements in the following paragraphs of the principal
U.S. federal income tax consequences of awards under the
Restated Plan are based on statutory authority and judicial and
administrative interpretations, as of the date of this Proxy
Statement, which are subject to change at any time (possibility
with retroactive effect). The law is technical and complex, and
the discussion below represents only a general summary.
Non-Qualified Stock Options. All stock options granted
under the Restated Plan are non-qualified stock options
('NSOs') (i.e., options that do not qualify as incentive stock
options ('ISOs') pursuant to Section 422 of the Internal
Revenue Code). A non-employee director who receives an NSO will
not recognize any taxable income upon the grant of such NSO.
However, the non-employee director generally will recognize
ordinary income upon exercise of an NSO in an amount equal to
the excess of the fair market value of the shares of the
Company's Class A
16
Stock at the time of exercise over the exercise price. As a
result of Section 16(b) of the Exchange Act, under certain
circumstances, the timing of income recognition may be
deferred (the 'Deferral Period'). Absent a written election
pursuant to Section 83(b) of the Internal Revenue Code filed
with the Internal Revenue Service within 30 days after the
date of transfer of such shares pursuant to the award,
recognition of income by the non-employee director will be
deferred until the expiration of the Deferral Period, if
any. A federal income tax deduction generally will be allowed
to the Company in an amount equal to the ordinary income
included by the non-employee director with respect to his or
her NSO, provided that such amount constitutes an ordinary and
necessary business expense to the Company and is reasonable. If
a non-employee director exercises an NSO by delivering shares
of the Company's Class A or Class B Stock, other than shares
previously acquired pursuant to the exercise of an ISO which is
treated as a 'disqualifying disposition' pursuant to
Section 421 of the Internal Revenue Code, the non-employee
director will not recognize gain or loss with respect to the
exchange of such shares, even if their then fair market value
is different from the individual's tax basis. The non-employee
director, however, will be taxed as described above with
respect to the exercise of the NSO as if he or she paid the
exercise price in cash and the Company likewise generally will
be entitled to an equivalent tax deduction.
Stock Awards. With respect to stock awards granted under
the Restated Plan, non-employee directors generally will
recognize ordinary income equal to the fair market value of the
Company's Class A Stock received. The Company generally will be
allowed a deduction for federal income tax purposes in an
amount equal to the ordinary income recognized by the
non-employee director, provided that such amount constitutes an
ordinary and necessary business expense and is reasonable.
On June 22, 2001, the Board awarded the following benefits
under the Restated Plan (subject to shareholder approval of the
plan) to the persons and groups identified below:
NEW PLAN BENEFITS TABLE
1990 DIRECTOR STOCK PLAN, AS AMENDED AND RESTATED AS OF
JUNE 22, 2001
<Table>
<Caption>
-------------------------------------------------------------------------
DOLLAR NUMBER
NAME AND POSITION VALUE($) OF UNITS
--------------------------------------------------------------------------
William J. Pesce, President,
Chief Executive Officer 0 0
Stephen A. Kippur, Executive
Vice President and President,
Professional/Trade 0 0
Robert D. Wilder, Senior
Consultant 0 0
Richard S. Rudick, Senior Vice
President and General Counsel 0 0
Timothy B. King, Senior Vice
President, Planning and
Development 0 0
William J. Arlington, Senior
Vice President, Human Resources 0 0
Executive Group 0 0
Non-Executive Director Group $360,000 18,950
Non-Executive Officer Employee
Group 0 0
- ---------------------------------------------------------------------------------------
</Table>
The closing price of the Company's Class A Stock on
July 25, 2001 was $20.59 per share.
Unless contrary instructions are noted, the proxy will be
voted in favor of the following resolution which will be
submitted at the meeting:
'RESOLVED, that the Company's 1990 Director Stock Plan,
as Amended and Restated as of June 22, 2001, as set forth in
Exhibit B of the Company's Proxy Statement dated August 8,
2001, be, and it hereby is, authorized and approved.'
The affirmative vote of a majority of 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
required for adoption of the Restated Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' APPROVAL OF
THE RESTATED PLAN.
VI. REPORT OF THE
AUDIT COMMITTEE
The following is the report of the Audit Committee of John
Wiley & Sons, Inc. with respect to the Company's audited
financial statements for the fiscal year ended April 30, 2001.
Review With Management. The Committee has reviewed and
discussed the Company's audited financial statements with
management.
Review and Discussions With Independent Auditors. The
Committee has discussed with Arthur Andersen LLP, the Company's
independent auditors, the matters required to be
17
discussed by SAS 61 (Communications with Audit Committees)
regarding the auditors judgments about the quality of the
Company's accounting principles as applied to its financial
reporting.
The Committee has also received written disclosures and the
letter from Arthur Andersen LLP required by Independence
Standards Board Standard No. 1 (Independence Discussions with
Audit Committees) and has discussed with Arthur Andersen their
independence.
Conclusion. Based on the review and discussions referred to
above, the Committee recommended to the Company's Board of
Directors that its audited financial statements be included in
the Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 2001 for filing with the Securities and
Exchange Commission.
Audit Committee
Larry Franklin, Chairman, Warren J. Baker, H. Allen
Fernald, John L. Marion, Jr.
AUDIT FEES
The following table sets forth the aggregate fees billed to
the Company for the fiscal year ended April 30, 2001 by the
Company's principal accounting firm, Arthur Andersen LLP:
<Table>
------------------------------------------------------------------
Audit Fees $540,300
Financial Information Systems
Design and Implementation Fees $ 0
All Other Fees $323,700
------------------------------------------------------------------
</Table>
The Audit Committee has considered whether the provision of
the services other than audit services referenced above is
compatible with the maintenance of the principal accountant's
independence.
VII. 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, 2002. 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
confirmed to the Company that they are independent of the
Company within the meaning of the Securities Act and the
requirements of the Independence Standards Board. 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, 2002, 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, 2002 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.
18
VIII. 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.
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 mail,
some of the officers, directors and other employees of the
Company may also solicit proxies personally or by mail,
telephone or facsimile, 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.
IX. 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
2002 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
19
beginning of this Statement) no later than May 23, 2002. Any
proxies solicited by the Board of Directors for the 2002 Annual
Meeting may confer discretionary authority to vote on any
proposals for which the Company has not received timely notice.
X. 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, 2001.
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 2001, 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.
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, 2001
20
EXHIBIT A
JOHN WILEY & SONS, INC.
AUDIT COMMITTEE
CHARTER
The Board of Directors of John Wiley & Sons, Inc. (the 'Company') has
established an Audit Committee (the 'Committee') with authority, responsibility
and specific duties as described in this charter. The Committee shall review and
reassess the adequacy of the charter at least annually and obtain the approval
of the Board of Directors.
PURPOSE
The Committee is to assist the Board of Directors in fulfilling its
fiduciary oversight responsibilities relating to the Company's financial
statements, accounting policies, the adequacy of disclosures, the financial
reporting process, the systems of internal accounting and financial controls,
and the sufficiency of auditing relative thereto. The Committee also maintains
financial oversight of the Company's retirement and other benefit plans.
The Committee is responsible for evaluating the quality, independence and
objectivity of the independent auditors and internal auditors. It is the
responsibility of the Committee to maintain free and open communication between
the Committee, independent auditors, the internal auditors and management of the
Company. The opportunity for the independent auditors and the internal auditors
to meet with the entire Board of Directors is not to be restricted. The
Committee is to ensure that the independent auditors are ultimately accountable
to it and to the Board of Directors, who have the ultimate authority and
responsibility to evaluate and select the independent auditors subject to
shareholders' approval and, when appropriate, to replace the independent
auditors.
In discharging its oversight role, the Committee is granted the authority to
investigate any activity of the Company and its subsidiaries, and all employees
are directed to cooperate as requested by members of the Committee. The
Committee is empowered to retain persons having special competence as necessary
to assist the Committee in fulfilling its responsibility.
MEMBERSHIP
The Committee shall consist of three or more members of the Board of
Directors including at least one member elected by the Class A Shareholders. All
Committee members shall be independent of management and the Company and shall
be financially literate in accordance with the applicable SEC and NYSE
regulations and policies. At least one member of the Committee shall in the
judgment of the Board have accounting or related financial management expertise.
MEETINGS
The Committee will meet at least twice a year, with additional meetings as
necessary to fulfill its responsibilities.
RESPONSIBILITIES
The following are the principal recurring duties of the Committee which will
be supplemented as appropriate:
Review and reassess, at least annually, the adequacy of the Committee
charter and obtain approval of the Board of Directors.
Prepare an annual report for the Board of Directors approval for inclusion
in the Company's annual proxy statement as required by the rules of the
Securities and Exchange Commission.
Request from the independent auditors at least annually a formal written
statement delineating all relationships between the auditors and the
Company consistent with
A-1
Independence Standards Board Standard No. 1, as may be modified or
supplemented; discuss with the independent auditors any such disclosed
relationships, including non-audit services, and their impact on the
auditors' independence; and recommend that the Board of Directors take
appropriate action in response to the independent auditors' statement to
satisfy itself of the auditors' independence.
Evaluate and recommend to the Board of Directors the selection of the
Company's independent auditors subject to shareholders' approval.
Review and discuss with the internal auditors and the independent auditors
the overall scope and plans for their respective audits and the estimated
fees therefor.
Review and discuss with management, the internal auditors, and the
independent auditors, the adequacy and effectiveness of the Company's
internal accounting and financial controls, including the Company's system
to monitor and manage risk, the quality of the financial and accounting
personnel, and any relevant recommendations and management's responses
thereto.
Make, or cause to be made, all necessary inquiries of management, the
independent auditors and the internal auditors concerning established
standards of corporate conduct and performance and deviations therefrom.
Annually, a report relative to compliance with the Company's code of
business conduct is to be furnished to the Committee.
Review the interim financial statements with management and the independent
auditors prior to the filing of the Company's Quarterly Report on
Form 10-Q. Also, the Committee shall discuss the results of the quarterly
review and any other matters required to be communicated to the Committee
by the independent auditors in accordance with Statement on Auditing
Standards No. 71, as modified or supplemented. The Chairman of the
Committee may represent the entire Committee for the purposes of this
review.
Review with management and the independent auditors the financial
statements to be included in the Company's Annual Report on Form 10-K
including their judgment about the quality, not just acceptability, of
accounting principles, the consistency of accounting policies, unusual
transactions, the reasonableness of significant estimates and judgments,
the clarity and completeness of the disclosures in the financial
statements, and any other matters required to be discussed by the Statement
on Auditing Standards No. 61, as modified or supplemented. Also, the
Committee shall discuss the results of the annual audit and any other
matters required to be communicated to the Committee by the independent
auditors, including any disagreements with management.
Recommend to the Board of Directors that the audited financial statements
be included in the Company's Annual Report on Form 10-K.
Review and evaluate the financial condition of the Company's retirement and
other benefit plans.
A-2
EXHIBIT B
JOHN WILEY & SONS, INC.
1990 DIRECTOR STOCK PLAN
AS AMENDED AND RESTATED AS OF JUNE 22, 2001
1. Purposes. The purposes of the 1990 Director Stock Plan as Amended and
Restated as of June 22, 2001 (the 'Plan') are to (a) attract and retain highly
qualified individuals to serve as directors of John Wiley & Sons, Inc. (the
'Company') and (b) to increase the Non-Employee Directors' (as defined below)
stock ownership in the Company.
2. Effective Date. The Plan shall be amended and restated effective as of
June 22, 2001, subject to the approval of the shareholders of the Company.
3. Participation. Only Non-Employee Directors shall be eligible to
participate in the Plan. A 'Non-Employee Director' is a person who is serving as
a director of the Company and who is not an employee of the Company or any
Subsidiary of the Company.
4. Fifty Percent Grant. The date of each Annual Meeting of Company
shareholders (each an 'Annual Meeting') is herein called a 'Measurement Date'.
Commencing with the annual meeting held in September 1991, as soon as
practicable after every Annual Meeting, each Non-Employee Director shall receive
shares of the Company's Class A common stock ('Stock'), rounded upward or
downward to the nearest whole share, equal in value to 50 percent of the cash
compensation which such Non-Employee Director has received (or would have
received but for an election pursuant to Section 6 below) from the Company for
services as a Non-Employee Director in respect of the period beginning on the
day immediately following the Annual Meeting in the preceding year and ending
with the date of the just concluded Annual Meeting (the latter being the
applicable Measurement Date). The value of the Stock for purposes of this
paragraph shall be determined as of the applicable Measurement Date and shall be
equal to the closing price for the Stock as reported by any exchange on which
the Stock may be listed on such date or, if no shares of the Stock were traded
on such date, on the next preceding date on which the Stock was so traded.
5. Stock Option Grant In Lieu of Fifty Percent Grant.
(a) Notwithstanding Section 4 above, prior to the Annual Meeting, the Board
of Directors of the Company (the 'Board') may determine that each Non-Employee
Director shall receive, in lieu of a Stock grant pursuant to Section 4 above, a
grant on the Measurement Date of a stock option to purchase shares of Stock in
an amount and price and on the terms and conditions hereafter set forth (an
'Option'). Subject to adjustment as provided in Section 10 below, the number of
shares of Stock subject to such Option shall be the result, rounded upward or
downward to the nearest whole share, determined by dividing (i) 150 percent of
the cash compensation which such Non-Employee Director has received (or would
have received but for an election pursuant to Section 6 below) from the Company
for services as a Non-Employee Director in respect of the period beginning on
the day immediately following the Annual Meeting in the preceding year and
ending with the date of the just concluded Annual Meeting (the latter being the
applicable Measurement Date) by (ii) the closing price for the Stock as reported
by any exchange on which the Stock may be listed on such date or, if no shares
of the Stock were traded on such date, on the next preceding date on which the
Stock was so traded. Subject to adjustment as provided in Section 10 below, the
purchase price of shares of Stock under each Option shall be a price per share
equal to the price set forth in clause (ii) of the preceding sentence.
(b) Each Option shall be exercisable solely by the Non-Employee Director (or
in the event of the Non-Employee Director's death, by his or her estate or
personal representative) beginning on the date of grant and shall expire on the
tenth anniversary of the date of grant.
(c) Shares of Stock subject to an Option shall be paid at the time the
Option is exercised and no shares shall be issued until such payment has been
received. Payment may be made (x) in cash, (y) by the delivery to the Company of
shares of Stock or the Company's Class B common stock (duly endorsed for
transfer) valued at fair market value on the date of exercise, or (z) by a
combination of cash and delivery of shares of Stock or Class B common stock
valued as herein provided. The Board
B-1
may, from time to time, restrict or impose limits and conditions on the use of
the Stock or the Class B common stock for payment.
6. Election To Receive Stock In Lieu Of Eligible Cash Fees. Subject to the
terms and conditions of the Plan, each Non-Employee Director may elect to forego
all or a portion of the cash compensation otherwise payable for services to be
rendered by such Non-Employee Director during the Director Year (as defined
below) which begins after the date on which such election is made, in increments
of 25%, 50%, 75% or 100% of such compensation, and to receive in lieu thereof
whole shares of Stock (rounded upward or downward to the nearest whole share),
as determined in accordance with Section 8 below. A 'Director Year' is the
twelve-month period beginning on April 1 of each calendar year and ending on
March 31 of the immediately following calendar year. An election under this
Section 6 to have cash compensation paid in shares of Stock shall be valid only
if it is in writing, signed by the Non-Employee Director, and filed with the
Corporate Secretary of the Company but, in any event, such election must be
irrevocable with respect to the Director Year to which it applies and must be
made no later than six months prior to the beginning of such Director Year.
Stock to be received by a Non-Employee Director pursuant to his or her election
shall be distributed to such Non-Employee Director at the end of each calendar
quarter.
7. Cash Compensation. For purposes of this Plan, cash compensation shall
mean the Non-Employee Director's annual retainer, the additional retainer
received by committee chairmen and the Non-Employee Director's fee for
attendance at meetings of the Board or of Board committees, but shall not
include a Non-Employee Director's expense reimbursements.
8. Equivalent Amount of Stock. The number of whole shares of Stock to be
distributed to a Non-Employee Director in accordance with such Non-Employee
Director' election made under Section 6 above shall be equal to:
(a) the amount of the cash compensation which the Non-Employee Director
has elected to forego in exchange for shares of Stock, divided by
(b) the closing price for the Stock as reported by any exchange on which
the Stock may be listed on the date of the regularly scheduled quarterly
meeting of the Board of Directors or, if no shares of Stock were traded on
such date, on the next preceding date on which the Stock was traded.
9. Shares Subject To The Plan. Subject to adjustment as provided in
Section 10 below, no more than an aggregate of 100,000 shares of Stock shall be
delivered to Non-Employee Directors or their beneficiaries under the Plan, which
may be authorized and unissued or treasury shares. Shares subject to unexercised
portions of terminated, cancelled or expired Options granted under the Plan
shall be deemed not to have been delivered for purposes of determining the
maximum number of shares available for delivery under the Plan. If any Option is
exercised by tendering shares of Stock to the Company as full or partial payment
in connection with the exercise of an Option under the Plan, only the number of
shares of Stock issued net of the shares tendered shall be deemed delivered for
purposes of determining the maximum number of shares available for delivery
under the Plan. The holder of an Option shall not have any of the rights of a
shareholder with respect to the shares covered by his or her Option until a
certificate for such shares shall be issued upon the due exercise of the Option.
10. Change In Capital Stock. The total number of shares of Stock which may
be issued under the Plan generally, and the number of shares covered and the
purchase price of any Option granted under the Plan, shall be appropriately
adjusted for any change in the outstanding shares of Stock through
recapitalization, stock split, stock dividend or other change in the corporate
structure or through merger or consolidation in which the Company is the
surviving corporation. Such adjustments and the manner of application thereof
shall be determined by the Board in its discretion. Any such adjustment may
provide for the elimination of any fractional share which might otherwise become
subject to an Option.
11. Dissolution, Liquidation Or Merger. In the event of a dissolution or
liquidation of the Company, or a merger or consolidation in which the Company is
not the surviving corporation, or in
B-2
the event of a sale of all or substantially all of the assets of the Company,
any outstanding Options hereunder shall terminate.
12. Nonassignability. No rights under the plan shall be assignable or
transferable by a Non-Employee Director other than by will or the laws of
descent and distribution.
13. Legal Requirements. The exercise of an Option, payment by delivery of
the Company's Stock or Class B common stock, the issuance of shares pursuant to
such exercise or otherwise pursuant to the Plan, and the subsequent transfer of
such shares shall be conditioned upon compliance with the listing requirements
of any securities exchange upon which the Stock or Class B common stock may be
listed, the requirements of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and the requirements of applicable
state laws relating to authorization, issuance or sale of securities. The Board
may take such measures as it deems desirable to secure compliance with the
foregoing.
14. Administration. The Board shall administer and interpret the Plan in its
sole discretion.
15. Construction; Amendment; Termination. This Plan shall be construed in
accordance with the laws of the State of New York and may be amended or
terminated at any time by action of the Board.
B-3
[Logo]
APPENDIX 1
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 A 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 20, 2001, 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 20, 2001
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-877-210-0269 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
[LOGO] Printed on recycled paper
The Board of Directors recommends a vote "FOR" all nominees and "FOR" Proposals 2 and 3. Please mark your
votes as indicated [X]
in this example
1. The election as directors of all nomi- With- For All For Against Abstain
nees listed below, except as marked For hold Except 2. Proposal to amend and restate the [ ] [ ] [ ]
to the contrary. 1990 Director Stock Plan.
[ ] [ ] [ ]
(01) Larry Franklin 3. Proposal to ratify the appointment [ ] [ ] [ ]
(02) Henry A. McKinnell of Arthur Andersen LLP as
(03) John L. Marion, Jr. independent accountants.
INSTRUCTION:To withhold authority to vote for any nominee(s), mark "For All
Except"and write that nominee(s)' name(s) in the space provided below.
CLASS A SHARES
-------------------------------
Will attend Annual Meeting [ ]
-------------------------------
The Proxies are directed to vote as specified, and in their discre-
Please be sure to sign and date ------------------- tion on all other matters which may come before the meeting or any
this Proxy in the box below Date adjournments thereof. If no direction is given, this proxy will be
- --------------------------------------------------------- voted "FOR" the Election of Directors and "FOR" Proposals 2 and 3.
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
- --Shareholder sign above--Co-holder(if any)sign above---- 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
VOTE BY TELEPHONE/INTERNET
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 ofDirectors 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.
When asked you must confirm your vote by pressing 1.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Item 3: 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
FOR TELEPHONE/
INTERNET VOTING:
CONTROL NUMBER
The TELEPHONE/INTERNET VOTING option closes at MIDNIGHT the day prior to the meeting date.
Call * * * Toll Free * * * On a Touch Tone Telephone
1-877-210-0269 - ANYTIME
There is NO CHARGE to you for this call
APPENDIX 2
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 A 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 20, 2001, 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 20, 2001
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-877-210-0269 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
[LOGO] Printed on recycled paper
The Board of Directors recommends a vote "FOR" all nominees and "FOR" Proposals 2 and 3. Please mark your
votes as indicated [X]
in this example
1. The election as directors of all nomi- With- For All For Against Abstain
nees listed below, except as marked For hold Except 2. Proposal to amend and restate the [ ] [ ] [ ]
to the contrary. 1990 Director Stock Plan.
[ ] [ ] [ ]
(01) Warren J. Baker, (02) H. Allen Fernald, 3. Proposal to ratify the appointment [ ] [ ] [ ]
(03) William J. Pesce, (04) Naomi O. Seligman of Arthur Andersen LLP as
(05) William R. Sutherland, (06) Bradford Wiley II and independent accountants.
(07)Peter Booth Wiley
INSTRUCTION:To withhold authority to vote for any nominee(s), mark "For All
Except"and write that nominee(s)' name(s) in the space provided below.
- -------------------------------------------------------------------------------
CLASS B SHARES
-------------------------------
Will attend Annual Meeting [ ]
-------------------------------
The Proxies are directed to vote as specified, and in their discre-
Please be sure to sign and date ------------------- tion on all other matters which may come before the meeting or any
this Proxy in the box below Date adjournments thereof. If no direction is given, this proxy will be
- --------------------------------------------------------- voted "FOR" the Election of Directors and "FOR" Proposals 2 and 3.
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
- --Shareholder sign above--Co-holder(if any)sign above---- 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
VOTE BY TELEPHONE/INTERNET
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.
When asked you must confirm your vote by pressing 1.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Item 3: 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
FOR TELEPHONE/
INTERNET VOTING:
CONTROL NUMBER
The TELEPHONE/INTERNET VOTING option closes at MIDNIGHT the day prior to the meeting date.
Call * * * Toll Free * * * On a Touch Tone Telephone
1-877-210-0269 - ANYTIME
There is NO CHARGE to you for this call