10-K/A 1 a10ka2002.txt 10-K/A 2002 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [x] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the transition period from to Commission file number 1-11507 JOHN WILEY & SONS, INC. (Exact name of Registrant as specified in its charter) NEW YORK 13-5593032 ---------------------------------- --------------------------------------- State or other jurisdiction of I.R.S. Employer incorporation or organization Identification No. 111 River Street, Hoboken, NJ 07030 ----------------------------------- --------------------------------------- Address of principal executive offices Zip Code Registrant's telephone number including area code (201) 748-6000 ---------------------------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------------------- ---------------------------------------- Class A Common Stock, par value $1.00 per share New York Stock Exchange Class B Common Stock, par value $1.00 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No____ ----------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K _____ The number of shares outstanding of the Registrant's Class A and Class B Common Stock, par value $1.00 per share as of May 31, 2002, was 50,169,182 and 11,639,564 respectively, and the aggregate market value of such shares of Common Stock held by non-affiliates of the Registrant as of such date was $989,951,417 based upon the closing market price of the Class A and Class B Common Stock. DOCUMENTS INCORPORATED BY REFERENCE The Registrant's Definitive proxy Statement to be filed with the Commission on or about August 8, 2002 for the Annual Meeting of Shareholders to be held on September 19, 2002, (the "2002 Proxy Statement") is, to the extent noted below, incorporated by reference in Part III. EXPLANATORY STATEMENT This Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2002 (the "Form 10-K") is being filed for the purpose of correcting a typographical error. The typographical error is included in Item 6 "Selected Financial Data" to the Form 10-K. Working Capital at April 30, 2002 currently provided as "$(57,316)(a)" should be replaced by "$(45,134)(c)". No other changes are being made by means of this filing. Item 6 The Company hereby amends Item 6 of the Form 10-K as follows: Selected Financial Data

John Wiley & Sons, Inc. and Subsidiaries Dollars in thousands except per share data For the years ended April 30 ---------------------------------------------------------------------------- 2002 2001 2000 1999 1998 --------------------------------------------------- --------------- -------------- --------------- --------------- -------------- Revenues $734,396 $613,790 $606,024 $519,164 $478,075 Operating Income 87,763(a) 95,424 89,004 63,654 40,864 Gain on Sale of Publishing Assets -- -- -- -- 21,292 Net Income 57,316 (a) 58,918 52,388 39,709 36,588(b) Working Capital (45,134)(c) (57,226)(c) (76,939)(c) 60,870 59,257 Total Assets 896,145 588,002 569,337 528,552 506,914 Long-Term Debt 235,000 65,000 95,000 125,000 125,000 Shareholders' Equity 276,650 220,023 172,738 162,212 160,751 --------------------------------------------------- --------------- -------------- --------------- --------------- -------------- Per Share Data Income Per Share Diluted .91 (a) .93 .81 .60 .55(b) Basic .94 (a) .97 .85 .63 .58(b) Cash Dividends Class A Common .18 .16 .14 .13 .11 Class B Common .18 .16 .13 .11 .10 Book Value-End of Year 4.48 3.62 2.85 2.60 2.51

-------------------------------------- (a) Fiscal 2002 includes an unusual charge to earnings amounting to approximately $12,312, or $7,683 after tax, equal to $0.12 per diluted share ($0.13 per basic share) relating to the relocation of the Company's headquarters, and includes lease payments on the vacated premises and the accelerated depreciation of leasehold improvements and certain furniture and fixtures and equipment based on revised estimates of useful lives. (b) Fiscal 1998 includes unusual items amounting to $9,713 after tax, equal to $0.14 per diluted share ($0.15 per basic share) relating to the gain on the sale of the domestic law publishing program, net of a write-down of certain intangible assets and other items. Excluding the unusual items, net income would have been $26,875, or $0.41 per diluted share and $0.43 per basic share. (c) Working capital is negative as a result of including in current liabilities the deferred subscription revenues related to journal subscriptions for which the cash has been received and which will be recognized into income as the journals are shipped or made available online to the customer, or over the term of the subscription as services are rendered. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JOHN WILEY & SONS, INC. ----------------------------------------------- (Company) By: /s/ William J. Pesce ----------------------------------------------- William J. Pesce President and Chief Executive Officer By: /s/ Ellis E. Cousens ----------------------------------------------- Ellis E. Cousens Executive Vice President and Chief Financial & Operations Officer By: /s/ Peter W. Clifford ----------------------------------------------- Peter W. Clifford Senior Vice President, Finance & Chief Accounting Officer