-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, F990Loo0a9mPCKWpQa8ZgCA3YPDT2+bzIgR/YSIOCZJQi3wgn5t4ZE676U+hf30N 4XXo9Hy1jqtKF6oMpYcGIA== 0000897423-94-000014.txt : 19940422 0000897423-94-000014.hdr.sgml : 19940422 ACCESSION NUMBER: 0000897423-94-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940421 GROUP MEMBERS: BASS MANAGEMENT TRUST GROUP MEMBERS: DORT A. CAMERON III GROUP MEMBERS: EBD L.P. GROUP MEMBERS: JOSEPH M. PALAZZOLO GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: NANCY L. BASS GROUP MEMBERS: PERRY R. BASS GROUP MEMBERS: THE AIRLIE GROUP L.P. GROUP MEMBERS: THOMAS M. TAYLOR GROUP MEMBERS: TMT-FW, INC. GROUP MEMBERS: WILLIAM P. HALLMAN, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILEY JOHN & SONS INC CENTRAL INDEX KEY: 0000107140 STANDARD INDUSTRIAL CLASSIFICATION: 2731 IRS NUMBER: 135593032 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16136 FILM NUMBER: 94523539 BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 2128506000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASS MANAGEMENT TRUST CENTRAL INDEX KEY: 0000900165 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 SC 13D/A 1 JOHN WILEY & SONS, INC. SCHED. 13D AMEND. NO. 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 7)* John Wiley & Sons, Inc. (Name of Issuer) Class A Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 968223206 (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 20, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 341,983 shares, which constitutes approximately 11.0% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 3,097,228 shares outstanding. The number of outstanding shares reported on the Issuer's most recent quarterly report on Form 10-Q is 3,097,128. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated October 1, 1993, as amended by Amendment No. 1 dated December 16, 1993, Amendment No. 2 dated February 17, 1994, Amendment No. 3 dated February 28, 1994, Amendment No. 4 dated March 7, 1994, Amendment No. 5 dated March 29, 1994, and Amendment No. 6 dated April 5, 1994 (the "Schedule 13D"), relating to the Class A Common Stock, par value $1.00 per share, of John Wiley & Sons, Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings ascribed to them in the Schedule 13D. Item 1. SECURITY AND ISSUER. No material change Item 2. IDENTITY AND BACKGROUND. No material change Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby partially amended by adding at the end thereof the following: On April 20, 1994, a representative of the Reporting Persons delivered the letter attached hereto as Exhibit 99.4, the text of which is incorporated by reference herein as if fully set forth herein, to the President and Chief Executive Officer of the Issuer. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. No material change Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii) Exhibit 99.2 -- Letter to the President and Chief Executive Officer of the Issuer Exhibit 99.3 -- Letter to the President and Chief Executive Officer of the Issuer Exhibit 99.4 -- Letter to the President and Chief Executive Officer of the Issuer After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: April 20, 1994 /s/W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) PERRY R. BASS (2) NANCY L. BASS (3) LEE M. BASS (4) THOMAS M. TAYLOR (5) DORT A. CAMERON III (6) WILLIAM P. HALLMAN, JR. (7) THE AIRLIE GROUP L.P., a Delaware limited partnership By: EBD L.P., a Delaware limited partnership, General Partner By: TMT-FW, INC., a Texas corporation, General Partner By: /s/W. R. Cotham W. R. Cotham, Vice President EBD L.P., a Delaware limited partnership By: TMT-FW, INC., a Texas corporation, General Partner By: /s/W. R. Cotham W. R. Cotham, Vice President TMT-FW, INC., a Texas corporation By: /s/W. R. Cotham W. R. Cotham, Vice President (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Perry R. Bass previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Nancy L. Bass previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Thomas M. Taylor previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Dort A. Cameron III previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of William P. Hallman, Jr. previously has been filed with the Securities and Exchange Commission. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: April 20, 1994 /s/Joseph Palazzolo EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith 99.2 Letter to the President and Chief Executive Officer of the Issuer, previously filed with Amendment No. 3 to the Schedule 13D 99.3 Letter to the President and Chief Executive Officer of the Issuer, previously filed with Amendment No. 6 to the Schedule 13D 99.4 Letter to the President and Chief Executive Officer of the Issuer, filed herewith EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 7 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. /s/W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) PERRY R. BASS (2) NANCY L. BASS (3) LEE M. BASS (4) THOMAS M. TAYLOR (5) DORT A. CAMERON III (6) WILLIAM P. HALLMAN, JR. (7) THE AIRLIE GROUP L.P., a Delaware limited partnership By: EBD L.P., a Delaware limited partnership, General Partner By: TMT-FW, INC., a Texas corporation, General Partner By: /s/W. R. Cotham W. R. Cotham, Vice President EBD L.P., a Delaware limited partnership By: TMT-FW, INC., a Texas corporation, General Partner By: /s/W. R. Cotham W. R. Cotham, Vice President TMT-FW, INC., a Texas corporation By: /s/W. R. Cotham W. R. Cotham, Vice President (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Perry R. Bass previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Nancy L. Bass previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Thomas M. Taylor previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Dort A. Cameron III previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of William P. Hallman, Jr. previously has been filed with the Securities and Exchange Commission. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. /s/Joseph Palazzolo EX-99.4 3 LETTER TO PRESIDENT AND CEO OF ISSUER April 20, 1994 Mr. Charles Ellis John Wiley & Sons, Inc. 605 Third Avenue New York, New York 10158-001 Dear Mr. Ellis: I have received your correspondence of April 6, in which you indicate that the Wiley Board's Committee on Directors may wish to review the five individuals we have submitted to the Company for nomination as Wiley Directors. We would certainly be open to participation in an equitable process for reviewing individuals for nomination to the Company's Class A slate. We understand that the Wiley Board and its Committee on Directors currently have a process for reviewing potential Board candidates. Based on our discussions, however, we do not believe that the present process provides a sufficiently direct say to Wiley's Class A holders in determining who will represent them on the Board. We believe that the present circumstances call for augmenting the Company's existing procedures. We would like to establish a process that deals fairly with board suggestions that are initiated by Class A shareholders, and that gives Class A shareholders a real voice in determining how such suggestions, once made, are ultimately acted upon. This was our goal in proposing a consolidated ballot process. This goal, moreover, takes on elevated importance at Wiley since, aside from the election of five directors (which comprise only one-third of the Board), the Class A shareholders have no other formal say in the Company's affairs. Under the consolidated ballot approach, the process of reviewing potential nominees suggested by Class A shareholders would start with the Company's usual internal review. But the Class A shareholders, and not the Board, would ultimately arbitrate director selection, should the Class A shareholders disagree with the outcome of the Company's internal review process. As far as we can see, there are no internal obstacles or external regulatory barriers that would preclude this approach at Wiley. Following, however, your rejection of our proposal for a consolidated ballot process, and your rejection also of our previous request that the Board extend the deadline for notice of director nominations by Class A shareholders, we were left with no choice but to avail ourselves of the right afforded all Class A shareholders--which is set out in the Company's bylaws and which has been in place since the Company's dual class share structure was established in 1982--to nominate directors for election to the Board by Class A shareholders. Our goal in making these nominations is to provide shareholders with meaningful direct input into the director selection process and with a real choice in the election of directors. Your letter of April 6 leaves us hopeful that we can move to establish a mutually acceptable process for reviewing Class A sponsored director candidates at Wiley. If such a process is developed, it would be appropriate to engage in a detailed review of our nominees. Until then, we intend to pursue the process that the Company has provided Class A shareholders in its bylaws to nominate and elect their own director candidates. We would like to set up a meeting to discuss these issues. In this connection, please feel free to contact me or my colleague, Doug Bratton, at any time. And, of course, members of the Wiley Board are welcome to do the same. Sincerely yours, Thomas M. Taylor -----END PRIVACY-ENHANCED MESSAGE-----