-----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, avGvExRDa7CEm8Hix3rY1awESkZvZrPgjIVbufJKVJk0aD8OTp/nWsEF66NUJ728 z+JehLQwykRPBwZg+fEF4A== 0000897423-94-000025.txt : 19940713 0000897423-94-000025.hdr.sgml : 19940713 ACCESSION NUMBER: 0000897423-94-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940712 GROUP MEMBERS: BASS MANAGEMENT TRUST GROUP MEMBERS: DORT A. CAMERON III GROUP MEMBERS: EBD L.P. 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: 94538490 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. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 8)* 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) July 11, 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 310,883 shares, which constitutes approximately 10.0% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 3,111,488 shares outstanding. The number of outstanding shares reported on the Issuer's most recent quarterly report on Form 10-K is 3,111,388. 1. Name of Reporting Person: The Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 77,696 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 77,696 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 77,696 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.5% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Perry R. Bass. 1. Name of Reporting Person: Perry R. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 77,696 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 77,696 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 77,696 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.5% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacities as sole trustee and as one of two trustors of The Bass Management Trust. 1. Name of Reporting Person: Nancy L. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 77,696 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.5% 14. Type of Reporting Person: IN - ---------- (1) Solely in her capacity as one of two trustors of The Bass Management Trust. 1. Name of Reporting Person: Lee M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 77,696 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 77,696 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 77,696 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.5% 14. Type of Reporting Person: IN 1. Name of Reporting Person: The Airlie Group L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 155,391 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 155,391 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 155,391 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, EBD L.P. 1. Name of Reporting Person: EBD L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 155,391 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 155,391 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 155,391 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person: PN - ---------- (1) Solely in its capacity as the sole general partner of The Airlie Group L.P. 1. Name of Reporting Person: Dort A. Cameron III 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 155,391 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 155,391 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 155,391 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as one of two general partners of EBD L.P., which is the sole general partner of The Airlie Group L.P. 1. Name of Reporting Person: TMT-FW, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 155,391 (1)(2) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 155,391 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 155,391 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person: CO - ---------- (1) Power is exercised through its President, Thomas M. Taylor. (2) Solely in its capacity as one of two general partners of EBD L.P., which is the sole general partner of The Airlie Group L.P. 1. Name of Reporting Person: Thomas M. Taylor 2. Check the Appropriate Box if a Member of a Group: (a) / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 155,391 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 155,391 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 155,391 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as President and sole shareholder of TMT-FW, Inc., which is one of two general partners of EBD L.P., which is the sole general partner of The Airlie Group L.P. 1. Name of Reporting Person: William P. Hallman, Jr. 2. Check the Appropriate Box if a Member of a Group: (a) / (b) / X / 3. SEC Use Only 4. Source of Funds: PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 100 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% (2) 14. Type of Reporting Person: IN - ---------- (1) Assumes the conversion of 100 shares of the Issuer's Class B Common Stock into 100 shares of the Stock. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 3,097,228 shares of the Stock outstanding. 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, Amendment No. 6 dated April 5, 1994, and Amendment No. 7 dated April 20, 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. Paragraph (a) of Item 2 is hereby partially amended by adding at the end thereof the following: As a result of the matters described in Item 4 hereof, JMP no longer shall be a Reporting Person for purposes of this and all future filings on Schedule 13D. Paragraphs (b) - (c) of Item 2 are hereby partially amended so as to delete information with respect to JMP. (d) - (f) No material change Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 hereby is amended in its entirety to read as follows: The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS BMT Trust Funds(1) $4,567,566.00 PRB Not Applicable Not Applicable NLB Not Applicable Not Applicable LMB Personal Funds(2) $4,567,566.00 TAG Working Capital(3) $9,135,076.61 EBD Not Applicable Not Applicable DAC Not Applicable Not Applicable TMT-FW Not Applicable Not Applicable TMT Not Applicable Not Applicable WPH Personal Funds(2) $ 8,250.00 (1) As used herein, the term "Trust Funds" includes income from the various investments of the trust plus sums borrowed from banks and brokerage firm margin accounts for general purposes. None of the funds reported herein as "Trust Funds" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (2) As used herein, the term "Personal Funds" may include sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (3) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby partially amended by adding at the end thereof the following: As described in the Issuer's public statement, a copy of which is attached hereto as Exhibit 99.4, the Reporting Persons currently intend to vote their shares in favor of the Issuer's five Class A director nominees at the 1994 annual meeting in September. 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. Paragraphs (a) - (b) of Item 5 hereby are amended in their entireties to read as follows: (a) BMT The aggregate number of shares of the Stock that BMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 77,696, which constitutes approximately 2.5% of the outstanding shares of the Stock. PRB Because of his positions as Trustee and as a Trustor of BMT, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 77,696 shares of the Stock, which constitutes approximately 2.5% of the outstanding shares of the Stock. NLB Because of her position as a Trustor of BMT, NLB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 77,696 shares of the Stock, which constitutes approximately 2.5% of the outstanding shares of the Stock. LMB The aggregate number of shares of the Stock that LMB owns beneficially, pursuant to Rule 13d-3 of the Act, is 77,696, which constitutes approximately 2.5% of the outstanding shares of the Stock. TAG The aggregate number of shares of the Stock that TAG owns beneficially, pursuant to Rule 13d-3 of the Act, is 155,391, which constitutes approximately 5.0% of the outstanding shares of the Stock. EBD Because of its position as the sole general partner of TAG, EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 155,391 shares of the Stock, which constitutes approximately 5.0% of the outstanding shares of the Stock. DAC Because of his position as one of two general partners of EBD, the sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 155,391 shares of the Stock, which constitutes approximately 5.0% of the outstanding shares of the Stock. TMT-FW Because of its position as one of two general partners of EBD, the sole general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 155,391 shares of the Stock, which constitutes approximately 5.0% of the outstanding shares of the Stock. TMT Because of his position as the President and sole shareholder of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 155,391 shares of the Stock, which constitutes approximately 5.0% of the outstanding shares of the Stock. WPH The aggregate number of shares of the Stock that WPH owns beneficially, pursuant to Rule 13d-3 of the Act, is 100, which constitutes less than 0.1% of the 3,097,228 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. To the best of the knowledge of each of the Reporting Persons, other than is set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) BMT Acting through its Trustee, BMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 77,696 shares of the Stock. PRB In his capacity as Trustee of BMT, PRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 77,696 shares of the Stock. NLB NLB has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. LMB LMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 77,696 shares of the Stock. TAG Acting through its sole general partner, TAG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 155,391 shares of the Stock. EBD As the sole general partner of TAG, EBD has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 155,391 shares of the Stock. DAC As one of two general partners of EBD, which is the sole general partner of TAG, DAC has shared power to vote or to direct the vote and to dispose or to direct the disposition of 155,391 shares of the Stock. TMT-FW As one of two general partners of EBD, which is the sole general partner of TAG, TMT-FW has shared power to vote or to direct the vote and to dispose or to direct the disposition of 155,391 shares of the Stock. TMT As the President and sole shareholder of TMT-FW, which is one of two general partners of EBD, which is the sole general partner of TAG, TMT has shared power to vote or to direct the vote and to dispose or to direct the disposition of 155,391 shares of the Stock. WPH WPH has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. (c) - (e) 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 -- Press Release issued by 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: July 11, 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. 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 Press Release issued by the Issuer, filed herewith EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 8 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. EX-99.4 3 PRESS RELEASE ISSUED BY THE ISSUER Exhibit 99.4 JOHN WILEY BOARD NAMES CLASS A DIRECTOR NOMINEES New York, N.Y., July 11, 1994. John Wiley & Sons, Inc., publishers, announced today that the company's Board of Directors has selected five independent candidates for election as Class A directors at the company's 1994 annual meeting of shareholders, scheduled to be held on September 14, 1994. The candidates are John J. Cullinane, President of The Cullinane Group, Inc., an investment firm, and formerly CEO of Cullinet Software, Inc.; Larry D. Franklin, President and CEO of Harte- Hanks Communications, Inc.; John S. Herrington, currently a consultant and attorney, and formerly Chairman of the Board of Harcourt Brace Jovanovich; Chester O. Macey, Executive Vice President of TRW, Inc. and General Manager of its Steering Systems Group; and Thomas M. Taylor, President of Thomas M. Taylor & Co., an investment firm. All five candidates were recommended by the Board's Committee on Directors after an extensive search and following constructive dialogue with major owners of the company's Class A shares, including members and associates of the Bass family of Fort Worth, Texas. Commenting on the selection, Charles R. Ellis, President and CEO, said, "We are pleased by the results of the director selection process. All of Wiley's continuing directors look forward to working with the new Class A nominees as we continue our efforts to build value for all of the company's owners." Wiley recently reported fiscal 1994 results which included a 57% increase in earnings over fiscal 1993 to $12.1 million following a 150% earnings increase in fiscal 1993 over fiscal 1992. Revenues increased by 8% in fiscal 1994 to $294.3 million. In addition to the five new directors to be elected at the annual meeting by Class A shareholders, eleven directors are expected to be proposed for election by Class B shareholders. The Wiley family, which has been active in the company since 1807, owns a majority of the outstanding Class B shares and, therefore, is the company's controlling shareholder. Founded in 1807, John Wiley & Sons, Inc., is an independent, global publisher of print and electronic media products, specializing in scientific and technical books and journals; professional and consumer books and subscription services; and textbooks and educational materials for colleges and universities. It has publishing, marketing and distribution centers in the United States, Canada, Europe, Asia and Australia. The company's Class A Shares are listed on the Nasdaq Stock Market's National Market under the symbol WILLA and the Class B Shares are listed on the Nasdaq Stock Market's SmallCap Market under the symbol WILLB. -----END PRIVACY-ENHANCED MESSAGE-----