-----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, NsYUnHAM2xLVQopu/mmBxRmXxgJn6PoX8Drtc6PMENwXkQdM3AAFa7CIHrRPj1vy +zXMPK/E8ynsCQLfVV5ocg== 0000897423-94-000058.txt : 19941209 0000897423-94-000058.hdr.sgml : 19941209 ACCESSION NUMBER: 0000897423-94-000058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941208 SROS: NASD GROUP MEMBERS: A. A. BUTLER GROUP MEMBERS: ANNE MARIE BRATTON GROUP MEMBERS: BASS MANAGEMENT TRUST GROUP MEMBERS: BRATTON FAMILY FOUNDATION GROUP MEMBERS: DORT A. CAMERON III GROUP MEMBERS: DOUGLAS K. BRATTON GROUP MEMBERS: EBD, L.P. GROUP MEMBERS: JOHN L. MARION, JR. GROUP MEMBERS: JOHN POUND GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: NANCY L. BASS GROUP MEMBERS: PERRY R. BASS GROUP MEMBERS: PETER STERLING GROUP MEMBERS: THE AIRLIE GROUP L.P. GROUP MEMBERS: THOMAS M. TAYLOR GROUP MEMBERS: THOMAS W. BRIGGS 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: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [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: 94563722 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: UNKNOWN SIC - 0000 [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. 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 9)* 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) December 5, 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 703,166 shares, which constitutes approximately 11.2% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 6,280,752 shares outstanding. The number of outstanding shares reported on the Issuer's most recent quarterly report on Form 10-Q is 6,280,552. 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: 343,933 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 343,933 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 343,933 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.5% 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: 343,933 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 343,933 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 343,933 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.5% 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: 343,933 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.5% 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: 343,933 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 343,933 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 343,933 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.5% 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: -0- (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 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: -0- (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- (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% 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: -0- (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- (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% 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: -0- (1)(2) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 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: -0- (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- (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% 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: 3,000 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,000 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,200 (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 200 shares of the Issuer's Class B Common Stock into 200 shares of the Stock. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 6,280,752 shares of the Stock outstanding. 1. Name of Reporting Person: Peter Sterling 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: 4,000 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 4,000 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,000 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% 14. Type of Reporting Person: IN 1. Name of Reporting Person: John L. Marion, 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: 1,100 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,100 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,100 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% 14. Type of Reporting Person: IN 1. Name of Reporting Person: A. A. Butler 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: 1,000 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,000 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,000 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% 14. Type of Reporting Person: IN 1. Name of Reporting Person: Thomas W. Briggs 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: 500 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 500 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 500 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% 14. Type of Reporting Person: IN 1. Name of Reporting Person: Douglas K. Bratton 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: 500 (1) Number of Shares Beneficially 8. Shared Voting Power: 3,300 (2)(3) Owned By Each Reporting 9. Sole Dispositive Power: 500 (1) Person With 10. Shared Dispositive Power: 3,300 (2)(3) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,800 (1)(2)(3) 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% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as president of the Bratton Family Foundation with respect to 300 shares. (2) 3,000 shares are owned in joint tenancy with his wife, Anne M. Bratton. (3) Solely in his capacity as a trustee of a trust for the benefit of his minor son with respect to 300 shares. 1. Name of Reporting Person: Bratton Family Foundation 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: Texas 7. Sole Voting Power: 300 (1) Number of Shares Beneficially 8. Shared Voting Power: Owned By Each Reporting 9. Sole Dispositive Power: 300 (1) Person With 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 300 (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% 14. Type of Reporting Person: CO - ---------- (1) Power is exercised through its President, Douglas K. Bratton. 1. Name of Reporting Person: Anne Marie Bratton 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: 200 Number of Shares Beneficially 8. Shared Voting Power: 3,300 (1),(2) Owned By Each Reporting 9. Sole Dispositive Power: 200 Person With 10. Shared Dispositive Power: 3,300 (1),(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,500 (1)(2) 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% 14. Type of Reporting Person: IN - ---------- (1) Solely in her capacity as a trustee of a trust for the benefit of her minor son with respect to 300 shares. (2) 3,000 shares are owned in joint tenancy with her husband, Douglas K. Bratton 1. Name of Reporting Person: John Pound 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: 1,500 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,500 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500 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% 14. Type of Reporting Person: IN 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, Amendment No. 7 dated April 20, 1994, and Amendment No. 8 dated July 11, 1994 ("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. Items (a) -(c) of Item 2 are hereby partially amended by adding at the end thereof the following: As a result of the sale of all Stock held by TAG, TAG, EBD, TMT-FW, DAC, and TMT no longer shall be Reporting Persons for purposes of this and all future filings on Schedule 13D. As a result of their purchases of shares of Stock on September 26, 1994, Peter Sterling ("Sterling"), John L. Marion, Jr. ("Marion"), A. A. Butler ("Butler"), Thomas W. Briggs ("Briggs"), Douglas K. Bratton ("D. Bratton"), the Bratton Family Foundation ("Foundation"), Anne Marie Bratton ("A. Bratton") and John Pound ("Pound") are joining in the Schedule 13D as Reporting Persons. STERLING Sterling's principal occupation or employment is serving as Chief Financial Officer of S-L Financial Services. Sterling's business address is 3200 Texas Commerce Tower, Fort Worth, Texas 76102. MARION Marion's principal occupation or employment is serving as an executive of TAG. Marion's business address is 3200 Texas Commerce Tower, Fort Worth, Texas 76102. BUTLER Butler's principal occupation or employment is serving as Vice President and Chief Administrative Officer of Taylor & Co. Butler's business address is 3200 Texas Commerce Tower, Fort Worth, Texas 76102. BRIGGS Briggs' principal occupation or employment is serving as a director of Kelly, Hart & Hallman, a professional corporation. Briggs' business address is 2500 Texas Commerce Tower, Fort Worth, Texas 76102. Kelly, Hart & Hallman is a law firm and its business address is the same as that of Briggs'. D. BRATTON D. Bratton's principal occupation or employment is serving as an executive of TAG. D. Bratton's business address is 3200 Texas Commerce Tower, Fort Worth, Texas 76102. FOUNDATION Foundation is a Texas non-profit corporation. The principal business address of the Foundation, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. A. BRATTON A. Bratton's residence address is 47 Valley Ridge Road, Fort Worth, Texas 76107 and she is not presently employed. POUND Pound's principal occupation or employment is serving as an assistant professor of Harvard University. Pound's residence address is 245 Woodward Street, Newton, Massachusetts 02168. (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) $12,742,981.36 PRB Not Applicable Not Applicable NLB Not Applicable Not Applicable LMB Personal Funds(2) $12,742,981.36 WPH Personal Funds(2) $ 138,000.00 STERLING Personal Funds(2) $ 173,000.00 MARION Personal Funds(2) $ 47,575.00 BUTLER Personal Funds(2) $ 43,250.00 BRIGGS Personal Funds(2) $ 21,625.00 D. BRATTON/ Personal Funds(2) $ 160,025.00 A. BRATTON FOUNDATION Working Capital(3) $ 12,975.00 POUND Personal Funds(2) $ 64,875.00 (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. No material change. 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 343,933, which constitutes approximately 5.5% 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 343,933 shares of the Stock, which constitutes approximately 5.5% 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 343,933 shares of the Stock, which constitutes approximately 5.5% 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 343,933, which constitutes approximately 5.5% 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 3,200, which constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. STERLING The aggregate number of shares of the Stock that Sterling owns beneficially, pursuant to Rule 13d-3 of the Act, is 4,000, which constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) under the Act. MARION The aggregate number of shares of the Stock that Marion owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,100, which constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) under the Act. BUTLER The aggregate number of shares of the Stock that Butler owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,000, which constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) under the Act. BRIGGS The aggregate number of shares of the Stock that Briggs owns beneficially, pursuant to Rule 13d-3 of the Act, is 500, which constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) under the Act. D. BRATTON The aggregate number of shares of the Stock that D. Bratton owns beneficially, pursuant to Rule 13d-3, of the Act, as a joint tenant with A. Bratton is 3,000. The aggregate number of shares of the Stock that D. Bratton owns beneficially, pursuant to Rule 13d-3 of the Act, is 200. Because of his position as president of the Foundation, D. Bratton may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an additional 300 shares of the Stock, and because of his position as a trustee of a trust for the benefit of his minor son, D. Bratton may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an additional 300 shares of the Stock, which, together with the 200 shares of the Stock that he owns and the 3,000 shares of the Stock he owns as a joint tenant with A. Bratton, constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) under the Act. FOUNDATION The aggregate number of shares of the Stock that the Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 300, which constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) under the Act. A. BRATTON The aggregate number of shares of the Stock that A. Bratton owns beneficially, pursuant to Rule 13d-3 of the Act, as a joint tenant with D. Bratton is 3,000. The aggregate number of shares of the Stock that A. Bratton owns beneficially, pursuant to Rule 13d-3 of the Act, is 200. Because of her position as a trustee of a trust for the benefit of her minor son, A. Bratton may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an additional 300 shares of the Stock, which, together with the 200 shares of the Stock she owns and the 3,000 shares she owns as a joint tenant with D. Bratton, constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) under the Act. POUND The aggregate number of shares of the Stock that Pound owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,500, which constitutes less than 0.1% of the 6,280,752 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(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 343,933 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 343,933 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 343,933 shares of the Stock. WPH WPH has the power to vote or to direct the vote and to dispose or to direct the disposition of 3,000 shares of the Stock. STERLING Sterling has the power to vote or to direct the vote and to dispose or to direct the disposition of 4,000 shares of the Stock. MARION Marion has the power to vote or to direct the vote and to dispose or to direct the disposition of 1,100 shares of the Stock. BUTLER Butler has the power to vote or to direct the vote and to dispose or to direct the disposition of 1,000 shares of the Stock. BRIGGS Briggs has the power to vote or to direct the vote and to dispose or to direct the disposition of 500 shares of the Stock. D. BRATTON D. Bratton has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 200 shares of the Stock. As joint tenant with his wife, A. Bratton, D. Bratton has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,000 shares of the Stock. As a Trustee of a trust for the benefit of his minor son, D. Bratton has the shared power to vote or to direct the vote and to dispose or to direct the vote or dispose or direct the disposition of 300 shares of the Stock. As president of the Foundation, D. Bratton has the sole power to vote or to direct the disposition of 300 shares of the Stock. FOUNDATION Acting through its president, Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 300 shares of the Stock. A. BRATTON A. Bratton has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 200 shares of the Stock. As joint tenant with her husband, D. Bratton, A. Bratton ha the shared power to vote or to direct the vote and to dispose or direct the disposition of 3,000 shares of the Stock. As a Trustee of a trust for the benefit of her minor son, A. Bratton has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 300 shares of the Stock. POUND Pound has the power to vote or to direct the vote and to dispose or to direct the disposition of 1,500 shares of the Stock. (c) In the past 60 days, the Reporting Persons have purchased shares of the Stock in over-the-counter transactions on NASDAQ,as follows: REPORTING DATE NO. OF SHARES PRICE PER SHARE PERSON PURCHASED LMB 10/05/94 8,450 $43.79 BMT 10/05/94 8,450 43.79 LMB 10/11/94 2,950 43.78 BMT 10/11/94 2,950 43.78 LMB 10/12/94 2,000 43.87 BMT 10/12/94 2,000 43.87 LMB 10/24/94 2,500 43.63 BMT 10/24/94 2,500 43.63 LMB 12/05/94 10,000 43.38 BMT 12/05/94 10,000 43.38 On October 31, 1994, in a private transaction, TAG sold 29,350 shares of Stock to LMB at a price per share of $43.75 and 29,350 shares of Stock to BMT at a price per share of $43.75. (d) - (e) No material change. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION- SHIPS 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, previously filed with Amendment No. 3 Exhibit 99.3 -- Letter to the President and Chief Executive Officer of the Issuer, previously filed with Amendment No. 6 Exhibit 99.4 -- Press Release issued by the Issuer, previously filed with Amendment No. 8 Exhibit 99.5 -- Power of Attorney of A. A. Butler Exhibit 99.6 -- Power of Attorney of John Pound 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: December 7, 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) PETER STERLING (8) JOHN L. MARION, JR. (9) A. A. BUTLER (10) THOMAS W. BRIGGS (11) DOUGLAS K. BRATTON (12) ANNE MARIE BRATTON (13) JOHN POUND (14) 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 THE BRATTON FAMILY FOUNDATION By: Douglas K. Bratton, President By: /s/W. R. Cotham W. R. Cotham (12) (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. (8) A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of Peter Sterling previously has been filed with the Securities and Exchange Commission. (9) A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of John L. Marion, Jr. previously has been filed with the Securities and Exchange Commission. (10)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of A. A. Butler is being filed herewith. (11)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of Thomas W. Briggs previously has been filed with the Securities and Exchange Commission. (12)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of Douglas K. Bratton previously has been filed with the Securities and Exchange Commission. (13)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of Anne Marie Bratton previously has been filed with the Securities and Exchange Commission. (14)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of John Pound is being filed herewith. EXHIBIT INDEX EXHIBIT DESCRIPTION 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, previously filed with Amendment No. 3 Exhibit 99.3 -- Letter to the President and Chief Executive Officer of the Issuer, previously filed with Amendment No. 6 Exhibit 99.4 -- Press Release issued by the Issuer, previously filed with Amendment No. 8 Exhibit 99.5 -- Power of Attorney of A. A. Butler Exhibit 99.6 -- Power of Attorney of John Pound EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 9 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) PETER STERLING (8) JOHN L. MARION, JR. (9) A. A. BUTLER (10) THOMAS W. BRIGGS (11) DOUGLAS K. BRATTON (12) ANNE MARIE BRATTON (13) JOHN POUND (14) 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 THE BRATTON FAMILY FOUNDATION By: Douglas K. Bratton, President By: /s/W. R. Cotham W. R. Cotham (12) (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. (8) A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of Peter Sterling previously has been filed with the Securities and Exchange Commission. (9) A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of John L. Marion previously has been filed with the Securities and Exchange Commission. (10)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of A. A. Butler is being filed herewith. (11)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of Thomas W. Briggs previously has been filed herewith filed herewith. (12)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of Douglas K. Bratton previously has been filed with the Securities and Exchange Commission. (13)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of Anne Marie Bratton previously has been filed with the Securities and Exchange Commission. (14)A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of John Pound is being filed herewith. EX-99.5 3 Exhibit 99.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John Pound, has made, constituted and appointed, and by these presents does make, constitute and appoint W. R. Cotham, William P. Hallman, Jr. and Kevin G. Levy, and each of them, with full power of substitution, his true and lawful attorneys, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder respecting securities beneficially owned by him, including, but not limited to, Schedules 13D and 13G, Forms 3, Forms 4 and Forms 5. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by John Pound in favor of persons other than those named herein. John Pound agrees and represents to those dealing with his attorney-in-fact herein, W. R. Cotham, William P. Hallman, Jr. and Kevin G. Levy, that this Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. WITNESS THE EXECUTION HEREOF this 7th day of December, 1994. /s/ John Pound John Pound STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on this 7th day of December, 1994, by John Pound. /s/ Lynda Callaway Notary Public of the State of Texas My commission expires: August 28, 1997 EX-99.6 4 Exhibit 99.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, A. A. Butler, has made, constituted and appointed, and by these presents does make, constitute and appoint W. R. Cotham, William P. Hallman, Jr. and Kevin G. Levy, and each of them, with full power of substitution, his true and lawful attorneys, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder respecting securities beneficially owned by him, including, but not limited to, Schedules 13D and 13G, Forms 3, Forms 4 and Forms 5. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by A. A. Butler in favor of persons other than those named herein. A. A. Butler agrees and represents to those dealing with his attorney-in-fact herein, W. R. Cotham, William P. Hallman, Jr. and Kevin G. Levy, that this Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. WITNESS THE EXECUTION HEREOF this 7th day of December, 1994. /s/ A. A. Butler A. A. Butler STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on this 7th day of December, 1994, by A. A. Butler. /s/ Lynda Calloway Notary Public of the State of Texas My commission expires:August 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----