SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
March 7, 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 300,983 shares,
which constitutes approximately 9.8% of the total number of shares
outstanding. All ownership percentages set forth herein assume
that there are 3,069,796 shares outstanding. The number of
outstanding shares reported on the Issuer's most recent quarterly
report on Form 10-Q is 3,069,696.<PAGE>
<PAGE>
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, and
Amendment No. 3 dated February 28, 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 March 2, 1994, the Issuer wrote the Reporting Persons to
turn down the Reporting Persons' proposal for a director
identification process involving Class A shareholders, and for a
consolidated ballot for the election of Class A directors at the
Issuer's 1994 annual meeting. The Reporting Persons consequently
currently intend to consult with other shareholders and potential
director candidates in connection with the possible nomination of up
to five Class A director candidates in accordance with the
procedures specified in the Issuer's bylaws.
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.<PAGE>
<PAGE>
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: March 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)
DORT A. CAMERON III (5)
THOMAS M. TAYLOR (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 Dort A. Cameron III 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 Thomas M. Taylor 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.
<PAGE>
<PAGE>
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
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)
DORT A. CAMERON III (5)
THOMAS M. TAYLOR (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 Dort A. Cameron III 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 Thomas M. Taylor 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.
