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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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 <PAGE>
<PAGE>
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
<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, 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
<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: 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.
<PAGE>
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
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.
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
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
