SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
February 28, 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, and Amendment No. 2 dated February 17, 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 hereby is amended and restated in its entirety to read
as follows:
The Reporting Persons acquired and continue to hold the shares
of the Stock reported herein for investment purposes. Consistent
with such purposes, the Reporting Persons have had, and expect to
continue to have, discussions with other shareholders of the Issuer
concerning the Issuer's business. The Reporting Persons may, in the
future, also have discussions with management of the Issuer and
other persons regarding the Issuer's operations.
Depending on market conditions and other factors that each of
the Reporting Persons may deem material to its investment decision,
such Reporting Person may purchase additional shares of the Stock in
the open market or in private transactions. Depending on these same
factors, such Reporting Person sell all or a portion of the shares
of the Stock that it now owns or hereafter may acquire on the open
market or in private transactions.
The Reporting Persons currently intend to explore how Class A
shareholders can have greater input into the director nomination
process. So as to allow adequate time for this process, the
Reporting Persons further intend to ask the Issuer to extend the
deadline--which the Reporting Persons currently believe is in early
April--for notifying the Issuer of shareholder director nominations
or other business to be presented at the 1994 Annual Meeting.
On February 28, 1994, a representative of the Reporting Persons
delivered the letter attached hereto as Exhibit 99.2, the text of
which is incorporated by reference herein as if fully set forth
herein, to the President and Chief Executive Officer of the Issuer.
Except as set forth in this Item 4, the Reporting Persons have
no present plans or proposals that relate to or that would result in
any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 99.2 -- Letter to the President and Chief Executive
Officer of the Issuer.<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: February 28, 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)
99.2 Letter to the President and Chief Executive
Officer of the Issuer
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.
Exhibit 99.2
February 28, 1994
Mr. Charles R. Ellis
John Wiley & Sons, Inc.
605 Third Avenue
New York, New York 10158-0012
Dear Mr. Ellis:
I am writing in response to your conversation with Doug
Bratton of my organization last Thursday. In that conversation,
you indicated that the Wiley Board of Directors has declined our
request that Wiley waive or modify the pre-notification
requirement--which we understand is in early April for your
September annual meeting--for shareholder nomination of candidates
for the Wiley Board of Directors. I and the other members of my
organization were very disappointed to learn that you and the Board
are not amenable to delaying the notification deadline. In
response to your decision, I am writing to set forth our views in
more detail and to propose a process for accomplishing our goals.
As you are aware, associates of Thomas M. Taylor & Co., an
investment entity associated with Sid, Lee, and Perry Bass of Fort
Worth, Texas, currently own 300,883 or approximately 9.8% of the
shares of the Class A stock of John Wiley & Sons. We acquired our
ownership position in the Company over the past year after a
process of extensive analysis and due diligence. Our analysis
convinced us that equity in Wiley offered the prospect of
substantial, long-term value gains, and also convinced us that
Wiley could potentially benefit from our investment approach and
involvement.
Our organization is dedicated to the principle that, as an
active, expert shareholder, we can add value and strengthen long-
term performance through constructive interaction with management
and the boards of our portfolio companies. Our track record
reflects our success at achieving these goals in a variety of
investment situations. Having made a significant investment in
Wiley, we are committed to working constructively with you and the
other members of Wiley's Board of Directors to enhance the
Company's long-term prospects.
In recent weeks we have spoken with other Class A Wiley
shareholders, shared our views, and sought their input on how we
and other Class A shareholders can best assist in the process of
value enhancement. As you know, the feedback that we received,
which confirmed our own thinking, centered on the director
selection process. Wiley's Class A shareholders are expressly
given the right in the corporate charter to select 30% of the Wiley
Board. As you indicated to us in our meeting of February 16, there
has been little direct input by Class A shareholders into director
selection. A natural focus for us and for other Class A Wiley
shareholders is thus to participate in director selection in a way
that reflects the obvious intent behind the creation of Wiley's
Class A stock.
The history of the Class A stock is important. In 1982, Wiley
adopted a dual class capital structure that has significantly
disenfranchised the Company's outside shareholders. According to
the proxy statement distributed to shareholders in 1982, "a
significant effect of the recapitalization would be to make more
difficult or discourage an unfriendly merger, tender offer or proxy
contest, or the assumption of control by a holder of a large block
of the Company's voting securities and the removal of its incumbent
management, even if such transactions might be perceived by some
as favorable to the interests of shareholders of the Company." In
addition, the country's major stock exchanges are now considering
the adoption of new policies that would preclude listed companies
from disenfranchising shareholders through dual class
recapitalizations. While Wiley would likely be grandfathered under
any such policy, the capital structure adopted by the Company in
1982 would be impermissible for listed companies in the future.
Following the recapitalization, the significant remaining
right reserved to Class A shareholders under the Wiley charter was
the right to elect 30% of the Board. We believe that this right
should be meaningful. We believe that the only way to accomplish
this is to provide Class A holders with direct input into the
director nomination process. It would seem that doing so would be
consonant with the intentions of the Company at the time its dual
class structure was put into place.
Of course we realize that we are free to use the proxy process
to elect up to five directors of our choice. However, it is not
our desire to pursue confrontational election campaigns if it is
instead possible to work directly with the managers and directors
of corporations in which we invest. We believe that in the post-
takeover era, shareholders and corporate managements and boards
have an opportunity to work constructively toward accomplishing the
objectives of sound corporate governance. We are aware of an
increasing number of companies that have taken active steps in this
direction, and have ourselves worked with several companies in our
investment portfolio in constructive relationships that reflect
these opportunities.
As you know, we requested an extension of the April
notification deadline so that we, and other Class A shareholders,
could work with you and members of the Wiley Board to pursue the
goal of attaining input into director selection in a constructive
and unhurried manner over the coming months. Wiley's pre-
notification deadline, as it is currently contained in the Wiley
bylaws, mandates that if shareholders wish to submit formal
director nominations to the Board, they must do so 120 days prior
to the mailing date of the previous year's proxy. That date is,
by our calculations, April 8th.
We have suggested that the notification deadline be moved so
that we could consult with you, agree on a process, and pursue it,
without arbitrary deadlines crimping its development. We also did
not think it prudent to approach you about the director selection
process for 1994 earlier than the beginning of the calendar year.
It seemed to us to be jumping the gun to raise the issue of
director selection for 1994 in the fall of 1993 -- nearly a year
prior to the meeting in question, and only weeks after the Wiley
Board had been re-elected at the September annual meeting.
I hope that this background provides you with a clearer
understanding of our goals and our reasons for seeking a delay in
Wiley's notification deadline. I also hope that it helps you
understand our disappointment at the Board's unwillingness to agree
to such a rescheduling. I certainly hope that, on the basis of
this information, you will reconsider your decision to hold fast
to the notification deadline. In any event, we would like to agree
on a process that accomplishes the goals that I have described
above -- allowing Class A shareholders input into director
selection.
Members of my organization have devoted considerable effort
to devising a process that would accomplish these goals. We have
consulted with leading corporate governance experts and reviewed
a number of proposals that have been made, and models that have
been explored, for enhancing shareholder input into director
selection. Out of this process I believe that we have developed
a proposal that is innovative and fair to ourselves, the Company,
the Board, and Wiley's other shareholders.
Our basic idea is twofold. First, we would commit to
undertaking a diligent search for director candidates, and would
place before the Nominating Committee six highly qualified
individuals from among whom we would hope that three would be
chosen to stand for election at the Company's next annual meeting.
We focus on three directors because this is the number of current
directors on the Wiley Board who are due to retire as of the
Company's 1994 annual meeting. Since these slots must be filled
in any event, the participation of Wiley's Class A shareholders in
appointing three new directors would give Class A shareholders
input while imposing no disruption on the Board. Second, should
the Company fail to settle on at least three of our proposed
candidates, Wiley would commit to a process whereby Class A
shareholders would serve as the ultimate arbitrators over the
selection of the Class A directors.
The proposed process would work as follows:
(1) By April 15, we will forward to the Wiley Nominating
Committee the names of six individuals who we believe to
be qualified to serve as directors of Wiley, and who other
Class A shareholders have reviewed and found to be
reasonable. Further, we intend to select only those
persons who are "independent"--satisfying the Council of
Institutional Investors' definition of director
independence--of Wiley, and independent of ourselves and
Wiley's other significant Class A shareholders as well.
(2) By May 16, the Wiley Nominating Committee will advise us
of their decision with respect to the candidates and the
reason for the decision.
(3) If the Board accepts fewer than three of the candidates,
we propose that the Board allow us to list up to a maximum
of three candidates on the Class A slate on the Wiley
proxy in connection with the 1994 annual meeting along
with a description of his or her qualifications. These
candidates will be chosen from among the six proposed
nominees. The Wiley Board will list its own candidates
for the Class A slate. The result will be more candidates
listed on the ballot than there are slots to be filled,
and the ultimate determination--between our proposed
candidates and those of the Board--will be made by Class
A shareholders.
Suppose, for example, that the Board chooses to accept
only one of the six suggested directors. Our proposal in
this instance is that we be allowed to specify two
proposed candidates from the original slate of six who
would be named along with the Company's candidates as
nominees on the Class A slate. These two proposed
candidates would then be incorporated in the Wiley proxy,
along with a supporting statement from us. This would
result in a total of seven nominees to fill the five slots
elected by Class A shareholders. Similarly, if the Board
were to choose none of the suggested individuals, under
our proposal we would be allowed to specify three
candidates, resulting in a total of eight nominees to fill
the five slots elected by Class A shareholders.
The approach that I outline above is sometimes called the
"consolidated slate" approach and has been proposed by a number of
experts in the corporate governance arena in recent years. This
approach has in fact been the focus of policy interest in Congress
and the Securities and Exchange Commission. In addition, this
approach has long been used by many nonprofit corporations,
including leading universities such as Yale and Harvard.
I believe that the proposed process would constitute a
constructive and forward-looking approach to selecting new
directors. Under this process, we would devote time and energy to
identifying several highly-qualified, independent candidates for
the Board. Our hope would be that the Board would see the merit
in our suggested candidates and agree on three of them to fill the
upcoming vacancies. If you agree to our proposal, however, the
result should not be a traditional proxy challenge or other hostile
encounter. Instead, through this process, the ultimate choice will
be left to shareholders.
I also believe that Wiley would receive a great deal of
positive attention and praise if it agreed to adopt this approach
to director selection. Increasingly, the focus of the governance
debate has centered on how shareholders and boards can, in
consultation and without conflict, engage in a constructive and
positive process that provides shareholders with input into
director selection. I hope that you agree that this proposed
process is a reasonable approach to working together to fill
Wiley's upcoming Board vacancies.
I am sure that you will understand that we cannot wait very
long for your response to this proposal without being forced to
explore other options to secure more direct input into director
selection. I would request that you respond to this proposal by
March 8. In the meantime, I am available to discuss it with you
and respond to any questions that you may have.
I look forward to hearing from you.
Very truly yours,
Thomas M. Taylor
cc: Board of Directors
