SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
April 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 341,983 shares,
which constitutes approximately 11.0% of the total number of shares
outstanding. All ownership percentages set forth herein assume
that there are 3,097,228 shares outstanding. The number of
outstanding shares reported on the Issuer's most recent quarterly
report on Form 10-Q is 3,097,128.
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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: 76,346 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 76,346 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
76,346
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.5%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass.
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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: 76,346 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 76,346 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
76,346 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two
trustors of The Bass Management Trust.
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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:
76,346 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass
Management Trust.
<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: 76,346
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 76,346
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
76,346
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.5%
14. Type of Reporting Person: IN
<PAGE>
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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: 152,691 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 152,691 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
152,691
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, EBD L.P.
<PAGE>
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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: 152,691 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 152,691 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
152,691 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: PN
- ----------
(1) Solely in its capacity as the sole general partner of The
Airlie Group L.P.
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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: 152,691 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 152,691 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
152,691 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
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.
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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: 152,691 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 152,691 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
152,691 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
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: 152,691 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 152,691 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
152,691 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
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>
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1. Name of Reporting Person:
William P. Hallman, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
100 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1% (2)
14. Type of Reporting Person: IN
- ----------
(1) Assumes the conversion of 100 shares of the Issuer's Class B
Common Stock into 100 shares of the Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that
there are 3,097,228 shares of the Stock outstanding.
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<PAGE>
1. Name of Reporting Person:
Joseph M. Palazzolo
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: 36,500
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 36,500
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
36,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.2%
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, and Amendment No. 5 dated March 29, 1994 (the "Schedule
13D"), relating to the Class A Common Stock, par value $1.00 per
share, of John Wiley & Sons, Inc. Unless otherwise indicated, all
defined terms used herein shall have the same meanings ascribed to
them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 is hereby partially amended by adding
at the end thereof the following:
Pursuant to Rules 13d-1(f)(1)-(2) under the Act, Joseph M.
Palazzolo ("JMP") is joining in the Schedule 13D as a Reporting
Person. The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of
this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists.
Paragraphs (b) - (c) of Item 2 are hereby partially amended to
add information with respect to JMP as follows:
JMP
JMP's present principal occupation or employment is personal
investments. JMP's residence address is 294 Eastwoods Road,
Muttontown, New York 11791.
(d) - (f) No material change
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of the funds used or to be used by the
Reporting Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds(1) $4,455,853.50
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
LMB Personal Funds(2) $4,455,853.50
TAG Working Capital(3) $8,911,651.61
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
TMT Not Applicable Not Applicable
WPH Personal Funds(2) $ 8,250.00
JMP Personal Funds(2) $2,521,688.00
(1) As used herein, the term "Trust Funds" includes income
from the various investments of the trust plus sums borrowed from
banks and brokerage firm margin accounts for general purposes.
None of the funds reported herein as "Trust Funds" were borrowed
or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(2) As used herein, the term "Personal Funds" may include
sums borrowed from banks and brokerage firm margin accounts, none
of which were borrowed or otherwise obtained for the specific
purpose of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Working Capital" includes
income from the business operations of the entity plus sums
borrowed from banks and brokerage firm margin accounts to operate
such business in general. None of the funds reported herein as
"Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the
Stock.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby partially amended by adding at the end
thereof the following:
On April 5, 1994, a representative of the Reporting Persons
delivered the letter attached hereto as Exhibit 99.3, 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.
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 76,346, which
constitutes approximately 2.5% of the outstanding shares of the
Stock.
PRB
Because of his positions as Trustee and as a Trustor of BMT,
PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 76,346 shares of the Stock, which constitutes
approximately 2.5% of the outstanding shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
76,346 shares of the Stock, which constitutes approximately 2.5%
of the outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 76,346, which
constitutes approximately 2.5% of the outstanding shares of the
Stock.
TAG
The aggregate number of shares of the Stock that TAG owns
beneficially, pursuant to Rule 13d-3 of the Act, is 152,691, which
constitutes approximately 4.9% of the outstanding shares of the
Stock.
EBD
Because of its position as the sole general partner of TAG,
EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 152,691 shares of the Stock, which constitutes
approximately 4.9% of the outstanding shares of the Stock.
DAC
Because of his position as one of two general partners of EBD,
the sole general partner of TAG, DAC may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 152,691 shares
of the Stock, which constitutes approximately 4.9% of the
outstanding shares of the Stock.
TMT-FW
Because of its position as one of two general partners of EBD,
the sole general partner of TAG, TMT-FW may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 152,691 shares
of the Stock, which constitutes approximately 4.9% of the
outstanding shares of the Stock.
TMT
Because of his position as the President and sole shareholder
of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 152,691 shares of the Stock, which
constitutes approximately 4.9% of the outstanding shares of the
Stock.
WPH
The aggregate number of shares of the Stock that WPH owns
beneficially, pursuant to Rule 13d-3 of the Act, is 100, which
constitutes less than 0.1% of the 3,097,228 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
JMP
The aggregate number of shares of the Stock that JMP owns
beneficially, pursuant to Rule 13d-3 of the Act, is 36,500, which
constitutes approximately 1.2% of the outstanding shares of the
Stock.
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
76,346 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 76,346 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 76,346 shares of the Stock.
TAG
Acting through its sole general partner, TAG has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 152,691 shares of the Stock.
EBD
As the sole general partner of TAG, EBD has the sole power to
vote or to direct the vote and to dispose or to direct the
disposition of 152,691 shares of the Stock.
DAC
As one of two general partners of EBD, which is the sole
general partner of TAG, DAC has shared power to vote or to direct
the vote and to dispose or to direct the disposition of 152,691
shares of the Stock.
TMT-FW
As one of two general partners of EBD, which is the sole
general partner of TAG, TMT-FW has shared power to vote or to
direct the vote and to dispose or to direct the disposition of
152,691 shares of the Stock.
TMT
As the President and sole shareholder of TMT-FW, which is one
of two general partners of EBD, which is the sole general partner
of TAG, TMT has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 152,691 shares of the
Stock.
WPH
WPH has no power to vote or to direct the vote or to dispose
or to direct the disposition of any shares of the Stock.
JMP
JMP has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 36,500 shares of the Stock.
(c) - (e) No material change
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii)
Exhibit 99.2 -- Letter to the President and Chief Executive
Officer of the Issuer
Exhibit 99.3 -- Letter to the President and Chief Executive
Officer of the Issuer<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: April 5, 1994
/s/William P. Hallman, Jr.,
William P. Hallman, Jr.,
Individually and as
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)
/s/William O. Reimann IV
William O. Reimann IV,
Attorney-in-Fact for:
DORT A. CAMERON III (6)
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/William P. Hallman, Jr.
William P. Hallman, Jr.,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/William P. Hallman, Jr.
William P. Hallman, Jr.,
Vice President
TMT-FW, INC.,
a Texas corporation
By: /s/William P. Hallman, Jr.
William P. Hallman, Jr.,
Vice President
(1) A Power of Attorney authorizing William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William O. Reimann IV, et al.,
to act on behalf of Dort A. Cameron III previously has been
filed with the Securities and Exchange Commission.
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: April 5, 1994
/s/Joseph Palazzolo
<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
99.3 Letter to the President and Chief Executive
Officer of the Issuer, filed herewith
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/William P. Hallman, Jr.
William P. Hallman, Jr.,
Individually and as
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)
/s/William O. Reimann IV
William O. Reimann IV,
Attorney-in-Fact for:
DORT A. CAMERON III (6)
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/William P. Hallman, Jr.
William P. Hallman, Jr.,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/William P. Hallman, Jr.
William P. Hallman, Jr.
Vice President
TMT-FW, INC.,
a Texas corporation
By: /s/William P. Hallman, Jr.
William P. Hallman, Jr.,
Vice President
(1) A Power of Attorney authorizing William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William O. Reimann IV, et al.,
to act on behalf of Dort A. Cameron III previously has been
filed with the Securities and Exchange Commission.
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/Joseph Palazzolo
April 5, 1994
Charles R. Ellis
John Wiley & Sons, Inc.
605 Third Avenue
New York, New York 10158-0012
Dear Mr. Ellis:
We are writing to submit the names of five individuals for nomination
to the Board of Directors of John Wiley & Sons, Inc. in accordance with
the Company's charter and bylaws. We intend that the submitted nominees
stand for election to the five board positions that will be determined by
the votes of Class A shareholders at the 1994 Annual Meeting.
Our goal in nominating these individuals is to bring to the Company's
Board individuals who have been chosen by Wiley's Class A shareholders and
who have experience relevant to Wiley's businesses. We had hoped to
achieve this goal through direct, negotiated channels. To this end, we
requested that you and the Wiley Board extend the April 8 deadline for
director nominations in order to give us time to explore mutually
acceptable ways to meet this goal. When this request was denied, we then
developed and submitted to you a proposal for a consultative process
through which Class A shareholders would have formal input into the
selection of Class A directors. Our proposal focused on the use of a
consolidated ballot process, an approach which provides shareholders with
a genuine choice in the selection of directors, and which recently has
received heightened attention and support from corporate governance
experts and members of the policy community. This proposal was also
rejected. In view of the Board's rejection of both of our proposals and
the Company's April 8th deadline for director nominations, we are left
with no alternative but to submit formal director nominations at this
time.
In your March 30 letter to us, you describe Wiley's present nomination
process in some detail. You refer to the Company's use of an executive
search firm to identify individuals with promising backgrounds, and to an
extensive process of communications, evaluations and interviews. These
practices, which are standard in many public corporations, constitute a
reasonable, though hardly exclusive, starting point for the identification
of qualified director candidates.
However, as we have indicated to you in the past, such basic
procedures do not seem to us to be sufficient to ensure that the interests
of Wiley's Class A shareholders are fully represented on the Wiley Board.
Wiley's dual class capital structure denies its Class A shareholders many
of the rights that are accorded to shareholders at most other public
companies. The Company's charter, however, does give to Class A
shareholders one specific right--to elect 30% of the Wiley Board. Yet for
this right to be meaningful, Class A shareholders must have some form of
direct, structural input into the selection process. No such input, even
at an informal level, is implied in your letter, nor have any of Wiley's
shareholders reported to us that they have been consulted by the Company
about this matter in the past.
We believe that the directors elected by Class A shareholders should
be chosen through a process that directly incorporates their input and
preferences. You indicated in your March 30th letter that the Committee
on Directors is prepared to consider the qualifications of any candidates
that we propose. We would assume that this Committee would give such
consideration to any candidates submitted by a Class A shareholder. Our
efforts, however, are not aimed merely at satisfying an internal review
process directed by the Company but, rather, at giving Class A
shareholders a direct, structured role in the selection and election of
Class A directors. Your prompt rejection of our proposal for a
consultative process for identifying Class A directors convinces us that
such a process would be beneficial to Wiley's Class A shareholders.
For these reasons, we have made the decision to propose five new
individuals for election to Wiley's Board by Wiley's Class A shareholders.
We have identified individuals with expertise relevant to the Company.
Our nominees have extensive experience in publishing operations; in
software and information technology; in finance; and in the products and
markets that Wiley serves. In addition, they all share a common
commitment to safeguarding value and representing the interests of
shareholders.
Our nominees are: John Cullinane, President of the Cullinane Group
and previously founder and CEO of Cullinet Software; John Herrington, an
attorney in private practice and previously Chairman of Harcourt Brace
Jovanovich and United States Secretary of Energy; Joseph Palazzolo, a
private investor who was previously President of Warren, Gorham, and
Lamont, and of JPT Publishing Group; Katherine Schipper, the Eli B. and
Harriet B. Williams Professor of Accounting at The University of Chicago
Graduate School of Business and the current or past editor of several
prominent journals and publication series in the accounting field; and
myself, President of Taylor & Co., an investment firm associated with
members of the Bass family in Fort Worth, Texas, and a director of several
public and privately held corporations.
In our original proposal to you we suggested a process in which we and
other Class A shareholders would identify director candidates independent
of ourselves and other Class A shareholders. In view of the Company's
reaction to our earlier suggestions, however, we have come to believe that
Class A shareholders would be best served by also having shareholder
representatives directly on the Board. And, in addition to our expertise
in the publishing and investment fields, Mr. Palazzolo and myself are also
Wiley shareholders.
We regret that the Company was unwilling to pursue the kind of
consultative process that we proposed in our earlier letter. We
nevertheless remain hopeful that you and the other members of the Wiley
Board will come to welcome our efforts to ensure input for Wiley's Class
A shareholders into the selection of the directors whom they elect and who
represent them on the Wiley Board.
Sincerely yours,
/s/Thomas M. Taylor
