SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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 20, 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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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, and Amendment No. 6
dated April 5, 1994 (the "Schedule 13D"), relating to the Class A
Common Stock, par value $1.00 per share, of John Wiley & Sons, Inc.
Unless otherwise indicated, all defined terms used herein shall have
the same meanings ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change
Item 2. IDENTITY AND BACKGROUND.
No material change
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby partially amended by adding at the end thereof
the following:
On April 20, 1994, a representative of the Reporting Persons
delivered the letter attached hereto as Exhibit 99.4, 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
Exhibit 99.3 -- Letter to the President and Chief
Executive Officer of the Issuer
Exhibit 99.4 -- Letter to the President and Chief
Executive Officer of the Issuer<PAGE>
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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 20, 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)
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 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.
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 20, 1994
/s/Joseph Palazzolo
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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, previously filed with
Amendment No. 6 to the Schedule 13D
99.4 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/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)
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 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.
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 20, 1994
Mr. Charles Ellis
John Wiley & Sons, Inc.
605 Third Avenue
New York, New York 10158-001
Dear Mr. Ellis:
I have received your correspondence of April 6, in which you
indicate that the Wiley Board's Committee on Directors may wish to
review the five individuals we have submitted to the Company for
nomination as Wiley Directors. We would certainly be open to
participation in an equitable process for reviewing individuals for
nomination to the Company's Class A slate.
We understand that the Wiley Board and its Committee on
Directors currently have a process for reviewing potential Board
candidates. Based on our discussions, however, we do not believe
that the present process provides a sufficiently direct say to
Wiley's Class A holders in determining who will represent them on
the Board. We believe that the present circumstances call for
augmenting the Company's existing procedures.
We would like to establish a process that deals fairly with
board suggestions that are initiated by Class A shareholders, and
that gives Class A shareholders a real voice in determining how
such suggestions, once made, are ultimately acted upon. This was
our goal in proposing a consolidated ballot process. This goal,
moreover, takes on elevated importance at Wiley since, aside from
the election of five directors (which comprise only one-third of
the Board), the Class A shareholders have no other formal say in
the Company's affairs.
Under the consolidated ballot approach, the process of
reviewing potential nominees suggested by Class A shareholders
would start with the Company's usual internal review. But the
Class A shareholders, and not the Board, would ultimately arbitrate
director selection, should the Class A shareholders disagree with
the outcome of the Company's internal review process. As far as
we can see, there are no internal obstacles or external regulatory
barriers that would preclude this approach at Wiley.
Following, however, your rejection of our proposal for a
consolidated ballot process, and your rejection also of our
previous request that the Board extend the deadline for notice of
director nominations by Class A shareholders, we were left with no
choice but to avail ourselves of the right afforded all Class A
shareholders--which is set out in the Company's bylaws and which
has been in place since the Company's dual class share structure
was established in 1982--to nominate directors for election to the
Board by Class A shareholders. Our goal in making these
nominations is to provide shareholders with meaningful direct input
into the director selection process and with a real choice in the
election of directors.
Your letter of April 6 leaves us hopeful that we can move to
establish a mutually acceptable process for reviewing Class A
sponsored director candidates at Wiley. If such a process is
developed, it would be appropriate to engage in a detailed review
of our nominees. Until then, we intend to pursue the process that
the Company has provided Class A shareholders in its bylaws to
nominate and elect their own director candidates.
We would like to set up a meeting to discuss these issues. In
this connection, please feel free to contact me or my colleague,
Doug Bratton, at any time. And, of course, members of the Wiley
Board are welcome to do the same.
Sincerely yours,
Thomas M. Taylor
