SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
November 30, 1999
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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 of Stock reported herein is 5,802,383 shares, which
constitutes approximately 11.6% of the 49,821,372 shares deemed outstanding
pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all other
ownership percentages set forth herein assume that there are 49,818,393 shares
outstanding.
<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: 2,751,464 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,751,464 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,751,464
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>
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: 2,751,464
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,751,464
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,751,464
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>
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Partnership Contributions
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: 11,094 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 11,094 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,174 (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% (3)
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Assumes the conversion of 80 shares of the Issuer's Class B Common Stock
held by TF Investors, L.P. into 80 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
49,818,473 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
FW Trinity Limited Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Partnership Contributions
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: 141,927 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 141,927 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
142,950 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3% (3)
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF-FW Investors, Inc.
(2) Assumes the conversion of 1,023 shares of the Issuer's Class B Common Stock
held by FW Trinity Limited Investors, L.P. into 1,023 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
49,819,416 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
National Bancorp of Alaska, Inc.
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: 38,255 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 38,255 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,531 (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% (3)
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Richard Strutz.
(2) Assumes the conversion of 276 shares of the Issuer's Class B Common Stock
held by National Bankcorp of Alaska, Inc. into 276 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
49,818,669 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Barbnet Investment Co.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Working Capital
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: 36,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 36,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
36,400
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 and sole Director, William P.
Hallman, Jr.
<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: 71,494 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: 141,927 (3)
Owned By
Each
Reporting 9. Sole Dispositive Power: 71,494 (1)(2)
Person
With
10. Shared Dispositive Power: 141,927 (3)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
216,124 (1)(2)(3)(4)(5)(6)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4% (7)
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity Capital
Management, Inc., which is the sole general partner of TF Investors, L.P.,
with respect to 11,094 shares of the Stock.
(2) Solely in his capacity as President and sole Director of Barbnet Investment
Co., with respect to 36,400 shares of the Stock.
(3) Solely in his capacity as President and one of two stockholders of TF-FW
Investors, Inc., which is the sole general partner of FW Trinity Limited
Investors, L.P., with respect to 141,927 shares of the Stock.
(4) Assumes the conversion of 1,600 shares of the Issuer's Class B Common Stock
held by Mr. Hallman into 1,600 shares of the Stock.
(5) Assumes the conversion of 80 shares of the Issuer's Class B Common Stock
held by TF Investors, L.P. into 80 shares of the Stock.
(6) Assumes the conversion of 1,023 shares of the Issuer's Class B Common Stock
held by FW Trinity Limited Investors, L.P. into 1,023 shares of the Stock.
(7) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
49,821,096 shares of the Stock outstanding.
<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: 32,000
Number of
Shares
Beneficially 8. Shared Voting Power: 141,927 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 32,000
Person
With
10. Shared Dispositive Power: 141,927 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
174,950 (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): 0.4% (3)
14. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as one of two stockholders of TF-FW Investors, Inc.,
which is the sole general partner of FW Trinity Limited Investors, L.P.,
with respect to 141,927 shares of the Stock.
(2) Assumes the conversion of 1,023 shares of the Issuer's Class B Common Stock
held by FW Trinity Limited Investors, L.P. into 1,023 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
49,819,416 shares of the Stock outstanding.
<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: 8,800
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,800
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,800
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>
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: 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>
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, Amendment No. 8 dated July
11, 1994, Amendment No. 9 dated December 5, 1994, Amendment No. 10 dated March
22, 1999, Amendment No. 11 dated July 29, 1999 and Amendment No. 12 dated
October 8, 1999 ("Schedule 13D"), relating to the Class A Common Stock, par
value $1.00 per share (the "Stock"), of John Wiley & Sons, Inc. (the "Issuer").
Unless otherwise indicated, all defined terms used herein shall have the same
meanings ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety as follows:
(a)
Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13d Statement on behalf of The Bass Management Trust ("BMT"),
Lee M. Bass ("LMB"), TF Investors, L.P. ("TF Investors"), FW Trinity Limited
Investors, L.P. ("FW Trinity"), National Bancorp of Alaska, Inc. ("Alaska")
Barbnet Investment Co. ("Barbnet"), William P. Hallman, Jr. ("Hallman"), Peter
Sterling ("Sterling"), John L. Marion, Jr. ("Marion"), Thomas W. Briggs
("Briggs") (collectively, the "Reporting Persons"). Additionally, information is
included herein with respect to the following persons (collectively, the
"Controlling Persons"): Perry R. Bass ("PRB"), Nancy L. Bass ("NLB"), Trinity
Capital Management, Inc. ("TCM"), TF-FW Investors, Inc. ("TF-FW"), and Richard
Strutz ("Strutz"). The Reporting Persons and the Controlling Persons are
sometimes hereinafter collectively referred to as the "Item 2 Persons." The
Item 2 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 Item 2 Persons that such a group exists.
(b)-(c)
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principal business address of BMT, which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PRB, one
of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of BMT,
is set forth below.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation, the principal businesses of which are
ranching and the exploration for and production of hydrocarbons. The principal
business address of PRB, Inc., which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and
she is not presently employed. NLB is the other Trustor of BMT.
LMB
LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Lee M. Bass, Inc. ("LMB, Inc.").
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co. [BEPCO]), the ownership and operation of gas processing plants
and carbon black plants (through various partnerships), farming and ranching,
investing in marketable securities and real estate investment and development.
The principal business address of LMB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
TF Investors
TF Investors is a Delaware limited partnership, the principal business of
which is investment in securities. The principal business address of TF
Investors, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of
the Act, information with respect to TCM, the sole general partner of TF
Investors, is set forth below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TF Investors. The principal business address of
TCM, which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
the name, residence or business address, and present principal occupation or
employment of each director, executive officer and controlling person of TCM are
as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
William P. Hallman, 201 Main Street Director and Share-
Jr. Suite 2500 holder of Kelly,
Fort Worth, Texas Hart and Hallman,
76102 P.C. ("KHH")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas BEPCO
76102
KHH is a law firm whose business address is 201 Main Street, Suite 2500,
Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
Hallman
See answers above.
FW Trinity
FW Trinity is a Texas limited partnership, the principal business of which
is investment in securities. The principal business address of FW Trinity,
which also serves as its principal office, is 201 Main Street, Suite 3200, Fort
Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to TF-FW, the sole general partner of FW Trinity, is
set forth below.
TF-FW
TF-FW is a Texas corporation, the principal business of which is serving as
the sole general partner of FW Trinity. The principal business address of TF-FW,
which also serves as its principal office, is 201 Main Street, Suite 3200, Fort
Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the
name, residence or business address, and present principal occupation or
employment of each director, executive officer and controlling person of TF-FW
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
William P. Hallman, See answers above. See answers above.
Jr.
W. R. Cotham See answers above. See answers above.
Sterling
Sterling's principal occupation or employment is serving as the Chief
Financial Officer of Sid R. Bass, Inc. ("SRB, Inc.") and LMB, Inc. Sterling's
business address is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable securities and real
estate investment and development. The principal business address of SRB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
LMB, Inc.
See answers above.
Alaska
Alaska is a Delaware corporation, the principal business of which is
general banking. The principal business address of Alaska, which also serves as
its principal office, is 301 West Northern Lights Boulevard, Anchorage, Alaska
99503.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence
or business address, and present principal occupation or employment of each
director, executive officer and controlling person of Alaska are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Donald B. Abel, Jr. 301 West Northern President of Don Abel
(Director) Lights Boulevard Building Supplies, Inc.
Anchorage, Alaska (retail building supplies)
99503
Gary M. Baugh 301 West Northern President of Baugh Construc-
(Director) Lights Boulevard tion and Engineering Company
Anchorage, Alaska (construction)
99503
Carl F. Brady, Jr. 301 West Northern Chairman and CEO, Brady & Co.
(Director) Lights Boulevard (insurance brokerage)
Anchorage, Alaska
99503
Alec W. Brindle 301 West Northern President of Wards Cove
(Director) Lights Boulevard Packing Company, Inc.
Anchorage, Alaska (salmon cannery)
99503
James O. Campbell 301 West Northern Campbell & Campbell since
(Director) Lights Boulevard 1997 (apartment rentals);
Anchorage, Alaska from 1994 to 1997 Commissioner
99503 of Arctic Research Commission
(national research needs and
objectives in the Arctic)
Jeffry J. Cook 301 West Northern V.P., External Affairs &
(Director) Lights Boulevard Administration, Williams
Anchorage, Alaska Alaska Petroleum, Inc.
99503
Patrick S. Cowan 301 West Northern Owner, Birch Ridge Golf
(Director) Lights Boulevard Course (golf)
Anchorage, Alaska
99503
Gary Dalton 301 West Northern Executive Vice President/
Lights Boulevard Controller of Alaska
Anchorage, Alaska
99503
Sharon D. Gagnon 301 West Northern Civic Leader
(Director) Lights Boulevard
Anchorage, Alaska
99503
Roy Huhndorf 301 West Northern Management Consultant since
(Director) Lights Boulevard 1998; Chairman of the Board of
Anchorage, Alaska Cook Inlet Region, Inc. from
99503 1996 to 1998 (Alaska
Native Regional Corporation);
Chairman of Alaska Native
Heritage Center from 1999 to
present
James H. Jansen 301 West Northern President & CEO of Lynden
(Director) Lights Boulevard Incorporated (trucking and
Anchorage, Alaska transportation)
99503
Donald L. Mellish 301 West Northern Chairman of the Executive
(Director) Lights Boulevard Committee of National Bank
Anchorage, Alaska of Alaska
99503
Emil R. Notti 301 West Northern Consultant with Alaska
(Director) Lights Boulevard Native Foundation
Anchorage, Alaska
99503
Howard R. Nugent 301 West Northern President of Howdie
(Director) Lights Boulevard Homes Inc. (residential
Anchorage, Alaska and commercial construction)
99503
Tennys B. Owens 301 West Northern President of Artique Lt.
(Director) Lights Boulevard Gallery (art retail sales,
Anchorage, Alaska marketing and publishing)
99503
Eugene A. Parrish, 301 West Northern Vice President of Holland
Jr. Lights Boulevard America Cruise Lines since
(Director) Anchorage, Alaska 1996 (travel); President
99503 of Westmark Hotels, Inc.
(hotel & restaurant manage-
ment)
J. Michael Pate 301 West Northern President of National Bank of
(Director) Lights Boulevard Alaska Insurance Services, LLC
Anchorage, Alaska (insurance)
99503
Martin R. Pihl 301 West Northern Retired since 1995; Acting
(Director) Lights Boulevard Executive Director, Alaska
Anchorage, Alaska Permanent Fund Corp. from
99503 1994 to 1995 (investments)
Edward F. Randolph 301 West Northern President of Edward F.
(Director) Lights Boulevard Randolph Ins. Agency, Inc.
Anchorage, Alaska (insurance)
99503
Edward B. Rasmuson 301 West Northern Chairman of the Board of
(Director) Lights Boulevard Alaska and of the National
Anchorage, Alaska Bank of Alaska
99503
Major General John 301 West Northern Consulting, Arctic Slope
Schaeffer (Ret.) Lights Boulevard Regional Corporation
(Director) Anchorage, Alaska (Alaska Native Regional
99503 Corporation)
Michael K. Snowden 301 West Northern President of Service
(Director) Lights Boulevard Transfer Inc. (fuel
Anchorage, Alaska distribution and
99503 transport services)
Richard Strutz 301 West Northern President of Alaska and
(Director) Lights Boulevard of National Bank of
Anchorage, Alaska Alaska
99503
George S. Suddock 301 West Northern Chairman of Alaska
(Director) Lights Boulevard National Corporation
Anchorage, Alaska (insurance)
99503
Richard A. Wien 301 West Northern Chairman & CEO of
(Director) Lights Boulevard Floorcraft (floor
Anchorage, Alaska coverings)
99503
Sharon Wikan 301 West Northern Secretary - Treasurer of
(Director) Lights Boulevard Hammer & Wikan since 1995
Anchorage, Alaska (retail grocery and general
99503 merchandise); Secretary -
Treasurer of Rock-N-Road
Const. from 1991 to 1995
(road construction)
Strutz
See answers above.
Marion
Marion's principal occupation or employment is serving as an executive of
McVeigh & Co., L.P. Marion's business address is 115 East Putnam Avenue,
Greenwich, Connecticut 06830.
Briggs
Briggs' principal occupation or employment is serving as a director of KHH.
Briggs' business address is 201 Main Street, Suite 2500, Fort Worth, Texas
76102.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
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
LMB Personal Funds(2) $12,742,981.36
TF Investors Other (3) $ 164,308.51
FW Trinity Other (3) $ 2,102,016.88
Alaska Working Capital(4) $ 566,580.12
Barbnet Working Capital(4) $ 268,677.50
Hallman Personal Funds(2) $ 138,000.00
Sterling Personal Funds(2) $ 173,000.00
Marion Personal Funds(2) $ 47,575.00
Briggs Personal Funds(2) $ 21,625.00
(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) Contributions from partners.
(4) 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.
By reason of the dissolution of Trinity I Fund, L.P. and its associated
entities, and the consequent distribution in kind of the securities held thereby
to the applicable equity owners, the previously existing filing group is being,
and is hereby, dissolved. Accordingly, Item 4 is hereby amended and restated in
its entirety as follows:
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Depending on market conditions
and other factors that the Reporting Persons may deem material to their
investment decision, the Reporting Persons may purchase additional Stock in the
open market or in private transactions. Depending on these same factors, the
Reporting Persons may sell all or a portion of the Stock on the open market or
in private transactions.
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.
Item 5 is hereby amended in its entirety to read as follows:
(a)
Reporting Persons
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,751,464, 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 2,751,464, which constitutes approximately
5.5% of the outstanding shares of the Stock.
TF Investors
The aggregate number of shares of the Stock that TF Investors owns
beneficially, pursuant to Rule 13d-3 of the Act, is 11,174, which constitutes
less than 0.1% of the 49,818,473 shares of the Stock deemed outstanding pursuant
to Rule 13d-3(d)(1)(i) under the Act.
FW Trinity
The aggregate number of shares of the Stock that FW Trinity owns
beneficially, pursuant to Rule 13d-3 of the Act, is 142,950, which constitutes
approximately 0.3% of the 49,819,416 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
Alaska
The aggregate number of shares of the Stock that Alaska owns beneficially,
pursuant to Rule 13d-3 of the Act, is 38,531, which constitutes less than 0.1%
of the 49,818,669 shares of the Stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.
Barbnet
The aggregate number of shares of the Stock that Barbnet owns beneficially,
pursuant to Rule 13d-3 of the Act, is 36,400, which constitutes less than 0.1%
of the outstanding shares of the Stock.
Hallman
Because of his position as (i) the President and sole stockholder of TCM,
which is the sole general partner of TF Investors, (ii) President and
stockholder of TF-FW, which is the sole general partner of FW Trinity, (iii)
President and sole director of Barbnet, and because of his individual ownership
of shares of the Stock Hallman may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 216,124 shares of the Stock in the aggregate,
which constitutes approximately 0.4% of the 49,821,096 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
Sterling
Because of his position as a stockholder of TF-FW, which is the sole
general partner of FW Trinity, and because of his individual ownership of shares
of the Stock Sterling may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 174,950 shares of the Stock in the aggregate, which
constitutes approximately 0.4% of the 49,819,416 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(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 8,800, which constitutes less than 0.1% of
the outstanding shares of the Stock.
Briggs
The aggregate number of shares of the Stock that Briggs owns beneficially,
pursuant to Rule 13d-3 of the Act, is 4,000, which constitutes less than 0.1% of
the outstanding shares of the Stock.
Controlling Persons
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
2,751,464 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 2,751,464 shares of
the Stock, which constitutes approximately 5.5% of the outstanding shares of the
Stock.
TCM
Because of its position as the sole general partner of TF Investors, TCM
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
11,174 shares of the Stock, which constitutes less than 0.1% of the 49,818,473
shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the
Act.
TF-FW
Because of its position as the sole general partner of FW Trinity, TF-FW
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
142,950 shares of the Stock, which constitutes approximately 0.3% of the
49,819,416 shares of the Stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.
Strutz
Because of his position as President of Alaska, Strutz may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 38,531 shares of
the Stock, which constitutes less than 0.1% of the 49,818,669 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(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)
Reporting Persons
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 2,751,464 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 2,751,464 shares of the Stock.
TF Investors
Acting through its sole general partner, TF Investors has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
11,094 shares of the Stock.
FW Trinity
Acting through its sole general partner, FW Trinity has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
141,927 shares of the Stock.
Alaska
Acting through its President, Alaska has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 38,255 shares of
the Stock.
Barbnet
Acting through its President and sole Director, Barbnet has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
36,400 shares of the Stock.
Hallman
Acting in his individual capacity Hallman has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 24,000 shares
of the Stock. In addition, in his capacity as President and sole stockholder of
TCM, which is the sole general partner of TF Investors, Hallman has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 11,094 shares of the Stock. Also, in his capacity as the President and a
stockholder of TF-FW, which is the sole general partner of FW Trinity, Hallman
has the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 141,927 shares of the Stock. In addition, in his capacity as
President and sole director of Barbnet, Hallman has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 36,400 shares of
the Stock.
Sterling
Acting in his individual capacity, Sterling has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 32,000
shares of the Stock. In addition, in his capacity as a stockholder of TF-FW,
which is the sole general partner of FW Trinity, Sterling has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
141,927 shares of the Stock.
Marion
Marion has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 8,800 shares of the Stock.
Briggs
Briggs has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 4,000 shares of the Stock.
Controlling Persons
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 2,751,464 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.
TCM
As the sole general partner of TF Investors, TCM has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 11,094
shares of the Stock.
TF-FW
As the sole general partner of FW Trinity, TF-FW has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
141,927 shares of the Stock.
Strutz
In his capacity as President of Alaska, Strutz has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
38,255 shares of the Stock.
(c) See Item 4.
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares of the Stock in the
past 60 days.
(d) - (e) No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1) (iii), previously
filed.
Exhibit 99.2 -- Letter to the President and Chief Executive Officer of
the Issuer, previously filed.
Exhibit 99.3 -- Letter to the President and Chief Executive Officer of
the Issuer, previously filed.
Exhibit 99.4 -- Press Release issued by the Issuer, previously filed.
Exhibit 99.5 -- Power of Attorney of A. A. Butler, previously filed.
Exhibit 99.6 -- Power of Attorney of John Pound, previously filed.
Exhibit 99.7 -- Agreement pursuant to Rule 13d-1(k)(1) (iii),
previously filed.
Exhibit 99.8 -- Agreement and Power of Attorney
pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
<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 3, 1999
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
FW TRINITY LIMITED INVESTORS, L.P.,
a Texas limited partnership
By: TF-FW Investors, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
NATIONAL BANCORP OF ALASKA, INC.
By: /s/ Richard Strutz
Richard Strutz, President
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
LEE M. BASS (2)
WILLIAM P. HALLMAN, JR.(3)
PETER STERLING (4)
JOHN L. MARION, JR. (5)
THOMAS W. BRIGGS (6)
BARBNET INVESTMENT CO.,
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
Lee M. 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
William P. Hallman, Jr. 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
Peter Sterling 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
John L. Marion, Jr. 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 W. Briggs previously has been filed with the Securities and Exchange
Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
Exhibit 99.2 -- Letter to the President and Chief Executive Officer
of the Issuer, previously filed.
Exhibit 99.3 -- Letter to the President and Chief Executive Officer
of the Issuer, previously filed.
Exhibit 99.4 -- Press Release issued by the Issuer, previously
filed.
Exhibit 99.5 -- Power of Attorney of A. A. Butler, previously filed.
Exhibit 99.6 -- Power of Attorney of John Pound, previously filed.
Exhibit 99.7 -- Agreement pursuant to Rule 13d-1(k)(1) (iii),
previously filed.
Exhibit 99.8 -- Agreement and Power of Attorney pursuant to Rule 13d-
1(k)(1) (iii), filed herewith.
Exhibit 99.8
1. Joint Filing. Pursuant to Rule 13d-1(k)(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.
2. Power of Attorney. Know all persons by these presents that the person
whose signature appears below constitutes and appoints W. Robert Cotham, Mark L.
Hart, Jr., William P. Hallman, Jr., and William O. Reimann, IV, and each of
them, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Schedule 13D, and any reports filed pursuant to Section 16 of the Securities
Exchange Act of 1934, filed on behalf of each of them with respect to their
beneficial ownership of John Wiley & Sons, Inc. and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or such person or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
DATED: December 3, 1999
FW TRINITY LIMITED INVESTORS, L.P.,
a Texas limited partnership
By: TF-FW Investors, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
NATIONAL BANCORP OF ALASKA, INC.
By: /s/ Richard Strutz
Richard Strutz, President
