SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
March 22, 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 3,118,023
shares, which constitutes approximately 12.3% of the 25,380,212
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 25,379,412 shares outstanding.
<PAGE>
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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: 1,375,732 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,375,732 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,375,732
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass.
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<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,375,732 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,375,732 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,375,732 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
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:
1,375,732 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass
Management Trust.
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<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: 1,375,732
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,375,732
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,375,732
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor & 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: 18,200 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 18,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
18,200
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,
Thomas M. Taylor.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity I Fund, 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: 305,600 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 305,600 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
305,600 (2)
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: PN
- ----------
(1) Power is exercised through its sole general partner, TF
Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio
Associates, Inc., which is the sole general partner of
Portfolio I Investors, L.P.
<PAGE>
<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: 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: 305,600 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 305,600 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
305,600 (2)
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: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity
Capital Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity
I Fund, L.P., which is the sole stockholder of Portfolio
Associates, Inc., which is the sole general partner of
Portfolio I Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity Capital Management, 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: Delaware
7. Sole Voting Power: 305,600 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 305,600 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
305,600 (2)
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: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF
Investors, L.P., which is the sole general partner of Trinity
I Fund, L.P., which is the sole stockholder of Portfolio
Associates, Inc., which is the sole general partner of
Portfolio I Investors, 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: 327,359 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 327,359 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
327,359 (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): 1.3%
14. Type of Reporting Person: IN
- ----------
(1) With respect to 305,600 shares, 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.,
which is the sole general partner of Trinity I Fund, L.P.,
which is the sole stockholder of Portfolio Associates, Inc.,
which is the sole general partner of Portfolio I Investors,
L.P.
(2) With respect to 18,200 shares, solely in his capacity as
President and sole Director of Thomas M. Taylor & Co.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio I 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: OO-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: 305,600 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 305,600 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
305,600
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: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Associates, 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: Delaware
7. Sole Voting Power: 305,600 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 305,600 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
305,600 (1)
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: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio
I Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
William P. Hallman, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 12,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 12,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
12,800 (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 800 shares of the Issuer's Class B
Common Stock into 800 shares of the Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that
there are 25,380,212 shares of the Stock outstanding.
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<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: 16,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 16,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
16,000
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
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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: 4,400
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,400
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
4,400
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: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
A. A. Butler
2. Check the Appropriate Box if a Member of a Group:
(a) /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 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
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<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: 2,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,000
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>
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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, Amendment No. 6 dated
April 5, 1994, Amendment No. 7 dated April 20, 1994, Amendment No.
8 dated July 11, 1994 and Amendment No. 9 dated December 5, 1994
("Schedule 13D"), relating to the Class A Common Stock, par value
$1.00 per share, of John Wiley & Sons, Inc. Unless otherwise
indicated, all defined terms used herein shall have the same
meanings ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby partially amended by adding at the end thereof
the following:
D. Bratton, Foundation, A. Bratton and Pound no longer shall be
Reporting Persons for purposes of this and all future filings on
Schedule 13D.
For purposes of this and future filings, Thomas M. Taylor & Co.
("Taylor & Co."), Trinity I Fund, L.P. ("TIF"), TF Investors, L.P.
("TFI"), Trinity Capital Management, Inc. ("TCM"), Portfolio I
Investors, L.P. ("PII") and Portfolio Associates, Inc. ("PA") are
joining in the Schedule 13D as Reporting Persons.
Taylor & Co.
Taylor & Co. is a Texas corporation, the principal business of
which is the rendering of investment consulting services to third
parties. The principal business address of Taylor & Co., 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 Taylor & Co. are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of
Suite 3200 Taylor & Co.
Fort Worth, Texas 76102
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co.
("BEPCO")
TIF
TIF is a Delaware limited partnership, the principal business
of which is the purchase, sale, exchange, acquisition and holding of
investment securities. The principal business address of TIF, 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 TFI, the sole general
partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business
of which is serving as the sole general partner of TIF. The
principal business address of TFI, 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 TFI, is
set forth below.
TCM
TCM is a Delaware corporation, the principal business of which
is serving as the sole general partner of TFI. 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
Thomas M. Taylor See answers above. See answers above.
W. R. Cotham See answers above. See answers above.
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.
TMT
See answers above.
PII
PII is a Delaware limited partnership, the principal business
of which is the purchase, sale, exchange, acquisition and holding of
investment securities. The principal business address of PII, 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 PA, the sole general partner
of PII, is set forth below.
PA
PA is a Delaware corporation, the principal business of which
is serving as the sole general partner of PII and other affiliated
limited partnerships. The principal business address of PA, 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 (in addition to TIF) of PA are as
follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor See answers above. See answers above.
W. R. Cotham See answers above. See answers above.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of the funds used or to be used by the
Reporting Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds(1) $12,742,981.36
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
LMB Personal Funds(2) $12,742,981.36
Taylor & Co. Working Capital(3) $ 268,677.50
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
TMT Not Applicable Not Applicable
PII Other (4) $ 7,330,550.78
PA Not Applicable Not Applicable
WPH Personal Funds(2) $ 138,000.00
STERLING Personal Funds(2) $ 173,000.00
MARION Personal Funds(2) $ 47,575.00
BUTLER Personal Funds(2) $ 43,250.00
BRIGGS Personal Funds(2) $ 21,625.00
(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.
(4) Contributions from partners.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) - (c) 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 1,375,732,
which constitutes approximately 5.4% 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 1,375,732 shares of the Stock, which
constitutes approximately 5.4% 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
1,375,732 shares of the Stock, which constitutes approximately 5.4%
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 1,375,732,
which constitutes approximately 5.4% of the outstanding shares of
the Stock.
Taylor & Co.
The aggregate number of shares of the Stock that Taylor & Co.
owns beneficially, pursuant to Rule 13d-3 of the Act, is 18,200,
which constitutes less than 0.1% of the outstanding shares of the
Stock.
TIF
Because of its position as the sole stockholder of PA, which
is the sole general partner of PII, TIF may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 305,600 shares
of the Stock, which constitutes approximately 1.2% of the
outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF,
which is the sole stockholder of PA, which is the sole general
partner of PII, TFI may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 305,600 shares of the Stock,
which constitutes approximately 1.2% of the outstanding shares of
the Stock.
TCM
Because of its position as the sole general partner of TFI,
which is the sole general partner of TIF, which is the sole
stockholder of PA, which is the sole general partner of PII, TCM
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 305,600 shares of the Stock, which constitutes
approximately 1.2% of the outstanding shares of the Stock.
TMT
Because of his position as President and sole Director of
Taylor & Co., and because of his position as the President and sole
stockholder of TCM, which is the sole general partner of TFI, which
is the sole general partner of TIF, which is the sole stockholder
of PA, which is the sole general partner of PII, and because of his
individual ownership of 3,559 shares of Stock, TMT may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
327,359 shares of the Stock, which constitutes approximately 1.3%
of the outstanding shares of the Stock.
PII
The aggregate number of shares of the Stock that PII owns
beneficially, pursuant to Rule 13d-3 of the Act, is 305,600, which
constitutes approximately 1.2% of the outstanding shares of the
Stock.
PA
Because of its position as the sole general partner of PII,
PA may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 305,600 shares of the Stock, which constitutes
approximately 1.2% 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 12,800, which
constitutes less than 0.1% of the 25,380,212 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
STERLING
The aggregate number of shares of the Stock that Sterling owns
beneficially, pursuant to Rule 13d-3 of the Act, is 16,000, which
constitutes less than 0.1% of the outstanding shares of the Stock.
MARION
The aggregate number of shares of the Stock that Marion owns
beneficially, pursuant to Rule 13d-3 of the Act, is 4,400, which
constitutes less than 0.1% of the outstanding shares of the Stock.
BUTLER
The aggregate number of shares of the Stock that Butler 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.
BRIGGS
The aggregate number of shares of the Stock that Briggs owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,000, which
constitutes less than 0.1% 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
1,375,732 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 1,375,732 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 1,375,732 shares of the
Stock.
Taylor & Co.
Acting through its President and sole Director, Taylor & Co.
has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 18,200 shares of the Stock.
TIF
As the sole stockholder of PA, which is the sole general
partner of PII, TIF has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 305,600 shares
of the Stock.
TFI
As the sole general partner of TIF, which is the sole
stockholder of PA, which is the sole general partner of PII, TFI
has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 305,600 shares of the Stock.
TCM
As the sole general partner of TFI, which is the sole general
partner of TIF, which is the sole stockholder of PA, which is the
sole general partner of PII, TCM has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of
305,600 shares of the Stock.
TMT
As the President and sole Director of Taylor & Co., and as the
President and sole stockholder of TCM, which is the sole general
partner of TFI, which is the sole general partner of TIF, which is
the sole stockholder of PA, which is the sole general partner of
PII, and as the individual owner of 3,559 shares of the Stock, TMT
has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 327,359 shares of the Stock.
PII
Acting through its sole general partner, PII has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 305,600 shares of the Stock.
PA
As the sole general partner of PII, PA has the sole power to
vote or to direct the vote and to dispose or to direct the
disposition of 305,600 shares of the Stock.
WPH
WPH has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 12,000 shares of the Stock.
STERLING
Sterling has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 16,000 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 4,400 shares of the
Stock.
BUTLER
Butler 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.
BRIGGS
Briggs has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 2,000 shares of the
Stock.
(c) In the past 60 days, PII has purchased shares of the
Stock in over-the-counter transactions on NASDAQ, as follows:
DATE NO. OF SHARES PRICE
PURCHASED PER SHARE
03/08/99 10,000 $40.55
03/22/99 40,000 39.80
03/23/99 40,000 38.94
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.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
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), filed herewith.<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: March 24, 1999
/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)
WILLIAM P. HALLMAN, JR.(6)
PETER STERLING (7)
JOHN L. MARION, JR. (8)
A. A. BUTLER (9)
THOMAS W. BRIGGS (10)
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
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
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO I INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
THOMAS M. TAYLOR & 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 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 William P. Hallman, Jr. 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 Peter Sterling previously has been filed with the Securities
and Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of John L. Marion, Jr. previously has been filed with the
Securities and Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of A. A. Butler is being filed herewith.
(10)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>
<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),
filed herewith.
Exhibit 99.7
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 each person whose signature appears below constitutes and
appoints W. Robert Cotham, Mark L. Hart, Jr., William P. Hallman,
Jr., 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.
DATE: March 24, 1999
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
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
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO I INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
THOMAS M. TAYLOR & CO.,
a Texas corporation
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
