SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
July 29, 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 6,691,369 shares, which
constitutes approximately 13.3% of the 50,245,594 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 50,235,994 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:
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: 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 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two trustors of The
Bass Management Trust.
<PAGE>
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:
2,751,464 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass Management Trust.
<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:
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: 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, Thomas M.
Taylor.
<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: 1,058,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,058,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,066,400 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.1% (4)
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.
(3) Assumes the conversion of 8,000 shares of the Issuer's Class B Common Stock
into 8,000 shares of the Stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
50,245,594 shares of the Stock outstanding.
<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: 1,058,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,058,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,066,400 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.1% (4)
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.
(3) Assumes the conversion of 8,000 shares of the Issuer's Class B Common Stock
into 8,000 shares of the Stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
50,245,594 shares of the Stock outstanding.
<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: 1,058,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,058,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,066,400 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.1% (4)
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.
(3) Assumes the conversion of 8,000 shares of the Issuer's Class B Common Stock
into 8,000 shares of the Stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
50,245,594 shares of the Stock outstanding.
<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: 1,102,041 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,102,041 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,110,041 (1)(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2% (4)
14. Type of Reporting Person: IN
- ----------
(1) With respect to 1,058,400 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 36,400 shares, solely in his capacity as President and
sole Director of Thomas M. Taylor & Co.
(3) Assumes the conversion of 8,000 shares of the Issuer's Class B Common Stock
into 8,000 shares of the Stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
50,245,594 shares of the Stock outstanding.
<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: 1,058,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,058,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,066,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.1% (3)
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Associates,
Inc.
(2) Assumes the conversion of 8,000 shares of the Issuer's Class B Common Stock
into 8,000 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
50,245,594 shares of the Stock outstanding.
<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: 1,058,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,058,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,066,400 (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): 2.1% (3)
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio I
Investors, L.P.
(2) Assumes the conversion of 8,000 shares of the Issuer's Class B Common Stock
into 8,000 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
50,245,594 shares of the Stock outstanding.
<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: 24,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 24,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
25,600 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1% (2)
14. Type of Reporting Person: IN
- ----------
(1) Assumes the conversion of 1,600 shares of the Issuer's Class B Common Stock
into 1,600 shares of the Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
50,245,594 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: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 32,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
32,000
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>
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:
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: 8,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,000
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>
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 and Amendment No. 10 dated
March 22, 1999 ("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 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) $15,593,963.83
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 2,751,464, which constitutes approximately
5.5% of the outstanding shares of the Stock.
PRB
Because of his positions as Trustee and as a Trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
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.
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.
Taylor & Co.
The aggregate number of shares of the Stock that Taylor & Co. 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.
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 1,066,400 shares of the Stock, which constitutes
approximately 2.1% 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
1,066,400 shares of the Stock, which constitutes approximately 2.1% 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 1,066,400 shares of the Stock, which
constitutes approximately 2.1% 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 7,241 shares of Stock, TMT may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,110,041
shares of the Stock, which constitutes approximately 2.2% 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 1,066,400, which constitutes approximately
2.1% 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
1,066,400 shares of the Stock, which constitutes approximately 2.1% 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 25,600, which constitutes less than 0.1%
of the 50,245,594 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 32,000, 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 8,800, 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 8,000, 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 4,000, 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 2,751,464 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 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.
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.
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 36,400 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 1,058,400 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 1,058,400 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 1,058,400 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 7,241 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 1,110,041 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 1,058,400
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 1,058,400 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 24,000 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 32,000 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 8,800 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 8,000 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 4,000 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
07/20/99 1,000 $17.06
07/28/99 48,500 17.06
07/28/99 104,000 17.05
07/29/99 50,000 16.91
07/30/99 4,700 16.81
In addition, on June 24, 1999, TMT received 123 shares of the Stock as
director's compensation.
On June 1, 1999 a two-for-one split of the Issuer's Class A Common Stock
became effective.
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.
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.
<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: August 2, 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>
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.
