SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
October 8, 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 6,735,128 shares, which
constitutes approximately 13.5% of the 49,827,993 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:
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: 1,109,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,109,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,117,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2% (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
49,826,393 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Barbnet Investment Co. (formerly known as 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, 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: 1,169,800 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,169,800 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,179,400 (1)(2)(3)(4)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4% (5)
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as 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, with respect to 1,109,400 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) 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.
(4) Assumes the conversion of 8,000 shares of the Issuer's Class B Common Stock
held by Portfolio I Investors into 8,000 shares of the Stock.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
49,827,993 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, Amendment No. 10 dated March
22, 1999, and Amendment No. 11 dated July 29, 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 Rules 13d-1(f)(1)-(2) of 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, a revocable grantor trust established pursuant to the
Texas Trust Act ("BMT"), Lee M. Bass ("LMB"), Portfolio I Investors, L.P., a
Delaware limited partnership ("PII"), Barbnet Investment Co., a Texas
corporation formerly known as Thomas M. Taylor & Co. ("Barbnet"), William P.
Hallman, Jr. ("WPH"), Peter Sterling ("Sterling"), John L. Marion, Jr.
("Marion"), A.A. Butler ("Butler"), 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"), Portfolio Associates, Inc., a
Delaware corporation ("PA"), Trinity I Fund, L.P., a Delaware limited
partnership ("TIF"), TF Investors, L.P., a Delaware limited partnership ("TFI"),
Trinity Capital Management, Inc., a Delaware corporation ("TCM"). 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 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.
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
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 Bass Enterprises
76102 Production Co.
("BEPCO")
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.
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
William P. Hallman, See answers above. See answers above.
Jr.
W. R. Cotham See answers above. See answers above.
BARBNET
Barbnet is a Texas corporation, the principal business of which is the
rendering of investment consulting services to third parties. The principal
business address of Barbnet, which also serves as its principal office, is 201
Main Street, Suite 3200, Fort Worth, Texas 76102.
WPH
See answers above.
STERLING
Sterling's principal occupation or employment is serving as the Chief
Financial Officer of Sid R. Bass, Inc. and LMB, Inc. Sterling's business address
is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
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.
BUTLER
Butler's principal occupation or employment is serving as Vice President
and Chief Administrative Officer of Barbnet. Butler's business address is 201
Main Street, Suite 3200, Fort Worth, Texas 76102.
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
PII Other (3) $16,430,851.33
BARBNET Working Capital(4) $ 268,677.50
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) 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 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.
PII
The aggregate number of shares of the Stock that PII owns beneficially,
pursuant to Rule 13d-3 of the Act, is 1,117,400, which constitutes approximately
2.2% of the 49,826,393 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.
WPH
Because of his positions as (i) 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, (ii) President and sole stockholder of Barbnet, and because of his
individual ownership of 24,000 shares of the Stock WPH may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 1,179,400 shares of
the Stock in the aggregate, which constitutes approximately 2.4% of the
49,827,993 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.
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.
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 1,117,400 shares of the Stock, which constitutes
approximately 2.2% of the 49,826,393 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
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
1,117,400 shares of the Stock, which constitutes approximately 2.2% of the
49,826,393 shares of the Stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.
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 1,117,400 shares of the Stock, which
constitutes approximately 2.2% of the 49,826,393 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
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
1,117,400 shares of the Stock, which constitutes approximately 2.2% of the
49,826,393 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.
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 1,109,400
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.
WPH
Acting in his individual capacity 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. In addition, in his capacity as 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, WPH has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,109,400 shares of the Stock. Also, in his
capacity as President and sole stockholder 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
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.
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.
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 1,109,400 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 1,109,400 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 1,109,400 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 1,109,400 shares
of the Stock.
(c) On September 7, 1999, PII purchased 15,000 shares of the Stock in an
over-the-counter transaction on NASDAQ at a price per share of $15.87.
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.
<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: October 20, 1999
/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)
A. A. BUTLER (6)
THOMAS W. BRIGGS (7)
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
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
A. A. Butler is being filed herewith.
(7) 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.
