-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XYO/JFdjw4oGOnfGgXfxrjGoJQV1JIUMr15+B5r4SHdP5T7bdv773s1TH3yOPKBM rHMrHmZzQ9gzhqSJrAGAdw== 0000897423-94-000012.txt : 19940407 0000897423-94-000012.hdr.sgml : 19940406 ACCESSION NUMBER: 0000897423-94-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940405 GROUP MEMBERS: BASS MANAGEMENT TRUST GROUP MEMBERS: DORT A. CAMERON III GROUP MEMBERS: EBD L.P. GROUP MEMBERS: JOSEPH M. PALAZZOLO GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: NANCY L. BASS GROUP MEMBERS: PERRY R. BASS GROUP MEMBERS: THE AIRLIE GROUP L.P. GROUP MEMBERS: THOMAS M. TAYLOR GROUP MEMBERS: TMT-FW, INC. GROUP MEMBERS: WILLIAM P. HALLMAN, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILEY JOHN & SONS INC CENTRAL INDEX KEY: 0000107140 STANDARD INDUSTRIAL CLASSIFICATION: 2731 IRS NUMBER: 135593032 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-16136 FILM NUMBER: 94520343 BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 2128506000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASS MANAGEMENT TRUST CENTRAL INDEX KEY: 0000900165 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 SC 13D/A 1 JOHN WILEY & SONS, INC. SCHED. 13D AMEND. NO. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 6)* John Wiley & Sons, Inc. (Name of Issuer) Class A Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 968223206 (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 5, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 341,983 shares, which constitutes approximately 11.0% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 3,097,228 shares outstanding. The number of outstanding shares reported on the Issuer's most recent quarterly report on Form 10-Q is 3,097,128. 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: 76,346 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 76,346 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 76,346 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.5% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Perry R. Bass. 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: 76,346 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 76,346 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 76,346 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.5% 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. 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: 76,346 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.5% 14. Type of Reporting Person: IN - ---------- (1) Solely in her capacity as one of two trustors of The Bass Management Trust. 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: 76,346 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 76,346 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 76,346 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.5% 14. Type of Reporting Person: IN 1. Name of Reporting Person: The Airlie Group L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 152,691 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 152,691 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 152,691 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, EBD L.P. 1. Name of Reporting Person: EBD 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: 152,691 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 152,691 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 152,691 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person: PN - ---------- (1) Solely in its capacity as the sole general partner of The Airlie Group L.P. 1. Name of Reporting Person: Dort A. Cameron III 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: 152,691 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 152,691 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 152,691 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as one of two general partners of EBD L.P., which is the sole general partner of The Airlie Group L.P. 1. Name of Reporting Person: TMT-FW, 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: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 152,691 (1)(2) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 152,691 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 152,691 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person: CO - ---------- (1) Power is exercised through its President, Thomas M. Taylor. (2) Solely in its capacity as one of two general partners of EBD L.P., which is the sole general partner of The Airlie Group L.P. 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: -0- Number of Shares Beneficially 8. Shared Voting Power: 152,691 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 152,691 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 152,691 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as President and sole shareholder of TMT-FW, Inc., which is one of two general partners of EBD L.P., which is the sole general partner of The Airlie Group L.P. 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: -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: 100 (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 100 shares of the Issuer's Class B Common Stock into 100 shares of the Stock. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 3,097,228 shares of the Stock outstanding. 1. Name of Reporting Person: Joseph M. Palazzolo 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: 36,500 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 36,500 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 36,500 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: IN 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, and Amendment No. 5 dated March 29, 1994 (the "Schedule 13D"), relating to the Class A Common Stock, par value $1.00 per share, of John Wiley & Sons, Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings ascribed to them in the Schedule 13D. Item 1. SECURITY AND ISSUER. No material change Item 2. IDENTITY AND BACKGROUND. Paragraph (a) of Item 2 is hereby partially amended by adding at the end thereof the following: Pursuant to Rules 13d-1(f)(1)-(2) under the Act, Joseph M. Palazzolo ("JMP") is joining in the Schedule 13D as a Reporting Person. The Reporting 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 Reporting Persons that a group exists. Paragraphs (b) - (c) of Item 2 are hereby partially amended to add information with respect to JMP as follows: JMP JMP's present principal occupation or employment is personal investments. JMP's residence address is 294 Eastwoods Road, Muttontown, New York 11791. (d) - (f) No material change 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) $4,455,853.50 PRB Not Applicable Not Applicable NLB Not Applicable Not Applicable LMB Personal Funds(2) $4,455,853.50 TAG Working Capital(3) $8,911,651.61 REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS EBD Not Applicable Not Applicable DAC Not Applicable Not Applicable TMT-FW Not Applicable Not Applicable TMT Not Applicable Not Applicable WPH Personal Funds(2) $ 8,250.00 JMP Personal Funds(2) $2,521,688.00 (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. Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby partially amended by adding at the end thereof the following: On April 5, 1994, a representative of the Reporting Persons delivered the letter attached hereto as Exhibit 99.3, the text of which is incorporated by reference herein as if fully set forth herein, to the President and Chief Executive Officer of the Issuer. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Paragraphs (a) - (b) 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 76,346, which constitutes approximately 2.5% 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 76,346 shares of the Stock, which constitutes approximately 2.5% 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 76,346 shares of the Stock, which constitutes approximately 2.5% 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 76,346, which constitutes approximately 2.5% of the outstanding shares of the Stock. TAG The aggregate number of shares of the Stock that TAG owns beneficially, pursuant to Rule 13d-3 of the Act, is 152,691, which constitutes approximately 4.9% of the outstanding shares of the Stock. EBD Because of its position as the sole general partner of TAG, EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 152,691 shares of the Stock, which constitutes approximately 4.9% of the outstanding shares of the Stock. DAC Because of his position as one of two general partners of EBD, the sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 152,691 shares of the Stock, which constitutes approximately 4.9% of the outstanding shares of the Stock. TMT-FW Because of its position as one of two general partners of EBD, the sole general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 152,691 shares of the Stock, which constitutes approximately 4.9% of the outstanding shares of the Stock. TMT Because of his position as the President and sole shareholder of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 152,691 shares of the Stock, which constitutes approximately 4.9% 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 100, which constitutes less than 0.1% of the 3,097,228 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. JMP The aggregate number of shares of the Stock that JMP owns beneficially, pursuant to Rule 13d-3 of the Act, is 36,500, which constitutes approximately 1.2% 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 76,346 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 76,346 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 76,346 shares of the Stock. TAG Acting through its sole general partner, TAG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 152,691 shares of the Stock. EBD As the sole general partner of TAG, EBD has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 152,691 shares of the Stock. DAC As one of two general partners of EBD, which is the sole general partner of TAG, DAC has shared power to vote or to direct the vote and to dispose or to direct the disposition of 152,691 shares of the Stock. TMT-FW As one of two general partners of EBD, which is the sole general partner of TAG, TMT-FW has shared power to vote or to direct the vote and to dispose or to direct the disposition of 152,691 shares of the Stock. TMT As the President and sole shareholder of TMT-FW, which is one of two general partners of EBD, which is the sole general partner of TAG, TMT has shared power to vote or to direct the vote and to dispose or to direct the disposition of 152,691 shares of the Stock. WPH WPH has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. JMP JMP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 36,500 shares of the Stock. (c) - (e) No material change Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii) Exhibit 99.2 -- Letter to the President and Chief Executive Officer of the Issuer Exhibit 99.3 -- Letter to the President and Chief Executive Officer of the Issuer After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: April 5, 1994 /s/William P. Hallman, Jr., William P. Hallman, Jr., Individually and as 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) /s/William O. Reimann IV William O. Reimann IV, Attorney-in-Fact for: DORT A. CAMERON III (6) THE AIRLIE GROUP L.P., a Delaware limited partnership By: EBD L.P., a Delaware limited partnership, General Partner By: TMT-FW, INC., a Texas corporation, General Partner By: /s/William P. Hallman, Jr. William P. Hallman, Jr., Vice President EBD L.P., a Delaware limited partnership By: TMT-FW, INC., a Texas corporation, General Partner By: /s/William P. Hallman, Jr. William P. Hallman, Jr., Vice President TMT-FW, INC., a Texas corporation By: /s/William P. Hallman, Jr. William P. Hallman, Jr., Vice President (1) A Power of Attorney authorizing William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William O. Reimann IV, et al., to act on behalf of Dort A. Cameron III previously has been filed with the Securities and Exchange Commission. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: April 5, 1994 /s/Joseph Palazzolo EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith 99.2 Letter to the President and Chief Executive Officer of the Issuer, previously filed with Amendment No. 3 to the Schedule 13D 99.3 Letter to the President and Chief Executive Officer of the Issuer, filed herewith EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 6 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. /s/William P. Hallman, Jr. William P. Hallman, Jr., Individually and as 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) /s/William O. Reimann IV William O. Reimann IV, Attorney-in-Fact for: DORT A. CAMERON III (6) THE AIRLIE GROUP L.P., a Delaware limited partnership By: EBD L.P., a Delaware limited partnership, General Partner By: TMT-FW, INC., a Texas corporation, General Partner By: /s/William P. Hallman, Jr. William P. Hallman, Jr., Vice President EBD L.P., a Delaware limited partnership By: TMT-FW, INC., a Texas corporation, General Partner By: /s/William P. Hallman, Jr. William P. Hallman, Jr. Vice President TMT-FW, INC., a Texas corporation By: /s/William P. Hallman, Jr. William P. Hallman, Jr., Vice President (1) A Power of Attorney authorizing William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William P. Hallman, Jr., 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 William O. Reimann IV, et al., to act on behalf of Dort A. Cameron III previously has been filed with the Securities and Exchange Commission. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. /s/Joseph Palazzolo EX-99.3 3 LETTER TO PRESIDENT AND CEO OF ISSUER April 5, 1994 Charles R. Ellis John Wiley & Sons, Inc. 605 Third Avenue New York, New York 10158-0012 Dear Mr. Ellis: We are writing to submit the names of five individuals for nomination to the Board of Directors of John Wiley & Sons, Inc. in accordance with the Company's charter and bylaws. We intend that the submitted nominees stand for election to the five board positions that will be determined by the votes of Class A shareholders at the 1994 Annual Meeting. Our goal in nominating these individuals is to bring to the Company's Board individuals who have been chosen by Wiley's Class A shareholders and who have experience relevant to Wiley's businesses. We had hoped to achieve this goal through direct, negotiated channels. To this end, we requested that you and the Wiley Board extend the April 8 deadline for director nominations in order to give us time to explore mutually acceptable ways to meet this goal. When this request was denied, we then developed and submitted to you a proposal for a consultative process through which Class A shareholders would have formal input into the selection of Class A directors. Our proposal focused on the use of a consolidated ballot process, an approach which provides shareholders with a genuine choice in the selection of directors, and which recently has received heightened attention and support from corporate governance experts and members of the policy community. This proposal was also rejected. In view of the Board's rejection of both of our proposals and the Company's April 8th deadline for director nominations, we are left with no alternative but to submit formal director nominations at this time. In your March 30 letter to us, you describe Wiley's present nomination process in some detail. You refer to the Company's use of an executive search firm to identify individuals with promising backgrounds, and to an extensive process of communications, evaluations and interviews. These practices, which are standard in many public corporations, constitute a reasonable, though hardly exclusive, starting point for the identification of qualified director candidates. However, as we have indicated to you in the past, such basic procedures do not seem to us to be sufficient to ensure that the interests of Wiley's Class A shareholders are fully represented on the Wiley Board. Wiley's dual class capital structure denies its Class A shareholders many of the rights that are accorded to shareholders at most other public companies. The Company's charter, however, does give to Class A shareholders one specific right--to elect 30% of the Wiley Board. Yet for this right to be meaningful, Class A shareholders must have some form of direct, structural input into the selection process. No such input, even at an informal level, is implied in your letter, nor have any of Wiley's shareholders reported to us that they have been consulted by the Company about this matter in the past. We believe that the directors elected by Class A shareholders should be chosen through a process that directly incorporates their input and preferences. You indicated in your March 30th letter that the Committee on Directors is prepared to consider the qualifications of any candidates that we propose. We would assume that this Committee would give such consideration to any candidates submitted by a Class A shareholder. Our efforts, however, are not aimed merely at satisfying an internal review process directed by the Company but, rather, at giving Class A shareholders a direct, structured role in the selection and election of Class A directors. Your prompt rejection of our proposal for a consultative process for identifying Class A directors convinces us that such a process would be beneficial to Wiley's Class A shareholders. For these reasons, we have made the decision to propose five new individuals for election to Wiley's Board by Wiley's Class A shareholders. We have identified individuals with expertise relevant to the Company. Our nominees have extensive experience in publishing operations; in software and information technology; in finance; and in the products and markets that Wiley serves. In addition, they all share a common commitment to safeguarding value and representing the interests of shareholders. Our nominees are: John Cullinane, President of the Cullinane Group and previously founder and CEO of Cullinet Software; John Herrington, an attorney in private practice and previously Chairman of Harcourt Brace Jovanovich and United States Secretary of Energy; Joseph Palazzolo, a private investor who was previously President of Warren, Gorham, and Lamont, and of JPT Publishing Group; Katherine Schipper, the Eli B. and Harriet B. Williams Professor of Accounting at The University of Chicago Graduate School of Business and the current or past editor of several prominent journals and publication series in the accounting field; and myself, President of Taylor & Co., an investment firm associated with members of the Bass family in Fort Worth, Texas, and a director of several public and privately held corporations. In our original proposal to you we suggested a process in which we and other Class A shareholders would identify director candidates independent of ourselves and other Class A shareholders. In view of the Company's reaction to our earlier suggestions, however, we have come to believe that Class A shareholders would be best served by also having shareholder representatives directly on the Board. And, in addition to our expertise in the publishing and investment fields, Mr. Palazzolo and myself are also Wiley shareholders. We regret that the Company was unwilling to pursue the kind of consultative process that we proposed in our earlier letter. We nevertheless remain hopeful that you and the other members of the Wiley Board will come to welcome our efforts to ensure input for Wiley's Class A shareholders into the selection of the directors whom they elect and who represent them on the Wiley Board. Sincerely yours, /s/Thomas M. Taylor -----END PRIVACY-ENHANCED MESSAGE-----