<SUBMISSION>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
December 31, 2005
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/ / Rule 13d-1(b)
/ X / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the Stock of the Issuer reported herein is 3,363,743 shares, which constitutes approximately 7.1% of the 47,385,176 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 47,369,439 shares outstanding.
CUSIP No. 968223206
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. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 1,231,157 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,231,157 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,231,157
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.6%
12. Type of Reporting Person: 00-Trust
--------------
(1) Power is exercised through its trustees, Nancy L. Bass, Sid R. Bass and Lee M. Bass.
CUSIP No. 968223206
1. Name of Reporting Person:
820 Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 1,439,303 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,439,303 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,439,303
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.0%
12. Type of Reporting Person: 00-Trust
--------------
(1) Power is exercised through its sole Trustee, Lee M. Bass.
CUSIP No. 968223206
1. Name of Reporting Person:
Prime 66 Partners
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 435,946 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 435,946 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
435,946
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.9%
12. Type of Reporting Person: PN
--------------
(1) Power is exercised through its managing general partner, SRB Diversified Realty, Inc.
CUSIP No. 968223206
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. Citizenship or Place of Organization: United States
5. Sole Voting Power: 13,800
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 13,800
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
29,537 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): less than 0.1% (2)
12. Type of Reporting Person: IN
--------------
(1) Includes 10,782 shares of Class A Common Stock currently represented by phantom stock units acquired by Mr. Marion under the Issuer's Deferred Compensation Plan for Directors' Compensation. Under such plan, a director is entitled to receive, after ceasing to be a director of the Issuer, a number of shares of Class A Common Stock equal to the number of units held by the director under the plan. Also includes 4,955 shares of the Issuer's Class A Common Stock that may be acquired by Mr. Marion upon the exercise of director stock options.
(2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be outstanding is 47,385,176.
CUSIP No. 968223206
1. Name of Reporting Person:
Lee and Ramona Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 227,800 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 227,800 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
227,800
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.5%
12. Type of Reporting Person: CO
--------------
(1) Power is exercised through its President, Lee M. Bass.
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 13G Statement dated November 18, 2005 (the "Schedule 13G"), 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 as those set forth in the Schedule 13G.
Item 2(a). Names of Persons Filing.
Item 2(a) is hereby amended by adding at the end thereof the following:
Lee and Ramona Bass Foundation, a Texas non-profit corporation ("Foundation" and a "Reporting Person"), hereby joins this filing because it may be deemed to constitute a "group" with the Item 2 Persons 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 Foundation or the other Reporting Persons that a group exists. As used hereinafter, the term "Item 2 Persons" shall also include reference to Foundation.
Item 2(b). Address of Principal Business Office, or if None, Residence.
Item 2(b) is hereby amended by adding at the end thereof the following:
The address of the principal business office of Foundation is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Persons
BMT
The aggregate number of shares of the Stock that BMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,231,157, which constitutes approximately 2.6% of the outstanding shares of the Stock.
820
The aggregate number of shares of the Stock that 820 owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,439,303, which constitutes approximately 3.0% of the outstanding shares of the Stock.
Prime
The aggregate number of shares of the Stock that Prime owns beneficially, pursuant to Rule 13d-3 of the Act, is 435,946, which constitutes approximately 0.9% of the outstanding shares of the Stock.
Marion
Marion may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 29,537 shares of the Stock, which constitutes less than 0.1% of the 47,385,176 shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i).
Foundation
The aggregate number of shares of the Stock that Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 227,800, which constitutes approximately 0.5% of the outstanding shares of the Stock.
Controlling Persons
NLB
Because of her position as a Settlor of BMT, NLB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,231,157 shares of the Stock, which constitutes approximately 2.6% of the outstanding shares of the Stock.
PRB
Because of his position as a Settlor of BMT, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,231,157 shares of the Stock, which constitutes approximately 2.6% of the outstanding shares of the Stock.
LMB
Because of his positions as a Settlor and sole Trustee of 820 and as President of Foundation, LMB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,667,103 shares of the Stock, which constitutes approximately 3.5% of the outstanding shares of the Stock.
RSB
Because of her position as a Settlor of 820, RSB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,439,303 shares of the Stock, which constitutes approximately 3.0% of the outstanding shares of the Stock.
SRB Diversified
Because of its position as the managing general partner of Prime, SRB Diversified may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 435,946 shares of the Stock, which constitutes approximately 0.9% of the outstanding shares of the Stock.
SRB
Because of his position as President of SRB Diversified, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 435,946 shares of the Stock, which constitutes approximately 0.9% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.
(c)
Reporting Persons
BMT
Acting through its Trustees, BMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,231,157 shares of the Stock.
820
Acting through its sole Trustee, 820 has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,439,303 shares of the Stock.
Prime
Acting through its managing general partner, Prime has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 435,946 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 13,800 shares of the Stock.
Foundation
Acting through its President, Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 227,800 shares of the Stock.
Controlling Persons
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.
PRB
PRB 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
In his capacities as sole Trustee of 820 and President of Foundation, LMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,667,103 shares of the Stock.
RSB
RSB has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock.
SRB Diversified
In its capacity as the managing general partner of Prime, SRB Diversified has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 435,946 shares of the Stock.
SRB
In his capacity as President of SRB Diversified, SRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 435,946 shares of the Stock.
Item 10. Certification.
Item 10 is hereby restated in its entirety as follows:
By signing below I certify that to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: February 13, 2006
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/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
820 MANAGEMENT TRUST (2)
JOHN L. MARION, JR. (3)
PRIME 66 PARTNERS, a Texas general partnership
By: SRB Diversified Realty, Inc., managing general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
LEE AND RAMONA BASS FOUNDATION
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Secretary
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(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 820 Management Trust 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 John L. Marion, Jr. previously has been filed with the Securities and Exchange Commission.