PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 1-7564
DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-5034940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 LIBERTY STREET, NEW YORK, NEW YORK 10281
(Address of principal executive offices) (Zip Code)
(212) 416-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of each of the issuer's classes of
common stock on March 31, 1998: 75,636,228 shares of Common Stock and
21,512,673 shares of Class B Common Stock.
PAGE 2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
Dow Jones & Company, Inc.
Quarters Ended March 31
===========================================================================
(in thousands except
per share amounts) 1998 1997
- ---------------------------------------------------------------------------
Revenues:
Information services $267,383 $265,977
Advertising 244,666 228,472
Circulation and other 109,432 111,514
- ---------------------------------------------------------------------------
Total revenues 621,481 605,963
- ---------------------------------------------------------------------------
Expenses:
News, operations and development 217,508 210,663
Selling, administrative and general 225,759 212,945
Newsprint 39,855 33,619
Second class postage and carrier delivery 28,268 27,643
Depreciation and amortization 54,613 58,931
- ---------------------------------------------------------------------------
Operating expenses 566,003 543,801
- ---------------------------------------------------------------------------
Operating income 55,478 62,162
Other Income (Deductions):
Investment income 907 806
Interest expense (2,682) (4,801)
Equity in losses of associated companies (5,887) (12,693)
Other, net 15,096 5,934
- ---------------------------------------------------------------------------
Income before income taxes 62,912 51,408
Income taxes 28,214 26,009
- ---------------------------------------------------------------------------
Net Income $ 34,698 $ 25,399
===========================================================================
Per Share:
Net income per share:
- Basic $.36 $.27
- Diluted .35 .26
Weighted-average shares outstanding:
- Basic 96,878 95,570
- Diluted 98,248 96,267
Cash dividends $.24 $.24
- ---------------------------------------------------------------------------
Comprehensive income $38,884 $25,294
===========================================================================
See notes to condensed consolidated financial statements.
PAGE 3
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
Dow Jones & Company, Inc.
Three Months Ended March 31
===========================================================================
(in thousands) 1998 1997
- ---------------------------------------------------------------------------
Operating Activities:
Net income $ 34,698 $ 25,399
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 54,613 58,931
Changes in assets and liabilities (16,246) 31,180
Other, net (6,152) 8,187
- ---------------------------------------------------------------------------
Net cash provided by operating activities 66,913 123,697
- ---------------------------------------------------------------------------
Investing Activities:
Additions to plant and property (64,674) (66,207)
Businesses and investments acquired,
net of cash received (36,190) (7,247)
Disposition of investments 127,629
Other, net 1,802 8,751
- ---------------------------------------------------------------------------
Net cash provided by (used in)
investing activities 28,567 (64,703)
- ---------------------------------------------------------------------------
Financing Activities:
Cash dividends (23,227) (22,926)
Reduction of long-term debt (63,016) (32,900)
Other, net 16,444 8,172
- ---------------------------------------------------------------------------
Net cash used in financing activities (69,799) (47,654)
- ---------------------------------------------------------------------------
Effect of exchange rate changes on cash 938 (611)
- ---------------------------------------------------------------------------
Increase in cash and cash equivalents 26,619 10,729
Cash and cash equivalents at beginning of year 23,763 6,769
- ---------------------------------------------------------------------------
Cash and cash equivalents at March 31 $ 50,382 $ 17,498
===========================================================================
See notes to condensed consolidated financial statements.
PAGE 4
CONDENSED CONSOLIDATED
BALANCE SHEETS
Dow Jones & Company, Inc.
March 31 December 31
===========================================================================
(in thousands) 1998 1997
- ---------------------------------------------------------------------------
Assets:
Cash and cash equivalents $ 50,382 $ 23,763
Accounts receivable--trade, net 290,191 295,250
Inventories 11,995 13,104
Investment in associated company,
held for disposal 102,789
Other current assets 74,672 71,647
- ---------------------------------------------------------------------------
Total current assets 427,240 506,553
- ---------------------------------------------------------------------------
Investments in associated companies,
at equity 39,303 46,064
Other investments 94,449 85,290
Plant and property, at cost 2,488,327 2,451,589
Less, accumulated depreciation 1,707,056 1,667,552
- ---------------------------------------------------------------------------
781,271 784,037
Excess of cost over net assets of
businesses acquired, less amortization 387,786 387,787
Deferred income taxes 89,192 93,045
Other assets 15,160 16,958
- ---------------------------------------------------------------------------
Total assets $1,834,401 $1,919,734
===========================================================================
Liabilities:
Accounts payable and accrued liabilities $ 291,128 $ 360,350
Income taxes 59,906 53,895
Unearned revenue 270,747 252,832
Current maturities of long-term debt 5,318 5,318
- ---------------------------------------------------------------------------
Total current liabilities 627,099 672,395
Long-term debt 165,803 228,806
Other noncurrent liabilities 225,990 237,711
- ---------------------------------------------------------------------------
Total liabilities 1,018,892 1,138,912
- ---------------------------------------------------------------------------
Stockholders' Equity:
Common stocks 102,181 102,181
Additional paid-in capital 137,181 136,398
Retained earnings 719,010 707,539
Accumulated other comprehensive income (1,958) (6,144)
- ---------------------------------------------------------------------------
956,414 939,974
Less, treasury stock, at cost 140,905 159,152
- ---------------------------------------------------------------------------
Total stockholders' equity 815,509 780,822
- ---------------------------------------------------------------------------
Total liabilities and stockholders' equity $1,834,401 $1,919,734
===========================================================================
See notes to condensed consolidated financial statements.
PAGE 5
NOTES TO FINANCIAL STATEMENTS
Dow Jones & Company, Inc.
1. The accompanying unaudited condensed consolidated financial statements
reflect all adjustments considered necessary by management to present
fairly the company's consolidated financial position as of March 31, 1998,
and December 31, 1997, and the consolidated results of operations and the
consolidated cash flows for the three-month periods ended March 31, 1998
and 1997. All adjustments reflected in the accompanying unaudited
condensed consolidated financial statements are of a normal recurring
nature. The results of operations for the respective interim periods are
not necessarily indicative of the results to be expected for the full year.
2. On March 17, 1998, the company agreed to sell its Dow Jones Markets
subsidiary to Bridge Information Systems, Inc. ("Bridge"). The sale, which
is subject to obtaining regulatory approvals and Bridge obtaining
financing, is expected to close during the second quarter of 1998. The
company expects to record a significant charge upon the consummation of
the sale.
3. The first quarter of 1998 included a gain of 11 cents a share from the
sales of the company's interests in WBIS+ TV (eight cents a share) and
Mediatex Communications Corp., publisher of Texas Monthly magazine (three
cents a share).
4. Diluted earnings per share have been computed as follows:
Three Months Ended March 31
===========================================================================
(in thousands) 1998 1997
- ---------------------------------------------------------------------------
Net income $34,698 $25,399
Weighted-average shares outstanding - basic 96,878 95,570
Stock options 1,209 581
Other, principally contingent stock rights 161 116
------ ------
Weighted-average shares outstanding - diluted 98,248 96,267
Diluted earnings per share $.35 $.26
===========================================================================
5. Comprehensive income was computed as follows:
Three Months Ended March 31
===========================================================================
(in thousands) 1998 1997
- ---------------------------------------------------------------------------
Net income $34,698 $25,399
Foreign currency translation adjustments (182) (1,644)
Unrealized gain on investments 4,368 1,539
------ ------
Comprehensive income $38,884 $25,294
===========================================================================
6. Certain of the 1997 amounts have been reclassified for comparative
purposes.
PAGE 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FOR THE FIRST QUARTERS ENDED MARCH 31, 1998 AND 1997
Net income for the first quarter of 1998 was $34.7 million, or $.36 per
basic share, an increase of $9.3 million, or 36.6%, from $25.4 million, or
$.27 per basic share, earned in 1997's first quarter. Earnings in 1998
included an enhancement of 11 cents per share, consisting of an eight-cents-
per-share gain from the sale of the company's interest in WBIS+ TV and a
three-cents-per-share gain on the sale of its interest in Mediatex
Communications Corp., publisher of Texas Monthly magazine. Earnings in the
first quarter of 1997 included a gain of four cents per share from the sale
of the company's American Demographics subsidiary, a publisher of
information products serving the marketing industry. Excluding these
nonrecurring gains, net income in 1998's first quarter rose 12%.
The first quarter of 1998 benefitted from a reduction in television
losses, a 4.8% advertising linage gain at the domestic Journal, improvements
due to restructuring IDD Enterprises and discontinuing DJA Partners in the
latter half of 1997, and lower interest expense. A continued decline in Dow
Jones Markets results and higher newsprint prices partially offset these
gains.
On March 17, 1998, the company agreed to sell its Dow Jones Markets
subsidiary to Bridge Information Systems, Inc. ("Bridge"). The purchase
price is $510 million, consisting of $360 million in cash and $150 million
of 5 year, 4% preferred stock of Bridge, which is convertible into 10% of
Bridge's common equity. The sale, which is subject to obtaining regulatory
approvals and Bridge obtaining financing, is expected to close during the
second quarter of 1998. The company expects to record a significant charge
against earnings upon the consummation of the sale.
First-quarter operating income of $55.5 million fell $6.7 million, or
10.8%, from 1997's first quarter. The operating margin dipped to 8.9% from
10.3% in 1997. Revenues of $621.5 million in 1998 rose $15.5 million, or
2.6%, largely the result of higher advertising revenue for The Wall Street
Journal. Dow Jones Markets revenue fell 7.5% in the quarter.
Consolidated operating expenses rose $22.2 million, or 4.1%, to $566
million. Higher Print Publications expenses, chiefly due to increased
newsprint charges and Wall Street Journal selling costs, as well as
increased product development costs for Dow Jones Markets were somewhat
offset by a decline in the amortization of goodwill attributable to Dow
Jones Markets and a reduction in European business television operating
expenses. As part of the global business television alliance entered into
in December 1997 with National Broadcasting Company (NBC), the company's
majority-held operation in Europe and CNBC's European operation merged into
a 50/50 partnership. As a result, the company's share of the European
partnership's results is no longer included in operating income, as it was
in 1997, but rather is included in Equity in Losses of Associated Companies
in 1998. Consolidated newsprint expense increased 18.5%, reflecting
approximately a 13% rise in newsprint prices, on average, and a 4.5%
increase in consumption. The company employed 12,087 full-time employees at
March 31, 1998, up 1.1% from the 11,954 employees a year earlier, but was
down 1.8% from the 12,309 employees at year-end 1997.
PAGE 7
SEGMENT DATA
The company's operations are divided into the following three segments:
business publishing, financial information services and community
newspapers. Business publishing contains the company's Print Publications,
Dow Jones Interactive Publishing and some television operations. Business
publishing serves the corporate business consumer and private investor
marketplaces by providing news and information in a wide variety of print
and electronic media. Business publishing accounted for just over half of
the company's revenues in the first quarter of 1998.
Financial information services includes Dow Jones Markets, Dow Jones
Newswires and the Dow Jones Indexes groups. This segment serves primarily
the worldwide financial services industry - including traders and brokers -
with real-time business and financial news, quotes, trading systems and
analytical tools. Financial information services comprised about 36% of the
company's revenues in the first quarter of 1998.
The community newspapers segment consists of the company's Ottaway
Newspapers Inc. subsidiary, which publishes 19 daily newspapers in
communities throughout the United States. The community newspapers segment
accounted for 11% of the company's first-quarter 1998 revenues.
The following table compares revenues and operating income (loss) for
these business segments for the 1998 and 1997 quarters ended March 31:
============================================================================
% Increase
(in thousands) 1998 1997 (Decrease)
- ----------------------------------------------------------------------------
Revenues:
Business publishing $323,861 $309,219 4.7
Financial information services 226,723 228,709 (0.9)
Community newspapers 70,897 68,035 4.2
- ----------------------------------------------------------------------------
Operating Income (Loss):
Business publishing $ 59,675 $ 51,210 16.5
Financial information services (6,187) 6,705 -
Community newspapers 8,155 8,373 (2.6)
============================================================================
BUSINESS PUBLISHING
First-quarter operating income of $59.7 million was up $8.5 million, or
16.5%, from the $51.2 million earned a year earlier. The operating margin
rose to 18.4% from 16.6% in 1997's first quarter. Revenues for the segment
grew 4.7%, to $323.9 million; while expenses climbed 2.4%, to $264.2
million. The segment benefitted from a reduction in losses of IDD
Enterprises and a drop-off in television losses, as the company's television
losses in Europe are now included as part of Equity in Losses of Associated
Companies.
PAGE 8
Print Publications, which includes the results of The Wall Street
Journal and its international editions in Europe and Asia, Barron's and
other periodicals, had a revenue increase of 5.7% in the quarter. Print
Publications' advertising revenue grew 8.1%, largely on the strength of a
4.8% advertising linage gain at The Wall Street Journal. The Journal linage
gain in 1998's first quarter followed a 21.7% increase a year earlier.
General advertising linage, which comprised roughly 55% of total Wall
Street Journal linage, climbed 10.7% in part due to increased advertising by
the automotive and computer software industries. Financial linage, which
composed about 30% of total Journal linage, dipped 5.4%. Classified and
other Journal linage, which constituted 15% of Journal linage, gained 7.5%
reflecting increased real estate advertising. Barron's national advertising
pages were up 13.1%. Advertising revenue for international print
publications, including the Asian and European Wall Street Journals and the
Far Eastern Economic Review, grew 1%. Advertising revenue of the
international publications was slowed in part due to softness in the Asian
market.
Circulation revenue for Print Publications was up less than 1% from the
like 1997 quarter. Average circulation in the first three months of 1998
for The Wall Street Journal was 1,814,000, down 0.7% from 1997's first
quarter. Barron's average circulation of 303,000 for the first three
months of 1998 was up 0.7% from the comparable 1997 period. Combined
circulation for the Asian and European Journals increased about 4% to
124,000. Print Publications expenses climbed 8.9%, largely the result of
higher newsprint costs and expanded selling efforts.
Dow Jones Interactive Publishing, which includes the results of Dow
Jones Interactive, The Wall Street Journal Interactive Edition and IDD
Enterprises (IDD), achieved a revenue gain of 3.9%; while expenses fell
8.1%, largely reflecting the restructuring of IDD in the latter part of
1997. Excluding the results of IDD from each year, revenues increased
11.5%, while expenses were up 6.8%. The revenue increase was mainly driven
by subscription and advertising gains for The Wall Street Journal
Interactive Edition and volume gains for Dow Jones Interactive. At the end
of March 1998, subscribers to the Interactive Journal totaled approximately
200,000, more than double the level of a year ago. The expense increase of
6.8% excluding IDD was chiefly as a result of additional selling expenses.
Including television partnerships reported in Equity in Losses of
Associated Companies, total pretax television losses in 1998 were $10
million versus losses of $18.9 million a year earlier. The first quarter of
1997 was negatively affected by start-up losses of WBIS+, which was sold in
the first quarter of 1998. Additionally, television results in 1998
relative to the first quarter of 1997 benefitted from the business
television alliance with CNBC.
The number of full-time employees in the business publishing segment
was down about 2% from March 31, 1997, as reductions in television
operations and at IDD Enterprises more than offset an expanded Wall Street
Journal staff.
PAGE 9
FINANCIAL INFORMATION SERVICES
As previously mentioned, on March 17, 1998, the company agreed to sell
its Dow Jones Markets unit, which accounted for over three-quarters of the
segment's first-quarter 1998 revenues, to Bridge Information Systems, Inc.
("Bridge"). The sale, which is subject to obtaining regulatory approvals
and Bridge obtaining financing, is expected to close during the second
quarter of 1998.
The financial information services segment, which includes Dow Jones
Markets, Dow Jones Newswires and Dow Jones Indexes, reported an operating
loss of $6.2 million in 1998's first quarter. The loss was a negative swing
of $12.9 million from the $6.7 million earned in 1997's first quarter due to
a decline in Dow Jones Markets results.
Financial information services revenue slipped $2 million, or 0.9%, to
$226.7 million. A Dow Jones Markets revenue decline of 7.5% more than
offset a 22% revenue gain from the company's newswires, and increases in
index-licensing revenue. The strong gain in Dow Jones Newswires revenue was
due in part to a restructured agreement with the Associated Press (AP),
which was extended through the end of 2004. Prior to 1998, the company
recorded its 50% share of both revenues and expenses from the joint AP/Dow
Jones overseas newswires. As part of the restructured agreement, Dow Jones
obtained sole editorial, sales and developmental control of these newswires,
while the Associated Press gained a royalty stream through 2004. In 1998
and through the end of the contract period, Dow Jones will record 100% of
revenue and expenses from these newswires.
Operating expenses for the financial information services segment of
$232.9 million were up $10.9 million, or 4.9%, in the first three months of
1998. Increased Dow Jones Newswires expenses, in part the result of the
restructured AP agreement, and additional product development expenditures
for Dow Jones Markets were tempered by lower goodwill amortization of Dow
Jones Markets. At March 31, 1998, the number of full-time employees in this
segment was up roughly 4.6% from a year earlier, however, employee levels
were down 5.8% from the end of 1997, reflecting a reduction in Dow Jones
Markets staffing.
COMMUNITY NEWSPAPERS
First-quarter operating income of $8.2 million at the community
newspapers segment declined $0.2 million, or 2.6%, from the comparable 1997
period. The segment's operating margin slipped to 11.5% from 12.3% from a
year ago. Community newspapers revenue of $70.9 million advanced $2.9
million, or 4.2%. Rate increases drove a 4.3% gain in advertising revenue.
Advertising linage was flat. Circulation revenue grew 3.1% from the first
quarter of 1997 also as a result of rate increases. Operating expenses of
$62.7 million climbed $3.1 million, or 5.2%. An 11% hike in newsprint
expense and expanded selling efforts contributed to the rise in expenses.
PAGE 10
OTHER INCOME/DEDUCTIONS
Interest expense in 1998's first three months fell $2.1 million, or
44.1%, from the first quarter of 1997, principally due to a lower debt
level. Long-term debt outstanding, including current maturities, at March
31, 1998, was $171.1 million, compared with $304.7 million a year earlier
and $234.1 million at year-end 1997.
The company's share of losses from associated companies was $5.9
million, compared with losses of $12.7 million a year earlier. The
improvement was due to stronger results from the company's newsprint mill
partnership in Canada as well as from favorable comparisons as losses from
associated companies in 1997 included losses from WBIS+ TV and DJA
Partners. The company's share of losses in 1998 from its European business
television partnership with CNBC partially offset these enhancements.
Other income in the first quarter of 1998 was $15.1 million versus $5.9
million a year prior. Included in Other, net in the first quarter of 1998
was a pretax gain of $15.4 million from the sales of WBIS+ and Mediatex
Communications Corp., while 1997's first quarter included a gain of $6.2
million from the sale of the company's American Demographics subsidiary.
INCOME TAXES
The effective income tax rate for the first quarter of 1998 was 44.8%,
compared with 50.6% in 1997. The lower effective tax rate in 1998 was
primarily the result of the reduction in nondeductible goodwill amortization
in 1998. Excluding the effect of nondeductible goodwill in each year, the
effective tax rate was 42.6% in 1998 and 42.3% in 1997.
FINANCIAL POSITION
In the first three months of 1998, funds provided by operations were
$66.9 million, compared with $123.7 million generated in the first three
months of 1997. The decline in cash provided by operations, relative to the
first quarter of 1997, was in part due to a reduction in current
liabilities. As an additional source of funds during the quarter, the
company received $127.6 million from its sales of WBIS+ and Mediatex
Communications Corp. Using principally the above sources of cash, the
company funded capital expenditures of $64.7 million, paid dividends of
$23.2 million, invested $36.2 million in various businesses and investments
and reduced debt by $63 million. At March 31, 1998, the balance of cash and
cash equivalents was $50.4 million, up $26.6 million from year-end 1997.
YEAR 2000
The company expects operating costs over the 1997-1999 period to modify
its systems for the Year 2000 issue to total between $13 million and $20
million. Of this total, approximately $4 million was incurred in 1997.
PAGE 11
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis and other sections of this Form
10-Q include forward-looking statements that reflect the company's current
expectations or beliefs concerning future results and events. The words
"expects," "intends," "believes," "anticipates," "likely," "will," and
similar expressions identify forward-looking statements. These forward-
looking statements are subject to certain risks and uncertainties which
could cause actual results and events to differ materially from those
anticipated in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, the inability to
consummate the sale of Dow Jones Markets, for any reason, including the
failure to obtain any necessary regulatory approvals or the failure of
Bridge to obtain financing; the timing of the sale of Dow Jones Markets;
rapid technological changes and frequent new product introductions prevalent
in the financial information services and electronic publishing industries;
product obsolescence due to advances in technology and shifts in market
demand; competition from increased availability of financial information,
including through the Internet, and resulting price pressures; business
conditions (growth or consolidation) in the financial services and banking
industries; economic and stock market conditions, particularly in the U.S.,
Asia and Europe, and their impact on advertising sales and sales of the
company's products and services; cost of newsprint; adverse verdicts in
legal proceedings, including libel actions; adverse decisions by federal
regulators; risks associated with the development of television channels in
competitive foreign markets, including the ability to produce or obtain
desired programming, to sell advertising time at desired rates, to achieve
sufficient distribution and to attract audiences; risks associated with
foreign operations, including currency and political risks; the cost of
resolving the company's Year 2000 software issues or untimely resolution of
its Year 2000 issues; and such other risk factors as may have been or may be
included from time to time in the company's reports filed with the
Securities and Exchange Commission.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Stockholders on April 15, 1998, there were
represented in person or by proxy 69,623,505 shares of Common Stock
(carrying one vote per share) and 19,800,692 shares of Class B Common Stock
(carrying ten votes per share). At the Annual Meeting:
1) the holders of the Common Stock, voting separately as a class,
elected as directors:
FOR VOTES WITHHELD
Rand V. Araskog 64,383,990 5,239,515
Vernon E. Jordan, Jr. 63,804,743 5,818,762
PAGE 12
2) the holders of the Common Stock and the Class B Common Stock,
voting together, elected as directors:
FOR VOTES WITHHELD
Kenneth L. Burenga 255,009,926 12,620,499
William C. Cox, Jr. 256,386,053 11,244,372
Irvine O. Hockaday, Jr. 256,646,233 10,984,192
M. Peter McPherson 259,076,622 8,553,803
3) the holders of the Common Stock and the Class B Common Stock,
voting together, approved the adoption of the Dow Jones 1998 Employee Stock
Purchase Plan by a vote of 251,689,062 votes in favor; 2,442,679 votes
against; 6,080,900 abstentions and 7,417,784 broker non-votes.
4) the holders of the Common Stock and the Class B Common Stock,
voting together, approved the adoption of the Dow Jones 1998 Stock Option
Plan by a vote of 243,896,148 votes in favor; 12,229,199 votes against;
4,087,295 abstentions and 7,417,783 broker non-votes.
5) the holders of the Common Stock and the Class B Common Stock,
voting together, approved the appointment of Coopers & Lybrand L.L.P.,
independent certified public accountants, as auditors for 1998 by a vote of
266,936,761 votes in favor; 580,938 votes against and 112,726 abstentions.
6) the holders of the Common Stock and the Class B Common Stock,
voting together, failed to approve a stockholder proposal to establish
cumulative voting in the election of directors by a vote of 233,065,274
votes against; 24,806,066 votes in favor; 2,341,302 abstentions and
7,417,783 broker non-votes.
7) the holders of the Common Stock and the Class B Common Stock,
voting together, failed to approve a stockholder proposal to establish one-
year terms for directors by a vote of 222,599,165 votes against; 36,791,034
votes in favor; 822,443 abstentions and 7,417,783 broker non-votes.
In addition, the following directors continued in office after the
meeting: Christopher Bancroft, Peter R. Kann, Leslie Hill, William C.
Steere, Jr., Harvey Golub, David K.P. Li, Jane C. MacElree, Frank N. Newman
and James H. Ottaway, Jr.
PAGE 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits filed:
Exhibit
Number Document
- ------- --------
10.1 Dow Jones 1998 Employee Stock Purchase Plan is hereby incorporated
by reference to Appendix A to Dow Jones' 1998 Proxy Statement.
10.2 Dow Jones 1998 Stock Option Plan is hereby incorporated by
reference to Appendix B to Dow Jones' 1998 Proxy Statement.
* 27 Financial Data Schedule
* Securities and Exchange Commission and New York Stock Exchange copies
only.
(b) Reports on Form 8-K:
On a Form 8-K, dated March 18, 1998, under Item 5. Other Events
and Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits, Dow Jones filed a copy of a press release that the company had
issued on March 17, 1998.
PAGE 14
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOW JONES & COMPANY, INC.
-------------------------
(Registrant)
Date: April 30, 1998 By Thomas G. Hetzel
----------------------
Comptroller
(Chief Accounting Officer)