UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2005
(February 14, 2005)
DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-7564 13-5034940
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
of incorporation)
200 Liberty Street, New York, New York 10281
(Address of principal executive offices) (ZIP CODE)
Registrant's telephone number, including area code: (212) 416-2000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) Purchase Agreement.
On February 17, 2005, Dow Jones & Company, Inc. ("Dow Jones" or the
"Company") completed an offering (the "Offering") of $225 million
aggregate principal amount of its 3.875% Senior Notes due 2008 (the
"Notes") in a transaction under Rule 144A under the Securities Act of
1933 (the "Securities Act") and Regulation S under the Securities Act.
In connection with the Offering, Dow Jones entered into a purchase
agreement, dated as of February 14, 2005 (the "Purchase Agreement"),
with J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities
LLC, Credit Suisse First Boston LLC, Lloyds TSB Bank plc and Mitsubishi
Securities International plc, as initial purchasers of the Notes
(collectively, the "Initial Purchasers").
Dow Jones intends to use the proceeds from the Offering of
approximately $224.9 million (before deducting the Initial Purchasers'
discount of approximately $1 million) to refinance a portion of its
$438.7 million of commercial paper borrowings incurred in connection
with its acquisition of MarketWatch, Inc. ("MarketWatch"), and for
other general corporate purposes.
In the Purchase Agreement, Dow Jones agreed to indemnify the Initial
Purchasers against certain liabilities in connection with the Offering
or contribute to payments that the Initial Purchasers may be required
to make in respect of those liabilities.
In the ordinary course of business, the Initial Purchasers and their
affiliates have provided, and may in the future provide, investment
banking, commercial banking, cash management, foreign exchange or
other financial services to Dow Jones and its affiliates for which
they have received compensation and may receive compensation in the
future. J.P. Morgan Securities Inc. provided Dow Jones with financial
advisory services in connection with its acquisition of MarketWatch
for which it received a customary fee. Affiliates of each of the
Initial Purchasers have provided loan commitments to the Company under
its credit agreements. In addition, affiliates of J.P. Morgan
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Banc of America Securities LLC serve as placement agents in
connection with Dow Jones' commercial paper program, and an affiliate
of J.P. Morgan Securities Inc. serves as Dow Jones' issuing and paying
agent in connection with its commercial paper program. An affiliate of
Merrill Lynch, Pierce, Fenner & Smith Incorporated serves as Dow
Jones' option plan administrator and provides the Company with
services in connection with its share repurchase program. The Initial
Purchasers and their affiliates, as applicable, each received and will
continue to receive customary fees in connection with these
transactions. In the ordinary course of business, affiliates of the
Initial Purchasers are customers of Dow Jones' various products and
services for which they pay the Company customary fees.
The offering and sale of the Notes were not registered under the
Securities Act, and the Notes may not be reoffered or resold in the
United States absent registration or an applicable exemption from
registration requirements.
A copy of the Purchase Agreement is attached as Exhibit 1.1 to this
Current Report on Form 8-K and is hereby incorporated by reference
herein. The descriptions of the material terms of the Purchase
Agreement are qualified in their entirety by reference to such
exhibit.
(b) Indenture and Notes.
The Notes were issued under an indenture, dated as of February 17,
2005 (the "Indenture"), between Dow Jones and The Bank of New York, as
trustee (the "Trustee"). The Indenture and form of initial note and
exchange note, which are attached as exhibits to the Indenture,
provide, among other things, that the Notes will be senior unsecured
obligations of Dow Jones and will rank equally with all of the
Company's unsecured and unsubordinated debt. Holders of the Notes will
generally have a position junior to the claims of the creditors,
including trade creditors, of the Company's subsidiaries. Interest is
payable on the Notes on February 15 and August 15 of each year
beginning on August 15, 2005 until the maturity date of February 15,
2008. Dow Jones may redeem the Notes in whole or in part at any time
at its option at a make-whole premium, as set forth in the Notes.
The terms of the Indenture, among other things, limit the ability of
Dow Jones and its restricted subsidiaries to (i) incur debt secured by
liens, and (ii) engage in sale and leaseback transactions. These
covenants are subject to significant exceptions. The Indenture
provides for customary events of default which include (subject in
certain cases to customary grace and cure periods), among others:
nonpayment of principal, premium, if any, or interest, breach of
covenants or other agreements in the Indenture, defaults resulting in
the acceleration of certain other indebtedness, and certain events of
bankruptcy or insolvency. Generally, if an event of default occurs,
the Trustee or the holders of at least 25% in principal amount of the
then outstanding Notes may declare all of the Notes to be due and
payable.
The Bank of New York has provided a loan commitment to Dow Jones under
its five-year revolving credit agreement and from time to time has
provided the Company with foreign exchange services, as well as
services in connection with its share repurchase program. In addition,
from time to time The Bank of New York acts as an escrow agent for Dow
Jones. The Bank of New York has received, and will continue to
receive, customary consideration in connection with these
transactions. In the ordinary course of business, affiliates of The
Bank of New York are customers of Dow Jones' various products and
services for which they pay the Company customary fees. In addition,
the Trustee is permitted to engage in other transactions with Dow
Jones and its subsidiaries from time to time, provided that if the
Trustee acquires any conflicting interest it must eliminate such
conflict upon the occurrence of an event of default under the
Indenture, or else resign.
A copy of the Indenture is attached as Exhibit 4.1 to this Current
Report on Form 8-K and is hereby incorporated by reference herein. The
form of initial note and exchange note (included within the Indenture
filed as Exhibit 4.1 hereto) is filed as Exhibit 4.2 to this Current
Report on Form 8-K and is hereby incorporated by reference herein. The
descriptions of the material terms of the Indenture and the Notes are
qualified in their entirety by reference to such exhibits.
(c) Registration Rights Agreement.
In connection with the issuance of the Notes, Dow Jones entered into a
registration rights agreement (the "Registration Rights Agreement"),
dated as of February 17, 2005, with the Initial Purchasers. Under the
terms of the Registration Rights Agreement, Dow Jones agreed for the
benefit of the holders of the Notes that it will use its commercially
reasonable efforts to file with the Securities and Exchange Commission
and cause to become effective a registration statement relating to an
offer to exchange the Notes for an issue of registered notes (the
"exchange notes") having substantially the same terms as the Notes.
Dow Jones has agreed to use its commercially reasonable efforts to
cause the exchange offer to be completed within 210 days after the
issuance of the Notes.
Under certain circumstances, Dow Jones may be obligated to file a
shelf registration statement with respect to the Notes. Holders of the
Notes may be entitled to payment of additional interest if Dow Jones
does not comply with certain obligations set forth in the Registration
Rights Agreement within specified time periods.
In the Registration Rights Agreement, Dow Jones agreed to indemnify
the Initial Purchasers and the holders of the Notes against certain
liabilities in connection with the exchange offer or shelf
registration statement, as the case may be, or contribute to payments
that the Initial Purchasers may be required to make in respect of
those liabilities.
See section (a) above for a discussion of the Company's relationships
with the Initial Purchasers.
A copy of the Registration Rights Agreement is attached as Exhibit 4.3
to this Current Report on Form 8-K and is hereby incorporated by
reference herein. The descriptions of the material terms of the
Registration Rights Agreement are qualified in their entirety by
reference to such exhibit.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT
The disclosures above under Item 1.01(b) of this Current Report on Form 8-K
relating to the Indenture and the Notes are also responsive to Item 2.03 of
this report and are hereby incorporated by reference into this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
1.1 Purchase Agreement, dated February 14, 2005, among Dow Jones &
Company, Inc., J.P. Morgan Securities Inc., Merrill Lynch & Co.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several initial purchasers listed in
Schedule 1 thereto.
4.1 Indenture, dated February 17, 2005, between Dow Jones & Company,
Inc. and The Bank of New York, as trustee.
4.2 Form of Initial Note and Form of Exchange Note (included within
the Indenture filed as Exhibit 4.1).
4.3 Registration Rights Agreement, dated February 17, 2005, among Dow
Jones & Company, Inc., J.P. Morgan Securities Inc., Merrill Lynch
& Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several initial purchasers listed in
Schedule 1 to the Purchase Agreement.
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 hereunto duly authorized.
DOW JONES & COMPANY, INC.
Dated: February 18, 2005 By: /s/ Robert Perrine
-----------------------
Robert Perrine
Chief Accounting
Officer and Controller
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1.1 Purchase Agreement, dated February 14, 2005, among Dow
Jones & Company, Inc., J.P. Morgan Securities Inc.,
Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as representatives of the several
initial purchasers listed in Schedule 1 thereto.
4.1 Indenture, dated February 17, 2005, between Dow Jones &
Company, Inc. and The Bank of New York, as trustee.
4.2 Form of Initial Note and Form of Exchange Note
(included within the Indenture filed as Exhibit 4.1).
4.3 Registration Rights Agreement, dated February 17, 2005,
among Dow Jones & Company, Inc., J.P. Morgan Securities
Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as representatives of the
several initial purchasers listed in Schedule 1 to the
Purchase Agreement.