Exhibit 99.3
FORM OF
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
OF
3.875% SENIOR NOTES DUE 2008
OF
DOW JONES & COMPANY, INC.
To Registered Holder:
The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 2005 (the "Prospectus") of Dow Jones & Company, Inc. ("Dow
Jones "), and accompanying Letter of Transmittal (the "Letter of
Transmittal"), constitute Dow Jones' offer (the "Exchange Offer") to
exchange up to $225 million principal amount of new 3.875% Senior Notes due
2008 (the "Exchange Notes") of Dow Jones, which will be registered under
the Securities Act of 1933, as amended (the "Securities Act"), for up to
$225 million principal amount of outstanding 3.875% Senior Notes due 2008
originally issued on February 17, 2005 (the "Outstanding Notes") of Dow
Jones. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the Outstanding
Notes held by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount):
$ of 3.875% Senior Notes due 2008.
With respect to the Exchange Offer, the undersigned hereby
instructs you (check appropriate box):
[ ] To TENDER the following Outstanding Notes held by you
for the account of the undersigned (insert stated
amount at maturity of Outstanding Notes to be tendered
(if any)):
$ of 3.875% Senior Notes due 2008.
[ ] NOT to TENDER any Outstanding Notes held by you for the
account of the undersigned.
If the undersigned instructs you to tender Outstanding Notes held by
you for the account of the undersigned, it is understood that you are
authorized to make, on behalf of the undersigned (and the undersigned, by
its signature below, hereby makes to you), the representations and
warranties contained in the Letter of Transmittal that are to be made with
respect to the undersigned as a beneficial owner, including but not limited
to the representations, that the undersigned acquiring Exchange Notes in
the Exchange Offer, whether or not the undersigned is the Holder, is
obtaining them in the ordinary course of its business, and neither the
Holder nor the undersigned has any arrangement or understanding with any
person to participate in the distribution of the Exchange Notes issued in
the Exchange Offer. If any Holder or any other person, including the
undersigned, is an "affiliate," as defined under Rule 405 of the Securities
Act, of us, or is engaged in or intends to engage in or has an arrangement
or understanding with any person to participate in a distribution of the
notes to be acquired in the Exchange Offer, the Holder or any other person,
including the undersigned: (i) may not rely on applicable interpretations
of the staff of the SEC; and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with
any resale transaction. Each broker-dealer who acquired its Outstanding
Notes as a result of market-making activities or other trading activities,
and thereafter receives Exchange Notes issued for its own account in the
Exchange Offer, must acknowledge that it will deliver this prospectus in
connection with any resale of such Exchange Notes issued in the Exchange
Offer. By acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, the undersigned is not deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s) (please print):
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Signature(s):
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Address:
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Telephone Number:
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Taxpayer identification or Social Security Number:
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Date: