<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 1, 1995
------------------------------
DOW JONES & COMPANY, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7564 13-5034940
- ------------------------------ ----------- --------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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
-----------------------------
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 4
<PAGE>
ITEMS 1-4. NOT APPLICABLE.
--------------
ITEM 5. OTHER EVENTS.
------------
Dow Jones & Company, Inc., a Delaware corporation (the
"Company"), entered into an Underwriting Agreement and related Pricing
Agreement, each dated December 1, 1995, with Chemical Securities Inc.,
as underwriter, relating to the offering of $150,000,000 principal
amount of the Company's 5.75% Notes due December 1, 2000 (the
"Notes"). The Notes were registered under the Securities Act of 1933,
as amended, pursuant to the Company's Registration Statement on Form
S-3 (File No. 33-32110).
The Company will enter into a Second Supplemental Indenture, to
be dated as of December 1, 1995, between the Company and First Trust
of New York, National Association, as successor Trustee under the
Indenture, dated as of October 1, 1985, as supplemented by a First
Supplemental Indenture, dated as of November 15, 1989, between the
Company and Morgan Guaranty Trust Company of New York, as the initial
Trustee thereunder (such Indenture, as supplemented, the "Indenture").
First Trust of New York, National Association, being duly qualified
and eligible under the Indenture, succeeded as Trustee thereunder
pursuant to its acquisition, by way of agreement, of substantially all
of the corporate trust business of the initial Trustee thereunder.
ITEM 6. NOT APPLICABLE.
--------------
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
----------------------------------
(a) - (b) NOT APPLICABLE.
--------------
(b) EXHIBITS.
--------
1 Pricing Agreement, dated December 1, 1995, between Dow
Jones & Company, Inc. and Chemical Securities Inc.
10 Form of Second Supplemental Indenture, to be dated as
of December 1, 1995, between Dow Jones & Company, Inc.
and First Trust of New York, National Association.
12 Statement re: Computation of Ratios.
ITEM 8. NOT APPLICABLE.
--------------
-2-
<PAGE>
SIGNATURES
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: December 5, 1995 By: /s/ Thomas G. Hetzel
-------------------------
Thomas G. Hetzel
Comptroller
(Chief Accounting Officer)
-3-
<PAGE>
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. EXHIBIT
- ----------- -------
1 Pricing Agreement, dated December 1, 1995, between Dow Jones &
Company, Inc. and Chemical Securities Inc.
10 Form of Second Supplemental Indenture, to be dated as of December 1,
1995, between Dow Jones & Company, Inc. and First Trust of New York,
National Association.
12 Statement re: Computation of Ratios.
<PAGE>
EXHIBIT 1
EXECUTION COPY
PRICING AGREEMENT
-----------------
Chemical Securities Inc.
270 Park Avenue
New York, New York 10017.
December 1, 1995
Dear Sirs:
Dow Jones & Company, Inc. (the "Company") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated December 1,
1995 (the "Underwriting Agreement"), between the Company on the one hand and
Chemical Securities Inc. on the other hand, to issue and sell to the
Underwriter named in Schedule I hereto (the "Underwriter") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Pricing Agreement to the
same extent as if such provisions had been set forth in full herein; and each
of the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation and warranty as
of the date of the Underwriting Agreement in relation to the Prospectus (as
therein defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus as amended or supplemented
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representative herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to
refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representative
designated to act on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representative referred to in such Section 12 are set forth at the end
of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and
sell to the Underwriter, and the Underwriter agrees to purchase from the
Company, at the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of the Underwriter in Schedule I hereto, less the
principal amount of Designated Securities covered by Delayed Delivery
Contracts, if any, as may be specified in such Schedule II.
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us ten counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding
agreement between you and the Company.
Very truly yours,
Dow Jones & Company, Inc.
By: .................................
Name:
Title:
Accepted as of the date hereof:
Chemical Securities Inc.
By:.....................................
Name:
Title:
2
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES
UNDERWRITER TO BE PURCHASED
----------- ---------------------
<S> <C>
Chemical Securities Inc. ................................. $150,000,000
------------
Total................................................. $150,000,000
============
</TABLE>
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
5.75% Notes due December 1, 2000
AGGREGATE PRINCIPAL AMOUNT:
$150,000,000
PRICE TO PUBLIC:
99.823% of the principal amount of the Designated
Securities, plus accrued interest, if any, from December 6,
1995 to the Time of Delivery
PURCHASE PRICE BY UNDERWRITERS:
99.397% of the principal amount of the Designated
Securities, plus accrued interest, if any, from December 6,
1995 to the Time of Delivery
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global
securities deposited with The Depository Trust Company
("DTC") or its designated custodian for trading in the
Same Day Funds Settlement System of DTC, and to be made
available for checking by the Underwriter at least
twenty-four hours prior to the Time of Delivery at the
office of DTC
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
INDENTURE:
Indenture, dated as of October 1, 1985, as supplemented
by the First Supplemental Indenture, dated as of
November 15, 1989, each between the Company and Morgan
Guaranty Trust Company of New York, as Trustee, as
supplemented by the Second Supplemental Indenture, dated
as of December 1, 1995, between the Company and First
Trust of New York, National Association, as successor
Trustee
MATURITY:
December 1, 2000
INTEREST RATE:
5.75% per annum from December 6, 1995 or from the most
recent Interest Payment Date to which interest has been
provided for
INTEREST PAYMENT DATES:
June 1 and December 1 of each year, commencing June 1,
1996 to holders of record at the close of business on
the preceding May 15 or November 15, as the case may be
REDEMPTION PROVISIONS:
None
SINKING FUND PROVISIONS:
None
TIME OF DELIVERY:
10:00 a.m., December 6, 1995
CLOSING LOCATION:
Sullivan & Cromwell, 125 Broad Street, New York, New
York 10004
SECURITIES EXCHANGE:
None
<PAGE>
DELAYED DELIVERY:
None
NAME AND ADDRESS OF REPRESENTATIVE:
Chemical Securities Inc.
270 Park Avenue
New York, New York 10017
Attention:
OTHER TERMS:
The independent accountants of the Company shall furnish
to the Representative a letter dated the Time of
Delivery for the Designated Securities as to the matters
specified in, and in full satisfaction of the
requirements of, paragraph 7(d) of the Underwriting
Agreement.
II-2
<PAGE>
Exhibit 10
----------
=====================================================
DOW JONES & COMPANY, INC.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
as Trustee
-----------------
Second Supplemental Indenture
Dated as of December 1, 1995
To the Indenture
Dated as of October 1, 1985
=====================================================
<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of December 1, 1995, between
DOW JONES & COMPANY, INC., a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), having its principal office at
200 Liberty Street, World Financial Center, New York, New York 10281, and FIRST
TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association existing
under the laws of the United States, as Trustee under the Indenture referred to
below (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to MORGAN
GUARANTY TRUST COMPANY OF NEW YORK (the "Predecessor Trustee") an Indenture,
dated as of October 1, 1985, between the Company and the Predecessor Trustee, as
supplemented by the First Supplemental Indenture, dated as of November 15, 1989,
between the Company and the Predecessor Trustee (collectively, the "Indenture"),
pursuant to which one or more series of unsecured debentures, notes or other
evidences of indebtedness of the Company (herein and therein called the
"Securities") may be issued from time to time; all capitalized terms used and
not defined herein shall have the respective meanings assigned to them in the
Indenture;
WHEREAS, the Trustee is the successor to the Predecessor Trustee under
the Indenture;
WHEREAS, Section 901(9) of the Indenture provides that without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into an indenture
supplemental to the Indenture to cure any ambiguity, to correct or supplement
any provision therein which may be inconsistent with any other provision
therein, or to make any other provisions with respect to matters or questions
arising under the Indenture, provided such action shall not adversely affect the
interests of the Holders of Securities of any series in any material respect;
WHEREAS, the Company, pursuant to the foregoing authority, proposes in
and by this Second Supplemental Indenture to amend the Indenture in certain
respects with respect to the Securities of any series created on or after the
date hereof; and
WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid agreement of the Company, in accordance with its terms, have
been done.
<PAGE>
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, with respect to Securities of any series issued after the date hereof
as follows:
SECTION 1.1. Section 101 of the Indenture is amended to include
therein the following definitions:
"'Depositary' means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, that is designated to act as Depositary for such Securities as
contemplated by Section 301."
and
"'Global Security' means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or
such legend as may be specified as contemplated by Section 301 for such
Securities)."
SECTION 2.1. Section 104 of the Indenture is amended by deleting
existing clause (d) thereof and adding new clauses (d) through (h) at the end
thereof, to read in their entirety as follows:
"(d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.
(e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to
be given, made or taken by Holders of Securities of such series, provided
--------
that the Company may not set a record date
- 2 -
<PAGE>
for, and the provisions of this paragraph shall not apply with respect to,
the giving or making of any notice, declaration, request or direction
referred to in the next paragraph. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder
--------
unless taken on or prior to the applicable Expiration Date by Holders of
the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent
the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by
any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.
(f) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request
to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such action shall
--------
be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new
- 3 -
<PAGE>
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company's expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to
be given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.
(g) With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be effective
--------
unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 106, on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to
any record date set pursuant to this Section, the party hereto which set
such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the
180th day after the applicable record date.
(h) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or
by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such principal amount."
- 4 -
<PAGE>
SECTION 3.1. Section 204 of the Indenture is renumbered Section 205
and a new Section 204 is hereby added, to read in its entirety as follows:
"SECTION 204. Form of Legend for Global Securities.
------------------------------------
Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following
form:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE."
SECTION 4.1. Section 301 of the Indenture is hereby amended by
renumbering former clauses (12) through (15) as (13) through (16), and a new
clause (12) is added, to read in its entirety as follows:
"(12) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities,
the form of any legend or legends which shall be borne by any such Global
Security in addition to or in lieu of that set forth in Section 204 and any
circumstances in addition to or in lieu of those set forth in Clause (2) of
the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer
of such Global Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such Global Security or a
nominee thereof;"
SECTION 5.1. Section 305 of the Indenture is amended by adding the
following paragraph to the end thereof:
"The provisions of Clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:
- 5 -
<PAGE>
(1) Each Global Security authenticated under this Indenture shall
be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes of this Indenture.
(2) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary
for such Global Security or a nominee thereof unless (A) such
Depositary (i) has notified the Company that it is unwilling or unable
to continue as Depositary for such Global Security or (ii) has ceased
to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect
to such Global Security or (C) there shall exist such circumstances,
if any, in addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section 301.
(3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion
thereof shall be registered in such names as the Depositary for such
Global Security shall direct.
(4) Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, whether pursuant to this Section, Section 304,
306, 906 or 1107 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such
Global Security or a nominee thereof."
SECTION 6.1. All the provisions of this Second Supplemental Indenture
shall be deemed to be incorporated in, and made a part of, the Indenture; and
the Indenture, as supplemented and amended by this Second Supplemental
- 6 -
<PAGE>
Indenture, shall be read, taken and construed as one and the same instrument.
SECTION 6.2. The provisions and benefit of this Second Supplemental
Indenture shall not be effective with respect to Securities Outstanding prior to
the execution hereof.
SECTION 6.3. This Second Supplemental Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 6.4. If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in this Second
Supplemental Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control.
SECTION 6.5. All covenants and agreements in this Second Supplemental
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.
SECTION 6.6. In case any provision in this Second Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 6.7. Nothing in this Second Supplemental Indenture, express
or implied, shall give to any person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Second Supplemental Indenture.
- 7 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the date first above written.
DOW JONES & COMPANY, INC.
By:_______________________________
Title:
[CORPORATE SEAL]
Attest:
__________________________
Title:
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
By:_______________________________
Title:
[CORPORATE SEAL]
Attest:
___________________________
Title:
- 8 -
<PAGE>
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the ___ day of December, 1995, before me personally came
__________________, to me known, who, being by me duly sworn, did dispose and
say that he is ______________ of Dow Jones & Company, Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
________________________
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the ___ day of December, 1995, before me personally came
____________________, me known, who, being by me duly sworn, did dispose and say
that he is a _______________ of First Trust of New York, National Association,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
________________________
- 9 -
<PAGE>
Exhibit 12
----------
Dow Jones & Company, Inc.
Computation of Ratio of Earnings to Fixed Charges
(dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended Years ended December 31,
September 30, ----------------------------------------------------
-------------------
1995 1994 1994 1993 1992 1991 1990
--------- -------- --------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $129,591 $119,941 $178,173 $147,547 $107,586 $ 72,189 $106,923
Add (deduct):
Income Taxes 103,192 113,134 157,632 138,693 115,946 87,197 75,005
Cumulative effect of 3,007 3,007 10,805
accounting changes
Minority interest (4,633) (787)
in net losses of
subsidiary
Distribution of 6,538 1,252 1,328 4,762 233 5,872 8,990
earnings from
associated companies
Equity in (earnings) (9,556) 7,167 5,434 (72) 4,190 (3,863) (6,778)
losses of associated -------- -------- -------- -------- -------- -------- --------
companies
Earnings before income 225,132 244,501 344,787 290,930 238,760 161,395 184,140
taxes, adjusted for -------- -------- -------- -------- -------- -------- --------
equity investments
Fixed charges:
Interest expense 13,980 12,263 16,858 22,555 30,355 41,166 55,493
Portion of rent 25,316 22,519 30,095 27,951 27,461 26,870 28,119
representing the -------- -------- -------- -------- -------- -------- --------
interest factor
Total fixed charges 39,296 34,782 46,953 50,506 57,816 68,036 83,612
-------- -------- -------- -------- -------- -------- --------
Earnings before income $264,428 $279,283 $391,740 $341,436 $296,576 $229,431 $267,752
taxes and fixed ======== -------- -------- -------- -------- -------- --------
charges, adjusted for
equity investments
Ratio of earnings to 6.7 8.0 8.3 6.8 5.1 3.4 3.2
fixed charges
</TABLE>
For purposes of computing the ratio of earnings to fixed charges (a)
"earnings" have been calculated by adding to net income (i) taxes based on
income, (ii) interest on debt, (iii) the portion of lease rentals estimated
by management to be representative of the interest factor, (iv) minority
interest in net income of subsidiary, and (v) distribution of earnings from
associated companies, and deducting from net income equity in earnings of
associated companies; and (b) "fixed charges" include interest on debt and
the portion of lease rentals estimated by management to be representative
of the interest factor.
