<PAGE>
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, 1997
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, 1997: 74,111,983 shares of Common Stock and
21,632,787 shares of Class B Common Stock.
<PAGE>
PAGE 2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
Dow Jones & Company, Inc.
Quarters Ended March 31
============================================================================
(in thousands except
per share amounts) 1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Information services $265,977 $278,359
Advertising 228,472 193,479
Circulation and other 111,514 112,996
- ----------------------------------------------------------------------------
Total revenues 605,963 584,834
- ----------------------------------------------------------------------------
EXPENSES:
News, operations and development 210,663 194,722
Selling, administrative and general 212,945 195,923
Newsprint 33,619 44,904
Second class postage and carrier delivery 27,643 26,626
Depreciation and amortization 58,931 53,707
- ----------------------------------------------------------------------------
Operating expenses 543,801 515,882
- ----------------------------------------------------------------------------
Operating income 62,162 68,952
OTHER INCOME (DEDUCTIONS):
Investment income 806 1,087
Interest expense (4,801) (3,744)
Equity in (losses) earnings of associated companies (12,693) 1,666
Other, net 6,030 253
- ----------------------------------------------------------------------------
Income before income taxes and minority interests 51,504 68,214
Income taxes 26,009 32,346
- ----------------------------------------------------------------------------
Income before minority interests 25,495 35,868
Minority interests in (earnings) losses
of subsidiaries (96) 1,757
- ----------------------------------------------------------------------------
NET INCOME $ 25,399 $ 37,625
============================================================================
PER SHARE:
Net income $.27 $.39
Cash dividends .24 .24
============================================================================
Weighted-average shares outstanding 95,570 97,435
============================================================================
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
PAGE 3
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
Dow Jones & Company, Inc.
Three Months Ended March 31
============================================================================
(in thousands) 1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 25,399 $ 37,625
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 58,931 53,707
Changes in assets and liabilities 31,180 16,144
Other, net 8,187 6,816
- ----------------------------------------------------------------------------
Net cash provided by operating activities 123,697 114,292
- ----------------------------------------------------------------------------
INVESTING ACTIVITIES:
Additions to plant and property (66,207) (49,138)
Businesses and investments acquired, net of
cash received (7,247) (18,381)
Other, net 8,751 4,369
- ----------------------------------------------------------------------------
Net cash used in investing activities (64,703) (63,150)
- ----------------------------------------------------------------------------
FINANCING ACTIVITIES:
Cash dividends (22,926) (23,385)
Reduction of long-term debt (32,900) (46,843)
Other, net 8,172 11,041
- ----------------------------------------------------------------------------
Net cash used in financing activities (47,654) (59,187)
- ----------------------------------------------------------------------------
Effect of exchange rate changes on cash (611) 258
- ----------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 10,729 (7,787)
Cash and cash equivalents at beginning of year 6,769 13,667
- ----------------------------------------------------------------------------
Cash and cash equivalents at March 31 $ 17,498 $ 5,880
============================================================================
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
PAGE 4
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED
BALANCE SHEETS
Dow Jones & Company, Inc.
March 31 December 31
============================================================================
(in thousands) 1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 17,498 $ 6,769
Accounts receivable--trade, net 297,159 313,205
Inventories 9,152 10,840
Other current assets 85,868 72,871
- ----------------------------------------------------------------------------
Total current assets 409,677 403,685
- ----------------------------------------------------------------------------
Investments in associated companies,
at equity 199,128 215,478
Other investments 105,780 99,587
Plant and property, at cost 2,254,040 2,219,490
Less, accumulated depreciation 1,507,165 1,480,090
- ----------------------------------------------------------------------------
746,875 739,400
Excess of cost over net assets of
businesses acquired, less amortization 1,260,826 1,272,489
Other assets 28,018 28,992
- ----------------------------------------------------------------------------
Total assets $2,750,304 $2,759,631
============================================================================
LIABILITIES:
Accounts payable and accrued liabilities $ 264,685 $ 291,780
Income taxes 76,200 63,868
Unearned revenue 261,786 240,239
Current maturities of long-term debt 5,318 5,318
- ----------------------------------------------------------------------------
Total current liabilities 607,989 601,205
Long-term debt 299,412 332,300
Other noncurrent liabilities 186,169 182,133
- ----------------------------------------------------------------------------
Total liabilities 1,093,570 1,115,638
- ----------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stocks 102,181 102,181
Additional paid-in capital 134,712 134,434
Retained earnings 1,604,260 1,601,787
Unrealized gain on investments 13,892 12,353
Cumulative translation adjustment (7,540) (5,896)
- ----------------------------------------------------------------------------
1,847,505 1,844,859
Less, treasury stock, at cost 190,771 200,866
- ----------------------------------------------------------------------------
Total stockholders' equity 1,656,734 1,643,993
- ----------------------------------------------------------------------------
Total liabilities and stockholders' equity $2,750,304 $2,759,631
============================================================================
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
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, 1997, and
December 31, 1996, and the consolidated results of operations and the
consolidated cash flows for the three-month periods ended March 31, 1997 and
1996. 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. The first quarter of 1997 included a gain of four cents a share from the
sale of the company's American Demographics subsidiary, a publisher of
information products serving the marketing industry.
3. On March 20, 1997, a federal district court jury in Houston, Texas
returned a verdict against the company and one of its reporters in a libel
case entitled MMAR Group, Inc. v. Dow Jones and Company, Inc. and Laura
Jereski for $22.7 million in compensatory damages, and $200 million in
punitive damages against the company and $20,000 in punitive damages against
Ms. Jereski. This verdict exceeds the company's libel insurance coverage of
$45 million. The company filed motions on March 27, 1997 with the trial
court seeking judgment in favor of the company as a matter of law and for a
new trial. If any portion of the verdict remains subsequent to the court's
ruling on these motions, Dow Jones and Ms. Jereski anticipate that they will
pursue their right to appeal to the United States Court of Appeals for the
Fifth Circuit. In the opinion of management, the ultimate outcome to the
company as a result of this and all other legal proceedings that have arisen
will not have a material effect on the company's financial statements taken
as a whole.
4. Supplementary cash flow data:
<TABLE>
<CAPTION>
Three Months Ended March 31
===========================================================================
(in thousands) 1997 1996
- ---------------------------------------------------------------------------
<S> <C> <C>
Interest payments $ 1,641 $ 440
Income tax payments 13,962 8,602
===========================================================================
</TABLE>
5. Certain of the 1996 amounts have been reclassified for comparative
purposes.
<PAGE>
PAGE 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FOR THE FIRST QUARTERS ENDED MARCH 31, 1997 AND 1996
First-quarter 1997 net income was $25.4 million, or $.27 per share, a
decline of $12.2 million, or 32.5%, from $37.6 million, or $.39 per share,
earned in the first quarter of 1996. Included in 1997's first quarter was a
gain of four cents a share from the sale of the company's American
Demographics subsidiary, a publisher of information products serving the
marketing industry. Excluding this nonrecurring gain, net income declined
41.8%. Operating profits at the business publishing and community
newspapers segments were more than double earnings in the first quarter of
1996; however, these advances were outweighed by a considerable downturn in
financial information services segment results, continued investment in
television initiatives and a fall-off in equity earnings from newsprint mill
partnerships.
First-quarter operating income of $62.2 million decreased $6.8 million,
or 9.8%, from 1996's first quarter. The operating margin dipped to 10.3%
from 11.8% in 1996. Revenues of $606 million in the 1997 first quarter were
up $21.1 million, or 3.6%. A strong surge in advertising revenue, buoyed by
a 21.7% advertising linage gain at The Wall Street Journal, was partially
offset by a decline in Dow Jones Markets revenue.
Consolidated operating expenses rose $27.9 million, or 5.4%, to $543.8
million, partially the result of higher content acquisition costs, increased
advertising volume-related expenses and initial expenses attributable to the
revitalization plan at Dow Jones Markets. Newsprint expense declined 25%,
reflecting approximately a 30% drop in newsprint prices and a 6% jump in
consumption. During the last nine months of 1996, newsprint prices declined
in excess of 30% from their peak in 1996's first quarter. As 1997 unfolds,
the rate of decline in newsprint expense, relative to 1996, will likely
narrow due to the fall-off in newsprint prices in the last three quarters of
1996 coupled with a slight rise in prices initiated in March 1997. The
company employed 11,954 full-time employees at March 31, 1997, up 4.1% from
11,486 a year earlier, primarily the result of expansion of staffs at Dow
Jones Markets, Dow Jones Interactive Publishing and The Wall Street Journal.
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,
as well as the Dow Jones Interactive Publishing (formerly Business
Information Services) and Television groups. 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 1997.
<PAGE>
PAGE 7
Financial information services includes Dow Jones Markets (formerly Dow
Jones Telerate) and Dow Jones' financial newswires, such as the Dow Jones
News Service, the AP-Dow Jones newswires and Federal Filings. 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 38% of the company's revenues in the first quarter of 1997.
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 1997 revenue.
<TABLE>
<CAPTION>
The following table compares revenues and operating income for these
business segments for the 1997 and 1996 quarters ended March 31:
============================================================================
% Increase
(in thousands) 1997 1996 (Decrease)
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Business publishing $309,295 $278,547 11.0
Financial information services 228,633 241,752 (5.4)
Community newspapers 68,035 64,535 5.4
- ----------------------------------------------------------------------------
Operating Income:
Business publishing $ 50,441 $ 24,334 107.3
Financial information services 7,474 46,111 (83.8)
Community newspapers 8,373 3,797 120.5
============================================================================
</TABLE>
BUSINESS PUBLISHING
First-quarter operating income of $50.4 million for the business
publishing segment was more than twice earnings of $24.3 million in the
comparable 1996 period. The strong gain was driven by a jump in advertising
volume at The Wall Street Journal and a sharp drop in newsprint prices. The
operating margin for this segment rose to 16.3% from 8.7% in 1996. Revenues
for the segment of $309.3 million were $30.7 million, or 11%, more than the
comparable 1996 period, while expenses of $258.9 million increased only $4.6
million, or 1.8%.
Print Publications, which includes the results of The Wall Street
Journal and its international editions in Europe and Asia, Barron's as well
as other periodicals, achieved a revenue increase of 12.8%. Advertising
revenue from Print Publications soared 21% benefiting from an advertising
linage gain of 21.7% for The Wall Street Journal. Such a strong increase in
advertising linage is not expected in subsequent quarters of 1997 due to
more difficult comparisons. The Journal posted linage gains near 20% in
each of the last three quarters of 1996 relative to 1995.
In terms of total advertising volume, the company's first quarter
historically is not the largest. Typically, advertising volume is greater
in the second and fourth quarters.
<PAGE>
PAGE 8
First-quarter 1997 advertising linage for The Wall Street Journal grew
robustly across all three of its major categories. General advertising
linage, which comprised slightly over half of total Wall Street Journal
linage, advanced 23.9% in part due to increased advertising by the
automotive and personal computer industries. Financial linage, which
composed about one-third of total Journal linage, grew 20.5%. Classified
and other Journal linage, which constituted 15% of Journal linage, gained
17% as a result of increased real estate advertising. Barron's national
advertising pages were up 9.1%. Advertising revenue for international print
publications, including the Asian and European Wall Street Journals and the
Far Eastern Economic Review, grew 5.2%.
Circulation revenue for Print Publications dipped 1.3% from the like
1996 quarter, largely due to one less Journal publishing day this quarter
and a slight decline in its circulation. In January 1997, the annual
subscription price for The Wall Street Journal was raised 6.7% to $175.
However, the resultant revenue increase generally takes effect as
subscription renewals occur throughout the year. The Journal's annual
subscription price was last raised in January 1995. Average circulation in
the first three months of 1997 for The Wall Street Journal was 1,827,000,
down 0.7% from 1996's first quarter. Barron's average circulation of
301,000 for the first three months of 1997 was flat relative to its
circulation in the comparable 1996 period. Combined circulation for the
Asian and European Journals increased about 4% to 119,000. Print
Publications expenses were held to a 1% increase as higher costs associated
with advertising volume were tempered by a roughly 30% decline in newsprint
prices.
Dow Jones Interactive Publishing revenues grew 5.4%, largely the result
of higher advertising and subscription revenues for The Wall Street Journal
Interactive Edition. The Interactive Journal, which was limited to paying
subscribers in the latter part of 1996, had some 90,000 subscribers at the
end of March 1997. Expenses for the Dow Jones Interactive Publishing group
rose 18.5% chiefly due to an increase in third-party content costs and
Interactive Journal operations.
Within the business publishing segment, operating losses from the
Television group shrank by $2.5 million versus the first quarter of 1996.
The improvement was largely attributable to discontinuing the Dow Jones
Investor Network in January 1997. Total pretax losses due to worldwide
television ventures, including equity losses from initiatives in the U.S.
and Asia as well as operating losses from European Business News, were $18.9
million versus losses of $10.6 million a year earlier. The first quarter of
1997 was negatively affected by start-up losses of WBIS+, the company's
half-owned New York television station.
The number of full-time employees in the business publishing segment
increased 3.9% from March 31, 1996 due to the expansion of Dow Jones
Interactive Publishing and Wall Street Journal staffs.
<PAGE>
PAGE 9
FINANCIAL INFORMATION SERVICES
In 1997's first quarter, financial information services segment
operating income declined $38.6 million, or 83.8%, to $7.5 million.
Excluding a $4.9 million adverse effect from foreign currency exchange rate
fluctuations, operating income dropped 73.2%. The operating margin for this
segment fell to 3.3% from 19.1% in the like 1996 quarter. Earnings for the
quarter were negatively affected by a significant downturn in Dow Jones
Markets results.
In early 1997, the company launched a plan to revitalize Dow Jones
Markets with a $650 million investment program over the next three to four
years. The company plans on expanding and improving its news, real-time
prices, historical data, analytical products and third-party services to
become a more competitive vendor in the fixed income, equities, foreign
exchange and commodities markets as well as the areas of transactional
services and risk management. Additionally, the company is developing a
distribution infrastructure based on standard Internet protocols which is
expected to be more flexible than the current page-based system.
Financial information services revenue decreased $13.1 million, or
5.4%, to $228.6 million, with more than half of the decline due to
unfavorable swings in foreign exchange. A Dow Jones Markets revenue decline
of 8.1%, or 4.5% excluding foreign exchange, more than offset a 9.1%
revenue gain from the company's newswires. The decline in Dow Jones Markets
revenue was in part the result of strong competitive pressures. Domestic
revenues for this segment dipped 1.8%, and revenues from foreign operations
fell 7.7%, or 2.8% excluding adverse changes in foreign currency exchange
rates. The company anticipates segment revenue for the full year to be down
modestly relative to 1996.
Operating expenses for the financial information services segment of
$221.1 million were up $25.5 million, or 13%, in the first quarter of 1997.
Excluding the effect of foreign currency exchange rate fluctuations,
operating expenses would have increased 14.2%. The rise was primarily due
to an increase in third-party content costs, expanded news coverage,
heightened sale efforts and expenses for the revitalization plan. At March
31, 1997, the number of full-time employees in this segment was up roughly
8% from a year earlier, largely due to expanded news, sales and development
staffs.
COMMUNITY NEWSPAPERS
First-quarter 1997 operating income at the community newspapers segment
of $8.4 million more than doubled income of $3.8 million in the like 1996
quarter. The segment's operating margin rose to 12.3% from 5.9% a year ago.
Community newspapers revenue of $68 million climbed $3.5 million, or 5.4%.
Advertising revenue rose 6.7% due to modest rate increases and a 2.2% rise
in advertising linage. Circulation revenue grew 3.2% from the first quarter
of 1996 as a result of rate increases. Operating expenses of $59.6 million
dropped $1 million, or 1.8%, from 1996's first quarter as a 27% decline in
newsprint expense benefited this segment's first quarter 1997 results.
<PAGE>
PAGE 10
OTHER INCOME/DEDUCTIONS
Interest expense in 1997's first three months increased $1.1 million,
or 28.2%, from the first quarter of 1996. Long-term debt outstanding,
including current maturities, at March 31, 1997, was $304.7 million compared
with $212.4 million a year earlier and $337.6 million at year-end 1996. The
debt-to-equity ratio at March 31, 1997 was 18.4% compared with 20.5% at the
end of 1996.
The company's share of losses from associated companies was $12.7
million in the first quarter of 1997, a negative swing of $14.4 million from
earnings of $1.7 million a year earlier. A $6.3 million fall-off in
earnings from newsprint mill partnerships, due to lower newsprint prices,
and losses from WBIS+, the company's New York television station jointly
owned with ITT Corp., contributed to the negative swing in equity results.
Other income in 1997's first quarter was up $5.8 million from the first
quarter of 1996. Other income for the first quarter of 1997 included a
pretax 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 1997 was 50.5%
compared with 47.4% a year earlier. The higher effective tax rate in 1997
was the result of the greater impact of nondeductible goodwill amortization
on lower pretax earnings.
FINANCIAL POSITION
In the first three months of 1997, funds provided by operations were
$123.7 million, which was up $9.4 million from the $114.3 million generated
in the comparable 1996 period. The increase was largely due to improved
collections of accounts receivables. During 1997's first quarter, the
company paid cash dividends of $22.9 million, funded capital expenditures of
$66.2 million and invested $7.2 million in equity ventures. The company
also paid down $32.9 million of its commercial paper debt.
On May 12, 1997, the company and ITT Corp. entered into an agreement to
sell WBIS+'s broadcast license and equipment to Paxson Communications Corp.
("Paxson") for $257.5 million. At least $250 million of the consideration
will be paid in cash, while, at Paxson's discretion, $7.5 million may be
paid in the form of Paxson common stock or cash. The sale, which is subject
to obtaining necessary regulatory approvals, is anticipated to be finalized
by the end of 1997. WBIS+ is expected to continue its business and sports
programming up to June 29, 1997, after which Paxson will provide interim
programming until the sale can be consummated.
<PAGE>
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 concerning future results and events. The words "expects,"
"intends," "plans," "believes," "anticipates," "likely," "will," and similar
expressions identify forward-looking statements. These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results and events to differ materially from those anticipated in the
forward-looking statements. Some important factors that might cause such a
difference include, but are not limited to, the company's ability to achieve
and implement the planned enhancements of Dow Jones Markets' products and
services on a timely and cost-effective basis and customer acceptance of
those products and services; 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., Europe and Japan, 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;
risks associated with the development of television channels in competitive
foreign markets, including the company's 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; 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 1. LEGAL PROCEEDINGS.
MMAR GROUP, INC. V. DOW JONES & COMPANY, INC. AND LAURA JERESKI is a
libel case brought by a defunct bond brokerage firm against the company and
one of its reporters in October 1994 in the United States District Court for
the Southern District of Texas. The plaintiff alleged that it had gone out
of business as a result of an October 1993 article in The Wall Street
Journal that sought to describe MMAR's business and its dealings with the
Louisiana State Employees Retirement System. On March 20, 1997, a federal
district court jury in Houston, Texas returned a verdict against the company
and Ms. Jereski for $22.7 million in compensatory damages, $200 million in
punitive damages against the company and $20,000 in punitive damages against
Ms. Jereski. On March 27, 1997, the company and Ms. Jereski filed motions
with the trial court seeking judgment in favor of the company as a matter of
law and for a new trial. If any portion of the verdict remains subsequent
to the court's ruling on these motions, Dow Jones and Ms. Jereski anticipate
that they will pursue their right to appeal to the United States Court of
Appeals for the Fifth Circuit.
<PAGE>
PAGE 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Stockholders on April 16, 1997, there were
represented in person or by proxy 63,771,482 shares of Common Stock
(carrying one vote per share) and 20,241,535 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
Harvey Golub 60,635,295 3,136,187
David K.P. Li 52,007,930 11,763,552
William C. Steere, Jr. 60,322,585 3,448,897
2) the holders of the Common Stock and the Class B Common Stock,
voting together, elected as directors:
FOR VOTES WITHHELD
Leslie Hill 255,945,503 10,241,329
Jane C. MacElree 252,138,377 14,048,455
Frank N. Newman 259,937,961 6,248,871
James H. Ottaway, Jr. 255,018,236 11,168,596
3) the holders of the Common Stock and the Class B Common Stock,
voting together, approved the adoption of the Dow Jones 1997 Long Term
Incentive Plan by a vote of 255,300,189 votes in favor; 10,546,284 votes
against and 340,359 abstentions.
4) the holders of the Common Stock and the Class B Common Stock,
voting together, failed to approve a stockholder proposal to evaluate the
performance of the chief executive officer by a vote of 229,923,721 votes
against; 29,394,225 votes in favor; 1,333,854 abstentions and 5,535,032
broker non-votes.
In addition, the following directors continued in office after the
meeting: Rand V. Araskog, Christopher Bancroft, Kenneth L. Burenga, William
C. Cox, Jr., Irvine O. Hockaday, Jr., Vernon E. Jordan, Jr., Peter R. Kann
and James Q. Riordan.
<PAGE>
PAGE 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits filed:
Exhibit
Number Document
- ------- --------
10 Dow Jones 1997 Long Term Incentive Plan is hereby incorporated by
reference to Appendix A to Dow Jones' 1997 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 January 21, 1997, under Item 5. Other Events
and Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits, Dow Jones filed copies of two press releases that the company had
issued on January 20, 1997.
<PAGE>
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: May 14, 1997 By Thomas G. Hetzel
----------------------
Comptroller
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS IN FORM 10-Q FOR DOW JONES & COMPANY, INC. FOR THE PERIOD ENDED
MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000029924
<NAME> DOW JONES & COMPANY, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 17,498
<SECURITIES> 0
<RECEIVABLES> 316,757
<ALLOWANCES> 19,598
<INVENTORY> 9,152
<CURRENT-ASSETS> 409,677
<PP&E> 2,254,040
<DEPRECIATION> 1,507,165
<TOTAL-ASSETS> 2,750,304
<CURRENT-LIABILITIES> 607,989
<BONDS> 299,412
0
0
<COMMON> 102,181
<OTHER-SE> 1,554,553
<TOTAL-LIABILITY-AND-EQUITY> 2,750,304
<SALES> 605,963
<TOTAL-REVENUES> 605,963
<CGS> 330,856
<TOTAL-COSTS> 330,856
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</TABLE>
