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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): January 21, 1997
DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7564 13-5034940
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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
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Item 5. Other Events
Attached as exhibits are copies of two press releases that the Company
issued January 20, 1997. The press releases contain forward-looking
statements that are subject to a number of risks and uncertainties. Actual
results and events could differ materially from those anticipated in the
forward-looking statements. The words "estimates," "intends," "will be,"
"plans," "expects," "likely" and similar expressions identify forward-
looking statements. 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 Telerate's 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;
risks associated with the launch of new television channels in the U.S. and
abroad, in competitive markets, including the Company's ability 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.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed with this Report:
Exhibit Number Description
99.1 Press Release dated January 20, 1997
99.2 Press Release dated January 20, 1997
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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: January 21, 1997 By: /s/ Thomas G. Hetzel
-------------------------
Thomas G. Hetzel
Comptroller
(Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated January 20, 1997
99.2 Press Release dated January 20, 1997
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EXHIBIT 99.1
Contact: Roger May
(212) 416-2601
Jan Abernathy
(212) 416-2608
NEW YORK, N.Y. (January 20, 1997) -- Dow Jones & Company earnings
for the year ended December 31, 1996, were $189,969,000, or $1.96
a share, versus the $189,572,000, or $1.96 a share, earned in
1995.
Earnings in 1996 included a gain of $8.8 million, or nine
cents a share, from the sale of the company's minority interest in
Press-Enterprise Co.
Dow Jones separately announced today a multiyear investment
program to expand and revitalize Dow Jones Telerate that is
expected to total up to $650 million in new capital expenditures
and increased development and operating expenses over the next 36
to 48 months. The company estimates that after giving effect to
this investment program, Dow Jones' 1997 earnings will be between
$1.20 and $1.40 per share. Earnings in 1998 also will be affected
by the program. (See accompanying release for more information on
Dow Jones Telerate).
Operating income in 1996 rose 10.8%, to $336,980,000.
Revenue increased 8.7%, to $2.5 billion.
(more)
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In the fourth quarter, earnings were $59,643,000, or 62 cents
a share, compared with the $59,981,000, or 62 cents a share,
earned in the like 1995 quarter.
Operating income in the 1996 fourth quarter rose 25.6%, to
$113,664,000, while revenue rose 9.7%, to $671,250,000.
The business publishing segment, which includes the results
of the company's print publications, television operations and
Business Information Services group, posted 1996 operating income
of $159,418,000, an increase of nearly 70% from a year earlier.
Revenue increased 15.7%, to just over $1.2 billion. In the fourth
quarter of 1996, Wall Street Journal advertising linage rose
21.7%. For the year, linage was up 13.9%.
Operating income at Dow Jones' financial information services
segment, which includes the results of the Dow Jones Telerate and
Financial News Services groups, fell 20.9% in 1996, to
$155,848,000. Revenue advanced 1.9%, to $979,745,000. In the
fourth quarter, operating income declined 27.5% on flat revenue at
Dow Jones Telerate.
Ottaway Newspapers, Inc., the company's community newspaper
subsidiary, reported 1996 operating income of $43,766,000, an
increase of 32.7%. Revenue rose 5.4%, to $287,511,000.
Advertising linage at Ottaway's 19 daily newspapers rose 0.5% in
the fourth quarter and fell 1.2% in 1996.
(more)
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Dow Jones publishes The Wall Street Journal, Barron's
magazine and other periodicals, electronic business information
services and the Ottaway group of community newspapers.
Electronic information services include Dow Jones Telerate, a
provider of real-time financial information to the international
business community; Dow Jones News Service and other business
newswires; and the Business Information Services group, which
produces a variety of Internet publications, including The Wall
Street Journal Interactive Edition, and provides business
information to corporations and consumers by computer, telephone,
facsimile and radio. Dow Jones also produces business television
programming.
(more)
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DOW JONES & COMPANY, INC.
Consolidated Income Statements
For the Years ended December 31, 1996 and 1995
(in thousands, except per share amounts)
Percentage
Increase
1996 1995 (Decrease)
REVENUES:
Information services $1,125,625 $1,092,002 3.1%
Advertising 896,981 771,779 16.2
Circulation and other 458,986 419,980 9.3
Total revenues 2,481,592 2,283,761 8.7
EXPENSES:
News, operations and development 820,564 748,945 9.6
Selling, administrative and general 831,270 764,161 8.8
Newsprint 164,766 157,047 4.9
Second class postage
and carrier delivery 110,256 103,497 6.5
Depreciation and amortization 217,756 206,070 5.7
Operating expenses 2,144,612 1,979,720 8.3
Operating income 336,980 304,041 10.8
OTHER INCOME (DEDUCTIONS):
Investment income 4,249 5,379 (21.0)
Interest expense (18,755) (18,345) 2.2
Equity in (losses) earnings of
associated companies (5,408) 14,193 -
Other, net 14,194 17,632 (19.5)
Income before income taxes 331,260 322,900 2.6
Income taxes 147,728 139,878 5.6
Income before minority interests 183,532 183,022 0.3
Minority interests in losses 6,437 6,550 (1.7)
NET INCOME $ 189,969 $ 189,572 0.2
NET INCOME PER SHARE $1.96 $1.96
Average shares outstanding 96,703 96,907
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DOW JONES & COMPANY, INC.
Consolidated Income Statements
For the Quarters ended December 31, 1996 and 1995
(in thousands, except per share amounts)
Percentage
Increase
1996 1995 (Decrease)
REVENUES:
Information services $292,245 $282,704 3.4%
Advertising 262,287 219,392 19.6
Circulation and other 116,718 109,994 6.1
Total revenues 671,250 612,090 9.7
EXPENSES:
News, operations and development 217,251 201,437 7.9
Selling, administrative and general 217,972 198,321 9.9
Newsprint 37,408 46,522 (19.6)
Second class postage
and carrier delivery 29,541 27,363 8.0
Depreciation and amortization 55,414 47,977 15.5
Operating expenses 557,586 521,620 6.9
Operating income 113,664 90,470 25.6
OTHER INCOME (DEDUCTIONS):
Investment income 1,174 1,558 (24.6)
Interest expense (6,072) (4,365) 39.1
Equity in (losses) earnings of
associated companies (6,858) 4,637 -
Other, net 388 2,450 (84.2)
Income before income taxes 102,296 94,750 8.0
Income taxes 43,999 36,686 19.9
Income before minority interests 58,297 58,064 0.4
Minority interests in losses 1,346 1,917 (29.8)
NET INCOME $ 59,643 $ 59,981 (0.6)
NET INCOME PER SHARE $0.62 $0.62
Average shares outstanding 95,808 97,136
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DOW JONES & COMPANY, INC.
Segment Highlights
(in thousands)
Percentage
Increase
Years Ended Dec. 31: 1996 1995 (Decrease)
Revenues:
Business publishing $1,214,336 $1,049,462 15.7%
Financial information services 979,745 961,398 1.9
Community newspapers 287,511 272,901 5.4
Operating income:
Business publishing $ 159,418 $ 95,509 66.9%
Financial information services 155,848 197,015 (20.9)
Community newspapers 43,766 32,987 32.7
Percentage
Increase
Quarters Ended Dec. 31: 1996 1995 (Decrease)
Revenues:
Business publishing $ 341,524 $ 289,972 17.8%
Financial information services 253,299 248,971 1.7
Community newspapers 76,427 73,147 4.5
Operating income:
Business publishing $ 66,592 $ 36,042 84.8%
Financial information services 36,911 50,930 (27.5)
Community newspapers 15,655 10,158 54.1
(more)
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This press release contains forward-looking statements that
are subject to a number of risks and uncertainties. Actual results
and events could differ materially from those anticipated in the
forward-looking statements. The words "estimates," "intends,"
"will be," "plans," "expects," "likely" and similar expressions
identify forward-looking statements. 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
Telerate's products and services on a timely and cost-effective
basis and customer acceptance of those products and services;
general economic conditions and business conditions (growth or
consolidation) in the financial services and banking industries,
and their impact on advertising sales and sales of the Company's
products and services; cost of newsprint; risks associated with the
launch of new television channels in the U.S. and abroad in
competitive markets; and such other risk factors as may have been
or may be included from time to time in the Company's SEC reports,
including the 8-K report filed today.
#
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EXHIBIT 99.2
Contact: Roger May
(212) 416-2601
Geoffrey Moore
(212) 416-3695
DOW JONES ANNOUNCES REVITALIZATION
PLAN FOR DOW JONES TELERATE
NEW YORK, N.Y. (January 20, 1997) -- Dow Jones & Company announced a
multiyear investment program to expand and revitalize Dow Jones
Telerate, the company's global financial information services unit.
The investment is expected to total up to $650 million in capital
expenditures and increased development and operating expenses over the
next 36 to 48 months.
"This investment program represents a bold and cohesive strategy
for Dow Jones Telerate that will significantly enhance Dow Jones'
long-term shareholder value and benefit our customers," said Peter R.
Kann, chairman and chief executive officer of Dow Jones. "Dow Jones
Telerate is a successful business and participates in a growing global
information industry. It has experienced some slowdown recently, and
we mean to remedy that."
"We've long been known as a leader in market-moving news, real-
time U.S. Treasury prices that serve as benchmarks to other markets,
and the industry's widest range of third-party value-added services,"
said Kenneth L. Burenga, chief executive officer of Dow Jones Telerate
and president of Dow Jones. "Today's announcement commits Dow Jones
to achieving a leadership position in historical data, transactional
services, risk management and analytics. With the new technological
infrastructure already in development, we will be a strategic partner
of choice in the global financial services industry of the next
century."
(more)
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Dow Jones Telerate, one of Dow Jones' largest business units,
will be expanded to provide the world's financial institutions with a
full array of information and services for trading, analysis,
research, risk management and transactions in major market segments.
Plans call for far-ranging enhancements to Dow Jones Telerate's
services and network; a reorganization around market segments; and new
partnership programs for customers in the global fixed income,
equities, foreign exchange, commodities and energy markets.
The investment in Dow Jones Telerate will be funded mostly out of
operating cash flow, and Dow Jones does not expect to incur a
significant amount of additional debt to finance the program.
The company estimates that after giving effect to this investment
program, Dow Jones' 1997 earnings will be between $1.20 and $1.40 per
share. Earnings in 1998 also will be affected by the program.
The investment that Dow Jones is making will be dedicated to:
* Expanding Content. News, prices, and analyses will be
broadened to provide complete coverage of major asset classes for
sell-side and buy-side institutions, built upon a new expanded
historical data warehouse and an extended base of research and
analytical programs.
* New Delivery Systems. Data from Dow Jones Telerate and its
content partners will be delivered to customers worldwide over a new
high-speed, secure network using standardized Internet-protocol
delivery technologies. Easy to use interactive capabilities will be
an integral element of the new delivery system facilitating real-time
trading, messaging, and research with such features as three-
dimensional graphics and access to original-format documents.
* Strengthened Management. Dow Jones Telerate is changing its
marketing focus from geographic regions to specific market segments,
reflecting the globalization of the financial markets. Senior
executives are being recruited to direct and be accountable for these
market segments, reporting directly to the CEO of Dow Jones Telerate.
More detailed announcements of these Dow Jones Telerate plans will be
made within the next 90 days. Already several cross-functional
development teams are creating new products that will be launched
later this year.
(more)
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* Customer Orientation. Dow Jones Telerate will make an
unprecedented investment in establishing and implementing a pervasive
customer care program in which sales and support staffs will work more
closely with customers, assist them in achieving solutions, and
partner with them to achieve their profit objectives.
"We are acting decisively at Dow Jones Telerate to exploit recent
advances in technology, build on traditional market strengths, and tap
new revenue streams," Mr. Burenga said. "By broadening and deepening
its information and analytic resources, in concert with the global
resources of Dow Jones and its authoritative outside providers, Dow
Jones Telerate will become a comprehensive source for customers'
information and decision-support requirements. Global transactional
capabilities will enable customers to perform every activity they
require from information gathering, to analysis and evaluation, to
execution and settlement."
Dow Jones also publishes The Wall Street Journal, Barron's, other
business periodicals, business and financial news wires and community
newspapers, and produces business television programming. Dow Jones
Business Information Services, the electronic publishing arm, provides
business and financial news and information products, including The
Wall Street Journal Interactive Edition on the World Wide Web and Dow
Jones News/Retrieval.
###
This press release contains forward-looking statements that
are subject to a number of risks and uncertainties. Actual results
and events could differ materially from those anticipated in the
forward-looking statements. The words "estimates," "intends,"
"will be," "plans," "expects," "likely" and similar expressions
identify forward-looking statements. 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
Telerate's products and services on a timely and cost-effective
basis and customer acceptance of those products and services;
general economic conditions and business conditions (growth or
consolidation) in the financial services and banking industries,
and their impact on advertising sales and sales of the Company's
products and services; cost of newsprint; risks associated with the
launch of new television channels in the U.S. and abroad in
competitive markets; and such other risk factors as may have been
or may be included from time to time in the Company's SEC reports,
including the 8-K report filed today.
###
