<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998.
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
DOW JONES & COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
<TABLE>
<S> <C>
DELAWARE 13-5034940
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
DOW JONES 1998 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF PLAN)
----------------
JEROME H. BAILEY
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
DOW JONES & COMPANY, INC.
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
212/416-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: JULY 1, 1998
CALCULATION OF REGISTRATION FEE
<TABLE>
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- ----------------------------------------------------------------------------------------------
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock--par value
$1.00 per share................ 2,000,000 $48.71875 $97,437,500 $28,745
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), there is also registered such number of
additional shares of Common Stock that may become available for purchase
under the Dow Jones 1998 Employee Stock Purchase Plan in the event of
certain changes in the outstanding shares of Common Stock, including,
among other things, stock splits, stock dividends or similar transactions.
(2) Computed in accordance with Rule 457(h) and Rule 457(c), based upon a
price of $48.71875 per share, the average of the high and low prices for
the Common Stock reported in the consolidated reporting system on June 12,
1998.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information required by these items are not
filed as part of this Registration Statement pursuant to the Note to Part I of
Form S-8.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated herein by reference:
(i) The Annual Report on Form 10-K of Dow Jones & Company, Inc. (the
"Company") for the most recent fiscal year filed pursuant to Section 13 of
the Securities Exchange Act of 1934;
(ii) The Company's Quarterly Reports on Form 10-Q for any quarter ending
after the most recent fiscal year filed pursuant to Section 13 of the
Securities Exchange Act of 1934; and
(iii) The description of the Common Stock of the Company, par value $1.00
per share, contained in the Registration Statement with respect thereto
filed on Form 8-A pursuant to the Securities Exchange Act of 1934, and the
description of the Class B Common Stock of the Company, par value $1.00 per
share, contained in the Registration Statement with respect thereto filed
on Form 8-A pursuant to the Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold or
which deregisters all securities registered hereunder then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the validity of the Common Stock
registered hereby have been passed upon for the Company by Rosemary C. Spano,
Esq., Vice President/Law and Deputy General Counsel of the Company. Ms. Spano
is employed by the Company and is eligible to participate in the Dow Jones
1998 Employee Stock Purchase Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors, employees and agents prosecuted in a criminal action
or sued in a civil action or proceeding, including, under certain
circumstances, suits by or in the right of the Company, for any expenses,
including attorneys' fees, or any liabilities which may be incurred in
consequence of such action or proceeding, under the conditions stated in that
section.
Section 32 of the Company's bylaws provides for indemnification of officers
and directors to the full extent permitted by the Delaware General Corporation
Law.
The Company maintains directors' and officers' liability and corporation
reimbursement insurance for the benefit of the Company and its directors and
officers. The policy provides coverage for certain amounts paid as
indemnification pursuant to the provisions of Delaware law and the Company's
bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-1
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
3.1 The Restated Certificate of Incorporation of the Company, as amended,
is hereby incorporated herein by reference to Exhibit 19.1 to its
Form 10-Q for the quarter ended March 31, 1988.
3.2 The Bylaws of the Company are hereby incorporated herein by reference
to Exhibit 19.2 to its Form 10-Q for the quarter ended September 30,
1987.
4 Dow Jones 1998 Employee Stock Purchase Plan.
5 Opinion of Rosemary C. Spano, Esq.
23 Consent of Coopers & Lybrand L.L.P., independent accountants.
24 Power of Attorney (included in signature pages hereto).
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the registrant's bylaws, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-2
<PAGE>
OTHER
EXPERTS.
The consolidated financial statements and related financial statement
schedule included or incorporated by reference in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 have been audited by Coopers
& Lybrand L.L.P., independent accountants, whose reports thereon are
incorporated herein by reference. Such financial statements and schedule have
been so incorporated in reliance upon the reports of Coopers & Lybrand L.L.P.,
given upon their authority as experts in auditing and accounting. The
consolidated financial statements of the Company and its subsidiaries, for each
future fiscal year, and the report of the Company's independent accountants
retained for such fiscal year, will be incorporated herein by reference,
provided that such accountants have consented to the use of their reports
thereon, in reliance upon the authority of such accountants as experts in
auditing and accounting.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on June 18, 1998.
DOW JONES & COMPANY, INC.
/s/ Jerome H. Bailey
By __________________________________
Jerome H. Bailey
Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter R. Kann and Kenneth L. Burenga and each
of them (with full power to each of them to act alone), such person's
attorney-in-fact, each with power of substitution, for such person in any and
all capacities, to sign any amendments to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
1. Principal executive officer
<S> <C> <C>
/s/ Peter R. Kann Chief Executive Officer and June 18, 1998
____________________________________ Director
Peter R. Kann
2. Principal financial officer
/s/ Jerome H. Bailey Senior Vice President and June 18, 1998
____________________________________ Chief Financial Officer
Jerome H. Bailey
3. Principal accounting officer
/s/ Thomas G. Hetzel Comptroller June 18, 1998
____________________________________
Thomas G. Hetzel
/s/ Rand V. Araskog Director June 18, 1998
____________________________________
Rand V. Araskog
/s/ Christopher Bancroft Director June 18, 1998
____________________________________
Christopher Bancroft
/s/ Kenneth L. Burenga Director June 18, 1998
____________________________________
Kenneth L. Burenga
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William C. Cox, Jr. Director June 18, 1998
____________________________________
William C. Cox, Jr.
/s/ Harvey Golub Director June 18, 1998
____________________________________
Harvey Golub
/s/ Leslie Hill Director June 18, 1998
____________________________________
Leslie Hill
/s/ Irvine O. Hockaday, Jr. Director June 18, 1998
____________________________________
Irvine O. Hockaday, Jr.
/s/ Vernon E. Jordan, Jr. Director June 18, 1998
____________________________________
Vernon E. Jordan, Jr.
/s/ Peter R. Kann Director June 18, 1998
____________________________________
Peter R. Kann
/s/ David K. P. Li Director June 18, 1998
____________________________________
David K. P. Li
/s/ Jane C. MacElree Director June 18, 1998
____________________________________
Jane C. MacElree
/s/ M. Peter McPherson Director June 18, 1998
____________________________________
M. Peter McPherson
Director June __, 1998
____________________________________
Frank N. Newman
/s/ James H. Ottaway, Jr. Director June 18, 1998
____________________________________
James H. Ottaway, Jr.
/s/ William C. Steere, Jr. Director June 18, 1998
____________________________________
William C. Steere, Jr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBER DOCUMENT FILING
------- -------- --------------
<C> <S> <C>
3.1 The Restated Certificate of Incorporation of the Not Applicable
Company, as amended, is hereby incorporated herein
by reference to Exhibit 19.1 to its Form 10-Q for
quarter ended March 31, 1988.
3.2 The Bylaws of the Company are hereby incorporated Not Applicable
herein by reference to Exhibit 19.2 to its Form 10-Q
for the quarter ended September 30, 1987.
4 Dow Jones 1998 Employee Stock Purchase Plan. Electronic
5 Opinion of Rosemary C. Spano, Esq. Electronic
23 Consent of Coopers & Lybrand L.L.P., independent Electronic
accountants.
24 Power of Attorney (included in signature pages Electronic
hereto).
</TABLE>
II-6
<PAGE>
EXHIBIT 4
DOW JONES 1998 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The Employee Stock Purchase Plan (the "Plan") of Dow Jones & Com-
pany, Inc. (the "Company") is designed to provide an opportunity for the em-
ployees of the Company and of its designated subsidiaries to purchase shares
of Common Stock of the Company ("Common Stock") through voluntary systematic
payroll deductions and to encourage such employees to continue in the employ
of the Company or such subsidiaries and to motivate such employees to exert
their best efforts on behalf of the Company and such subsidiaries. It is in-
tended that this Plan constitute an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code (the "Code").
2. OFFERINGS UNDER THE PLAN. From time to time within the limits of the Plan,
shares of Common Stock will be made available for purchase only by employees
through offerings thereof made on behalf of the Company by its Board of Direc-
tors (the "Board"). The Board may from time to time designate the subsidiaries
of the Company whose employees may participate in an offering under the Plan
and shall within the limits of the Plan fix the terms and conditions of each
offering, including the period of each offering (the "Purchase Period") which
shall not exceed twelve months.
3. ELIGIBILITY AND PARTICIPATION OF EMPLOYEES. All regular, full-time employ-
ees of the Company and of such subsidiaries as may be designated by the Board
shall be eligible to participate in the Plan, except that (i) there shall be
excluded on a uniform basis from each offering: (a) employees whose customary
employment by the Company or a designated subsidiary is twenty hours or less
per week, (b) employees whose customary employment by the Company or a desig-
nated subsidiary is for not more than five months in any calendar year, (c)
any employee who, as of the first day of the Purchase Period, would own stock
or hold outstanding options to purchase stock, possessing in the aggregate (as
determined under Sections 423(b)(3) and 424(d) of the Code) 5% or more of the
total combined voting power or value of all classes of stock of the Company or
of any subsidiary and (d) any employee if the grant of an option hereunder
would permit his rights to purchase stock under this Plan and under all other
employee stock purchase plans, if any, of the Company and its subsidiaries to
accrue (as determined under Section 423 of the Code) at a rate which exceeds
$25,000 of fair market value of such stock, determined at the time such option
is granted, for each calendar year in which such option is outstanding at any
time, and (ii) there may be excluded on a uniform basis from any offering, in
the discretion of the Committee described in Section 11, employees who at the
commencement of the Purchase Period for any such offering have been employed
by the Company or a designated subsidiary for less than two years, or such
other, shorter period of time as the Committee shall prescribe.
4. NUMBER OF SHARES PURCHASABLE. The number of shares that may be purchased by
any employee under an offering, which shall be not less than five shares nor
more than such number of shares as shall have a fair market value, determined
as of the first day of the Purchase Period, of $25,000, shall be determined by
the Board and shall be based upon a uniform relationship to the annual rate of
basic or regular compensation of such employee in effect at the commencement
of the Purchase Period for such offering, excluding overtime, bonuses,
incentive compensation and contributions made to any employee benefit plan
maintained by the Company or any subsidiary.
5. SHARES SUBJECT TO THE PLAN. The shares which may be offered under the Plan
may be authorized and unissued Common Stock or Common Stock reacquired by the
Company and held in its treasury. The aggregate number of shares of Common
Stock which may be issued under the Plan is 2,000,000 except as such number
may be increased or decreased pursuant to Section 10. All shares offered under
the Plan and for any reason not purchased as well as all shares not previously
offered will be available for subsequent offerings.
6. PRICE. The price at which the shares may be purchased in any offering under
the Plan shall be the lower of: (a) 85% of the fair market value of the stock
on the first day of the Purchase Period and (b) 85% of the fair market value
of the stock on the date
1
<PAGE>
the option is exercised. As used in this Section 6 "fair market value" shall
mean the composite closing price of the Common Stock on the New York Stock
Exchange on the date as of which the Common Stock is to be valued or if the
Common Stock shall not have been traded on said Exchange on such date, the
composite closing price on said Exchange on the first day prior thereto on
which the Common Stock was traded.
7. PAYROLL DEDUCTIONS; RIGHT OF CANCELLATION; RIGHTS ON TERMINATION OF
EMPLOYMENT OR DEATH. Except as otherwise provided herein, shares purchased
under the Plan will be paid for by payroll deductions during the Purchase
Period. Prior to commencement of the Purchase Period for each offering, the
Committee appointed to administer the Plan pursuant to Section 11 (the
"Committee") shall adopt a schedule of the periodic payroll deductions
required to be made in order to purchase specified numbers of shares during
such offering. In lieu of any and all participation through payroll
deductions, any employee may at the commencement of the Purchase Period make a
lump sum cash payment to the Company for such number of shares as he shall
determine, but not to exceed the maximum number of shares that he is entitled
to purchase pursuant to any offering. Each participant may by written notice
to the Company cancel his election to purchase shares under the Plan not later
than two weeks prior to the last day of the Purchase Period and in such case
any amount withheld for the account of such participant shall be paid to him
as promptly as practicable, without interest.
If the employment of any participant shall terminate prior to the end of the
Purchase Period for any offering because of his retirement or death, such
participant or, in the case of the death of a participant, his legal
representative, may within three months after the date of the participant's
retirement or death, but in no event later than the expiration of such
Purchase Period, purchase the number of shares the participant had elected to
purchase in such offering by making a lump sum cash payment to the Company
which, when added to the amounts deducted prior to the participant's
retirement or death for the purchase of Common Stock in such offering, will be
sufficient to cover the purchase price of such number of shares as determined
under Section 6. If no such election is exercised, there shall be paid to such
participant or, in the case of a participant's death, his legal
representative, the amount theretofore deducted under the Plan for the
participant's account, without interest. If the employment of any participant
shall terminate prior to the end of the Purchase Period for any offering for
any reason other than his retirement or death, the Company shall pay to such
participant the amount theretofore deducted under the Plan for his account,
without interest.
8. ISSUE OF SHARES. Shares purchased under the Plan shall be issued as soon as
practicable after the end of the Purchase Period applicable to such shares or
upon full payment in cash in a lump sum at the commencement of the Purchase
Period or upon the retirement or death of a participant. No participant shall
have any rights as a stockholder with respect to any shares which he may
purchase under the Plan prior to the date of issuance to him of such shares.
9. ASSIGNABILITY. No assignment or transfer by an employee, former employee or
his legal representatives of any option, election to purchase shares, or any
other interest under this Plan will be recognized; any purported assignment or
transfer, whether voluntary or by operation of law (except by will or the laws
of descent and distribution), shall have the effect of terminating such
option, election to purchase or other interest. An employee's option and
election to purchase shall be exercisable only by him during his lifetime. If
an election to purchase is terminated by reason of the provisions of this
Section 9, the only right thereafter continuing shall be the right to have the
amount of payroll deductions then credited to the employee's account paid
without interest to the employee or other person entitled thereto, as the case
may be.
10. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. In the event of any change
in the Common Stock by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or rights offering to purchase Common Stock at a price substantially
below fair market value, or of any similar change affecting the Common Stock,
the number and kind of shares which thereafter may be sold under the Plan and
the number and kind of shares which may be purchased under any outstanding
offering and the purchase price per share thereof shall be appropriately
adjusted consistent with such change in such manner as the Committee may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to, or available for, participants in the Plan.
2
<PAGE>
11. ADMINISTRATION OF THE PLAN. The Plan shall be administered and interpreted
by a Committee appointed by the Board consisting of three or more persons,
none of whom shall be eligible to vote on or make any decision affecting any
rights he may be granted to purchase shares under the Plan. The members of the
Committee shall serve without compensation, but shall be reimbursed for any
reasonable expenses incurred in their capacities as members. The Committee
shall serve at the pleasure of the Board and may from time to time adopt rules
and regulations for the administration of the Plan. In the absence of fraud or
willful misconduct no member of the Committee shall be liable for any action
or determination made with respect to the Plan. Any interpretation,
determination or other action made or taken by the Committee shall be final,
binding and conclusive.
12. APPLICATION OF FUNDS. The funds deposited with the Company pursuant to the
terms of any offering and the proceeds received by the Company from the sale
of Common Stock under the Plan will be used for general corporate purposes.
13. COMPLIANCE WITH GOVERNMENT LAW AND REGULATIONS. The Plan, each offering
thereunder, and the obligation of the Company to sell and deliver Common Stock
thereunder shall be subject to all applicable Federal and State laws, rules
and regulations and to such approvals by any governmental or regulatory agency
as may be required. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock prior to (a) the listing of such
shares on any stock exchange on which the Common Stock may then be listed and
(b) the completion of any registration or qualification of such shares under
any State or Federal law, or any ruling or regulation of any government body
which the Company shall, in its sole discretion, determine to be necessary or
advisable.
14. SALE OF SHARES PURCHASED UNDER THE PLAN. It is the hope of the Company
that Common Stock purchased under the Plan will be held for investment and not
for resale; in furtherance thereof, the Company may impose such limitations on
the sale or other disposition of such Common Stock as it deems appropriate.
Nothing contained in the Plan shall restrict any employee from selling any
Common Stock purchased under the Plan at any time he chooses provided any such
sale is consistent with any limitations imposed pursuant to the preceding
sentence, and does not violate the Company's Conflicts of Interest policy, or
any successor to such policy. Each employee shall assume the risk of any
market fluctuations in the price of Common Stock purchased by him under the
Plan.
15. COMPANY'S PAYMENT OF EXPENSES RELATED TO THE PLAN. The Company will bear
all expenses incurred in administering the Plan, including expenses of issuing
Common Stock under the Plan.
16. PLAN AND RIGHTS TO PURCHASE COMMON STOCK NOT TO CONFER RIGHT WITH RESPECT
TO CONTINUANCE OF EMPLOYMENT. The Plan and any rights to purchase Common Stock
granted under the Plan shall not confer upon any employee any right with
respect to continuance of employment by the Company or any subsidiary, nor
shall they interfere in any way with the right of the Company or any
subsidiary by which an employee is employed to terminate his employment at any
time.
17. GENERAL.
(a) Each eligible employee may enroll in any offering under the Plan by
signing and delivering to the Treasurer of the Company, not later than a date
specified by the Board for such offering, an Authorization:
(i) authorizing the Company to deduct regularly from his compensation such
amount (based upon the number of shares which such employee elects to purchase
in any offering) as shall be set forth in the schedule of payroll deductions
for such offering adopted by the Committee pursuant to Section 7;
(ii) specifying the number of shares which he elects to purchase at the end
of the Purchase Period for such offering; and
(iii) specifying the exact name in which shares purchased by him are to be
issued, which shall be the name of the employee or the names of the employee
and his or her spouse.
Any adjustments necessary to accumulate the necessary funds to purchase the
number of shares which any employee has elected to purchase in any offering
shall be made by appropriate adjustments in payroll deductions during the
three weeks immediately preceding the end of the Purchase Period. Unless the
employee withdraws from the
3
<PAGE>
Plan, his Authorization so filed shall continue in effect throughout the
Purchase Period of the offering to which it relates. The Company will
accumulate and hold for the employee's account the amount deducted from his
basic compensation and will maintain accounts for all participants. No
interest will be paid on such payroll deductions.
(b) Only full shares of Common Stock may be purchased. Any balance remaining
in any employee's account after the purchase of the shares he has elected to
purchase in any offering will be promptly refunded to the employee, without
interest.
(c) Each eligible employee who continues to be a participant in the Plan on
the last day of the Purchase Period of any offering shall be deemed to have
purchased from the Company such number of full shares of Common Stock reserved
for the purposes of the Plan as his accumulated payroll deductions on such day
will pay for at the purchase price.
(d) If at any time shares of Common Stock reserved for the purposes of the
Plan remain available for purchase but not in sufficient number to satisfy all
then unfilled purchase requirements, the available shares shall be apportioned
among participants in proportion to their rights and the Plan shall terminate.
Upon such termination or any other termination of the Plan, all payroll
deductions not used to purchase Common Stock will be refunded without interest
to the employees for whose account they are held.
18. AMENDMENT OR DISCONTINUANCE. The Board may amend, discontinue or terminate
the Plan at any time, provided, however, that no amendment, discontinuance or
termination shall alter or impair any rights outstanding at the time of such
amendment, discontinuance or termination to purchase shares pursuant to any
offering hereunder. The Plan will terminate in any event when all or
substantially all of the shares reserved for the purposes of the Plan have
been issued.
19. NAME. The Plan shall be known as the "Dow Jones 1998 Employee Stock
Purchase Plan."
4
<PAGE>
EXHIBIT 5
DOW JONES & COMPANY, INC.
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
June 18, 1998
Dow Jones & Company, Inc.
200 Liberty Street
New York, NY 10281
Dear Sirs:
In connection with the registration on Form S-8 under the Securities Act of
1933 of 2,000,000 shares of Common Stock, $1.00 par value (the "Stock"), of
Dow Jones & Company, Inc., a Delaware corporation (the "Company"), for
issuance and sale pursuant to the terms of the Dow Jones 1998 Employee Stock
Purchase Plan (the "Plan"), I, as counsel to the Company, have examined such
corporate records, certificates and other documents, including the Plan, and
reviewed such questions of law, as I have considered necessary or appropriate
for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that, when (i) the
Registration Statement shall have become effective under the Securities Act of
1933 and (ii) the Stock is issued by the Company and paid for in accordance
with the terms of the Plan, the Stock will be legally issued, fully paid and
nonassessable.
Very truly yours,
Rosemary C. Spano
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Dow Jones & Company, Inc. on Form S-8 of our report dated January 29, 1998 on
our audits of the consolidated financial statements and financial statement
schedule of Dow Jones & Company, Inc., and Subsidiaries, as of December 31,
1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995.
We also consent to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
New York, New York
June 18, 1998
