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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): March 18, 1998
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 an exhibit is a copy of a press release that the company issued
March 17, 1998. This press release contains forward-looking statements that
reflect the company's current expectations or beliefs concerning future
results and events. The words "expects," "intends," "believes,"
"anticipates," "likely," "will," and similar expressions identify
forward-looking statements. These forward-looking statements are subject to
certain risks and uncertainties which could cause actual results and events
to differ materially from those anticipated in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the inability to consummate the sale of Dow Jones Markets, for
any reason, including the failure to obtain any necessary regulatory
approval; 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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed with this Report:
Exhibit Number Description
99 Press Release dated March 17, 1998
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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: March 18, 1998 By: Thomas G. Hetzel
Comptroller
(Chief Accounting Officer)
Exhibit 99
DOW JONES & COMPANY AND BRIDGE INFORMATION SYSTEMS, INC.
ANNOUNCE AGREEMENT ON SALE OF DOW JONES MARKETS
NEW YORK, N.Y. (March 17, 1998)--Dow Jones & Company and Bridge
Information Systems, Inc. announced today that Dow Jones has
agreed to sell its Dow Jones Markets unit to Bridge. The purchase
price is $510 million, consisting of $360 million cash and $150
million of 5 year, 4% preferred stock of Bridge, which is
convertible into 10% of Bridge's common equity.
The sale concludes a six-month review of alternatives
concerning Dow Jones Markets undertaken by Dow Jones & Company's
management and board of directors. "We're pleased to have entered
into this agreement with Bridge, and to share in what we are
confident will be its bright future," said Peter R. Kann, Chairman
and Chief Executive of Dow Jones. "The agreement allows Dow Jones
Markets to be operated by a company whose main business is the
gathering and distribution of financial data."
"This positions Dow Jones to renew its focus on our
competitive strengths and core competencies in publishing the
world's most vital business and financial news and information as
we extend The Wall Street Journal and Dow Jones brands in print
and online around the world," Mr. Kann added.
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Thomas M. Wendel, Chairman, President and Chief Executive
Officer of Bridge said, "Customers and potential customers will
benefit greatly from Bridge's acquisition of Dow Jones Markets.
This acquisition enables Bridge to be a competitive market force
committed to providing choices and better economics for its
clients. Bridge will continue to be a leading force in open
systems solutions for its customers."
The sale will result in the transfer of all of the shares of
Dow Jones Markets to Bridge. Dow Jones Markets will be renamed
Bridge Telerate, and will become a wholly owned subsidiary of
Bridge. Bridge will become a non-exclusive distributor of Dow
Jones Newswires around the world. The approximately 3500
employees of Dow Jones Markets will become employees of Bridge
Telerate when the sale is closed, which is expected to occur in
the second quarter of this year. The closing is conditioned on
the receipt of necessary financing for the transaction by Bridge.
At the time of closing, Dow Jones expects to take a
significant charge against earnings, reflecting severance and
other transition costs, and a write-down of the value of Dow Jones
Markets. The amount of the charge has not yet been determined.
Dow Jones was advised in this transaction by Evercore
Partners and Goldman, Sachs & Co.
Bridge is a global market data company. Through its terminal
and feed products it supplies over 75,000 users representing over
6,500 institutions, with information and news on equities, fixed-
income, foreign exchange, derivatives and commodities. The Bridge
trading and technology center in St. Louis operates a broadband,
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state-of-the-art communications system that collects and
disseminates market data, news and applications to clients such as
institutional investors, broker/dealers, exchanges, corporations,
and state or local governments. Bridge is the co-producer of the
Nightly Business Report and is a leading provider of news and
information to media companies worldwide. Bridge is headquartered
in New York City with major regional centers in Europe, the Middle
East, Africa, and the Pacific Rim. News bureaus in over 60
locations around the world report on market moving news.
In addition to Dow Jones Markets, Dow Jones & Company
(NYSE:DJ) publishes The Wall Street Journal and its international
and Interactive editions, Barron's magazine and other periodicals,
Dow Jones Newswires, Dow Jones Indexes, Dow Jones Interactive and
the Ottaway group of community newspapers.
Dow Jones is co-owner with NBC of the CNBC television
operations in Asia and Europe, which are branded "a service of NBC
and Dow Jones." Beginning this Spring, Dow Jones will also
provide news content to CNBC in the U.S., which will be similarly
branded during the business day. Worldwide, the new CNBC will
reach more than 165 million homes.
