<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1998.
REGISTRATION NO. 33-
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- -------------------------------------------------------------------------------
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 1997 LONG TERM
INCENTIVE PLAN
(FULL TITLE OF PLAN)
----------------
JEROME H. BAILEY
EXECUTIVE 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)
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 $48.09375 $96,187,500 $26,741
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</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 1997 Long Term Incentive 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 $48.09375 per share, the average of the high and low prices for
the Common Stock reported in the consolidated reporting system on November
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
1997 Long Term Incentive 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 1997 Long Term Incentive Plan.
5 Opinion of Rosemary C. Spano, Esq.
23 Consent of PricewaterhouseCoopers LLP, 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
PricewaterhouseCoopers LLP, 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 PricewaterhouseCoopers
LLP, 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 November 18, 1998.
DOW JONES & COMPANY, INC.
/s/ Jerome H. Bailey
By __________________________________
Jerome H. Bailey
Executive 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 November 18, 1998
__________________________________ Director
Peter R. Kann
2. Principal financial officer
/s/ Jerome H. Bailey Executive Vice President and November 18, 1998
____________________________________ Chief Financial Officer
Jerome H. Bailey
3. Principal accounting officer
/s/ Thomas G. Hetzel Vice President/Finance and November 18, 1998
____________________________________ Comptroller
Thomas G. Hetzel
/s/ Rand V. Araskog Director November 18, 1998
____________________________________
Rand V. Araskog
/s/ Christopher Bancroft Director November 18, 1998
____________________________________
Christopher Bancroft
/s/ Kenneth L. Burenga Director November 18, 1998
____________________________________
Kenneth L. Burenga
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William C. Cox, Jr. Director November 18, 1998
____________________________________
William C. Cox, Jr.
/s/ Harvey Golub Director November 18, 1998
____________________________________
Harvey Golub
/s/ Roy A. Hammer Director November 18, 1998
____________________________________
Roy A. Hammer
/s/ Leslie Hill Director November 18, 1998
____________________________________
Leslie Hill
/s/ Irvine O. Hockaday, Jr. Director November 18, 1998
____________________________________
Irvine O. Hockaday, Jr.
/s/ Vernon E. Jordan, Jr. Director November 18, 1998
____________________________________
Vernon E. Jordan, Jr.
/s/ Peter R. Kann Director November 18, 1998
____________________________________
Peter R. Kann
/s/ David K. P. Li Director November 18, 1998
____________________________________
David K. P. Li
/s/ Jane C. MacElree Director November 18, 1998
____________________________________
Jane C. MacElree
/s/ M. Peter McPherson Director November 18, 1998
____________________________________
M. Peter McPherson
/s/ Frank N. Newman Director November 18, 1998
____________________________________
Frank N. Newman
/s/ James H. Ottaway, Jr. Director November 18, 1998
____________________________________
James H. Ottaway, Jr.
Director November , 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 1997 Long Term Incentive Plan. Electronic
5 Opinion of Rosemary C. Spano, Esq. Electronic
23 Consent of PricewaterhouseCoopers LLP, independent Electronic
accountants.
24 Power of Attorney (included in signature pages Electronic
hereto).
</TABLE>
II-6
<PAGE>
EXHIBIT 4
DOW JONES 1997 LONG TERM INCENTIVE PLAN
1. PURPOSE. The purpose of this Plan is to provide a means whereby Dow Jones &
Company, Inc. (the "Company") may, through the grant of (i) contingent stock
rights and (ii) options to purchase Common Stock of the Company, both as
described herein (collectively, the "Plan Awards"), to employees of the
Company and of any Subsidiary (employees to whom Plan Awards are granted being
hereinafter called "Participants"), attract and retain persons of ability as
key employees (including officers and directors who are also employees) and
motivate such employees to exert their best efforts on behalf of the Company
and any Subsidiary. When used in the Plan with reference to employment, the
term "Company" shall include Subsidiaries of the Company. As used herein the
term "Subsidiary" shall mean any legal entity 50% or more of the voting equity
of which is owned or controlled directly or indirectly by the Company.
2. STOCK AVAILABLE FOR PLAN AWARDS. The stock to be subject to or related to
Plan Awards shall be shares of Common Stock ($1.00 par value) of the Company
("Common Stock"), and may be either authorized and unissued or held by the
Company in its treasury. The maximum number of shares of Common Stock with
respect to which Plan Awards may be granted under the Plan shall be 2,000,000
shares, subject to adjustment in accordance with the provisions of Section 7
hereof. The shares related to the unexercised or undistributed portion of any
terminated, expired, cancelled or forfeited Plan Award (including, without
limitation, the shares involved in any Maximum Award (as hereinafter defined)
that are not included in the related Final Award (as hereinafter defined))
shall be made available for further Plan Awards. Shares of Common Stock that
(i) are used by a Participant as full or partial payment to the Company of the
purchase price of shares of Common Stock acquired upon exercise of an option
pursuant to this Plan, (ii) are withheld pursuant to Section 4(d)(5), (iii)
are subject to an option or portion of an option that is cancelled or
"stocked-out" pursuant to Section 5(b)(8), or (iv) represent Final Awards as
to which elections are made pursuant to Section 4(d)(4), shall not be made
available for further Plan Awards. Anything contained herein to the contrary
notwithstanding, the aggregate number of shares of Common Stock with respect
to which options may be granted during any calendar year to any individual
shall be limited to 200,000.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Compensation Committee (the "Committee") consisting of not less than two
members appointed by the Board of Directors of the Company. Each member of the
Committee shall be a member of the Board who qualifies both as an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended from time to time (the "Code"), and as a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934. Any vacancy occurring in the membership of the Committee shall be
filled by appointment of the Board. The Committee may interpret the Plan,
prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Plan, and make such other
determinations and take such other actions as it deems necessary or advisable,
except as otherwise expressly reserved to the Board of Directors of the
Company in the Plan. Without limiting the generality of the foregoing
sentence, the Committee may, in its discretion, treat all or any portion of
any period during which a Participant is on military or other approved leave
of absence from the Company as a period of employment of such Participant by
the Company for purposes of accrual of his or her rights under his or her Plan
Award; provided, however, that no Plan Award may be granted to an employee
while he or she is on a leave of absence. Any interpretation, determination or
other action made or taken by the Committee shall be final, binding and
conclusive.
4. CONTINGENT STOCK RIGHTS AND FINAL AWARDS.
(a) Grant of Contingent Stock Rights. The term "Contingent Stock Right"
("Right"), as used in the Plan, shall mean the right to receive, without
payment to the Company, the number of shares of Common Stock specified
therein, subject to the terms and provisions of the Plan. The Committee, at
any time and from time to time while the Plan is in effect,
1
<PAGE>
may grant, or authorize the granting of, Rights to such officers and other key
employees of the Company (whether or not members of the Board of Directors) as
it may select and for such numbers of shares as it shall designate, subject to
the provisions of this Section 4 and Section 3 hereof.
(b) Terms and Provisions of Contingent Stock Rights. The Committee shall
determine the terms and provisions of each Right, including, without
limitation, (i) the number of shares of Common Stock to be covered by such
Right (the "Maximum Award"), (ii) such subjective and objective criteria for
evaluating the performance of the Participant and the Company as the Committee
shall deem appropriate in determining whether and to what extent the Maximum
Award shall be earned (the "Performance Criteria"), (iii) the period of time
with respect to which such performance is to be measured (the "Performance
Period"), and (iv) the period of time, if any, following the expiration of the
Performance Period during which the disposition of shares of Common Stock
covered by any Final Award relating to such Right shall be restricted as
provided in Section 4(h) hereof (the "Restriction Period"); provided, however,
that the Committee may establish the Restriction Period applicable to any
Right at the time of or at any time prior to the granting of the related Final
Award rather than at the time of granting such Right. If the Committee shall
so determine, the Performance Criteria provided in any Right may include the
performance of the Company or any division, operation or subsidiary thereof
during a Performance Period compared with performance by other corporations or
other business units during such Performance Period, and may reflect both
quantitative and qualitative standards. During the Performance Period relating
to any Right, the Committee may adjust the Performance Criteria provided in
such Right and otherwise modify the terms and provisions of such Right. Each
Right shall be evidenced by a letter, an agreement or such other document as
the Committee may determine.
(c) Dividend Equivalents on Rights. Each Participant to whom a Right has been
granted shall be entitled to receive payment of the same amount of cash that
such Participant would have received as cash dividends if, on each dividend
record date during the entire Performance Period relating to such Right, such
Participant had been the holder of record of a number of shares of Common
Stock equal to the number of shares then covered by such Right (as adjusted
pursuant to Section 7 hereof). If the Company shall declare a dividend on
Common Stock payable in Common Stock or in other securities to holders of
record of Common Stock during the Performance Periods relating to any Right,
such dividend shall be dealt with as provided in Section 7 hereof.
(d) Final Awards.
(1) Not earlier than 90 days prior to the completion of the Performance
Period relating to any Right, and not later than 90 days thereafter, the
Committee shall determine the percentage (which shall not exceed 100%) of the
Maximum Award (as adjusted pursuant to Section 7 hereof) that shall be awarded
finally to the Participant who holds such Right (the number of shares of
Common Stock resulting from the application of such percentage being
hereinafter called the "Final Award"). Each Final Award shall represent only
full shares of Common Stock, and any fractional share that would result from
the application of such percentage shall be disregarded. In making such
determination, the Committee may take into account (i) the extent to which the
Performance Criteria provided in such Right were, in the Committee's sole
opinion, achieved, (ii) the individual performance of such Participant during
the related Performance Period and (iii) such other factors as the Committee
may deem relevant, including, without limitation, any change in circumstances
or unforeseen events, relating to the Company, the economy or otherwise, since
the date of grant of such Right. The Committee shall notify such Participant
of such Participant's Final Award as soon as practicable following such
determination.
(2) Following the determination of each Final Award, except to the extent
that the Participant elects, and the Committee approves, the payment of cash
in satisfaction of the Final Award pursuant to Section 4(d)(4) hereof, the
Company shall issue or cause to be issued certificates for the number of
shares of Common Stock representing such Final Award, registered in the name
of the Participant who received such Final Award. Such Participant shall
thereupon become the holder of record of the number of shares of Common Stock
evidenced by such certificates, entitled to dividends, voting rights and other
rights of a holder thereof, subject to the terms and provisions of the Plan,
including, without limitation, the provisions of Sections 4(e), 4(h) and 7
2
<PAGE>
hereof. Concurrently with the issuance of such certificates, the Company shall
deliver to such Participant an amount equal to the amount of the cash
dividends that such Participant would have received with respect to the shares
of Common Stock representing such Final Award if such Participant had been the
holder of record of such shares immediately following completion of the
Performance Period relating to such Final Award. The Committee may require
that such certificates bear such restrictive legend as the Committee may
specify and be held by the Company in escrow or otherwise pursuant to any form
of agreement or instrument that the Committee may specify. If the Company
shall have declared a dividend on Common Stock payable in Common Stock or in
other securities to holders of record of Common Stock during the period
following completion of the Performance Period relating to any Final Award,
and prior to the date on which such Participant shall have been the holder of
record of the shares representing such Final Award, such dividend shall be
dealt with as provided in Section 7 hereof.
(3) Upon the expiration of the Restriction Period, if any, relating to any
Final Award, the certificates for the shares of Common Stock, issued in such
Participant's name with respect to such Final Award, shall be delivered to
such Participant as soon as practicable, free of all restrictions and
restrictive legends.
(4) Notwithstanding any provision of the Plan to the contrary, following the
determination of any Final Award under the Plan, including such a
determination pursuant to Section 4(e)(2) upon the death, permanent disability
or retirement of a Participant, the Participant to whom the Final Award has
been made (or, in the event of the Participant's death, his or her designated
beneficiary) may elect, subject to the approval of the Committee, to receive
all or a portion of such Final Award in cash, or Common Stock, or a
combination of both. If a Participant elects, with the approval of the
Committee, to receive all or a portion of such Final Award in cash, the amount
thereof shall equal the fair market value of Common Stock on the date of such
Final Award multiplied by the number of shares of Common Stock as to which
such election is being made.
(5) Prior to the delivery under the Plan (pursuant to this Section 4 or
otherwise) of certificates for shares of Common Stock, or cash pursuant to a
Participant's election and Committee approval pursuant to Section 4(d)(4),
appropriate arrangements shall be made for the payment of any taxes required
to be withheld by federal, state or local law. At the election of the
Participant, the Company may satisfy such tax withholding obligation by
withholding shares of Common Stock with an aggregate fair market value equal
to the tax required to be withheld.
(e) Effect of Termination of Employment or Death.
(1) If a Participant's employment with the Company shall terminate prior to
the expiration of the Performance Period relating to any Right granted to such
Participant for any reason other than death, permanent disability or
retirement, such Right shall be forfeited and cancelled forthwith, except as
otherwise determined by the Committee.
(2) If a Participant's employment with the Company shall terminate because
of his or her death, permanent disability or retirement, then, with respect to
each such Right held by such Participant, the Committee shall have absolute
discretion to determine the number of shares in the Maximum Award with respect
to which such Participant shall be deemed to have satisfied the Performance
Criteria, and the Committee shall multiply such number of shares by a
fraction, the numerator of which is the number of months (treating any part of
a month as a complete month) during the Performance Period which elapsed prior
to termination of the Participant's employment, and the denominator of which
is the number of months in the Performance Period. Except to the extent that
the Participant or his or her representative has elected, and the Committee
has approved, the receipt of cash pursuant to Section 4(d)(4) hereof, the
Company shall issue or cause to be issued certificates for the number of
shares of Common Stock representing the Final Award attributable to each such
Right, determined in accordance with the preceding sentence, at such time, but
not later than 90 days after the completion of the Performance Period with
respect to such Right, as the Committee determines. Any and all certificates
issued pursuant to this Section 4(e)(2) shall not be, and any certificates
previously issued pursuant to Final Awards under this Plan to a Participant
who has subsequently died, become permanently disabled or retired, shall upon
the occurrence of any such event cease to be, subject to the restrictions, if
any,
3
<PAGE>
imposed by Section 4(h) hereof. Where appropriate, replacement certificates
shall be delivered to the Participant or his beneficiary, free of all
restrictive legends.
(3) Notwithstanding any other provision of the Plan to the contrary, a Right
shall be forfeited and cancelled forthwith, unless the Committee shall
determine otherwise, if a Participant's employment with the Company shall for
any reason terminate (i) within 180 days following the commencement of the
Performance Period relating to such Right (or such other period as the
Committee may specify) or (ii) within 180 days following the date of grant of
such Right.
(4) In the event of the death of any Participant, the term "Participant" as
used in the Plan shall thereafter be deemed to refer to the beneficiary
designated pursuant to Section 6 hereof or, if no such designation is in
effect, the person to whom the Participant's rights pass by will or applicable
law, or, if no such person has such right, the executor or administrator of
the estate of such Participant.
(f) Recommendations to Committee. Recommendations as to the employees to be
granted Rights, the Maximum Awards, Performance Criteria, Performance Periods,
Restriction Periods and other terms to be provided therein, and adjustments,
if any, in Performance Criteria and any other modifications of the terms and
provisions of such Rights, and the amounts of Final Awards, shall be made to
the Committee by the Chief Executive Officer, except that he or she shall not
make any such recommendation as to himself or herself.
(g) Restrictions on Transfer of Rights. No Right shall be transferred,
assigned or otherwise disposed of by a Participant otherwise than by will or
the laws of descent and distribution.
(h) Restrictions on Transfer of Final Awards. Until the expiration of any
applicable Restriction Period, no shares of Common Stock covered by any Final
Award shall be transferred, assigned or otherwise disposed of by a Participant
other than in satisfaction of a tax withholding obligation as provided in
Section 4(d)(5), and otherwise than by will or the laws of descent and
distribution; provided, however, that the Committee may permit the use of
Common Stock included in any Final Award as partial or full payment upon
exercise of an option under the Plan or a stock option under any stock option
plan of the Company prior to the expiration of such Restriction Period.
5. STOCK OPTIONS.
(a) Grant of Stock Options. Subject to the provisions of the Plan, the
Committee shall have the power to:
(1) determine and designate from time to time those key employees of the
Company to whom options are to be granted and the number of shares to be
optioned to each such employee;
(2) authorize the granting of options which qualify as incentive stock
options within the meaning of Section 422 of the Code ("Incentive Stock
Options"), and options which do not qualify as Incentive Stock Options, both
of which are referred to herein as options;
(3) determine the number of shares subject to each option;
(4) determine the time or times and the manner when each option shall be
exercisable and the duration of the exercise period, which period shall in no
event exceed ten years (or five years as specified in Section 5(b)(10) hereof)
from the date the option is granted;
(5) extend the term of an option (including extension by reason of an
optionee's death, permanent disability or retirement) but not beyond ten years
(or five years as specified in Section 5(b)(10) hereof) from the date of the
grant; and
(6) cancel all or any portion of any option as provided in Section 5(b)(8).
No director of the Company who is not also an employee of the Company shall
be entitled to receive any option under the Plan.
(b) Terms and Conditions of Options. Each option granted under the Plan shall
be evidenced by an agreement, in form approved by the Committee, which shall
be subject to the following express terms and conditions and to such other
terms and conditions as the Committee may deem appropriate:
(1) Option Period. Each option agreement shall specify the period for which
the option thereunder is granted (which in no event shall exceed ten years (or
five years as specified in Section 5(b)(10) hereof)
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from the date of grant) and shall provide that the option shall expire at the
end of such period.
(2) Option Price. The option price per share shall be determined by the
Committee at the time any option is granted, and shall be not less than the
fair market value (but in no event less than the par value) of the Common
Stock of the Company on the date the option is granted, as determined by the
Committee.
(3) Exercise of Option. No part of any option may be exercised until the
optionee shall have remained in the employ of the Company for such period
after the date on which the option is granted as the Committee may specify in
the option agreement.
(4) Payment of Purchase Price upon Exercise. The purchase price of the
shares as to which an option shall be exercised shall be paid to the Company
at the time of exercise either (i) in cash, or (ii) by delivering Common Stock
of the Company already owned by the optionee (including Common Stock obtained
pursuant to Final Awards before expiration of any related Restriction Period)
and having a total fair market value on the date of such delivery equal to the
purchase price, or (iii) by delivering a combination of cash and Common Stock
of the Company having a total fair market value on the date of such delivery
equal to the purchase price.
(5) Exercise in the Event of Death or Termination of Employment. (A) If an
optionee's employment by the Company or a Subsidiary shall terminate because
of his or her death, retirement or permanent disability, his or her option may
be exercised, to the extent provided in the option agreement, by him or her,
by a transferee to whom the option has been transferred pursuant to Section
5(b)(6), or by the person or persons to whom the optionee's rights under the
option pass by designation pursuant to Section 6, or, absent a designation, by
will or applicable law, or if no such person has such right, by the executor
or administrator of his or her estate, at any time, or from time to time, but
not later than the earlier of (i) the expiration date specified pursuant to
Section 5(b)(1) or (ii) the expiration of the period, if any, prescribed in
the agreement for such an exercise. (B) If an optionee's employment shall
terminate for any reason other than death, permanent disability or retirement,
all right to exercise his or her option shall terminate at the date of such
termination of employment.
(6) Transferability of Options. The Committee may, in its discretion,
authorize all or a portion of the options to be granted to an optionee to be
on terms which permit transfer by such optionee to (i) the spouse, parents,
children or grandchildren of the optionee ("Immediate Family Members"), (ii) a
trust or trusts for the exclusive benefit of such Immediate Family Members or
for the benefit of such Immediate Family Members and one or more organizations
exempt from income tax and described in Section 501(c)(3) of the Code, or
(iii) a partnership or similar vehicle in which such Immediate Family Members
are the only partners or participants; provided that (x) the stock option
agreement pursuant to which such options are granted must be approved by the
Committee, and must expressly provide for transferability in a manner
consistent with this Section 5(b)(6) and (y) transferred options shall not
again be transferable other than by will or by the laws of descent and
distribution. Following transfer, any such options shall continue to be
subject to the same terms and conditions as were applicable immediately prior
to transfer, provided that for purposes of Sections 5(b)(7), 5(b)(8), 6 and 8
hereof the terms "optionee" and "Participant," as applicable, shall be deemed
to refer to the transferee. The events of termination of employment of Section
5(b)(5) hereof shall continue to be applied with respect to the original
optionee, following which the options shall be exercisable by the transferee
only to the extent, and for the periods, specified by such Section 5(b)(5).
(7) Investment Representation. Upon demand by the Committee, the optionee
(or any person acting under Section 5(b)(5) or 5(b)(6)) shall deliver to the
Committee at the time of any exercise of an option a written representation
that the shares to be acquired upon such exercise are to be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
such demand, delivery of such representation prior to the delivery of any
shares issued upon exercise of an option and prior to the expiration of the
option period shall be a condition precedent to the right of the optionee or
such other person to purchase any shares (and each option agreement shall
contain an undertaking to deliver such a representation).
(8) Other Option Provisions. The form of option authorized by the Plan may
contain such other provisions as the Committee may, from time to time,
determine. Without limiting the foregoing, the
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Committee may, with the consent of the optionee, from time to time cancel all
or any portion of any option then subject to exercise, and the Company's
obligation in respect of such option may be discharged either by (i) payment
to the optionee of an amount in cash equal to the excess, if any, of the fair
market value at such time of the shares subject to the portion of the option
so cancelled over the aggregate purchase price of such shares, (ii) the
issuance or transfer to the optionee of shares of Common Stock of the Company
with a fair market value at such time equal to any such excess, or (iii) a
combination of cash and shares with a combined value equal to any such excess,
all as determined by the Committee in its discretion. The Committee may also
authorize options that permit payment of the purchase price and taxes arising
upon exercise by having the Company withhold a sufficient number of shares,
otherwise issuable thereunder to cover such amounts.
(9) Limitation on Value of Incentive Stock Options. The aggregate fair
market value (determined as of the time the option is granted) of the stock
for which Incentive Stock Options granted to any one employee under this Plan
and under all stock option plans of the Company and its Subsidiaries may by
their terms first become exercisable during any calendar year shall not exceed
$100,000.
(10) Grants to Certain Holders. Notwithstanding Sections 5(b)(1) and 5(b)(2)
hereof, if an Incentive Stock Option is granted to an optionee who owns stock
representing more than ten percent of the voting power of all classes of stock
of the Company or a Subsidiary, the period specified in the option agreement
for which the Incentive Stock Option thereunder is granted and at the end of
which the Incentive Stock Option shall expire, shall not exceed five years
from the date of grant and the option price shall be at least 110% of the fair
market value (as of the time of grant) of the Common Stock subject to the
option.
(11) Elective Deferral. (A) Notwithstanding anything herein to the contrary,
an optionee may elect, at the discretion of, and in accordance with rules
which may be established by, the Committee, to defer delivery of the proceeds
of exercise of an unexercised option, provided such election is irrevocable
and is made (i) at least two years (or such shorter period as may be
determined by the Committee) prior to the date that such option otherwise
would expire and (ii) at least one year (or such shorter period as may be
determined by the Committee) prior to the date such option is exercised. Upon
such exercise, the amount deferred shall be credited, at the date of exercise,
to a deferred compensation account pursuant to a deferred compensation
agreement between the optionee and the Company, and shall be payable at such
time or times and in such manner as shall be provided in such agreement;
provided, that the date as of which payment shall be made or payments shall
commence shall be not less than two years (or such shorter period as may be
determined by the Committee) subsequent to the date of exercise, but not later
than the first day of the third month following optionee's termination of
employment. (B) Each optionee shall have the status of a general unsecured
creditor of the Company with respect to his or her deferred compensation
account, and such account constitutes a mere promise by the Company to make
payments with respect thereto. (C) An optionee's right to benefit payments
under the Plan with respect to his or her deferred compensation account may
not be anticipated, alienated, sold, transferred, assigned, pledged,
encumbered, attached or garnished by creditors of the optionee or the
optionee's beneficiary and any attempt to do so shall be void.
6. DESIGNATION OF BENEFICIARIES. A Participant may file with the Company a
written designation of a beneficiary or beneficiaries under the Plan and may
from time to time revoke or change any such designation of beneficiary. Any
designation of beneficiary under the Plan shall be controlling over any other
disposition, testamentary or otherwise; provided, however, that if the
Committee shall be in doubt as to the entitlement of any such beneficiary to
any Right, Final Award or option, the Committee may determine to recognize
only the legal representative of such Participant, in which case the Company,
the Committee and the members thereof shall not be under any further liability
to anyone.
7. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. In the event of any change
in the Common Stock of the Company 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
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optioned and sold under the Plan and with respect to which Rights may
thereafter be granted, and the number and kind of shares subject to option in
outstanding option agreements, the purchase price per share thereunder and the
number and kind of shares with respect to which Rights are outstanding 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.
8. NO RIGHTS AS STOCKHOLDER OR TO CONTINUANCE OF EMPLOYMENT. No Participant
shall have any rights as a stockholder with respect to any shares subject to
his or her option or Rights prior to the date of issuance to him or her of a
certificate or certificates for such shares. The Plan and any option or Right
granted under the Plan shall not confer upon any Participant any right with
respect to any continuance of employment by the Company, nor shall they
interfere in any way with the right of the Company to terminate his or her
employment at any time.
9. COMPLIANCE WITH GOVERNMENT LAW AND REGULATIONS. The Plan, the grant and
exercise of options and the grant of Rights and Final Awards thereunder, and
the obligation of the Company to sell and deliver shares under such options
and to deliver shares under such Final Awards, shall be subject to all
applicable laws, rules and regulations and to such approvals by any government
or regulatory agency that may be required. The Company shall not be required
to issue or deliver any certificates for shares of Common Stock prior to (i)
the listing of such shares on any stock exchange on which the Common Stock may
then be listed and (ii) the completion of any registration or qualification of
such shares under any state or federal law, or any ruling or regulation of any
governmental body which the Company shall, in its sole discretion, determine
to be necessary or advisable.
10. AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Board of Directors of the
Company may at any time amend or discontinue the Plan; provided, however,
that, subject to the provisions of Section 7 no action of the Board of
Directors or of the Committee may (i) increase the number of shares with
respect to which Plan Awards may be granted under the Plan, (ii) permit the
granting of any option at an option price less than that determined in
accordance with Section 5(b)(2) or (iii) permit the extension or granting of
options which expire beyond the ten year period provided for in Sections
5(a)(5) and 5(b)(1). Without the written consent of a Partici- pant, no
amendment or discontinuance of the Plan shall alter or impair any Plan Award
previously granted to him or her under the Plan.
11. EFFECTIVE DATE AND TERM OF THE PLAN. The effective date of the Plan shall
be the date of approval of the Plan by stockholders of the Company holding not
less than a majority of the votes of the shares present and voting at a
meeting at which the Plan is proposed for approval. No Plan Award may be
granted under the Plan later than December 31, 2001.
12. NAME. The Plan shall be known as the "Dow Jones 1997 Long Term Incentive
Plan."
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EXHIBIT 5
DOW JONES & COMPANY, INC.
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
November 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 pursuant to the terms of the Dow Jones 1997 Long Term Incentive 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 in accordance with the terms
of the Plan, the Stock will be legally issued, fully paid and nonassessable.
Very truly yours,
Rosemary C. Spano
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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."
PricewaterhouseCoopers LLP
New York, New York
November 18, 1998
