<PAGE>
As filed with the Securities and Exchange Commission on January 21, 1999.
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 STOCK OPTION 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>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
<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................ 3,000,000 $45.90625 $137,718,750 $38,286
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</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 Stock Option 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 $45.90625 per share, the average of the high and low prices for
the Common Stock reported in the consolidated reporting system on January
19, 1999.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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 Stock Option 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 Stock Option 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 years ended December 31, 1997, 1996 and 1995 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 their reports, given 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 January 21, 1999.
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 January 21, 1999
__________________________________ Director
Peter R. Kann
2. Principal financial officer
/s/ Jerome H. Bailey Executive Vice President and January 21, 1999
____________________________________ Chief Financial Officer
Jerome H. Bailey
3. Principal accounting officer
/s/ Lawrence Kinsella Comptroller January 21, 1999
____________________________________
Lawrence Kinsella
/s/ Rand V. Araskog Director January 21, 1999
____________________________________
Rand V. Araskog
/s/ Christopher Bancroft Director January 21, 1999
____________________________________
Christopher Bancroft
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William C. Cox, Jr. Director January 21, 1999
____________________________________
William C. Cox, Jr.
/s/ Harvey Golub Director January 21, 1999
____________________________________
Harvey Golub
/s/ Roy A. Hammer Director January 21, 1999
____________________________________
Roy A. Hammer
/s/ Leslie Hill Director January 21, 1999
____________________________________
Leslie Hill
/s/ Irvine O. Hockaday, Jr. Director January 21, 1999
____________________________________
Irvine O. Hockaday, Jr.
/s/ Vernon E. Jordan, Jr. Director January 21, 1999
____________________________________
Vernon E. Jordan, Jr.
/s/ Peter R. Kann Director January 21, 1999
____________________________________
Peter R. Kann
/s/ David K. P. Li Director January 21, 1999
____________________________________
David K. P. Li
/s/ Jane C. MacElree Director January 21, 1999
____________________________________
Jane C. MacElree
/s/ M. Peter McPherson Director January 21, 1999
____________________________________
M. Peter McPherson
/s/ Frank N. Newman Director January 21, 1999
____________________________________
Frank N. Newman
/s/ James H. Ottaway, Jr. Director January 21, 1999
____________________________________
James H. Ottaway, Jr.
/s/ William C. Steere, Jr. Director January 21, 1999
____________________________________
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 Stock Option 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 1998 STOCK OPTION 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 options to purchase
Common Stock of the Company to employees of the Company and of any Subsidiary,
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. Shares Subject to the Plan. Options may be granted by the Company from time
to time to key employees of the Company to purchase 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 options may be granted
under the Plan shall be 3,000,000 shares, subject to adjustment as provided in
Section 4(h). If any option granted under the Plan shall terminate, expire or,
with the consent of the optionee, be canceled, new options may thereafter be
granted covering such shares. 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.
Subject to the provisions of the Plan, the Committee shall have the power to:
(a) determine and designate from time to time those employees of the Company
to whom options are to be granted and the number of shares to be optioned to
each such employee;
(b) 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;
(c) determine the number of shares subject to each option;
(d) 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 4(m) hereof)
from the date the option is granted;
(e) 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 4(m) hereof) from the date of the
grant; and
(f) cancel all or any portion of any option as provided in Section 4(k).
1
<PAGE>
No director of the Company who is not also an employee of the Company shall be
entitled to receive any option under the Plan.
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 action 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 an optionee is on military or on an
approved leave of absence from the Company as a period of employment of such
optionee by the Company for purposes of accrual of his or her rights under his
or her option; provided, however, that no option 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. 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:
(a) 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 4(m) hereof) from the date of grant) and
shall provide that the option shall expire at the end of such period.
(b) 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.
(c) 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.
(d) 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 (including the proceeds of a "cashless
exercise" with the assistance of a broker), or (ii) by delivering Common Stock
of the Company already owned by the optionee 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.
(e) Exercise in the Event of Death or Termination of Employment. (1) If an
optionee's employment by the Company 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 or by the person
or persons to whom the optionee's rights under the option pass by designation
pursuant to Section 5, 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 paragraph (a) of this Section
4 or (ii) the expiration of the period, if any, prescribed in the agreement
for such an exercise. (2) 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.
2
<PAGE>
(f) Transferability of Options. No option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the optionee an option shall be exercisable only by him
or her.
(g) Investment Representation. Upon demand by the Committee, the optionee (or
any person acting under Section 4(e)) 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).
(h) 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 optioned
and sold under the Plan and the number and kind of shares subject to option in
outstanding option agreements and the purchase price per share thereunder
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.
(i) Optionees to Have No Right as a Stockholder. No optionee shall have any
rights as a stockholder with respect to any shares subject to his or her
option prior to the date of issuance to him or her of a certificate or
certificates for such shares.
(j) Plan and Option Not to Confer Rights with Respect to Continuance of
Employment. The Plan and any option granted under the Plan shall not confer
upon any optionee any right with respect to 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.
(k) 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 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. In the event of such a cancellation, the number of shares as
to which such option was canceled shall not again become available for use
under the Plan. 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.
(l) 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.
3
<PAGE>
(m) Grants to Certain Holders. Notwithstanding Sections 4(a) and 4(b) 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.
5. Designation of Beneficiaries. An optionee 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 option, the Committee may determine to recognize only the legal
representative of such optionee, in which case the Company, the Committee and
the members thereof shall not be under any further liability to anyone.
6. Compliance With Government Law and Regulations. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver shares under such options, shall be subject to all applicable laws,
rules and regulations and to such approvals by any government 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 (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.
7. 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 4(h) no action of the Board of
Directors or of the Committee may (i) increase the number of shares with
respect to which options 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 4(b) or (iii) permit the extension or granting of
options which expire beyond the ten-year period provided for in Sections 3(e)
and 4(a). Without the written consent of an optionee, no amendment or
discontinuance of the Plan shall alter or impair any option previously granted
to him or her under the Plan.
8. Effective Date 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.
9. Name. The Plan shall be known as the "Dow Jones 1998 Stock Option Plan."
4
<PAGE>
Exhibit 5
DOW JONES & COMPANY, INC.
200 Liberty Street
New York, New York 10281
January 21, 1999
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 3,000,000 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 Stock Option
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."
PricewaterhouseCoopers LLP
New York, New York
January 20, 1999
