Key Dow Jones Trustee Now Opposes Sale to Murdoch

By: Jane Cox MacElree - who shares voting control over stock representing 15 percent of Dow Jones & Co.'s total votes - argued at a meeting Monday night that selling the company, which publishes The Wall Street Journal, to Rupert Murdoch's News Corp. could compromise the paper's independence, according to a published report.

The scene highlights the decision faced by the Bancroft family, which has held a controlling interest in Dow Jones since 1902, The Wall Street Journal said on its Web site Tuesday. At the meeting, 33 family members were briefed in person or by phone on the details of a $5 billion News Corp. offer that the Dow Jones board approved last week.

Advisers have called on the Bancrofts to make a decision by early next week, though some family members are resisting the idea of a deadline, the paper said.

The company's advisers say that family-owned shares representing 30 percent of Dow Jones's overall voting power must be voted in favor of the News Corp. transaction for it to go through. The family controls 64 percent of Dow Jones's voting power. The calculation assumes that nonfamily shareholders would overwhelmingly back the deal, the newspaper said.

Of the family's three main branches, the Cox branch - which includes MacElree - is perhaps the most divided. Two of MacElree's sons favor a sale to Murdoch, while the third is leaning against, say people familiar with their thinking. Her four daughters, including Dow Jones director Leslie Hill, are mostly aligned with their mother, according to people who have talked to them, the paper said.

MacElree's decision is especially difficult because much of her voting control comes not from direct ownership of Dow Jones shares but from her role as trustee for trusts in which her cousins - Martha Robes, Jean Stevenson and Elizabeth Steele - are the beneficiaries. More than 100 trusts hold the Bancrofts' Dow Jones stake, the paper said.

Those sisters are among the most committed supporters of a deal with Murdoch, the paper said.


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