'Meet the Bancrofts' -- As Dow Jones Decision Nears Today

By: Seth Sutel, The Associated Press When the Bancroft family meets Monday to consider Rupert Murdoch's $5 billion bid for Wall Street Journal publisher Dow Jones & Co., relatively few of them will actually be named Bancroft.

There will be a Hill, a Steele, the family's lead trustee, who is named Elefante, and yes, at least one Bancroft, first name Christopher. Other family members have last names that include Cox, Robes and MacElree.

And if their names are hard to keep track of, it's been just as hard trying to predict the outcome of their vote about Dow Jones. They initially rejected Murdoch's offer out of hand, but then agreed to meet with him and eventually won assurances that he wouldn't meddle with the paper's news coverage. Further complicating efforts to divine their leanings, the clan hasn't had a clear leader since the death in 1982 of Jessie Bancroft Cox.

The Bancroft clan has become large and far-flung since 1902, when Boston newspaperman Clarence W. Barron bought control of the company founded 20 years earlier by Charles Dow, Edward Jones and Charles Bergstresser. Control then passed to Barron's stepdaughter, Jane Barron, who married Hugh Bancroft, and on to their descendants.

Today, the family that controls Dow Jones and its flagship, The Wall Street Journal, is in its sixth generation, with some three dozen adult members spread out across the country. The key members of the group are:

-Christopher Bancroft, a Dow Jones board member who owns an investment firm in Texas and has 19 per cent of the company's supervoting stock.

-Leslie Hill, another board member and a retired airline pilot, whose mother, Jane MacElree, has 18.5 per cent of the company's supervoting shares.

-Elizabeth Steele, president of a real estate development company in Vermont.

-Michael Elefante, who is not a blood relative of the family but is their lead trustee and a member of Hemenway & Barnes, a Boston-based law firm that is the family's longtime trust adviser.

After the initial meeting Monday in Boston, the family is expected to take several days to consider Murdoch's bid. If enough of them commit to endorsing a deal, the process moves to final approval by the boards of Dow Jones and News Corp., the global media conglomerate that Murdoch controls.

News Corp. owns newspapers in Australia and the U.K., including The Sun and The Times of London, as well as the New York Post, Fox News Channel, Twentieth Century Fox and MySpace.

The family has long had a hands-off approach to the company, entrusting its day-to-day operations to management. However, two family members took the unusual step of raising objections publicly against Dow Jones executives 10 years ago over the handling of a deal for Telerate, a financial data provider, which turned into a disaster for the company.

Those two family members, Elisabeth Goth, who now goes by her married name of Chelberg, and William Cox III don't have active roles in the company and haven't made public statements about the current state of affairs.

So far, key family members haven't spoken publicly about their leanings, but Chris Bancroft told the Journal in May that he was opposed to Murdoch's offer, saying the paper would be less independent under him. Bancroft was also reported to have left a key board meeting early Tuesday where Murdoch's bid was endorsed; Hill was reported to have abstained. Like Bancroft, Hill has apparently advocated for finding alternatives to Murdoch. The company hasn't commented on what happened at that meeting.

Even less is known about Elizabeth Steele, the Vermont-based board member. She didn't return a phone call seeking comment, nor did Bancroft, and a number for Hill couldn't be located.

The family receives a meaningful amount of income from their holdings in Dow Jones stock. Collectively they own 16.5 million of the company's supervoting Class B shares, representing about 82 per cent of the class, which isn't traded publicly. Dow Jones paid dividends of $1 per share in each of the past two years.

Combined with the 63.7 million common shares outstanding, which anyone can buy on the New York Stock Exchange, that means Dow Jones paid out more than $80 million in dividends last year and the year before, which may not sound like much until you consider that the company only had $153 million in income from continuing operations last year, and $45.6 million in 2005.

Holding those Class B shares, which carry 10 votes each instead of one vote each for the common shares, allows the Bancrofts to control 64 per cent of Dow Jones' shareholder vote while owning just 25 per cent of the company.

Dow Jones has come under criticism in the past for paying out so much in dividends and raised the ire of investors even more in 2005 when they allowed the Bancrofts to make a change to the company's rules that would allow them to reduce their holdings in Dow Jones without triggering a provision that would eliminate the two-class structure that allows them to keep control.

Yet the Bancrofts still have their supporters. Former board member Jim Ottaway Jr., whose family controls seven per cent of the company vote, made his latest argument against a sale on Friday in an opinion article published in the Financial Times, European-based rival to the Journal, headlined: "Do not sell the family treasure to Mr. Murdoch."


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