-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCYcgD4DK7ebdB/eQROtuNQinXqLAdAoKpovmHplwB3RQ4c5wZ0jO5OOtqVbg5NX WkgFLZboNOzcWPDTLrd7cQ== 0001140361-07-009196.txt : 20070507 0001140361-07-009196.hdr.sgml : 20070507 20070504195517 ACCESSION NUMBER: 0001140361-07-009196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070507 DATE AS OF CHANGE: 20070504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACELREE JANE C CENTRAL INDEX KEY: 0001053910 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 6172277940 MAIL ADDRESS: STREET 1: C/O HEMENWAY & BARNES STREET 2: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOW JONES & CO INC CENTRAL INDEX KEY: 0000029924 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135034940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12530 FILM NUMBER: 07822032 BUSINESS ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2124162000 MAIL ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 SC 13D/A 1 formsc13da.htm DOW JONES AND COMPANY SC 13D/A 5-1-2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*


Dow Jones & Company, Inc.

(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
260561105
(CUSIP Number)
 
Dennis R. Delaney, Esq.
Hemenway & Barnes
60 State Street
Boston, MA 02109
617 227-7940

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
May 01, 2007
(Date of Event which Requires Filling of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box.   (    )

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See · 240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 



SCHEDULE 13D
CUSIP No. 260561105

  1. Names of Reporting Persons.
Jane C. MacElree
I.R.S. Identification No.

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (    )       (b.)  ( X )

  3. SEC USE ONLY

  4.
Source of Funds*
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )

  6.
Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
562,781 sharess Common Stock; 520,468 shares Class B Common Stock (convertible into Common Stock)

8. Shared Voting Power
1,074,950 shares Common Stock; 3,186,245 shares Class B Common Stock (convertible into Common Stock)

9. Sole Dispositive Power
562,781 sharess Common Stock; 520,468 shares Class B Common Stock (convertible into Common Stock)

10. Shared Dispositive Power
1,074,950 shares Common Stock; 3,186,245 shares Class B Common Stock (convertible into Common Stock)

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
See line 8 above

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )

  13.
Percent of Class Represented by Amount in Row (11)
7.93%

  14.
Type of Reporting Person
OO   IN


Note to Line 4: Source of funds is OO (other); shares were inherited and/or and acquired by appointment as trustee of trusts.

Note to Line 14: IN (individual) as to shares reported in Lines 7 and 9; and OO (other: co-trustee) for shares reported in Lines 8 and 10.


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Item 4. Purpose of Transaction
 
         The response set forth in Item 4 of the undersigned's 7th amendment to Schedule 13D is hereby amended by adding to the end of such response the following:

Since the time that members of the Bancroft family and trustees of trusts holding shares of the Issuer for the benefit of members of the Bancroft family were first advised of the possibility of a proposal by News Corporation to acquire the Issuer, various members of the family and trustees have been discussing whether they would be interested in the transaction proposed by News Corporation. To aid the family members and trustees in their decision-making process, on April 24, 2007, Merrill Lynch made a presentation to members of the family and trustees. Various discussions and communications among family members and trustees continued to ensue as to whether they would be interested in the proposed transaction. On May 1, 2007, it became apparent that family members and trustees holding a majority of the voting power of the Issuer were not interested in the News Corporation proposal and would vote the shares of the Issuer over which they have voting control against any transaction reflecting the terms of the proposal. The Issuer and its board of directors were so advised, and the Issuer made an announcement to that effect on May 1, 2007.

As a result of the matters described above, the undersigned may be deemed to constitute a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with other members of the Bancroft family and Bancroft trustees who were not interested in the News Corporation proposal. The undersigned hereby (i) disclaims any membership in any such group, (ii) does not affirm the existence of such a group, and (iii) except as otherwise may be expressly indicated in this Schedule 13D, disclaims any beneficial ownership of any shares of the Issuer that may be or are beneficially owned by, among others, other members of the family or trustees.


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Item 5. Interest in Securities of the Issuer.
 
(a)
See Lines 11 and 13 of the cover page.
 
(b)
b.(1) The undersigned shares the voting and dispositive power as a co-trustee over 1,074,950 shares of the issuer's stock with the following persons:

(A) With Michael B. Elefante and Kurt F. Somerville over 515,706 shares of stock;
(B) With Paul T. Truono over 92,111 shares of stock;
(C) With Michael J. Puzo over 16,000 shares of stock;
(D) With U.S. Trust Company, N.A., Michael B. Elefante and Kurt F. Somerville over 384,500 shares of stock; and
(E) With Michael C. Hill over 66,633 shares of stock.

(2)(A)(i) Michael J. Puzo, Esq., Michael B. Elefante, and Kurt F. Somerville, Esq.
(ii) Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) attorney and professional fiduciary;
(iv) no such conviction;
(v) not a party to any such proceedings; and
(vi) United States.

(2)(B)(i) U.S. Trust Company, N.A.;
(ii) 225 Franklin Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(C)(i) Paul T. Truono
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109
(iii) certified public accountant;
(iv) no such conviction;
(v) not a party to any such proceedings; and
(vi) United States.

(2)(D)(i) Michael C. Hill;
(ii) c/o Hemenway & Barnes, 60 State St. Boston, MA 02109
(iii) Environmental Protection Agency employee
(iv) no such conviction;
(v) not a party to any such proceedings; and
(vi) United States
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

         Other than the information contained in Item 4, above, and the legal responsibilities of the undersigned and co-trustees to act together in carrying out the terms of the applicable governing instruments, there are no such contracts, arrangements, understandings or relationships.


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Signature

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:   May 04, 2007
 
Jane C. MacElree
 
  By: /s/ Dennis R. Delaney
      Dennis R. Delaney
  Title:    Attorney-in-Fact for Jane C. MacElree 
 


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