-----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, M/UFxCLxnJqEm50NmwniLi4XD+mHsckiLOs3YvXGns7MxiDTW41Ac0gujWeBkshC 8O2B7PNqleNiXIqb439dxw== 0000895345-05-000165.txt : 20050214 0000895345-05-000165.hdr.sgml : 20050214 20050214163632 ACCESSION NUMBER: 0000895345-05-000165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07564 FILM NUMBER: 05611164 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 8-K 1 form8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2005 DOW JONES & COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-7564 13-5034940 (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification No.) of incorporation) 200 Liberty Street, New York, New York 10281 (Address of principal executive offices) (ZIP CODE) Registrant's telephone number, including area code: (212) 416-2000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS On February 14, 2005, Dow Jones & Company, Inc. announced the pricing of $225 million aggregate principal amount of its senior notes due 2008. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable (b) Not applicable (c) Exhibits 99.1 Press Release of Dow Jones & Company, Inc., dated February 14, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOW JONES & COMPANY, INC. Dated: February 14, 2005 By: /s/ Robert Perrine ---------------------------- Robert Perrine Chief Accounting Officer and Controller EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Dow Jones & Company, Inc., dated February 14, 2005. EX-99.1 2 lhexh99_1.txt PRESS RELEASE Exhibit 99.1 [LOGO - DOW JONES] Dow Jones & Company 200 Liberty Street New York, NY 10281 WHAT'S NEWS -- INVESTOR CONTACT: Mark Donohue Director, Investor Relations (609) 520-5660 mark.donohue@dowjones.com MEDIA CONTACT: Amy Wolfcale Vice President, Corporate Communications (212) 416-3213 amy.wolfcale@dowjones.com DOW JONES & COMPANY, INC. PRICES $225 MILLION OF SENIOR NOTES NEW YORK (FEB. 14, 2005)--Dow Jones & Company (NYSE: DJ) today announced that it has priced $225 million aggregate principal amount of its 3.875% senior notes due 2008 at an original issue price of 99.955%. The senior notes will be sold in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering is expected to close on or about February 17, 2005. Dow Jones intends to use the net proceeds from the offering to refinance a portion of its $438.7 million of commercial paper borrowings incurred in connection with its acquisition of MarketWatch, Inc., and for other general corporate purposes. The senior notes have not been registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws. Any offers of the notes will be made exclusively by means of a private offering memorandum. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes or any other securities, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. ### ABOUT DOW JONES & COMPANY In addition to The Wall Street Journal and its international and online editions, Dow Jones & Company (NYSE: DJ; www.dowjones.com) publishes Barron's and the Far Eastern Economic Review, Dow Jones Newswires, Dow Jones Indexes, MarketWatch, and the Ottaway group of community newspapers. Dow Jones is co-owner with Reuters Group of Factiva, with Hearst of SmartMoney and with NBC Universal of the CNBC television operations in Asia and Europe. Dow Jones also provides news content to CNBC and operates The Wall Street Journal Radio Network in the U.S. -----END PRIVACY-ENHANCED MESSAGE-----