-----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, PmA7NvRLBmXNh6cWBrvcVENSD7/1tN1b1UM88QQOEL/mplxRBVnnSocmypHst/sj qS3vPsIPNMBY/zzXV7R96g== 0000895345-07-000702.txt : 20071219 0000895345-07-000702.hdr.sgml : 20071219 20071217152124 ACCESSION NUMBER: 0000895345-07-000702 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071213 FILED AS OF DATE: 20071217 DATE AS OF CHANGE: 20071217 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERRINE ROBERT CENTRAL INDEX KEY: 0001189765 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07564 FILM NUMBER: 071309981 BUSINESS ADDRESS: STREET 1: C/O DOW JONES & CO STREET 2: 200 LIBERTY ST. CITY: NEW YORK STATE: NY ZIP: 10281 4 1 ha4-dowjones_perrineex.xml X0202 4 2007-12-13 1 0000029924 DOW JONES & CO INC DJ 0001189765 PERRINE ROBERT DOW JONES & COMPANY, INC. 200 LIBERTY STREET NEW YORK NY 0 1 0 0 Controller Employee Stock Option (right to buy) 59.50 2007-12-13 4 D 0 1500 .50 D 2011-01-17 Common Stock 1500 0 D Employee Stock Option (right to buy) 55.16 2007-12-13 4 D 0 5000 4.84 D 2012-01-16 Common Stock 5000 0 D Employee Stock Option (right to buy) 44.68 2007-12-13 4 D 0 4300 15.32 D 2013-01-15 Common Stock 4300 0 D Employee Stock Option (right to buy) 52.65 2007-12-13 4 D 0 4100 7.35 D 2014-01-21 Common Stock 4100 0 D Employee Stock Option (right to buy) 41.14 2007-12-13 4 D 0 1150 18.86 D 2015-01-19 Common Stock 1150 0 D Employee Stock Option (right to buy) 38.31 2007-12-13 4 D 0 1240 21.69 D 2016-02-15 Common Stock 1240 0 D Employee Stock Option (right to buy) 37.33 2007-12-13 4 D 0 1350 22.67 D 2017-02-21 Common Stock 1350 0 D Restricted Stock Units 2007-12-13 4 D 0 1090 D Common Stock 1090 0 D Restricted Stock Units 2007-12-13 4 D 0 1010 D Common Stock 1010 0 D Restricted Stock Units 2007-12-13 4 D 0 990 D Common Stock 990 0 D See Exhibit 99.1 for text of footnote 1. Pursuant to the Merger Agreement, this option, which was granted on January 16, 2002 and vested on the third anniversary of the grant date, was converted into an option to acquire 14,340 shares of Class A common stock of News Corporation at an exercise price of $19.24 per share. Under the Merger Agreement, the number of shares of Class A common stock of News Corporation subject to the option was determined by multiplying (i) the number of shares of Company common stock subject to the option by (ii) the Exchange Ratio. The exercise price of the option was determined by dividing (x) the per share exercise price specified in the option to acquire Company common stock by (y) the Exchange Ratio. The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger. Pursuant to the Merger Agreement, this option, which was granted on January 15, 2003 and vested on the third anniversary of the grant date, was cancelled in exchange for a cash payment of $65,876, which represents the excess of $60.00 per share over the exercise price per share of this option. Pursuant to the Merger Agreement, this option, which was granted on January 21, 2004 and vested on the third anniversary of the grant date, was cancelled in exchange for a cash payment of $30,135, which represents the excess of $60.00 per share over the exercise price per share of this option. Pursuant to the Merger Agreement, this option, which was granted on January 19, 2005 and is scheduled to vest on the third anniversary of the grant date, was cancelled in exchange for the right to receive a cash payment in the amount of $21,689, which represents the excess of $60.00 per share over the exercise price per share of this option. The cash is payable on the date on which the option would otherwise have become exercisable. Pursuant to the Merger Agreement, this option, which was granted on February 15, 2006 and is scheduled to vest on the third anniversary of the grant date, was cancelled in exchange for the right to receive a cash payment in the amount of $26,896, which represents the excess of $60.00 per share over the exercise price per share of this option. The cash is payable on the date on which the option would otherwise have become exercisable. Pursuant to the Merger Agreement, this option, which was granted on February 21, 2007 and is scheduled to vest on the third anniversary of the grant date, was cancelled in exchange for the right to receive a cash payment in the amount of $30,605, which represents the excess of $60.00 per share over the exercise price per share of this option. The cash is payable on the date on which the option would otherwise have become exercisable. Pursuant to the Merger Agreement, these restricted stock units, which are scheduled to vest on January 19, 2008 (the third anniversary of the grant date), were converted into the right to receive $60.00 cash per unit on the date on which these units would otherwise have vested. Pursuant to the Merger Agreement, these restricted stock units, which are scheduled to vest on February 15, 2009 (the third anniversary of the grant date), were converted into the right to receive $60.00 cash per unit on the date on which these units would otherwise have vested. Pursuant to the Merger Agreement, these restricted stock units, which are scheduled to vest on February 21, 2010 (the third anniversary of the grant date), were converted into the right to receive $60.00 cash per unit on the date on which these units would otherwise have vested. /s/ Mia Israeli, Attorney-in-Fact 2007-12-17 EX-99.1 2 ha4perrineex99_1.txt Exhibit 99.1 Text of Footnote 1: (1) Pursuant to the Agreement and Plan of Merger dated as of July 31, 2007, by and among Dow Jones & Company, Inc. (the "Company"), News Corporation, Ruby Newco LLC and Diamond Merger Sub Corporation, as amended (the "Merger Agreement"), this option, which was granted on January 17, 2001 and vested on the third anniversary of the grant date, was converted into an option to acquire 4,302 shares of Class A common stock of News Corporation at an exercise price of $20.75 per share. Under the Merger Agreement, the number of shares of Class A common stock of News Corporation subject to the option was determined by multiplying (i) the number of shares of Company common stock subject to the option by (ii) 2.8681, which represents the quotient of (A) $60.00 divided by (B) $20.9198, the volume weighted average price per share of News Corporation Class A common stock on the New York Stock Exchange over the five (5) trading days ending on December 12, 2007 (the "Exchange Ratio"). The exercise price of the option was determined by dividing (x) the per share exercise price specified in the option to acquire Company common stock by (y) the Exchange Ratio. The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger. -----END PRIVACY-ENHANCED MESSAGE-----