Christopher Bancroft leaving the family meeting
yesterday.Photo: Reuters
Yesterday was the big Bancroft family meeting on the future of Dow Jones, and today The Wall Street Journal has a hugely comprehensive takeout on who in the family stands where on the question of selling to Rupert Murdoch. (Somewhere, Clark Hoyt is kvelling.) No one really knows what’s going to happen: There are 33 Bancrofts, with more than 100 different trusts, managed by two different trusts and estates law firms, who have a say in this. After 2,700 words, by five bylined reporters, it’s impossible to tell who controls what votes and which people will vote which way. But, still, like on any good daytime soap, it’s fun to break down the players. After the jump, it’s all Jessie Bancroft Cox’s children.
• Jane Cox MacElree, one of matriarch Jessie Bancroft Cox’s daughters, shares control of stock that represents 15 percent of total Dow Jones votes. “He put his life on the line for the paper,” she said yesterday, holding back tears as she spoke of Danny Pearl. She thinks a deal would destroy the paper’s independence. Will she vote against a deal? Unclear: Her seven kids are split on the question, with the four daughters and one son joining her in opposition and two sons supporting a deal. Oh, and her voting power comes not from stock she owns but because she’s a trustee of trusts benefiting her cousins Martha Robes, Jean Stevenson, and Elizabeth Steele. Byzantine, ain’t it?
• Thomas Hill is one of the MacElree sons in favor of Murdoch. “All these years we haven’t done enough to question management,” he said. “It seems like bad timing to start now.” Does he actually have any shares to vote? Is he one of the people who shares control of MacElree’s 15 percent? The article doesn’t say.
• Leslie Hill is one of the MacElree daughters against a sale. She waved a Manila envelope full of letters from reporters and editors opposed to the deal and held back tears as she said the family owed it to the rank and file not to sell. She’d originally been open to exploring a Murdoch deal, but she changed her mind after meeting with him. The article also doesn’t say whether she has any voting power, but it does suggest she has an inside track on her mother: MacElree apparently often visits Hill’s house to take care of Hill’s kids. Conspiracy!
• Elizabeth Steele is a Dow Jones board member and one of the beneficiaries of the trust MacElree at least partially controls. The article doesn’t say whether she has control over that trust, too, or whether she has further stock of her own. She doesn’t like Murdoch, but she thinks the company needs to make a deal with someone. It “will be irresponsible to walk away from this deal,” she said.
• Michael Elefante isn’t a Bancroft at all but is the Boston lawyer who controls many of the family trusts. He’s also a Dow Jones director. He seemed to be defending a deal with News Corp.
• Christopher Bancroft is a family member, a Dow Jones director, and a trustee of some family trusts, controlling 15 percent of the total votes. He’s against a sale. “We’re not broken,” he said, and he suggested the family would “sell the milk cow for beef.” Board members have fiduciary responsibility to all stockholders; he may have hinted he’d vote in favor as a company director but was adamant “I’m going to vote no for the family trusts I control.” He also admitted he enjoyed the Fox News Channel. (Who knew?)
• Hugh Bancroft III, Christopher’s brother, is in favor of the sale. Fun Thanksgiving for them in November, eh?
• William Cox Jr., head of another branch, is all betwixt and between. “I’m leaning toward a sale. I’m not overly fond of Rupert, but there’s no one else who’s going to do anything with it. I doubt we’d ever get anything like this again.” Later: “I could have said there won’t be a higher bid, but I didn’t say I was ‘leaning toward a sale.’”
• William Cox III, his son, wants to sell. Has since 1997, more or less.
• Lynn Hendrix is the lead trustee for the trusts held by the Denver firm, a sort of mountain-states Michael Elefante; his trusts control 9.1 percent of the total vote; and he’s in favor of the deal. But he wants more money — at least $66 per share. Rupert has said he won’t raise his offer. Tension!
What does this all mean? Who the hell knows. The stock price is currently trading at about $54, below both its recent high and Murdoch’s offer, which suggests Wall Street is growing a little skeptical the deal will happen. But then there’s this: The Journal also reported that after all the talking, the Bancrofts were “so hungry that they made do with a tray of stale danishes.” Think of all the fresh Danishes you could buy with Rupert’s money.
