Happy Returns for Dow Jones Insiders
Brett Arends
05/02/07 - 10:06 AM EDT
It's the sort of story you'd expect to read about in
The Wall Street Journal: 23 people making a $360 million profit in just a few seconds.
The kicker, in this case, is that those people are the directors and officers of
Dow Jones (DJ Quote), the parent company of that financial newspaper, and in some select cases, accepting the bid could deliver a nice boon to former execs who hold options that lie deep underwater.
Rupert Murdoch and
News Corp.'s
(NWS Quote) extraordinary $5 billion offer for the legendary newspaper company yesterday probably shouldn't come as a surprise to those who have followed the aging press tycoon's career. For years he has sung the praises of the
Journal and urged it to become a right-of-center mainstream alternative to
The New York Times.
What must make this especially tempting is that it came out of the blue. Until Murdoch slapped his offer on the table yesterday morning, Dow Jones' stock, like that of other traditional newspaper companies, had been in steady decline for five years.
Tuesday Dow Jones said the Bancroft family, which owns the controlling interest in the company through its special voting shares,
would vote against the bid.
But the idea of selling out must have been very, very tempting. Just consider what the $60 per share bid is worth to the Bancroft family and the board of directors.
According to Dow Jones public filings, the Bancrofts, including related family trusts, own 20.6 million shares. They hold just over 4 million common stock and 16.5 million voting B shares. On Monday afternoon, the family's stake was worth just $742 million. Under Murdoch's offer that rises to $1.2 billion, a gain of almost $500 million in a few moments. There will continue to be protestations about the sanctity of the Journal's independence, but $500 million can soothe some ruffled principles.
Several members of the Bancroft family serve on the Dow Jones board of directors. In total, the 23 directors and officers hold 17.2 million shares. Those shares gained $360 million in a few seconds yesterday as the stock price soared to $56.20 from $36.33.
Current and recent Dow Jones board members include plenty of movers and shakers, such as Harvey Golub, the former
American Express (AXP Quote)boss who now runs
Campbell Soup (CPB Quote), and Washington fixer Vernon Jordan, a former adviser to President Clinton who retired from the board last year.
Both would stand to make more than $400,000 each from their stock in a $60 takeover. For them, of course, that's petty cash. But every little bit helps, even at the top.
Whether the price stays up near $60, amid further bid speculation, remains to be seen. But if it does, it will come as an enormous relief to the executives. They are all holding share options that were worthless until yesterday morning -- the share price had collapsed well below the exercise price. Many options only have value if the stock rises above $40 or even $50.
A case in point is Peter Kann, the Pulitzer Prize-winning journalist who retired as chief executive last year. Kann, who serves on the board along with his equally distinguished wife, Karen Elliott House, just stood down as chairman. Public filings show that as of January he owned just over 800,000 shares and stock options. The problem? Until yesterday, most of his options were worthless.
Murdoch's $60 bid would value those shares and options at $14.9 million.
Kann's successor as chief executive, Richard Zannino, took the helm last summer after five years as a senior executive. He, too, was sitting on hundreds of thousands of options that were worthless below $40.
Murdoch's bid would value his shares and options at $11.9 million.
Those figures are, of course, provisional. Were the company actually to be taken over, you would find head honchos collecting further goodies in one form or another. They always do.
