JO: End of discussion if the shareholders of the $3 billion asset are willing to sell out just because they can get a higher price. If they have no commitment to honest and accurate journalism, then the dollar rules. I’m arguing that there’s a moral issue here. Rupert Murdoch…I admire his business skills, but I despise his journalistic practices, and even if I admire him, I’m concerned, and I think the Bancroft family should be concerned, about what kind of a home News Corp. makes for Dow Jones long-term. If we sell the company to Rupert Murdoch at age 76, this is not a long-term strategy. And, not only do we not know who the successor controlling shareholder will be at News Corp., we don’t know who would be the next chairman and chief executive. So I don’t see selling to News Corp. as finding a very good home for Dow Jones.

I worked for the company for thirty-three years. I worry about its future and I worry about its people. …This business of human assets is a very important thing because Murdoch’s theory seems to be, “We can replace you.” You don’t keep great writers that way.

TA: To what extent do you think the Bancrofts, the Dow Jones board and previous management under Peter Kann are responsible for the company’s current predicament?

JO: I think it’s fair to say that Dow Jones management made a big mistake in not bidding high when the predecessor of CNBC (1) was up for sale. We should have gone for that no matter what it cost. We offered $115 million. (The difference from the winning General Electric bid) was peanuts. There was no vision or courage to go for a really important diversification. Then there was vision and courage—but not the competence—to make the Telerate (2) deal work. However, we did a lot of other things right and great.

TA: The dividend was always considered to be extremely high for a company of Dow Jones’s size. What do you think?

JO: It was a high percentage of payout over the years. It was true, though, that in 2000 when the earnings went to $3.20 dollars a share, the dividend didn’t move. It’s been a dollar a share. It’s not as if they’ve been cranking it up to get every last dollar out of the company. It’s very high now because they’re just barely making it (financially). But in the years when the percentage was high, the cash flow was strong, and we had the money for everything we needed. There were very few capital things we didn’t do because we were told we had to pay the dividend.

…The Bancroft family, however, was afraid of major debt. My father and I built the Ottaway newspapers on debt. We might have done things the company should have done earlier on if the company didn’t have such an allergy to debt. The (Bancrofts’) theory was interesting; it was a matter of principle: “We are a business-news company. The WSJ is reporting on banks and banking; we don’t want to be beholden to any banks because our reporters are covering [them].” They didn’t want to buy any government-regulated company like a radio station because they didn’t want anything regulated by the government.

TA: Knowing the Bancrofts, what do you think they’re going to do?

JO: I think that even the good-hearted Bancrofts who would like to do the right thing are concerned about the position of DJ as a smaller company competing with larger and larger media giants. I know they were specifically scared by the Thompson Corp. deal for Reuters when both of (Thomson and Reuters) were distribution agencies for the Dow Jones news service. That’s an economic hit that they were concerned about. The timing of that couldn’t have been worse. It was two days after the Murdoch offer was announced, and I know that scared them. So some of them are feeling a fiduciary responsibility to their children and grandchildren to take the best price. That’s a concern. And I guess there’s another concern: how the company would do going forward on its own.

TA: You’re a “no?”

JO: Definitely. I couldn’t live with the shame of having sold Dow Jones to Murdoch.

TA: How many others are there among Class B holders?

JO: I really don’t know. I don’t know how the Bancrofts are going to vote. They can have three main families who sometimes disagree. One branch of that family whose lawyers are in Denver definitely said that they want to sell. (3)

TA: Who are they?

JO: They’re from the Bancroft family side. But it’s not a unified voice even there. Christopher Bancroft, who’s a trustee and a director of Dow Jones, is not happy about selling to Murdoch; I can’t tell you how he’s going to vote but I know he doesn’t like the idea. He’s the one who said, “Hey, I didn’t know we’re putting the company up for sale.” The other two families have differences among the senior members and between the senior and younger members… It’s like a three-dimensional chess game. There are all kinds of possibilities.(4)

TA: Does it feel like it’s going to be a close vote?

JO: I honestly don’t know.

TA: What do you think of the performance of your former co-directors?

JO: Well, I think they have done as much as they could, given the Bancroft family controls…Now the committee (of independent directors) is working and representing in their mind the best interest of all shareholders. They’re thinking of total shareholder value, not necessarily what’s good for the company, people, reporters, or anyone else. So I understand their mentality…They’re worried about being sued or not representing all shareholders’ best interest. So that makes sense. But they’re in a different position from the Bancrofts and from me.

TA: Is there anything to this concern that there might be some liability for directors who don’t take the News Corp. offer?