All eyes on the Bancrofts who are are scheduled to meet with Murdoch today.
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This from Saturday's IHT:
How a family divided over selling The Wall St. Journal -
The target=_blank>http://www.iht.com/articles/2007/06/02/business/dow.1-67060.php
The Bancrofts, owners of a communications empire, were never very good at communicating with one another.
For weeks, the family, which controls Dow Jones, publisher of The Wall Street Journal, seemed stalled, unable to agree on Rupert Murdoch's takeover offer, or even on a reply to his letters.
Then last week, a family member, Leslie Hill, began prodding relatives to consider at least meeting with Murdoch's News Corp., say people close to the family and Dow Jones's board.
Hill may not have changed any minds with the round of calls she made last week, people close to the family say, but she pushed the family to take a clear stance rather than letting things continue to drift.
On Friday, May 25, Michael Elefante, a family lawyer and Dow Jones board member, told Peter McPherson, the company's chairman, that the Bancrofts wanted to meet with the board. What he did not reveal was that privately, a new consensus had emerged: Family members arrived at the board meeting Thursday carrying a draft of a statement, released that evening, saying that they had decided to meet with News Corp.
The meeting will take place Monday at noon, according to people close to the board and the family, nearly all of whom were granted anonymity because they were not authorized to speak. Family members say that at least some of them have signed confidentiality agreements.
The decision to meet with News Corp. could mark a pivotal moment in the history of a company that the family has owned for more than a century. Family members are already discussing ways that in a takeover, an internal governing board might be created to protect the news pages of The Wall Street Journal from the influence of Murdoch, whose brand of journalism they disdain.
Murdoch's offer played to a long-simmering generational divide within the Bancroft family between the elders who held most of the voting power and were adamantly opposed to a sale and their children's generation, some of whom viewed the company as an underperforming asset that needed some kind of shake-up.
The dissension was quashed 20 years ago and again 10 years ago, but this time it could not be ignored, as even older members of the family had developed doubts.
The shift from rejecting Murdoch's bid to agreeing to meet with him occurred not in a dramatic flourish, but in many small steps that accumulated over weeks. In a flurry of phone calls, throughout May, family members shared their concerns, with some of the younger ones lobbying the eight members of the older generation who hold voting control over most of the family's stock.
"There's been a series of conversations, mostly one to one, between parents and children, between siblings, between cousins," said one family member.
During the same time, family members heard a consistent message from their bankers and from Dow Jones officials: that on its own, Dow Jones had middling long-term prospects, at best, and had little chance of getting the stock price anywhere near the $60 Murdoch offered.
"I think some minds were changed over the last month of consulting with their financial advisers," said James Ottaway, a former Dow Jones board member who talks with the Bancrofts, and whose own family controls 5 percent of the shareholder vote. He is reluctant to sell the company and adamantly opposed to selling to Murdoch.
"They're concerned about the future of Dow Jones in a more competitive landscape," he said of the Bancrofts, especially after Thomson's mid-May acquisition of Reuters, a major competitor of Dow Jones.
But even as the Bancrofts were preparing to issue the statement Thursday night that put the company into play, there was still confusion among family members about where they stood. At the Dow Jones board meeting, Christopher Bancroft, who had only hours earlier signed off on the plan, said that he did not realize that by agreeing to meet with News Corp. and consider other options, it was effectively putting the company up for sale, according to people at the meeting.
"All I said is that we'd meet with him," Bancroft told the room, these people said. He went on to request that the family retract the statement even before it was sent. But by that point, the Bancrofts' statement had been leaked to the news media and the family's view was already in the board's minutes, so the family went ahead.
On news of the family's openness to selling, Dow Jones stock surged past Murdoch's $60-a-share offer, as investors took a chance on the possibility of a higher bid by News Corp. or someone else. The stock closed up $7.89 Friday, at $61.20.
For generations, the widely scattered family has been an anomaly among media barons. They neither ran the company nor put their stamp on its journalism, not even The Journal's editorial page, which has long been more conservative than the Bancrofts themselves.
In early May, Murdoch wrote to the family, requesting a meeting, but received no answer until Thursday. Public statements and internal argument are not the habit of the Bancrofts, who have long shared a certain reserve, an aversion to confrontation and publicity, a distaste for frank discussion of money, and the view that the family should not delve too deeply into running the company.
"These are not people who raise their voices, and even when there's been a lot of feelings about poor management, real debate is not their style," said James Lowell 2d, a former investment adviser to the family. "Historically, they've been very passive."
The family said May 1 that members representing 52 percent of the Dow Jones shareholder vote opposed Murdoch's offer, out of 64 percent controlled by the Bancrofts. But that statement, Ottaway said, "represented a rainbow of opinions, from 'absolutely not,' to 'probably not,' " - and it was silent on the views of those who represented the remaining 12 percent of the family's vote.
In addition, many younger family members were not consulted in that initial poll - in fact, some say they still do not know how the 52 percent figure was arrived at. In family discussions, they voiced their displeasure at what some of them saw as the latest manifestation of a long tradition of treating adults in the younger generation like children.
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