sommervilleversion2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----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, NpsJOlF2ukKpHbXH4hBrEb+jsqy64nKKVkQzJCoMx9T9tFofqOiQvtbzCCkvDNhS uRkCjF9TcKEVPxoobFfY+A== 0000898822-07-001043.txt : 20070815 0000898822-07-001043.hdr.sgml : 20070815 20070815170819 ACCESSION NUMBER: 0000898822-07-001043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070815 DATE AS OF CHANGE: 20070815 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12530 FILM NUMBER: 071060394 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOMERVILLE KURT F CENTRAL INDEX KEY: 0001215208 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: HEMENWWAY & BARNES STREET 2: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 01209 SC 13D/A 1 sommervilleversion2.htm sommervilleversion2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Dow Jones & Company, Inc.
_______________________________________________________________________________________________________
(Name of Issuer)

Common Stock
Class B Common Stock
_______________________________________________________________________________________________________
(Title of Class of Securities)

260561105
260561204
_______________________________________________________________________________________________________
(CUSIP Number)

Dennis R. Delaney, Esq.
Hemenway & Barnes
60 State Street Boston, MA 02109
(617) 227-7940
_______________________________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

July 30, 2007
_______________________________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of •• 240.13d -1(e), 240.13d -1 (f) or 240.13d -1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See • 240.13d -7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Nos. 260561105, 260561204


1.	NAME OF REPORTING PERSONS.
Kurt F. Somerville, Esq.
	I.R.S. Identification Nos. of above persons (entities only)

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a.) ¨	(b.) x
&nb sp;
3.	SEC USE ONLY

4.*	SOURCE OF FUNDS (See Instructions)
		OO

5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
	ITEMS 2(D) OR 2(E) ¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
		USA

	7.	SOLE VOTING POWER
		0

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	8.	SHARED VOTING POWER
		1,107,859 shares of common stock; 4,846,603 shares of class B common stock (convertible into common stock)


	9.	SOLE DISPOSITIVE POWER
		0

	10.	SHARED DISPOSITIVE POWER
		1,107,859 shares of common stock; 4,846,603 shares of class B common stock
		(convertible into common Stock)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12.	CHECK IF THE AGGREGATE AMOUNT REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

13.**		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		8.34% (common stock)
		24.93% (class B common stock)

14.***		TYPE OF REPORTING PERSON (See Instructions)
		OO

* The source of funds is OO (other); beneficial ownership acquired by appointment as trustee to trusts.
** The percentages in line 13 are calculated based on the number of shares of Dow Jones common stock and Dow Jones Class B common stock outstanding as of July 31, 2007, as provided by the Issuer. In calculating the percentage of the Dow Jones common stock held by the Reporting Person, the conversion of the Dow Jones Class B common stock held by the Reporting Person into Dow Jones common stock is assumed.
*** The type of reporting person in line 14 is other – trustee.

This Amendment No. 4 (“Amendment No. 4”) amends and supplements (1) the statement on Schedule 13D (the “Common 13D”) filed initially on September 25, 2006 by Kurt F. Somerville, Esq. (the “Reporting Person”), with respect to the common stock of Dow Jones & Company, Inc. (“Dow Jones” or the “Issuer”), as previously amended and (2) the statement on Schedule 13D (the “B Common 13D” and together with the Common 13D, as amended from time to time the “Schedule 13D”) filed initially on March 3, 2005 by the Reporting Person, with respect to the class B common stock of Dow Jones (together with Dow Jones common stock the “Common Stock”), as previously amended. Capitalized terms used and not defined in this Amendment No. 4 have th e meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following supplemental information:

Items 5 and 6 hereof are hereby incorporated in this Item 4 by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

Item 6 hereof is hereby incorporated in this Item 5 by reference.

(a) The Reporting Person and the other stockholders party thereto have entered into the Voting Agreement with News Corporation described under Item 6. The Reporting Person has entered into the Voting Agreement, in his capacity as co-trustee of certain trusts, with respect to 4,218,257 shares of Dow Jones class B common stock and 951,157 shares of Dow Jones common stock. The Reporting Person also, in his capacity as co-trustee of certain trusts, shares voting and dispositive power over 628,346 shares of Dow Jones class B common stock and 156,702 shares of Dow Jones common stock with respect to which he has not entered into the Voting Agreement. The Reporting Person and the other signatories to the Voting Agreement, have entered into the Voting Agreement with respect to an aggregate of 9,642,201 shares of Dow Jones class B common stock and 1,692,855 shares of Dow Jones common stock, which represents approximate ly 49.6% of the outstanding Dow Jones class B common stock and 2.5% of the outstanding Dow Jones common stock, respectively, and an aggregate of approximately 37% of the total voting power of Dow Jones. Schedule I hereto sets forth a list of the trusts that have entered into the Voting Agreement, the number of shares of Dow Jones common stock and Dow Jones class B common stock with respect to which each of those trusts have entered into the Voting Agreement, and the trustees who may be deemed to beneficially own those shares of Dow Jones common stock and Dow Jones class B common stock because they have shared or sole dispositive and voting power over the shares held by the trusts.

The Reporting Person does not affirm the existence of any group that may be deemed to have been formed as a result of the Voting Agreement and except as otherwise expressly indicated in the Schedule 13D, the Reporting Person disclaims (1) membership in any such

group and (2) beneficial ownership of any Common Stock that may be or are beneficially owned by the other signatories to the Voting Agreement. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any Dow Jones securities held by, any other person for purposes of Section 13(d) of the Exchange Act, and the Reporting Person expressly disclaims such beneficial ownership.

The decrease in beneficial ownership reported in this Amendment No. 4 as compared to that set forth in Amendment No. 3 to the Common 13D and Amendment No. 5 to the B Common 13D is as a result of the Reporting Person’s resignation, effective July 30, 2007, as co-trustee of certain trusts.

(b) (1) The undersigned shares the voting and dispositive power as a co-trustee over 1,107,859 shares of the issuer's common stock with the following persons:

(A) With Michael B. Elefante over 537,620 shares of stock of which 515,706 are subject to Voting Agreement;
(B) With Nancy B. Gardiner over 128,217 shares of stock;
(C) With Wendy S. Blau and Christopher Blau over 661 shares of stock, all of which are subject to the Voting Agreement;
(D) With Jessica Griffiths over 365 shares of stock; and
(E) With Michael B. Elefante and U.S. Trust Company, N.A. over 390,706 shares of stock, 384,500 of which are subject to the Voting Agreement;
(F) with Michael B. Elefante, Phillip Harrison and Catherine Harrison over 1,087 shares of stock, all of which are subject to the Voting Agreement;
(G) With Michael B. Elefante and Sarah Herbert over 18,900 shares of stock, all of which are subject to Voting Agreement;
(H) With Michael B. Elefante, Jessica Griffiths and Timothy Wennrich over 16,000 shares of stock, all of which are subject to Voting Agreement; and
(I) With Michael B. Elefante, Jane B. Meyer and Robert S. Meyer over 14,303 shares of stock, all of which are subject to Voting Agreement.

(2)(A)(i) Wendy S. Blau;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceedings; and
(vi) United States.

(2)(B)(i) Michael B. Elefante, Esq., Michael J. Puzo, Esq. and Nancy B. Gardiner, Esq.;
(ii) Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) Each is an attorney and professional fiduciary;
(iv) none has any such conviction;
(v) none is a party to any such proceeding; and
(vi) United States.

(2)(C)(i) Christopher Blau;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) employed at a publishing company;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(D)(i) Jessica Griffiths;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(E)(i) U.S. Trust Company, N.A.;
(ii) 225 Franklin Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(F)(i) Phillip D. Harrison;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(G)(i) Catherine Harrison;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(H)(i) Sarah G. Herbert;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(I)(i) Jessica Griffiths;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none
(iv) no such conviction;

(v) not a party to any such proceeding; and
(vi) United States.

(2)(J)(i) Timothy Wennrich;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(K)(i) Jane B. Meyer;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(L)(i) Robert S. Meyer;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(3) The undersigned shares the voting and dispositive power as a co-trustee over 4,846,603 shares of the issuer's Class B common stock with the following persons:

(A) With Michael B. Elefante over 1,694,502 shares of stock, of which 1,584,194 shares are subject to Voting Agreement;
(B) With Nancy B. Gardiner over 221,874 shares of stock;
(C) With Wendy S. Blau and Christopher Blau over 78,346 shares of stock, all of which are subject to Voting Agreement;
(D) With Michael B. Elefante, Bayne Stevenson and Elizabeth Steele over 1 share of stock;
(E) With Timothy F. Fidgeon over 241,833 shares of stock;
(F) With Jessica S. Griffiths over 8,630 shares of stock; and
(G) With Michael B. Elefante and U.S. Trust Company, N.A. over 1,485,950 shares of stock, of which 1,440,250 shares are subject to Voting Agreement;
(H) With Michael B. Elefante and Lehman Bros. Trust Company over 628,256 shares of stock, all of which are subject to Voting Agreement;
(I) With Michael B. Elefante and Hugh Griffiths over 37,661shares of stock, all of which are subject to Voting Agreement;
(J) With Michael B. Elefante, Philip Harrison and Catherine Harrison over 80,536 shares of stock, all of which are subject to Voting Agreement;
(K) With Michael B. Elefante and Sarah Herbert over 37,639 shares of stock, all of which are subject to Voting Agreement;
(L) With Michael B. Elefante, Jessica Griffiths and Timothy Wennrich over 74,596 shares of

stock, all of which are subject to Voting Agreement;
(M) With Michael B. Elefante, Shana Griffiths and Hugh Griffiths over 41,248 shares of stock,
all of which are subject to Voting Agreement;
(N) With Michael B. Elefante, Jane B. Meyer and Robert S. Meyer over 78,346 shares of stock,
all of which are subject to Voting Agreement; and
(O) With Michael B. Elefante and Jeffrey Stevenson over 137,185 shares of stock,
all of which are subject to Voting Agreement.

(4)(A)(i) Michael B. Elefante, Esq., Timothy F. Fidgeon, Esq. and Nancy B. Gardiner, Esq.;
(ii) Hemenway & Barnes, 60 State Street, Boston, MA 02109-1899;
(iii) each is an attorney and professional fiduciary;
(iv) no such conviction;
(v) not a party to any such proceedings; and
(vi) United States.

(4)(B)(i) Wendy S. Blau;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceedings; and
(vi) United States.

(4)(C)(i) Elizabeth Steele;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(D)(i) Christopher Blau;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) employed at a publishing company;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(E)(i) Jessica Griffiths;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(F)(i) Bayne Stevenson;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;

(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(G)(i) U.S. Trust Company, N.A.;
(ii) 225 Franklin Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(H)(i) Lehman Brothers Trust Company;
(ii) 450 Royal Palm Way, Palm Beach, FL 33480;
(iii) financial services;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(I)(i) Hugh Griffiths;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(J)(i) Phillip D. Harrison;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(K)(i) Catherine Harrison;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(L)(i) Sarah G. Herbert;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(4)(M)(i) Timothy J. Wennrich;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

Item 6 is hereby amended to add the following supplemental information:

Merger Agreement

On July 31, 2007, Dow Jones, a Delaware Corporation, News Corporation, a Delaware Corporation (“News”), Ruby Newco LLC, a Delaware limited liability company and a wholly owned subsidiary of News Corporation (“Ruby Newco”), and Diamond Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Ruby Newco (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms and conditions of the Merger Agreement, Merger Sub will merger with and into Dow Jones (the “Merger”), and each share Dow Jones Common Stock outstanding at the effective time of the Merger (other than as described in the succeeding paragraph and other than shares with respect to which appraisal rights are perfected) will be converted into $60 in cash, and Dow Jones will become a direct wholly owned subsidiary of Ruby Newco.

In lieu of the $60 per share cash consideration, up to 250 Dow Jones stockholders of record may make an election (a “Unit Election”) to receive, for each share of Dow Jones Common Stock, a number of class B common units (each a “Class B Unit”) of Ruby Newco to be calculated by dividing $60 by the volume weighted average price per share of News Class A common stock for the five consecutive trading days ending on the last trading day preceding the date of the effective time of the Merger. Each Class B Unit will be exchangeable for one share of News Class A common stock of in accordance with the terms and conditions of the Ruby Newco amended and restated operating agreement. As described in the Merger Agreement, the Unit Election is subject to proration and allocation adjustments to ensure that the total number of Class B Units issued in the Merger does not exceed 8,599,159.

This summary of the Merger Agreement is qualified in its entirety to by reference to the Merger Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Voting and Support Agreement

In connection with the execution of the Merger Agreement, certain members of the Bancroft family and trustees of trusts for their benefit, holding in the aggregate approximately 37% of the total voting power of Dow Jones (including the Reporting Person with respect to certain shares of Common Stock beneficially owned by him as described under Item 5) have

entered into a voting and support agreement (the “Voting Agreement”) with News Corporation. Under the Voting Agreement, the Voting Agreement Signatories have agreed to, among other things, subject to certain specified exceptions:

vote their shares in favor of the adoption of the Merger Agreement and against any alternative proposal; and
not transfer any of the shares of Common Stock subject to the Voting Agreement.

The Voting Agreement terminates on the earlier of the effective time of the Merger and the date that the Merger Agreement is terminated in accordance with its terms. The Voting Agreement would also terminate if the Dow Jones Board of Directors withdraws its recommendation of the Merger or if holders of a majority of the voting power of the Common Stock subject to the Voting Agreement terminate the Voting Agreement in connection with the receipt of a “Superior Acquisition Proposal” (as defined and described in the Voting Agreement).

This summary of the Voting Agreement is qualified in its entirety to by reference to the Voting Agreement, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended and supplemented by adding the following thereto:

99.1	Agreement and Plan of Merger, by and among Dow Jones & Company, Inc., News Corporation, Ruby Newco LLC and Diamond Merger Corporation Sub dated as of July 31, 2007 (Incorporated by reference to Exhibit 2.1 of the 8-K filed on August 1, 2007 by Dow Jones & Company, Inc.)

99.2	Voting and Support Agreement by and among News Corporation and the stockholders party thereto, dated as of July 31, 2007 (Incorporated by reference to Exhibit 10.1 of the 8-K filed on August 1, 2007 by Dow Jones & Company, Inc.)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 15, 2007

Kurt F. Somerville

                                                                                                            By: /s/ Dennis R. Delaney_________________
                                                                                                                  Dennis R. Delaney
                                                                                                                          Title: Attorney-in-Fact for Kurt F. Somerville

Schedule I


Trust	Trustees	B Shares	Common

Bancroft 1935 Trust f/b/o Martha S. Robes	United States Trust Company, N.A.	480,084	128,166
	Michael B. Elefante
	Kurt F. Somerville

Bancroft 1935 Trust f/b/o Elizabeth Steele	United States Trust Company, N.A.	480,083	128,167
	Michael B. Elefante
	Kurt F. Somerville

Bancroft 1935 Trust f/b/o Jean B. Stevenson	United States Trust Company, N.A.	480,083	128,167
	Michael B. Elefante
	Kurt F. Somerville

Elizabeth Steele 2001 Trust	Elizabeth Steele	368,401
	Michael B. Elefante		293,733

Jessie Cox 1935 Trust f/b/o Jane MacElree	The Northern Trust Company of	628,256
	Delaware

Jessie Cox 1935 Trust f/b/o William. C. Cox	Michael B. Elefante	628,256
	Kurt F. Somerville
	Lehman Brothers Trust Company, N.A.

Jane B. Cochran 1960 Trust f/b/o Elizabeth Steele	Fiduciary Trust Company	138,000
	Richard D. Leggat

Jane B. Cochran 1960 Trust f/b/o Jean B. Stevenson	Fiduciary Trust Company	138,000
	Richard D. Leggat

Jane B. Cochran 1960 Trust f/b/o Martha S. Robes	Fiduciary Trust Company	138,000
	Richard D. Leggat

Hugh Bancroft 1941 Trust f/b/o Hugh Bancroft III	Lynn P. Hendricks	399,871
	Charles A. Ramunno

Hugh Bancroft 1941 Trust f/b/o Christopher Bancroft	Lynn P. Hendricks	399,871
	Charles A. Ramunno

Trust	Trustees	B Shares	Common



Hugh Bancroft 1941 Trust f/b/o Kathryn B. Kavadas	Lynn P. Hendricks	399,871
	Charles A. Ramunno


Hugh Bancroft III Trust	Lynn P. Hendricks	337,880
	Charles A. Ramunno


Jane Bancroft 1934 Trust f/b/o Martha S. Robes	Michael B. Elefante	528,064	171,902
	Kurt F. Somerville


Jane Bancroft 1934 Trust f/b/o Elizabeth Steele	Michael B. Elefante	528,065	171,902
	Kurt F. Somerville


Jane Bancroft 1934 Trust f/b/o Jean B. Stevenson	Michael B. Elefante	528,065	171,902
	Kurt F. Somerville


Jean Stevenson Dow Jones Trust	Bayne Stevenson	523,359	349,124
	Jean B. Stevenson


Wendy Blau 1994 Trust	Christopher B. Blau	78,346	661
	Wendy S. Blau
	Kurt F. Somerville


Jessie B. Cox 1934 Trust f/b/o Jane MacElree	Christiana Bank & Trust Co.	810,750


Hugh Griffiths 2001 Trust	Hugh A. Griffiths	37,661
	Kurt F. Somerville
	Michael B. Elefante


Catherine Harrison 1989 Trust	Philip D. Harrison	80,536	1,087
	Catherine A. Harrison
	Michael B. Elefante
	Kurt F. Somerville


Sarah G. Herbert 1988 Trust	Sarah G. Herbert	37,639	18,900
	Michael B. Elefante
	Kurt F. Somerville


Jessica Griffiths Trust	Jessica S. Griffiths	74,596	16,000
	Timothy J. Wennrich
	Kurt F. Somerville
	Michael B. Elefante


Shana M. Griffiths Trust	Shana M. Griffiths	41,248
	Hugh A. Griffiths
	Michael B. Elefante
	Kurt F. Somerville

Trust	Trustees	B Shares	Common



Timothy Herbert 2004 Trust	Timothy J. Herbert	35,715
	Michael B. Elefante


Jane Meyer Trust	Kurt F. Somerville	78,346	14,303
	Jane B. Meyer
	Robert Meyer
	Michael B. Elefante


Martha Robes Dow Jones Trust	Elizabeth Steele	355,970	98,841
	Martha S. Robes
	Dana R. Robes
	Michael B. Elefante


Jeffery Stevenson 1999 Trust	Kurt F. Somerville	137,185
	Jeffrey Stevenson
	Michael B. Elefante


Martha Robes Agency	N/A	670,000


William C. Cox, Jr. 1971 Trust f/b/o William C. Cox, III	Thomas H.P. Whitney, Jr.	23,000
	William A. Lowell


William C. Cox, Jr. 1981 Trust f/b/o Children of William	Thomas H.P. Whitney, Jr.	3,000
C. Cox, III	William A. Lowell


	Cameron Read
William C. Cox, Jr. 1986 Trust f/b/o William C. Cox, III		5,000


William C. Cox, Jr. 1976 Trust	Thomas H.P. Whitney, Jr.	49,000
	William A. Lowell


Total		9,642,201	1,692,855

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