-----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, DCvqsTlZcts/GSVGCss+D3t6DdDv4gxvzvpc9U7/BYq7uUoV43JJyLBUoCtTXXuS zia79sg9kuiBlJea9LWLpg== 0000950123-04-009280.txt : 20040805 0000950123-04-009280.hdr.sgml : 20040805 20040805095103 ACCESSION NUMBER: 0000950123-04-009280 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040805 GROUP MEMBERS: US TRUST COMPANY NA GROUP MEMBERS: US TRUST CORPORATION 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-12530 FILM NUMBER: 04953383 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: UNITED STATES TRUST CO OF NEW YORK/ CENTRAL INDEX KEY: 0001085059 IRS NUMBER: 135459866 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128523812 MAIL ADDRESS: STREET 1: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 y99707sc13g.txt SCHEDULE 13G - -------------------------------------------------------------------------------- SEC 1745 Potential persons who are to respond to the collection of information (02-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response..11.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___________)* DOW JONES & COMPANY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) DOW JONES & CO. CLASS B - -------------------------------------------------------------------------------- (Title of Class of Securities) 260561204 - -------------------------------------------------------------------------------- (CUSIP Number) 12-31-03 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - --------- *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 the disclosures provided in a prior cover page. The information required in 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). Page 1 CUSIP No. 260561204 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). (a) U.S. Trust Corporation* 13-2927955 (b) United States Trust Company of New York 13-5459866 (c) U.S. Trust Company, N.A. 95-4311476 *U.S. Trust Corporation ("UST"), a Bank Holding Company, is a wholly-owned direct subsidiary of The Charles Schwab Corporation ("Schwab"), which is a publicly-traded company. Charles Schwab Investment Management, Inc. ("CSIM"), which is a wholly-owned direct subsidiary of Schwab, files separate Forms 13G. Neither UST nor CSIM shares any power with respect to the voting or disposition of securities reflected on the other's Forms 13G. United States Trust Company of New York, which is a New York State-Chartered Bank, is a wholly-owned direct subsidiary of UST. U.S. Trust Company, N.A., which is a National Bank with headquarters in Connecticut, is a wholly-owned direct subsidiary of UST. This Form 13G is being filed by the reporting persons listed above ("U.S. Trust") with reference to a Form 13G filed by State Street Bank and Trust Company ("State Street") on March 5, 2004 and an Amendment No. 1 to Form 13G filed by State Street on August 3, 2004. The Form 13G filed by State Street on March 5, 2004 covering the period ending 12/31/03 included the beneficial ownership of 3,174,204 shares of Dow Jones Class B convertible securities. However, on 12/31/03 U.S. Trust was responsible for the management of 3,167,704 of those shares as State Street's subadvisor. As a result, these 3,167,704 shares should not have been reported by State Street but instead by U.S. Trust. This Form 13G, together with the amendment filed by State Street to its Form 13G, is intended to reflect this change in reporting responsibility with respect to the 3,167,704 shares. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization (a) U.S. Trust Corporation (Incorporated in New York) (b) United States Trust Company of New York (Incorporated in New York) (c) U.S. Trust Company, N.A. (National Bank with headquarters in Connecticut) - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 79,085 Shares --------------------------------------------------------------- Beneficially 6. Shared Voting Power 3,025,615 Owned by --------------------------------------------------------------- Each 7. Sole Dispositive Power 103,992 Reporting --------------------------------------------------------------- Person 8. Shared Dispositive Power 3,609,073 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,713,065 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 17.9% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) U.S. Trust Corporation (HC) United States Trust Company of New York (BK) U.S. Trust Company, N.A. (BK) - -------------------------------------------------------------------------------- Page 2 - -------------------------------------------------------------------------------- Item 1. (a) Name of Issuer Dow Jones & Company, Inc. (b) Address of Issuer's Principal Executive Offices 200 Liberty Street New York, New York 10281 - -------------------------------------------------------------------------------- Item 2. (a) Name of Person Filing (a) U.S. Trust Corporation* 13-2927955 (b) United States Trust Company of New York 13-5459866 (c) U.S. Trust Company, N.A. 95-4311476 *U.S. Trust Corporation ("UST"), a Bank Holding Company, is a wholly-owned direct subsidiary of The Charles Schwab Corporation ("Schwab"), which is a publicly-traded company. Charles Schwab Investment Management, Inc. ("CSIM"), which is a wholly-owned direct subsidiary of Schwab, files separate Forms 13G. Neither UST nor CSIM shares any power with respect to the voting or disposition of securities reflected on the other's Forms 13G. United States Trust Company of New York, which is a New York State-Chartered Bank, is a wholly-owned direct subsidiary of UST. U.S. Trust Company, N.A., which is a National Bank with headquarters in Connecticut, is a wholly-owned direct subsidiary of UST. (b) Address of Principal Business Office or, if none, Residence 114 West 47th Street New York, NY 10036-1532 (c) Citizenship (a) U.S. Trust Corporation (Incorporated in New York) (b) United States Trust Company of New York (Incorporated in New York) (c) U.S. Trust Company, N.A. (National Bank with headquarters in Connecticut) (d) Title of Class of Securities (e) CUSIP Number - -------------------------------------------------------------------------------- Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ X ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ X ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). - -------------------------------------------------------------------------------- Page 3 Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,713,065 ------------------------------------------------------------------- (b) Percent of class: 17.9% ------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 79,085 ------------------------------------------------------------------- (ii) Shared power to vote or to direct the vote 3,025,615 ------------------------------------------------------------------- (iii) Sole power to dispose or to direct the disposition of 103,992 ------------------------------------------------------------------- (iv) Shared power to dispose or to direct the disposition of 3,609,073 ------------------------------------------------------------------- Instruction. For computations regarding securities which represent a right to acquire an underlying security see Sec. 240.13d3(d)(1). - -------------------------------------------------------------------------------- Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. - -------------------------------------------------------------------------------- Item 6. Ownership of More than Five Percent on Behalf of Another Person. - -------------------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person - -------------------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group (a) U.S. Trust Corporation* 13-2927955 (b) United States Trust Company of New York 13-5459866 (c) U.S. Trust Company, N.A. 95-4311476 *U.S. Trust Corporation ("UST"), a Bank Holding Company, is a wholly-owned direct subsidiary of The Charles Schwab Corporation ("Schwab"), which is a publicly-traded company. Charles Schwab Investment Management, Inc. ("CSIM"), which is a wholly-owned direct subsidiary of Schwab, files separate Forms 13G. Neither UST nor CSIM shares any power with respect to the voting or disposition of securities reflected on the other's Forms 13G. United States Trust Company of New York, which is a New York State-Chartered Bank, is a wholly-owned direct subsidiary of UST. U.S. Trust Company, N.A., which is a National Bank with headquarters in Connecticut, is a wholly-owned direct subsidiary of UST. - -------------------------------------------------------------------------------- Item 9. Notice of Dissolution of Group - -------------------------------------------------------------------------------- Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 4 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. August 5, 2004 ----------------------------------- Date /s/ Joseph A. Tricarico ----------------------------------- Signature Authorized Agent/Vice President and Trust Counsel ----------------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 5 -----END PRIVACY-ENHANCED MESSAGE-----