Dow Jones, Weighing Offer, Extends Severance Plan (Update3)

By Cecile Daurat and Leon Lazaroff

June 7 (Bloomberg) -- Dow Jones & Co., the newspaper publisher considering a $5 billion offer from Rupert Murdoch, made 135 managers eligible for a severance plan if the company is sold.

The managers are eligible for a year's pay if they are fired within two years of a change of control, joining 25 senior company executives who are covered for as much as two years, spokeswoman Linda Dunbar said today in an interview.

The changes are meant to keep employees from leaving and focus them on their work while Dow Jones, publisher of the Wall Street Journal, considers a potential sale, the company said today in a regulatory filing. Murdoch's $60-a-share offer for Dow Jones was made public May 1. The company said May 31 it will consider offers from Murdoch's News Corp. and other potential buyers.

``They're getting their decks in order for a deal, and I think it's going to Murdoch,'' said Richard Dorfman, managing director of Richard Alan Inc., a New York-based investment firm focusing on media companies. ``They're saying, `Anybody who has a problem with that, here is your parachute.'''

The company also is offering a minimum 12 weeks of severance to eligible employees if they are fired in a change of control, New York-based Dow Jones said in the filing. About 850 employees qualify, Dunbar said.

Dow Jones also adjusted time periods for bonuses tied to performance goals in a change of control, it said in the filing.

`Not Related'

``The amendments to certain compensation plans are not related to any specific offer,'' Dunbar said in an interview. The changes were contemplated in the company's annual proxy statement in March, she said.

Shares of Dow Jones, also the publisher of Barron's and Dow Jones Newswires, fell 16 cents to $60 at 4:18 p.m. in New York Stock Exchange composite trading. They have risen 65 percent since New York-based News Corp.'s bid became public.

Bloomberg LP, parent of Bloomberg News, competes with Dow Jones in providing financial news and information.

Dow Jones's controlling Bancroft family initially rejected a sale to Murdoch, then shifted its stance after Toronto-based Thomson Corp. said it planned to acquire rival Reuters Group Plc for 8.7 billion pounds ($17.2 billion).

The Bancrofts are now seeking assurances that Murdoch will preserve the company's editorial independence. He met with family representatives on June 4.

The union that represents Wall Street Journal reporters opposes a sale to Murdoch and is seeking to recruit potential bidders. The union, the Independent Association of Publishers' Employees, has enlisted Los Angeles billionaire Ron Burkle to attract alternatives to Murdoch's bid.

Brian Tierney, who led a group that bought the Philadelphia Inquirer and Philadelphia Daily News last year for $515 million, also said he may bid for Dow Jones & Co.

The situation is ``coming to a crescendo,'' Dorfman said.

To contact the reporter on this story: Leon Lazaroff in New York at llazaroff@bloomberg.net ; Cecile Daurat in New York at cdaurat@bloomberg.net .

Last Updated: June 7, 2007 20:15 EDT

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