In Letter, Murdoch Offers a Seat On Board to Dow Jones Owners

NEW YORK, May 14 -- Rupert Murdoch is stepping up his campaign to woo the controlling shareholders of Dow Jones, the Bancroft family, promising them a board seat on his media conglomerate, News Corp., as well as measures to ensure the independence of the Wall Street Journal.

Murdoch, in a letter to the Bancrofts dated May 11, promised to set up an independent board for the Journal, as he did with the Times of London, that would arbitrate any disputes between the editors and management. The board would also have to sign off on any decision to hire or fire the top two editors at the paper.

The Journal reported news of Murdoch's overture to the Bancrofts on its Web site Monday and also posted a text of the letter. A spokesman for the Bancroft family declined to comment.

Murdoch first approached Dow Jones on March 29, and news of his subsequent offer became public May 1. Since then, the Bancroft family, which controls the company's shareholder vote through a special class of shares, has said it is opposed to Murdoch's bid.

The Bancrofts have not rejected Murdoch's bid outright, however, and are not unanimous in their opposition, having lined up 52 percent of the shareholder vote against him out of the 64 percent voting bloc they control. About 80 percent of the family are opposed to the bid.

The union representing Journal employees has also voiced strong opposition to Murdoch's offer, saying workers fear he would "crush quality and independence" at the newspaper. Another significant stockholder, Jim Ottaway Jr., has said he opposes ownership by Murdoch. Ottaway controls about 5 percent of Dow Jones's vote.

Murdoch assured the Bancroft family in his letter that "first and foremost, I am a newspaper man. I don't apologize for the fact that I have always had strong opinions and strong ideas about newspapers; but I have also always respected the independence and integrity of the news organizations with which I am associated."

Murdoch said the Journal represents "American journalism at its best. . . . Any interference -- or even hint of interference -- would break the trust that exists between the paper and its readers, something I am unwilling to countenance."

In his letter, Murdoch did not raise his offer for Dow Jones, which at $60 a share values the company at $5 billion.

Murdoch said in his letter that he would like to use News Corp.'s considerable global resources to expand Dow Jones's operations overseas as well as the Journal's Washington coverage, and also to upgrade Dow Jones's headquarters in New York.