NEW YORK—Lawyers were trying to change the voting structure of a key Bancroft trust to better reflect the views of its beneficiaries about News Corp's $5 billion bid for Dow Jones & Co. Inc., the Wall Street Journal reported on its Web site on Friday.
Overseers of the trust include Christopher Bancroft, a prominent family member who has opposed the deal, and a restructuring could reduce his influence over the stock held in it, the paper said. The fund, the biggest Bancroft trust, has 13.3 percent voting power in Dow Jones, it said.
Two of the four main beneficiaries of the trust are in favor of a sale, the paper said, citing unnamed sources. If Bancroft turned down the offer against their wishes, he might expose himself to litigation. Splitting up the trust would allow him to vote his shares against the deal, while his relatives' shares could go in its favor, it said.
The paper also reported that another branch of the Bancroft family will vote against the deal, putting pressure on Rupert Murdoch to raise his offer.
The Denver branch of the family holds 9.1 percent of Dow Jones's voting stock and supports the News Corp deal, but it has been pushing for Murdoch to raise his $60 per share bid, the Journal reported.
The Denver trust has argued shareholders who own super-voting Class B shares should get a 10 percent to 20 percent premium.
News Corp has no intention of raising its bid, the newspaper reported.
Lynn Hendrix, whom the Denver Post reported is one of the administrators of the trust at Denver law firm Holme Roberts & Owen LLP, declined to comment. News Corp and Dow Jones officials were not available for comment. A Bancroft spokesman declined to comment.
The shares of Dow Jones, which publishes The Wall Street Journal, fell nearly 2 percent before closing up 1.82 percent at $54.70 on the New York Stock Exchange.
The report comes after Bancroft family members met advisers in Boston on Monday to review Murdoch's offer. Dow Jones owns the Journal, the Barron's investor newspaper, the MarketWatch.com financial news Web site and the Dow Jones Newswires.
Some members of the family oppose the sale because they fear Murdoch would meddle with Dow Jones's news operations to further his business interests.
The Journal posted a letter on its Web site by Crawford Hill, a family member who supports the sale.
"The fact is that there are no better alternatives out there now and Murdoch, like it or not, has what it takes to help the business flourish," he wrote. "He will not have naked bodies in the WSJ —he is not a moron."
In the nearly 4,000-word letter to his relatives, Hill criticized the family for not being "responsible, active and engaged owners of Dow Jones."
"We ... have not until very, very recently acted as successful owners do," he wrote. "We are actually now paying the price for our passivity over the past 25 years.
He added that the family had rarely questioned board and management decisions, which "set the stage for where the business is today and why we are in the current situation."
Michael Elefante, a Dow Jones board member and chief trustee of the Bancroft family's shares, is polling family members on whether they would favor the buyout.
He is expected to get the results by early to mid-next week, a source familiar with the matter said.
Elefante also informed family members of the proposed members of the editorial oversight board, the paper said.
It reported that the group includes Louis Boccardi, retired CEO of the Associated Press; Nicholas Negroponte, co-founder of Massachusetts Institute of Technology's Media Lab; Jack Fuller, former president of Tribune Publishing; Thomas Bray, former editorial-page editor of Detroit News and a writer for OpinionJournal.com.
It no longer includes two people who had been under consideration: Theodore Olson, former U.S. solicitor general and Susan Hockfield, president of Massachusetts Institute of Technology, the paper said.
Internet entrepreneur Brad Greenspan said on Friday he is still in talks with the Bancrofts over a competing proposal.
Greenspan wants to load up Dow Jones with debt to fund digital expansion and wants to start a third U.S. business news channel. He also has proposed lending the Bancrofts money to buy out family members who want to sell their shares at $60 each.
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