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Bancrofts Tussle Ahead of Dow Jones Decision

Members of the family that controls Dow Jones jostled over their positions on News Corp.'s $5 billion bid on Friday, as a dark horse rival prepared a revised proposal.

Reports in Dow Jones's The Wall Street Journal suggest the Bancrofts remain divided over the buyout offer from Rupert Murdoch's News Corp. , with one family member writing a 4,000 word letter to persuade his relatives to accept the deal while another faction, based in Denver, pushed for a higher price.

Meanwhile, family lawyers are trying to change the voting structure of the biggest trust held by the Bancrofts, a move that could reduce the influence of Christopher Bancroft, a staunch opponent of the Murdoch bid, the Journal reported.

The last-minute maneuvers come as the Bancrofts prepare to signal next week whether they will approve the deal.

"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," Crawford Hill, a family member who supports the sale, wrote in a letter to family members that was posted on the Journal's Web site. "He will not have naked bodies in the WSJ -- he is not a moron."

The Bancrofts have controlled Dow Jones for more than a century and hold 64 percent of its voting shares.

An undetermined number of the family oppose Murdoch's bid as they suspect he will use Dow Jones's news operations to further his own business interests. Other family members are attracted by the $60-per-share offer he made.

The only competing proposal that still appears to be on the table is from Internet entrepreneur Brad Greenspan, who told Reuters late on Friday that he was revising his plan.

He said he has now assembled about four investors, including so-called "strategic partners" who were interested in his proposal, but declined to name them. One "large" Asian investor could also join by next week, he said.

In an earlier plan, Greenspan proposed lending between $400 million and $600 million to some Bancrofts to buy out other family members at $60 a share. He had also suggested Dow Jones take a $2.5 billion loan to buy back 50 percent of shares, which he said he received "resistance" from some shareholders.

Greenspan said he is now contemplating the possibility of his investor group buying up to $600 million of shares. He also suggested the company spin off "new asset groups" of online video and cable channels, possibly into tracking stocks in three regions: the U.S., Europe and Asia.

Greenspan wants to meet the family next week, he said in the telephone interview, adding that family and board member Leslie Hill was interested. Hill could not be reached for comment.

"We want to get an equal crack at this thing," he said, adding that other family members were interested in his proposal. He declined to name them. Greenspan also wants to meet Dow Jones management.

Bancrofts Divided

Michael Elefante, a Dow Jones board member and chief trustee of the Bancroft family's shares, is polling family members on whether they approve of Murdoch's buyout.

The Journal said a Denver branch of the family, which holds 9.1 percent of Dow Jones's voting stock will vote against Murdoch's bid, putting pressure on the News Corp. chief to raise his offer.

The Denver branch supports the deal, but wants shareholders who own super-voting Class B shares to get a 10 percent to 20 percent premium, according to the Journal. News Corp has nointention of raising its bid, the newspaper reported.

Lynn Hendrix, an administrator of the trust at Denver law firm Holme Roberts & Owen LLP, declined to comment.

Christopher Bancroft, a Dow Jones board member, is one of the overseers of a trust fund that has 13.3 percent voting power in Dow Jones, the newspaper said. Lawyers are trying to restructure that trust as two of the main beneficiaries favor a sale, whereas Bancroft does not, the Journal said.

The New York Times reported that William C. Cox Jr., who controls about 8 percent of the vote with his immediate family, favors selling to Murdoch after first opposing the offer.

A Bancroft spokesman and a Dow Jones spokeswoman declined to comment. A News Corp official was not available.