By ALEX S. JONES

Published: January 20, 1984

The creation by Dow Jones & Company of new stock with 10 times the voting power of regular common will insure that the more than 30 heirs of Clarence W. Barron — now in the fifth generation — will continue to control the company, which has been in their hands since 1902.

For investors outside the family, the creation of the new stock is essentially neutral, analysts said yesterday.

The new class B stock is to be distributed as a dividend, one share of class B for each two shares of existing common stock. The new stock cannot be sold but can be given to the owner’s family members or trusts. It is convertible to regular common stock at any time on a share-for-share basis. When converted to regular common, the class B stock’s voting power is reduced to that of a common share.

Barron Heirs Hold 56%

The Barron heirs hold about 56 percent of Dow Jones common, which totals just over 64 million shares.

Media analysts said the move was bad news for anyone who might seek a controlling interest in Dow Jones, which owns The Wall Street Journal, Barron’s magazine and other publications, a book division and the Ottaway chain of general newspapers.

»It means that the present family members will increase their ability to dominate the company,» said Bruce Thorpe, a media analyst at John Morton & Company.

»I wouldn’t think it will affect the price of Dow’s common stock,» said Barry A. Kaplan, vice president of A.G. Becker Paribas. »This move is in the tradition of other public media companies that are controlled by families, and I haven’t seen any discount in the value of their regular common.»

Dow Jones shares closed yesterday at $46.125, down $1.375, on the first day of trading since the announcement was made Wednesday evening. According to Mr. Kaplan, that was a smaller drop than might have been expected from such a restructuring.

The New York Times Company, The Washington Post Company and the Richmond-based Media General Inc. are among the other concerns having two classes of common stock.

Takeover Attempt Denied

Although the move was clearly aimed at making Dow Jones more difficult to acquire by an outsider, few analysts seemed to think the action was in defense of any imminent takeover attempt aimed at Dow, and the company categorically denied that any takeover effort was on the immediate horizon.

The proposal by Dow’s board, which must be approved at the annual meeting April 18, provides for one- third of the company’s board of directors to be elected by the holders of regular common stock.

Analysts expect that the vote- powerful class B stock will gradually be converted to regular common stock as investors not in the controlling families decide to sell it. The result will be to consolidate voting power with the Barron heirs, who are not expected to convert their class B stock.

The company was started in 1882 as a financial news service in the basement of the New York Stock Exchange by Charles Dow and Edward Jones. Twenty years later, Mr. Barron purchased it. Control of Dow Jones lies with the families of Mr. Barron’s three grandchildren.

The company passed to Mr. Barron’s stepdaughter, Jane W. W. Bancroft, who in turn divided her stock about equally among her three children: the late Jessie Bancroft Cox, the late Hugh Bancroft Jr. and Jane Cook, who at 71 years old still sits on the board of directors.

Each of the three branches of descendents controls approximately 19 percent of Dow’s common stock, and each of the three families is represented on the board.