War at the Wall Street Journal (4 page)

Jimmy and Zannino had worked together before. When Jimmy was an investment banker at Chemical Bank, Zannino was chief financial officer of Saks Fifth Avenue and later Liz Claiborne. They became Connecticut neighbors when Zannino moved to Greenwich (Jimmy lived in nearby Darien), home to hedge fund managers, CEOs, and their bankers. There he coexisted peacefully with all the other executives, and his son, Joey Zannino, played on the same ice hockey team as Jimmy's son, Jamie Lee—the Brunswick Bruins. As parents often do, Zannino and Jimmy chatted at games and bonded over their kids.

Zannino, with thick dark hair and square-jawed good looks, carried himself with sporty, casual ease. He had often talked to Jimmy about how he couldn't do big enough deals. Dow Jones was small and shackled to the
Journal,
which howled at the tiniest budget cut that diminished its reporting resources or staff. "I can't roll the dice," he told Jimmy. Zannino, with his Pace MBA and blue-collar bite, was greeted with some suspicion by the Ivy Leaguers of Dow Jones. But, despite their frosty attitudes, these naysayers hoped that he would be able to figure out what to do about the company's dire business prospects.

In the year before Jimmy's call to Zannino, the
Journal
had been tested. The terrorist attacks of September 11, 2001, had decimated the company's headquarters. As the World Trade Center towers fell, the impact shattered the windows of Dow Jones, blowing heavy debris across desks, blanketing the
Journal
newsroom with white ash. The
Journal
's long-serving managing editor, Paul Steiger, led reporters and editors across the river to Dow Jones's offices in New Jersey, where a skeleton staff produced a paper that appeared—remarkably—on doorsteps the morning of September 12, complete with a harrowing eyewitness account of the towers' fall. The paper won the Pulitzer Prize for breaking news for its coverage of that day, which was, the Pulitzer committee said, "executed under the most difficult circumstances." It was a defining moment for the paper. As if the decimated offices weren't enough, just months after the attacks talented feature writer Daniel Pearl, South Asia bureau chief, was abducted and brutally murdered while investigating Al Qaeda links to the "shoe bomber," Richard Reid.

The
Journal
and Dow Jones felt under siege. In a normally skeptical newsroom, there was suddenly shared purpose with everyone from the Bancrofts to Peter Kann. All rallied to support the institution, and Steiger, already beloved, became something of a saint. The Dow Jones "family," as Kann called it, drew together. The newsroom, always aware of its status as belonging to one of a chosen few elite papers in the country, was newly devoted to its mission and the family who allowed them to pursue their craft without the meddling of a more business-minded corporate parent. But such sentiment couldn't beat back the business pressures plaguing the company. The steep drop in advertising revenue that plagued the
Journal
following September 11 was dragging down the entire newspaper industry.

Zannino arrived at Dow Jones in February 2001 as chief financial officer. Seventeen months later, he was on the phone with Jimmy Lee, who loved to chide his pal. "You're too small," he would say about Dow Jones. "You can't take a gamble." But it was all just fun: Jimmy knew he was dealing with a guy who understood the world as he did, through stock prices, profits, and fees. Zannino, he knew, wanted to make his company a place where good journalists practiced journalism and good businesspeople took care of the business. Jimmy thought, "Maybe this is the guy who provides the bridge. And I know someone who can cross it." The person he was thinking of? Rupert Murdoch. Of course.

As Jimmy stood in his office on that morning in July 2002, pen poised, waiting for Zannino to pick up the phone, he thought, "I can deliver this." After congratulating Zannino on his new appointment as chief operating officer, which had been announced earlier that month, and making the requisite small talk, Jimmy launched into the purpose of the call.

"So, isn't it time for you guys to do a deal?" Jimmy asked.

"The Bancroft family holds all the cards," Zannino replied, in what would become a standard refrain.

Jimmy took his pen and wrote down his notes from the conversation.

The words stared back at Jimmy, their bright blue lettering discouraging and predictable: "
BANCROFT FAMILY HOLDS AN CARDS.
"

The Bancrofts controlled 64 percent of Dow Jones through a class of super-voting stock that gave them ten votes per share on any issue that came before shareholders, namely, takeovers. Jimmy knew this; it was stated plainly in the company's public filings. But that protected stance was something Jimmy viewed as his job—his
duty—to
circumvent. He wanted Zannino's help.

"Well, how do I get to them?" Jimmy asked. "I guess it's like anybody else, you've got to make a compelling pitch with some value to get their attention."

"Sure," Zannino said. "Make a compelling pitch. Value always gets people's attention."

"Should I call Peter?" Jimmy asked.

"If you call Peter—" Zannino paused. "I mean, nobody has put a number to them, so it's easy to say it's not for sale."

It was true. The family's stance remained untested. They had been carefully shielded, it seemed. Later, some in the family would describe what they termed the "unholy alliance" between Peter Kann and Bancroft trustee and Hemenway & Barnes lawyer Roy Hammer.

Hemenway & Barnes, one of the oldest law firms in Boston and a specialist in managing the city's old, private money, relied heavily on the Bancroft account, which was its main source of business. The firm's relationship with the family dated back to World War II, when "Grandpa" Barron's daughter Jane, left alone after her husband's suicide—he was a depressive who some in the family say was driven mad by his father-in-law's abuses—hired the firm to protect the family fortune. Since then, the thirty-lawyer practice—with the motto "A Wealth of Experience"—had grown in power within the family with each successive generation. As family trustees died, Hemenway lawyers typically replaced them. The trusts paid Hemenway 6 percent of any income generated, which meant that the generous dividends from Dow Jones's stock produced a reliable stream of money for the law firm—all for keeping things exactly as they were.

Hammer had sold some of the family's stock and bought other investments, an effort to diversify their wealth. Now, Dow Jones stock made up less than half of their assets. But the company was still the greatest single asset the family held in common, and the structure of the trusts automatically divided the generations. Jessie's, Jane's, and Hugh Jr.'s children, known as the "upper generation," received automatic disbursements from the trusts, which came mainly in the form of annual dividends from Dow Jones's stock. They decided how much cash their children received. Mostly, however, the kids could get to the fortune only after their parents' death.

For years, Kann and Hammer successfully rebuffed overtures from interested suitors in an effort to protect the
Wall Street Journal
and their position in the constellation of players who derived both prestige and a sense of self-satisfaction that came from proximity to such a national treasure. Anyone who talked to Kann would hear the same response: that the family was not interested in selling. If he needed confirmation, Kann would call Hammer, an imperious man with an aristocratic air, who repeatedly assured Kann the family hadn't changed its mind. Hammer turned down expressions of interest and informed Kann afterward.

Jimmy scribbled:

 

MAKE COMPELLING PITCH. VALUE TO GET ATTENTION
CALL PETER—NOBODY HAS PUT A NUMBER TO THEM—EASY
TO SAY IT'S NOT FOR SALE

 

"You'd need to talk to a board member who gets it," Zannino said. "If you go to Peter, he doesn't even report to the board until after the fact," Zannino added. "Go to Roy with a number."

Jimmy's pen busily noted the instructions:

 

2.
BOARD MEMBER WHO GETS IT

3.
GO TO PETER—DOESN'T EVEN REPORT

4.
GO TO ROY WITH #.

 

Jimmy had studied Dow Jones for years, but now he had an insider. Zannino had just handed Jimmy a playbook for how to scale the seemingly impenetrable wall that surrounded Dow Jones.

Jimmy continued to press Zannino about the best way to approach the company. Zannino knew enough of the directors to provide some insight into the dynamics on the board.

Jimmy started a new page on his notepad.

Jimmy had to understand, Zannino explained, the family thinks they are protecting the
Journal
by keeping Dow Jones independent. Despite the failing stock price, some in the family thought selling a single share in the company was an act of disloyalty. "That's what they believe and that's what Peter believes," he said. They would sell only if they could have some kind of assurance that the company would remain at least partly independent.

 

FAMILY WANTS ASSURANCE—COMPANY STAYS INDEPENDENT.

 

"It's like somebody making an offer for your store; you still want to be able to manage it," Zannino offered. "They care about the independence of the
Journal
."

 

OFFER FOR YOUR STORE—INDEPENDENCE OF THE JOURNAL

 

Jimmy understood all that, and it sounded like the typical noises of a family business before it sold. The Bancrofts, he perceived, all wanted assurances and to be dragged across the finish line. What he needed to know was how to make the approach.

"Who else is on the board?" Jimmy wanted to know. "Who might 'get it'?"

Zannino mentioned four board members. Three of them had been nominated in 1997 to bring some outside voices to an insular board: former American Express chief Harvey Golub, former Bankers Trust chairman Frank Newman, and former Pfizer CEO Bill Steere. Former Hallmark CEO Irv Hockaday was a long-serving board member and the company's lead director. Of those four, Harvey, Irv, and Frank were the closest to Peter Kann.

 

HARVEY NEWMAN HOCKADAY STEERE
OF THEM, HARVEY, IRV & FRANK

 

After the two hung up, Jimmy filed his notes away in a thin red folder marked "
DOW JONES
." He called Rupert Murdoch to update him on the conversation. He told Murdoch, again, that Zannino understood the company's strategic dilemma. There were many hurdles yet to clear, but Jimmy sensed, as he put down the phone that day, this time it really could happen.

 

Peter Kann's love of journalism began early. At age nine, he started publishing the "Jefferson Road Snooper" (with the help of his mother) in his leafy Princeton, New Jersey, neighborhood. In high school, he worked for his local paper, the
Princeton Packet,
owned by Barney Kilgore, who transformed the
Journal
from a narrow investment daily to the nation's business paper. At Harvard, Kann reported for the
Crimson.
After college, he was hired by the
Journal
as a reporter in the Pittsburgh bureau in 1964.

Glynn Mapes, who started at the
Journal
a year before Peter Kann, remembered the young reporter: "He was a really nice guy who didn't give a damn about business stories. The word was he never wrote one, and he never wore a wristwatch. He also rarely had a word changed by any of his editors." From San Francisco, Kann quickly moved to Los Angeles and then abroad to Asia, where, at twenty-four, he became the paper's first resident reporter in Vietnam. (One of his stories told of a nine-nostriled water snake that South Vietnamese villagers feared more than the Vietcong.) By the early seventies, when he won a Pulitzer for his coverage of the 1971 India-Pakistan war, Kann had become something of a romantic figure. For ten years he lived in an antique-filled apartment halfway up Victoria Peak in Hong Kong. He owned a motorized junk and hosted what became legendary poker games.

Kann's worried mother, if she hadn't heard from him for several weeks, would call the paper's Page One editor, Michael Gartner (later of NBC News), to check on her son's whereabouts. The first time she contacted him, Gartner heard her heavy Austrian accent—she and her husband were refugees of Jewish descent who arrived in the United States during World War II—and answered her question truthfully: he hadn't heard from Kann in weeks. This news upset her greatly, and so the next time Gartner stretched the truth. "I just out-and-out lied to her," he remembered. "I'd say, 'Oh, yes, I just talked to him yesterday.' Or this morning. And she'd say, 'Where is he?' And I'd say, 'He's in a hotel room somewhere.' And then I'd send him a wire: Peter, call your mother."

In 1974, the
Journal
hired Karen Elliott, a tall, outspoken blonde reporter from the Texas panhandle, to work in its DC bureau. She worked her way up through the ranks of the
Journal
with the same intelligence and grit she had developed in the tiny town of Matador, Texas, from her churchgoing parents, who forbade a television or phone in the house and didn't allow her to date. In 1975 she married Art House, a Connecticut-bred power broker in Washington who later served as staff director to Senator Robert Byrd. In 1978 she became the paper's diplomatic correspondent.

It was around this time that Kann revealed his surprising interest in more managerial pursuits. After charming the company's CEO, Warren Phillips, Kann won the task of starting up the Asian
Journal
in 1976. To do it, he conscripted the paper's Tokyo bureau chief, Norman Pearlstine, who would become a close friend. Back then, the business and news sides of the company were divided by almost religious writ. In the
Journal
's San Francisco bureau, sales executives and reporters played handball together outside the office, but when Monday morning came around, the salesmen were forbidden to step inside the paper's newsroom. In New York, the advertising staff was similarly banned from physically entering the reporters' sphere.