The past week and a half was exhausting and stressful for Lynn Hendrix: He was on the opposite side of the bargaining table from media tycoon Rupert Murdoch.

"I got no sleep Monday," said the 56-year-old partner of Denver law firm Holme Roberts & Owen, having been engaged in nonstop phone calls. "I got a little sleep Tuesday night."

Hendrix is one of two Holme Roberts partners serving as trustees that oversee the biggest trusts among 14 Bancroft family trusts based in Denver and nearby.

Together, the 14 so-called Denver trusts control 9.1 percent of the voting stock of Dow Jones & Co., publisher of The Wall Street Journal. The trusts - and thus Hendrix's position - were considered influential in Dow Jones' sale.

Hendrix and colleagues were responsible for calling the shots on behalf of the big Denver trusts during the three-month saga in which Murdoch sought to win over a significant number of Bancroft trusts around the nation to buy Dow Jones.

The Denver trusts had opposed Murdoch's $60-a-share offer for Dow Jones' stock, which totaled $5 billion.

Hendrix, Holme Roberts partner Charles Ramunno and a team of financial advisers had pushed Murdoch's News Corp. for a richer price on behalf of the trusts.

But Murdoch said no, even though support from the Denver trusts was seen as crucial to landing a deal.

In the end, a block of the Denver trusts accounting for two- thirds, or 6 percent, of the 9.1 percent stake threw their backing behind Murdoch's offer.

Murdoch's $60 offer was a 67 percent premium above Dow Jones' share price when his bid became public.

It was too good a deal to refuse, the reasoning went. Besides, no other offers were on the table.

"We worked very hard to get a higher price for the family and the beneficiaries," Hendrix said.

"But in the long run, we felt it was better to accept a $60 price than risk Murdoch withdrawing his proposal," added Hendrix, who has acted as trustee for nine years. "All the advisers agree the $60 price was extremely generous."

According to The Wall Street Journal, when some Boston- based trusts gave the green light to a News Corp. deal Monday, the Denver trustees lost much of their bargaining power.

"Notwithstanding, we were successful to get Dow Jones to pay $30 million in advisory fees that the Bancrofts would otherwise have been obligated to pay," Hendrix said.

The Holme Roberts-Bancroft connection dates back years.

Hugh Bancroft Jr., whose grandfather Clarence W. Barron owned what became Dow Jones & Co., came West decades ago. He hooked up with J. Churchill Owen, who became his personal lawyer.

Known at Holme Roberts & Owen as "Church," Owen's name is the last name in the firm. Owen was one of the early trustees to oversee the three trusts Hugh Bancroft Jr. created in 1941 for his descendants. Born in 1907, Hugh Bancroft Jr. died in 1953.

Over the years, other Holme Roberts lawyers have acted as trustees for the largest trusts among the 14 Denver trusts that Hugh Bancroft Jr.'s descendants drew up.

What's been the hardest part of the buyout ordeal?

"The fatigue and stress that was put on us because of our obligations to the beneficiaries that we had the utmost responsibility for. We also cared about them on a personal basis," Hendrix said. "They are our clients and are good friends."

The voting blocs

The fate of Dow Jones rested largely in the hands of the Bancroft family, which controls about 64 percent of the voting power. Here's a breakdown of voting control within the family and how they voted for the Murdoch bid.

Trust Number of B shares in trust Percent of DJvote Vote as of Tuesday

Cook branch 6.00 million 23.0% Yes

Denver 2.24 million 9.1% Yes, for 6%

Lehman 640,000 2.4% Yes

Jessie B. Cox (1935) 628,256 2.4% Yes

Article 3 3.48 million 13.2 % Not voted

Cox 886,350 3.4% Not voted

Jessie B. Cox (1934) 810,750 3.1% Not voted

Ottaway family 1.69 million 7.0% Expected to vote no

Nonfamily N/A 29.0% Most shareholders expected to vote yesNotes: Each B Share Has 10 Votes. Dow Jones Share Base Includes About 20 Million B Shares And 64 Million Common Shares. There Are About 264 Millio ...

fillionr@RockyMountainNews.com or 303-954-2467

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