SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
THE WASHINGTON POST COMPANY
------------------------------------------------------------
(Name of Issuer)
CLASS B COMMON STOCK, $1.00 PAR VALUE
------------------------------------------------------------
(Title of Class of Securities)
939640 10 8
------------------------------------------------------------
(CUSIP Number)
Diana M. Daniels, Esq. with a copy to:
Vice President and General Counsel Melvin L. Bedrick, Esq.
The Washington Post Company Cravath, Swaine & Moore
1150 15th Street, N.W. 825 Eighth Avenue
Washington, DC 20071 New York, NY 10019
(202) 334-6600 (212) 474-1100
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 19, 1994
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class. See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>2
CUSIP No. 939640 10 8 13-D Page 2 of 10
(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Donald E. Graham
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
------------------------------------------------------------
(3) SEC Use Only
------------------------------------------------------------
(4) Source of Funds
Not Applicable
------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)[ ]
------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
------------------------------------------------------------
Number of (7) Sole Voting Power 2,219,205
Shares Bene-
ficially (8) Shared Voting Power 1,287,343
Owned by
Each Report- (9) Sole Dispositive Power 491,440
ing Person
With (10) Shared Dispositive Power 1,287,343
------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
3,506,548
------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
30.9
------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
<PAGE>3
CUSIP No. 939640 10 8 13-D Page 3 of 10
(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Katharine Graham
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
------------------------------------------------------------
(3) SEC Use Only
------------------------------------------------------------
(4) Source of Funds
Not Applicable
------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
------------------------------------------------------------
Number of (7) Sole Voting Power 536,257
Shares Bene-
ficially (8) Shared Voting Power 228,370
Owned by
Each Report- (9) Sole Dispositive Power 536,257
ing Person
With (10) Shared Dispositive Power 228,370
------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
764,627
------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.7
------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
<PAGE>4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Statement of
DONALD E. GRAHAM
and
KATHARINE GRAHAM
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
THE WASHINGTON POST COMPANY
This Report relates to the Class B Common Stock,
par value $1.00 per share (the "Class B Common Stock"), of
The Washington Post Company (the "Company"). The Report on
Schedule 13D filed by Donald E. Graham and Katharine Graham
dated March 4, 1977 (the "Original Report"), as amended
on February 14, 1983 ("Amendment No. 1"), March 5, 1985
("Amendment No. 2"), April 16, 1986 ("Amendment No. 3") and
January 28, 1987 ("Amendment No. 4"), is hereby amended and
supplemented as set forth below. The Original Report, as
amended by Amendment No. 1, Amendment No. 2, Amendment
No. 3 and Amendment No. 4, is hereinafter referred to
as "Schedule 13D". All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in
Schedule 13D.
Pursuant to Section 232.101 of Regulation S-T,
which provides that an amendment to a paper format Sched-
ule 13D filed relating to a registrant that has become sub-
ject to mandated electronic filing shall be in electronic
format and the first such amendment shall restate the entire
text of the Schedule 13D, the Original Report and Amendment
No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4,
are being filed as part of this Report as Attachment 1,
Attachment 2, Attachment 3, Attachment 4 and Attachment 5,
respectively, hereto and are hereby incorporated by refer-
ence herein for all purposes. Because previously filed
paper exhibits to a Schedule 13D are not required to be
<PAGE>5
restated electronically, exhibits to the Original Report
and all Amendments are not being refiled with this Report.
The descriptions contained in this Report of
certain agreements and documents are qualified in their
entirety by reference to the complete texts of such agree-
ments and documents, which have been filed as exhibits to
the Schedule 13D, as amended by this Report, and incorpo-
rated by reference herein.
This amendment is submitted to reflect changes
that have occurred since the filing of the last amendment to
the Schedule 13D of Donald E. Graham and Katharine Graham
dated January 28, 1987.
The amendments to the Schedule 13D are as follows:
Item 5: Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby deleted in its
entirety and substituted by the following:
Interests of Mr. Graham:
As of December 31, 1994, Mr. Graham was the
beneficial owner (as determined in accordance with
Rule 13d-3(a), (c) and (d) under the Act) of 3,506,548
shares of Class B Common Stock of the Company, constituting
approximately 30.9% of such shares then outstanding (as
determined in accordance with the Rule 13d-3(d)(1) under the
Act). Such beneficial ownership was as set forth in
paragraphs (a) through (o) below. Except as to the extent
of: (A) his shared fiduciary voting and investment power
with respect to, and one-quarter beneficial interest in, the
shares held in the trusts referred to in paragraphs (f) and
(i) below, (B) his shared fiduciary voting power with
respect to the shares held in the trust referred to in
paragraph (g) below, (C) his shared fiduciary voting and
investment power with respect to the shares held in the
trusts referred to in paragraphs (h), (j), (k), (m) and (n)
below, (D) his sole fiduciary voting and investment power
with respect to the shares held in the trusts referred to in
paragraph (l) below, and (E) his sole voting power, under an
agreement dated as of February 25, 1977, as extended and
amended as of September 13, 1985, with respect to the shares
referred to in paragraph (o) below, Mr. Graham has no
beneficial interest, and expressly disclaims any beneficial
interest, in the shares referred to in such paragraphs (f)
through (o).
<PAGE>6
(a) 1,076 shares of Class B Common Stock and 262,314
shares of Class A Common Stock, par value $1.00
per share ("Class A Common Stock"), of the Company
(Class A Common Stock being convertible share
for share into Class B Common Stock) owned by
Mr. Graham, as to which he had sole voting and
investment power.
(b) 208,050 shares of Class B Common Stock held in a
revocable trust for the benefit of Mr. Graham.
Mr. Graham, settlor, had sole voting power and
investment power with respect to such shares.
Mr. Graham has the right to revoke such trust at
any time.
(c) 56,333 shares of Class B Common Stock held in a
trust for the benefit of Mr. Graham. Mr. Graham,
as a trustee, shared voting and investment power
with respect to such shares with George J.
Gillespie, III, the other trustee.
(d) 60,497 shares of Class A Common Stock held in a
trust for the benefit of Mr. Graham. Mr. Graham,
as a trustee, shared voting and investment power
with respect to such shares with Mr. Gillespie,
the other trustee.
(e) 62,208 shares of Class A Common Stock held
in a trust for the benefit of Mr. Graham.
Mr. Graham, as a trustee, shared voting power
with Mr. Gillespie, the other trustee.
(f) 135,168 shares of Class B Common Stock and 248,832
shares of Class A Common Stock held in trusts for
the equal benefit of four persons (including
Mr. Graham) and their descendants. Mr. Graham,
as a trustee, shared voting and investment power
with respect to such shares with Mr. Gillespie and
Elizabeth Graham Weymouth, the other trustees.
(g) 186,624 shares of Class A Common Stock held in
trusts for the benefit of others. Mr. Graham, as
a trustee, shared voting power with Mr. Gillespie,
one of the other trustees.
(h) 120,994 shares of Class A Common Stock held in two
trusts for the benefit of others. Mr. Graham, as
a trustee, shared voting and investment power with
<PAGE>7
respect to such shares with Mr. Gillespie, the
other trustee.
(i) 135,168 shares of Class B Common Stock held in a
trust for the benefit of others. Mr. Graham, as a
trustee, shared voting and investment power with
respect to such shares with Mr. Gillespie, the
other trustee.
(j) 43,149 shares of Class B Common Stock held
in three trusts for the benefit of others.
Mr. Graham, as a trustee, shared voting and
investment power with respect to such shares
with Mr. Gillespie, the other trustee.
(k) 225,770 shares of Class B Common Stock held in a
charitable trust for the benefit of others.
Mr. Graham, as a trustee, shared voting and
investment power with respect to such shares with
Mrs. Graham, John W. Sweeterman, Martin Cohen and
Vincent E. Reed, the other trustees.
(l) 20,000 shares of Class B Common Stock held in two
trusts for the benefit of others. Mr. Graham, as
trustee, had sole voting and investment power with
respect to such shares.
(m) 10,000 shares of Class B Common Stock held in a
trust for the benefit of another. Mr. Graham, as
trustee, shared voting power with respect to such
shares with Mr. Gillespie, the other trustee.
(n) 2,600 shares of Class B Common Stock held in a
charitable remainder unitrust for the benefit of
others. Mr. Graham, as a trustee, shared voting
and investment power with respect to such shares
with Mrs. Graham and Mr. Gillespie, the other
trustees.
(o) 1,727,765 shares of Class B Common Stock as to
which Mr. Graham had sole voting power under an
agreement dated as of February 25, 1977, as
extended and amended as of September 13, 1985, as
more fully described in Item 6 below.
Interests of Mrs. Graham:
As of December 31, 1994, Mrs. Graham was the bene-
ficial owner (as determined in accordance with Rules
<PAGE>8
13d-3(a), (c) and (d) under the Act) of 764,627 shares
of Class B Common Stock of the Company, constituting
approximately 6.7% of such shares then outstanding (as
determined in accordance with Rule 13d-3(d)(1) under the
Act). Such beneficial ownership was as set forth in para-
graph (p) through (s) below. Except as to the extent of her
shared fiduciary voting and investment power with respect to
the shares held in the trusts referred to in paragraphs (r)
and (s) below, Mrs. Graham has no beneficial interest, and
expressly disclaims any beneficial interest, in the shares
referred to in such paragraphs (r) and (s).
(p) 536,257 shares of Class A Common Stock owned by
Mrs. Graham, as to which she had sole voting and
investment power.
(q) 139,643 shares of Class B Common Stock held in a
revocable trust for the benefit of Mrs. Graham.
Although Mrs. Graham does not now have any voting
or investment power with respect to such shares,
she does have the right to revoke such trust at
any time. If such revocation were to occur,
Mrs. Graham would have sole voting and investment
power with respect to such shares.
(r) 225,770 shares of Class B Common Stock held in a
charitable trust for the benefit of others. Mrs.
Graham, as a trustee, shared voting and investment
power with respect to such shares with Mr. Graham,
Mr. Sweeterman, Mr. Cohen and Mr. Reed, the other
trustees.
(s) 2,600 shares of Class B Common Stock held in a
charitable remainder unitrust for the benefit of
others. Mrs. Graham, as a trustee, shared voting
and investment power with respect to such shares
with Mr. Graham and Mr. Gillespie, the other
trustees.
Transactions Effective as of October 19, 1994:
Except for certain gifts, neither Mr. Graham nor
Mrs. Graham have effected any transactions in Class B Common
Stock within the past sixty days. Effective as of October
19, 1994, Mrs. Graham resigned as trustee and relinquished
her voting and investment power with respect to the 248,832
Class A shares and the 135,168 Class B shares in the 1973
Trust for the benefit of Mr. Graham, William W. Graham,
Stephen M. Graham and Elizabeth G. Weymouth. Such voting
<PAGE>9
power was assumed by Mr. Graham and Mr. Gillespie, the other
trustees.
Effective as of October 19, 1994, Mrs. Graham has
also relinquished her voting power with respect to the
181,491 Class A shares in the 1971 Trust for the benefit of
Mr. Graham, William W. Graham and Stephen M. Graham. Such
voting power was assumed by Mr. Graham and Mr. Gillespie,
the trustees. In the case of shares in the 1971 Trust for
the benefit of William W. Graham, William W. Graham also
shares voting power as a trustee of such trust. In the case
of shares in the 1971 trust for the benefit of Stephen M.
Graham, Stephen M. Graham also shares voting power as a
trustee of such trust.
Ownership on Behalf of Other Persons:
The beneficiaries of the trusts referred to
in paragraphs (f)-(n) and (r)-(s) above are, subject to
certain limitations contained in the agreements governing
such trusts, entitled to receive dividends from the shares
held in the respective trusts.
The Shareholders, as such term is defined in
Item 6 below, are entitled to receive dividends from, and
the proceeds of a sale of, the shares subject to the voting
agreement referred to in paragraph (o) above and described
in Item 6 below.
<PAGE>10
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Date: February 13, 1995
-------------------------
Donald E. Graham
--------------------------
Katharine Graham
<PAGE>11
Attachment A
Item 1. Security and Issuer.
The securities to which this statement relates are
shares of Class B Common Stock, par value $1.00 per share
("Class B Stock"), of The Washington Post Company, a
Delaware corporation (the "Company"), whose principal
executive offices are located at 1150 15th Street, N.W.,
Washington, D.C. 20071.
Item 2. Identity and Background.
This statement is filed by Donald E. Graham and by
Katharine Graham <F1>.
Mr. Graham's business address is 1150 15th Street,
N.W., Washington, D.C. 20071 and his residence address is
3110 Newark Street, N.W., Washington, D.C. 20008.
Mr. Graham's principal occupation and employment are as
General Manager of The Washington Post, a newspaper
published by the Company, the principal business activities
of which are newspaper publishing, magazine publishing and
broadcasting. The address of the Company is 1150 15th
Street, N.W., Washington, D.C. 20071. Listed below are
Mr. Graham's material occupations, positions, offices or
____________________
[FN]
<F1> Mrs. Graham is filing this statement since she may be
deemed by others to be, though she and Donald E. Graham deny
that she is, part of a group with Donald E. Graham.
<PAGE>12
employments during the last 10 years, the starting and
ending dates of each and the name, principal business and
address of any business corporation or other organization in
which each such occupation, position, office or employment
was carried on:
Occupation, Starting Employer
Position, and ------------------------------------------
Office or Ending Principal
Employment Date Name Business Address
---------- --------- ---- --------- -------
Various 8/66-7/68 U.S. Army National The Pentagon,
noncommissioned Defense Washington, D.C.
ranks 20301
Researcher 8/68-11/68 Edward C. Professor Department of
Banfield Government,
Harvard
University
Cambridge, Mass.
02138
Patrolman 1/69-6/70 Washington, Law 300 Indiana Ave.,
D.C., enforcement N.W., Washington,
Metropolita D.C. 20001
n Police
Dept.
Reporter and 1/71-9/71 (
Makeup Editor (
(
Budget Analyst 9/71-1/72 (
(
(
Assistant Home 1/72-5/72 (
Delivery Mgr. (
(
General Clerk, 5/72-6/72 (The Newspaper 1150 15th St.,
Promotion Dept. (Washington publishing N.W. Washington,
(Post <F2> D.C. 20071
(
Advertising 6/72-11/72 (
Salesman (
(
____________________
FN
<F2> A division of the Company.
<PAGE>13
Occupation, Starting Employer
Position, and ------------------------------------------
Office or Ending Principal
Employment Date Name Business Address
---------- -------- ---- --------- -------
Assistant 11/72-6/73 (
Production Mgr. (
Reporter 6/73-9/73 Newsweek, Magazine 444 Madison Ave.,
Inc. <F3> publishing
New York, N.Y.
10022
Assistant 9/73-2/74 The Newspaper 1150 15th St.,
Production Mgr. Washington publishing N.W., Washington,
Post <F4> D.C. 20071
Writer 2/74-4/74 (Newsweek, Magazine 444 Madison Ave.,
(Inc. <F3> publishing New York, N.Y.
( 10022
(
Business 5/74-8/74 (
Trainee
Assistant 8/74-7/75 (
Managing (
Editor/Sports (
Assistant 6/75-12/76 (The Newspaper 1150 15th St.,
General Manager (Washington publishing N.W.
(Post <F3> Washington, D.C.
( 20071
Executive Vice 12/76- (
President and Present (
General Manager (
Mrs. Graham's business address is
1150 15th Street, N.W., Washington, D.C. 20071 and her
residence address is 2920 R Street, N.W., Washington,
D.C. 20007. Mrs. Graham's principal occupation and
employment are as Chairman of the Board of Directors of the
____________________
[FN]
<F3> A subsidiary of the Company.
<F4> A division of the Company.
<PAGE>14
Company and Publisher of The Washington Post. Listed below
are Mrs. Graham's material occupations, positions, offices
or employments during the last 10 years, the starting and
ending dates of each and the name, principal business and
address of any business corporation or other organization in
which such occupation, position, office or employment was
carried on:
Occupation, Starting Employer
Position, and -------------------------------------
Office or Ending Principal
Employment Date Name Business Address
---------- -------- ---- --------- -------
President 1/67-5/73 ( Newspaper 1150 15th
(The publishing, Street,
(Washington magazine N.W.,
Chairman of (Post publishing Washington,
the Board (Company and D.C. 20071
( broadcasting
Publisher 4/69- The Newspaper 1150 15th
Present Washington publishing Street,
Post <F5> N.W.,
Washington,
D.C. 20071
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement (the "Agreement") dated
as of February 25, 1977, among Mr. Graham, certain companies
which are shareholders of the Company (the "Shareholders")
and the parent of the Shareholders, Berkshire Hathaway Inc.
("Berkshire"), the Shareholders have granted Mr. Graham the
____________________
[FN]
<F5> A division of the company.
<PAGE>15
right to vote an aggregate of 934,300 shares of Class B
Stock to which the Shareholders have title. Warren
E. Buffett (a director of the Company, chairman of its
Finance Committee and a member of its Audit and Stock Option
Committees) is Chairman of the Board and principal
shareholder of Berkshire. No funds or other consideration,
other than the mutual promises and agreements of Mr. Graham
(who has promised to retain, during the term of the
Agreement, at least 200,000 shares of Class A Common Stock,
par value $1.00 per share ("Class A Stock"), of the Company
or Class B Stock already beneficially owned by him), the
Shareholders and Berkshire were used or are to be used in
connection with the grant of such right.
Item 4. Purpose of Transaction.
Pursuant to the Agreement the right to vote
granted to Mr. Graham shall continue in effect, with respect
to each of the above-mentioned 934,300 shares of Class B
Stock, from the date of the Agreement until February 24,
1987, subject to extension of the term of the Agreement for
additional periods (up to 10 years each) and subject to
prior termination of the Agreement upon the earlier of
(a) complete liquidation or dissolution of the Company,
(b) receipt by Mr. Graham of a copy of an order of the
Federal Communications Commission or any court of competent
<PAGE>16
jurisdiction, which order Mr. Graham believes has become a
final order from which no further petition for review,
appeal or petition for certiorari is possible or, in the
judgment of Mr. Graham, practicable, requiring termination
of the Agreement or all the powers granted thereunder or
which, in Mr. Graham's sole judgment, makes continuance of
the Agreement impracticable or harmful to the Company or its
shareholders, including the Shareholders, (c) receipt by
Mr. Graham of notice from the Board of Directors of the
Company that such Board has determined, on advice of legal
counsel, that continuance of the Agreement would have an
adverse effect on the business or operations of the Company
or its subsidiaries, including but not limited to their
broadcast licenses, (d) the death or physical or mental
incapacity of Mr. Graham to act under the Agreement, as
determined by the Board of Directors of the Company, (e) the
failure of Mr. Graham to own beneficially at least
200,000 shares of Class A or Class B Stock or (f) transfer
by the Shareholders of their shares to transferees who are
not required by the Agreement to become parties to the
Agreement. Such transferees do not include corporations,
business trusts, partnerships, individuals or other persons
which or who the Shareholders know own (or as a consequence
<PAGE>17
of any transfer will own) more than 5% of the then
outstanding Class B Stock of the Company.
Item 5. Interest in Securities of the Issuer.
Mr. Graham under the terms of the Agreement, as
noted above, currently has the right to vote an aggregate of
934,300 shares of Class B Stock, as to which he disclaims
beneficial ownership. Mr. Graham, in his individual
capacity, is the beneficial owner of 68,530 shares of
Class B Stock and of 335,084 shares of Class A Stock which
is convertible into Class B Stock in the ratio of one share
of Class B Stock for one share of Class A Stock. The
68,530 shares of Class B Stock of which Mr. Graham is the
beneficial owner do not include 35,940 shares of Class B
Stock which Mr. Graham has the right to vote as a co-trustee
of various trusts in which Mr. Graham disclaims any
beneficial interest; 10,000 shares of Class B Stock held by
a trust established for the benefit of Mr. Graham's minor
child in which Mr. Graham disclaims any beneficial interest;
or 174,960 shares of Class B Stock which Katharine Graham,
Mr. Graham and three other persons have the right to vote as
co-trustees of the Philip L. Graham Fund, a charitable trust
in which they have no beneficial interest. Such shares of
Class A Stock include 94,680 shares of Class A Stock held by
trusts of which Mr. Graham is a beneficiary and a co-trustee
<PAGE>18
but as to which all voting rights are held by Katharine
Graham, and do not include 352,746 shares of Class A Stock
which Mr. Graham has the right to vote as co-trustee of
various trusts, in which shares Mr. Graham disclaims any
beneficial interest.
Mr. Graham is the son of Katharine Graham, who is
Chairman of the Board of Directors of the Company and
Publisher of The Washington Post. Katharine Graham
disclaims any beneficial interest in any of the
934,300 shares of Class B Stock which Mr. Graham has the
right to vote under the Agreement. Mrs. Graham is the
beneficial owner of 17,988 shares of Class B Stock and
433,224 shares of Class A Stock. Such 17,988 shares of
Class B Stock do not include 174,960 shares of Class B Stock
which Mrs. Graham, Mr. Graham and three other persons have
the right to vote as co-trustees of the Philip L. Graham
Fund, a charitable trust in which they have no beneficial
interest. Mrs. Graham has the sole right to vote an
additional 332,040 shares of Class A Stock in which she
disclaims any beneficial interest and has the right as co-
trustee of various trusts to vote an additional
208,746 shares of Class A Stock in which she disclaims any
beneficial interest.
<PAGE>19
Neither Mr. Graham nor Mrs. Graham has effected
any transaction in Class B Stock or Class A Stock during the
past 60 days, except that on February 11, 1977, a trust of
which Mr. Graham is co-trustee and principal beneficiary
purchased 400 shares of Class B Stock on the open market.
On December 17, 1976, each of Mr. Graham and Mrs. Graham
received additional shares of Class A Stock and Class B
Stock resulting from a two-for-one stock split effective
December 15, 1976, all of which shares are reflected in the
information set forth herein.
Item 6. Contracts, Arrangements or Understanding with
Respect to Securities of the Issuer.
Other than as previously described herein, there
are no contracts, arrangements or understandings between the
Shareholders, Berkshire or Mr. Buffett and Mr. Graham with
respect to any securities of the Company.
Item 7. Persons Retained, Employed or To Be Compensated.
Not applicable.
Item 8. Material To Be Filed as Exhibits.
Agreement dated as of February 25, 1977, among
Donald E. Graham and various other parties named therein.
<PAGE>20
SIGNATURE
I certify that to the best of my knowledge and
belief the information set forth in this statement is true,
complete and correct.
March 4, 1977
(Date) /s/ Donald E. Graham
-------------------------
(Signature)
Donald E. Graham
/s/ Katharine Graham
--------------------------
(Signature)
Katharine Graham <F6>
____________________
[FN]
<F6> Mrs. Graham is filing this statement since she may be deemed
by others to be, though she and Donald E. Graham deny that she
is, part of a group with Donald E. Graham.
<PAGE>21
Attachment B
Preliminary Note: No specific event requires this filing.
It is made to conform the original Schedule 13D of Donald E.
Graham and Katharine Graham, filed on March 4, 1977, to the
current format of, and definitions under, such Schedule and
to reflect a 2-for-1 stock split and other minor factual
changes that have occurred since the date of such original
filing. Mr. Graham and Mrs. Graham expressly deny that any
such changes, either singly or in the aggregate, have
constituted "material changes" within the meaning of Rule
13d-2(a) under the Securities Exchange Act of 1934 (the
"Act").
Item 1. Security and Issuer.
This statement relates to the Class B Common
Stock, par value $1.00 per share ("Class B Common Stock"),
of The Washington Post Company, a Delaware corporation (the
"Company"). The principal executive offices of the Company
are located at 1150 15th Street, N.W., Washington, D.C.
20071.
Item 2. Identity and Background.
This statement is filed by Donald E. Graham and
Katharine Graham. The business address of both Mr. Graham
and Mrs. Graham is 1150 15th Street, N.W., Washington, D.C.
20071. Mr. Graham is Publisher of The Washington Post, a
division of the Company, and a Vice President and Director
<PAGE>22
of the Company. Mrs. Graham is Chairman of the Board of
Directors and Chief Executive Officer of the Company. The
principal business activities of the Company consist of
newspaper publishing, magazine publishing and television
broadcasting. The address of the Company is 1150 15th
Street, N.W., Washington, D.C. 20071.
Neither Mr. Graham nor Mrs. Graham has, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
Neither Mr. Graham nor Mrs. Graham has, during the
last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation
with respect to such laws.
Both Mr. Graham and Mrs. Graham are citizens of
the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable; see Preliminary Note.
Item 4. Purpose of Transaction.
Not Applicable; see Preliminary Note.
<PAGE>23
Item 5. Interest in Securities of the Issuer.
Interests of Mr. Graham:
As of December 31, 1982, Mr. Graham was the
beneficial owner (as determined in accordance with Rules
13d-3(a), (c) and (d) under the Act) of 3,352,816
shares<F7> of Class B Common Stock of the Company,
constituting 27.2% of such shares then outstanding (as
determined in accordance with Rule 13d-3(d)(1) under the
Act). Such beneficial ownership was as set forth in
paragraphs (a) through (i) below. Except as to the extent
of: (A) his shared fiduciary voting and investment power
with respect to, and one-quarter beneficial interest in, the
shares held in the trust referred to in paragraph (e) below,
(B) his shared fiduciary investment power with respect to
the shares held in the trusts referred to in paragraph (f)
below, (C) his shared fiduciary voting and investment power
with respect to the shares held in the trusts referred to in
paragraphs (g) and (h) below and (D) his sole voting power,
under an agreement dated as of February 25, 1977, with
respect to the shares referred to in paragraph (i) below,
Mr. Graham has no beneficial interest, and expressly
------------------------
[FN]
<F7> All share figures given in this statement include the
effect of a 2-for-1 stock split effective December 29, 1978.
<PAGE>24
disclaims any beneficial interest, in the shares referred to
in such paragraphs (e) through (i).
(a) 42,116 shares of Class B Common Stock and
364,327 shares of Class A Common Stock, par value $1.00
per share ("Class A Common Stock"), of the Company
(Class A Common Stock being convertible share for share
into Class B Common Stock) owned by Mr. Graham, as to
which he had sole voting and investment power.
(b) 96,770 shares of Class B Common Stock held in
a revocable trust for the benefit of Mr. Graham. Mr.
Graham, as a trustee, had sole voting and investment
power with respect to such shares. Mr. Graham has the
right to revoke such trust at any time.
(c) 57,161 shares of Class B Common Stock held in
a trust for the benefit of Mr. Graham. Mr. Graham, as
a trustee, shared voting and investment power with
respect to such shares with George J. Gillespie, III,
the other trustee.
(d) 84,024 shares of Class A Common Stock held in
a trust for the benefit of Mr. Graham. Mr. Graham, as
a trustee, shared investment power with respect to such
shares with Mr. Gillespie, the other trustee.
(e) 38,400 shares of Class B Common Stock and
345,600 shares of Class A Common Stock held in a trust
<PAGE>25
for the equal benefit of four persons (one of whom was
Mr. Graham) and their descendants. Mr. Graham, as a
trustee, shared voting and investment power with
respect to such shares with Mr. Gillespie and Elizabeth
Graham Weymouth, the other trustees.
(f) 168,048 shares of Class A Common Stock held
in two trusts for the benefit of others. Mr. Graham,
as a trustee, shared investment power with respect to
such shares with Mr. Gillespie, the other trustee.
(g) 10,000 shares of Class B Common Stock held in
a trust for the benefit of another. Mr. Graham, as a
trustee, shared voting and investment power with
respect to such shares with Mr. Gillespie, the
other trustee.
(h) 277,770 shares of Class B Common Stock held
in a charitable trust for the benefit of others. Mr.
Graham, as a trustee, shared voting and investment
power with respect to such shares with Mrs. Graham,
John W. Sweeterman, Martin Cohen and Vincent E. Reed,
the other trustees.
(i) 1,868,600 shares of Class B Common Stock as
to which Mr. Graham had sole voting power under an
agreement dated as of February 25, 1977, all as more
fully described in Item 6 below.
<PAGE>26
Interests of Mrs. Graham:
As of December 31, 1982, Mrs. Graham was the
beneficial owner (as determined in accordance with
Rules 13d-3(a), (c) and (d) under the Act) of 1,808,655
shares of Class B Common Stock of the Company, constituting
14.2% of such shares then outstanding (as determined in
accordance with Rule 13d-3(d)(1) under the Act). Such
beneficial ownership was as set forth in paragraphs (j)
through (n) below. Except as to the extent of: (A) her
sole voting power with respect to the shares held in the
trusts referred to in paragraph (1) below, (B) her sole
fiduciary voting and investment power with respect to the
shares held in the trust referred to in paragraph (m) below
and (C) her shared fiduciary voting and investment power
with respect to the shares held in the trust referred to in
paragraph (n) below, Mrs. Graham has no beneficial interest,
and expressly disclaims any beneficial interest, in the
shares referred to in such paragraphs (l) through (n).
(j) 89,034 shares of Class B Common Stock and
779,803 shares of Class A Common Stock owned by Mrs.
Graham, as to which she had sole voting and investment
power.
(k) 25,976 shares of Class B Common Stock held in
a revocable trust for the benefit of Mrs. Graham.
Although Mrs. Graham did not, as of December 31, 1982,
<PAGE>27
and does not now have any voting or investment power
with respect to such shares, she does have the power to
revoke such trust at any time. If such revocation were
to occur, Mrs. Graham would have sole voting and
investment power with respect to such shares.
(l) 252,072 shares of Class A Common Stock held
in three trusts for the benefit of others. Mrs. Graham
had sole voting power with respect to such shares.
(m) 38,400 shares of Class B Common Stock and
345,600 shares of Class A Common Stock held in a trust
for the benefit of others. Mrs. Graham, as a trustee,
had sole voting and investment power with respect to
such shares.
(n) 277,770 shares of Class B Common Stock held
in a charitable trust for the benefit of others. Mrs.
Graham, as a trustee, shared voting and investment
power with respect to such shares with Mr. Graham, Mr.
Sweeterman, Mr. Cohen and Mr. Reed, the other trustees.
Background Information with Respect to Persons
Sharing Voting and/or Investment Power with Reporting
Persons:
George J. Gillespie, III, whose residence address
is Sterling Road, Harrison, New York 10528, is an attorney
and a member of Cravath, Swaine & Moore, One Chase
Manhattan Plaza, New York, New York 10005, one of
<PAGE>28
several law firms retained by the Company. Elizabeth Graham
Weymouth, whose residence address is 21 East 79th Street,
New York, New York 10021, is a free-lance writer and
journalist. John W. Sweeterman, whose residence address is
936 Seasage Drive, Delray Beach, Florida 33444, is retired.
Martin Cohen, whose business address is 1150 15th Street,
N.W., Washington, D.C. 20071, is the Vice President-Finance
and Treasurer of the Company. Vincent E. Reed, whose
business address is 1150 15th Street, N.W., Washington, D.C.
20071, is Vice President/Communications of The Washington
Post, a division of the Company. The principal business
activities and address of the principal executive offices of
the Company are as stated in Item 2 above.
None of Mr. Gillespie, Mrs. Weymouth, Mr.
Sweeterman, Mr. Cohen or Mr. Reed (the "Co-Trustees") has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors).
None of the Co-Trustees has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
<PAGE>29
state securities laws or finding any violation with respect
to such laws.
All Co-Trustees are citizens of the United States.
Transactions During the Past Sixty Days:
Neither Mr. Graham nor Mrs. Graham has effected
any transactions in Class B Common Stock during the past
sixty days, except that, effective January 3, 1983, they
were awarded 1,043 shares and 1,527 shares, respectively, of
such stock under the Long-Term Incentive Compensation Plan
of the Company. As such awards were not effective until
after December 31, 1982, they are not otherwise reflected in
this statement.
Ownership on Behalf of Other Persons:
The beneficiaries of the trusts referred to in
paragraphs (e)-(h) and (l)-(n) above are, subject to certain
limitations contained in the agreements governing such
trusts, entitled to receive dividends from, and the proceeds
of a sale of, the shares held in the respective trusts.
The Shareholders, as such term is defined in
Item 6 below, are entitled to receive dividends from, and
the proceeds of a sale of, the shares subject to the voting
agreement referred to in paragraph (i) above and described
in Item 6 below.
<PAGE>30
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Pursuant to an Agreement (the "Agreement") dated
as of February 25, 1977, among Mr. Graham, certain companies
which are shareholders of the Company (the "Shareholders")
and the parent of the Shareholders, Berkshire Hathaway Inc.
("Berkshire"), the Shareholders have granted Mr. Graham the
sole right to vote an aggregate of 1,868,600 shares of
Class B Common Stock to which the Shareholders have title.
Warren E. Buffett (a Director of the Company and a member of
the Finance and Stock Option Committees of the Company's
Board of Directors) is Chairman of the Board and principal
shareholder of Berkshire. No funds or other consideration,
other than the mutual promises and agreements of Mr. Graham
(who has promised to retain, during the term of the
Agreement, at least 400,000 shares of Class A Common Stock
or Class B Common Stock or any combination thereof), the
Shareholders and Berkshire were used in connection with the
grant of such right.
Pursuant to the Agreement, the right to vote
granted to Mr. Graham shall continue in effect, with respect
to each of the above-mentioned 1,868,600 shares of Class B
Common Stock, from the date of the Agreement until
February 24, 1987, subject to extension of the term of the
Agreement for additional periods (up to 10 years each) and
<PAGE>31
subject to prior termination of the Agreement upon the
earlier of (a) complete liquidation or dissolution of the
Company, (b) receipt by Mr. Graham of a copy of an order of
the Federal Communications Commission or any court of
competent jurisdiction, which order Mr. Graham believes has
become a final order from which no further petition for
review, appeal or petition for certiorari is possible or, in
the judgment of Mr. Graham, practicable, requiring
termination of the Agreement or all the powers granted
thereunder or which, in Mr. Graham's sole judgment, makes
continuance of the Agreement impracticable or harmful to the
Company or its shareholders, including the Shareholders,
(c) receipt by Mr. Graham of notice from the Board of
Directors of the Company that such Board has determined, on
advice of legal counsel, that continuance of the Agreement
would have an adverse effect on the business or operations
of the Company or its subsidiaries, including but not
limited to their broadcast licenses, (d) the death or
physical or mental incapacity of Mr. Graham to act under the
Agreement, as determined by the Board of Directors of the
Company, (e) the failure of Mr. Graham to own beneficially
at least 400,000 shares of Class A Common Stock or Class B
Common Stock or any combination thereof or, (f) transfer by
the Shareholders of their shares to transferees who are not
required by the Agreement to become parties to the
<PAGE>32
Agreement. Such transferees do not include corporations,
business trusts, partnerships, individuals or other persons
which or who the Shareholders know own (or as a consequence
of any transfer will own) more than 5% of the then
outstanding Class B Common Stock of the Company.
Item 7. Material to be Filed as Exhibits.
A. Agreement dated as of February 25, 1977, among
Mr. Graham and various other parties named therein.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: February 14, 1983
/s/ Donald E. Graham
---------------------------
Donald E. Graham,
Vice President
and Director of
The Washington Post Company
/s/ Katharine Graham
---------------------------
Katharine Graham,
Chairman of the Board and
Chief Executive Officer of
The Washington Post Company
<PAGE>33
Attachment C
Preliminary Note: No specific event prompted this
filing. It is submitted to reflect certain minor factual
changes that have occurred since the filing of an amended
Schedule 13D of Donald E. Graham and Katharine Graham dated
February 14, 1983. Mr. Graham and Mrs. Graham expressly
deny that these changes, either singly or in the aggregate,
have constituted "material changes" within the meaning of
Rule 13d-2(a) under the Act.
The amendments are as follows:
Item 5. Interest in Securities of the Issuer.
Interests of Mr. Graham:
Item 5 of Schedule 13D is hereby deleted in its
entirety (except as noted) and substituted by the following:
As of January 25, 1985, Mr. Graham was the benefi-
cial owner (as determined in accordance with Rule 13d-3(a),
(c) and (d) under the Act) of 3,364,289 shares of Class B
Common Stock of the Company, constituting approximately
27.5% of such shares then outstanding (as determined in
accordance with Rule 13d-3(d)(1) under the Act). Such
beneficial ownership was as set forth in paragraphs (a)
through (i) below. Except as to the extent of: (A) his
shared fiduciary voting and investment power with respect
to, and one-quarter beneficial interest in, the shares held
in the trust referred to in paragraph (e) below, (B) his
<PAGE>34
shared fiduciary investment power with respect to the shares
held in the trusts referred to in paragraph (f) below, (C)
his shared fiduciary voting and investment power with
respect to the shares held in the trusts referred to in
paragraphs (g) and (h) below and (D) his sole voting power,
under an agreement dated as of February 25, 1977, with
respect to the shares referred to in paragraph (i) below,
Mr. Graham has no beneficial interest, and expressly dis-
claims any beneficial interest, in the shares referred to in
such paragraphs (e) through (i).
(a) 3,472 shares of Class B Common Stock and
364,327 shares of Class A Common Stock, par value $1.00 per
share ("Class A Common Stock"), of the Company (Class A
Common Stock being convertible share for share into Class B
Common Stock) owned by Mr. Graham, as to which he had sole
voting and investment power.
(b) 137,251 shares of Class B Common Stock held
in a revocable trust for the benefit of Mr. Graham.
Mr. Graham, settlor, had sole voting and investment power
with respect to such shares. Mr. Graham has the right to
revoke such trust at any time.
(c) 58,561 shares of Class B Common Stock held in
a trust for the benefit of Mr. Graham. Mr. Graham, as a
trustee, shared voting and investment power with respect to
<PAGE>35
such shares with George J. Gillespie, III, the other
trustee.
(d) 84,024 shares of Class A Common Stock held in
a trust for the benefit of Mr. Graham. Mr. Graham, as a
trustee, shared investment power with respect to such shares
with Mr. Gillespie, the other trustee.
(e) 38,400 shares of Class B Common Stock and
345,600 shares of Class A Common Stock held in trusts for
the equal benefit of four persons (one of whom was
Mr. Graham) and their descendants. Mr. Graham, as a
trustee, shared voting and investment power with respect to
such shares with Mr. Gillespie and Elizabeth Graham
Weymouth, the other trustees.
(f) 168,048 shares of Class A Common Stock held
in two trusts for the benefit of others. Mr. Graham, as
trustee, shared investment power with respect to such shares
with Mr. Gillespie, the other trustee.
(g) 20,236 shares of Class B Common Stock held in
two trusts for the benefit of others. Mr. Graham, as a
trustee, shared voting and investment power with respect to
such shares with Mr. Gillespie, the other trustee.
(h) 275,770 shares of Class B Common Stock held
in a charitable trust for the benefit of others.
Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with Mrs. Graham, John W.
<PAGE>36
Sweeterman, Martin Cohen and Vincent E. Reed, the other
trustees.
(i) 1,868,600 shares of Class B Common Stock as
to which Mr. Graham had sole voting power under an agreement
dated as of February 25, 1977, as more fully described in
Item 6 below.
Interests of Mrs. Graham:
As of January 25, 1985, Mrs. Graham was the
beneficial owner (as determined in accordance with
Rules 13d-3(a), (c) and (d) under the Act) of 1,808,069
shares of Class B Common Stock of the Company, constituting
14.3% of such shares then outstanding (as determined in
accordance with Rule 13d-3(d)(1) under the Act). Such
beneficial ownership was as set forth in paragraphs (j)
through (n) below. Except as to the extent of: (A) her
sole voting power with respect to the shares held in the
trusts referred to in paragraph (l) below, (B) her sole
fiduciary voting and investment power with respect to the
shares held in the trust referred to in paragraph (m) below
and (C) her shared fiduciary voting and investment power
with respect to the shares held in the trust referred to in
paragraph (n) below, Mrs. Graham has no beneficial interest,
and expressly disclaims any beneficial interest in the
shares referred to in such paragraphs (l) through (n).
<PAGE>37
(j) 5,079 shares of Class B Common Stock and
779,803 shares of Class A Common Stock owned by Mrs. Graham,
as to which she had sole voting and investment power.
(k) 111,345 shares of Class B Common Stock held
in a revocable trust for the benefit of Mrs. Graham.
Although Mrs. Graham did not, as of January 25, 1985, and
does not now have any voting or investment power with
respect to such shares, she does have the power to revoke
such trust at any time. If such revocation were to occur,
Mrs. Graham would have sole voting and investment power with
respect to such shares.
(l) 252,072 shares of Class A Common Stock held
in three trusts for the benefit of others. Mrs. Graham had
sole voting power with respect to such shares.
(m) 38,400 shares of Class B Common Stock and
345,600 shares of Class A Common Stock held in a trust for
the benefit of others. Mrs. Graham, as a trustee, had sole
voting and investment power with respect to such shares.
(n) 275,770 shares of Class B Common Stock held
in a charitable trust for the benefit of others.
Mrs. Graham, as a trustee, shared voting and investment
power with respect to such shares with Mr. Graham,
Mr. Sweeterman, Mr. Cohen and Mr. Reed, the other trustees.
Paragraphs under the headings "Background
Information with Respect to Persons Sharing Voting and/or
<PAGE>38
Investment Power with Reporting Persons" and "Ownership on
Behalf of Other Persons" are retained as they appeared in
Schedule 13D as amended on February 14, 1983.
Transactions during the Past Sixty Days:
Neither Mr. Graham nor Mrs. Graham have effected
any transactions in Class B Stock within the past sixty
days, except as follows: As of January 3, 1985, Mr. Graham
was awarded 794 shares and Mrs. Graham was awarded 1,163
shares of such stock under the Long-Term Incentive
Compensation Plan of the Company, as reflected in paragraphs
(a) and (j) above. On January 24, 1985, Mrs. Graham made a
charitable gift of 125 shares of such stock from a revocable
trust created for her benefit, as reflected in paragraph (k)
above. On December 19, 1984, Mrs. Graham made charitable
gifts of such stock totaling 1,151 shares as reflected in
paragraph (k) above.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date:
---------------------------
Donald E. Graham,
Vice President
and Director of
The Washington Post Company
<PAGE>39
--------------------------
Katharine Graham,
Chairman of the Board and
Chief Executive Officer
The Washington Post Company
<PAGE>40
Attachment D
Preliminary Note: No specific event prompted this
filing. It is submitted to reflect certain minor factual
changes that have occurred since the filing of an amended
Schedule 13D of Donald E. Graham and Katharine Graham on
March 5, 1985.
The amendments are as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby deleted in its
entirety (except as noted) and substituted by the following:
Interests of Mr. Graham:
As of February 3, 1986, Mr. Graham was the bene-
ficial owner (as determined in accordance with
Rule 13d-3(a), (c) and (d) under the Act) of 3,214,099
shares of Class B Common Stock of the Company, constituting
approximately 27.3% of such shares then outstanding (as
determined in accordance with Rule 13d-3(d)(1) under the
Act). Such beneficial ownership was as set forth in para-
graphs (a) through (k) below. Except as to the extent of:
(A) his shared fiduciary voting and investment power with
respect to, and one-quarter beneficial interest in, the
shares held in the trust referred to in paragraph (e) below,
(B) his shared fiduciary investment power with respect to
the shares held in the trusts referred to in paragraph (f)
<PAGE>41
below, (C) his shared fiduciary voting and investment power
with respect to the shares held in the trusts referred to in
paragraphs (g) and (h) below, (D) his sole fiduciary voting
and investment power with respect to the shares held in the
trusts referred to in paragraph (i) below, (E) his sole
fiduciary voting power with respect to the shares held in
the trust referred to in paragraph (j) below, and (F) his
sole voting power, under an agreement dated as of February
25, 1977, with respect to the shares referred to in
paragraph (k) below, Mr. Graham has no beneficial interest,
and expressly disclaims any beneficial interest, in the
shares referred to in such paragraphs (e) through (k).
(a) 1,837 shares of Class B Common Stock and
291,461 shares of Class A Common Stock, par value $1.00 per
share ("Class A Common Stock"), of the Company (Class A
Common Stock being convertible share for share into Class B
Common Stock) owned by Mr. Graham, as to which he had sole
voting and investment power.
(b) 211,752 shares of Class B Common Stock held
in a revocable trust for the benefit of Mr. Graham.
Mr. Graham, settlor, had sole voting power and investment
power with respect to such shares. Mr. Graham has the right
to revoke this trust at any time.
(c) 76,011 shares of Class B Common Stock held in
a trust for the benefit of Mr. Graham. Mr. Graham, as a
<PAGE>42
trustee, shared voting and investment power with respect to
such shares with George J. Gillespie, III, the other
trustee.
(d) 67,219 shares of Class A Common Stock held in
a trust for the benefit of Mr. Graham. Mr. Graham, as a
trustee, shared investment power with respect to such shares
with Mr. Gillespie, the other trustee.
(e) 107,520 shares of Class B Common Stock and
276,480 shares of Class A Common Stock held in trusts for
the equal benefit of four persons (including Mr. Graham) and
their descendants. Mr. Graham, as a trustee, shared voting
and investment power with respect to such shares with
Mr. Gillespie and Elizabeth Graham Weymouth, the other
trustees.
(f) 134,438 shares of Class A Common Stock held
in two trusts for the benefit of others. Mr. Graham, as
trustee, shared investment power with respect to such shares
with Mr. Gillespie, the other trustee.
(g) 53,846 shares of Class B Common Stock held in
three trusts for the benefit of others. Mr. Graham, as a
trustee, shared voting and investment power with respect to
such shares with Mr. Gillespie, the other trustee.
(h) 235,770 shares of Class B Common Stock held
in a charitable trust for the benefit of others.
Mr. Graham, as a trustee, shared voting and investment power
<PAGE>43
with respect to such shares with Mrs. Graham, John W.
Sweeterman, Martin Cohen and Vincent E. Reed, the other
trustees.
(i) 20,000 shares of Class B Common Stock held in
two trusts for the benefit of others. Mr. Graham, as
trustee, had sole voting and investment power with respect
to such shares.
(j) 10,000 shares of Class B Common Stock held in
a trust for the benefit of another. Mr. Graham, as trustee,
had sole voting power with respect to such shares.
(k) 1,727,765 shares of Class B Common Stock as
to which Mr. Graham had sole voting power under an agreement
dated as of February 25, 1977, as more fully described in
Item 6 below.
Interests of Mrs. Graham:
As of February 3, 1986, Mrs. Graham was the bene-
ficial owner (as determined in accordance with
Rules 13d-3(a), (c) and (d) under the Act) of 1,552,107
shares of Class B Common Stock of the Company, constituting
13.2% of such shares then outstanding (as determined in
accordance with Rule 13d-3(d)(1) under the Act). Such
beneficial ownership was as set forth in paragraphs (l)
through (p) below. Except as to the extent of: (A) her
sole voting power with respect to the shares held in the
<PAGE>44
trusts referred to in paragraph (n) below, (B) her sole
fiduciary voting and investment power with respect to the
shares held in the trust referred to in paragraph (o) below
and (C) her shared fiduciary voting and investment power
with respect to the shares held in the trust referred to in
paragraph (p) below, Mrs. Graham has no beneficial interest,
and expressly disclaims any beneficial interest in, the
shares referred to in such paragraphs (n) through (p).
(l) 2,690 shares of Class B Common Stock and
623,842 shares of Class A Common Stock owned by Mrs. Graham,
as to which she had sole voting and investment power.
(m) 104,148 shares of Class B Common Stock held
in a revocable trust for the benefit of Mrs. Graham.
Although Mrs. Graham did not, as of February 3, 1986, and
does not now have any voting or investment power with
respect to such shares, she does have the power to revoke
such trust at any time. If such revocation were to occur,
Mrs. Graham would have sole voting and investment power with
respect to such shares.
(n) 201,657 shares of Class A Common Stock held
in three trusts for the benefit of others. Mrs. Graham had
sole voting power with respect to such shares.
(o) 107,520 shares of Class B Common Stock and
276,480 shares of Class A Common Stock held in a trust for
<PAGE>45
the benefit of others. Mrs. Graham, as a trustee, had sole
voting and investment power with respect to such shares.
(p) 235,770 shares of Class B Common Stock held
in a charitable trust for the benefit of others.
Mrs. Graham, as a trustee, shared voting and investment
power with respect to such shares with Mr. Graham,
Mr. Sweeterman, Mr. Cohen and Mr. Reed, the other trustees.
Paragraphs under the headings "Background
Information with Respect to Persons Sharing Voting and/or
Investment Power with Reporting Persons" are retained as
they appeared in Schedule 13D as amended on February 14,
1983. Paragraphs under the heading "Ownership on Behalf of
Other Persons" are retained as they appeared in Schedule 13D
as amended on February 14, 1983, except that the reference
to "paragraphs (e)-(h) and (l)-(n)" in the second line of
the first paragraph is changed to "paragraphs (e)-(j) and
(n)-(p)" and the reference to "paragraph (i)" in the fourth
line of the second paragraph is changed to "paragraph (k)".
Transactions during the Past Sixty Days:
Neither Mr. Graham nor Mrs. Graham have effected
any transactions in Class B Stock within the past sixty days
<PAGE>46
except as follows: On March 17, 1986, Mrs. Graham disposed
of 34 shares of such stock from a revocable trust created
for her benefit.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: April 16, 1986
/s/ Donald E. Graham
---------------------------
Donald E. Graham,
Vice President
and Director of
The Washington Post Company
/s/ Katharine Graham
---------------------------
Katharine Graham,
Chairman of the Board and
Chief Executive Officer of
The Washington Post Company
<PAGE>47
Attachment E
Preliminary Note: No specific event prompted this
filing. It is submitted to reflect certain minor factual
changes that have occurred since the filing of an amended
Schedule 13D of Donald E. Graham and Katharine Graham dated
April 16, 1986.
The amendments to such amended Schedule 13D are as
follows:
Item 5. Interest in Securities of the Issuer.
Interests of Mr. Graham:
The text under the heading "Interests of Mr.
Graham" in Item 5 is hereby deleted in its entirety and
substituted by the following:
As of December 31, 1986, Mr. Graham was the
beneficial owner (as determined in accordance with Rule
13d-3(a), (c) and (d) under the Act) of 3,216,699 shares of
Class B Common Stock of the Company, constituting approxi-
mately 28.0% of such shares then outstanding (as determined
in accordance with Rule 13d-3(d)(1) under the Act). Such
beneficial ownership was as set forth in paragraphs (a)
through (l) below. Except as to the extent of: (A) his
shared fiduciary voting and investment power with respect
to, and one-quarter beneficial interest in, the shares held
in the trust referred to in paragraph (e) below, (B) his
shared fiduciary investment power with respect to the shares
<PAGE>48
held in the trusts referred to in paragraph (f) below,
(C) his shared fiduciary voting and investment power with
respect to the shares held in the trusts referred to in
paragraphs (g), (h) and (k) below, (D) his sole fiduciary
voting and investment power with respect to the shares held
in the trusts referred to in paragraph (i) below, (E) his
sole fiduciary voting power with respect to the shares held
in the trust referred to in paragraph (j) below, and (F) his
sole voting power, under an agreement dated as of February
25, 1977, as extended and amended as of September 13, 1985,
with respect to the shares referred to in paragraph (l)
below, Mr. Graham has no beneficial interest, and expressly
disclaims any beneficial interest, in the shares referred to
in such paragraphs (e) through (l).
(a) 1,837 shares of Class B Common Stock and
291,461 shares of Class A Common Stock, par value $1.00 per
share ("Class A Common Stock"), of the Company (Class A
Common Stock being convertible share for share into Class B
Common Stock) owned by Mr. Graham, as to which he had sole
voting and investment power.
(b) 211,752 shares of Class B Common Stock held
in a revocable trust for the benefit of Mr. Graham.
Mr. Graham, settlor, had sole voting power and investment
power with respect to such shares. Mr. Graham has the right
to revoke such trust at any time.
<PAGE>49
(c) 76,011 shares of Class B Common Stock held in
a trust for the benefit of Mr. Graham. Mr. Graham, as a
trustee, shared voting and investment power with respect to
such shares with George J. Gillespie, III, the other
trustee.
(d) 67,219 shares of Class A Common Stock held in
a trust for the benefit of Mr. Graham. Mr. Graham, as a
trustee, shared investment power with respect to such shares
with Mr. Gillespie, the other trustee.
(e) 107,520 shares of Class B Common Stock and
276,480 shares of Class A Common Stock held in trusts for
the equal benefit of four persons (including Mr. Graham) and
their descendants. Mr. Graham, as a trustee, shared voting
and investment power with respect to such shares with
Mr. Gillespie and Elizabeth Graham Weymouth, the other
trustees.
(f) 134,438 shares of Class A Common Stock held
in two trusts for the benefit of others. Mr. Graham, as
trustee, shared investment power with respect to such shares
with Mr. Gillespie, the other trustee.
(g) 53,846 shares of Class B Common Stock held in
three trusts for the benefit of others. Mr. Graham, as a
trustee, shared voting and investment power with respect to
such shares with Mr. Gillespie, the other trustee.
<PAGE>50
(h) 235,770 shares of Class B Common Stock held
in a charitable trust for the benefit of others.
Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with Mrs. Graham, John W.
Sweeterman, Martin Cohen and Vincent E. Reed, the other
trustees.
(i) 20,000 shares of Class B Common Stock held in
two trusts for the benefit of others. Mr. Graham, as
trustee, had sole voting and investment power with respect
to such shares.
(j) 10,000 shares of Class B Common Stock held in
a trust for the benefit of another. Mr. Graham, as trustee,
had sole voting power with respect to such shares.
(k) 2,600 shares of Class B Common Stock held in
a charitable remainder unitrust for the benefit of others.
Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with Mrs. Graham and
Mr. Gillespie, the other trustees.
(l) 1,727,765 shares of Class B Common Stock as
to which Mr. Graham had sole voting power under an agreement
dated as of February 25, 1977, as extended and amended as of
September 13, 1985, as more fully described in Item 6 below.
<PAGE>51
Interests of Mrs. Graham:
The text under the heading "Interests of Mrs.
Graham" in Item 5 is hereby deleted in its entirety and
substituted by the following:
As of December 31, 1986, Mrs. Graham was the
beneficial owner (as determined in accordance with Rules
13d-(a), (c) and (d) under the Act) of 1,548,942 shares of
Class B Common Stock of the Company, constituting approxi-
mately 13.1% of such shares then outstanding (as determined
in accordance with Rule 13d-3(d)(1) under the Act). Such
beneficial ownership was as set forth in paragraphs (m)
through (r) below. Except as to the extent of: (A) her
sole fiduciary voting power with respect to the shares held
in the trusts referred to in paragraph (o) below, (B) her
sole fiduciary voting and investment power with respect to
the shares held in the trust referred to in paragraph (p)
below, and (C) her shared fiduciary voting and investment
power with respect to the shares held in the trust referred
to in paragraphs (q) and (r) below, Mrs. Graham has no
beneficial interest, and expressly disclaims any beneficial
interest in, the shares referred to in such paragraphs (o)
through (r).
(m) 2,690 shares of Class B Common Stock and
623,842 shares of Class A Common Stock owned by Mrs. Graham,
as to which she had sole voting and investment power.
<PAGE>52
(n) 98,383 shares of Class B Common Stock held in
a revocable trust for the benefit of Mrs. Graham. Although
Mrs. Graham did not, as of December 31, 1986, and does not
now have any voting or investment power with respect to such
shares, she does have the power to revoke such trust at any
time. If such revocation were to occur, Mrs. Graham would
have sole voting and investment power with respect to such
shares.
(o) 201,657 shares of Class A Common Stock held
in three trusts for the benefit of others. Mrs. Graham had
sole voting power with respect to such shares.
(p) 107,520 shares of Class B Common Stock and
276,480 shares of Class A Common Stock held in a trust for
the benefit of others. Mrs. Graham, as a trustee, had sole
voting and investment power with respect to such shares.
(q) 235,770 shares of Class B Common Stock held
in a charitable trust for the benefit of others.
Mrs. Graham, as a trustee, shared voting and investment
power with respect to such shares with Mr. Graham,
Mr. Sweeterman, Mr. Cohen and Mr. Reed, the other trustees.
(r) 2,600 shares of Class B Common Stock held in
a charitable remainder unitrust for the benefit of others.
Mrs. Graham, as a trustee, shared voting and investment
power with respect to such shares with Mr. Graham and Mr.
Gillespie, the other trustees.
<PAGE>53
Transactions During the Past Sixty Days:
The text under the heading "Transactions During
the Past Sixty Days" in Item 5 is hereby deleted in its
entirety and substituted by the following:
Neither Mr. Graham nor Mrs. Graham have effected
any transactions in Class B Common Stock within the past
sixty days except as set forth in this paragraph. A
revocable trust for the benefit of Mrs. Graham disposed of
as gifts 36 shares of such stock on December 3, 1986, 2,512
shares of such stock on December 10, 1986, 170 shares of
such stock on December 22, 1986, and 2,600 shares of such
stock on December 29, 1986. The 2,600 shares referred to in
the preceding sentence were transferred to a charitable
remainder unitrust with respect to which Mrs. Graham, Mr.
Graham and Mr. Gillespie, as trustees, share voting and
investment power. Effective January 5, 1987, Mr. Graham and
Mrs. Graham were awarded 454 shares and 666 shares,
respectively, of such stock under the Long-Term Incentive
Compensation Plan of the Company. As such awards were not
effective until after December 31, 1986, they are not
otherwise reflected in this statement.
Ownership on Behalf of Other Persons:
The text under the heading "Ownership on Behalf of
Other Persons" in Item 5 is hereby deleted in its entirety
and substituted by the following:
<PAGE>54
The beneficiaries of the trusts referred to in
paragraphs (e)-(k) and (o)-(r) above are, subject to certain
limitations contained in the agreements governing such
trusts, entitled to receive dividends from, and the proceeds
of a sale of, the shares held in the respective trusts.
The Shareholders, as such term is defined in
Item 6 below, are entitled to receive dividends from, and
the proceeds of a sale of, the shares subject to the voting
agreement referred to in paragraph (l) above and described
in Item 6 below.
Item 6: Contracts, Arrangements, Understandings on Rela-
tionships With Respect to Securities of the
Issuer.
The text of Item 6 is hereby deleted in its
entirety and substituted by the following:
Pursuant to an Agreement dated as of February 25,
1977, as extended and amended as of September 13, 1985 (the
"Agreement"), among Mr. Graham, certain companies which are
shareholders of the Company (the "Shareholders") and the
parent of the Shareholders, Berkshire Hathaway Inc.
("Berkshire"), the Shareholders have granted Mr. Graham the
sole right at any time during the term of the Agreement to
vote all shares of Class B Common Stock to which any Share-
holder at such time has title. Warren E. Buffet (a former
Director of the Company) is Chairman of the Board and
principal shareholder of Berkshire. No funds or other
<PAGE>55
consideration other than the mutual promises and agreements
of Mr. Graham, the Shareholders and Berkshire were used in
connection with the grant of such right.
Pursuant to the Agreement, the right to vote
granted to Mr. Graham shall continue in effect, subject to
extension of the term of the Agreement for additional
periods (up to 10 years each), with respect to each share of
Class B Common Stock of any Shareholder, until the earlier
of (I) February 24, 1997, and (II) the occurrence of any of
the following events: (a) transfer of such share to a
transferee that, to the transferring Shareholder's
knowledge, does not, and will not as a consequence of such
transfer, own more than 5% of the then outstanding Class B
Common Stock of the Company, (b) complete liquidation or
dissolution of the Company, (c) receipt by Mr. Graham of a
copy of an order of the Federal Communications Commission or
any court of competent jurisdiction, which order Mr. Graham
believes has become a final order from which no further
petition for review, appeal or petition for certiorari is
possible or, in the judgment of Mr. Graham, practicable,
requiring termination of the Agreement or all the powers
granted thereunder or which, in Mr. Graham's sole judgment,
makes continuance of the Agreement impracticable or harmful
to the Company or its shareholders, including the Share-
holders, (d) receipt by Mr. Graham of notice from the Board
<PAGE>56
of Directors of the Company that such Board has determined,
on advice of legal counsel, that continuance of the Agree-
ment would have an adverse effect on the business or opera-
tions of the Company or its subsidiaries, including but not
limited to their broadcast licenses, (e) the death or
physical or mental incapacity of Mr. Graham to act under the
Agreement, as determined by the Board of Directors of the
Company, or (f) the failure of Mr. Graham to own benefi-
cially a specified number of shares of Class A Common Stock
or Class B Common Stock.
Item 7: Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following
at the end thereof:
B. Extension Agreement and Amendment dated as of
September 13, 1985, among Mr. Graham and various other
parties named therein.
<PAGE>57
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: January 28, 1987
/s/ Donald E. Graham
---------------------------
Donald E. Graham
/s/ Katharine Graham
---------------------------
Katharine Graham
