SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE WASHINGTON POST COMPANY
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(Name of Issuer)
CLASS B COMMON STOCK, $1.00 PAR VALUE
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(Title of Class of Securities)
939640 10 8
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 19, 1994
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(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
(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
George J. Gillespie, III
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
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(3) SEC Use Only
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(4) Source of Funds
Not Applicable
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(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
United States
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Number of (7) Sole Voting Power 689,564
Shares Bene-
ficially (8) Shared Voting Power 1,097,243
Owned by
Each Report- (9) Sole Dispositive Power 145,643
ing Person
With (10) Shared Dispositive 1,641,164
Power
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(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
1,786,807
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
15.6
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(14) Type of Reporting Person (See Instructions)
IN
<PAGE>3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
GEORGE J. GILLESPIE, III
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
THE WASHINGTON POST COMPANY
This statement 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").
On February 9, 1979, a Schedule 13G was filed on behalf of
George J. Gillespie, III with the Securities and Exchange
Commission. The Schedule 13G was subsequently amended on
February 8, 1980, February 13, 1981, February 16, 1982,
February 19, 1982, February 4, 1983, February 7, 1985,
March 5, 1986, February 6, 1987, February 1, 1988,
February 14, 1990, February 13, 1991 and February 7, 1992
(as amended, the "Schedule 13G").
Pursuant to Rule 13d-1(d) under the Securities
Exchange Act of 1934, Mr. Gillespie is no longer eligible to
file a statement relating to his beneficial ownership of the
Class B Common Stock of the Company on Schedule 13G by
reason of the transactions described herein.
This statement is submitted to reflect changes
that have occurred since the filing of the last amendment to
Mr. Gillespie's Schedule 13G on February 7, 1992.
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 Common 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.
<PAGE>4
The Class A Common Stock, par value $1.00 per
share ("Class A Common Stock"), of the Company is
convertible on a share-for-share basis into Class B Common
Stock. Pursuant to Rule 13d-3(d), such shares of Class A
Common Stock are also covered by this statement.
Item 2. Identity and Background.
(a), (b) and (c). This statement is being filed
by George J. Gillespie, III. Since 1963, Mr. Gillespie has
been a partner at the law firm of Cravath, Swaine & Moore
whose principal office is located at 825 Eighth Avenue, New
York, N.Y. 10019. He has been a Director of the Company
since 1974 and serves as Chairman of the Finance Committee
of the Board of Directors.
(d) During the last five years, Mr. Gillespie has
not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Gillespie
has not been party to any civil proceeding of any judicial
or administrative body which subjected him 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.
(f) Mr. Gillespie is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
No shares were purchased. The method by which
Mr. Gillespie has acquired beneficial ownership of the
Class A Common Stock is described in Item 4.
Item 4. Purposes of Transaction.
Mr. Gillespie acts as a trustee for several of the
trusts established for the benefit of the Graham family.
Included among these are the Katharine Graham 1971 Trusts
for the benefit of Donald E. Graham, William W. Graham and
Stephen M. Graham and the Katharine Graham 1973 Trusts for
the benefit of Donald E. Graham, William W. Graham,
Stephen M. Graham and Elizabeth G. Weymouth.
The purpose of the transactions by which
Mr. Gillespie has acquired beneficial ownership of
<PAGE>5
additional Class A Common Stock was to assume the voting
power relinquished by Katharine Graham with respect to the
Class A Shares under the 1971 Trust and the voting and
investment power with respect to the Class A shares under
the 1973 Trust.
Under the 1973 Trusts, Mrs. Graham has resigned
as trustee. Her voting and investment power with respect to
the Class A shares thereunder has been assumed by Donald E.
Graham and Mr. Gillespie, the remaining trustees.
Under the 1971 Trusts, Mrs. Graham has also
relinquished her voting power with respect to the Class A
shares. Such voting power has been assumed by Donald E.
Graham and Mr. Gillespie, the current trustees, who already
have investment power under the 1971 Trusts. William W.
Graham also shares voting and investment power with respect
to those Class A Shares under the 1971 Trust which are held
for his benefit. Stephen M. Graham also shares voting and
investment power with respect to those Class A Shares under
the 1971 Trust which are held for his benefit.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of December 31, 1994,
Mr. Gillespie was the beneficial owner (as defined in
Rule 13d-3(a), (c) and (d) under the Securities Exchange
Act of 1934 (the "Act")) of 1,783,617 shares of Class B
Common Stock of the Company, constituting approximately
14.8% of such shares then outstanding (as determined in
accordance with Rule 13d-3(d)(1) under the Act. A
breakdown of such beneficial ownership as of December 31,
1994, is set forth in paragraphs (i) through (xv) below.
Except as to the extent of his fiduciary voting and
investment power described in paragraphs (ii) through (xv)
of this Item 5, Mr. Gillespie has no beneficial interest in
the shares held in the trusts described below in
paragraphs (ii) through (xv).
As of December 31, 1994:
(i) 6,000 shares of Class B Common Stock were
owned by Mr. Gillespie, as to which he had
sole voting and investment power.<F1>
[FN]
<F1> 4,000 shares of Class B Common Stock that were
previously held by Mr. Gillespie are now being held in a
trust for the benefit of Eileen D. Gillespie,
Mr. Gillespie's spouse. Mr. Gillespie retains neither
voting nor investment power and specifically disclaims any
beneficial interest in these shares.
<PAGE>6
(ii) 99,482 shares of Class B Common Stock were
held in three trusts for the benefit of
others; Mr. Gillespie, as a trustee under
two separate agreements dated March 4, 1971,
and August 23, 1977, respectively, shared
voting and investment power with respect to
such shares with Donald E. Graham, the other
trustee.
(iii) 544,101 shares of Class B Common Stock
were held by Mr. Gillespie as a trustee
of four trusts for the benefit of others;
Mr. Gillespie, as voting trustee under an
agreement dated September 1, 1983, had sole
voting power with respect to such shares; he
shared investment power with respect to such
shares with Morgan Guaranty Trust Company of
New York ("MGTC"), the other trustee.
(iv) 4,500 shares of Class B Common Stock were
held in a charitable remainder unitrust for
the benefit of others; Mr. Gillespie, as a
trustee under an agreement dated December 8,
1980, shared voting and investment power with
respect to such shares with Ruth M. Epstein,
the other trustee.
(v) 1,000 shares of Class B Common Stock were
held in a revocable trust for the benefit of
another; Mr. Gillespie, as a trustee under an
agreement dated April 23, 1946, shared voting
and investment power with respect to such
shares with Ruth M. Epstein and MGTC, the
other trustees.
(vi) 1,600 shares of Class B Common Stock were
held in two trusts for the benefit of others;
Mr. Gillespie, as a trustee under an
agreement dated December 20, 1968, shared
voting and investment power with respect to
such shares with MGTC, the other trustee.
(vii) 139,643 shares of Class B Common Stock were
held in a revocable trust for the benefit of
<PAGE>7
another; Mr. Gillespie, as a trustee under
an agreement dated June 24, 1939, had sole
voting and investment power with respect to
such shares. The beneficiary has the right
to revoke such trust at any time.
(viii) 135,168 shares of Class B Common Stock and
248,832 shares of Class A Common Stock, par
value $1.00 per share ("Class A Common
Stock"), of the Company (such Class A Common
Stock being convertible share for share into
Class B Common Stock at the option of the
holder thereof) were held in a trust for the
benefit of others; Mr. Gillespie, as a
trustee under an agreement dated June 25,
1969, shared voting and investment power with
respect to such shares with Elizabeth G.
Weymouth and Donald E. Graham, the other
trustees.
(ix) 181,491 shares of Class A Common Stock were
held in three trusts for the benefit of
others; Mr. Gillespie, as a trustee under an
agreement dated March 4, 1971, shared voting
and investment power with respect to such
shares with Donald E. Graham, the other
trustee. William W. Graham also shares
voting and investment power with respect to
those Class A Shares under the 1971 Trust
which are held for his benefit. Stephen M.
Graham also shares voting and investment
power with respect to those Class A Shares
under the 1971 Trust which are held for his
benefit.
(x) 248,832 shares of Class A Common Stock were
held in four trusts for the benefit of
others; Mr. Gillespie, as a trustee under an
agreement dated July 10, 1973, shared voting
power with respect to such shares with
Donald E. Graham, the other trustee.
(xi) 2,600 shares of Class B Common Stock were
held in a charitable remainder unitrust for
the benefit of others; Mr. Gillespie, as a
trustee under an agreement dated July 26,
1985, shared voting and investment power with
respect to such shares with Katharine Graham
and Donald E. Graham, the other trustees.
<PAGE>8
(xii) 25,200 shares of Class A Common Stock were
held in seven trusts for the benefit of
others; Mr. Gillespie, as a trustee under an
agreement dated November 29, 1989, shared
voting and investment power with respect to
such shares with William W. Graham, the other
trustee.
(xiii) 10,000 shares of Class B Common Stock were
held in a trust for the benefit of others;
Mr. Gillespie, as a trustee under an
agreement dated August 23, 1977, shared
voting and investment power with respect to
such shares with Donald E. Graham, the other
trustee.
(xiv) 135,168 shares of Class B Common Stock held
in trust for the benefit of others;
Mr. Gillespie, as a trustee, shared voting
and investment power with respect to such
shares with Donald E. Graham, the other
trustee.
(xv) 3,190 shares of Class B Common Stock were
held in 17 trusts for the benefit of others;
Mr. Gillespie shared voting and investment
power with respect to such shares.
Katharine Graham has been Chairman of the Board
of the Company since 1973. On May 9, 1991, she stepped down
as Chief Executive Officer, a position she had held since
1973. On September 9, 1993, she stepped down as Chairman of
the Board, a position she had held since 1973 and became
Chairman of the Executive Committee of the Board. Her
business address is 1150 15th Street, N.W., Washington, D.C.
Mrs. Graham is a citizen of the United States.
Donald E. Graham has been the President and Chief
Executive Officer of the Company since May 9, 1991 and a
Director of the Company since 1974. On September 9, 1993,
he became Chairman of the Board of the Company. He is the
son of Katharine Graham. His business address is 1150 15th
Street, N.W., Washington, D.C. Mr. Graham is a citizen of
the United States.
William W. Graham is the son of Katharine Graham.
His business address is Suite 401, 11661 San Vincente
Boulevard, Los Angeles, CA. Mr. Graham is a citizen of the
United States.
<PAGE>9
Elizabeth G. Weymouth is the daughter of Katharine
Graham. Her address is 21 E. 79th St., New York, N.Y. She
is a free-lance writer and journalist. Ms. Weymouth is a
citizen of the United States.
The Morgan Guaranty Trust Co. of New York is a
trust company with its principal business address at 9 West
57th Street, New York, N.Y.
None of the above listed persons has been
convicted in a criminal proceeding (excluding traffic
violations) during the last five years. None of the above
persons has 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 during the last five years.
(c) Effective as of October 19, 1994, Katharine
Graham resigned as trustee and thereby relinquished her
voting and investment power with respect to the 248,832
Class A Common Stock shares in the 1973 Trust for the
benefit of Donald E. Graham, William W. Graham, Stephen M.
Graham and Elizabeth G. Weymouth. Such voting power was
assumed by Donald E. Graham and Mr. Gillespie, the other
trustees.
Effective as of October 19, 1994 Mrs. Graham also
relinquished her voting power with respect to the 181,491
Class A Common Stock shares in the 1971 Trust for the
benefit of Donald E. Graham, William W. Graham and
Stephen M. Graham. Such voting power was assumed by
Donald E. Graham and Mr. Gillespie, the trustees. Such
voting power has also been assumed by William W. Graham with
respect to those Class A shares in the 1971 Trust held for
his benefit. Such voting power has also been assumed by
Stephen M. Graham with respect to those Class A shares in
the 1971 Trust held for his benefit.
(d) The beneficiaries of the trusts referred to
in paragraphs (ii) through (xv) 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.
<PAGE>10
Item 6. Contracts, Arrangements, Understandings Or
Relationships With Respect to Securities of the
Issuer.
As stated in Item 4, Mr. Gillespie acts as
trustee for several of the Graham family trusts. As such,
he typically exercises sole or shared voting power and/or
sole or shared investment power over the securities held
in such trusts.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>11
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.
Dated: February 13, 1995
-----------------------------
George J. Gillespie, III
