<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registration [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Washington Post
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
Carolyn Wright, RCI Group
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *1
_______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
*1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
_______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
(3) Filing Party:
_______________________________________________________________________
(4) Date Filed:
_______________________________________________________________________
<PAGE>
THE WASHINGTON POST COMPANY
1150 15TH STREET, N.W., WASHINGTON, D. C. 20071
March 29, 1996
TO OUR STOCKHOLDERS:
You are cordially invited to the Company's 1996 Annual Meeting of
Stockholders, which will be held in the Ninth Floor Meeting Room, The Washington
Post Building, 1150 15th Street, N.W., Washington, D.C., on Thursday, May 9,
1996, at 9:00 o'clock in the morning.
At the meeting there will be a report on the Company's activities, and
Directors will be elected for the ensuing year.
It is important that your shares be represented at the meeting. Please sign
the accompanying Proxy and return it promptly in the envelope provided. If you
plan to attend, kindly so indicate in the space provided on the Proxy.
Sincerely yours,
ALAN G. SPOON DONALD E. GRAHAM
President Chairman
<PAGE>
THE WASHINGTON POST COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS/MAY 9, 1996
The Annual Meeting of Stockholders of The Washington Post Company will be
held in the Ninth Floor Meeting Room, The Washington Post Building, 1150 15th
Street, N.W., Washington, D.C., 20071 on Thursday, May 9, 1996, at 9:00 a.m.,
Eastern Daylight Saving Time, for the following purposes:
1. To elect Directors for the ensuing year, as more fully described in the
accompanying Proxy Statement.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 11, 1996, as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting.
It is important that your shares be represented and voted at the meeting, and
you should therefore sign and return your Proxy at your earliest convenience.
By Order of the Board of Directors,
DIANA M. DANIELS, Secretary
Washington, D. C., March 29, 1996
<PAGE>
THE WASHINGTON POST COMPANY
1150 15th Street, N.W., Washington, D.C. 20071
PROXY STATEMENT
March 29, 1996
The accompanying Proxy is solicited by the Board of Directors of The
Washington Post Company (hereinafter called the "Company") for use at the Annual
Meeting of Stockholders to be held on Thursday, May 9, 1996, and at any
adjournment or adjournments thereof. A Proxy may be revoked at any time before
it is voted at the meeting. Solicitation of proxies will be made by the
Company's management through the mail, in person or by telegraph or telephone,
without additional compensation being paid to such members of the Company's
management, and the cost of such solicitation will be borne by the Company. In
addition, the Company will request brokers and other custodians, nominees and
fiduciaries to forward proxy cards and proxy soliciting material to the
beneficial owners of shares held of record by such persons, and the Company will
reimburse them for their expenses in so doing.
This Proxy Statement and the accompanying Proxy, together with a copy of the
Annual Report of the Company for the fiscal year ended December 31, 1995, are
being mailed to the stockholders on March 29, 1996. The Company has also filed
with the Securities and Exchange Commission a report on Form 10-K for such
fiscal year, a copy of which will be furnished without charge (except for
exhibits) to any stockholder upon his or her written request addressed to the
Treasurer of the Company at the address shown above. No material contained in
either of such reports is to be considered a part of the proxy soliciting
material.
As of the close of business on March 11, 1996, the record date for the Annual
Meeting, the Company had outstanding and entitled to vote 1,804,250 shares of
Class A Common Stock (hereinafter called "Class A Stock") and 9,190,964 shares
of Class B Common Stock (hereinafter called "Class B Stock"), each of which is
entitled to one vote upon all matters on which such class of stock is entitled
to vote. Only stockholders of record at the close of business on March 11, 1996,
are entitled to vote at the Annual Meeting or at any adjournment thereof.
As of the date of this Proxy Statement the only matter that the Board of
Directors expects to present to the Annual Meeting is the election of Directors
for the ensuing year. Information with respect to the principal holders of the
Class A Stock and the Class B Stock is given below.
<PAGE>
ELECTION OF DIRECTORS
A Board of fourteen Directors is to be elected, nine by the holders of Class
A Stock voting separately as a class and five by the holders of Class B Stock
voting separately as a class. All Directors will hold office until the next
Annual Meeting of Stockholders and until their respective successors shall have
been elected and shall have qualified or as otherwise provided in the By-laws of
the Company.
Each Class A Stock Proxy and each Class B Stock Proxy executed and returned
by a stockholder will be voted for the election of the respective Directors
hereinafter shown as nominees for each respective class of stock, unless
otherwise indicated on such Proxy. In the event that any nominee withdraws or
for any reason is not able to serve as a Director, the persons named in the
accompanying Proxy will either vote for such other person as the Board of
Directors may nominate or will not vote for anyone to replace such nominee. The
Board of Directors knows of no reason which would cause any nominee to be unable
to act or to refuse to accept nomination or election. Directors will be elected
by a plurality of the votes cast. Any shares not voted (whether by abstention,
broker non-vote or otherwise) have no impact on the vote.
NOMINEES FOR ELECTION BY CLASS A STOCKHOLDERS
Warren E. Buffett
Mr. Buffett, age 65, has for more than ten years been Chairman of the
Board and Chief Executive Officer of Berkshire Hathaway Inc. (insurance
underwriting, newspaper publishing and various manufacturing and marketing
activities). Mr. Buffett served as a Director of the Company between 1974
and 1986. He is a director of Berkshire Hathaway Inc., The Coca-Cola
Company, The Gillette Company, and Salomon Inc. Mr. Buffett is also a
trustee of Grinnell College, The Business Enterprise Trust and The Urban
Institute.
Martin Cohen
Mr. Cohen, age 64, is a Vice President of the Company, having served as
Vice President--Finance and Treasurer from 1975 until July 1987, when he
was elected to the Board of Directors. He is a member of the Finance
Committee of the Board. He is also a director and President of Homer News,
Inc., which publishes a weekly newspaper in Homer, Alaska, and is a member
of the Corporate Board of Children's Hospital National Medical Center. Mr.
Cohen also serves as a trustee of the Philip L. Graham Fund.
George J. Gillespie, III
Mr. Gillespie, age 65, has since 1963 been a partner in Cravath, Swaine &
Moore, which is one of several law firms retained by the Company in 1994
and 1995 and which it proposes to retain in 1996. He has been a Director
of the Company since 1974 and serves as Chairman of the Finance Committee
of the Board. Mr. Gillespie is also a director of The Fund
2
<PAGE>
American Enterprises Holdings, Inc., and the National Multiple Sclerosis
Society, a director and Chairman of the Madison Square Boys & Girls Club,
a director and Secretary-Treasurer of the John M. Olin Foundation, Inc., a
director and President of the Pinkerton Foundation. Mr. Gillespie also
serves on the boards of a number of other foundations, educational
institutions, and charitable organizations.
Donald E. Graham
Mr. Graham, age 50, has been Chairman of the Board of the Company since
September 1993 and Chief Executive Officer of the Company since May 9,
1991. Mr. Graham served as President of the Company between May 1991 and
September 1993. He is also Publisher of The Washington Post, a position he
has held since January 1979. Mr. Graham has been a Director of the Company
since 1974 and is a member of the Finance and Executive Committees of the
Board. He is the son of Katharine Graham, who is a Director and Chairman
of the Executive Committee of the Company. By virtue of his ownership of
14.5% of the outstanding Class A Stock of the Company, his right to
control the vote, as a trustee of a certain family trust, of an additional
13.8% of such stock, together with the ownership right of his mother,
Katharine Graham, of an additional 29.7% of such stock, Donald and
Katharine Graham effectively vote a total of 58.0% of the Class A shares.
Mr. Graham is a trustee of the Federal City Council and the Philip L.
Graham Fund.
Katharine Graham
Mrs. Graham, age 78, has been Chairman of the Executive Committee since
September 1993. On September 9, 1993, Mrs. Graham stepped down as Chairman
of the Board, a position she had held since 1973. Mrs. Graham and her son,
Donald Graham, effectively vote a total of 58.0% of the Class A shares
(see above). Mrs. Graham has been a Director of the Company since 1957 and
is a member of the Finance and Executive Committees of the Board. Mrs.
Graham is also a director of the Council for Aid to Education, the Philip
L. Graham Fund, and The Urban Institute, a Life Trustee of the University
of Chicago and an Honorary Trustee of The Committee for Economic
Development.
William J. Ruane
Mr. Ruane, age 70, has for more than eight years been Chairman of the
Board of Ruane, Cunniff & Co., Inc., an investment management firm, and
Sequoia Fund, Inc., a mutual fund. He was elected a Director of the
Company in September 1985 and is a member of the Audit and Finance
Committees of the Board of Directors. He is also a director of the New
York Theatre Workshop and is a trustee of the Y.W.C.A. of New York and The
Carmel Hill Fund.
3
<PAGE>
Richard D. Simmons
Mr. Simmons, age 61, has been retired since June 30, 1991; prior to his
retirement he had been President and Chief Operating Officer of the
Company for nearly ten years. Since September 1981, he has been a Director
of the Company and is a member of the Compensation Committee of the Board
of Directors. Through March 1996, Mr. Simmons served as President of
International Herald Tribune, S.A., a French publishing company owned
jointly by the Company and The New York Times Company, a position he had
held since 1989. Mr. Simmons is a director of Morgan Guaranty Trust
Company of New York, J.P. Morgan & Co. Inc., Yankee Publishing, Inc., and
Union Pacific Corporation, a member of the General Electric Investment
Corporation Equity Advisory Board, a trustee of The Phillips Collection
and a member of the Council of the White Burkett Miller Center of Public
Affairs at the University of Virginia.
Alan G. Spoon
Mr. Spoon, age 44, has been President since September 9, 1993 and Chief
Operating Officer of the Company and a Director of the Company since May
9, 1991 and is a member of the Executive and Finance Committees of the
Board. Mr. Spoon has served in various capacities with the Company since
joining in 1982 as Vice President for business development and planning.
He is a Director of the National Museum of Natural History.
George W. Wilson
Mr. Wilson, age 58, has for more than fifteen years been President and
Chief Executive Officer of Newspapers of New England, Inc., Newspapers of
New Hampshire, Inc., Newspapers of Massachusetts, Inc. and President of
the Concord Monitor, which is published in Concord, N.H. He was elected a
Director of the Company in September 1985 and serves as Chairman of the
Compensation Committee of the Board of Directors. Mr. Wilson is also a
director of The Bakersfield (California) Californian and The Associated
Press.
NOMINEES FOR ELECTION BY CLASS B STOCKHOLDERS
Daniel B. Burke
Mr. Burke, age 67, has been retired since February 1996; prior to his
retirement he had been President and Chief Executive Officer of Capital
Cities/ABC, Inc., a leading media company. He is a director of Avon
Products, Inc., Consolidated Rail Corporation, Darden Restaurants, Morgan
Stanley & Co., Inc. and Rohm & Haas Company. Mr. Burke is also a director
of United Way of New York City and International Executive Service Corp.,
a trustee of New York Blood Center and Vice Chairman of the Board of
Presbyterian Hospital in the City of New York. Mr. Burke is the brother of
James E. Burke, a Director of the Company.
4
<PAGE>
James E. Burke
Mr. Burke, age 71, is Chairman of the Partnership for a Drug-Free America.
Prior to his retirement in April 1989 he had been Chairman of the Board
and Chief Executive Officer of Johnson & Johnson, a leading manufacturer
of health care and other products. He joined the Board of Directors of the
Company in November 1989 and is a member of the Finance and Compensation
Committees of the Board. Mr. Burke is a trustee of the Robert Wood Johnson
Foundation, a director of the Center on Addiction and Substance Abuse, and
Chairman of the Business Enterprise Trust. He also serves on the boards of
a number of other foundations, councils and charitable organizations. Mr.
Burke is the brother of Daniel B. Burke, a nominee for election by Class B
Stockholders.
Ralph E. Gomory
Mr. Gomory, age 66, has since 1989 been President of the Alfred P. Sloan
Foundation, a charitable foundation. Before assuming his present position
he had served for thirty years with IBM Corporation, where he was Senior
Vice President for Science and Technology from 1986 to 1989 after having
been Senior Vice President and Director of Research since 1970. He became
a Director of the Company in July 1989 and is a member of the Audit
Committee of the Board. In addition he is a director of Ashland Oil, Inc.,
Lexmark International, Inc., Polaroid Corporation and The Bank of New
York. Mr. Gomory is also a member of the National Academy of Sciences and
the National Academy of Engineering.
Donald R. Keough
Mr. Keough, age 69, has been Chairman of Allen & Company Incorporated
since April 1993 following his retirement as President, Chief Operating
Officer and a director of The Coca-Cola Company, a major international
beverage company. He has been a Director of the Company since 1989 and is
a member of the Audit Committee of the Board. He is also a director of
National Services Industries, Inc., The Home Depot, Inc., McDonald's
Corporation and H.J. Heinz Company. Mr. Keough is also a trustee of the
University of Notre Dame, Morehouse School of Medicine and St. Joseph's
Hospital Foundation, a director of Special Olympics and serves on the
boards of a number of other educational institutions and charitable
organizations.
Barbara Scott Preiskel
Mrs. Preiskel, age 71, has been an attorney in private practice since
March 1983, when she retired as Senior Vice President and General Counsel
of the Motion Picture Association of America, Inc., a position she had
held since December 1977. She was elected a Director of the Company in
September 1985 and is Chairman of the Audit Committee of the Board of
Directors. Mrs. Preiskel is also a director of American Stores Company,
General Electric Company, Massachusetts Mutual Life Insurance Co. and
Textron Inc., serves as a trustee of Tougaloo College and Wellesley
College, and is a director of the American Museum of the Moving Image.
5
<PAGE>
The standing committees of the Board include an Audit Committee, a
Compensation Committee, an Executive Committee and a Finance Committee. The
Board does not have a nominating committee.
The Audit Committee recommends the independent accountants appointed by the
Board to audit the consolidated financial statements of the Company, which
includes an inspection of the books and accounts of the Company, and reviews
with such accountants the scope of their audit and their report thereon,
including any questions and recommendations that may arise relating to such
audit and report or the Company's internal accounting and auditing procedures.
The Audit Committee met twice in 1995.
The Compensation Committee considers and approves the Company's incentive
compensation and bonus programs, and specifically approves all salaries of
$150,000 or more per year, all incentive compensation awards and all other
bonuses (other than sales bonuses) of $5,000 or more, and also awards stock
options. During 1995 the Committee held three meetings.
The Executive Committee has and may exercise all of the powers of the Board
delegable by law in the management of the business and affairs of the Company.
During 1995 the Executive Committee met five times.
The Finance Committee considers and makes recommendations to the Board
relating to dividend policy, major acquisitions and dispositions of businesses,
incurrence of indebtedness, selection of managers of defined benefit plan
assets, stock repurchase programs and certain other financial matters. The
Finance Committee met once in 1995.
During 1995 the Board held six regular bi-monthly meetings. Each of the
persons nominated by the Board for election as a Director and who served as a
Director in 1995 attended at least 75% of the aggregate of the total number of
meetings held during 1995 of the Board and of the committees on which he or she
served.
Compensation of Directors
The only Directors of the Company who are compensated for serving in that
capacity are those who are not employees of the Company or its subsidiaries.
Each such person receives an annual fee of $35,000 for service as a Director and
an additional $5,000 for service as chairman of a committee of the Board. The
Company reimburses all such Directors for their expenses incurred in attending
Board and committee meetings.
In July 1994, the Company extended its agreement with Mr. Richard D. Simmons,
a Director of the Company through March 31, 1996, under which Mr. Simmons
provides consulting and other services to the Company (see page 26).
6
<PAGE>
Stockholder Proposals
The Securities and Exchange Commission requires the Company to submit to a
vote at its annual meetings, and to include in its proxy materials for such
meetings, stockholder proposals meeting the requirements of the Commission's
proxy rules if such proposals are submitted in a timely fashion by stockholders
entitled to vote thereon. Eligible proposals intended to be submitted to the
Company's annual meeting to be held in 1997 must be received by the Secretary of
the Company at its offices in Washington, D.C., no later than November 29, 1996.
Holders of Class B Stock are entitled to vote only for the election of 30% of
the members of the Board of Directors (and, if required by the rules of the New
York Stock Exchange, on management proposals to reserve shares for stock options
or to acquire the stock or assets of other companies under certain
circumstances). In accordance with the rules of the Securities and Exchange
Commission, proposals submitted on other matters by holders of Class B Stock
have not been and will not be included in the Company's proxy materials for
annual meetings.
Stock Holdings of Certain Beneficial Owners and Management
The information in the following two tables relates to each person who on
February 1, 1996, was a "beneficial owner" (as defined under the proxy rules of
the Securities and Exchange Commission) of more than 5% of the Company's Class A
or Class B Stock. Under the proxy rules a person is deemed to be the "beneficial
owner" of stock if such person has (or shares) either investment power or voting
power over such stock, or has (or shares) the right to acquire such stock within
60 days by any of a number of means, including the conversion of another
security which is convertible into such stock. A substantial number of shares of
the Company's Class A and Class B Stock is held in trusts or subject to other
agreements which provide for the sharing of investment power, voting power or
both among several persons, each of whom is deemed by the Securities and
Exchange Commission to be a "beneficial owner" of the shares so held.
Furthermore, in many cases such persons do not include the beneficiary of the
trust who, although not deemed to be a "beneficial owner" in the absence of
voting or investment power over the shares, is nevertheless shown below as a
beneficial owner because of the beneficiary's economic interest in the shares.
In addition, since all the shares of Class A Stock are convertible at the option
of the holder into Class B Stock on a share-for-share basis, each "beneficial
owner" of shares of Class A Stock is deemed by the Securities and Exchange
Commission to be a "beneficial owner" of the same number of shares of Class B
Stock; in indicating below a person's "beneficial ownership" of shares of Class
B Stock it has been assumed that such person has converted into Class B Stock
all shares of Class A Stock of which such person is a "beneficial owner". For
these reasons there is very substantial duplication in the numbers of shares and
percentages shown in the following table.
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<PAGE>
Principal Holders of Stock
Shares(%)
Name and Address of ----------------------------------
Beneficial Owner Class A Stock Class B Stock*
------------------ --------------- ---------------
Katharine Graham(a)(i)
2920 R Street, N.W.
Washington, D.C. ...................... 536,257(29.7%) 884,724(8.0%)
Donald E. Graham(b)(i)
3110 Newark Street, N.W.
Washington, D.C. ...................... 941,469(52.2%) 3,490,572(31.7%)
William W. Graham(c)(i)
Suite 401
11661 San Vincente Blvd.
Los Angeles, California ............... 292,627(16.2%) **
Stephen M. Graham(d)(i)
18 E. 78th Street
New York, N.Y. ........................ 309,889(17.2%) **
Elizabeth G. Weymouth(e)(i)
21 East 79 Street
New York, N.Y. ........................ 404,874(22.4%) 580,834(5.3%)
George J. Gillespie, III(f)(i)
Sterling Road
Harrison, N.Y. ........................ 455,523(25.2%) 1,313,944(11.9%)
Berkshire Hathaway Inc.(g)
1440 Kiewit Plaza
Omaha, Nebraska ....................... -- 1,727,765(15.7%)
Morgan Guaranty Trust Company
of New York(h)
9 West 57th Street
New York, N.Y. ........................ -- 534,101(4.9%)
Southeastern Asset Management, Inc. (j)
6075 Poplar Avenue, Suite 900
Memphis, Tennessee 38119............... -- 594,951(5.4%)
________________
* The calculations set forth in this table relating to percentage ownership of
Class B Stock include 1,804,250 shares of Class B Stock issuable upon
conversion of shares of Class A Stock beneficially owned.
** Less than five percent. (Footnotes continued on following page)
8
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(Footnotes continued from preceding page)
(a) According to information as of February 1, 1996, and available to the
Company, Mrs. Graham has voting and investment power with respect to shares
of Class A Stock as follows: sole voting power, 536,257 (29.7%) shares, and
sole investment power, 536,257 (29.7%) shares. Mrs. Graham also has voting
and investment power with respect to shares of Class B Stock as follows:
shared voting power, 209,370 (1.9%) shares, and shared investment power,
209,370 (1.9%) shares. In addition Mrs. Graham, as the beneficiary of a
revocable trust, is deemed the beneficial owner of 139,097 (1.3%) shares of
Class B Stock. Mrs. Graham is also deemed the beneficial owner of 536,257
(4.9%) shares of Class B Stock issuable upon conversion of shares of Class A
Stock beneficially owned by her.
(b) According to information as of February 1, 1996, and available to the
Company, Mr. Donald Graham has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 262,314 (14.5%)
shares, sole investment power, 262,314 (14.5%) shares, shared voting power,
679,155 (37.6%) shares, and shared investment power, 679,155 (37.6%) shares.
Mr. Graham also has voting and investment power with respect to shares of
Class B Stock as follows: sole voting power, 1,957,442 (17.8%) shares, sole
investment power 229,677 (2.1%) shares, shared voting power 556,691 (5.1%)
shares, and shared investment power, 556,691 (5.1%) shares. The holdings of
Class B Stock recorded for Mr. Graham includes 35,000 shares held by Mr.
Graham's wife, in which he disclaims beneficial ownership, and 941,469
(8.6%) shares issuable upon conversion of shares of Class A Stock
beneficially owned by Mr. Graham. The holdings of Class B Stock recorded for
Mr. Graham also include shares of Class B Stock owned by subsidiaries of
Berkshire Hathaway, Inc., which have the sole investment power of the
shares; sole voting power is held by Mr. Donald Graham under an agreement
dated as of February 25, 1977, and amended and extended on September 13,
1985, which has a termination date (which may be extended) of February 24,
1997.
(c) According to information as of February 1, 1996, and available to the
Company, Mr. William Graham has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 82,514 (4.6%) shares,
sole investment power, 82,514 (4.6%), shared voting power, 85,697 (4.7%)
shares, and shared investment power, 85,697 (4.7%) shares. In addition, Mr.
William Graham, as the beneficiary of trusts even though he has no voting or
investment power with respect thereto, is deemed to be the beneficial owner
of 124,416 (6.9%) shares of Class A Stock. The holdings of Class B Stock
recorded for Mr. Graham, including shares issuable upon conversion of shares
of Class A Stock beneficially owned by Mr. Graham, are less than five
percent.
(d) According to information as of February 1, 1996, and available to the
Company, Mr. Stephen Graham has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 124,976 (6.9%)
shares, sole investment power, 124,976 (6.9%) shares, shared voting power,
60,497 (3.4%) shares and shared investment power, 60,497 (3.4%) shares. In
addition, Mr. Stephen Graham, as the beneficiary of trusts even though he
has no voting or investment power with respect thereto, is deemed to be the
beneficial owner of 124,416 (6.9%) shares of Class A Stock. The holdings of
Class B Stock recorded for Mr. Graham, including shares issuable upon
conversion of shares of Class A Stock beneficially owned by Mr. Graham, are
less than five percent.
(e) According to information as of February 1, 1996, and available to the
Company, Mrs. Weymouth has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 93,834 (5.2%) shares,
sole investment power, 93,834 (5.2%) shares, shared voting power, 248,832
(13.8%) shares, and shared investment power, 248,832 (13.8%) shares. In
addition Mrs. Weymouth, as the beneficiary of a trust even though she has no
voting or investment power with respect thereto, is deemed the beneficial
owner of 62,208 (3.4%) shares of Class A Stock. Mrs. Weymouth also has
voting and investment power with respect to shares of Class B Stock as
follows: sole voting power, 20,000 ( ( shared investment power, 135,168
(1.2%) shares. In addition, Mrs. Weymouth, as the beneficiary of a trust
even though she has no voting or investment power with respect thereto, is
deemed the beneficial owner of 20,792 ( B Stock. Mrs. Weymouth is also
deemed the beneficial owner of 404,874 (3.7%) of Class B Stock issuable upon
conversion of shares of Class A Stock beneficially owned by her.
(Footnotes continued on following page)
9
<PAGE>
(Footnotes continued from preceding page)
(f) According to information as of February 1, 1996, and available to the
Company, Mr. Gillespie, as trustee of various trusts, has voting and
investment power with respect to shares of Class A Stock as follows: shared
voting power, 455,523 (25.2%) shares, and shared investment power, 455,523
(25.2%) shares. In addition, Mr. Gillespie has voting and investment power
with respect to shares of Class B Stock as follows: sole voting power,
619,598 (5.6%) shares, sole investment power, 149,097 (1.4%) shares, shared
voting power, 234,823 (2.1%) shares, and shared investment power, 709,324
(6.5%) shares. The holdings of Class B Stock recorded for Mr. Gillespie
include 4,000 shares held in trust for the benefit of Mr. Gillespie's wife,
in which shares he disclaims any beneficial interest, and 455,523 (4.1%)
shares issuable upon conversion of shares of Class A Stock deemed to be
beneficially owned by Mr. Gillespie, as trustee of various trusts.
(g) According to information as of February 1, 1996, and available to the
Company, Berkshire Hathaway, Inc. ("Berkshire") was the beneficial owner of
1,727,765 (15.7%) shares of Class B Stock. The ownership of these shares is
through several subsidiaries of Berkshire. Mr. Warren E. Buffett is Chairman
of the Board of Berkshire. Mr. Buffett, his wife and a trust of which Mr.
Buffett is a trustee, but in which he has no economic interest, own
approximately 43.3% of the outstanding shares of Berkshire and Mr. Buffett
may be deemed to be in control of Berkshire under Federal securities laws.
With respect to shares of Class B Stock owned by subsidiaries of Berkshire,
Mr. Buffett, Berkshire and such subsidiaries may be considered to share
investment power. Pursuant to an agreement dated as of February 25, 1977 and
amended and extended on September 13, 1985 (which has a termination date
(which may be extended) of February 24, 1997), Mr. Buffett, Berkshire and
such subsidiaries have granted Mr. Donald Graham a proxy to vote such shares
in his discretion.
(h) According to information as of February 1, 1996, and available to the
Company, Morgan Guaranty Trust Company of New York ("Morgan"), was the
beneficial owner of 534,101 (4.9%) shares of Class B Stock. This number
includes shares of Class B Stock as to which Morgan has or shares voting and
investment power as follows: sole voting power, 21,810 (<1%) shares, sole
investment power, 29,310 (<1%) shares, shared voting power, 28,790 (<1%)
shares, and shared investment power, 504,791 (4.6%) shares.
(i) According to information as of February 1, 1996, and available to the
Company, Mr. Donald Graham, Mrs. Weymouth, and Mr. Gillespie share voting
and investment power over 248,832 (13.8%) shares of Class A Stock; Mr.
Gillespie and Mr. William Graham share voting and investment power over
25,200 (1.4%) shares of Class A Stock; Mr. Gillespie, Mr. William Graham and
Mr. Donald Graham share voting and investment power over 60,497 (3.4%)
shares of Class A Stock; Mr. Gillespie, Mr. Stephen Graham and Mr. Donald
Graham share voting and investment power over 60,497 (3.4%) shares of Class
A Stock; Mr. Donald Graham and Mr. Gillespie share voting and investment
power over 60,497 (3.4%) shares of Class A Stock; Mr. Donald Graham, Mrs.
Weymouth and Mr. Gillespie share voting and investment power over 135,168
(1.2%) shares of Class B Stock; Mr. Donald Graham and Mr. Gillespie share
voting and investment power over 79,995 (7.3%) shares of Class B Stock; Mr.
Donald Graham, Mrs. Graham and Mr. Gillespie share voting and investment
power of 2,600 ( Donald Graham and Mrs. Graham share voting and investment
power over 206,770 (1.9%) shares of Class B Stock held by the Philip L.
Graham Trust; and Mr. Gillespie and Morgan share investment powers over
477,101 (4.3%) shares of Class B Stock.
(j) According to information as of February 1, 1996, and available to the
Company, Southeast Asset Management, Inc. ("Southeast"), was the beneficial
owner of 594,951 (5.4%) shares of Class B Stock. This number includes shares
of Class B Stock to which Southeast has or shares voting and investment
power as follows: sole voting power, 403,401 (3.7%) shares, sole investment
power, 429,401 (3.9%) shares and shared voting and investment power, 158,300
(1.4%) shares.
10
<PAGE>
The table below, which is based upon information furnished to the Company by
its Directors and officers, shows as of February 1, 1996, for each person
nominated for election as a Director, and for all Directors and executive
officers of the Company as a group, the number of shares of each class of Common
Stock "beneficially owned" (as defined in the Securities and Exchange
Commission's proxy rules) and, in the case of each nominee for election as a
Director, the nature of such "beneficial ownership". For the reasons set forth
in the first paragraph of this section of the Proxy Statement, there is very
substantial duplication in the numbers of shares and percentages shown in the
following table.
Holdings of Directors and Officers***
<TABLE>
<CAPTION>
Shares (%)
-------------------------
Class A Class B(g)
------- ----------
<S> <C> <C>
Warren E. Buffett****............................ -- 1,727,765(15.7%)
Daniel B. Burke.................................. 500*
James E. Burke................................... -- 1,000*
Martin Cohen(a)(f)............................... -- 228,075(2.1%)
George J. Gillespie, III**....................... 455,523(25.2%) 1,313,944(11.9%)
Ralph E. Gomory.................................. -- 1,000*
Donald E. Graham**(f)............................ 941,469(52.2%) 3,490,572(31.5%)
Katharine Graham**(f)............................ 536,257(29.7%) 884,724(8.0%)
Donald R. Keough................................. -- 500*
Barbara Scott Preiskel........................... -- 300*
William J. Ruane(b).............................. -- 21,677*
Richard D. Simmons(c)............................ -- 12,913*
Alan G. Spoon(d)................................. -- 22,591*
George W. Wilson................................. -- 200*
All Directors and executive officers as a group,
eliminating duplications......................... 1,502,926(83.3%) 4,779,497(43.5%)(e)
______________
<FN>
* Less than one percent.
** See Table of "Principal Holders of Stock" on page 8.
*** Unless otherwise indicated, the Directors and officers listed below have
sole voting and investment power with respect to such securities.
**** With respect to voting securities which may be beneficially owned by
Mr. Buffett, see footnote (g) on page 10.
(Footnotes continued on following page)
11
<PAGE>
(Footnotes continued from preceding page)
(a) According to information as of February 1, 1996, and available to the
Company, this number includes shares of Class B Stock as to which Mr. Cohen
has voting and investment powers as follows: sole voting power, 21,305 (
sole investment power, 21,305 ( power, 206,770 (2.0%) shares, and shared
investment power, 206,770 (2.0%) shares.
(b) According to information as of February 1, 1996, and available to the
Company, this number includes shares of Class B Stock as to which Mr. Ruane
has voting and investment power as follows: sole voting power, 20,749 ( and
sole investment power, 21,649 ( addition this number includes 20 shares
owned by Mr. Ruane's daughter and 8 shares owned by Mr. Ruane's son, in
which shares he disclaims any beneficial interest.
(c) This number includes 10,000 shares of Class B Stock as to which Mr. Simmons
has a right to acquire on or before April 1, 1996, by exercise of stock
options.
(d) This number includes 18,000 shares of Class B Stock as to which Mr. Spoon
has a right to acquire on or before April 1, 1996, by exercise of stock
option.
(e) This number includes 1,502,926 shares of Class B Stock issuable upon
conversion of shares of Class A Stock "beneficially owned" by Directors and
officers and 35,875 shares of Class B Stock which Directors and officers
have the right to purchase on or before April 1, 1996 pursuant to stock
options; it does not include 200,634 shares of Class B Stock held as of
February 1, 1996 by the trustee of various savings plans maintained by the
Company and its business units over which the trustee has voting and
investment powers.
(f) In addition to the information set forth in footnote (i) in the Table of
"Principal Holders of Stock", Mr. Cohen also shares with Mr. Donald Graham
and Mrs. Graham voting and investment power over 206,770 (2.0%) shares of
Class B Stock in connection with the Philip L. Graham Fund.
(g) Includes 1,804,250 shares of Class B Stock issuable upon conversion of
shares of Class A Stock beneficially owned.
</FN>
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the New York Stock Exchange initial reports of
ownership and reports of changes in ownership of Class B Common Stock.
To the Company's knowledge, based solely on a review of such reports and on
information furnished to the Company and written representations that no other
reports were required, during the fiscal year ended January 1, 1996, all
applicable Section 16(a) filing requirements were complied with.
12
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the compensation paid by the Company and its
subsidiaries during 1995, 1994 and 1993 to each of the chief executive officer
and the four most highly compensated executive officers of the Company.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
Other Awards Payouts
annual Restricted Securities All other
Name and compensa- stock Underlying LTIP compensa-
principal position Year Salary ($) Bonus($) tion($) award(s)($)(2) Options(#) payouts($) tion($)(5)
- ------------------ ---- ---------- -------- ------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald E. Graham . 1995 $399,996 -- -- $133,170 -- $ 450,726 $ 7,800
Chief Executive 1994 399,996 -- -- -- -- -- 7,800
Officer 1993 399,996 -- -- 125,966 -- 79,642 11,792
Alan G. Spoon...... 1995 467,499 $362,780 -- 112,143 -- 525,240 24,310
President and
Chief 1994 429,996 323,145 -- -- -- -- 22,360
Operating Officer 1993 380,004 237,500 103,626 -- 52,503 19,263
Richard M.
Smith((1))........ 1995 325,000 200,000 -- 91,358 -- 417,450 17,875
President 1994 310,000 90,000 -- -- -- 361,950 17,050
Newsweek, Inc. 1993 298,808 130,000 -- 85,822 -- 47,397 16,434
G. William
Ryan((1))......... 1995 327,000 251,790 -- 91,358 2,000 621,950 13,080
President 1994 309,998 923,000 (3)$135,032(4) -- -- 1,560,000 12,501
Post-Newsweek 1993 298,750 239,000 -- 85,822 -- 79,642 11,950
Stations, Inc.
John B. Morse,
Jr................ 1995 263,335 183,912 -- 67,673 -- 220,800 13,693
Vice President and 1994 243,333 164,579 -- -- -- -- 7,864
Chief Financial 1993 223,333 125,625 -- 63,839 -- 35,548 11,578
Officer
Martin Cohen....... 1995 172,800 120,684 -- 40,604 -- 244,320 8,986
Vice President 1994 160,000 108,216 -- -- -- -- --
1993 160,000 160,000 -- 38,898 -- 52,503 8,714
Beverly R. Keil ... 1995 232,500 144,336 -- 51,479 -- 126,000 12,090
Vice President 1994 207,500 124,749 -- -- -- -- 7,818
1993 177,500 88,750 -- 48,508 -- 27,056 9,009
____________
<FN>
(1) Until May 1995, also an executive officer of the Company.
(2) The numbers in this column represent the dollar value of the restricted
stock awarded to the named executive in the relevant fiscal year. As of the end
of fiscal 1995, the Chief Executive Officer and the other named executives had
the following aggregate restricted stock holdings: Mr. Graham--1,102 shares,
$310,489; Mr. Spoon--918 shares, $258,647; Mr. Smith--754 shares, $212,440; Mr.
Ryan--754 shares, $212,440; Mr. Morse--559 shares, $157,498; Mr. Cohen--338
shares, $95,232; and Mrs. Keil--425 shares, $119,744. Dividends are paid on
restricted stock and are the same as dividends on non-restricted stock.
13
<PAGE>
(3) This amount includes a special deferred compensation credit of $675,000.
(4) This amount includes $112,940 in relocation allowances and tax gross ups
and $22,092 in country club fees.
(5) Contributions to 401(k) savings plans and the Supplemental Executive
Retirement Plan ("SERP") constitute "all other compensation" for 1995 as
follows: Mr. Graham--$7,800 in Company contributions to 401(k) plan; Mr.
Spoon--$7,800 in Company contributions to 401(k) plan and $16,510 in Company
credits to SERP account; Mr. Smith--$8,250 in Company contributions to 401(k)
plan and $9,625 in Company credits to SERP account; Mr. Ryan--$6,000 in Company
contributions to 401(k) plan and $7,080 in Company credits to SERP account; Mr.
Morse--$7,800 in Company contributions to 401(k) plan and $5,893 in Company
credits to SERP account; Mr. Cohen--$7,800 in Company contributions to 401(k)
plan and $1,186 in Company credits to SERP account; Mrs. Keil--$7,800 in Company
contributions to 401(k) plan and $4,290 in Company credits to SERP account.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Options Grants in Last Fiscal Year
- -------------------------------------------------------------------------------
Individual Grants
- -------------------------------------------------------------------------------Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option Term
----------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise of
Option Employees Base Price Expiration
Name Granted (#) in Fiscal Year ($/Sh) Date 5%($) 10%($)
- ---- ----------- -------------- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Donald E. Graham . -- -- -- -- -- --
Alan G. Spoon..... -- -- -- -- -- --
Richard Smith* ... -- -- -- -- -- --
G. William Ryan* . 2,000 25% $298.75 12/07/05 $375,360 $952,261
John B. Morse,
Jr................ -- -- -- -- -- --
Martin Cohen...... -- -- -- -- -- --
Beverly R. Keil .. -- -- -- -- -- --
<FN>
*Until May 1995, also an executive officer of the Company.
</FN>
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises n Last Fiscal Year
and FY-End Option Values
Value of
Number of unexercised
unexercised in-the-money
options at options at
fiscal year-end fiscal year-end
(#) ($)
Shares --------------- ---------------
acquired on Value Exercisable/ Exercisable/
Name exercise(#) Realized($) unexercisable unexercisable
---- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Donald E. Graham . -- -- -- --
Alan G. Spoon..... -- -- 18,000/50,000(1) $1,049,125/$0
Richard M. Smith*. -- -- 7,000/0 $408,938/$0
G. William Ryan* . -- -- 6,500/2,500 $287,750/$27,750
John B. Morse, Jr. -- -- 2,625/325 $177,985/$7,116
Martin Cohen...... -- -- -- --
Beverly R. Keil .. -- -- 2,750/250 $143,250/$13,875
______________
<FN>
* Until May 1995, also an executive officer of the Company.
(1) Of Mr. Spoon's unexercised options, one option is for 50,000 shares of
Class B Stock at a price of $318.50 (compared to a mean market price of
$178.1875 on December 19, 1991, the date on which the option was granted), which
does not become exercisable until June 30, 1999.
</FN>
</TABLE>
Long-Term Incentive Plan -- Awards in Last Fiscal Year(1)
Performance
or other period Estimated Future Payouts under
until Non-stock Price-Based Plans(2)
Number of maturation ---------------------------------
Name units or payout Threshold Target Maximum
---- ----- --------- --------- ------ -------
Donald E. Graham . 6,402 1/3/99 $346,796 $640,200 $1,173,679
Alan G. Spoon ... 5,394 1/3/99 292,193 539,400 988,882
Richard M. Smith*. 4,392 1/3/99 219,600 439,200 768,600
G. William Ryan* . 4,392 1/3/99 329,400 439,200 768,600
John B. Morse, Jr. 2,168 1/3/99 117,441 216,800 397,459
Martin Cohen...... 1,318 1/3/99 71,396 131,800 241,629
Beverly R. Keil .. 1,236 1/3/99 66,954 123,600 226,596
*Until May 1995, also an executive officer of the Company.
(Footnotes continued on following page)
15
<PAGE>
(Footnotes continued from preceding page)
(1) On December 8, 1994, the Compensation Committee of the Board of Directors
approved grants of Performance Units effective January 2, 1995, under the
Company's Long-Term Plan for the 1995-1998 Award Cycle to various key employees
of the Company, including the Chief Executive Officer and the four most highly
compensated executive officers as set forth in the table. The payout
opportunities will be based on the financial performance of the participant's
operating division as compared to that of a peer group of businesses in the case
of Mr. Ryan and on the achievement of financial performance targets in the case
of Mr. Smith. The payout opportunities for Messrs. Graham, Spoon, Morse, and
Cohen and Ms. Keil are based on the simple average of the earned payouts for the
major operating divisions of the Company (66.6% weighting), and the Company's
total shareholder return during the Award Cycle compared to total shareholder
returns of peer companies (33.3% weighting).
(2) With regard to the threshold, target and maximum amounts, for Mr. Smith
to receive a threshold payment of $219,600, a target payment of $439,200 or
maximum payment of $768,600, Newsweek will have to achieve a specified
percentage (corresponding to the payment level) of the operating income goal for
the period 1995-98. For Mr. Ryan to receive a threshold payment of $329,400, a
target payment of $439,200 or a maximum payment of $768,600, Post-Newsweek
Stations' cash flow margins will have to rank at certain designated percentiles
(corresponding to the payment level) among the cash flow margins of a group of
peer companies during the duration of the award cycle. Payout values of Units
awarded to Messrs. Graham, Spoon, Morse, Cohen, and Ms. Keil will be based on
the weighted average of the payout values earned by each of the Company's four
major operating divisions (66.6% weighting) and the Company's total shareholder
return during the Award Cycle compared to total shareholder returns of peer
companies (33.3% weighting).
Retirement Plans
Basic Plans. Most employees of the Company and its Newspaper, Magazine and
Broadcasting Divisions, including the individuals identified in the table on
page 13, are eligible to participate (subject to minimum service requirements)
in one or another of the defined benefit retirement plans maintained by the
Company and those Divisions. Benefits under these basic plans are determined on
the basis of base salary only, exclusive of all bonuses, deferred compensation
and other forms of remuneration. The Company and each of its business units also
maintain 401(k) savings plans in which most employees are eligible to
participate (subject to minimum service requirements).
Supplemental Executive Retirement Plan. All amounts over $120,000 that would
otherwise be payable under a basic defined benefit retirement plan are currently
subject to reduction because of the annual pension limitation imposed by the Tax
Equity and Fiscal Responsibility Act of 1982, although the extent of such
reductions may vary in individual cases depending on circumstances existing at
the time retirement payments commence. In addition, the Omnibus Budget
Reconciliation Act of 1993 provides that starting in 1994, with certain
exceptions, defined benefit pension benefits and defined contribution plan
benefits payable by tax-qualified plans may not be based on annual compensation
exceeding $150,000, as indexed.
To offset these limitations on retirement benefits, the Company adopted
effective January 1, 1989, an unfunded Supplemental Executive Retirement Plan
(the "SERP") which is patterned after similar plans adopted by many other
companies. Under the Company's SERP there will be
16
<PAGE>
calculated for certain participating executives (including the executive
officers included in the table on page 13) a "supplemented normal retirement
benefit", which will be determined under the rules of the applicable qualified
defined benefit retirement plan, but without reference to either of the
above-mentioned limitations and will also include in earnings not only base
salary (as in the past) but also bonuses under the Annual Incentive Compensation
Plan. The SERP also provides a supplemental defined contribution plan benefit,
which is equal to the applicable company matching contribution percentage times
the participating executive's base salary that is in excess of the annual
covered compensation limit with respect to qualified plan benefits. The
executive is required to make contributions to the SERP in order to receive the
applicable matching company credit each year. Starting in 1994, a number of
other management employees (not including the executive officers included in the
table on page 13) became participants under the Company's SERP with respect to
the supplemental normal retirement benefit only. For these participants, the
supplemented normal retirement benefits will be determined without reference to
either of the above-mentioned limitations, but will include in earnings only
base salary and not bonuses. In each case in which a retiring executive's
supplemented normal retirement benefit exceeds the benefit payable by the
retirement plan or plans in which the executive has participated, the Company
will pay such excess amount to him or her as a supplemental retirement benefit.
Participation in the SERP is determined by the Compensation Committee of the
Board of Directors, which has designated as participants a number of senior
executives including all those named in the table on page 13 (except that Mr.
Graham, who has elected not to participate in savings plan features of the SERP,
will be covered only by the retirement plan features of the SERP described
above).
As of December 31, 1995, Mr. Graham had 22 years of service under the Company
plan, Mr. Spoon had 14 years of service under the Company plan, Mr. Cohen had 25
years of service under the Company plan and 3 years of service under the
Newsweek plan, Mr. Morse had 7 years of service under the Company plan, Ms. Keil
had 13 years of service under the Company plan and 3 years of service under the
Post-Newsweek Stations plan, Mr. Ryan had 22 years of service under the
Post-Newsweek Stations plan and Mr. Smith had 25 years of service under the
Newsweek plan.
17
<PAGE>
The following tables show the estimated annual benefits payable upon
retirement at age 65 to persons in specified remuneration and years-of-service
classifications who participate in both the basic retirement plans and the SERP
(which includes all the individuals identified in the table on page 13):
Pension Plan Tables
- --------------------------------------------------------------------------------
Estimated Annual Pension (Computed as
Straight Life Annuity) for
Covered Representative Years of Credited Service
Compensation -----------------------------------------------------------
- ------------------
COMPANY PLAN(a)(c) 10 15 20 25 30 35
- ------------------ -- -- -- -- -- --
$300,000....... $ 54,000 $ 81,000 $108,000 $135,000 $162,000 $162,000
400,000....... 71,500 107,250 143,000 178,750 214,500 214,500
450,000....... 80,250 120,375 160,500 200,625 240,750 240,750
500,000....... 89,000 133,500 178,000 222,500 267,000 267,000
550,000....... 97,750 146,625 195,500 244,375 293,250 293,250
600,000....... 106,500 159,750 213,000 266,250 319,500 319,500
650,000....... 115,250 172,875 230,500 288,125 345,750 345,750
700,000....... 124,000 186,000 248,000 310,000 372,000 372,000
750,000....... 132,750 198,875 265,000 331,625 398,250 398,250
800,000....... 141,500 212,250 283,000 353,750 424,500 424,500
850,000....... 150,250 225,375 300,500 375,625 450,750 450,750
Estimated Annual Pension (Computed as
Straight Life Annuity) for
Covered Representative Years of Credited Service
Compensation --------------------------------------------------------------
- -------------- 10 15 20 25 30 35
Post-Newsweek -- -- -- -- -- --
Stations
Plan(a)(c)
- ---------------
$300,000....... $ 53,500 $ 80,500 $107,500 $134,500 $161,500 $161,500
400,000....... 71,000 106,750 142,500 178,250 214,000 214,000
450,000....... 79,750 119,875 160,000 200,155 240,250 240,250
500,000....... 88,500 133,000 177,500 222,000 266,500 266,750
550,000....... 97,250 146,125 195,000 243,875 292,750 292,750
600,000....... 106,000 159,250 212,500 265,750 319,000 319,000
650,000....... 114,750 172,375 230,000 287,625 345,250 345,250
700,000....... 123,500 185,500 247,500 309,500 371,500 371,500
750,000....... 132,250 198,375 265,000 331,125 397,500 397,500
800,000....... 141,000 211,750 282,500 353,250 424,000 424,000
850,000....... 149,750 224,375 300,000 375,125 450,250 450,250
________________
Footnotes appear on page 19.
18
<PAGE>
Estimated Annual Pension (Computed as
Straight Life Annuity) for
Newsweek Representative Years of Credited Service
Plan(b)(c) -----------------------------------------------------------------
------ 10 15 20 25 30 35
-- -- -- -- -- --
$300,000 .. $31,500 $ 47,250 $ 63,000 $ 78,750 $ 96,000 $112,500
400,000 .. 41,500 62,250 83,000 103,750 126,500 148,500
450,000 .. 46,500 69,750 93,000 116,250 141,750 166,500
500,000 .. 51,500 77,250 103,000 128,950 157,000 184,500
550,000 .. 56,500 84,750 113,000 141,250 172,250 202,500
600,000 .. 61,500 92,250 123,000 153,750 187,500 220,500
650,000 .. 66,500 99,750 133,000 166,250 202,750 238,500
700,000 .. 71,500 107,250 143,000 178,750 218,000 256,500
750,000 .. 76,500 114,750 153,000 191,250 233,250 274,500
800,000 .. 81,500 122,250 163,000 203,750 248,500 292,500
850,000 .. 86,500 129,750 173,000 216,250 263,750 310,500
(a) Before deducting the effect on benefits of an offset applicable to
benefits paid under the Company Plan and the Post-Newsweek Stations Plan
and based on average social security covered compensation over the
employee's career. For an individual retiring at age 65 during 1996 the
deduction would be as follows for the indicated number of years of
credited service: 10 years, $2,068; 15 years, $3,102; 20 years, $4,136; 25
years, $5,171; 30 and 35 years, $6,205.
(b) Newsweek's plan required employee contributions until the end of 1982,
when it was amended to make the plan non-contributory. The benefits shown
in the table are those provided under the amended plan.
(c) Plan provides increased benefits for years of service after 1991. The
benefits shown in the table are those provided for service after that
year.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overall Policy
The Company's executive compensation program is based on the premise that
compensation should be competitive and linked to corporate performance. To that
end, the Company has developed an overall compensation strategy and compensation
plans that tie a significant portion of executive compensation to the Company's
success in meeting specified short-term and long-term performance goals and to
long-term appreciation in the Company's stock price. The strategy also supports
an environment that rewards Company and business unit achievement as compared to
that of industry performance levels over a number of years, where such
comparisons are appropriate. The overall objectives of this strategy are to
attract and retain key executive talent critical to the long-term success of the
Company, to motivate these executives to achieve goals inherent in the Company's
business strategy, to link executive and shareholder interests through
equity-based plans and finally to provide a compensation package that recognizes
individual contributions as well as overall business results.
19
<PAGE>
Each year the Compensation Committee conducts a full review of the Company's
executive compensation program. This review includes a comprehensive report from
the Company's Vice President of Human Resources assessing the effectiveness of
the Company's compensation program and comparing the Company's executive
compensation, corporate performance and total return to shareholders to a group
of corporations that represent companies with business portfolios similar to
that of the Company. The Compensation Committee reviews the selection of peer
companies used for compensation purposes. Certain information about compensation
levels in other media companies included in this report is collected by
independent consultants. The Compensation Committee uses the median executive
compensation range of such peer companies as a guideline in setting the
compensation of the Company's executives. The peer companies used for
compensation purposes are constructed on a division by division basis and, thus,
are not necessarily identical to the peer group index in the Performance Graph
included in this proxy statement. For example, in determining the companies by
which to measure the Company's broadcasting division, the comparison is made
with purely broadcasting companies or broadcasting divisions within multimedia
companies; in contrast the peer group selected for comparison purposes in the
Performance Graph consists of companies with multimedia holdings. The annual
compensation reviews permit an ongoing evaluation of the link between the
Company's and its business units' performance and its executive compensation in
the context of the compensation programs of other companies and of the Company's
total return to shareholders.
The Compensation Committee determines the compensation of approximately the
60 most highly compensated corporate and divisional executives, including the
chief executive officer and the other individuals whose compensation is detailed
in this proxy statement (the "named executives"). In reviewing the individual
performance of the named executives, the Compensation Committee takes into
account the views of Mr. Graham and Mr. Spoon.
The key elements of the Company's executive compensation consist of base
salary, annual bonus, performance units, restricted stock and stock options. The
Compensation Committee's policies with respect to each of these elements,
including the bases for the compensation awarded to Mr. Graham, the Company's
chief executive officer, are discussed below. In addition, while the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to an individual, including special incentive compensation plans,
pension and savings plan benefits, supplemental retirement benefits and other
benefits as well.
Base Salaries
Base salaries for executive officers are initially determined by evaluating
the responsibilities of the position held and the experience of the individual,
and by reference to the competitive marketplace for executive talent, including
a comparison to base salaries for comparable positions at other media companies.
20
<PAGE>
Salary adjustments are generally implemented on a twelve-month or longer
cycle and upon promotion. Such adjustments are determined by evaluating the
performance of the Company and the individual executive officer, and may also
take into account new responsibilities. In the case of executive officers with
responsibility for a particular business unit, such unit's financial results are
also considered, including, depending on the business unit, revenue, operating
income and cash flow. The Compensation Committee, where appropriate, also
considers other measures. These may include, among other factors, increases in
market share, reduction or cost containment in operating expenses, journalistic
achievements, improvements in product quality and improvements in relations with
customers, suppliers and employees, and comparisons to base salaries for
comparable positions at other media companies. In order to preserve flexibility
in setting compensation, the Compensation Committee has not established specific
elements of Company or business unit performance which must be evaluated or
assigned relative weights to such elements. Different factors are considered in
evaluating each executive officer's base salary depending on such officer's
position and business unit.
With respect to the base salary paid to Mr. Graham in 1995, the Compensation
Committee took into account a comparison of base salaries of chief executive
officers of peer companies, the Company's results in 1994 and the performance of
the Company. The Compensation Committee also took into account Mr. Graham's
service to the Company and his performance since 1979 as publisher of The
Washington Post. The Compensation Committee noted that Mr. Graham's base salary
is significantly below the median of base salaries paid to chief executive
officers of peer companies; and furthermore that the performance of the Company
in 1995 exceeded budgeted financial goals. However, due to Mr. Graham's request,
for personal reasons, to forego a base salary increase, Mr. Graham's base salary
in 1995 remained at $400,000, the level established in 1991 upon his promotion
to President and chief executive officer.
Incentive Compensation Plans
The Company has two incentive compensation plans--the Annual Incentive
Compensation Plan and the Long-Term Incentive Compensation Plan--under which
awards are made primarily to key management and professional employees,
including the Company's executive officers, who have made or are in a position
to make significant contributions to the profitability of the Company and
enhance shareholder value. Each plan is administered by the Compensation
Committee.
Annual Bonus Plan
The Company's Annual Incentive Compensation Plan provides for annual
incentive compensation awards based on the Company's and its business units'
short-term, i.e., annual, financial performance. At the end of 1994, the
Compensation Committee approved a range of incentive payouts for 1995 keyed to
performance against specified goals related to budgeted operating income, cash
flow or earnings per share, which vary by business unit. In 1995 the Company
exceeded
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its budgeted earnings per share goal and each of its business units exceeded the
threshold level of operating income required for earning bonus awards. Mr.
Graham waived participation in the Annual Incentive Compensation Plan with
respect to 1995. Awards to the other executives whose compensation is detailed
in this proxy statement are shown in the column headed "Bonus" in the Summary
Compensation Table shown on page 13.
Long-Term Plan
To balance the Annual Incentive Compensation Plan, which is intended to
reward short-term financial performance, the Company's Long-Term Incentive
Compensation Plan (the "Long-Term Plan") provides incentives for improved
financial performance over periods of Award Cycles (which beginning in 1983 have
consisted, and are expected to continue to consist, of four-year periods
starting at two-year intervals).
Performance Units.
In December 1992, executive officers were granted Performance Units,
effective January 4, 1993, for the 1993-1996 Award Cycle. Originally, the value
of such Units was to be based on financial results in the last two years of the
cycle and in accordance with the payout formulas then adopted. In December 1994
the Compensation Committee adopted revised payout formulas that will determine
the value of Performance Units which were awarded for this cycle to Messrs. Ryan
and Smith. Such revised formulas, which are discussed below, were adopted while
results for the measurement years remain totally uncertain. In the case of Mr.
Ryan, the revised payout formula is intended to reflect a more appropriate peer
group measurement and will include the financial results of the two television
stations acquired by the Company during 1995. In the case of Mr. Smith, the
revised payout formula was required due to the Company's inability to obtain
adequate financial information from the appropriate group of peer companies.
Under the revised payout formula, the value of Units awarded to Mr. Ryan will
be based on his division's cash flow margin over the 1995-1996 measurement
period compared to the cash flow margins of a number of peer companies. For Mr.
Ryan to receive a threshhold payment of $303,300, a target payment of $448,840
or a maximum payment of $707,700, Post-Newsweek Stations' cash flow margins will
have to rank at certain designated percentiles (corresponding to the payment
level) among the cash flow margins of a group of peer companies during the
duration of the award cycle. The value of Units awarded to Mr. Smith will be
based on a combination of the original payout formula which will be applicable
to the 1993-1994 period and the revised payout formula which will be applicable
to the 1995-1996 period. For Mr. Smith to receive a threshhold payment of
$202,200, a target payment of $404,400 or a maximum payment of $606,600,
Newsweek will have to achieve (i) a specified percentage (corresponding to the
payment level) of the average performance index of several groups of peer
companies based on changes in operating income margins with respect to the
original payout formula for the 1993-1994 period and (ii) a specified percentage
(corresponding to the payment level) of the operating income goal with respect
to each of 1995 and
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1996. An additional payment of $50,550 also may be earned if, in the judgement
of the Compensation Committee, Newsweek's business performance, including
non-operating income measurements, is considered excellent.
Payout values of Units awarded to Mr. Graham and Mr. Spoon and the other
Company executive officers named in the Summary Compensation Table shown on page
13 under the 1993-1996 Award Cycle will continue to be determined by the
original payout formula which was adopted at the time the Units were awarded and
which is based on the weighted average of the payout values earned by each of
the Company's four major operating divisions and subject to the attainment of a
minimum required return on equity. The weighted average will be based on
operating income contribution of each division.
On December 8, 1994, the Compensation Committee of the Board of Directors
approved grants of Performance Units effective January 2, 1995, under Company's
Long-Term Plan for the 1995-1998 Award Cycle to various key employees of the
Company, including the chief executive officer and the executive officers named
in the table on page 13. Pursuant to these grants, the chief executive officer
and the named executives received the following: Donald E. Graham, 6,402
Performance Units; Alan G. Spoon, 5,394 Performance Units; Richard M. Smith,
4,392 Performance Units; G. William Ryan, 4,392 Performance Units; John B.
Morse, Jr., 2,168 Performance Units; Martin Cohen, 1,318 Performance Units; and
Beverly R. Keil, 1,236 Performance Units. Each Performance Unit has a nominal
value of $100. The number of Units awarded is determined with reference to an
individual's Plan grade. The payout opportunity for Mr. Ryan will be based on
the financial performance of the Post-Newsweek Stations division as compared to
that of a group of peer companies. The payout opportunity for Mr. Smith will be
based on the achievement of financial performance targets for Newsweek, Inc. The
payout opportunities for Messrs. Graham, Spoon, Morse and Cohen and for Ms. Keil
are based on the simple average of the earned payouts for the major operating
divisions of the Company (66.6% weighting), and the Company's total shareholder
return during the Award Cycle compared to total shareholder returns of peer
companies (33.3% weighting).
Restricted Stock.
In December 1994, executive officers and other key employees were granted new
Restricted Stock for the 1995-98 Award Cycle, effective January 2, 1995, based
on the same formula for determining the number of shares of Restricted Stock
used in prior years, including 551 shares of Restricted Stock awarded to Mr.
Graham. The number of shares of Restricted Stock awarded is determined by
dividing an amount equal to 25% of the individual's Plan grade mid-point by the
actual market value of the Company's Class B Stock on the trading day
immediately preceding the date on which such awards are approved. Awards to the
named executives are referenced in the footnote to the column headed "Restricted
Stock Awards" in the Summary Compensation Table shown on page 13.
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On January 2, 1995, the restrictions terminated on shares of Restricted Stock
awarded to Mr. Graham and the other named executives for the 1991-94 Award
Cycle. On that date, Mr. Graham received unrestricted title to 525 shares having
a fair market value of $126,656 on January 3, 1995.
Special Incentives.
From time to time the Compensation Committee adopts special targeted
incentive plans for key executives. These plans provide a one-time special
incentive opportunity based on the achievement of special quantifiable operating
objectives. In 1994 the Committee adopted special incentive programs for Messrs.
Ryan and Smith. In each case, a special incentive may be earned at the end of
1997, based on the attainment of financial goals specified in these plans
relating to average annual operating income for Post-Newsweek Stations and
Newsweek, respectively. No incentives will be paid if the financial goals are
not met.
Stock Option Plan
Under the Company's Stock Option Plan, which was approved by shareholders,
shares of Class B Stock are issuable upon the exercise of stock options that
have been or may be granted to key employees of the Company and its
subsidiaries, including the executives whose compensation is detailed in this
proxy statement.
The Compensation Committee believes that significant equity interests in the
Company held by key employees responsible for the Company's future growth and
continued success align the interests of shareholders and management, since the
full benefit of the compensation package cannot be realized unless stock
appreciation occurs over a number of years. In the opinion of management, which
is concurred in by the Compensation Committee, there are at present
approximately 30 key employees who fall within that category. Although there is
no target stock ownership level for key employees, in determining the number of
shares to be granted under options, the Compensation Committee takes into
account the amount and value of options currently held, as well as makes a
judgment about the level of contribution already made by and the potential of
such key employees to continue to make contributions to the Company. The
Compensation Committee does not assign relative weights to such factors.
Given Mr. Graham's significant ownership in the Company (see description
of holdings under "Stock Holdings of Certain Beneficial Owners and
Management"), the Compensation Committee has not granted any stock options to
Mr. Graham.
In 1995, a non-qualified stock option was granted to Mr. Ryan with respect to
2,000 shares at fair market value price on the date of the grant. No other stock
option awards were granted to the executives whose compensation is detailed in
this proxy statement during 1995.
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Other Compensation Plans
At various times in the past the Company has adopted certain broad-based
employee benefit plans in which the chief executive officer and the other
individuals whose compensation is detailed in this proxy statement are eligible
to participate on the same terms as non-executive employees who meet applicable
eligibility criteria, subject to applicable legal limitations on the amount of
benefits that may be payable pursuant to those plans. Benefits under the savings
and retirement plans are not tied to Company performance.
For the chief executive officer and certain other senior executives and
managerial employees including the named executives, the Company's Supplemental
Executive Retirement Plan ("SERP") provides tax-deferred accruals of amounts
proportionate to the benefits available to non-highly compensated participants
in the Company's savings and retirement plans, but which exceed benefits
permitted under the Company's plans due to tax law limitations. In 1995 no
amount was accrued for the benefit of Mr. Graham with respect to an employer
credit under the Company's SERP inasmuch as Mr. Graham waived his right for 1995
to maintain a separate unfunded saving plan account under the SERP. The amount
accrued to the named executives are shown in the footnote to the column headed
"All other compensation" in the Summary Compensation Table shown on page 13. The
estimated annual pension amounts set forth in the table on pages 18 and 19 show
the benefits payable to Mr. Graham and the named executives to the extent they
participate in the applicable basic retirement plan and the supplemental
executive retirement plan. The benefits payable to Mr. Graham and the named
executives under the SERP are determined with reference to compensation
including bonuses under the Annual Incentive Compensation Plan.
Conclusion
Through the programs described above, a significant portion of the Company's
executive compensation is linked directly to business unit and corporate
performance and stock price appreciation. The Compensation Committee intends to
continue the policy of linking executive compensation to corporate performance
and returns to shareholders and deems it desirable that compensation paid under
the Annual Incentive Compensation Plan, the Long-Term Incentive Compensation
Plan and the Stock Option Plan meet the performance-based compensation
requirements of Section 162(m) of the Internal Revenue Code concerning
deductibility of executive compensation. However, the Committee reserves the
right to put in place compensation programs that do not meet the requirements of
Section 162(m) so as to result in compensation payments that are not deductible
by the Company, if such programs are otherwise in the best interests of the
Company.
George W. Wilson, Chairman
James E. Burke
Richard D. Simmons
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Compensation Committee Interlocks and Insider Participation
James E. Burke, Richard D. Simmons and George W. Wilson served as members
of the Compensation Committee in 1995.
Mr. Richard D. Simmons, a member of the Compensation Committee of the Board
of Directors since May 14, 1992, was the Company's President and Chief Operating
Officer from September 1981 to May 9, 1991. During the past fiscal year, Mr.
Simmons received $100,000 pursuant to a three-year agreement with the Company
entered into following termination of his employment on June 30, 1991, which was
extended in July 1994 through March 31, 1996. Under this agreement, Mr. Simmons
consults and advises on business matters affecting the Company and oversees the
Company's interest in the International Herald Tribune, S.A., including having
served as its President and directeur de la publication.
Performance Graph
The following graph is a comparison of the yearly percentage change in the
Company's cumulative total shareholder return with the cumulative total return
of the Standard & Poor's 500 Stock Index and a new index, the Standard & Poor's
Publishing/Newspapers Index. The graph also includes a comparison with the
cumulative total return of a group of peer issuers which had been used in prior
years and which will not be used in the future due to the changed nature of the
peer group in the last three years. During the period of 1993 through 1995, four
of the sixteen companies included in the peer group have been acquired by other
companies and are no longer publicly traded entities and in 1996 at least one
more company, Capital Cities/ABC, Inc., which has been acquired by the Disney
Company, has ceased to be a publicly traded entity. The Standard & Poor's 500
Stock Index is comprised of 500 U.S. companies in the industrial,
transportation, utilities and financial industries, weighted by market
capitalization. The Standard & Poor's Publishing/Newspapers Index is comprised
of Dow Jones & Company, Inc., Gannett Co., Inc., Knight-Ridder, Inc., The New
York Times Company, The Times Mirror Company and Tribune Company, all companies
previously included in the peer group comparison, weighted by market
capitalization.
The graph reflects the investment of $100 on December 31, 1990 in the
Company's Class B Common Stock, the Standard & Poor's 500 Stock Index and the
Standard & Poor's Publishing/Newspapers Index. For purposes of this graph, it
has been assumed that dividends were reinvested on the date paid in the case of
the Company and the group of peer issuers and on quarterly basis in the case of
the Standard & Poor's 500 Index and the Standard & Poor's Publishing/Newspaper
Index.
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The Washington Post Company
Cumulative Total Shareholder Return for
Five-Year Period Ending December 31, 1995
IMAGE OMITTED
December 31... 1990 1991 1992 1993 1994 1995
Washington Post 100.00 100.16 120.53 136.05 131.78 155.77
S&P 500 100.00 130.34 140.25 154.32 156.42 214.99
Peer Group 100.00 108.61 126.04 151.90 157.11 211.05
S&P Publishing (Newspapers) 100.00 121.09 135.47 156.92 145.03 182.63
(1) The peer group includes the following companies: Gannett Co. Inc., Knight
Ridder, Inc., The New York Times Company, The Times-Mirror Company, Tribune
Company, A.H. Belo Corp., Dow Jones and Company, Inc., Lee Enterprises, Inc.,
McGraw Hill Inc., Media General Inc., Meredith Corp., Pulitzer Publishing
Company, Capital Cities/ABC, Inc. Affiliated Publications, Inc., which is
included in the peer group returns prior to 1993, is not included in the peer
group returns for 1993, 1994 and 1995 because during 1993 Affiliated
Publication, Inc., was acquired by The New York Times Company. None of CBS Inc.,
Multimedia Inc. and Park Communications, Inc., each of which is included in the
peer group returns prior to 1995, is included in the peer group returns for 1995
because during that year CBS Inc. was acquired by Westinghouse Electric Corp.,
Multimedia Inc. was acquired by Gannett Co., Inc. and Park Communications, Inc.
was acquired by Park Acquisitions.
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Certain Transactions
The firm of Ruane, Cunniff & Co., Inc., of which Mr. William J. Ruane, a
Director of the Company, is Chairman of the Board and a principal owner, is one
of two firms that managed the investment of the Company's retirement funds in
1995, for which services it received $1,240,996.
Effective March 1, 1996, the Company renewed a contract with Mrs. Elizabeth
Weymouth, the daughter of Mrs. Katharine Graham and the sister of Mr. Donald
Graham, under which she contributes articles to The Washington Post newspaper.
After March 1, 1996, Mrs. Weymouth will receive compensation of $80,000 on an
annualized basis and reimbursement of certain expenses associated with providing
those articles.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement the only matters that the Board of
Directors expects to present to the meeting are those discussed herein. If any
other matter or matters are properly brought before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of Proxy to vote on those matters in accordance with their
best judgment.
Upon the recommendation of the Audit Committee, the Board of Directors has
selected Price Waterhouse LLP as the Company's independent accountants to audit
and report on its financial statements for the fiscal year 1996. The same firm
has acted as the Company's independent accountants continuously since the
Company was organized in 1946. As in previous years, a representative of Price
Waterhouse LLP will be present at the Annual Meeting, will have the opportunity
to make any statement he may desire with respect to the Company's financial
statements for 1995 and his firm's relationship with the Company, and will be
available to respond to appropriate questions from stockholders.
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NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
1996
THE WASHINGTON POST COMPANY
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