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S-8
GRAHAM HOLDINGS CO filed this Form S-8 on 06/24/1994
Entire Document
 
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ITEM 9.  UNDERTAKINGS.

                 (a)  The undersigned Registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                 (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                 (ii) To reflect in the prospectus any facts or event arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;

                 (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;

                 (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof; and

                 (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

                 (b)  The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration