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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
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of Seller, and any and all obligations which Seller may previously have had to
any such person or entity at any time with respect to any of such matters have
terminated and been fully discharged without any continuing liability or
obligations, other than confidentiality obligations, on the part of Seller or
any other person or entity.

         5.1.4.  Financial Statements.  (a) Attached as Schedule 5.1.4(a) are
the unaudited statements of earnings (the "Earnings Statements") of the
Businesses for the fiscal years ended December 31, 1990, 1991 and 1992 and the
nine-month period ended September 30, 1993 and the unaudited balance sheets of
the Businesses as of December 31, 1990, 1991 and 1992 (the "Prior Years'
Balance Sheets") and as of the Balance Sheet Date (the "Balance Sheet" and,
together with the Earnings Statements and the Prior Years' Balance Sheets, the
"Financial Statements").  The Financial Statements were prepared from and in
accordance with the books and records of Seller pertaining to the Businesses,
present fairly, in all material respects, the financial position of the
Businesses as of the dates indicated therein and the results of operations of
the Businesses as of and for the periods indicated therein and, except as
otherwise noted thereon, were prepared in conformity with GAAP; provided,
however, that the Financial Statements do not contain the notes that would
normally be included in financial statements prepared in accordance with GAAP
and the Financial Statements as of and for the nine-month period ended
September 30, 1993 are subject to normal year-end adjustments.  The books and
records of Seller accurately reflect the transactions of or relating to the
Businesses.  The Closing Date Balance Sheet will, except for any matters noted
thereon that were also noted on the Financial Statements, be prepared in
accordance with GAAP and will present fairly, in all material respects, the
financial position of the Businesses as of the Closing Date, except that the
Closing Date Balance Sheet will not contain the notes that would normally be
included in financial statements prepared in accordance with GAAP and will not
include statements of earnings or cash flows.

                 (b)  Attached as Schedule 5.1.4(b) are the unaudited
statements of earnings of each of Blue Ridge and the HT Joint Venture for the
eleven-month and nine-month periods, respectively, ended September 30, 1993 and
the unaudited balance sheets of each of Blue Ridge and HT Joint Venture as of
the Balance Sheet Date (collectively, the "Joint Venture Financial
Statements").  The Joint Venture Financial Statements were prepared from and in
accordance with the books and records of Blue Ridge and the HT Joint Venture,
as applicable, and accurately reflect the assets and liabilities of Blue Ridge
and the HT Joint Venture as of the Balance Sheet Date and the income of Blue
Ridge and HT Joint Venture for the eleven-month and nine-month periods,
respectively, ended September 30, 1993.  To Seller's knowledge, the books and
records of Blue Ridge and the





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