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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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                             ACQUISITION AGREEMENT


         This Acquisition Agreement (this "Agreement") is made and entered into
as of the 31st day of January, 1994, among H & C Communications, Inc., a
Delaware corporation ("Seller"), Post-Newsweek Stations, Houston, Inc., a
Delaware corporation (the "Houston Purchaser"), and Post-Newsweek Stations, San
Antonio, Inc., a Delaware corporation (the "San Antonio Purchaser" and,
together with the Houston Purchaser, the "Purchasers").


                                   RECITALS:

                 A.       Seller owns and operates, under licenses from the
Federal Communications Commission (the "FCC"), television station KPRC and its
auxiliary facilities in and around Houston, Texas (the "KPRC-TV Station"),
including all of the Houston Purchased Assets (as hereinafter defined).

                 B.       Seller owns and operates, under licenses from the
FCC, television station KSAT and its auxiliary facilities in and around San
Antonio, Texas (the "KSAT-TV Station" and, together with the KPRC-TV Station,
the "TV Stations"), including all of the San Antonio Purchased Assets (as
hereinafter defined).

                 C.       Seller desires to transfer, grant, convey, assign and
deliver to Purchasers, and Purchasers desire to purchase from Seller, all of
the Purchased Assets (as hereinafter defined) on the terms and subject to the
conditions set forth in this Agreement.

                 D.       Seller desires to delegate to Purchasers, and
Purchasers are willing to assume from Seller, the Assumed Liabilities (as
hereinafter defined), on the terms and subject to the conditions set forth in
this Agreement.

                 E.       Concurrently with the execution and delivery of this
Agreement, The Washington Post Company, a Delaware corporation ("WPC"), is
delivering to Seller a Guaranty pursuant to which WPC will guarantee, on the
terms and subject to the conditions set forth therein, the performance by
Purchasers of their respective obligations hereunder.

         NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants set forth in this Agreement, the parties hereto agree
as follows:


                I.  CERTAIN DEFINITIONS AND INTERPRETIVE MATTERS