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SEC Filings

DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
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      (a)  According to information as of February 1, 1994, 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, 966,580
           (52.4%) shares, and sole investment power, 785,089 (42.6%) shares. Mrs. Graham also has voting and
           investment power with respect to shares of Class B Stock as follows: sole voting power, 135,168 (1.2%)
           shares, sole investment power, 135,168 (1.2%) shares, shared voting power, 233,370 (2.0%) shares, and
           shared investment power, 233,370 (2.0%) shares. In addition Mrs. Graham, as the beneficiary of a
           revocable trust, is deemed the beneficial owner of 140,893 (1.2%) shares of Class B Stock. She is also
           deemed the beneficial owner of 966,580 (8.3%) shares of Class B Stock issuable upon conversion of
           shares of Class A beneficially owned by Mrs. Graham.
      (b)  According to information as of February 1, 1994, 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 (14.2%) shares, sole investment power, 262,314 (14.2%) shares, share voting power, 248,832
           (13.5%) shares, and shared investment power, 430,323 (23.3%) shares. In addition Mr. Graham, as the
           beneficiary of a trust even though he has no voting or investment power with respect thereto, is deemed
           to be the beneficial owner of 62,208 (3.4%) shares of Class A Stock. Mr. Graham also has voting and
           investment power with respect to shares of Class B Stock as follows: sole voting power, 1,956,891
           (16.8%) shares, sole investment power 229,126 (2.0%) shares, shared voting power 478,020 (4.1%) shares,
           and shared investment power, 478,020 (4.1%) 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,
           33,792 shares (<1%) as to which Mr. Graham is the beneficiary of a trust even though he has no voting
           or investment powers, and 754,845 (6.4%) 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 date,
           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, 1994, 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,
           107,514 (5.8%) shares, sole investment power, 107,514 (5.8%), shared voting power, 25,200 (1.4%)
           shares, and shared investment power, 25,200 (1.4%) 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 184,913 (10%) 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, 1994, 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,
           138,976 (7.5%) shares, and sole investment power, 138,976 (7.5%) 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 184,913 (10%) 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.
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