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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
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      (e)  According to information as of February 1, 1994, 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
           (5.1%) shares, sole investment power, 93,834 (5.1%) shares, shared voting power, 248,832 (13.5%)
           shares, and shared investment power, 248,832 (13.5%) 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. The holdings of Class B Stock
           recorded for Mrs. Weymouth, including shares issuable upon conversion of shares of Class A Stock
           beneficially owned by Mrs. Weymonth, are less than five percent.
      (f)  According to information as of February 1, 1994, 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, 274,032 (14.9%) shares, and shared investment power, 455,523 (24.8%)
           shares. In addition, Mr. Gillespie has voting and investment power with respect to shares of Class B
           Stock as follows: sole voting power, 766,994 (6.5%) shares, sole investment power, 146,893 (1.3%)
           shares, shared voting power, 254,650 (2.2%) shares, and shared investment power, 874,751 (7.5%) 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
           (3.9%) 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, 1994, and available to the Company, Berkshire Hathaway, Inc.
           ("Berkshire") was the beneficial owner of 1,727,765 (14.8%) 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 43.8% 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, 1994, and available to the Company, Morgan Guaranty Trust
           Company of New York ("Morgan"), was the beneficial owner of 719,141 (6.1%) 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, 46,000 (<1%) shares, sole investment power 63,600 (<1%) shares,
           shared voting power, 28,440 (<1%) shares, and shared investment power, 654,041 (5.6%) shares.
      (i)  According to information as of February 1, 1994, and available to the Company, Mr. Donald Graham, Mrs.
           Weymouth, and Mr. Gillespie share voting and investment power over 248,832 (13.5%) 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. Donald Graham and Mr. Gillespie share investment power over 181,491 (9.9%) shares
           of Class A Stock; Mr. Donald Graham and Mr. Gillespie share voting and investment power over 244,650
           (2.1%) shares of Class B Stock; Mr. Donald Graham, Mrs. Graham and Mr. Gillespie share voting and
           investment power of 2,600 (<1%) shares of Class B Stock; Mr. Donald Graham and Mrs. Graham share voting
           and investment power over 230,770 (2.0%) shares of Class B Stock held by the Philip L. Graham Trust;
           and Mr. Gillespie and Morgan share investment powers over 623,001 (5.1%) shares of Class B Stock.
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