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


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    As filed with the Securities and Exchange Commission on June 24, 1994

                                             REGISTRATION NO.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              ------------------

                          THE WASHINGTON POST COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        Delaware                                         53-0182885
(STATE OF INCORPORATION)                              (I.R.S. EMPLOYER
                                                    IDENTIFICATION NO.)
                                                  
                              1150 15th St., N.W.
                             Washington, D.C. 20071
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                 The Washington Post Company Stock Option Plan
                              (FULL TITLE OF PLAN)

                                Diana M. Daniels
                       Vice President and General Counsel
                          The Washington Post Company
                             1150 15th Street, N.W.
                             Washington, D.C. 20071
                                 (202) 334-6694
                      (NAME, ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                              ------------------
                                      
                                  COPIES TO:
                                      
                           Cravath, Swaine & Moore
                               Worldwide Plaza
                               825 Eighth Avenue
                             New York, N.Y. 10019
                                (212) 474-1000
                      Attention: Melvin L. Bedrick, Esq.
                                      
                              ------------------

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

================================================================================================================
                                                      PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    TITLE OF SECURITIES TO BE        AMOUNT TO BE    OFFERING PRICE PER  AGGREGATE OFFERING REGISTRATION FEE (1)
            REGISTERED                REGISTERED          SHARE (1)          PRICE (1)              
- ----------------------------------------------------------------------------------------------------------------
 <S>                                    <C>               <C>             <C>                   <C>
 Class B Common Stock, par value        500,000           $236.1875       $118,093,750.00       $40,721.98
         $1.00 per share
================================================================================================================
</TABLE>


(1) Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering
    price per share and the registration fee are based on the reported average
    of the high and low prices for The Washington Post Company Class B Common
    Stock on the New York Stock Exchange on June 17, 1994.

================================================================================

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                                                                         2




                                     PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/

ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

- --------------------------------------------------------------------------------


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents which have heretofore been filed by
The Washington Post Company (the "Company") (File No. 1-6714) with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as the case may be, are incorporated by reference
herein and shall be deemed to be a part hereof:

                 (a)  The Company's Annual Report on Form 10-K for the fiscal
         year ended January 2, 1994, relating to the Company's Class B Common
         Stock, par value $1.00 per share.

                 (b)  All other reports filed with the Securities and Exchange
         Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
         since January 2, 1994.

                 (c)  The description of the Company's Class B Common Stock
         contained in the Company's Registration Statement on Form 8-A filed
         under the Exchange Act, dated January 1, 1990, including any
         amendments or reports filed for the purposes of updating such
         description.

                 All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be





- --------------------

     1/ This information is not required to be included in, and
is not incorporated by reference in, this Registration Statement.

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                                                                               3


deemed to be incorporated by reference in this Registration Statement and made
a part hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

                 Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                 The contents of the Company's Registration Statement on Form
S-8 (Registration No. 2-42170), as amended, filed with the Commission on
October 21, 1971, is hereby incorporated by reference in this Registration
Statement.  This Registration Statement is being filed with the Commission for
the purpose of registering additional shares of the Company's Class B Common
Stock issuable under the Company's Stock Option Plan.


ITEM 4.  DESCRIPTION OF SECURITIES.

                 Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Article NINTH of the Certificate of Incorporation of the
Company provides that the personal liability of the directors of the Company
shall be limited to the fullest extent permitted by applicable law.  Section
145 of the Delaware General Corporation Law ("DGCL") permits a corporation's
certificate of incorporation to provide that no director of the corporation
shall be personally liable to the corporation or its stockholders for monetary
damages for any breach of his fiduciary duty as a director; provided, however,
that, pursuant to Section 102(b)(7) of the DGCL, such provision shall not apply
to any liability of a director (1) for any breach of a director's duty of
loyalty to the corporation or its stockholders, (2) for acts or omissions that
are not in good faith or involve intentional misconduct or a knowing violation
of the law, (3) under

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                                                                               4


Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.


ITEM 8.  EXHIBITS.


<TABLE>
<CAPTION>
Exhibit
Number     Description
- -------    -----------
<S>        <C>
3(a)       --    Certificate of Incorporation of the Company, as amended
                 through May 12, 1988 (included as Exhibit 3 to the Company's
                 Form 8-K filed with the Commission on May 31, 1988). 2/

3(b)       --    By-laws of the Company, as amended through September 9, 1993
                 (included as Exhibit 3 to the Company's Form 10-Q for the
                 quarter ended October 3, 1993). 2/

4          --    The Washington Post Company Stock Option Plan, as amended and
                 restated through May 13, 1993 (included as Exhibit 10 to the
                 Company's Form 10-Q for the quarter ended April 4, 1993). 2/

5          --    Opinion of Cravath, Swaine & Moore as to the legality of
                 securities offered under the Company's Stock Option Plan.

23(a)      --    Consent of Independent Accountants.

23(b)      --    Consent of Cravath, Swaine & Moore (contained in Exhibit 5
                 hereto).

24         --    Power of Attorney.
</TABLE>





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       2/ Incorporated by reference.

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                                                                               5


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

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                                                                               6


Statement 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 hereof.

                 (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

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                                                                               7


                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Washington, D.C., on June 24, 1994.

                                           THE WASHINGTON POST COMPANY,

                                            By   John B. Morse, Jr.   
                                               -----------------------
                                                  John B. Morse, Jr.
                                               Vice President - Finance


                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on June 24, 1994:


<TABLE>
<S>                                     <C>
         Donald E. Graham                 Chairman of the Board and Chief
                                           Executive Officer (Principal
                                          Executive Officer) and Director
                                 
           Alan G. Spoon                President, Chief Operating Officer
                                                   and Director
                                 
         Katharine Graham                    Chairman of the Executive
                                        Committee of the Board and Director
                                 
        John B. Morse, Jr.               Vice President-Finance (Principal
                                        Financial and Accounting Officer)
                                 
          James E. Burke                             Director
                                 
           Martin Cohen                              Director
                                 
     George J. Gillespie, III                        Director
                                 
         Ralph E. Gomory                             Director
                                 
         Donald R. Keough                            Director
                                 
      Barbara Scott Preiskel                         Director
                                 
         William J. Ruane                            Director
                                 
        Richard D. Simmons                           Director
                                 
         George W. Wilson                            Director
                                 
                                 
                                                              By  John B. Morse, Jr.
                                                                 -------------------
                                                                  John B. Morse, Jr.
                                                                   Attorney-in-Fact
</TABLE>
                         

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                                                                               8


                                 EXHIBIT INDEX




<TABLE>
<CAPTION>
        Exhibit
        Numbers                                 Description
        -------                                 -----------
         <S>             <C>
           5             Opinion of Cravath, Swaine & Moore as to the legality of
                         securities offered under the Company's Stock Option Plan

         23(a)           Consent of Independent Accountants

         23(b)           Consent of Cravath, Swaine & Moore (contained in Exhibit
                         5 hereto)

           24            Power of Attorney
</TABLE>