Print Page  |  Close Window

Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 


<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported):  April 22, 1994




                          THE WASHINGTON POST COMPANY
             (Exact name of registrant as specified in its charter)




          DELAWARE                   1-6714                    53-0182885
(State or other jurisdiction       (Commission                (IRS Employer
     of incorporation)             File Number)            Identification No.)



1150 15TH ST., N.W., WASHINGTON, D.C.                              20071
(Address of principal executive offices)                         (Zip Code)




      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (202) 334-6000

<PAGE>   2

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         On April 22, 1994, the Registrant purchased from H&C Communications,
Inc. substantially all of the assets comprising the businesses of television
stations KPRC-TV, an NBC affiliate in Houston, Texas, and KSAT-TV, an ABC
affiliate in San Antonio, Texas, (collectively the "Stations") for $253 million
in cash and the assumption of approximately $4 million in liabilities related
to the Stations' operations.

         Funds for the foregoing acquisition were provided from existing cash 
and marketable securities of the Registrant.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Listed below are the financial statements, pro forma financial
information and exhibits, filed as part of this report.


<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
         <S>     <C>                                                                                <C>
         (a)     Financial statements of businesses acquired.

                 (1)      Report of independent accountants . . . . . . . . . . . . . . . . . . .   4
                 (2)      Audited balance sheet of KPRC and KSAT Television
                            Stations (business units of H&C Communications, Inc.)
                           as of December 31, 1993  . . . . . . . . . . . . . . . . . . . . . . .   5
                 (3)      Audited statement of income of KPRC and KSAT Television
                            Stations (business units of H&C Communications, Inc.)
                           for the year ended December 31, 1993 . . . . . . . . . . . . . . . . .   6
                 (4)      Audited statement of cash flows of KPRC and KSAT Television
                            Stations (business units of H&C Communications, Inc.)
                            for the year ended December 31, 1993  . . . . . . . . . . . . . . . .   7
                 (5)      Notes to financial statements of KPRC and KSAT Television
                            Stations (business units of H&C Communications, Inc.) . . . . . . . .   8

         (b)     Pro forma financial information.

                 (1)      Introduction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 (2)      Unaudited pro forma condensed balance sheet of
                            The Washington Post Company as of
                            January 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 (3)      Unaudited pro forma condensed statement of income of
                            The Washington Post Company for the fiscal
                            year ended January 2, 1994  . . . . . . . . . . . . . . . . . . . . .  15
                 (4)      Notes to unaudited pro forma financial information
                            of The Washington Post Company  . . . . . . . . . . . . . . . . . . .  16
</TABLE>

                                       2

<PAGE>   3

<TABLE>
<CAPTION>
         (c)     Exhibits.

                 Exhibit
                 Number                    Description
                 ------                    -----------

                 <S>                       <C>
                 2                         Acquisition agreement among H&C Communications, Inc., Post-Newsweek Stations, Houston, 
                                           Inc., and Post-Newsweek Stations, San Antonio, Inc. dated January 31, 1994.

</TABLE>

                                       3

<PAGE>   4

                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and
Shareholders of H&C Communications, Inc. and
The Washington Post Company


In our opinion, the accompanying combined balance sheet and the related
combined statements of income and of cash flows present fairly, in all material
respects, the financial position of KPRC and KSAT Television Stations (business
units of H&C Communications, Inc.) at December 31, 1993, and the results of
their operations and their cash flows for the year in conformity with generally
accepted accounting principles.  These financial statements are the
responsibility of the Companies' management; our responsibility is to express
an opinion on these financial statements based on our audit.  We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE


Washington, D.C.
April 22, 1994


                                       4

<PAGE>   5
                       KPRC and KSAT Television Stations
                  (business units of H&C Communications, Inc.)
                             COMBINED BALANCE SHEET
                               DECEMBER 31, 1993



<TABLE>
<CAPTION>

                                     ASSETS
                                     ------

<S>                                                               <C>
Current assets
  Cash and cash equivalents                                       $     616,060
  Accounts receivable, less allowance for doubtful  
   accounts of $137,500                                              14,902,358
  Program rights                                                      2,643,856
  Prepaids and other                                                    964,469
                                                                    -----------
    Total current assets                                             19,126,743
                                     
Property, plant and equipment, net                                    8,716,539
Program rights                                                          634,162
Goodwill and other intangibles, net                                  89,324,302
Other assets                                                          1,821,234
                                                                    -----------
    Total assets                                                   $119,622,980
                                                                    ===========
</TABLE>





<TABLE>
<CAPTION>
                                 LIABILITIES AND INVESTMENT
                                 --------------------------

<S>                                                               <C>
Current Liabilities                                              
  Accounts payable                                                $     675,806
  Accrued expenses                                                    2,958,987
  Program rights payable                                              2,911,357
  Other                                                                 745,597
                                                                    -----------
    Total current liabilities                                         7,291,747
                                                                 
Program rights                                                          522,223
                                                                    -----------
    Total liabilities                                                 7,813,970
                                                                 
Commitments and contingent liabilities                           
                                                                 
H&C Communications, Inc. investment                                 111,809,010
                                                                    -----------
                                                                 
    Total liabilities and investment                               $119,622,980
                                                                    ===========
</TABLE>

                  
                                                                                
See accompanying notes to the combined financial statements.     


                                       5

<PAGE>   6
                       KPRC and KSAT Television Stations
                  (business units of H&C Communications, Inc.)
                         COMBINED STATEMENT OF INCOME
                     FOR THE YEAR ENDED DECEMBER 31, 1993



<TABLE>
<S>                                                               <C>
Operating revenue, net                                             $64,861,103
                                                                   -----------
Operating expenses:

  Television operating expenses, excluding     
    depreciation and amortization                                   26,683,662
  Depreciation and amortization                                      4,295,466
  Selling, general and administrative expenses                       9,492,172
                                                                    ----------
    Total operating expenses                                        40,471,300
                                                                    ----------
Income from operations                                              24,389,803

Other non-operating income, net                                         26,434
                                                                    ----------
Income before income taxes                                          24,416,237

Provision for state income taxes                                     1,192,827
                                                                    ----------

Net income                                                         $23,223,410 
                                                                    ==========

</TABLE>




See accompanying notes to the combined financial statements.
 

                                       6

<PAGE>   7
                       KPRC and KSAT Television Stations
                  (business units of H&C Communications, Inc.)
                          COMBINED CASH FLOW STATEMENT
                          YEAR ENDED DECEMBER 31, 1993




<TABLE>
<S>                                                         <C>
Cash flow from operating activities:
  Net income                                                 $23,223,410
  Adjustments to reconcile net income to net      
    cash provided by operating activities:          
      Depreciation and amortization                            4,259,612
      Film amortization                                        3,790,193
      Gain on sale of fixed assets                                10,101
      Increase in accounts receivable                         (1,366,760)
      Increase in prepaid expenses and other assets             (227,381)
      Increase in accounts payable                               301,187
      Increase in accrued expenses                             1,289,309
      Decrease in program rights payable                        (522,568)
                                                              ----------
        Net cash provided by operating activities             30,757,103
                                                              ----------
                                                                        
Cash flow from investing activities:                                    
  Purchases of program rights                                 (3,262,572)
  Purchases of furniture, fixtures and equipment                (487,474)
  Other                                                         (135,000)
                                                              ----------
        Net cash used by investing activities                 (3,885,046)
                                                              ----------
Cash flow used in financing activities:                                 
  Net payments to H&C Communications, Inc.                   (26,398,397)
                                                              ----------
                                                                        
Net increase in cash and cash equivalents                        473,660
Cash and cash equivalents at beginning of year                   142,400
                                                              ----------
Cash and cash equivalents at end of year                     $   616,060
                                                              ==========
Noncash investing activity:                                             
  Program rights acquired                                    $ 3,506,096
                                                              ==========

</TABLE>





See accompanying notes to the combined financial statements.
 

                                      7

<PAGE>   8
                       KPRC and KSAT Television Stations
                  (business units of H&C Communications, Inc.)

                     NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE  1  -  THE COMPANIES AND SIGNIFICANT ACCOUNTING POLICIES

Combined Financial Statements

The financial statements combine the accounts of the following wholly-owned
unincorporated business units of H&C Communications, Inc.:

  KPRC - NBC affiliated television station in Houston, Texas
  KSAT - ABC affiliated television station in San Antonio, Texas

The above entities are herein referred to as "the Companies".  All significant
intercompany accounts and transactions have been eliminated.

Cash and cash equivalents - For purposes of the statement of cash flows, the
Companies consider all highly liquid investments purchased with original
maturities of 90 days or less to be cash equivalents.

Advertising revenues and trade accounts receivable - Revenues are generated
principally from sales of commercial advertising and are recorded net of agency
and national representative commissions as the advertisements are broadcast.
Revenues applicable to commercial advertising availabilities "traded" to
advertisers in exchange for merchandise or services are recorded at the
estimated fair market value of the merchandise or services received.

Program rights - The Companies have entered into program rental contracts which
generally provide for rentals to be paid in installments.  Payments made for
program rights which are currently available and the liability for future
payments under these contracts are included in the combined balance sheet.
Program rights are amortized primarily using the straight-line method over a
twelve month period.  Certain program rights with lives greater than one year
are amortized using accelerated methods. Program rights expected to be
amortized in the succeeding year and amounts payable within one year are
classified as current assets and liabilities, respectively.

Property, plant and equipment - Property, plant and equipment are recorded at
cost.  Maintenance and repairs are charged to expense as incurred; replacements
and major improvements are capitalized.

Depreciation expense is computed using the straight-line method for buildings
and accelerated methods for furniture, machinery and equipment.  Leasehold
improvements are amortized using the straight-line method over the lesser of
the term of the related lease or the estimated useful lives of the assets.  The
useful lives of property, plant and equipment for purposes of computing
depreciation and amortization expense are:

Buildings                                         15 - 45 years
Leasehold improvements                             7 - 15 years
Furniture, machinery and equipment                 3 - 20 years




                                       8

<PAGE>   9
Goodwill and other intangible assets - Goodwill and other intangibles represent
the unamortized excess of the cost of acquiring the Companies over the fair
values of such Companies' net tangible assets at the dates of acquisition.
Goodwill and other intangibles acquired are being amortized by use of the
straight-line method over various periods up to 40 years.

Income taxes - The Companies are business units of H&C Communications, Inc.,
which has elected to be taxed as an S Corporation.  Accordingly, the
shareholders of H&C Communications, Inc. include their pro rata share of the
Companies' net income in their individual income tax returns and therefore the
accompanying financial statements do not include a provision for federal income
tax.  The state income tax provision represents the Texas Earned Surplus Tax.

NOTE 2 - TRANSACTIONS WITH RELATED PARTY

     Interunit Transactions

The Companies are charged directly for certain costs that H&C Communications,
Inc. incurs on behalf of its business units.  These costs primarily relate to
employee benefits; audit and legal services; insurance coverage; and, payroll
and sales and use taxes.  Such charges by H&C Communications, Inc. are based on
a direct cost pass-through and have been included in these combined financial
statements.  Costs associated with executive management and corporate overhead
are not allocated, as management believes these amounts to be insignificant.
Net corporate expenses charged to the Companies in 1993 approximated
$8,258,000.  In the opinion of management, all allocations have been made on a
reasonable basis.

     H&C Communications, Inc. Investment

Since the Companies are business units and not distinct legal entities, there
are no customary equity and capital accounts.  Instead H&C Communications, Inc.
investment is maintained by the Companies to account for all interunit
transactions, including those described above.  H&C Communications, Inc.
investment is comprised of net income and other transactions with H&C
Communications, Inc. as shown below:

    Balance, beginning of year                          $114,983,997
    Net income                                            23,223,410
    Cash transfers out                                    34,656,239
    Net interunit transactions                             8,257,842
                                                         -----------
    Balance, end of year                                $111,809,010
                                                         ===========




                                       9

<PAGE>   10
NOTE  3  -  PROPERTY,  PLANT  AND  EQUIPMENT

Property, plant and equipment consists of the following at December 31, 1993:

Buildings                                                        $10,211,193
Furniture, machinery and equipment                                44,149,929
                                                                  ----------
                                                                  54,361,122

Less accumulated depreciation                                    (47,705,084)
                                                                  ----------
                                                                   6,656,038
Land                                                               1,936,897
Construction in progress                                             123,604
                                                                  ----------
                                                                 $ 8,716,539
                                                                  ==========


Depreciation expense was $1,151,852 in 1993.

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consist of the following at December 31,
1993:

Broadcast licenses and network affiliations                    $  47,821,993
Other intangibles                                                 33,653,544
Goodwill                                                          27,670,503
                                                                 -----------
                                                                 109,146,040
Less accumulated amortization                                    (19,821,738)
                                                                 -----------
                                                                $ 89,324,302
                                                                 ===========
Amortization expense was $3,143,614 in 1993.

NOTE 5 - RETIREMENT PLANS

H&C Communications, Inc. has a defined benefit pension plan which covers
substantially all of the Companies' employees and which is accounted for in
these financial statements as a multiemployer plan.  Contributions to the plan
are made solely by H&C Communications, Inc., in amounts deemed necessary and to
the extent deductible for federal income tax purposes.  For purposes of these
financial statements, the Companies are required to recognize as net pension
expense total contributions for the period.  For the year ended December 31,
1993, pension expense was $459,000.

H&C Communications, Inc. also has a qualified savings plan under which
employees of the Companies can invest up to 16% of earnings.  The Companies
will match one-fourth of the employee's contribution up to 6% of the employee's
total compensation.  The Companies' contribution was $154,977 in 1993.

                                       10

<PAGE>   11
NOTE  6  -  COMMITMENTS AND CONTINGENT LIABILITIES

The Companies have entered into contractual commitments in the ordinary course
of business for the rights to acquire broadcast program material not yet
available for broadcast as of December 31, 1993.  Under these agreements, the
Companies must make specific minimum payments which are approximately as
follows:

Year ending December 31,
- - -----------------------

         1994                                             $  754,000
         1995                                              2,162,000
         1996                                                851,000
         1997                                                312,000
         1998                                                312,000
         1999 and thereafter                                 208,000
                                                          ----------
                                                          $4,599,000
                                                          ==========

The Companies have entered into various employment contracts.  Commitments for
future payments under such contracts as of December 31, 1993 are approximately
as follows:

Year ending December 31,
- - -----------------------

         1994                                             $2,012,000
         1995                                                808,000
         1996                                                 61,000
                                                          ----------
                                                          $2,881,000
                                                          ==========

The Companies have commitments under operating leases for certain machinery,
equipment and facilities used in operations.  Certain leases also contain
provisions for renewal or extension.  Future minimum lease payments under
operating leases which have remaining noncancelable lease terms in excess of
one year as of December 31, 1993 are approximately as follows:

Year ending December 31,
- - -----------------------

         1994                                               $486,000
         1995                                                100,000
         1996                                                 34,000
         1997                                                  4,000
                                                            --------
                                                            $624,000
                                                            ========

Rental expense was $676,075 in 1993.

The Companies currently and from time to time are involved in litigation
incidental to the conduct of its business.  The Companies are not a party to a
lawsuit or proceedings which, in the opinion of management, is likely to have a
material adverse effect on the Companies.



                                       11

<PAGE>   12
NOTE 7 - SUBSEQUENT EVENT

In 1994, H&C Communications, Inc. entered into an agreement to sell
substantially all of the assets of the Companies to The Washington Post Company
for $253,000,000 in cash and the assumption of approximately $4 million in
liabilities related to the Companies' operations.  The transaction was 
completed on April 22, 1994.





                                       12

<PAGE>   13
                          THE WASHINGTON POST COMPANY
           Introduction to Unaudited Pro Forma Financial Information



         The accompanying unaudited pro forma financial information is based on
the purchase method of accounting utilizing the Registrant's consolidated
financial statements for the fiscal year ended January 2, 1994 and the combined
financial statements of KPRC and KSAT Television Stations (business units of
H&C Communications, Inc.) for the year ended December 31, 1993.  The unaudited
pro forma condensed balance sheet at January 2, 1994 has been prepared as if
the acquisition had occurred on that date, and the unaudited pro forma
condensed statement of income for the fiscal year then ended has been prepared
as if the acquisition had occurred at the beginning of the year.

         The unaudited pro forma financial information is not intended to
reflect the results of operations or financial position which would have
actually resulted had the acquisition been effective on the dates indicated or
the results of operations or financial position which may be obtained in the
future.





                                       13

<PAGE>   14
                          THE WASHINGTON POST COMPANY
                  UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
                             AS OF JANUARY 2, 1994
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                                KPRC & KSAT TV STATIONS                             PRO FORMA
                                          THE WASHINGTON         (BUSINESS UNITS OF H&C         PRO FORMA        THE WASHINGTON
                                           POST COMPANY          COMMUNICATIONS, INC.)         ADJUSTMENTS        POST COMPANY
                                          --------------         ----------------------        -----------       --------------

ASSETS
<S>                                     <C>                         <C>                   <C>                  <C>
CURRENT ASSETS
 Cash and marketable securities               $429,924                      $616               $(253,616) (a)       $176,924
 Accounts receivable, net                      140,518                    14,902                 (14,902) (b)        140,518
 Inventories                                    16,419                                                                16,419
 Program rights                                 15,460                     2,644                     371  (c)         18,475
 Other current assets                           23,253                       965                    (965) (b)         23,253
                                            ----------                ----------             -----------          ----------
                                               625,574                    19,127                (269,112)            375,589

INVESTMENTS IN AFFILIATES                      155,251                                                               155,251
PROPERTY, PLANT AND EQUIPMENT, NET             363,718                     8,717                   30,592 (c)        403,027
GOODWILL AND OTHER INTANGIBLES, NET            309,157                    89,324                  121,583 (c)        520,064
DEFERRED CHARGES AND OTHER ASSETS              168,804                     2,455                    1,445 (c)        172,704
                                            ----------                ----------             ------------         ----------
                                            $1,622,504                  $119,623                $(115,492)        $1,626,635
                                            ==========                ==========             ============         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable and accrued liabilities     $163,553                    $7,292                 $(3,798) (b,c)     $167,047
 Federal and state income taxes                 15,726                                                                15,726
 Deferred subscription revenue                  79,254                                                                79,254
                                            ----------                ----------             -----------          ----------
                                               258,533                     7,292                  (3,798)            262,027

OTHER LIABILITIES                              191,088                       522                     115  (c)        191,725

LONG-TERM DEBT                                  51,768                                                                51,768

DEFERRED INCOME TAXES                           33,696                                                                33,696
                                            ----------                ----------             -----------          ----------
                                               535,085                     7,814                  (3,683)            539,216
                                            ----------                ----------             -----------          ----------

SHAREHOLDERS' EQUITY
 Common stock                                   20,000                                                                20,000
 Capital in excess of par value                 21,354                                                                21,354
 Retained earnings                           1,570,546                                                             1,570,546
 Cumulative foreign currency
   translation adjustment                        2,908                                                                 2,908
 Treasury stock                               (527,389)                                                             (527,389)
 H&C Communications, Inc. investment                                     111,809                (111,809)(d)               
                                            ----------                ----------             -----------          ----------
                                             1,087,419                   111,809                (111,809)          1,087,419
                                            ----------                ----------             -----------          ----------
                                            $1,622,504                  $119,623               $(115,492)         $1,626,635
                                            ==========                ==========             ===========          ==========

</TABLE>


See accompanying notes to unaudited pro forma financial information.

                                       14

<PAGE>   15
                          THE WASHINGTON POST COMPANY
               UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
                   FOR THE FISCAL YEAR ENDED JANUARY 2, 1994
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                KPRC & KSAT TV STATIONS                             PRO FORMA
                                          THE WASHINGTON         (BUSINESS UNITS OF H&C         PRO FORMA        THE WASHINGTON
                                           POST COMPANY          COMMUNICATIONS, INC.)         ADJUSTMENTS        POST COMPANY
                                          --------------        -----------------------        -----------       --------------

OPERATING REVENUES
<S>                                        <C>                          <C>                   <C>                 <C>
  Advertising                               $  913,529                   $64,861              $                     $978,390
  Circulation and subscriber                   444,385                                                               444,385
  Other                                        140,277                                                               140,277
                                            ----------                ----------             ------------         ----------
                                             1,498,191                    64,861                                   1,563,052
                                            ----------                ----------             ------------         ----------
OPERATING COSTS AND EXPENSES
  Operating                                    790,256                    26,684                                     816,940
  Selling, general and administrative          393,196                     9,492                                     402,688
  Depreciation and amortization                                                                                            
    of property, plant and equipment            59,543                     1,152                   2,964  (e)         63,659
  Amortization of goodwill and                                                                                             
    other intangibles                           16,216                     3,143                  10,917  (f)         30,276
                                            ----------                ----------             ------------         ----------
                                             1,259,211                    40,471                  13,881           1,313,563
                                            ----------                ----------             ------------         ----------

INCOME FROM OPERATIONS                         238,980                    24,390                 (13,881)            249,489

  Equity in losses of affiliates                (1,994)                                                               (1,994)
  Interest income                               11,085                                            (7,919) (g)          3,166
  Interest expense                              (4,983)                                                               (4,983)
  Other income, net                             20,379                        26                     (33)             20,372
                                            ----------                ----------             ------------         ----------

INCOME BEFORE INCOME TAXES AND
  CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE                      263,467                    24,416                 (21,833)            266,050

PROVISION FOR INCOME TAXES                     109,650                     1,193                     196  (h)        111,039
                                            ----------                ----------             ------------         ----------

INCOME BEFORE CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING PRINCIPLE               $153,817                   $23,223                $(22,029)           $155,011
                                            ==========                ==========             ===========          ==========

EARNINGS PER SHARE BEFORE
 CUMULATIVE EFFECT OF CHANGES
 IN ACCOUNTING PRINCIPLE                        $13.10                                                                $13.19
                                            ==========                                                            ==========

AVERAGE NUMBER OF OUTSTANDING SHARES            11,750                                                                11,750

</TABLE>



See accompanying notes to unaudited pro forma financial information.



                                       15

<PAGE>   16
                          THE WASHINGTON POST COMPANY
               Notes to Unaudited Pro Forma Financial Information



(a)      Adjustment to reduce cash by the purchase price of $253,000,000 and to
         eliminate the cash of the Stations of $616,000 not purchased by the
         Registrant.

(b)      Adjustment to eliminate trade receivables and payables and other
         assets and accrued liabilities of the Stations not purchased or
         assumed by the Registrant.

(c)      Adjustment to reflect the allocation of the purchase price to tangible
         and intangible assets based on the estimated fair values of the assets
         acquired and to eliminate the goodwill of the Stations.

(d)      Adjustment to eliminate the equity of the Stations.

(e)      Adjustment to reflect the depreciation expense that would have been
         incurred based on the estimated fair value of the acquired property,
         plant and equipment and the assumed useful lives of 5 to 30 years.

(f)      Adjustment to amortize, over a period of 15 years, the excess of the
         purchase price over the estimated fair values of the acquired tangible
         assets and to eliminate the amortization of goodwill and other
         intangibles recorded by the Stations.

(g)      Adjustment to reflect the estimated decrease in interest income that
         would have been incurred if the purchase for $253,000,000 had occurred
         at the beginning of the year with an average interest rate of 3.13%.

(h)      Adjustment to reflect the estimated increase in the Registrant's tax
         provision.





                                       16

<PAGE>   17

 
                                  SIGNATURES


         Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                   THE WASHINGTON POST COMPANY
                                                           (Registrant)





Date:    May 6, 1994                           By:      John B. Morse, Jr.
                                                        ------------------------
                                               Title:   Vice President - Finance





                                       17