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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
(Amendment
No. 11)
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THE
WASHINGTON POST COMPANY
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(Name
of Company)
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Class
B Common Stock $1.00 par value
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939640
10 8
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(Title
of class of securities)
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(CUSIP
number)
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Veronica
Dillon, Esq.
Vice
President, General Counsel and Secretary
The
Washington Post Company
1150
15th Street, N.W.
Washington,
D.C. 20071
(202)
334-6600
with
a copy to:
Ronald
Cami, Esq.
Cravath,
Swaine & Moore LLP
825
Eighth Avenue
New
York, NY 10019
(212)
474-1000
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(Name,
address and telephone number of person authorized to receive notices
and
communications)
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October
26, 2007
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(Date
of event which requires filing of this statement)
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If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition which is the subject of this Schedule 13D,
and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
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Note:
six copies of this statement, including all exhibits, should be filed
with
the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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The
remainder of this cover page shall be filled out for a reporting
person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall not
be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the Notes).
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CUSIP
No.
939640 10
8 &
#160; Page
2 of 6
Pages
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1.
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Names
of Reporting Person.
SS
or I.R.S. Identification No. of above person.
Donald
E. Graham
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2.
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Check
the Appropriate Box If a Member of a Group (See
Instructions):
(a) [ ]
(b) [X]
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3.
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SEC
Use Only
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4.
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Source
of Funds *
Not
Applicable
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d)
or 2(e) [ ]
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6.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially Owned By
Each
Reporting Person With
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7.
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Sole
Voting Power
2,109,606
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8.
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Shared
Voting Power
1,144,531
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9.
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Sole
Dispositive Power
381,141
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10.
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Shared
Dispositive Power
1,144,531
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,376,027
shares of Common Stock
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
*
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13.
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Percent
of Class Represented by Amount in Row (11)
35.5%,
the number of shares of Common Stock currently owned by Donald E.
Graham
(3,376,027) divided by the number of shares of Common Stock reported
by
the Company as outstanding on October 26, 2007
(9,506,517).
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14.
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Type
of Reporting Person *
IN
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*
(See
Instruction Before Filling Out)
CUSIP No. 939640 10
8 &
#160; Page 3
of 6
Pages
This
Report relates to the Class B Common Stock, par value $1.00 per share (the
“Class B Common Stock”), of The Washington Post Company (the
“Company”). The Report on Schedule 13D filed by Donald E. Graham and
Katharine Graham dated March 4, 1977 (the “Original Report”), as amended on
February 14, 1983 (“Amendment No. 1”), March 5, 1985 (“Amendment No. 2”), April
16, 1986 (“Amendment No. 3”), January 28, 1987 (“Amendment No. 4”), February 15,
1995 (“Amendment No. 5”), January 27, 1998 (“Amendment No. 6”), March 8, 2001
(“Amendment No. 7”), August 30, 2001 (“Amendment No. 8”) September 21, 2002
(“Amendment No. 9”), and September 12, 2002 (“Amendment No. 10”) is hereby
amended and supplemented as set forth below. The Original Report, as
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4,
Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment
No. 9 and Amendment No. 10 is hereinafter referred to as “Schedule
13D”. All capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in Schedule 13D.
The
descriptions contained in this Report of certain agreements and documents are
qualified in their entirety by reference to the complete texts of such
agreements and documents, which have been filed as exhibits to the Schedule
13D,
as amended by this Report, and incorporated by reference herein.
The
amendments to the Schedule 13D are as follows:
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ITEM
5.
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INTEREST
IN SECURITIES OF THE
ISSUER
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Item
5 of
Schedule 13D is hereby deleted in its entirety and substituted by the
following:
Interests
of Mr. Graham:
As
of
October 26, 2007, Mr. Graham was the beneficial owner (as determined in
accordance with Rule 13d-3(a), (c) and (d) under the Act) of
3,376,027 shares of Class B Common Stock of the Company,
constituting approximately 35.5% of such shares then outstanding (as
determined in accordance with the Rule 13d-3(d)(1) under the
Act). Such beneficial ownership was as set forth in paragraphs (a)
through (t) below. Except as to the extent of: (A) his
shared fiduciary voting and investment power with respect to, and one-quarter
beneficial interest in, the shares held in the trusts referred to in paragraph
(e) below, (B) his shared fiduciary voting and investment power with
respect to, and beneficial ownership in, the shares held in the trust referred
to in paragraph (p) below, (C) his shared fiduciary voting and investment power
with respect to the shares held in the trusts referred to in paragraphs (f),
(g), (h), (j), (m), (n), (o), (q), (r) and (s) below, (D) his sole
fiduciary voting and investment power with respect to the shares held in the
trusts referred to in paragraph (i) below, and (E) his sole voting power, under
an agreement dated as of February 25, 1977, as extended and amended as of
September 13, 1985, May 15, 1996, and July 6, 2006 with respect to the
shares referred to in paragraph (k) below, Mr. Graham has no beneficial
interest, and expressly disclaims any beneficial interest, in the shares
referred to in such paragraphs (e) through (s).
CUSIP No. 939640 10
8 &
#160; Page 4
of 6
Pages
(a) 300
shares of Class B Common Stock and 339,897 shares of Class A Common Stock,
par
value $1.00 per share (“Class A Common Stock”), of the Company (Class A Common
Stock being convertible share for share into Class B Common Stock) owned by
Mr.
Graham, as to which he had sole voting and investment power.
(b) 21,644
shares of Class B Common Stock held in a revocable trust for the benefit of
Mr.
Graham. Mr. Graham, as settlor, had sole voting and dispositive power
with respect to such shares. Mr. Graham has the right to revoke such
trust at any time.
(c) 87,623
shares of Class A Common Stock, and 29,207 Class B Common Stock, held
in a trust for the benefit of Mr. Graham. Mr. Graham, as a trustee,
shared voting and investment power with respect to such shares with Daniel
L.
Mosley, the other trustee.
(d) 72,000
shares of Class A Common Stock, and 24,000 of Class B Common Stock, held in
a
trust for the benefit of Mr. Graham. Mr. Graham, as a trustee, shared
voting and investment power with Mr. Mosley, the other trustee.
(e) 288,000
shares of Class A Common Stock, and 96,000 Class B Common Stock, held
in trusts for the equal benefit of four persons (including Mr. Graham) and
their
descendants. Mr. Graham, as a trustee, shared voting and investment
power with respect to such shares with George J. Gillespie III and Elizabeth
Graham Weymouth, the other trustees.
(f) 178,125 shares
of Class A Common Stock, and 62,350 Class B common Stock, held in
trusts for the benefit of others. Mr. Graham, as a trustee, shared
voting and investment power with Mr. Mosley, the other trustee.
(g) 40,123
shares of Class A Common Stock, and 13,374 Class B Common Stock, held
in trust for the benefit of another. Mr. Graham, as a trustee, shared
voting and investment power with respect to such shares with Mr. Mosley and
Stephen M. Graham, the other trustees.
(h) 46,339 shares
of Class B Common Stock held in a charitable trust for the benefit of
others. Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with Theodore Lutz, Martin Cohen, Carol M. Melamed
and Lionel W. Neptune, the other trustees.
(i) 20,000
shares of Class B Common Stock held in two trusts for the benefit of
others. Mr. Graham, as trustee, had sole voting and investment power
with respect to such shares.
(j) 1,800
shares of Class B Common Stock held in two trusts for the benefit of
another. Mr. Graham, as trustee, shared voting and investment power
with respect to such shares with Mary Graham and Mr. Gillespie, the other
trustees.
(k) 1,727,765 shares
of Class B Common Stock owned by Berkshire Hathaway Inc. or its subsidiaries,
as
to which Mr. Graham had sole voting power under an agreement dated as of
February 25, 1977, as extended and amended as of September 13, 1985, and as
extended and amended as of May 15, 1996, and as extended and amended on
July 6, 2006, as more fully described in Item 6 below.
(l) 121,950
shares of Class B Common Stock owned by Mr. Graham’s spouse as to which Mr.
Graham disclaims any beneficial ownership.
(m) 5,000
shares of Class B Common Stock held by a trust for the benefit of
another. Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with William W. Graham and Mr. Gillespie, the other
trustees.
CUSIP No. 939640 10
8 &
#160; Page 5
of 6
Pages
(n) 1,800 shares
of Class B Common Stock held in trusts for the benefit of two
persons. Mr. Graham, as trustee, shared voting power and investment
power with respect to such shares with Mr. Gillespie, the other
trustee.
(0) 19,351 shares
of Class B Common Stock held by a trust for the benefit of Mr.
Graham. Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with Mr. Gillespie, the other
trustee.
(p) 58,055 shares
of Class A Common Stock held by a trust for the benefit of Mr.
Graham. Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with Mr. Gillespie, the other trustee.
(q) 78,889 shares
of Class A Common Stock, and 26,235 shares of Class B Common
Stock, held by trusts for the benefit of others. Mr.
Graham, as a trustee, shared voting and investment power with respect to such
shares with Mr. Gillespie and Elizabeth Weymouth, the other trustees for 31,025
shares of Class A Common Stock, and 10,341 shares of Class B Common Stock,
and
with Mr. Gillespie and Stephen M. Graham, the other trustees for 20,525 shares
of Class A Common Stock, and 6,841 shares of Class B Common Stock, and with
Mr.
Gillespie and William W. Graham, the other trustees for 27,339 shares of Class
A
Common Stock, and 9,113 shares of Class B Common Stock
(r) 5,400
shares of Class A Common Stock held in trusts for the equal benefit of two
persons. Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with Mary Graham and Mr. Gillespie, the
other trustees.
(s) 5,400
shares of Class A Common Stock held in trusts for the equal benefit of two
persons. Mr. Graham, as a trustee, shared voting and investment power
with respect to such shares with Mr. Gillespie, the other trustee.
(t) 5,400
shares of Class A Common Stock owned by Mr. Graham’s spouse as to which Mr.
Graham disclaims any beneficial ownership.
Transactions
During the Past Sixty Days:
On
October 26, 2007, Donald Graham made
gifts of Class B Common Stock to Mary Graham, his spouse, totaling 94,300
shares. Certain of these shares will be held by a charitable trust of
which Mary Graham is a trustee.
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ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE COMPANY
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The
text
of item 6 is followed by the following:
The
voting agreement dated as of
February 25, 1977, as extended and amended on September 13, 1985, May 15, 1996,
was further extended on July 6, 2006 (with a termination date (which may be
extended) of February 24, 2017).
CUSIP No. 939640 10
8 &
#160; Page 6
of 6
Pages
SIGNATURES
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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By:
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/s/
Donald E. Graham
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Name:
Donald E. Graham
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