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. 12)
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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.
Senior
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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March
5, 2009
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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 |
Page 2 of 7
Pages |
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
2,099,013
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8.
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Shared
Voting Power
1,078,066
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9.
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Sole
Dispositive Power
371,248
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10.
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Shared
Dispositive Power
1,078,066
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,177,079 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)
33.8%,
the number of shares of Common Stock currently owned by Donald E. Graham
(3,177,079) divided by the number of shares of Common Stock reported by
the Company as outstanding on March 6, 2009
(9,399,847).
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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 |
Page 3 of 7
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, 2001
(“Amendment No. 9”), September 12, 2002 (“Amendment No. 10”), and
October 26, 2007 (“Amendment No. 11”) 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,
Amendment No. 10 and Amendment No. 11 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:
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
March 6, 2009, Mr. Graham was the beneficial owner (as determined in accordance
with Rule 13d-3(a), (c) and (d) under the Act) of 3,177,079 shares of Class B Common
Stock of the Company, constituting approximately 33.8% 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 (s) below. Except as to the extent of: (A) his
shared fiduciary voting and investment power with respect to, and partial
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 (o) 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), (l), (m), (n), (p), (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).
(a) 600
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.
CUSIP No.
939640 10 8 |
Page 4 of 7
Pages |
(b) 10,751
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) 84,700
shares of Class A Common Stock, and 11,300 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) 294,935
shares of Class A Common Stock, and 38,000 Class B Common Stock, held in trusts
for the 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) 202,125 shares of Class A Common
Stock, and 38,350 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) 16,339 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
others. 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.
(l) 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.
(m) 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. Mosley, the other trustee.
CUSIP No.
939640 10 8 |
Page 5 of 7
Pages |
(n) 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 power
and investment power with respect to such shares with Mr. Mosley, the other
trustee.
(o) 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.
Mosley, the other trustee.
(p) 88,002 shares of Class A Common
Stock, and 17,182 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. Mosley 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. Mosley 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. Mosley and William W. Graham, the other trustees for
36,452 shares of Class A Common Stock.
(q) 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.
(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 Mr. Mosley, the other trustee.
(s) 20,000
shares of Class B Common Stock held in trusts for the benefit of two
persons. Mr. Graham, as a trustee, shared voting and investment
power with respect to such shares with Mr. Mosley, the other
trustee.
Transactions During the Past
Sixty Days:
On January 21, 2009,
a trust holding shares of Class B Common Stock for the benefit of which Mr.
Graham who shares voting and investment power as a trustee transferred 2,700
shares of Class B Common Stock to a trust holding shares of Class A
Common Stock for the benefit of another of which trust Mr. Graham is not a
trustee in exchange for 2,700 shares of Class A Common
Stock. On January 30, 2009, a trust holding shares of Class B
Common Stock for the benefit of Mr. Graham transferred 1,525 shares of Class B
Common Stock to a charitable trust which Mr. Graham is unaffiliated
with. On February 26, 2009, trusts holding shares of Class B Common
Stock for the benefit of others, of which trust Mr. Graham shares voting and
investment power with others, sold 800 shares of Class B Common Stock on the
open market for $386.62 per share. On March 3, 2009, trusts holding
shares of Class B Common Stock for the benefit of others, of which trust Mr.
Graham shares voting and investment power with others, sold 435 shares of Class
B Common Stock on the open market for $345.69 per share. On March 4,
2009, trusts holding shares of Class B Common Stock for the benefit of others,
of which trust Mr. Graham shares voting and investment power with others, sold
1,700 shares of Class B Common Stock on the open market for $345.77 per
share. On March 5, 2009, trusts holding shares of Class B Common
Stock for the benefit of others, of which trust Mr. Graham shares voting and
investment power with others, sold 5,400 shares of Class B Common Stock on the
open market for $326.33 per share. On March 6, 2009, trusts holding
shares of Class B Common Stock for the benefit of others, of which trust Mr.
Graham shares voting and investment power with others, sold 6,000 shares of
Class B Common Stock on the open market for $322.80 per share.
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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