============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
THE WASHINGTON POST COMPANY
(Name of Issuer)
THE WASHINGTON POST COMPANY
(Name of Person(s) Filing Statement)
CLASS B COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
93964010
(CUSIP Number of Class of Securities)
Diana M. Daniels, 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:
David V. Armstrong, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
============================================================================
This Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed by The Washington Post Company, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission on November 10, 1999 (the "Schedule 13E-4"), relating to an
offer by the Company to purchase up to 500,000 shares of its Class B Common
Stock, par value $1.00 per share at a price of $575 per share, upon the
terms and subject to the conditions set forth in the Offer to Purchase
dated November 10, 1999 (the "Offer to Purchase") and in the related Letter
of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 13E-4.
Item 8. Additional Information.
Item 8 of the Schedule 13E-4 is hereby amended and supplemented
so that each of the phrase "the Company's sole judgment" in the first
paragraph of and the phrase "its sole discretion" in the first sentence of
the second paragraph from the end of Section 6 "Certain Conditions of the
Offer" of the Offer to Purchase is hereby amended and restated in its
entirety to read "the Company's sole and reasonable judgment".
SIGNATURE
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.
Date: December 7, 1999
THE WASHINGTON POST COMPANY,
by
/s/ Diana M. Daniels
----------------------
Name: Diana M. Daniels
Title: Vice President, General
Counsel and Secretary