UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 1, 2012
THE WASHINGTON POST COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
1-6714 |
53-0182885 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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1150 15th Street, N.W. Washington, D.C. |
20071 |
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(Address of principal executive offices) |
(Zip Code) |
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(202) 334-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 8 – Other Events
Item 8.01 Other Events
On September 28, 2012, The Washington Post Company entered into a stock purchase agreement to acquire a controlling interest in Celtic Healthcare, Inc., a provider of home healthcare and hospice services in the northeastern and mid-Atlantic regions. The transaction is subject to customary closing conditions, including completion of regulatory filings, and is expected to close in approximately 30 days.
On October 1, 2012, The Washington Post Company issued the press release attached as Exhibit 99.1. The text of such Exhibit is hereby incorporated by reference into this Item 8.01.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Press release dated October 1, 2012
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SIGNATURE
Pursuant to the requirements of the Securities 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 October 1, 2012 /s/ Veronica Dillon
Veronica Dillon
Senior Vice President,
Secretary and General Counsel
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Exhibit Index
Exhibit 99.1 Press release dated October 1, 2012
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The Washington Post Company
To Acquire Majority Interest in Celtic Healthcare, Inc.
WASHINGTON—October 1, 2012—The Washington Post Company (NYSE: WPO) today announced it has agreed to acquire a majority interest in Celtic Healthcare, Inc., a leading provider of skilled home healthcare and hospice services in the northeastern and mid-Atlantic regions. Arnie Burchianti, Celtic’s founder and CEO, will continue to run the business as CEO and co-owner. The purchase price was not disclosed.
Donald E. Graham, chairman and chief executive officer of The Washington Post Company, said: “Our acquisition of Celtic Healthcare is part of the Post Company’s ongoing strategy of investing in companies with demonstrated earnings potential and strong management teams attracted to our long-term investment horizon. It also fits with our decentralized operating philosophy. We are a diverse group of businesses sharing common goals and values but each with its own identity and workplace culture, and with management responsible for its operations.”
Celtic Healthcare founder and chief executive officer Arnie Burchianti said: “This pending investment from The Washington Post Company is a landmark event for our company. It positions Celtic for continued growth by combining our strong leadership, technology and expertise in delivering patient-centered care with the financial resources, long-term investment commitment and corporate values of The Washington Post Company. Celtic’s management team and I view this as an excellent opportunity for our company, employees and, most importantly, the patients we have the privilege of serving on a daily basis.”
Edge Healthcare Partners, LLC is serving as the exclusive financial advisor to Celtic.
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About Celtic Healthcare, Inc.
Celtic Healthcare is a multi-state provider of Medicare-certified home healthcare and hospice services. Founded in Mars, PA, by Arnie Burchianti, a practicing physical therapist, Celtic’s service area now spans throughout western, central and northeastern Pennsylvania, and Montgomery and Baltimore counties in Maryland. Celtic Healthcare has earned national recognition for its proprietary technology and specialized chronic disease management programs utilizing virtual and telehealth technologies. Celtic also has received numerous awards including Best Places to Work, Fastest Growing Company, Homecare Marketing and Homecare Elite Status.
About The Washington Post Company
The Washington Post Company (NYSE:WPO) is a diversified education and media company. The Company’s Kaplan subsidiary provides a wide variety of educational services, both domestically and outside the United States, including programs to prepare students for careers in healthcare and many other fields. Its media operations include cable television systems, newspaper publishing (principally The Washington Post) and television broadcasting (through the ownership and operation of six television broadcast stations).
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Contacts: Rima Calderon
(202) 334-6617
calderonr@washpost.com
Jodi McKinney
(724) 720-1221
mckinneyj@celtichealthcare.com