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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)
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)
939640108
(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)
NOVEMBER 10, 1999
(Date Tender Offer First Published, Sent, or Given to Security Holders)
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TRANSACTION VALUE* AMOUNT OF FILING FEE*
- - - -----------------------------------------------------------------------------------------------
$287,500,000 $57,500
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*Calculated solely for the purposes of determining the filing fee, based on
the purchase of 500,000 shares at the price per share of $575.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Item 1. Security and Issuer.
(a) The name of the issuer is The Washington Post Company, a Delaware
corporation (the "Company"). The Company's principal executive office is located
at 1150 15th St., N.W., Washington, D.C. 20071.
(b) Reference is hereby made to the Introduction and Section 1, "Number of
Shares; Proration; Extension of the Offer", of the Offer to Purchase, each of
which is incorporated herein by reference.
(c) Reference is hereby made to Section 7, "Price Range of Shares", of the
Offer to Purchase, which Section is incorporated herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) - (b) Reference is hereby made to Section 10, "Source and Amount of
Funds", of the Offer to Purchase, which Section is incorporated herein by
reference.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliates.
Reference is hereby made to the Introduction, Section 8, "Purpose of the
Offer; Certain Effects of the Offer ", and Section 9, "Certain Information
Concerning the Company", of the Offer to Purchase, each of which Section is
incorporated herein by reference. Other than as disclosed therein, the Company
has no present plans or proposals which relate to, or would result in, any
transaction or other occurrence with respect to the Company or the Shares of the
type listed in paragraphs (a) through (j) of Item 3 of Schedule 13E-4.
Item 4. Interest in Securities of the Issuer.
Reference is hereby made to the Introduction and Section 12, "Transactions
and Arrangements Concerning the Shares", of the Offer to Purchase, which are
incorporated herein by reference.
Specifically, with regard to a trust of which two directors, Messrs. Donald
Graham and George J. Gillespie, III, act as trustees, the following number of
shares were sold in open market transactions within forty business days prior to
the commencement of the Offer:
September 22, 1999 3,822 shares $538
September 24, 1999 1,100 shares $529
September 28, 1999 600 shares $523.1667
October 1, 1999 4,100 shares $508.5213
October 4, 1999 10,900 shares $512.4817
Item 5. Contracts, Arrangements, Understandings or Relationships with Respect
to the Issuer's Securities.
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Reference is hereby made to Section 12, "Transactions and Arrangements
Concerning the Shares", of the Offer to Purchase, which Section is incorporated
herein by reference.
Item 6. Persons Retained, Employed or to be Compensated.
Reference is hereby made to Section 12, "Transactions and Arrangements
Concerning the Shares", and Section 16, "Fees and Expenses", of the Offer to
Purchase, each of which Sections is incorporated herein by reference.
Item 7. Financial Information.
(a) Reference is hereby made to Section 9, "Certain Information Concerning
the Company", of the Offer to Purchase, which Section is incorporated herein by
reference.
(b) Reference is hereby made to Section 9, "Certain Information Concerning
the Company", of the Offer to Purchase for information concerning certain pro
forma financial effects of the Offer, which Section is incorporated herein by
reference. Pro forma data is not provided for items in the Company's financial
statements on which the effect of the purchase of Shares pursuant to the Offer
and the Agreement would not be material.
Item 8. Additional Information.
(a) Not applicable.
(b) Reference is hereby made to Section 13, "Certain Legal Matters;
Regulatory and Foreign Approvals" of the Offer to Purchase, which Section is
incorporated herein by reference.
(c) Reference is hereby made to Section 8, "Purpose of the Offer; Certain
Effects of the Offer", of the Offer to Purchase, which Section is incorporated
herein by reference.
(d) Not applicable.
(e) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, which are incorporated herein by reference in their
entirety.
Item 9. Material to Be Filed as Exhibits.
(a)(1) Offer to Purchase dated November 10, 1999.
(a)(2) Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter from Allen & Company Incorporated to
Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees.
(a)(5) Form of Letter for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees with their clients.
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(a)(6) Form of Letter from trustee to participants in the
Company's 401(k) Savings Plans.
(a)(7) Tender Offer Instruction Form from trustee to
participants in the Company's 401(k) Savings Plans.
(a)(8) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(9) Form of summary advertisement dated November 10, 1999.
(a)(10) Text of press release issued by the Company dated November
8, 1999.
(b) Credit Agreement dated as of March 17, 1998 among the
Company, Citibank, N.A., Wachovia Bank of Georgia, N.A.,
and the other Lenders named therein (incorporated by
reference to Exhibit 4.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 28, 1997).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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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: November 10, 1999
THE WASHINGTON POST COMPANY,
By /s/ Diana M. Daniels
------------------------------
Diana M.Daniels
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit
- - - --------
(a)(1) Offer to Purchase dated November 10, 1999
(a)(2) Letter of Transmittal
(a)(3) Form of Notice of Guaranteed Delivery
(a)(4) Form of Letter from Allen & Company Incorporated to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees
(a)(5) Form of Letter for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees with their clients
(a)(6) Form of Letter from trustee to participants in the
Company's 401(k) Savings Plans
(a)(7) Tender Offer Instruction Form from the trustee to participants in the
Company's 401(k) Savings Plans
(a)(8) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9
(a)(9) Form of summary advertisement dated November 10, 1999
(a)(10) Text of press release issued by the Company dated November 8, 1999
(b) Credit Agreement dated as of March 17, 1998 among the Company,
Citibank, N.A., Wachovia Bank of Georgia, N.A., and the other
Lenders named therein (incorporated by reference to Exhibit 4.1
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997)
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OFFER TO PURCHASE FOR CASH
BY
THE WASHINGTON POST COMPANY
FOR UP TO
500,000 SHARES OF ITS CLASS B COMMON STOCK
AT
$575 NET PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON FRIDAY, DECEMBER 10, 1999, UNLESS THE OFFER IS EXTENDED.
The Washington Post Company, a Delaware corporation (the "Company"), is
offering to purchase up to 500,000 shares of its Class B Common Stock, par
value $1.00 per share ("Shares"), at a price of $575 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which together
constitute the "Offer"), including the proration provisions described herein.
The Company reserves the right, in its sole discretion but subject to any
applicable legal requirements, to purchase more than 500,000 Shares pursuant to
the Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
----------------------
The Shares are listed and traded on the New York Stock Exchange (the "NYSE").
On November 8, 1999, the last full trading day before the announcement of the
terms of the Offer, the reported closing sales price of the Shares on the NYSE
Composite Tape was $531 per Share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT
MARKET QUOTATION FOR THE SHARES.
----------------------
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO
WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH SHAREHOLDER'S SHARES
PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST MAKE SUCH SHAREHOLDER'S OWN
DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. THE
COMPANY HAS BEEN INFORMED THAT ITS CONTROLLING SHAREHOLDERS DO NOT INTEND TO
TENDER ANY SHARES PURSUANT TO THE OFFER. THE COMPANY HAS ALSO BEEN INFORMED
THAT CERTAIN OF ITS OFFICERS AND CERTAIN TRUSTS OF WHICH CERTAIN DIRECTORS ARE
TRUSTEES MAY TENDER SHARES PURSUANT TO THE OFFER.
----------------------
THE DEALER MANAGER FOR THE OFFER IS:
[ALLEN & COMPANY LOGO]
November 10, 1999
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IMPORTANT
Any shareholder desiring to tender all or any portion of such shareholder's
Shares should either (1) complete and sign the Letter of Transmittal or a
facsimile copy thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other documents required by the Letter
of Transmittal to First Chicago Trust Company of New York, the depositary for
the Offer (the "Depositary"), and either mail or deliver the certificates for
such Shares to the Depositary along with all such other documents or follow the
procedure for book-entry transfer set forth in Section 3, or (2) request such
shareholder's broker, dealer, commercial bank, trust company or other nominee
to effect the transaction for such shareholder. A SHAREHOLDER HAVING SHARES
REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE MUST CONTACT SUCH BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY
OR OTHER NOMINEE IF SUCH SHAREHOLDER DESIRES TO TENDER SUCH SHARES.
SHAREHOLDERS MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL IN ORDER TO
EFFECT A VALID TENDER OF THEIR SHARES.
A shareholder who desires to tender Shares and whose certificates for such
Shares are not immediately available (or who cannot follow the procedure for
book-entry transfer on a timely basis) or who cannot transmit the Letter of
Transmittal and all other required documents to the Depositary before the
Expiration Date (as defined in Section 1) should tender such Shares by
following the procedure for guaranteed delivery set forth in Section 3.
----------------------
Any questions or requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase. Shareholders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
----------------------
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING
SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL.
IF MADE OR GIVEN, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
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TABLE OF CONTENTS
SECTION PAGE
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Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1. Number of Shares; Proration; Extension of the Offer . . . . . . . . . . . . . . . . 3
2. Tenders by Holders of Fewer than 100 Shares . . . . . . . . . . . . . . . . . . . . 4
3. Procedure for Tendering Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Proper Tender of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Signature Guarantees and Methods of Delivery . . . . . . . . . . . . . . . . . . 5
Book-Entry Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Guaranteed Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Determination of Validity; Rejection of Shares; Waiver of Defects;
No Obligation to Give Notice of Defects . . . . . . . . . . . . . . . . . . . . 7
Backup Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . 7
401(k) Savings Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5. Acceptance for Payment of Shares and Payment of Purchase Price . . . . . . . . . 8
6. Certain Conditions of the Offer . . . . . . . . . . . . . . . . . . . . . . . . 10
7. Price Range of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8. Purpose of the Offer; Certain Effects of the Offer . . . . . . . . . . . . . . . 12
9. Certain Information Concerning the Company . . . . . . . . . . . . . . . . . . . 14
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Summary Historical Consolidated Financial Information . . . . . . . . . . . 14
Pro Forma Consolidated Financial Information (Unaudited) . . . . . . . . . . 17
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
10. Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
11. Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . 21
Gain or Loss Recognition . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Backup Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Foreign Shareholder Withholding . . . . . . . . . . . . . . . . . . . . . . 23
State, Local and Foreign Taxes . . . . . . . . . . . . . . . . . . . . . . . 23
12. Transactions and Arrangements Concerning the Shares . . . . . . . . . . . . . . 23
13. Certain Legal Matters; Regulatory and Foreign Approvals . . . . . . . . . . . . 24
14. 401(k) Savings Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
15. Extension of Tender Period; Termination; Amendments . . . . . . . . . . . . . . 25
16. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
17. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
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To the Holders of Class B Common Stock of
The Washington Post Company:
INTRODUCTION
The Washington Post Company, a Delaware corporation (the "Company"), is
offering to purchase up to 500,000 shares of its Class B Common Stock, par
value $1.00 per share ("Shares"), at a price of $575 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which together
constitute the "Offer"). The Company reserves the right, in its sole
discretion, to purchase more than 500,000 Shares pursuant to the Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
The Board of Directors believes that the Company's financial position, outlook
and current market conditions make this an attractive time for the Company to
repurchase a portion of the outstanding Shares. In the view of the Board of
Directors, the Offer represents an acceleration of the Company's existing share
repurchase program.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS (THE "BOARD") MAKES ANY
RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF SUCH
SHAREHOLDER'S SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST MAKE SUCH
SHAREHOLDER'S OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES
TO TENDER.
Donald E. Graham and Katharine Graham, Chairman of the Board and Chairman of
the Executive Committee of the Board, respectively, together control the vote
of an aggregate of 60.2% of the Company's Class A Common Stock (which is
entitled to elect 70% of the Company's Board) and own 463,740 Shares in the
aggregate. Mr. Graham and Mrs. Graham have each informed the Company that
neither of them intends to tender any Shares pursuant to the Offer. Mr. Alan
Spoon, President and Chief Operating Officer of the Company, who owns 7,866
Shares, has advised the Company that he intends to exercise two options granted
in 1991 and expiring in 2001, covering an aggregate of 60,000 Shares with
exercise prices of $222 and $318.50, and he then intends to sell a portion of
such Shares in open market transactions to pay for the exercise price and
related withholding taxes; he has also advised the Company that he may tender
option Shares pursuant to the Offer. Mr. John Morse, Jr., Vice
President--Finance and Chief Financial Officer of the Company, who owns 1,365
Shares, has advised the Company that he intends to exercise an option granted
in 1990 and expiring in 2000, covering 1,500 Shares with an exercise price of
$205.50, and he then intends to sell a portion of such Shares in open market
transactions to pay for the exercise price and related withholding taxes; he
has also advised the Company that he may tender option Shares pursuant to the
Offer. The other two executive officers of the Company, who collectively own
4,466 Shares have advised the Company that they may be exercising stock options
covering 2,000 Shares and tendering option Shares pursuant to the Offer. The
Company's other directors have advised the Company that they do not intend to
tender any Shares owned by them pursuant to the Offer. In addition, the Company
has also been advised that Shares held by certain trusts of which certain
directors are trustees may be tendered pursuant to the Offer, including Shares
held by
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certain Graham family trusts and Shares owned by the Philip L. Graham Fund, a
charitable trust.
As of October 31, 1999, there were 8,305,323 Shares outstanding. Pursuant to
the Company's Long-Term Incentive Compensation Plan (the "Incentive Plan"), as
of October 31, 1999, an additional 31,792 Shares were subject to outstanding
awards. Pursuant to the Company's Employee Stock Option Plan (the "Option
Plan") as of October 31, 1999, 156,475 Shares were subject to currently
exercisable options. In addition, the Company has outstanding 1,739,250 Class
A Common Shares, each of which is convertible into one Share.
Accordingly, the 500,000 Shares which the Company is offering to purchase in
the Offer represent approximately 6% of the Shares outstanding as of October
31, 1999, and approximately 5% of the sum of the Shares then outstanding and
all Shares which may be issued upon exercise of outstanding awards, options and
rights to convert as of such date (including the rights of the holders of the
Class A Common Stock to convert such stock into Shares). Holders of awards,
options and rights to convert would have to exercise such awards, options or
rights and convert them irrevocably into Shares in order to tender such Shares
pursuant to the Offer.
Neither the Company nor the Board makes any recommendation to any holder of
awards, options or rights to convert as to whether to exercise any or all such
options, warrants or rights or to tender any or all Shares issuable upon such
exercise.
If before the Expiration Date (as defined in Section 1), more than 500,000
Shares, or such greater number of Shares as the Company may decide to purchase,
are validly tendered and not withdrawn, the Company will, upon the terms and
subject to the conditions of the Offer, accept Shares for purchase, first, from
all Shares properly tendered by any Odd Lot Holder (as defined in Section 1)
who tenders all Shares beneficially owned by such Odd Lot Holder and complies
with the requirements set forth in Section 2 and then, on a pro rata basis,
from all other Shares validly tendered and not withdrawn. See Sections 1 and
2. All Shares not purchased pursuant to the Offer, including Shares not
purchased because of proration, will be returned to the tendering shareholders
at the Company's expense. Tendering shareholders will not be obligated to pay
brokerage commissions, solicitation fees or, subject to Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by the
Company. The Company will pay all reasonable charges and expenses incurred by
Allen & Company Incorporated ("Allen & Company"), which has been appointed as
the dealer manager (the "Dealer Manager"), First Chicago Trust Company of New
York ("First Chicago"), which has been appointed as the depositary (the
"Depositary") and Corporate Investor Communications, Inc., which has been
appointed the information agent (the "Information Agent") for the Offer. See
Section 16.
The Shares are listed and traded on the New York Stock Exchange (the "NYSE").
On November 8, 1999, the last full trading day before the announcement of the
terms of the Offer, the reported closing sales price on the NYSE Composite Tape
was $531 per Share. See Section 7. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT
MARKET QUOTATION FOR THE SHARES.
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6
THE OFFER
1. NUMBER OF SHARES; PRORATION; EXTENSION OF THE OFFER
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and will thereby purchase) up to 500,000 Shares or such
lesser number of Shares as are properly tendered (and not withdrawn in
accordance with Section 4) before the Expiration Date at a price of $575 per
Share (the "Purchase Price"). The term "Expiration Date" means 5 p.m., New
York City time, on Friday, December 10, 1999, unless and until the Company, in
its sole discretion, shall have extended the period of time for which the Offer
is open, in which event the term "Expiration Date" shall refer to the latest
time and date at which the Offer, as so extended by the Company, shall expire.
For a description of the Company's rights to extend the period of time during
which the Offer is open and to delay, terminate or amend the Offer, see Section
15. See also Section 6. Subject to the purchase of Shares validly tendered
and not withdrawn by Odd Lot Holders as set forth in Section 2, if the Offer is
oversubscribed, Shares tendered before the Expiration Date will be subject to
proration. The proration period also expires on the Expiration Date.
The Company reserves the right, in its sole discretion, at any time or from
time to time, to extend the period of time during which the Offer is open by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof. See Section 15. There can be no assurance,
however, that the Company will exercise its right to extend the Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
All Shares purchased pursuant to the Offer will be purchased at the Purchase
Price, net to the seller in cash. If (a) the Company (i) increases or
decreases the price to be paid for Shares or the Dealer Manager's solicitation
fee, (ii) increases the number of Shares being sought and any such increase
exceeds 2% of the outstanding Shares or (iii) decreases the number of Shares
being sought, and (b) the Offer is scheduled to expire at any time earlier than
the expiration of a period ending on the tenth business day from and including
the date that notice of such increase or decrease is first published, sent or
given in the manner specified in Section 15, the Offer will be extended until
the expiration of such ten business day period. For the purposes of the Offer,
a "business day" means any day other than a Saturday, Sunday or Federal holiday
and consists of the time period from 12:01 a.m. through 12:00 midnight, New
York City time.
All Shares not purchased pursuant to the Offer, including Shares not purchased
because of proration, will be returned to the tendering shareholders at the
Company's expense as promptly as practicable (which, in the event of proration,
is expected to be approximately 12 NYSE trading days) following the Expiration
Date.
If the number of Shares validly tendered and not withdrawn before the
Expiration Date is less than or equal to 500,000 Shares (or such greater number
of Shares as the Company may elect to purchase pursuant to the Offer), the
Company, upon the terms and subject to the conditions of the Offer, will
purchase at the Purchase Price all Shares so tendered and not withdrawn.
If the number of Shares validly tendered and not withdrawn before the
Expiration Date is greater than 500,000 Shares (or such greater number of
Shares as the Company may
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7
elect to purchase pursuant to the Offer), the Company, upon the terms and
subject to the conditions of the Offer, will accept Shares for purchase in the
following order of priority:
(a) first, all Shares (excluding Shares attributable to individual accounts
under the Company's 401(k) Savings Plans) validly tendered and not
withdrawn before the Expiration Date by any shareholder who beneficially
owned as of the close of business on November 8, 1999, and who continues to
own beneficially until the Expiration Date, an aggregate of fewer than 100
Shares (each an "Odd Lot Holder") who:
(1) tenders all Shares (excluding Shares attributable to individual
accounts under the Company's 401(k) Savings Plans) beneficially owned
by such Odd Lot Holder (partial tenders will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of Transmittal
and, if applicable, on the Notice of Guaranteed Delivery; and
(b) then, after purchase of all the foregoing Shares, all other Shares validly
tendered and not withdrawn before the Expiration Date on a pro rata basis,
if necessary (with adjustments to avoid purchases of fractional Shares).
In the event that proration of tendered Shares is required, the Company will
determine the final proration factor as promptly as practicable after the
Expiration Date. Proration for each shareholder tendering Shares, other than
Odd Lot Holders, shall be based on the ratio of the number of Shares tendered
by such shareholder to the total number of Shares tendered by all shareholders,
other than Odd Lot Holders. Although the Company does not expect that it will
be able to announce the final proration factor until approximately seven NYSE
trading days after the Expiration Date, it will announce preliminary results of
proration by press release as promptly as practicable after the Expiration
Date. Shareholders may obtain such preliminary information from the
Information Agent and may be able to obtain such information from their brokers
or financial advisors.
As described in Section 11, the number of Shares that the Company will purchase
from a shareholder may affect the United States federal income tax consequences
to the shareholder of such purchase and therefore may be relevant to a
shareholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering shareholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of
proration. Confirmation of a shareholder's designation will be made by a
notation by the Depositary on the check for the Purchase Price received by the
shareholder.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
The Company, upon the terms and subject to the conditions of the Offer, will
accept for purchase, without proration, all Shares validly tendered and not
withdrawn before the Expiration Date by or on behalf of Odd Lot Holders. See
Section 1. To avoid proration, however, an Odd Lot Holder must validly tender
all Shares (excluding Shares attributable to individual accounts under the
401(k) Savings Plans) that such Odd Lot Holder beneficially owns. Partial
tenders will not qualify for this preference. This preference is not available
to owners of 100 or more Shares in the aggregate even if such owners have
separate stock certificates for fewer than 100 Shares. Any Odd Lot Holder
wishing to tender all Shares (excluding Shares attributable to individual
accounts under the
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401(k) Savings Plans) beneficially owned by such Odd Lot Holder pursuant to the
Offer and qualify for this preference must complete the box captioned "Odd
Lots" on the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery. See Section 3.
The Company also reserves the right, but will not be obligated, to purchase all
Shares duly tendered by any shareholder who tendered all Shares beneficially
owned and who, as a result of proration, would then beneficially own an
aggregate of fewer than 100 Shares. If the Company exercises this right, it
will increase the number of Shares that it is offering to purchase in the Offer
by the number of Shares purchased through the exercise of such right.
3. PROCEDURE FOR TENDERING SHARES
PROPER TENDER OF SHARES. For Shares to be validly tendered pursuant to the
Offer:
(a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedure for book-entry transfer set forth
below), together with a properly completed and duly executed Letter of
Transmittal (or a facsimile copy thereof) with any required signature
guarantees, and any other documents required by the Letter of
Transmittal, must be received before the Expiration Date by the
Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase; or
(b) the tendering shareholder must comply with the guaranteed delivery
procedure set forth below.
A tender of Shares pursuant to any of the procedures described above will
constitute the tendering shareholder's representation and warranty to the
Company that (a) such shareholder has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder (collectively, the
"Exchange Act"), and (b) the tender of such Shares complies with Rule 14e-4.
It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender
Shares for such person's own account unless, at the time of tender and at the
end of the proration period or period during which Shares are accepted by lot
(including any extensions thereof), the person so tendering (i) has a net long
position equal to or greater than the amount of (x) Shares tendered or (y)
other securities convertible into or exchangeable or exercisable for the Shares
tendered and will acquire such Shares for tender by conversion, exchange or
exercise and (ii) will deliver or will cause to be delivered such Shares in
accordance with the terms of the Offer. Rule 14e-4 provides a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the tendering
shareholder and the Company upon the terms and conditions of the Offer.
SIGNATURE GUARANTEES AND METHODS OF DELIVERY. No signature guarantee is
required on the Letter of Transmittal if (1) the Letter of Transmittal is
signed by the registered owner of the Shares (which term, for purposes of this
Section, includes any participant in The Depository Trust Company (the
"Book-Entry Transfer Facility") whose name appears on a security position
listing as the owner of the Shares) tendered therewith, and payment and
delivery are to be made directly to such registered owner at such owner's
address shown on the records of the Company, or (2) Shares are tendered for the
account of a financial institution (including most banks, savings and loan
associations,
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and brokerage houses) that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchanges Medallion Program (each such entity being hereinafter
referred to as an "Eligible Institution").
IN ALL OTHER CASES, ALL SIGNATURES ON THE LETTER OF TRANSMITTAL MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION. SEE INSTRUCTION 1 OF THE LETTER OF
TRANSMITTAL.
If a certificate representing Shares is registered in the name of a person
other than the person signing a Letter of Transmittal, or if payment is to be
made, or certificates for Shares not purchased or tendered are to be issued, to
a person other than the registered owner, the certificate must be endorsed or
accompanied by an appropriate stock power, in either case signed exactly as the
name of the registered owner appears on the certificate, with the signature on
the certificate or stock power guaranteed by an Eligible Institution. In all
cases, payment for Shares tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of certificates
for such Shares (or a timely confirmation of a book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility), a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) and any other documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING STOCK CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect to
the Shares at the Book-Entry Transfer Facility for purposes of the Offer within
two business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the Book-Entry Transfer Facility's system
may make book-entry delivery of the Shares by causing such facility to transfer
such Shares into the Depositary's account in accordance with the Book-Entry
Facility's procedure for such transfer. Even though delivery of Shares may be
effected through book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), with any required signature guarantees
and other required documents, must, in any case, be transmitted to and received
by the Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase before the Expiration Date, or the guaranteed delivery
procedure set forth below must be followed. DELIVERY OF THE LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
GUARANTEED DELIVERY. If a shareholder desires to tender Shares pursuant to the
Offer and such shareholder's stock certificates are not immediately available
(or the procedure for book-entry transfer cannot be followed on a timely basis)
or time will not permit the Letter of Transmittal and all other required
documents to reach the Depositary before the Expiration Date, such Shares may
nevertheless be tendered provided that all the following conditions are
satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives (by hand, mail or facsimile transmission)
before the Expiration Date, a properly completed and duly executed
Notice of Guaranteed
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Delivery substantially in the form the Company has provided with this
Offer to Purchase; and
(c) the certificates for all tendered Shares in proper form for transfer
(or confirmation of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), together
with a properly completed and duly executed Letter of Transmittal (or
a facsimile thereof) and any other documents required by the Letter of
Transmittal, are received by the Depositary within three NYSE trading
days after the date of execution of such Notice of Guaranteed
Delivery.
DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares
to be accepted and the validity, form, eligibility (including time of receipt)
and acceptance for payment of any tender of Shares will be determined by the
Company, in its sole discretion, which determination shall be final and binding
on all parties. The Company reserves the right to reject any or all tenders
determined by it not to be in proper form or the acceptance for payment of
which may, in the opinion of the Company's counsel, be unlawful. The Company
also reserves the right to waive any of the conditions of the Offer (except as
otherwise provided in Section 6) and any defect or irregularity in the tender
of any particular Shares. No tender of Shares will be deemed properly made
until all defects or irregularities have been cured or waived. None of the
Company, the Dealer Manager, the Depositary, the Information Agent or any other
person is or will be obligated to give notice of any defects or irregularities
in tenders, and none of them will incur any liability for failure to give any
such notice.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Unless an exemption applies under the
applicable law concerning "backup withholding" of United States federal income
tax, the Depositary will be required to withhold, and will withhold and remit
to the United States Treasury, 31% of the gross proceeds otherwise payable to a
shareholder (or other payee) pursuant to the Offer unless the shareholder (or
other payee) provides such person's tax identification number (social security
number or employer identification number) and certifies, under penalties of
perjury, that such number is correct and that such person is not subject to
backup withholding. Each tendering shareholder should complete and sign the
main signature form and the Substitute Form W-9 included as part of the Letter
of Transmittal so as to provide the information and certification necessary to
avoid backup withholding, unless an applicable exemption exists and is proved
in a manner satisfactory to the Company and the Depositary. Certain
shareholders, including, among others, all corporations and certain foreign
shareholders, in addition to foreign corporations, are not subject to these
backup withholding and reporting requirements. Noncorporate foreign
shareholders generally should complete and sign a Form W-8 or W-8BEN,
Certificate of Foreign Status, a copy of which may be obtained from the
Depositary, in order to avoid backup withholding. See Instruction 10 of the
Letter of Transmittal.
For a discussion of certain other Federal income tax consequences of the Offer,
see Section 11.
401(k) SAVINGS PLANS. Participants in the 401(k) Savings Plans of The
Washington Post Company ("401(k) Savings Plans") who wish to have the trustee
of the 401(k) Savings Plans tender Shares allocable to their accounts should so
indicate by completing, executing and returning to the trustee the instruction
form included in the notice sent to such participants by the deadline specified
in such instruction form. Participants in the
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401(k) Savings Plans may not use the Letter of Transmittal to direct the
trustee to tender Shares allocable to such shareholders' accounts but must use
the separate instruction form sent to them. Under ERISA, the trustee may be
obligated to take action and make an independent decision irrespective of
directions given by participants. Accordingly, although instructions from
participants are being solicited for the trustee's information and will be
given due consideration by it, the trustee is not bound under ERISA by such
instructions and thus may tender Shares or may not tender Shares, as the case
may be, contrary to such designations. Directions as to the subsequent
reinvestment of the proceeds from the tendered Shares will be followed by the
Trustee. PARTICIPANTS IN THE 401(k) SAVINGS PLANS ARE URGED TO READ THE
SEPARATE INSTRUCTION FORMS AND RELATED MATERIALS SENT TO THEM CAREFULLY. SEE
SECTION 14.
4. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 4, a tender of Shares pursuant to
the Offer is irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time before the Expiration Date and, unless theretofore
accepted for payment by the Company, after 12:00 midnight, New York City time,
on January 10, 2000.
For a withdrawal to be effective, the Depositary must timely receive (at one of
its addresses set forth on the back cover of this Offer to Purchase) a written
or facsimile transmission notice of withdrawal. Any notice of withdrawal must
specify the name of the person having tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and, if different from the name of the person
who tendered the Shares, the name of the registered owner of such Shares. If
the certificates have been delivered or otherwise identified to the Depositary,
then, prior to the release of such certificates, the tendering shareholder must
also submit the serial numbers shown on the particular certificates evidencing
such Shares and the signature on the notice of withdrawal must be guaranteed by
an Eligible Institution (except in the case of Shares tendered by an Eligible
Institution). If Shares have been delivered pursuant to the procedure for
book-entry transfer set forth in Section 3, the notice of withdrawal must
specify the name and the number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares and otherwise comply with the
procedures of such facility.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties.
None of the Company, the Dealer Manager, the Depositary, the Information Agent
or any other person is or will be obligated to give any notice of any defects
or irregularities in any notice of withdrawal, and none of them will incur any
liability for failure to give any such notice. A withdrawal of a tender may
not be rescinded and Shares properly withdrawn shall thereafter be deemed not
to be validly tendered for purposes of the Offer. Withdrawn Shares, however,
may be retendered before the Expiration Date by again following one of the
procedures described in Section 3.
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer, as soon as
practicable after the Expiration Date, the Company will purchase and pay the
Purchase Price for 500,000 Shares (subject to increase or decrease as provided
in Sections 1 and 15) or such lesser number of Shares as are properly tendered
and not withdrawn as permitted in Section 4. For purposes of the Offer, the
Company will be deemed to have accepted for payment (and thereby purchased),
subject to proration, Shares which are tendered and not
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withdrawn when, as and if the Company gives oral or written notice to the
Depositary of the Company's acceptance of such Shares for payment pursuant to
the Offer.
In the event that proration of tendered Shares is required, the Company will
determine the final proration factor as promptly as practicable after the
Expiration Date. Although the Company does not expect that it will be able to
announce the final proration factor until approximately seven NYSE trading
days after the Expiration Date, it will announce the preliminary results of
proration by press release as promptly as practicable after the Expiration
Date. Shareholders may obtain such preliminary information from the
Information Agent and may be able to obtain such information from their brokers
or financial advisors. Certificates for all Shares not purchased pursuant to
the Offer will be returned to the tendering shareholders (or, in the case of
Shares delivered by book-entry transfer, such Shares will be credited to the
account maintained with the Book-Entry Transfer Facility by the participant
therein who so delivered such Shares) at the Company's expense as promptly as
practicable (which, in the event of proration, is expected to be approximately
12 NYSE trading days following the Expiration Date).
Payment for Shares purchased pursuant to the Offer will be made by the Company
by depositing the aggregate Purchase Price therefor with the Depositary, which
will act as agent for tendering shareholders for the purpose of receiving
payment from the Company and transmitting payment to the tendering
shareholders. Notwithstanding any other provision hereof, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only after
timely receipt by the Depositary of certificates for such Shares (or a timely
confirmation by the Book-Entry Transfer Facility of book-entry transfer of such
Shares to the Depositary), a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) with any required signature guarantees and
any other required documents. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON
THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE COMPANY, REGARDLESS OF ANY
DELAY IN MAKING SUCH PAYMENT.
The Company will pay any stock transfer taxes with respect to the transfer and
sale of Shares to it or to its order pursuant to the Offer. If, however,
payment is to be made to, or certificates for Shares not purchased or tendered
are to be registered in the name of, any person other than the registered
holder, or if tendered certificates are registered in the name of any person
other than the person(s) signing the Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered holder or such other
person) payable on account of the transfer to such person will be deducted from
the Purchase Price unless evidence satisfactory to the Company of the payment
of such taxes or an exemption therefrom is submitted. See Instruction 6 of the
Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN AND
RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF
TRANSMITTAL (OR, IN THE CASE OF A NONCORPORATE FOREIGN SHAREHOLDER, A FORM W-8
OR W-8BEN, WHICH MAY BE OBTAINED FROM THE DEPOSITARY) MAY BE SUBJECT TO
FEDERAL BACKUP WITHHOLDING OF 31% OF THE GROSS PROCEEDS TO BE PAID TO SUCH
SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTIONS 3 AND 11.
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6. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, and in addition to (and not
in limitation of) the Company's right to extend, amend or terminate the Offer
as set forth in Section 15, the Company shall not be required to accept for
payment, purchase or pay for any Shares tendered, and may terminate or amend
the Offer or may postpone the acceptance for payment of, or the purchase and
the payment for Shares tendered, subject to Rule 13e-4(f) promulgated under the
Exchange Act, if, at any time on or after November 10, 1999 and before
acceptance for payment of or payment for any such Shares, any of the following
events shall have occurred (or shall have been determined by the Company to
have occurred) that, in the Company's sole judgment in any such case and
regardless of the circumstances giving rise thereto, including any action or
omission to act by the Company, makes it advisable to proceed with the Offer or
the acceptance for payment:
(a) there shall have been threatened, instituted or pending any action,
suit or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, before any court or governmental, regulatory or
administrative authority, agency or tribunal, domestic or foreign,
which (i) challenges or seeks to make illegal, or to delay or
otherwise restrain, prohibit or otherwise affect the making of the
Offer or the acquisition of Shares pursuant to the Offer, or
otherwise, directly or indirectly, relates in any manner to the Offer;
or (ii) could, in the Company's sole judgment, materially affect the
business, condition (financial or otherwise), income, operations or
prospects of the Company and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct
of the business of the Company or any of its subsidiaries or
materially impair the Offer's contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order
or injunction threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced or deemed to be applicable to the Offer or
the Company or any of its subsidiaries, by any court or any government
or governmental, regulatory or administrative authority, agency or
tribunal, domestic or foreign, which, in the Company's sole judgment,
would or might directly or indirectly result in any of the
consequences referred to in clause (i) or (ii) of paragraph (a) above;
(c) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on any United States national
securities exchange or in the over-the-counter market; (ii) the
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States; (iii) the commencement of a
war, armed hostilities or other international or national crisis
directly or indirectly involving the United States; (iv) any
limitation (whether or not mandatory) by any governmental, regulatory
or administrative agency or authority on, or any event which, in the
sole judgment of the Company, might affect, the extension of credit by
banks or other lending institutions in the United States; (v) any
significant decrease in the market price of the Shares or in the
market prices of equity securities generally in the United States;
(vi) any change in the general political, market, economic or
financial conditions in the United States or abroad that could, in the
sole judgment of the Company, have a material adverse effect on the
business, condition (financial or otherwise), income, operations or
prospects of the Company and its subsidiaries, taken as a whole, or
the trading in the Shares; (vii) in the case of any of the foregoing
existing at the time of the
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commencement of the Offer, in the sole judgment of the Company, a
material escalation, acceleration or worsening thereof; or (viii) any
decline in either the Dow Jones Industrial Average (10,718.85 at the
close of business on November 8, 1999) or the Standard and Poor's
Index of 500 Industrial Companies (1377.01 at the close of business on
November 8, 1999) by an amount in excess of 10% measured from the
close of business on November 8, 1999;
(d) any tender or exchange offer with respect to the Shares (other than
the Offer), or any merger, acquisition, business combination or other
similar transaction with or involving the Company or any subsidiary,
shall have been proposed, announced or made by any person or entity;
(e) any change shall occur or be threatened in the business, condition
(financial or otherwise), income, operations or prospects of the
Company and its subsidiaries, taken as a whole, which, in the sole
judgment of the Company, is or may be material to the Company or
affects the anticipated benefits to the Company of acquiring Shares
pursuant to the Offer;
(f) (i) any person, entity or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to
acquire, beneficial ownership of more than 5% of the outstanding
Shares (other than a person, entity or group which had publicly
disclosed such ownership in a Schedule 13D or 13G (or an amendment
thereto) on file with the Securities and Exchange Commission (the
"SEC") prior to December 10, 1999), (ii) any new group shall have been
formed which beneficially owns more than 5% of the outstanding Shares;
or (iii) any person, entity or group shall have filed a Notification
and Report Form under the Hart- Scott-Rodino Antitrust Improvements
Act of 1976, or made a public announcement reflecting an intent to
acquire the Company or any of its subsidiaries or any of their
respective assets or securities; or
(g) there shall be a reasonable likelihood that the purchase of Shares
pursuant to the Offer will cause either (i) the Shares to be held of
record by less than 300 persons; or (ii) the Shares neither to be
listed on any "national securities exchange" (as used in the Exchange
Act) nor to be "authorized to be quoted on an inter-dealer quotation
system of any registered national securities association" (as used in
Rule 13e-3(a)(3)(ii)(B) under the Exchange Act).
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action
or inaction by the Company) giving rise to any such condition and, except as
set forth in the next sentence, any such condition may be waived by the
Company, in whole or in part, at any time and from time to time in its sole
discretion. The Company will not under any circumstances waive the condition
set forth in paragraph (g) above. In certain cases, waiver of a condition to
the Offer would require an extension of the Offer. See Section 15.
The Company's failure at any time to exercise any of the foregoing rights shall
not be deemed a waiver of any such right; the waiver of any such right with
respect to particular facts and circumstances shall not be deemed a waiver with
respect to any other facts or circumstances; and each such right shall be
deemed an ongoing right which may be asserted at any time and from time to
time. Any determination by the Company concerning the events described above
and any related judgment by the Company regarding the inadvisability of
proceeding with the acceptance for payment or payment for any tendered Shares
will be final and binding on all parties.
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7. PRICE RANGE OF SHARES
The Shares (symbol WPO) are listed and traded on the NYSE. The table that
follows sets forth, for the calendar quarters indicated, the reported high and
low closing sales prices of the Shares on the NYSE Composite Tape:
- - - ----------------------------------------------------------------------------------------------------
HIGH LOW
- - - ----------------------------------------------------------------------------------------------------
1997:
First Quarter $361 $325
Second Quarter 413 335
Third Quarter 448 400
Fourth Quarter 491 426
1998:
First Quarter 540 462
Second Quarter 576 514
Third Quarter 606 493
Fourth Quarter 578 481
1999:
First Quarter 595 517
Second Quarter 582 510
Third Quarter 574 508
Fourth Quarter (through November 8, 1999) 536 490
- - - ----------------------------------------------------------------------------------------------------
On November 8, 1999, the last full trading day before the announcement of the
Offer, the reported closing sales price of the Shares on the NYSE Composite
Tape was $531 per Share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET
QUOTATION FOR THE SHARES.
During 1997 and 1998 and the first ten months of 1999, the Company repurchased
846,290, 41,033 and 66,318 outstanding Shares, respectively, in unsolicited
transactions at prices no higher than the last sale price on the New York Stock
Exchange. Not more than 5% of such repurchases consist of Shares acquired in
connection with employee benefit plans with a purchase price based on a formula
using the average of the closing prices for the five days prior to the
repurchase.
8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Board of Directors believes that the Company's financial position, outlook
and current market conditions make this an attractive time for the Company to
repurchase a portion of the outstanding Shares. In the view of the Board of
Directors, the Offer represents an acceleration of the Company's existing share
repurchase program.
The Board of Directors believes that the Company's purchase of Shares is an
attractive investment, which will benefit the Company and its remaining
shareholders. The Offer will, at the same time, afford an opportunity to those
shareholders who wish to dispose of Shares to do so at a price in excess of
current market prices at the date the Offer was announced without the usual
transaction costs associated with market sales.
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The Company believes that in light of its current business plan, it should have
adequate capital after funding the maximum amount contemplated by the Offer.
Accordingly, the Board believes that it is in the interest of the Company's
shareholders to provide an opportunity for shareholders to sell up to 500,000
Shares at a premium to recent market prices and without the usual transaction
costs associated with a market sale. The Offer will further allow qualifying
Odd Lot Holders whose Shares are purchased pursuant to the Offer to avoid the
payment of brokerage commissions and any applicable odd-lot discount payable on
a sale of Shares in a transaction effected on a securities exchange. To the
extent the purchase of Shares in the Offer results in a reduction in the number
of shareholders of record, the costs to the Company for services to
shareholders will be reduced.
Shareholders whose Shares are not purchased in the Offer will obtain an
increase in their ownership interest in the Company and thus in the Company's
future earnings and assets, subject to the Company's right to issue additional
Shares and other equity securities in the future.
NEITHER THE COMPANY NOR THE BOARD MAKES ANY RECOMMENDATION AS TO WHETHER ANY
SHAREHOLDER SHOULD TENDER ANY OF OR ALL SUCH SHAREHOLDER'S SHARES PURSUANT TO
THE OFFER, AND NEITHER THE COMPANY NOR THE BOARD HAS AUTHORIZED ANY PERSON TO
MAKE ANY SUCH RECOMMENDATION. EACH SHAREHOLDER MUST MAKE SUCH SHAREHOLDER'S
OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
Donald E. Graham and Katharine Graham, Chairman of the Board and Chairman of
the Executive Committee of the Board, respectively, together control the vote
of an aggregate of 60.2% of the Company's Class A Common Stock (which is
entitled to elect 70% of the Company's Board) and own 463,740 Shares in the
aggregate. Mr. Graham and Mrs. Graham have each informed the Company that
neither of them intends to tender any Shares pursuant to the Offer. Mr. Alan
Spoon, President and Chief Operating Officer of the Company, who owns 7,866
Shares, has advised the Company that he intends to exercise two options granted
in 1991 and expiring in 2001, covering an aggregate of 60,000 Shares with
exercise prices of $222 and $318.50, and he then intends to sell a portion of
such Shares in open market transactions to pay for the exercise price and
related withholding taxes; he has also advised the Company that he may tender
option Shares pursuant to the Offer. Mr. John Morse, Jr., Vice
President--Finance and Chief Financial Officer of the Company, who owns 1,365
Shares, has advised the Company that he intends to exercise an option granted
in 1990 and expiring in 2000, covering 1,500 Shares with an exercise price of
$205.50, and he then intends to sell a portion of such Shares in open market
transactions to pay for the exercise price and related withholding taxes; he
has also advised the Company that he may tender option Shares pursuant to the
Offer. The other two executive officers of the Company, who collectively own
4,466 Shares have advised the Company that they may be exercising stock options
covering 2,000 Shares and tendering option Shares pursuant to the Offer. The
Company's other directors have advised the Company that they do not intend to
tender any Shares owned by them pursuant to the Offer. In addition, the Company
has also been advised that Shares held by certain trusts of which certain
directors are trustees may be tendered pursuant to the Offer, including Shares
held by certain Graham family trusts and Shares owned by the Philip L. Graham
Fund, a charitable trust.
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As set forth in Section 7 above, during 1997 through the first ten months of
1999, the Company purchased an aggregate of 953,641 Shares. The Company in the
future may repurchase additional Shares in the open market, in private
transactions, through tender offers or otherwise. Any such purchases may be on
the same terms as, or on terms that are more or less favorable to shareholders
than, the terms of the Offer. However, Rule 13e-4 under the Exchange Act
generally prohibits the Company and its affiliates from purchasing any Shares,
other than pursuant to the Offer, for at least ten business days after the
Expiration Date. Any possible future purchases by the Company will depend on
many factors, including the market price of the Shares, the results of the
Offer, the Company's business and financial position and general economic and
market conditions.
Except as required by applicable law or, if retired, the rules of any
securities exchange on which Shares are listed, Shares acquired pursuant to the
Offer will be retained by the Company as treasury stock, unless and until the
Company determines to retires such Shares, and will be available for the
Company to issue without further shareholder action, for purposes including,
but not limited to, the acquisition of other businesses, the raising of
additional capital or use in the Company's business and the satisfaction of
obligations under existing or future employee benefit plans. The Company has
no current plans for issuance of the Shares repurchased pursuant to the Offer.
Certain pro forma financial effects of the purchase of 500,000 Shares pursuant
to the Offer are described in Section 9.
The purchase of 500,000 Shares pursuant to the Offer will not cause the Shares
to be delisted by the NYSE or deregistered under the Exchange Act. See clause
(g) of Section 6.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. Following the repurchase of
Shares pursuant to the Offer, the Shares not purchased will continue to be
"margin securities" for purposes of the Federal Reserve Board's margin
regulations.
9. CERTAIN INFORMATION CONCERNING THE COMPANY
THE COMPANY. The Company is a diversified media organization whose principal
operations consist of newspaper publishing (primarily The Washington Post
newspaper), television broadcasting (through the ownership and operation of six
network-affiliated television stations), the ownership and operation of cable
television systems, and magazine publishing (primarily Newsweek magazine). The
Company also produces news and other information products for electronic
distribution and provides test preparation and related services.
The Company was incorporated in 1947 under the laws of the State of Delaware.
Its executive offices are located at 1150 15th Street, NW, Washington, D.C.
20071, and its telephone number is (202) 334-6000.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION. The summary financial
information for the years ended January 3, 1999 and December 28, 1997, set
forth below, has been derived from and should be read in conjunction with the
audited consolidated financial statements (including the related notes thereto)
included in the Company's Annual Report on Form 10-K for the year ended January
3, 1999 (the "Form
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10- K"), the Company's Quarterly Report on Form 10-Q for the three and nine
month periods ended October 3, 1999 (the "Form 10-Q") filed as an exhibit to
the Company's Issuer Tender Offer Statement on Schedule 13E-4 relating hereto.
Such summary financial information is qualified in its entirety by reference to
such reports and all financial statements and related notes contained therein.
The Form 10-K and the Form 10-Q are available for examination, and copies are
obtainable, in the manner set forth below under "Additional Information".
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THE WASHINGTON POST COMPANY
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(DOLLARS IN THOUSAND, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT INFORMATION
Nine Months Ended Fiscal Year Ended
---------------------------------- ------------------------------
Oct 3, Sept 27,
1999 1998 (a) Jan 3, Dec 28,
(Unaudited) (Unaudited) 1999 (b) 1997 (c)
---------- ----------- ---------- -----------
Operating revenues
Advertising . . . . . . . . . . . . . . . . . . $ 953,494 $ 928,209 $1,297,621 $1,236,877
Circulation and subscribers . . . . . . . . . . 431,301 402,489 547,450 519,620
Other . . . . . . . . . . . . . . . . . . . . . 232,376 188,296 265,289 199,756
---------- ----------- ---------- -----------
Total operating revenues . . . . . . . . . . 1,617,171 1,518,994 2,110,360 1,956,253
---------- ----------- ---------- -----------
Operating Costs and Expenses
Operating . . . . . . . . . . . . . . . . . . . 874,765 822,226 1,139,177 1,019,869
Selling, general and administrative . . . . . . 351,546 328,468 453,149 449,996
Depreciation of property, plant and equipment . 76,687 63,169 89,248 71,478
Amortization of goodwill and intangibles . . . . 43,857 35,724 49,889 33,559
---------- ----------- ---------- -----------
Total operating costs and expenses . . . . . 1,346,855 1,249,587 1,731,463 1,574,902
---------- ----------- ---------- -----------
Income from operations . . . . . . . . . . . . . . . 270,316 269,407 378,897 381,351
Equity in (losses) earnings of affiliates . . . . . (1,839) (3,143) (5,140) 9,955
Net interest (expense) income . . . . . . . . . . . (18,082) (4,012) (10,401) 2,219
Other income, net (a)(b)(c) . . . . . . . . . . . . 23,893 306,752 304,703 69,549
---------- ----------- ---------- -----------
Income before income taxes . . . . . . . . . . . . . 274,288 569,004 668,059 463,074
Provision for income taxes . . . . . . . . . . . . . 109,500 215,500 250,800 181,500
---------- ----------- ---------- -----------
Net income . . . . . . . . . . . . . . . . . . . . . $ 164,788 $ 353,504 $ 417,259 $ 281,574
========== =========== ========== ===========
BALANCE SHEET INFORMATION
Oct 3, Sept 27,
1999 1998 Jan 3, Dec 28,
(Unaudited) (Unaudited) 1999 1997
---------- ----------- ---------- -----------
Current assets. . . . . . . . . . . . . . . . . $ 379,093 $ 320,403 $ 404,878 $ 311,858
Property, plant and equipment, net. . . . . . . 849,521 793,126 841,062 653,750
Total assets. . . . . . . . . . . . . . . . . . 2,841,952 2,505,426 2,729,661 2,077,317
Current liabilities . . . . . . . . . . . . . . 415,810 728,927 389,079 608,756
Total debt. . . . . . . . . . . . . . . . . . . 463,047 380,505 453,362 296,394
Total liabilities . . . . . . . . . . . . . . . 1,151,359 1,022,442 1,129,685 881,296
Redeemable preferred stock. . . . . . . . . . . 11,873 11,873 11,873 11,974
Common shareholders' equity . . . . . . . . . . 1,678,720 1,471,111 1,588,103 1,184,074
Working capital . . . . . . . . . . . . . . . . (36,717) (408,524) 15,799 (296,898)
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OTHER INFORMATION
Nine Months Ended Fiscal Year Ended
---------------------------------- --------------------------------
Oct 3, Sept 27, Jan 3, Dec 28,
1999 1998 (a) 1999 (b) 1997 (c)
------------ ------------ ------------ ------------
Basic Earnings Per Common Share: $16.25 $34.95 $41.27 $26.23
Fully Diluted Earnings Per Common Share: $16.18 $34.79 $41.10 $26.15
Ratio of Earnings To Fixed Charges (a)(b)(c)(d): 9.3 33.1 21.3 37.2
Book Value Per Common Share $ 167.12 $ 145.85 $ 157.34 $ 117.36
- - - ----------------------
Notes to Summary Historical Consolidated Financial Information
(a) Net income for the thirty-nine weeks ended September 27, 1998 included
approximately $194.4 million from non-recurring gain transactions
(representing approximately $308.5 million of pre-tax income included in
"Other income, net"), including the disposition of the Company's investment
interests in Cowles Media Company and Junglee Corporation and the sale of
14 small cable television systems. Excluding these gains, the ratio of
earnings to fixed charges would have been 14.0.
(b) Net income for the fiscal year ended January 3, 1999 included approximately
$194.4 million from non-recurring gain transactions (representing
approximately $308.5 million of pre-tax income included in "Other income,
net"), including the disposition of the Company's investment interest in
Cowles Media Company and Junglee Corporation and the sale of 14 small cable
television systems. Excluding these gains, the ratio of earnings to fixed
charges would have been 11.7.
(c) Net income for the fiscal year ended December 28, 1997 included
non-recurring gains of approximately $44.5 million (representing
approximately $71.1 million of pre-tax income included in "Other income,
net") from the sale of the assets of the Company's PASS regional cable
sports network and the Company's investment interest in Bear Island Paper
Company, L.P. and Bear Island Timberland Company, L.P. Excluding these
gains, the ratio of earnings to fixed charges would have been 31.5.
(d) The ratio of earnings to fixed charges has been computed by dividing
"earnings available for fixed charges" by "fixed charges." For purposes of
computing this ratio, "earnings available for fixed charges" principally
consists of (i) income before taxes, the cumulative effect of changes in
accounting principles, and equity in earnings of unconsolidated
subsidiaries, plus (ii) "fixed charges" (excluding capitalized interest).
"Fixed charges" principally consists of interest expense and the portion of
rental expense that is representing of the interest factor (deemed by the
Company to be one-third).
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED). The
following unaudited pro forma financial information sets forth the
pro forma effects on the historical financial results of the Company
of the Offer assuming 500,000 Shares are purchased in the Offer for
$575 per Share, net to the seller in cash, or an aggregate cost to
the Company of approximately $288 million including estimated
related fees and expenses of $325,000.
The consolidated pro forma balance sheet information as of October
3, 1999 and January 3, 1999 assumes that the repurchase of Shares by
the Company pursuant to the Offer had occurred as of October 3, 1999
and January 3,1999, respectively. The consolidated pro forma income
statement information for the periods ended October 3, 1999 and
January 3, 1999 assumes that the repurchase of Shares by the Company
pursuant to the Offer had occurred as of January 4, 1999 and
December 29, 1997, respectively. See "Notes to Pro Forma Financial
Information" in this Section 9 below.
The estimated financial effects of the repurchase of Shares by the
Company pursuant to the Offer presented in the pro forma financial
information are not necessarily indicative of either the Company's
financial position or the results of its operations which would have
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been obtained had the transactions described above actually occurred
on the dates described above, nor are they necessarily indicative of
the results of future operations. The pro forma financial
information should be read in conjunction with the Form 10-K and the
Form 10-Q.
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22
THE WASHINGTON POST COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
OCTOBER 3, 1999
----------------------------------------------------
ACTUAL ADJUSTMENTS(a) PRO FORMA
----------- -------------- -----------
Current assets $ 379,093 $ 379,093
Property, plant and equipment, net 849,521 849,521
Total assets 2,841,952 2,841,952
Current liabilities 415,810 $ 287,500 703,310
Total debt 463,047 287,500 750,547
Total liabilities 1,151,359 287,500 1,438,859
Redeemable preferred stock 11,873 11,873
Common shareholders' equity $ 1,678,720 $ (287,500) $ 1,391,220
Book value per share $ 167.12 $ 145.75
Class A and Class B shares outstanding 10,045 9,545
JANUARY 3, 1999
--------------------------------------------------------
ACTUAL ADJUSTMENTS(a) PRO FORMA
--------------- -------------- -------------
Current assets $ 404,878 $ 404,878
Property, plant and equipment, net 841,062 841,062
Total assets 2,729,661 2,729,661
Current liabilities 389,079 $ 287,500 676,579
Total debt 453,362 287,500 740,862
Total liabilities 1,129,685 287,500 1,417,185
Redeemable preferred stock 11,873 11,873
Common shareholders' equity $ 1,588,103 $ (287,500) $ 1,300,603
Book value per share $ 157.34 $ 135.57
Class A and Class B shares outstanding 10,093 9,593
THE WASHINGTON POST COMPANY
PRO FORMA CONSOLIDATED INCOME STATEMENT INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND RATIO OF EARNINGS TO FIXED CHARGES)
NINE MONTHS ENDED OCTOBER 3, 1999
------------------------------------------------------
ACTUAL ADJUSTMENTS(a) PRO FORMA
------------- -------------- -------------
Operating revenues $ 1,617,171 $ 1,617,171
Operating expenses (1,346,855) (1,346,855)
------------- -------------- -------------
Operating income 270,316 270,316
Equity in losses of affiliates (1,839) (1,839)
Interest income 646 646
Interest expense (18,728) $ (12,938) (31,666)
Other income 23,893 23,893
------------- -------------- -------------
Pre-tax income 274,288 (12,938) 261,350
Provision for income taxes (109,500) 5,072 (104,428)
------------- -------------- -------------
Net income 164,788 (7,866) 156,922
Redeemable preferred stock dividends (950) (950)
------------- -------------- -------------
Net income available for common shares $ 163,838 $ (7,866) $ 155,972
============= ============== =============
Basic earnings per common share (b) $ 16.25 $ 16.27
Diluted earnings per common share (b) $ 16.18 $ 16.20
Ratio of earnings to fixed charges (c) 9.3 6.7
FOR THE FISCAL YEAR ENDED JANUARY 3, 1999
------------------------------------------------------
ACTUAL ADJUSTMENTS(a) PRO FORMA
------------- -------------- -------------
Operating revenues $ 2,110,360 $ 2,110,360
Operating expenses (1,731,463) (1,731,463)
------------- -------------- ---------------
Operating income 378,897 378,897
Equity in losses of affiliates (5,140) (5,140)
Interest income 1,137 1,137
Interest expense (11,538) $ (17,250) (28,788)
Other income 304,703 304,703
------------- -------------- ---------------
Pre-tax income 668,059 (17,250) 650,809
Provision for income taxes (250,800) 6,762 (244,038)
------------- -------------- ---------------
Net income 417,259 (10,488) 406,771
Redeemable preferred stock dividends (956) (956)
------------- -------------- ---------------
Net income available for common shares $ 416,303 $ (10,488) $ 405,815
============= ============== ===============
Basic earnings per common share (b) $ 41.27 $ 42.33
Diluted earnings per common share (b) $ 41.10 $ 42.15
Ratio of earnings to fixed charges (c) 21.3 13.9
- - - ----------------------
Notes to Pro Forma Consolidated Financial Information (Unaudited)
The adjustments presented in the pro forma financial information reflect the
following assumptions:
(a) The pro forma consolidated balance sheet and income statement
information adjustments reflect the effect of borrowing the full purchase price
of the 500,000 Shares at the average annual cost of borrowing of 6 percent;
however, at currently prevailing market rates the Company estimates that the
actual cost of borrowing would be lower.
(b) Pro forma basic earnings per share are based on the weighted average
number of shares of common stock outstanding during each period, decreased by
the 500,000 Shares assumed repurchased. Pro forma diluted earnings per share
are based on the weighted average number of shares of common stock outstanding
during each period, adjusted for the dilutive effect of shares issuable under
the outstanding stock options and decreased by the 500,000 Shares assumed
purchased.
(c) The pro forma ratio of fixed charges was computed using the same
method as set forth in note (d) of the Notes to Summary Historical Consolidated
Financial Information appearing on page 16 hereof. For the nine months ended
October 3, 1999, the Company's actual pre-tax income and fixed charges were
adjusted for additional interest expense of $12,938,000. This adjustment
reflects the assumption that the Company borrowed the full purchase price for
the 500,000 Shares, at 6 percent annual interest, on January 4, 1999 (the first
day of fiscal 1999) to effect the purchase of the Shares. For the fiscal year
ended January 3, 1999, the Company's actual pre-tax income and fixed charges
were adjusted for additional interest expense
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of $17,250,000. This adjustment reflects the assumption that the Company
borrowed the full purchase price for the 500,000 Shares, at 6 percent annual
interest, on December 29, 1997 (the first day of fiscal 1998) to effect the
purchase of the Shares.
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24
ADDITIONAL INFORMATION. The Company is subject to the informational reporting
requirements of the Exchange Act and in accordance therewith the Company files
reports, proxy statements and other information with the Commission.
Additional information concerning the Company is set forth in such proxy
statements, the Company's Annual Report on Form 10-K for the year ended January
3, 1999, the Company's Quarterly Report on Form 10-Q for the three and
nine-month periods ended October 3, 1999. The Company has filed the Schedule
13E-4 with the Commission which includes certain additional information
relating to the Offer. The reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza,
Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549, and at the regional
offices of the Commission at Seven World Trade Center, 13th Floor, New York,
New York 10048 and Citicorp Center, 500 West Madison Street (Suite 1400),
Chicago, Illinois 60661. Copies of such material also can be obtained at
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, NW, Washington, D.C. 20549. In addition, the Commission maintains a
Website (http:/ / www.sec.gov) that also contains such reports, proxy
statements and other information filed by the Company. Material filed by the
Company can also be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005. The Company's Schedule 13E-4 will not be available at the
Commission's regional offices.
10. SOURCE AND AMOUNT OF FUNDS
If 500,000 Shares are purchased by the Company pursuant to the Offer at $575
per Share, net to the seller in cash, the aggregate cost to the Company,
including all related fees and expenses of the Offer, will be approximately
$288 million. The Company anticipates that it will fund the purchase of Shares
pursuant to the Offer primarily through short term borrowings on a private
placement basis. As of November 8, 1999, the Company had total debt
outstanding of $447.9 million, including $50.3 million of such short term
borrowings, at an average interest rate of 5.7 percent. The Company is
authorized to borrow up to $500 million in short term borrowings under its
existing short term borrowings program. Goldman Sachs acts as the Selling Agent
for the Company's short term borrowings program. In lieu of the short term
borrowings program, the Company may borrow on a revolving basis through March
17, 2003 under a $500 million Revolving Credit Agreement with Citibank, N.A.,
as Administrative Agent, Wachovia Bank, N.A., The Bank of New York, Crestar
Bank, The First National Bank of Chicago, The First National Bank of Maryland,
First Union National Bank, Mellon Bank, N.A. and Riggs Bank, N.A. Borrowings
under this agreement bear interest at a rate based on the London interbank
offered rate, Citibank's base rate, or a fixed rate as determined under the
agreement. Under the terms of this agreement, the Company is required, among
other covenants, to maintain at least $850,000,000 of consolidated
shareholders' equity. The Company expects to repay borrowings under the short
term borrowings program and the Revolving Credit Agreement out of anticipated
cash flow.
11. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
Set forth below is a brief summary of the principal Federal income tax
consequences of a sale of Shares pursuant to the Offer under the Internal
Revenue Code of 1986, as amended to date (the "Code"). It is based upon the
Code, Treasury regulations under the Code and current administrative rulings
and court decisions, all of which are subject to change, possibly with
retroactive effect.
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25
GAIN OR LOSS RECOGNITION. A tendering shareholder generally will recognize
taxable gain (or loss) upon the sale of Shares pursuant to the Offer equal to
the difference between the amount of cash received by such shareholder pursuant
to the Offer and such shareholder's tax basis in the Shares sold pursuant to
the Offer. Such gain (or loss) will be capital gain (or loss), assuming that
such Shares are held as a capital asset. Capital gains of individuals, estates
and trusts generally are subject to a maximum Federal income tax rate of (i)
39.6% if, at the time the Company accepts the Shares for payment, the
shareholder held the Shares for not more than one year, and (ii) 20% if the
shareholder held such Shares for more than one year at such time. Capital
gains of corporations generally are taxed at the Federal income tax rates
applicable to corporate ordinary income.
Notwithstanding the foregoing, the amount of cash received by a tendering
shareholder will be treated as a dividend taxable as ordinary income if the
Offer does not result in (i) a complete termination of such shareholder's stock
interest in the Company, (ii) a more than 20% decrease in such shareholder's
ownership of Shares and other voting stock of the Company and in such
shareholder's ownership of Shares and other common stock of the Company
(whether voting or nonvoting) or (iii) a "meaningful reduction" in such
shareholder's proportionate interest in the Company. There are no precise
rules on what constitutes a "meaningful reduction" in a shareholder's
proportionate interest, but the Internal Revenue Service has ruled that even a
small reduction is meaningful where the stock owned by the shareholder prior to
reduction represents a "minimal" interest in the corporation and the
shareholder does not otherwise exercise any control over the affairs of the
corporation. The extent to which a shareholder's proportionate interest is
reduced will depend upon the extent to which other shareholders tender Shares
in the Offer. In determining the extent to which a shareholder's ownership or
proportionate interest is terminated or reduced, the shareholder must take into
account any Shares or other stock of the Company owned by related persons that
such shareholder is deemed to own under the constructive ownership rules of
Sections 302(c) and 318 of the Code. Shareholders should be aware that their
ability to satisfy any of the foregoing tests also may be affected by proration
pursuant to the Offer. Therefore, a shareholder (other than an Odd Lot Holder
who tenders all of his or her Shares at or below the Purchase Price and who
does not constructively own any other Shares or other stock of the Company) can
be given no assurance, even if he or she tenders all the shareholder's Shares,
that the Company will purchase a sufficient number of such Shares to permit the
shareholder to satisfy any of the foregoing tests.
In the case of a corporate shareholder, if the amount of cash received is
treated as a dividend, the dividend income may be eligible for the 70%
dividends-received deduction under Section 243 of the Code. The
dividends-received deduction is subject to certain limitations, and may not be
available if the corporate shareholder does not satisfy certain holding period
requirements with respect to the Shares or if the Shares are treated as "debt
financed portfolio stock". Generally, if a dividends-received deduction is
available, the dividend will probably be treated as an "extraordinary dividend"
under Section 1059(a) of the Code, in which case such corporate shareholder's
tax basis in Shares retained by such shareholder (which would include the tax
basis of the Shares sold in the Offer) would be reduced, but not below zero, by
the amount of the portion of the dividend which is untaxed due to the
dividends-received deduction. In general, any amount of the nontaxed portion
of the dividend in excess of the shareholder's basis for the retained Shares
would be currently taxable as gain from the sale of Shares.
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26
BACKUP WITHHOLDING. Each tendering shareholder must provide certain
information through the Letter of Transmittal to avoid the 31% Federal "backup
withholding" tax on the gross proceeds payable pursuant to the Offer. See
Section 3.
FOREIGN SHAREHOLDER WITHHOLDING. Foreign shareholders should note that the 30%
U.S. withholding tax generally applicable to corporate distributions should not
apply to the proceeds payable pursuant to the Offer, unless such proceeds are
treated as a dividend under the rules described in "Gain or Loss Recognition"
above. (However, as indicated in the preceding paragraph, Federal backup
withholding tax may be applicable.) For this purpose, a "foreign shareholder"
is a beneficial owner of Shares that is not a "U.S. Holder". A U.S. Holder is
a beneficial owner that is (i) a citizen or resident of the United States, (ii)
a corporation or other entity taxable as a corporation created or organized in
or under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is subject to United States Federal income
taxation regardless of the source of such income, (iv) a trust, if (A) a U.S.
court is able to exercise primary supervision over the administration of the
trust and (B) one or more U.S. fiduciaries have authority to control all
substantial decisions of the trust, or if the trust was in existence on August
20, 1996 and has elected to continue to be treated as a U.S. person, or (v) a
person or entity whose worldwide income and gain are otherwise subject to
United States Federal income taxation on a net income basis.
STATE, LOCAL AND FOREIGN TAXES. The foregoing discussion relates only to
Federal income tax consequences of the Offer. Shareholders should consult
their own tax advisors regarding the possible state, local and foreign tax
consequences of the Offer. Moreover, the foregoing discussion does not include
special rules that may apply to some shareholders.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION PURPOSES ONLY. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS
TO DETERMINE THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF SALES
MADE BY THEM PURSUANT TO THE OFFER IN VIEW OF THEIR OWN PARTICULAR
CIRCUMSTANCES.
12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES
Based upon the Company's records and upon information provided to the Company
by its directors and executive officers, neither the Company nor any of its
subsidiaries nor, to the best of the Company's knowledge, any of the directors
or officers of the Company, nor any associates of any of the foregoing, has
effected any transactions in the Shares during the 40 business days prior to
the date hereof, except for the open market sales of an aggregate of 20,522
Shares by a trust in which two directors, Donald Graham and George J.
Gillespie, III, act as trustees at prices ranging from $508.5213 to $538
between September 22, 1999 and October 4, 1999, an open market purchase on
September 10, 1999 of 100 Shares by the wife of George W. Wilson, a director,
at a price of $548.625, and a gift of 20 Shares on October 6, 1999 by Katharine
Graham, a director.
Except as set forth in this Offer to Purchase, neither the Company nor, to the
best of the Company's knowledge, any of its directors or officers, is a party
to any contract, arrangement, understanding or relationship with any other
person relating, directly or indirectly, to the Offer with respect to any
securities of the Company (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the
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transfer or the voting of any such securities, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or
the giving or withholding of proxies, consents or authorizations).
Mr. Donald R. Keough, a member of the Board of the Company is Chairman of Allen
& Company, which is serving as Dealer Manager for the Offer. In connection with
the Offer the Company and Allen & Company have entered into a Dealer Manager
Agreement dated November 10, 1999. See Section 16.
Donald E. Graham and Katharine Graham, Chairman of the Board and Chairman of
the Executive Committee of the Board, respectively, together control the vote
of an aggregate of 60.2% of the Company's Class A Common Stock (which is
entitled to elect 70% of the Company's Board) and own 463,740 Shares in the
aggregate. Mr. Graham and Mrs. Graham have each informed the Company that
neither of them intends to tender any Shares pursuant to the Offer. Mr. Alan
Spoon, President and Chief Operating Officer of the Company, who owns 7,866
Shares, has advised the Company that he intends to exercise two options granted
in 1991 and expiring in 2001, covering an aggregate of 60,000 Shares with
exercise prices of $222 and $318.50, and he then intends to sell a portion of
such Shares in open market transactions to pay for the exercise price and
related withholding taxes; he has also advised the Company that he may tender
option Shares pursuant to the Offer. Mr. John Morse, Jr., Vice
President--Finance and Chief Financial Officer of the Company, who owns 1,365
Shares, has advised the Company that he intends to exercise an option granted
in 1990 and expiring in 2000, covering 1,500 Shares with an exercise price of
$205.50, and he then intends to sell a portion of such Shares in open market
transactions to pay for the exercise price and related withholding taxes; he
has also advised the Company that he may tender option Shares pursuant to the
Offer. The other two executive officers of the Company, who collectively own
4,466 Shares have advised the Company that they may be exercising stock options
covering 2,000 Shares and tendering option Shares pursuant to the Offer. The
Company's other directors have advised the Company that they do not intend to
tender any Shares owned by them pursuant to the Offer. In addition, the Company
has also been advised that Shares held by certain trusts of which certain
directors are trustees may be tendered pursuant to the Offer, including Shares
held by certain Graham family trusts and Shares owned by the Philip L. Graham
Fund, a charitable trust.
13. CERTAIN LEGAL MATTERS; REGULATORY AND FOREIGN APPROVALS
The Company is not aware of any license or regulatory permit that appears to be
material to its business that might be adversely affected by its acquisition of
Shares as contemplated in the Offer or of any approval or other action by any
government or governmental, administrative or regulatory authority or agency,
domestic or foreign, that would be required for the Company's acquisition or
ownership of Shares pursuant to the Offer. Should any such approval or other
action be required, the Company currently contemplates that it will seek such
approval or other action. The Company cannot predict whether it may determine
that it is required to delay the acceptance for payment of Shares tendered
pursuant to the Offer pending the outcome of any such matter. There can be no
assurance that any such approval or other action, if needed, would be obtained
or would be obtained without substantial conditions or that the failure to
obtain any such approval or other action might not result in adverse
consequences to the Company's business. The Company intends to make all
required filings under the Exchange Act. The Company's obligation under the
Offer to accept Shares for payment is subject to certain conditions. See
Section 6.
24
28
14. 401(k) SAVINGS PLANS.
See Section 3. 401(k) Savings Plans participants should receive a 401(k)
Savings Plans Tender Offer Instruction Form in the materials sent to them on
behalf of the trustee. 401(k) Savings Plans participants who wish to have the
trustee tender any percentage of or all Shares allocable to their respective
accounts ("401(k) Savings Plans Shares") should so indicate by completing,
executing and returning a 401(k) Savings Plans Tender Offer Instruction Form to
the trustee. 401(k) Savings Plans participants may not use the Letter of
Transmittal to direct the trustee to tender the 401(k) Savings Plans Shares
allocable to their respective accounts, but must use the 401(k) Savings Plans
Tender Offer Instruction Form. Under ERISA, the trustee may be obligated to
take action and make an independent decision irrespective of directions given
by participants. Accordingly, although instructions from participants are
being solicited for the trustee's information and will be given due
consideration by it, the trustee is not bound under ERISA by such instructions
and thus may tender Shares or may not tender Shares, as the case may be,
contrary to such designations. 401(k) Savings Plans participants should note
that proceeds of Shares tendered by 401(k) Savings Plans participants will be
paid directly to the trustee for crediting to 401(k) Savings Plans participant
accounts in the money market fund unless and until 401(k) participants give
directions to the trustee to transfer such proceeds to another fund within the
401(k) Savings Plans. 401(k) SAVINGS PLANS PARTICIPANTS ARE URGED TO READ THE
401(k) SAVINGS PLANS TENDER OFFER INSTRUCTION FORM AND RELATED MATERIALS
CAREFULLY.
NEITHER THE COMPANY NOR THE BOARD MAKES ANY RECOMMENDATION AS TO WHETHER ANY
PARTICIPANT IN THE 401(k) SAVINGS PLANS SHOULD TENDER ANY OF OR ALL THE SHARES
ALLOCABLE TO THEIR RESPECTIVE 401(k) SAVINGS PLANS ACCOUNTS PURSUANT TO THE
OFFER. EACH PARTICIPANT IN THE 401(k) SAVINGS PLANS MUST MAKE SUCH
PARTICIPANT'S OWN DECISION WHETHER TO TENDER ANY PORTION OF THE SHARES
ALLOCABLE TO THEIR 401(k) SAVINGS PLANS ACCOUNT, AND, IF SO, WHAT PERCENTAGE.
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion, at any time
or from time to time and regardless of whether or not any of the events set
forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and payment for, any Shares by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. During any such extension, all Shares previously tendered
and not purchased or withdrawn will remain subject to the Offer, except to the
extent that such Shares may be withdrawn as set forth in Section 4. The
Company also expressly reserves the right, in its sole discretion, to withdraw
or terminate the Offer and not accept for payment or pay for any Shares not
theretofore accepted for payment or paid for or, subject to applicable law, to
postpone payment for Shares upon the occurrence of any of the conditions
specified in Section 6 by giving oral or written notice of such withdrawal,
termination or postponement to the Depositary and making a public announcement
thereof. The Company's reservation of the right to delay payment for Shares
which it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated
under the Exchange Act, which requires that the Company must pay the
consideration offered or return the Shares tendered promptly after termination
or withdrawal of a tender offer.
25
29
Subject to compliance with applicable law, the Company further reserves the
right, in its sole discretion, and regardless of whether or not any of the
events set forth in Section 6 shall have occurred or shall be deemed by the
Company to have occurred, to amend the Offer in any respect (including, without
limitation, by decreasing or increasing the consideration offered in the Offer
to owners of Shares or by increasing or decreasing the number of Shares being
sought in the Offer). Amendments to the Offer may be made at any time or from
time to time effected by public announcement thereof. Such announcement, in the
case of an extension, shall be issued no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
Any disclosure of a material change in the information published, sent or given
to shareholders will be disseminated promptly to shareholders in a manner
reasonably calculated to inform shareholders of such change to the extent
required by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange
Act. Without limiting the manner in which the Company may choose to make a
public announcement pursuant to or concerning the Offer, except as required by
applicable law, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by making a
release to the Dow Jones News Service.
If the Company makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Company will extend the Offer to the extent required by applicable rules or
regulations promulgated under the Exchange Act. The minimum period during
which an offer must remain open following material changes in the terms of the
offer or information concerning the offer (other than a change in price or a
change in percentage of securities sought) will depend on the facts and
circumstances then existing, including the relative materiality of the changed
terms or information. If (a) the Company (i) increases or decreases the price
at which Shares may be tendered or the Dealer Manager's soliciting fee, (ii)
increases the number of Shares being sought and such increase exceeds 2% of the
outstanding Shares or (iii) decreases the number of Shares being sought, and
(b) the Offer is scheduled to expire at any time earlier than the expiration of
a period ending on the tenth business day from and including the date that
notice of such increase or decrease is first published, sent or given, the
Offer will be extended until the expiration of such ten business day period.
16. FEES AND EXPENSES
Allen & Company Incorporated ("Allen & Company") has been retained by the
Company to act as Dealer Manager in connection with the Offer. Allen & Company
will receive a fee of $125,000 for its services as Dealer Manager. The
Company has also agreed to reimburse Allen & Company for certain reasonable
out-of-pocket expenses incurred in connection with the Offer, including fees
and disbursements of counsel, and to indemnify Allen & Company against certain
liabilities, including certain liabilities under the Federal securities laws.
Allen & Company has rendered various investment banking and other advisory
services to the Company in the past, for which it has received customary
compensation, and may continue to render similar services to the Company in the
future.
Corporate Investor Communications, Inc. ("CIC") has been retained by the
Company as Information Agent in connection with the Offer. The Information
Agent and the Dealer Manager will assist shareholders who request assistance in
connection with the Offer. The Information Agent and the Dealer Manager may
contact holders of Shares by mail, telephone, telex, telegraph, fax and
personal interviews and may request brokers, dealers and other nominee
shareholders to forward material relating to the Offer to beneficial owners for
which they act as nominees. CIC will receive reasonable and customary
compensation for its services in connection with the Offer and will be
26
30
reimbursed for reasonable expenses, including the reasonable fees and expenses
of counsel. The Company has agreed to indemnify CIC against certain
liabilities, which could occur in connection with the Offer, including certain
liabilities under the Federal securities laws. CIC has not been retained to,
or authorized to, make solicitations or recommendations in connection with the
Offer in its role as Information Agent.
The Company will not pay any fees or commissions to any broker, dealer,
commercial bank, trust company or other person (other than Allen & Company) for
soliciting Shares pursuant to the Offer. The Company will, however, on
request, reimburse such persons for customary handling and mailing expenses
incurred in forwarding materials in respect of the Offer to the beneficial
owners for which they act as nominees. No broker, dealer, commercial bank or
trust company has been authorized to act as an agent for the Company for the
purpose of the Offer. The Company will not pay (or cause to be paid) any stock
transfer taxes on its purchase of Shares pursuant to the Offer, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
17. MISCELLANEOUS
The Offer is not being made to, nor will the Company accept tenders from or on
behalf of, owners of Shares in any jurisdiction in which the making of the
Offer or its acceptance would not be in compliance with the laws of such
jurisdiction. The Company is not aware of any jurisdiction where the making of
the Offer or the tender of Shares would not be in compliance with applicable
law. If the Company becomes aware of any jurisdiction where the making of the
Offer or the tender of Shares is not in compliance with any applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares residing in such jurisdiction.
In any jurisdiction where the securities or blue sky laws of which require the
Offer to be made by a licensed broker or dealer, the Offer is being made on our
behalf by the Dealer Manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Securities Exchange Act, the
Company has filed with the Commission an Issuer Tender Offer Statement of
Schedule 13E-4 which contains additional information with respect to the Offer.
The Schedule 13E-4, including the exhibits and any amendments thereto, may be
examined, and copies may be obtained, at the same places and in the same manner
as is set forth in Section 9 with respect to information concerning the
Company.
No person has been authorized to give any information or make any
representation on behalf of the Company or the Dealer Manager in connection
with the Offer other than those contained in this Offer to Purchase or in the
related Letter of Transmittal. If given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Dealer Manager.
THE WASHINGTON POST COMPANY
November 10, 1999
27
31
Facsimile copies of the Letter of Transmittal, properly completed, duly
executed and manually signed, will be accepted. The Letter of Transmittal,
certificates for Shares and any other required documents should be sent or
delivered by each shareholder of the Company or such shareholder's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
one of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK,
A DIVISION OF EQUISERVE
BY MAIL: BY HAND: BY OVERNIGHT
COURIER:
First Chicago First Chicago Trust Company
Trust Company of of New York First Chicago Trust
New York c/o Securities Transfer Company of New York
Corporate Actions Reporting Services, Inc. Corporate Actions
Suite 4660 Attention: Corporate Suite 4680
P.O. Box 2569 Actions 14 Wall Street - 8th
Jersey City, NJ 100 Williams Street, Floor
07303-2569 Galleria New York, NY 10005
New York, NY 10038
Any questions or requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Manager. Shareholders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, NJ 07072-2586
(201) 896-1900 (for inquiries
from broker, dealers, banks, trust companies)
(877) 842-2408 (for all other inquiries)
THE DEALER MANAGER FOR THE OFFER IS:
[ALLEN & COMPANY LOGO]
711 Fifth Avenue
New York, New York 10022
(212) 832-8000
(call collect)
28
1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS B COMMON STOCK
OF
THE WASHINGTON POST COMPANY
PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 10, 1999
- - - -------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON FRIDAY,
DECEMBER 10, 1999, UNLESS THE OFFER IS EXTENDED.
- - - -------------------------------------------------------------------------------
THE DEPOSITARY:
FIRST CHICAGO TRUST COMPANY OF NEW YORK, A DIVISION OF EQUISERVE
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
First Chicago Trust First Chicago Trust First Chicago Trust
Company Company Company
of New York of New York of New York
Corporate Actions c/o Securities Corporate Actions
Suite 4660 Transfer Reporting Suite 4680
P.O. Box 2569 Services, Inc. 14 Wall Street - 8th
Jersey City, NJ Attention: Corporate Floor
07303-2569 Actions New York, NY 10005
100 Williams Street,
Galleria
New York, NY 10038
FOR INFORMATION CALL:
CORPORATE INVESTOR COMMUNICATIONS, INC.
(201) 896-1900 (for inquiries from
brokers, dealers, commercial banks and trust companies)
(877) 842-2408 (for all other inquiries)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH IN THE FORM OF NOTICE OF GUARANTEED DELIVERY DOES NOT
CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY
WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
2
This Letter of Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to an account maintained by the Depositary at The
Depositary Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. Shareholders who
deliver Shares by book-entry transfer are referred to herein as "Book-Entry
Shareholders" and other shareholders are referred to herein as "Certificate
Shareholders". Shareholders whose certificates for Shares are not immediately
available or who cannot deliver all documents required hereby to the Depositary
prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase)
must tender their Shares in accordance with the guaranteed delivery procedures
set forth in Section 3 of the Offer to Purchase. See Instruction 2.
- - - -------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- - - -------------------------------------------------------------------------------------------------------
NAME(s) AND ADDRESS(ES) OF REGISTERED SHARES TENDERED
HOLDER(s) (PLEASE FILL IN, IF BLANK, (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
EXACTLY AS NAME(s) APPEAR(s)
ON CERTIFICATE(s))
- - - -------------------------------------------------------------------------------------------------------
CERTIFICATE TOTAL NUMBER NUMBER OF SHARES
NUMBER(s)(1) OF SHARES REPRESENTED BY SHARES
CERTIFICATE(s)(1) TENDERED(2)
- - - -------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------
TOTAL SHARES
- - - -------------------------------------------------------------------------------------------------------
INDICATE IN THIS BOX THE ORDER (BY CERTIFICATE NUMBER) IN WHICH SHARES ARE TO
BE PURCHASED IN THE EVENT OF PRORATION.(3) (ATTACH ADDITIONAL SIGNED LIST IF
NECESSARY.)
- - - -------------------------------------------------------------------------------
1st: 2nd: 3rd: 4th: 5th:
- - - -------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, it will be assumed that all Shares
described above are being tendered. See Instruction 4.
(3) If you do not designate an order, then in the event less than all
Shares tendered are purchased due to proration, Shares will be
selected for purchase by the Depositary.
- - - -------------------------------------------------------------------------------
2
3
BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY
----
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution
---------------------------------------
DTC Account Number
--------------------------------------------------
Transaction Code Number
---------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s)
--------------------------------------
Window Ticket Number (if any)
---------------------------------------
Date of Execution of
Notice of Guaranteed Delivery
---------------------------------------
Name of Institution
that Guaranteed Delivery
--------------------------------------------
If delivered by Book-Entry Transfer
DTC Account Number
---------------------------------------------
Transaction Code Number
----------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to The Washington Post Company, a Delaware
corporation (the "Company"), the above-described shares of Class B Common
Stock, par value $1.00 per share (the "Common Stock"), of the Company (the
"Shares"), pursuant to the Company's offer to purchase up to 500,000 Shares at
a price of $575 per Share (the "Purchase Price"), net to the seller in cash, in
accordance with the terms and conditions of the Company's Offer to Purchase
dated November 10, 1999 (the "Offer to Purchase"), and this Letter of
Transmittal (which, together with any amendments or supplements thereto or
hereto, collectively constitute the "Offer"), receipt of which is hereby
acknowledged.
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Shares tendered herewith in accordance with
the terms of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer, and irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(a) deliver certificates for such Shares, or transfer ownership of such Shares
on the account books maintained by the Book-Entry Transfer Facility, together,
in any such case, with all accompanying evidences of transfer and authenticity,
to or upon the order of, the Company upon receipt by the Depositary, as the
undersigned's agent, of the Purchase Price with respect to such Shares, (b)
present certificates for such Shares for cancellation and transfer on the
3
4
Company's books and (c) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the tendered Shares
and, when the same are accepted for payment by the Company, the Company will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, claims, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and the same will
not be subject to any adverse claims. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or the
Company to be necessary or desirable to complete the sale, assignment and
transfer of the tendered Shares.
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned understands that the tenders of Shares pursuant to any of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's representation and
warranty to the Company that (i) the undersigned has a net long position in the
Shares or equivalent securities being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the
tender of such Shares complies with Rule 14e-4. The Company's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Offer.
The names and addresses of the registered holders should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates and the number of Shares that the
undersigned wishes to tender should be indicated in the appropriate boxes on
this Letter of Transmittal.
The undersigned recognizes that, in certain circumstances set forth in the
Offer to Purchase, the Company may terminate or amend the Offer or may, subject
to applicable law, postpone the acceptance for payment of, or the payment for
Shares tendered or may not be required to purchase any of the Shares tendered
hereby or may accept for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the Purchase Price of any Shares purchased, and/or
return any certificates for Shares not tendered or accepted for payment, in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered" (and, in the case of Shares tendered by book-entry transfer, by
credit to the account at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions", please mail the
check for the Purchase Price of any Shares purchased and/or return any
certificates for Shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered". In the event that both
Special Delivery Instructions and Special Payment Instructions are completed,
please issue the check for the Purchase Price of any Shares purchased and/or
return any certificates for Shares not tendered or accepted for payment (and
any accompanying documents, as appropriate) in the name of, and mail such check
and/or return such certificates (and any accompanying documents, as
appropriate) to, the person or persons so indicated.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase the Company may not be required to purchase any of the Shares
tendered hereby or may accept for purchase, pro rata with Shares tendered by
other shareholders, fewer than all the Shares tendered hereby. In either
event, the undersigned understands that certificate(s) for any Shares not
purchased will be returned to the undersigned at the address indicated above
unless otherwise indicated under the Special Delivery Instructions below.
4
5
Shareholders tendering Shares by book-entry transfer may request that any
Shares not accepted for payment be returned by crediting such account
maintained at the Book-Entry Transfer Facility as such shareholder may
designate by checking the appropriate box under Special Payment Instructions
below. The undersigned recognizes that the Company has no obligation, pursuant
to the Special Payment Instructions, to transfer any certificate for Shares
from the name of the registered holder thereof if the Company purchases none of
the Shares represented by such certificate.
The payment for the Purchase Price for such tendered Shares as are purchased
should be issued to the order of the undersigned and mailed to the address
indicated above unless otherwise indicated under the Special Payment
Instructions or Special Delivery Instructions below. In the event that
pursuant to the Special Payment Instructions unpurchased Shares or any payment
is to be issued in the name of someone other than the undersigned, such other
person shall be authorized to give or grant any instructions, consents or
waivers as may be required with respect to such unpurchased Shares or the
Shares for which any such payment is made or such payment, as the case may be,
and the undersigned will be bound by any such instructions, consents or waivers
given or granted by such person.
- - - --------------------------------------------------------- ---------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 8) (SEE INSTRUCTIONS 1, 4, 5, 6 AND 8)
To be completed ONLY if certificates for unpurchased To be completed ONLY if certificates for unpurchased
Shares and/or any payment are to be issued in the name Shares and/or payment, issued in the name of the
of and sent to someone other than the undersigned, or if undersigned, are to be sent to someone other than the
Shares tendered by book-entry which are not purchased undersigned at an address other than that shown above.
are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility. Mail [ ] payment
[ ] certificates for unpurchased Shares to:
[ ] Credit unpurchased Shares tendered by book-entry
transfer to the Book-Entry Transfer Facility Name
account set forth below: ---------------------------------------------------
(PLEASE PRINT)
Account Number Address
------------------------------------------------
---------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
(INCLUDE ZIP CODE)
Issue [ ] payment
[ ] certificates for unpurchased Shares to: --------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
Name
----------------------------------------------------
(PLEASE PRINT)
Address
-------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
(INCLUDE ZIP CODE)
---------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- - - --------------------------------------------------------- ---------------------------------------------------------
5
6
- - - -------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 7)
To be completed ONLY if Shares are being tendered by or on behalf of a
person who owned beneficially, as of the close of business on November 8, 1999,
and as of the Expiration Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one):
[ ] was the beneficial owner, as of the close of business on November 8, 1999,
and as of the Expiration Date, of an aggregate of fewer than 100 Shares
(excluding Shares attributable to the undersigned's account, if any, under
the Company's 401(k) Savings Plans), all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owner thereof, fewer than 100 Shares
with respect to which it is the record owner, and (ii) believes, based
upon representations made to it by such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
November 8, 1999, and as of the Expiration Date, an aggregate of fewer
than 100 Shares (excluding Shares attributable to individual accounts
under the Company's 401(k) Savings Plans), and is tendering all such
Shares.
-> <-
----------------------------------------------------
-> <-
----------------------------------------------------
(SIGNATURES)
----------------------------------------------------
Name(s):
--------------------------------------------
(PLEASE PRINT)
- - - -------------------------------------------------------------------------------
6
7
IMPORTANT NOTE: To validly complete this Letter of
Transmittal your signature is required at least
twice, once in the "Sign Here" box , appearing below,
and again in the Substitute Form W-9 box, appearing
at the end of this Letter of Transmittal. In
addition, for tender of an odd lot, your signature is
also required above in the "Odd Lots" box.
- - - -------------------------------------------------------------------------------
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
-> <-
----------------------------------------------------
-> <-
----------------------------------------------------
(Signature(s) of Shareholder(s))
Dated: , 1999
-------------------
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s)
-----------------------------------------------------------------------
(Please Print)
Capacity (Full Title)
---------------------------------------------------------
Address
-----------------------------------------------------------------------
- - - -------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.
---------------------------------------------------
Taxpayer Identification or
Social Security No.
------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
----------------------------------------------------------
Name
--------------------------------------------------------------------------
(Please Print)
Capacity (Full Title)
---------------------------------------------------------
Name of Firm
------------------------------------------------------------------
Address
-----------------------------------------------------------------------
- - - -------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.
---------------------------------------------------
Dated: , 1999
-------------------------
- - - -------------------------------------------------------------------------------
7
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signature. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loans associations and brokerage
houses) that is a participant in the Securities Transfer Agents Medallion
Program or the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). No signature guarantee
is required on this Letter of Transmittal (a) if this Letter of Transmittal is
signed by the registered holder(s) (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of the Shares) of Shares
tendered herewith, unless such holder(s) has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal, or (b) if such Shares are tendered
for the account of an Eligible Institution. See Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be completed
by shareholders either if Share certificates are to be forwarded herewith or if
delivery of Shares is to be made pursuant to the procedures for book-entry
transfer set forth in Section 3 of the Offer to Purchase. For a shareholder
validly to tender Shares pursuant to the Offer, either (a) a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof),
together with any required signature guarantees and any other required
documents, must be received by the Depositary at one of its addresses set forth
herein prior to the Expiration Date and either (i) certificates for tendered
Shares must be received by the Depositary at one of such addresses prior to the
Expiration Date or (ii) Shares must be delivered pursuant to the procedures for
book-entry transfer set forth herein and confirmation of a book-entry transfer
into the Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically must be received by the Depositary prior to the
Expiration Date or (b) the tendering shareholder must comply with the
guaranteed delivery procedures set forth below and in Section 3 of the Offer to
Purchase. If certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery.
Shareholders whose certificates for Shares are not immediately available
or who cannot deliver their certificates and all other required documents to
the Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date may tender their Shares by properly completing and duly
executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedures, (a) such tender must be made by or through an
Eligible Institution, (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Company (with any
required signature guarantees) must be received by the Depositary prior to the
Expiration Date and (c) the certificates for all physically delivered Shares in
proper form for transfer by delivery or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility with
respect to all tendered Shares, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signature guarantees and any other documents required by this Letter
of Transmittal, must be received by the Depositary within three New York Stock
Exchange, Inc. trading days after the date of execution of the Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution
of this Letter of Transmittal (or manually signed facsimile thereof), waive any
right to receive any notice of the acceptance for payment of their Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached hereto.
4. Partial Tenders (Applicable to Certificate Shareholders Only). If
fewer than all the Shares evidenced by any certificate submitted to the
Depositary are to be tendered, fill in the number of Shares that are to be
tendered in the box entitled "Number of Shares Tendered". In any such case, new
certificate(s) for the remainder of the Shares that were evidenced by the old
certificate(s) will be sent to the registered holder, unless otherwise provided
in the appropriate box on this Letter of Transmittal as soon as practicable
after the expiration of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
8
9
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holders of the Shares
tendered hereby, the signatures must correspond with the names as written on
the face of the certificate(s) without any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Company of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or accepted for payment are to be issued
to, a person other than the registered owner(s), in which case the
certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such certificates. Signatures
on such certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificates listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates. Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
6. Stock Transfer Taxes. The Company will pay any stock transfer taxes
with respect to the transfer and sale of Shares to it or its order pursuant to
the Offer. If, however, payment of the Purchase Price is to be made to, or if
certificates for Shares not tendered or accepted for payment are to be
registered in the name of, any person(s) other than the registered owner(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such person or
otherwise) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes or exemption therefrom is submitted. See Section 5 of the Offer to
Purchase.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. Odd Lots. As described in Sections 1 and 2 of the Offer to Purchase,
if fewer than all Shares validly tendered on or prior to the Proration Date are
to be purchased by the Company, the Shares purchased first will consist of all
Shares (excluding Shares attributable to individual accounts under the
Company's 401(k) Savings Plans) tendered prior to the Proration Date by any
shareholder who owned beneficially as of the close of business on November 8,
1999 and as of the Expiration Date, an aggregate of fewer than 100 Shares
(excluding shares attributable to an individual's account under the Company's
401(k) Savings Plans) and who tenders all such Shares (partial tenders will not
qualify for this preference). This preference will not be available unless the
box above captioned "Odd Lots" is completed.
8. Special Payment and Delivery Instructions. If a check for the
Purchase Price is to be issued in the name of and/or certificates for Shares
not tendered or not accepted for payment are to be returned to, a person other
than the signer of this Letter of Transmittal or if a check is to be sent
and/or such certificates for Shares not tendered or purchased are to be
returned to a person other than the signer of this Letter of Transmittal or to
an address other than that shown above in the box captioned "Description of
Shares Tendered," then the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of Transmittal must be
completed. Any shareholder(s) delivering Shares by book-entry transfer will
have any Shares not accepted for payment returned by crediting the account
maintained by such shareholder(s) at the Book-Entry Transfer Facility.
9. Waiver of Conditions. Subject to the terms of the Offer, the Company
reserves the absolute right in its sole discretion to waive any of the
specified conditions of the Offer, in whole or in part, in the case of any
Shares tendered.
9
10
10. 31% Backup Withholding. Under U.S. Federal income tax law, a
shareholder whose tendered Shares are accepted for payment is required to
provide the Depositary with such shareholder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 below and certify, under penalties of
perjury, that the TIN is correct and that such shareholder is not subject to
backup withholding. If the Depositary is not provided with the correct TIN, the
Internal Revenue Service may subject the shareholder or other payee to a $50
penalty, and payments that are made to such shareholder or other payee with
respect to Shares purchased pursuant to the Offer may be subject to a 31%
backup withholding tax.
Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, the shareholder must submit a Form W-8 or W-8BEN, signed
under penalties of perjury, attesting to that individual's exempt status. A
Form W-8 or W-8BEN can be obtained from the Depositary. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the shareholder or other payee. Backup withholding
is not an additional income tax. Rather, the tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld, provided
that the required information is given to the Internal Revenue Service. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is
checked, the shareholder or other payee must also complete the separate
Certificate of Awaiting Taxpayer Identification Number below in order to avoid
backup withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold 31% of all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, such amounts will be
refunded to such shareholder if a TIN is provided to the Depositary within 60
days.
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
11. Irregularities. All questions as to the number of Shares to be
accepted and the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares will be determined by the
Company, in its sole discretion, whose determinations shall be final and
binding. The Company reserves the absolute right to reject any and all
tenders determined by it to be not in appropriate form or which would, in the
opinion of the Company's counsel, be unlawful to pay for or accept. The
Company also reserves the absolute right to waive any of the conditions of the
Offer or any defect in any tender with respect to any particular Shares or any
particular shareholder, and the Company's interpretations of the terms and
conditions of the Offer (including these instructions) shall be final and
binding. Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as the Company shall determine. None of
the Company, the Depositary, the Information Agent, the Dealer Manager or any
other person shall be obligated to give notice of defects or irregularities in
tenders, nor shall any of them incur any liability for failure to give any such
notice. Except as otherwise determined by the Company in its sole discretion,
tenders will not be deemed to have been made until all defects and
irregularities have been cured or waived.
12. Requests for Assistance or Additional Copies. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal, the
Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 should be directed to the
Information Agent at its telephone number and addresses set forth below, and
such copies will be furnished promptly at the Company's expense. Questions or
requests for assistance also may be directed to the Information Agent.
Shareholders may also contact their local broker, dealer commercial bank or
trust company for requests relating to, or assistance concerning, the Offer.
13. Order of Purchase in Event of Proration. As described in Section 1
of the Offer to Purchase, shareholders may designate the order in which their
Shares are to be purchased in the event of proration. Confirmation of a
shareholder's designation will be made by a notation by the Depositary on the
check for the Purchase Price received by the shareholder. The order of
purchase may have an effect on the United States federal income tax
classification of any gain or loss on the Shares purchased. See Sections 1 and
11 of the Offer to Purchase.
10
11
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE
THEREOF (TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND OTHER REQUIRED DOCUMENTS WITH RESPECT TO, TENDERED SHARES WITH ANY
REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE
RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE. SHAREHOLDERS ARE
ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THEIR LETTER OF
TRANSMITTAL.
- - - ---------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK, A DIVISION OF EQUISERVE
- - - ---------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT Social Security Number
AND CERTIFY BY SIGNING AND DATING BELOW. Employer Identification Number
OR
--------------
-------------------------------------------------------------------------------------
FORM W-9 PART 2--CERTIFICATES--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I
am waiting for a number to be issued to me) and
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE (2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax returns. However, if after
being notified by the IRS that you are subject to backup withholding, you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out such item (2).
-------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART 3
IDENTIFICATION NUMBER ("TIN") SIGNATURE DATE Awaiting TIN >[ ]
--------------------------- -----
- - - ---------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
- - - -------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld,
but that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
Signature Date
----------------------------------------- ----------------
- - - -------------------------------------------------------------------------------
11
12
The Information Agent for the Offer is:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, NJ 07072-2586
(201) 896-1900 (for inquiries from
brokers, dealers, commercial banks and trust companies)
(877) 842-2408 (for all other inquiries)
The Dealer Manager for the Offer is:
[ALLEN & COMPANY INCORPORATED LOGO]
711 Fifth Avenue
New York, NY 10022
(212) 832-8000
(call collect)
12
1
THE WASHINGTON POST COMPANY
FORM OF NOTICE OF GUARANTEED DELIVERY
This form, or a form substantially equivalent to this form, must be
used to accept the Offer (as defined below) if a shareholder's stock
certificates are not immediately available, if the procedure for book-entry
transfer cannot be completed on a timely basis, or if time will not permit the
Letter of Transmittal or other required documents to reach the Depositary prior
to the Expiration Date (as defined in the Offer). Such form may be delivered to
the Depositary by hand, mail, telex or (for Eligible Institutions only) by
facsimile transmission. See Section 3 of the Offer to Purchase.
THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM MUST COMMUNICATE
THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND
CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE
TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.
THE DEPOSITARY
FIRST CHICAGO TRUST COMPANY OF NEW YORK, A DIVISION OF EQUISERVE
FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(201) 324-3402 or (201) 324-3403
(201) 222-4707 (for facsimile confirmation)
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
First Chicago Trust First Chicago Trust Company of New York First Chicago Trust Company
Company of New York c/o Securities Transfer Reporting of New York
Corporate Actions Services, Inc. Corporate Actions
Suite 4660 Attention: Corporate Actions Suite 4680
P.O. Box 2569 100 Williams Street, Galleria 14 Wall Street - 8th Floor
Jersey City, NJ 07303-2569 New York, NY 10038 New York, NY 10005
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
FOR INFORMATION CALL THE INFORMATION AGENT:
CORPORATE INVESTOR COMMUNICATIONS, INC.
(201) 896-1900 (for inquiries from
brokers, dealers, commercial banks and trust companies)
(877) 842-2408 (for all other inquiries)
2
Ladies and Gentlemen:
The undersigned hereby tenders to The Washington Post Company (the
"Company"), upon the terms and subject to the conditions set forth in its Offer
to Purchase dated November 10, 1999, and the related Letter of Transmittal
(which together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of shares of the Company's Class B Common Stock, par
value $1.00 per share ("Shares") listed below, pursuant to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase.
NUMBER OF SHARES: SIGN HERE:
- - - ------------------------------------- ------------------------------------
Certificate Nos.: (if available) Name(s) (Please Print)
- - - ------------------------------------- ------------------------------------
- - - ------------------------------------- ------------------------------------
(Area Code and Telephone Number) (Address)
Account No.
-------------------------- ------------------------------------
At the Depository Trust Company Signature(s)
------------------------------------
3
- - - --------------------------------------------------------------------------------
ODD LOTS
To be completed ONLY if Shares are being tendered by or on behalf of
a person who owned beneficially, as of the close of business on November 8,
1999, and as of the Expiration Date, an aggregate of fewer than 100 Shares
(excluding Shares attributable to individual accounts, if any, under the
Company's 401(k) Savings Plans).
The undersigned either (check one):
[ ] was the beneficial owner, as of the close of business on November 8,
1999, and as of the Expiration Date, of an aggregate of fewer than
100 Shares (excluding Shares attributable to the undersigned's
account, if any, under the Company's 401(k) Savings Plans), all of
which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owner thereof, fewer than
100 Shares with respect to which it is the record owner, and (ii)
believes, based upon representations made to it by such beneficial
owner, that such beneficial owner owned beneficially, as of the close
of business on November 8, 1999, and as of the Expiration Date, an
aggregate of fewer than 100 Shares (excluding Shares attributable to
an individual's account under the Company's 401(k) Savings Plans) and
is tendering all such Shares.
- - - --------------------------------------------------------------------------------
---------------------------------
NAME(S)
---------------------------------
(ADDRESS)
---------------------------------
---------------------------------
(AREA CODE AND TELEPHONE)
4
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution that is a participant in the Securities
Transfer Agents Medallion Signature Guarantee Program or the New York Stock
Exchange Medallion Signature Program or the Stock Exchanges Medallion Program,
hereby guarantees (i) that the above-named person(s) has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended, (ii) that such tender of Shares
complies with Rule 14e-4, and (iii) to deliver to the Depositary at one of its
addresses set forth above certificate(s) for the Shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry transfer of the
Shares into the Depositary's account at The Depository Trust Company, together
with a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other required documents, within three New York Stock Exchange
trading days after the date of receipt hereof by the Depositary.
Dated: , 1999
--------------------- -----------------------------------
(Firm)
-----------------------------------
(Address)
Sign Here:
-----------------------------------
(Authorized Agent)
-----------------------------------
(City, State) (Zip Code)
-----------------------------------
(Area Code and Telephone No.)
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER
OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE
INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE
SENT WITH THE LETTER OF TRANSMITTAL.
1
[ALLEN & COMPANY LOGO]
THE WASHINGTON POST COMPANY
OFFER TO PURCHASE FOR CASH
UP TO
500,000 SHARES OF ITS CLASS B COMMON STOCK
AT
$575 PER SHARE NET
- - - --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5 P.M., NEW
YORK CITY TIME, ON FRIDAY, DECEMBER 10, 1999, UNLESS THE OFFER IS EXTENDED.
- - - --------------------------------------------------------------------------------
November 10, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees:
We are enclosing herewith the material listed below relating to the
offer by The Washington Post Company, a Delaware corporation (the "Company"), to
purchase up to 500,000 of the outstanding shares of its Class B Common Stock,
par value $1.00 per share (the "Shares"), for cash at $575 per Share net to the
seller, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated November 10, 1999, and in the related Letter of Transmittal
(which together constitute the "Offer"). The Company may elect, but is not
obligated, to purchase additional Shares pursuant to the Offer. THE OFFER IS NOT
CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING VALIDLY TENDERED.
We have been engaged by the Company as Dealer Manager with respect to
the Offer. We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. No fees or commissions (other than fees to the Dealer
Manager, the Information Agent or the Depositary as described in the Offer) will
be payable to brokers, dealers or other persons for soliciting tenders of Shares
pursuant to the Offer. The Company will, however, upon request, reimburse you
for customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. No shareholder will be required to pay
transfer taxes on the transfer to the Company of Shares purchased pursuant to
the Offer, subject to Instruction 6 of the Letter of Transmittal.
2
For your information and for forwarding to your clients we are
enclosing the following documents:
(1) Offer to Purchase dated November 10, 1999;
(2) Specimen Letter of Transmittal to be used by holders of
Shares to tender Shares and for the information of your
clients;
(3) Form of Notice of Guaranteed Delivery;
(4) Guidelines for Certification of Taxpayer Identification
Number on Substitution Form W-9;
(5) Letter which may be sent to your clients for whose
accounts you hold Shares registered in your name (or in
the name of your nominee), with space provided for
obtaining such clients' instructions with regard to the
Offer; and
(6) Return envelope addressed to First Chicago Trust Company
of New York, the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5 P.M., NEW
YORK CITY TIME, ON FRIDAY, DECEMBER 10, 1999, UNLESS EXTENDED.
Your communications to shareholders with respect to the Offer will
constitute your representation to the Company that (i) in connection with such
communications you have complied with the applicable requirements of the
Securities Exchange Act of 1934 and the applicable rules and regulations
thereunder; (ii) if a foreign broker or dealer, you have conformed to the Rules
of Fair Practice of the National Association of Securities Dealers, Inc. in
making such communications; and (iii) in connection with such communications you
have not used any offering materials other than those furnished by the Company.
The Offer is not being made to (nor will tenders be accepted from or
on behalf of) holders of Shares residing in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with
securities or Blue Sky laws of such jurisdiction.
Additional copies of the enclosed material may be obtained from the
undersigned or from Corporate Investor Communications, Inc., the Information
Agent. Any questions you may have with respect to the Offer should be directed
to the undersigned at (212) 832-8000.
Very truly yours,
[ALLEN & COMPANY LOGO]
Dealer Manager
3
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEALER MANAGER,
THE INFORMATION AGENT OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE
OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY
SET FORTH IN SUCH MATERIAL.
1
THE WASHINGTON POST COMPANY
OFFER TO PURCHASE FOR CASH
UP TO
500,000 SHARES OF ITS CLASS B COMMON STOCK
AT
$575 PER SHARE NET
- - - -------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5 P.M., NEW
YORK CITY TIME, ON FRIDAY, DECEMBER 10, 1999, UNLESS THE OFFER IS EXTENDED.
- - - -------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated November
10, 1999, of The Washington Post Company, a Delaware corporation (the
"Company"), and a related specimen Letter of Transmittal (which together
constitute the "Offer"), pursuant to which the Company is offering to purchase
up to 500,000 of the outstanding shares of its Class B Common Stock, par value
$1.00 per share (the "Shares"), for cash at $575 per Share net to the seller,
upon the terms and subject to the conditions set forth in the Offer. The Company
may elect, but shall not be obligated, to purchase additional Shares pursuant to
the Offer. The Offer to Purchase and a specimen Letter of Transmittal are being
forwarded to you as the beneficial owner of Shares held by us in your account
but not registered in your name. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US
AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS.
THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
YOUR ATTENTION IS CALLED TO THE FOLLOWING:
(1) The tender price is $575 per Share net to you in cash.
(2) The Offer is not conditioned upon any minimum number of Shares
being validly tendered.
2
(3) Tendering shareholders will not be obligated to pay brokerage
commissions or, subject to Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by the
Company pursuant to the Offer.
(4) The Offer and the Proration Period expire at 5 p.m., New York
City time, on Friday, December 10, 1999 unless extended (the
"Expiration Date"). Shares must be properly tendered by the
Expiration Date to ensure that at least some of your Shares will
be purchased if there is proration. Your instructions to us
should be forwarded in ample time to permit us to submit a timely
tender on your behalf.
(5) If you owned beneficially, as of the close of business on
November 8, 1999, and as of the Expiration Date, an aggregate of
fewer than 100 Shares (excluding Shares attributable to your
account, if any, under the Company's 401(k) Saving Plans), and
you validly tender all such Shares (partial tenders will not
qualify for this preference) and check the box captioned "Odd
Lots" on the reverse side hereof, all such Shares will be
accepted for purchase before the purchase of other properly
tendered Shares.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES, WILL YOU KINDLY
SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM
SET FORTH ON THE REVERSE SIDE HEREOF. AN ENVELOPE TO RETURN YOUR INSTRUCTIONS TO
US IS ENCLOSED. IF YOU AUTHORIZE TENDER OF YOUR SHARES, ALL SUCH SHARES WILL BE
TENDERED UNLESS OTHERWISE SPECIFIED BELOW. THE ENCLOSED SPECIMEN LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND SHOULD NOT BE USED
TO TENDER SHARES.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND THE RISK
OF THE TENDERING SHAREHOLDERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL OTHER CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
As described in the Offer to Purchase, if more than 500,000 (or such
greater number, as the Company may elect to purchase) Shares are validly
tendered on or prior to the Expiration Date, subject to the terms and conditions
of the Offer, the Company will purchase Shares as follows: (a) all Shares
validly tendered and not withdrawn on or prior to the Expiration Date by any
shareholder who owned beneficially, as of the close of business on November 8,
1999, and as of the Expiration Date, an aggregate of fewer than 100 Shares
(excluding Shares attributable to an individual's account, if any, under the
Company's 401(k) Savings Plans), and who validly tenders all of such Shares
(PARTIAL TENDERS WILL NOT QUALIFY FOR THIS PREFERENCE) and completes the box
captioned "Odd Lots" on the Letter of Transmittal and, if applicable, the Notice
of Guaranteed Delivery; and (b) then, after purchase of all Shares described in
clause (a), all other Shares validly tendered on or prior to the Proration Date,
on a pro rata basis if necessary (with appropriate adjustments to avoid purchase
of fractional Shares). IF YOU OWNED BENEFICIALLY, AS OF THE CLOSE OF BUSINESS ON
NOVEMBER 8, 1999, AND AS OF THE EXPIRATION DATE, AN AGGREGATE OF FEWER THAN
3
100 SHARES (EXCLUDING SHARES ATTRIBUTABLE TO YOUR ACCOUNT, IF ANY, UNDER THE
COMPANY'S 401(k) SAVINGS PLANS), AND ALL OF SUCH SHARES ARE BEING TENDERED,
PLEASE CHECK THE BOX ENTITLED "ODD LOTS" IN THE INSTRUCTION FORM SET FORTH
BELOW.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities or Blue Sky laws of such jurisdiction.
4
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter enclosing the
Offer to Purchase dated November 10, 1999 and a specimen Letter of Transmittal
relating to the Offer by The Washington Post Company, a Delaware corporation
(the "Company"), to purchase up to 500,0000 shares (or such greater number of
shares, as the Company may elect to purchase) of its outstanding Class B Common
Stock, par value $1.00 per share (the "Shares").
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 10, 1999 and in the
related specimen Letter of Transmittal that you have furnished to the
undersigned.
- - - -------------------------------------------------------------------------------
ODD LOTS
? By checking this box, the undersigned represents that the undersigned owned
beneficially, as of the close of business on November 8, 1999, and as of the
Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares
attributable to the undersigned's account, if any, under the Company's 401(k)
Savings Plans) and is tendering all such Shares.
- - - -------------------------------------------------------------------------------
Date: , 1999
---------------
SIGN HERE
---------------------------------------
---------------------------------------
SIGNATURE(s)
- - - -----------------------------------
---------------------------------------
---------------------------------------
Number of Shares to be tendered:
*
- - - -------------------------------
*Unless otherwise indicated it will
be assumed that all of your Shares ---------------------------------------
are to be tendered. (PLEASE PRINT NAME(S) AND ADDRESS HERE)
---------------------------------------
AREA CODE AND TELEPHONE NUMBER
- - - -----------------------------------
1
NOTICE TO PARTICIPANTS IN THE
401(k) SAVINGS PLANS OF
THE WASHINGTON POST COMPANY
November 10, 1999
To Participants in the 401(k) Savings Plans of The Washington Post Company:
THE OFFER
Enclosed for your consideration is an Offer to Purchase (the "Offer"),
from The Washington Post Company, a Delaware corporation (the "Company"), by
which the Company is offering to purchase up to 500,000 shares of its Common
Stock ("Washington Post Shares"), for $575.00 per Share in cash. The Offer is
subject to certain conditions which are fully explained in the enclosed Offer
dated November 10, 1999.
YOU CAN INSTRUCT VANGUARD TO TENDER
As a Participant in the 401(k) Savings Plans of The Washington Post
Company (the "401(k) Plans"), you have the right to instruct Vanguard Fiduciary
Trust Company ("Vanguard"), the trustee of the 401(k) Plans, to tender or not
to tender some percentage or all of the Washington Post Shares allocable to your
separate account under the 401(k) Plans. You can provide your instructions to
Vanguard by completing and returning the enclosed "Tender Offer Instruction
Form" by mail. Please note that generally Vanguard will not tender any Shares
for which it does not receive timely instructions.
By instructing Vanguard to "tender" your Washington Post Shares, you
are instructing Vanguard to sell Shares allocable to your account for cash in
response to the Offer. If you decide to tender your Washington Post Shares, all
of your tendered Shares may not be bought by the Company. This would happen if
more total Shares are tendered than the Company wants to buy. In which case,
the number of Shares purchased from all who successfully tender will be reduced,
pro rata.
Please note that timely instructions provided to Vanguard will be
followed with respect to Shares held in your account as of the Plan Deadline.
For example, if additional Washington Post Shares are allocable to your 401(k)
Plans account before the Plan Deadline, the instructions you give will also be
followed with respect to those additional Shares. If you currently have no
Washington Post Shares in your 401(k) Plans account, and you subsequently
purchase Shares, any Shares allocable to your account as of the Plan Deadline
(below) may be tendered based on the instructions you provide on the enclosed
Tender Offer Instruction Form.
2
ENCLOSED INFORMATION
Enclosed for your consideration are the following materials about the
Offer:
1. The Washington Post Company "Offer to Purchase" dated November 10, 1999,
which contains important details about the Offer which you should review;
2. A "Tender Offer Instruction Form;" and
3. A postage-paid reply envelope.
PLEASE NOTE THAT THE BOARD OF DIRECTORS FOR THE COMPANY DID NOT ISSUE A
RECOMMENDATION IN RELATION TO THE OFFER. Also note that the enclosed
information relates only to Washington Post Shares allocable to your account
under the 401(k) Plans. If you own other Washington Post Shares outside of your
401(k) Plans, you should receive separate mailings relating to those shares.
PROVIDING TENDER INSTRUCTIONS
You are strongly encouraged to direct Vanguard as to whether you wish
to tender or not to tender some portion or all of the Washington Post Shares
allocable to your 401(k) Plans account. To instruct Vanguard, please promptly
complete, sign and date the enclosed Tender Offer Instruction Form and mail it
to Vanguard in the enclosed postage-paid reply envelope.
DEADLINE FOR TENDER INSTRUCTIONS
You should return the enclosed Tender Offer Instruction Form to
Vanguard by 12:00 noon EST on Tuesday, December 7, 1999, the Plan Deadline. In
the event that the Company extends its expiration date for the Offer, which
currently expires at 5:00 p.m. EST on Friday, December 10, 1999, the Plan
Deadline will automatically be extended to 12:00 noon EST three business days
prior to the Offer's new expiration date.
Please note that you may cancel or change your tender instructions
prior to the Plan Deadline by providing new instructions to Vanguard. Later
instructions received by Vanguard will replace any instructions you have
previously given, provided the new instructions contain your name, social
security number, the date and a tender response for your Washington Post Shares
in the 401(k) Plans.
REINVESTMENT OF TENDER PROCEEDS
In return for your Washington Post Shares accepted for tender, the
Company will provide cash proceeds to the 401(k) Plans. The tender proceeds
from the Offer for your Shares will be invested in the Vanguard Federal Money
Market Portfolio for your separate account. Any portion of your 401(k) Plans
account that remains invested in Washington Post Shares after completion of the
Offer will continue to be invested in Shares.
QUESTIONS AND ADDITIONAL INFORMATION
If you have any questions about the Offer, please contact Corporate
Investor Communications, Inc., the Information Agent for the Offer, toll free
at (877) 842-2408. If you have questions on how to provide directions to
Vanguard, please contact Vanguard Participant Services at (800) 523-1188.
Very truly yours,
Vanguard Fiduciary Trust Company
1
TENDER OFFER INSTRUCTION FORM
PARTICIPANTS OF THE
401(k) SAVINGS PLAN OF THE WASHINGTON POST COMPANY
BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ
THE ACCOMPANYING INFORMATION
In response to the Offer from The Washington Post Company for its
Shares of Class B Common Stock, I hereby instruct Vanguard Fiduciary Trust
Company to tender or not to tender Washington Post Class B Shares allocable to
my plan account in response to the Offer as follows (PLEASE CHECK ONE BOX BELOW
AND COMPLETE):
YES. I DIRECT VANGUARD TO TENDER ____ % (WHOLE PERCENTS ONLY) OF
THE SHARES ALLOCABLE TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER.
NO. I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES ALLOCABLE TO
MY PLAN ACCOUNT IN RESPONSE TO THE OFFER.
IMPORTANT: GENERALLY, IF YOU DO NOT RESPOND, VANGUARD WILL NOT TENDER YOUR
SHARES. INSTRUCTION FORMS SIGNED AND RETURNED WITHOUT AN ELECTION CHECKED
WILL BE INCOMPLETE AND, THEREFORE, WILL BE TREATED AS IF NO RESPONSE WAS
PROVIDED. PLEASE MAIL YOUR COMPLETED INSTRUCTION FORM TO VANGUARD IN THE
ENCLOSED POSTAGE-PAID REPLY ENVELOPE.
All instructions received by Vanguard from individual participants will
be held in confidence and will not be divulged to any person, including The
Washington Post Company, or any of its respective affiliates, directors,
officers or employees.
If you have any questions about the procedures for responding to
Vanguard, please contact Vanguard Participant Services at (800) 523-1188.
THIS FORM SHOULD BE RECEIVED BY 12:00 NOON EST ON TUESDAY, DECEMBER 7, 1999,
THE PLAN DEADLINE (UNLESS THE EXPIRATION DATE OF THE OFFER IS EXTENDED).
Signature
Please Print Name
Social Security Number
Date
Daytime Phone Number
1
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification number have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
- - - -----------------------------------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF
- - - -----------------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if
combined funds, any one of the
individuals(1)
3. Husband and wife (joint account) The actual owner of the account or, if
joint funds, either person(1)
4. Custodian account of minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only
contributor, the minor(1)
6. Account in the name of guardian or committee The ward, minor, or incompetent
for a designated ward, minor, or person(3)
incompetent person
7. a. The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a The actual owner(1)
legal or valid trust under State law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or pension trust The legal entity (do not furnish the
identifying number of the personal
representative or trustee unless the
legal entity itself is not designated
in the account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or educational The organization
organization account
12. Partnership account held in the name of the The partnership
business
13. Association, club or other tax-exempt The organization
organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
State or local government, school district,
or prison) that receives agricultural
program payments
- - - -----------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or an agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(l).
- An entity registered at all times under the Investment Company Act
of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section
1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payee.
- Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045 and 6050A.
Privacy Act Notice.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Effective January 1, 1993, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) Penalty for Failure to Furnish Taxpayer Identification Number--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Failure to Report Certain Dividend and Interest Payments--If you fail to
include any portion of an includable payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) Civil Penalty for False Information With Respect to Withholding--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
1
This announcement is neither an offer to buy nor a solicitation of an offer to
sell these securities. The offer is made solely by the Offer to Purchase dated
November 10, 1999, and the related Letter of Transmittal. Capitalized terms not
defined in this announcement have the respective meanings ascribed to such
terms in the Offer to Purchase. The Offer is not being made to, and tenders
will not be accepted from or on behalf of, holders of shares in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities or Blue Sky laws of such jurisdiction. The
Company is not aware of any jurisdiction in which the making of the Offer or
the Tender of Shares would not be in compliance with the laws of such
jurisdiction. In any jurisdiction whose laws require that the Offer be made by
a licensed broker or dealer, the Offer shall be deemed to be made on the
Company's behalf by Allen & Company Incorporated, or by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER
BY
THE WASHINGTON POST COMPANY
TO PURCHASE FOR CASH UP TO 500,000 SHARES
OF ITS CLASS B COMMON STOCK
AT
$575 PER SHARE NET
The Washington Post Company, a Delaware corporation (the "Company"), is
offering to purchase up to 500,000 shares of its Class B Common Stock, par value
$1.00 per share (the "Shares"), at $575 per Share net to the seller in cash,
upon the terms and conditions set forth in the Offer to Purchase dated November
10, 1999, and the related Letter of Transmittal (which together constitute the
"Offer"). The Company reserves the right, in its sole discretion but subject to
any applicable legal requirements, to purchase more than 500,000 Shares pursuant
to the Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH
IN THE OFFER TO PURCHASE.
- - - --------------------------------------------------------------------------------
THE OFFER , PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5
P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 10, 1999, UNLESS THE OFFER IS
EXTENDED.
- - - --------------------------------------------------------------------------------
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH
SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER. THE COMPANY HAS BEEN INFORMED THAT ITS CONTROLLING
SHAREHOLDERS DO NOT INTEND TO TENDER ANY SHARES PURSUANT TO THE OFFER. THE
COMPANY HAS BEEN INFORMED THAT CERTAIN OFFICERS AND CERTAIN TRUSTS OF WHICH
CERTAIN DIRECTORS ARE TRUSTEES MAY ELECT TO TENDER SHARES PURSUANT TO THE OFFER.
If 500,000 or fewer Shares (or such greater number of Shares as the Company
may elect to purchase) are tendered prior to 5 p.m., New York City time, on
Friday, December 10, 1999, or the latest time and date to which the Offer may be
extended (the "Expiration Date"), the Company will purchase all Shares so
tendered. If, prior to the Expiration Date, more than 500,000 Shares are
tendered and not withdrawn, the Company may elect, but shall not be obligated,
to purchase additional Shares. In the event that fewer than all the Shares
validly tendered and not withdrawn prior to the Expiration Date are to be
purchased, the Company will, upon the terms and subject to the conditions of the
Offer, purchase Shares in the following order: (a) the Shares validly tendered
by any shareholder who owned beneficially, as of the close of business on
November 8, 1999, and as of the Expiration Date, an aggregate of fewer than 100
Shares (excluding any Shares attributable to an individual's account, if any, in
the Company's 401(k) Savings Plans), and who tenders all Shares owned
beneficially by such Odd Lot holder (partial tenders will not qualify for this
preference) and complies with the requirements set forth in Section 2 of the
Offer to Purchase, and (b) then, after purchase of all the foregoing Shares, all
Shares tendered and not withdrawn on or prior to the Expiration Date, on a pro
rata basis as necessary, up to the maximum number of Shares to be purchased
pursuant to the Offer. For purposes of the Offer, the Company will be deemed to
have accepted for payment (and thereby purchased), subject to proration, Shares
which are tendered and not withdrawn when, as and if the Company gives oral or
written notice to the First Chicago Trust Company of New York (the "Depositary")
of the Company's acceptance of such Shares for payment pursuant to the Offer.
Payment for Shares tendered and purchased will be made only after receipt by the
Depositary of certificates therefor or confirmation of book-entry delivery of
Shares through the Book-Entry Transfer Facility as described in the Offer, a
properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal.
Shares tendered pursuant to the Offer are irrevocable, except that Shares
tendered may be withdrawn prior to 5 p.m., New York City time, on Friday,
December 10, 1999. Unless theretofore accepted for payment by the Company,
Shares tendered may also be withdrawn after 12:00 midnight, New York City time,
on Monday, January 10, 2000. To be effective, a written or facsimile notice of
withdrawal must be received by the Depositary at one of its addresses set forth
on the back cover of the Offer to Purchase on a timely basis. Any notice of
withdrawal must specify the name of the person having deposited the Shares to be
withdrawn, the number of Shares to be withdrawn and, if different from the name
of the person who tendered the Shares, the name of the registered owner of such
Shares. If the certificates have been delivered or otherwise identified to the
Depositary, then, prior to the release of such certificates, the tendering
shareholder must also submit the serial numbers shown on the particular
certificates evidencing such Shares and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry transfer as set forth in the
Offer, the notice of withdrawal must specify the name and the number of the
account at the book-entry transfer facility to be credited with the withdrawn
Shares.
2
The Company expressly reserves the right, at any time and from time to time,
in its sole discretion, to extend the period of time during which the Offer is
open by giving oral or written notice of such extension to the Depositary and
making a public announcement thereof. Subject to certain conditions set forth in
the Offer to Purchase, the Company also expressly reserves the right to
terminate the Offer and not accept for payment any Shares not theretofore
accepted for payment.
The Board of Directors believes that the Company's financial position,
outlook and current market conditions make this an attractive time for the
Company to repurchase a portion of the outstanding Shares. In the view of the
Board of Directors, the Offer represents an acceleration of the Company's
existing share repurchase program. The Offer will, at the same time, afford an
opportunity to those shareholders who wish to dispose of Shares to do so at a
price in excess of current market prices at the date the Offer was announced
without the usual transaction costs associated with market sales. Insofar as the
Company succeeds in purchasing odd lots consisting of fewer than 100 Shares, the
costs to the Company for services to shareholders will be reduced.
The purchase of Shares by the Company pursuant to the Offer will be made
only in accordance with, and will be subject to, the terms and conditions set
forth in the Offer to Purchase and the related Letter of Transmittal. THE OFFER
TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ BEFORE TENDERS ARE MADE. The information required to be disclosed
by Rule l3e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
Copies of the Offer to Purchase and the Letter of Transmittal are being
mailed to record holders of Shares and are being furnished to participants in
security position listings. Copies of the Offer may be obtained at the expense
of the Company from the Information Agent at the address set forth below.
Questions and requests for assistance may be directed to the Information Agent
as set forth below.
The Information Agent:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072-2586
(201) 896-1900 for inquiries from brokers, dealers, commercial banks,
trust companies
(877) 842-2408 for all other inquiries
The Dealer Manager for the Offer is:
[ALLEN & COMPANY LOGO]
1
Contact: Guyon Knight For Immediate Release
(202) 334-6642 November 8, 1999
THE WASHINGTON POST COMPANY ANNOUNCES TENDER OFFER
TO PURCHASE UP TO 500,000 SHARES
OF ITS CLASS B COMMON STOCK
WASHINGTON - The Washington Post Company (NYSE:WPO) announced today that its
Board of Directors has approved a tender offer by the company to purchase up to
500,000 shares of its own Class B Common Stock at a price of $575 per share.
The company has reserved the right to purchase more than 500,000 shares if
offered. The tender offer will commence on Wednesday, November 10, 1999, and
will expire at 5:00 p.m. (EST) on Friday, December 10, 1999.
The company said that all shares tendered by holders of less than 100
shares, and who tender all shares they own, will be purchased by the company
without being subject to proration.
Allen & Company Incorporated will act as dealer manager in the offer.
The company has outstanding 1,739,250 shares of Class A Common Stock,
which is not publicly traded, and 8,305,323 shares of Class B Common Stock.
# # #
