As
filed with the Securities and Exchange Commission on November 14,
2008
Registration
Statement No.
333-
SECURITIES
AND EXCHANGE COMMISSION
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
THE
WASHINGTON POST COMPANY
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
1150
15th Street, N.W.
Washington,
D.C. 20071
(202)
334-6000
(Address,
including zip code,
and
telephone number, including
area
code, of Registrant=s
principal
executive offices)
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53-0182885
(I.R.S.
Employer
Identification
No.)
Veronica
Dillon
Senior
Vice President,
General
Counsel and Secretary
The
Washington Post Company
1150
15th Street, N.W.
Washington,
D.C. 20071
(202)
334-6000
(Name,
address, including zip code,
and
telephone number, including area
code,
of agent for service)
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with
copies to:
Ronald
Cami, Esq.
Cravath,
Swaine & Moore LLP
825
Eighth Avenue
New
York, New York 10019
(212)
474-1048
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Approximate
date of commencement of proposed sale to the public:
From time
to time after the effective date of this registration statement as determined by
market conditions and other factors.
If the
only securities being registered on this Form are to be offered pursuant to
dividend or interest reinvestment plans, please check the following
box. o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. x
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “larger accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large accelerated
filer x
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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| CALCULATION OF REGISTRATION FEE | ||||
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Title
of each class of
securities
to be registered
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Amount
to
be
registered (a)
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Proposed
maximum
offering
price
per
unit (a)
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Proposed
maximum
aggregate
offering
price (a)
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Amount
of
registration
fee
(b)
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Debt
Securities
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||||
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(a)
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An
indeterminate aggregate initial offering price or number of the securities
of each identified Debt Security is being registered as may from time to
time be offered at indeterminate
prices.
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(b)
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Pursuant
to Rule 415(a)(6) under the Securities Act of 1933, the $400,000,000
principal amount of debt securities (the “Previously
Registered Securities”) that were
registered under registration statement no. 333-72162 filed on October 24,
2001 and have not yet been issued and sold are included in this
registration statement. A filing fee of $100,000 was paid with respect to
such Previously Registered Securities. In accordance with Rules
456(b) and 457(r) under the Securities Act, the Registrant is deferring
payment of all other registration
fees.
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PROSPECTUS
THE
WASHINGTON POST COMPANY
1150
15th Street, N.W.
Washington,
D.C. 20071
(202)
334-6000
DEBT
SECURITIES
We may
offer from time to time unsecured debt securities consisting of notes,
debentures or other evidences of indebtedness.
The terms
of each series of debt securities will be set forth in a prospectus
supplement. You should read this prospectus and the prospectus
supplement carefully.
____________________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE
CONTRARY
IS A CRIMINAL OFFENSE.
____________________
We may
sell debt securities directly, through agents or through underwriters or
dealers.
The
date of this prospectus is November 14, 2008
TABLE
OF CONTENTS
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About
this
Prospectus
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1
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Where
You Can Find More
Information
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1
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Incorporation
of Certain Documents By
Reference
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2
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Forward-Looking
Statements
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3
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The
Washington Post
Company
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3
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Use
of
Proceeds
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3
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Ratio
of Earnings to Fixed
Charges
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4
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Description
of The Debt
Securities
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5
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Plan
of
Distribution
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14
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Legal
Matters
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14
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Experts
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15
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ABOUT
THIS PROSPECTUS
This
prospectus is part of an automatic shelf registration statement that we filed
with the Securities and Exchange Commission (the “Commission”) as a “well-known
seasoned issuer” as defined in Rule 405 under the Securities Act of 1933,
as amended (the “Securities Act”), utilizing a “shelf” registration
process. Under this shelf process, we may, from time to time, sell
debt securities described in this prospectus in one or more
offerings.
This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading “Where
You Can Find More Information”
below.
You
should rely only on the information provided in this prospectus and in any
prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with
different information. We are not offering the securities in any
state where the offer is not permitted. You should not assume that
the information in this prospectus, or any supplement to this prospectus, is
accurate at any date other than the date indicated on the cover page of these
documents.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed with the Commission a registration statement under the Securities Act that
registers the distribution of the debt securities. The registration
statement, including the attached exhibits and schedules, contains additional
relevant information about us and our securities. The rules and
regulations of the Commission allow us to omit certain information included in
the registration statement from this prospectus.
In
addition, we file annual, quarterly and current reports, proxy statements and
other information with the Commission under the Securities Exchange Act of 1934,
as amended. You may read and copy this information at the following
locations of the Commission.
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Public
Reference Room
100
F Street, N.E.
Washington,
D.C. 20549
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1
You may
also obtain copies of this information by mail from the Public Reference Section
of the Commission, 100 F Street, N.E., Washington, D.C. 20549, at
prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330.
The
Commission also maintains a website that contains reports, proxy statements and
other information about issuers. The address of that site is
http://www.sec.gov.
You can
also inspect reports, proxy statements and other information about the Company
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
Commission allows us to “incorporate by
reference”
information into this prospectus. This means that we can disclose
important information to you by referring you to another document filed
separately with the Commission. The information incorporated by
reference is considered to be a part of this prospectus, except for any
information that is superseded by information that is included directly in this
document.
This
prospectus incorporates by reference the documents listed below that we have
previously filed with the Commission. They contain important
information about us and our predecessors.
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Company SEC
Filings
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Period
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Annual
Report on Form 10-K
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Year
ended December 30, 2007
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Quarterly
Reports on Form 10-Q
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Quarters
ended March 30, 2008, June 29, 2008 and September 28,
2008
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Current
Reports on Form 8-K
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As
filed on January 17, 2008, February 7, 2008, May 16, 2008, June 10, 2008,
June 12, 2008 and July 2, 2008
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We
incorporate by reference additional documents that we may file with the
Commission between the date of this prospectus and the termination or completion
of the offering of the debt securities. These documents include
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements. Any report, document, or portion thereof that is
furnished to, but not filed with, the Commission is not incorporated by
reference. The information contained on our website (www.washpostco.com)
is not incorporated into this prospectus.
You can
obtain any of the documents incorporated by reference in this document through
us, or from the Commission through the Commission=s web site
at the address described above. Documents incorporated by reference
are available from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference
in this prospectus by requesting them in writing or by telephone from us at the
following address:
2
General
Counsel’s Office
The
Washington Post Company
1150 15th
Street, N.W.
Washington,
D.C. 20071
(202)
334-6000
If you
request any incorporated documents from us, we will mail them to you by first
class mail, or other means, promptly after we receive your request.
FORWARD-LOOKING
STATEMENTS
All
public statements made by us and our representatives which are not statements of
historical fact, including certain statements in this registration statement on
Form S-3, are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
including comments about our business strategies and objectives, the prospects
for growth in our various business operations, and our future financial
performance. As with any projection or forecast, forward-looking
statements are subject to various risks and uncertainties that could cause
actual results or events to differ materially from those anticipated in such
statements. Accordingly, undue reliance should not be placed on any
forward-looking statement made by or on behalf of us. We assume no obligation to
update any forward-looking statement after the date on which such statement is
made, even if new information subsequently becomes available.
THE
WASHINGTON POST COMPANY
The
Washington Post Company is a diversified education and media company.
Our Kaplan subsidiary provides a wide variety of educational services, both
domestically and outside the United States. Our media operations
consist of newspaper publishing (principally The Washington
Post ), television broadcasting (through the ownership and operation of
six television broadcast stations), magazine publishing (principally Newsweek ) and the ownership
and operation of cable television systems.
We were
incorporated in 1947 under the laws of the State of Delaware. Our
executive offices are located at 1150 15th Street, N.W., Washington, D.C.
20071, and our telephone number is (202) 334-6000. We maintain a
website that contains information about us at www.washpostco.com. The
information included on our website is not, and should not be considered as, a
part of this prospectus.
USE
OF PROCEEDS
We intend to
use the net proceeds from the sale of the debt securities offered by this
prospectus for general corporate purposes. These may include payment
of other debt, capital expenditures, possible acquisitions, repurchase of our
stock, and other purposes as may be stated in the prospectus
supplement.
3
RATIO
OF EARNINGS TO FIXED CHARGES
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 income taxes and cumulative
effect of change in accounting principle, and equity in earnings (losses) of
affiliates, plus (ii) “fixed
charges”
(excluding capitalized interest). “Fixed
charges”
principally consists of interest expense and the portion of rental expense that
is representative of the interest factor.
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Thirty-Nine Weeks
Ended
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Fiscal
Year Ended
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September 28,
2008
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December 30,
2007
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December 31,
2006
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January 1,
2006
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January 2,
2005
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December 28,
2003
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Ratio
of earnings to fixed charges
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2.6
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7.8
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9.1
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8.8
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10.0
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8.4
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4
DESCRIPTION
OF THE DEBT SECURITIES
The debt
securities will be issued under an indenture (the “base
indenture”),
dated as of February 17, 1999, between the Company and The Bank of New York
Mellon Trust Company, N.A. (successor trustee to The First National Bank of
Chicago), as trustee, as amended by a First Supplemental Indenture dated as of
September 22, 2003 (the “supplement,” together with the base indenture, the
“Indenture”). The base indenture was filed as an exhibit to the
Company’s Annual Report on Form 10-K for the fiscal year ended
January 3, 1999 and is herein incorporated by reference. The
supplement was filed as an exhibit to the Company’s Current Report filed on Form
8-K on September 22, 2003 and is herein incorporated by
reference. The debt securities may be issued from time to time in one
or more series. The particular terms of each series will be described
in a prospectus supplement. The following statements are subject to
the detailed provisions of the Indenture. Capitalized terms that are
not defined in the following discussion have the meanings assigned to them in
the Indenture. For purposes of this section of this prospectus,
references to “the Company” are to “The Washington Post Company.”
General
The debt
securities may be issued from time to time under the Indenture in an unlimited
aggregate principal amount and an unlimited number of series.
The debt
securities are unsecured and will have the same rank as all other unsecured and
non-subordinated debt of the Company.
The
prospectus supplement relating to the series of debt securities which it offers
describes to the extent applicable:
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(1)
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the
title of the debt securities of such series;
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(2)
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any
limit upon the aggregate principal amount of such debt
securities;
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(3)
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the
person to whom the interest on a debt security of any series will be
payable if not the person in whose name that debt security is registered
on the regular record date;
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(4)
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the
date or dates on which such debt securities will mature or the method of
determination of such date or dates;
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(5)
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the
rate or rates, or the method of determination thereof, at which such debt
securities will bear interest, if any, the date or dates from which such
interest will accrue, the date or dates such interest will be payable and,
for registered debt securities, the Regular Record
Dates;
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(6)
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the
place or places where the principal of, and premium and interest, if any,
on, such debt securities will be payable;
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(7)
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the
period or periods within which, the price or prices at which the terms and
conditions upon which any such debt security may be redeemed, in whole or
in part, at the option of the Company;
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(8)
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any
terms for redemption or repurchase pursuant to any sinking fund or
analogous provision or the option of a Holder;
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5
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(9)
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any
terms for conversion of the debt securities into other securities of the
Company or any other corporation at the option of a
Holder;
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(10)
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any
terms for the attachment to such debt securities of warrants, options or
other rights to purchase or sell stock or other securities of the
Company;
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(11)
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if
other than the principal amount thereof, the portion of the principal
amount of such debt securities that will be payable upon acceleration of
maturity (debt securities subject to such provisions being referred to as
“Original
Issue Discount Securities”);
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(12)
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any
deletions or modifications of, or additions to, the Events of Default or
covenants of the Company under the Indenture with respect to such debt
securities (including whether the covenants described below under “Certain
Covenants of the Company” will not
apply to such debt securities);
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(13)
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if
other than U.S. dollars, the currency, currencies or currency unit or
units in which such debt securities will be denominated and in which the
principal of, and premium and interest, if any, on, such securities will
be payable and related restrictions;
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(14)
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whether,
and the terms and conditions on which, the Company or a Holder may elect
that, or the other circumstances under which, payment of principal of, or
premium or interest, if any, on, such debt securities is to be made in a
currency or currencies or currency unit or units other than that in which
such debt securities are denominated;
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(15)
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any
matter of determining the amount of principal of, or premium or interest,
if any, on, any such debt securities to be determined with reference to an
index based on a currency or currency unit or units other than that in
which such debt securities are stated to be payable or an index based on
any other method;
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(16)
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whether
such debt securities will be issued in fully registered form without
coupons or in bearer form with or without coupons, or any combination
thereof, whether such debt securities will be issued in the form of one or
more global securities and whether such debt securities are to be issuable
in temporary global form or definitive global form;
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(17)
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if
such debt securities are to be issued upon the exercise of warrants, the
time, manner and place for such debt securities to be authenticated and
delivered;
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(18)
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whether
and under what circumstances the Company will pay additional amounts to
any holder of such debt securities who is not a United States person in
respect of any tax, assessment or governmental charge withheld or deducted
and, if so, whether and on what terms the Company will have the option to
redeem such debt securities rather than pay any additional amounts;
and
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(19)
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any
other terms of any of such debt securities not inconsistent with the
Indenture.
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Limitation
on Merger, Consolidation and Certain Sale of Assets
The
Indenture provides that the Company will not consolidate with or merge into any
other corporation, or convey or transfer all or substantially all its properties
and assets as an entirety to, any person unless:
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(a)
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the
successor is a U.S. corporation, partnership, limited liability company,
trust or other entity,
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(b)
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the
successor assumes on the same terms and conditions all the obligations
under the debt securities and the Indenture,
and
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6
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(c)
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immediately
after giving effect to the transaction, there is no default under the
Indenture.
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Upon such
merger, consolidation, conveyance or transfer, the successor will succeed to,
and will be substituted in lieu of, the Company.
Certain
Covenants of the Company
Event Risk. Except for the
limitations on Secured Indebtedness and Sale and Leaseback Transactions
described below, the Indenture and debt securities do not contain any covenants
or other provisions designed to afford holders of the debt securities
protections in the event of a highly leveraged transaction involving the
Company.
Limitation on Secured
Indebtedness. The Indenture provides that the Company will
not, and will not permit any Restricted Subsidiary to, create,
assume, incur or guarantee any Secured Indebtedness without securing
the debt securities equally and ratably with, or prior to, such Secured
Indebtedness unless immediately thereafter the aggregate amount of
all outstanding Secured Indebtedness (exclusive of Secured Indebtedness if the
debt securities are secured equally and ratably with, or prior to, such Secured
Indebtedness and not including any Secured Indebtedness which is concurrently
being retired) and the discounted present value determined as set forth in the
Indenture of all net rentals payable under existing leases entered into in
connection with Sale and Leaseback Transactions (as defined below)
(“Attributable Debt”) entered into after a specified date (except any such
leases entered into by a Restricted Subsidiary before the time it became a
Restricted Subsidiary not including any Attributable Debt which is concurrently
being retired) would not exceed 15% of Consolidated Net Worth.
Limitation on Sale and Leaseback
Transactions. The Indenture provides that the Company will
not, and will not permit any Restricted Subsidiary to, enter any lease longer
than three years (excluding leases of newly acquired, improved or constructed
property) covering any Principal Property of the Company or any Restricted
Subsidiary that is sold to any other person in connection with such lease (a
“Sale and
Leaseback Transaction”), unless
either:
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(a)
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immediately
thereafter, the sum of:
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(i)
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the
discounted present value determined as set forth in the Indenture of all
net rentals payable under all such existing leases entered into after a
specified date (except any such leases entered into by a Restricted
Subsidiary before the time it became a Restricted Subsidiary),
and
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(ii)
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the
aggregate amount of all outstanding Secured Indebtedness (exclusive of
Secured Indebtedness if the debt securities are secured equally and
ratably with, or prior to, such Secured Indebtedness) does not exceed 15%
of Consolidated Net Worth; or
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(b)
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an
amount equal to the greater of:
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(i)
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the
net proceeds to the Company or a Restricted Subsidiary from such Sale and
Leaseback Transaction, and
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(ii)
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the
discounted present value determined as set forth in the Indenture of all
net rentals payable thereunder
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is
applied within 180 days to the retirement of long-term debt of the Company
or a Restricted Subsidiary (other than such debt which is subordinated to the
debt securities or which is owing to the Company or a Restricted
Subsidiary).
Certain Definitions Used in The
Covenants. The Indenture defines some of the terms used in the
Covenants as follows:
7
“Secured
Indebtedness”
will mean indebtedness of the Company or any Restricted Subsidiary for borrowed
money which is secured by any lien upon (or in respect of any conditional sale
or other title retention agreement covering) any Principal Property or any stock
or indebtedness of a Restricted Subsidiary, but excluding from such definition
all indebtedness: (i) outstanding on a specified date, secured
by liens (or arising from conditional sale or other title retention agreements)
existing on that date; (ii) incurred after a specified date to finance the
acquisition, improvement or construction of property and either secured by
purchase money mortgages or liens placed on such property within 180 days
of acquisition, improvement or construction or arising from conditional sale or
other title retention agreements; (iii) secured by liens on Principal
Property or on the stock or indebtedness of Restricted Subsidiary, and, in
either case, existing at the time of acquisition thereof; (iv) owing to the
Company or any Restricted Subsidiary; (v) secured by liens (or conditional
sale or other title retention devices) existing at the time a corporation became
or becomes a Restricted Subsidiary in the case of a corporation which shall have
become or becomes a Restricted Subsidiary after a specified date; (vi)
guarantees by the Company of Secured Indebtedness and Attributable Debt of any
Restricted Subsidiaries and guarantees by a Restricted Subsidiary of Secured
Indebtedness and Attributable Debt of the Company and any other Restricted
Subsidiaries; (vii) arising from any Sale and Leaseback Transaction;
(viii) incurred to finance the acquisition or construction of property
secured by liens in favor of any country or any political subdivision thereof;
and (ix) constituting any replacement, extension or renewal of any such
indebtedness (to the extent such indebtedness is not increased).
“Principal
Property”
will mean all land, land improvements, buildings, machinery and equipment
constituting a manufacturing facility, a printing facility, a warehouse
facility, a distribution facility, a television broadcast facility, a cable
television facility or an office facility (including any portion thereof) which
facility is owned by or leased to the Company or a Restricted Subsidiary, is
located within the United States and has an acquisition cost plus capitalized
improvements in excess of 1% of Consolidated Net Worth as of the date of such
determination, other than any such facility financed through the issuance of
tax-exempt governmental obligations, or which the Board of Directors determines
is not of material importance to the Company and its Restricted Subsidiaries
taken as a whole, or in which the interest of the Company and all its
Subsidiaries does not exceed 50%.
“Consolidated
Net Worth”
will mean, at the date of any determination, the consolidated stockholders’
or owners’
equity of the Company and its subsidiaries, determined on a consolidated basis
in accordance with generally accepted accounting principles consistently
applied.
“Restricted
Subsidiary”
will mean any Subsidiary of the Company which has substantially all its property
in the United States, which transacts substantially all its business in the
United States, and which owns or is a lessee of any Principal
Property. Subsidiaries organized or acquired after a specified date
for the purpose of acquiring the stock, business or assets of any person other
than the Company or any Restricted Subsidiary and which (after giving effect to
such acquisition) have consolidated total assets of not more that 10% of the
consolidated total assets of the Company and its subsidiaries are excluded from
the definition of Restricted Subsidiary.
“Subsidiary” will mean any
corporation a majority of the voting shares of which are at the time owned or
controlled, directly or indirectly, by the Company or by one or more
Subsidiaries, or by the Company and one or more Subsidiaries.
The
Indenture provides that the Company may omit to comply with the restrictive
covenants described above under “Limitation on
Secured Indebtedness” and “Limitation on Sale
and Leaseback Transactions” if the holders of
not less than a majority in principal amount of all series of outstanding debt
securities affected thereby (acting as one class) waive compliance with such
restrictive covenants.
8
Form,
Exchange, Registration and Transfer
The debt
securities will be issued in registered form, without interest coupons. There
will be no service charge for any registration of transfer or exchange of the
debt securities. However, payment of any transfer tax or similar governmental
charge payable for that registration may be required.
Debt
securities of any series will be exchangeable for other debt securities of the
same series, the same total principal amount and the same terms but in different
authorized denominations in accordance with the applicable indenture. Holders
may present debt securities for registration of transfer at the office of the
security registrar or any transfer agent we designate. The security registrar or
transfer agent will effect the transfer or exchange if its requirements and the
requirements of the applicable indenture are met.
The
trustee will be appointed as security registrar for the debt securities. If a
prospectus supplement refers to any transfer agents we initially designate, we
may at any time rescind that designation or approve a change in the location
through which any transfer agent acts. We are required to maintain an office or
agency for transfers and exchanges in each place of payment. We may at any time
designate additional transfer agents for any series of debt
securities.
In the
case of any redemption, we will not be required to register the transfer or
exchange of:
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any
Debt Security during a period beginning 15 business days prior to the
mailing of the relevant notice of redemption or repurchase and ending on
the close of business on the day of mailing of such
notice; or
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any
Debt Security that has been called for redemption in whole or in part,
except the unredeemed portion of any Debt Security being redeemed in
part.
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Payment
and Paying Agents
Unless we
inform you otherwise in a prospectus supplement, payments on the debt securities
will be made in U.S. dollars at the office of the trustee and any paying
agent. At our option, however, payments may be made by wire transfer for global
debt securities or by check mailed to the address of the person entitled to the
payment as it appears in the security register. Unless we inform you otherwise
in a prospectus supplement, interest payments may be made to the person in whose
name the debt security is registered at the close of business on the record date
for the interest payment.
Unless we
inform you otherwise in a prospectus supplement, the trustee under the
applicable indenture will be designated as the paying agent for payments on debt
securities issued under that indenture. We may at any time designate additional
paying agents or rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts.
If the
principal of, or any premium or interest on, debt securities of a series is
payable on a day that is not a business day, the payment will be made on the
following business day. For these purposes, unless we inform you otherwise in a
prospectus supplement, a “business day” means each day on which commercial banks
and foreign exchange markets settle payments in the place or places where the
principal of (and premium, if any) and interest, if any, on the Securities of
that series are payable, or place of publication. Unless otherwise
specified, “business day” shall exclude any day on which commercial banks and
foreign exchange markets do not settle payments in London.
Subject
to the requirements of any applicable abandoned property laws, the trustee and
paying agent will pay to us upon written request any money held by them for
payments on the debt securities that remains unclaimed for two years after the
date upon which that payment has become due. After payment to us, holders
entitled to the money must look to us for payment. In that case, all liability
of the trustee or paying agent with respect to that money will
cease.
9
Book-Entry
Debt Securities
The debt
securities of a series may be issued in the form of one or more global debt
securities that would be deposited with a depositary or its nominee identified
in the prospectus supplement. Global debt securities may be issued in either
temporary or permanent form. We will describe in the prospectus supplement the
terms of any depositary arrangement and the rights and limitations of owners of
beneficial interests in any global debt security.
Satisfaction
and Discharge; Defeasance
At the
request of the Company, the Indenture will cease to be in effect as to the debt
securities of any series (except for certain obligations to register the
transfer or exchange of such debt securities and related coupons, if any, and
hold moneys for payment of such debt securities and coupons in trust) when
either (a) all such debt securities and coupons have been delivered to the
trustee for cancellation or (b) all such debt securities and coupons have
become due and payable or will become due and payable at their stated maturity
within one year, or are to be called for redemption within one year, and the
Company has deposited with the trustee, in trust money, in the currency,
currencies or currency unit or units in which such debt securities are payable,
in an amount sufficient to pay all the principal of, and premium and interest,
if any, on, such debt securities on the dates such payments are due in
accordance with the terms of such debt securities.
The
Company may defease any series of debt securities and, at its option, either
(a) be Discharged after 90 days from any and all obligations in
respect of such series of debt securities (except for certain obligations to
register the transfer of or exchange debt securities and related coupons,
replace stolen, lost or mutilated debt securities and coupons, maintain paying
agencies and hold moneys for payment in trust) or (b) eliminate the
requirement to comply with certain restrictive covenants of the Indenture in
respect of such series (including those described under “Certain Covenants
of the Company”). In
order to exercise either defeasance option, the Company must deposit with the
trustee in trust, money, or, in the case of debt securities and coupons
denominated in U.S. dollars, U.S. Government Obligations or, in the case of debt
securities and coupons denominated in a foreign currency, Foreign Government
Securities, which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money, in an amount sufficient to
pay in the currency, currencies or currency unit or units in which such debt
securities are payable all the principal (including any mandatory sinking fund
payments) of, and interest on, such series on the dates such payments are due in
accordance with the terms of such series. Among the conditions to the
Company=s exercising
any such option, the Company is required to deliver to the trustee an opinion of
counsel to the effect that the deposit and related defeasance would not cause
the holders of such series to recognize income, gain or loss for United States
Federal income tax purposes and that the holders of such series will be subject
to United States Federal income tax in the same amounts, in the same manner and
at the same times as would have been the case if such option had not been
exercised.
Events
of Default, Notice and Waiver
The
Indenture provides that, if an Event of Default specified therein with respect
to any series of debt securities shall have happened and be continuing, either
the trustee or the holders of 25% in principal amount of the outstanding debt
securities of such series (in the case of certain events of bankruptcy,
insolvency and reorganization, voting as one class with all other outstanding
debt securities) may declare the principal of all the debt securities of such
series, together with accrued interest thereon, if any, to be immediately due
and payable by notice in writing to the Company (and to the trustee if given by
the holders).
10
Events of
Default in respect of any series are defined in the Indenture as
being:
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default
for 30 days in payment of any interest installment when
due;
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default
in payment of principal of, or premium, if any, on, debt securities of
such series when due at their stated maturity, by declaration, when called
for redemption or otherwise;
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default
for 30 days in the making of any payment for a sinking, purchase or
analogous fund provided for in respect of debt securities of such
series;
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default
for 90 days after notice to the Company by the trustee or by holders
of at least 25% in aggregate principal amount of the outstanding debt
securities of such series in the performance of any covenant or agreement
in the debt securities of such series or in the Indenture with respect to
debt securities of such series;
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certain
events of bankruptcy, insolvency and reorganization;
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and
any other Event of Default provided with respect to the debt securities of
such series.
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No Event
of Default with respect to a single series of indebtedness issued under the
Indenture (and any supplemental indentures) necessarily constitutes an Event of
Default with respect to any other series of indebtedness issued
thereunder.
The
Indenture provides that the trustee will, within 90 days after the
occurrence of a default with respect to the debt securities of any series, give
to the holders of the debt securities of such series notice of all uncured and
unwaived defaults known to it; provided that, except in the case of default in
the payment of principal of, or premium or interest, if any, on, or a sinking
fund installment, if any, with respect to any of the debt securities of such
series, the trustee will be protected in withholding such notice if it in good
faith determines that the withholding of such notice is in the interest of the
holders of the debt securities of such series. The term “default” for the purpose
of this provision only means the happening of any of the Events of Default
specified above, except that any grace period or notice requirement is
eliminated.
The
Indenture contains provisions entitling the trustee, subject to the duty of the
trustee during an Event of Default to act with the required standard of care, to
be indemnified by the holders of the debt securities before proceeding to
exercise any right or power under the Indenture at the request of holders of the
debt securities.
The
Indenture provides that the holders of a majority in principal amount of the
outstanding debt securities of any series may in certain circumstances direct
the time, method and place of conducting proceedings for remedies available to
the trustee or exercising any trust or power conferred on the trustee in respect
of such series.
The
Indenture includes a covenant that the Company will file annually with the
trustee an officers’ certificate
stating whether any default exists and specifying any default that
exists.
In
certain cases, the holders of a majority in principal amount of the outstanding
debt securities of any series may on behalf of the holders of all debt
securities of such series waive any past default or Event of Default with
respect to the debt securities of such series or compliance with certain
provisions of the Indenture, except, among other things, a default not
theretofore cured in payment of the principal of, or premium or interest, if
any, on, any of the debt securities of such series. The holders of a
majority in principal amount of a series of outstanding debt securities also
have certain rights to rescind any declaration of acceleration with respect to
such series after all Events of Default with respect to such series not arising
from such declaration shall have been cured.
11
Modification
of the Indenture
The
Indenture allows the Company and the trustee, without the consent of any holders
of debt securities, to enter into supplemental indentures for the purposes,
among other things, of:
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to
evidence the succession of another corporation to the Company and the
assumption by such corporation of the covenants of the Company in the
Indenture and series of debt securities,
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adding
to the Company’s
covenants,
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adding
additional Events of Default,
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establishing
the form or terms of any series of debt securities issued under such
supplemental indentures or curing ambiguities or inconsistencies in the
Indenture,
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making
other provisions that do not adversely affect the interests of the holders
of any series of debt securities in any material
respect.
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The
Indenture allows the Company and the trustee, with the consent of the holders of
not less than a majority in principal amount of the outstanding debt securities
of all affected series (acting as one class), to execute supplemental indentures
adding any provisions to or changing or eliminating any of the provisions of the
Indenture or modifying the rights of the holders of the debt securities of such
series. But no supplemental indenture may, without the consent of the
holders of all the outstanding debt securities affected thereby, among other
things:
(1)
change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any debt security;
(2)
reduce the principal amount of, the rate of interest on, or any premium payable
upon the redemption of, any debt security;
(3)
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon acceleration of the Maturity thereof;
(4)
change any place of payment where, or the currency, currencies or currency unit
or units in which, any debt security or any premium or interest thereon is
payable;
(5)
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date);
(6)
affect adversely the terms, if any, of conversion of any debt security into
stock or other securities of the Company or of any other
corporation;
(7)
reduce the percentage in principal amount of the outstanding debt securities of
any series, the consent of whose holders is required for any such supplemental
indenture, or the consent of whose holders is required for any waiver (of
compliance with certain provisions of the Indenture or certain defaults
thereunder and their consequences) provided for in the Indenture;
(8)
change any obligation of the Company, with respect to outstanding debt
securities of a series, to maintain an office or agency in the places and for
the purposes specified in the Indenture for such series;
(9)
modify any of the foregoing provisions or the provisions for the waiver of
certain covenants and defaults, except to increase any applicable percentage of
the aggregate principal amount of outstanding debt securities the consent of the
holders of which is required or to provide with respect to any particular series
the right to condition the effectiveness of any supplemental indenture as to
that series on the consent of the holders of a specified percentage of the
aggregate principal amount of outstanding debt securities of such series or to
provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each outstanding debt security
affected thereby.
12
Meetings
The
Indenture contains provisions for convening meetings of the holders of debt
securities of any series. A meeting may be called at any time by the
trustee under the Indenture, and also, upon request, by the Company or the
holders of at least 10% in principal amount of the outstanding debt securities
of such series, in any such case upon notice given in accordance with “Notices”
below. Persons entitled to vote a majority in principal amount of the
outstanding debt securities of a series will constitute a quorum at a meeting of
holders of debt securities of such series, except that in the absence of a
quorum, if the meeting was called by the Company or the trustee, it may be
adjourned for a period of not less than 10 days, and in the absence of a
quorum at any such adjourned meeting, the meeting may be further adjourned for a
period of not less than 10 days.
Except
for any consent which must be given by the holder of each outstanding debt
security affected thereby, as described above under “Modification
of the Indenture”,
and subject to the provisions described in the last sentence under this
subheading, any resolution presented at a meeting or adjourned meeting duly
reconvened at which a quorum is present may be adopted by the affirmative vote
of the holders of a majority in principal amount of the outstanding debt
securities of that series. Any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which may be made, given or taken by the holders of a specified
percentage, which is equal to or less than a majority, in principal amount of
outstanding debt securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the holders of such specified percentage in principal amount
of the outstanding debt securities of that series. Any resolution
passed or decision taken at any meeting of holders of debt securities of any
series duly held in accordance with the Indenture will be binding on all holders
of debt securities of that series and the related coupons. With
respect to any consent, waiver or other action which the Indenture expressly
provides may be given by the holders of a specified percentage of outstanding
debt securities of all series affected thereby (acting as one class), only the
principal amount of outstanding debt securities of any series represented at a
meeting or an adjourned meeting duly reconvened at which a quorum is present as
aforesaid and voting in favor of such action will be counted for purposes of
calculating the aggregate principal amount of outstanding debt securities of all
series affected thereby favoring such action.
Governing
Law
The
Indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
Concerning
the Trustee
The
Company may from time to time maintain lines of credit, and have other customary
banking relationships, with The Bank of New York Mellon Trust Company, N.A.
(successor trustee to The First National Bank of Chicago), the trustee under the
Indenture, or with its affiliates.
13
PLAN
OF DISTRIBUTION
We may
sell the debt securities in any of three ways: (i) through
underwriters, (ii) through agents or (iii) directly to a limited
number of institutional purchasers or to a single purchaser. The
applicable prospectus supplement, will set forth the terms of the offering of
the debt securities of such series, including the name or names of any
underwriters, the purchase price and the proceeds we receive from such sale, any
underwriting discounts and other items constituting underwriters=
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
the debt securities of such series may be listed.
If we use
underwriters in the sale, the debt securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The debt
securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a
syndicate. Unless otherwise set forth in the prospectus supplement,
the obligations of the underwriters to purchase debt securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all the debt securities of a series if any are
purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
We may
sell debt securities directly or through agents designated by us from time to
time. Any agent involved in the offer or sale of the debt securities
in respect of which this prospectus is delivered will be named, and any
commissions payable by us to such agent will be set forth, in the prospectus
supplement. Unless otherwise indicated in the prospectus supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
We may
authorize agents or underwriters to solicit offers by certain types of
institutions to purchase debt securities from us at the public offering price
set forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set
forth in the prospectus supplement, and the prospectus supplement will set forth
the commissions payable for solicitation of such contracts.
Agents
and underwriters may be entitled under agreements entered into with us to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
Each
series of debt securities will be a new issue of securities with no established
trading market. Any underwriters to whom we sell debt securities for
public offering and sale may make a market in such debt securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to
the liquidity of the trading market for any debt securities.
LEGAL
MATTERS
Cravath,
Swaine & Moore LLP will issue an opinion concerning the validity of the
offered debt securities for The Washington Post Company. Any
underwriter, dealer or agent will be advised about other legal issues relating
to any offering by its own legal counsel.
14
EXPERTS
The
consolidated financial statements, financial statement schedule and
management’s
assessment of the effectiveness of internal control over financial reporting
(which is included in Management’s Report on
Internal Control over Financial Reporting) incorporated in this prospectus
by reference to the Company’s Annual Report on
Form 10-K for the year ended December 30, 2007 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
15
16
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses
of Issuance and Distribution
The
following statement sets forth the estimated amounts of expenses (subject to
future contingencies), other than underwriting discounts, to be borne by the
Company in connection with the offering described in this registration
statement:
|
Securities
and Exchange Commission Registration Fee
|
$ | * | ||
|
Trustee’s
Fees
|
3,000 | |||
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Printing
and Engraving Expenses
|
30,000 | |||
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Rating
Agency Fees
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260,000 | |||
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Accounting
Fees and Expenses
|
30,000 | |||
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Miscellaneous
Expenses
|
12,000 | |||
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Total
Expenses
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$ | 335,000 |
* To be paid
on a pay-as-you-go basis pursuant to Rules 456(b) and 457(r).
Item
15. Indemnification
of Directors and Officers
Section 145 of the
Delaware General Corporation Law (“DGCL”) permits us to
indemnify any of our directors or officers against expenses (including
attorneys’
fees), judgments, fines and amounts paid in settlement, incurred in defense of
any action (other than an action by or in our rights) arising by reason of the
fact that he is or was an officer or director of the Company if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 145 also
permits the Company to indemnify any such officer or director against expenses
incurred in an action by or in the right of the Company if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, except in respect of any matter as to which such
person is adjudged to be liable to the Company, in which case court approval
must be sought for indemnification. This statute requires
indemnification of such officers and directors against expenses to the extent
they may be successful in defending any such action. This statute
provides that it is not exclusive of other indemnification that may be granted
by the Company’s by-laws, a vote
of stockholders or disinterested directors, agreement or
otherwise. The statute permits purchase of liability insurance by the
Company on behalf of officers and directors, and the Company has purchased such
insurance.
Paragraph B of Article
Nine of the Registrant=s
Certificate of Incorporation requires indemnification to the fullest extent
permitted under Delaware law of any person who is or was a director or officer
of the Registrant who is or was involved or threatened to be made so involved in
any action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was serving as a
director, officer or employee of the Registrant or any predecessor of the
Registrant or was serving at the request of the Registrant as a director,
officer or employee of any other enterprise.
Section 102(b)(7) of
the DGCL permits a provision in the certificate of incorporation of each
corporation organized thereunder, such as the Registrant, eliminating or
limiting, with certain exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Paragraph A of Article
Nine of the Registrant=s
Certificate of Incorporation eliminates the liability of directors to the extent
permitted by Section 102(b)(7) of
the DGCL.
17
The
foregoing statements are subject to the detailed provisions of Section 145 and
102(b)(7) of the DGCL and Article Nine of such Certificate of Incorporation, as
applicable.
Item
16. Exhibits
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Exhibit
No.
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Description
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1.1
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Proposed
Form of Underwriting Agreement.**
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4.1
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Indenture
dated as of February 17, 1999, between the Company and The First
National Bank of Chicago (presently known as The Bank of New York Mellon
Trust Company, N.A.), as Trustee (incorporated by reference to
Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the
fiscal year ended January 3, 1999).
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4.2
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First
Supplemental Indenture dated as of September 22, 2003, among WP
Company LLC, the Company and Bank One, NA, as successor to The First
National Bank of Chicago, as Trustee, to the Indenture dated as of
February 17, 1999, between The Washington Post Company and The First
National Bank of Chicago, as Trustee (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated
September 22, 2003).
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4.3
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Form
of Fixed Rate Security with and without Redemption Provision (included in
Exhibit 4.1).
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5.1
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Opinion
of Cravath, Swaine & Moore LLP.*
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12.1
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Computation
of Ratio of Earnings to Fixed Charges.*
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23.1
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Consent
of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting
Firm.*
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23.2
|
Consent
of Cravath, Swaine & Moore LLP (included in Exhibit
5.1).
|
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24.1
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Powers
of Attorney (included on the signature page of this registration
statement).
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25.1
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Statement
of Eligibility and Qualification on Form T-1 of The Bank of New York
Mellon Trust Company (successor trustee to The First National Bank
Chicago) to act as Trustee under the
Indenture.*
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_________
*
Filed electronically herewith.
** To be
filed by amendment or as an exhibit to a Current Report on Form 8-K and
incorporated by reference in the registration statement.
Item
17. Undertakings
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
“Calculation
of Registration Fee” table in the
effective registration statement; and
18
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that
paragraphs (i) and (ii) and (iii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
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(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration
statement; and
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(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act
of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the
initial bona fide
offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective
date.
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(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
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(i)
Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to
Rule 424;
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(ii)
Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
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(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned
registrant; and
|
|
|
(iv)
any other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
(6) That,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant=s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 15 above (other than through
the liability insurance referred to therein), or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding and other
than through such liability insurance) is asserted by such officer, director or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether or not such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
20
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, on November
13, 2008.
| THE WASHINGTON POST COMPANY, | |||
|
|
by
|
/s/ Veronica Dillon | |
| Name: Veronica Dillon | |||
| Title: Senior Vice President, General | |||
|
Counsel
and Secretary
|
|||
POWER
OF ATTORNEY
KNOWN ALL
MEN BY THESE PRESENTS that each person whose signature appears below constitutes
and appoints Veronica Dillon, John B. Morse, Jr. and Hal S. Jones and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Form S-3
registration statement and to sign any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) of the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person hereby ratifying and confirming that
all said attorneys-in-fact and agents, or his substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
|
|
|
/s/
Donald E. Graham
|
Chairman
of the Board and Chief
|
November
13, 2008
|
|
|
Donald E.
Graham
|
Executive
Officer (Principal Executive Officer) and Director
|
||
|
/s/
John B. Morse, Jr.
|
Senior
Vice President-Finance and
|
November
13, 2008
|
|
|
John
B. Morse, Jr.
|
Chief
Financial Officer (Principal Financial Officer)
|
||
|
/s/
Wallace R. Cooney
|
Vice
President- Finance and Chief
|
November
13, 2008
|
|
|
Wallace
R. Cooney
|
Accounting
Officer (Principal Accounting Officer)
|
||
|
/s/
Lee C. Bollinger
|
Director
|
November
13, 2008
|
|
|
Lee
C. Bollinger
|
|||
|
/s/
Warren E. Buffett
|
Director
|
November
13, 2008
|
|
|
Warren E.
Buffett
|
21
|
Signature
|
Title
|
Date
|
|
|
/s/
Christopher C. Davis
|
Director
|
November
13, 2008
|
|
|
Christopher C.
Davis
|
|||
|
/s/
Barry Diller
|
Director
|
November
13, 2008
|
|
|
Barry
Diller
|
|||
|
/s/
John L. Dotson Jr.
|
Director
|
November
13, 2008
|
|
|
John L.
Dotson Jr.
|
|||
|
/s/
Melinda French Gates
|
Director
|
November
13, 2008
|
|
|
Melinda
French Gates
|
|||
|
/s/ Thomas
S. Gayner
|
Director
|
November
13, 2008
|
|
|
Thomas S.
Gayner
|
|||
|
/s/
Anne M. Mulcahy
|
Director
|
November
13, 2008
|
|
|
Anne M.
Mulcahy
|
|||
|
/s/
Ronald L. Olson
|
Director
|
November
13, 2008
|
|
|
Ronald L.
Olson
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
1.1
|
Proposed Form of
Underwriting Agreement.**
|
|
4.1
|
Indenture
dated as of February 17, 1999, between the Company and The First
National Bank of Chicago (presently known as The Bank of New York Mellon
Trust Company, N.A.), as Trustee (incorporated by reference to
Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the
fiscal year ended January 3, 1999).
|
|
4.2
|
First
Supplemental Indenture dated as of September 22, 2003, among WP
Company LLC, the Company and Bank One, NA, as successor to The First
National Bank of Chicago, as Trustee, to the Indenture dated as of
February 17, 1999, between The Washington Post Company and The First
National Bank of Chicago, as Trustee (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated
September 22, 2003).
|
|
4.3
|
Form
of Fixed Rate Security with and without Redemption Provision (included in
Exhibit 4.1).
|
|
5.1
|
Opinion
of Cravath, Swaine & Moore LLP.*
|
|
12.1
|
Computation
of Ratio of Earnings to Fixed Charges.*
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting
Firm.*
|
|
23.2
|
Consent
of Cravath, Swaine & Moore LLP (included in Exhibit
5.1).
|
|
24.1
|
Powers
of Attorney (included on the signature page of this registration
statement).
|
|
25.1
|
Statement
of Eligibility and Qualification on Form T-1 of The Bank of New York
Mellon Trust Company (successor trustee to The First National Bank
Chicago) to act as Trustee under the
Indenture.*
|
__________________
* Filed
electronically herewith.
** To be
filed by amendment or as an exhibit to a Current Report on Form 8-K and
incorporated by reference in the registration statement.
22
Exhibit
5.1
November
13, 2008
The
Washington Post Company
Registration
Statement on Form S-3
Ladies
and Gentlemen:
We have acted as counsel to The
Washington Post Company, a Delaware company (the “Company”), in
connection with the preparation and filing with the Securities and Exchange
Commission (the “Commission”) of a
Registration Statement on Form S-3 (Registration No. 333-) (the “Registration
Statement”) under the Securities Act of 1933 (the “Securities Act”)
relating to the registration under the Securities Act and the proposed issuance
and sale from time to time pursuant to Rule 415 under the Securities Act of
senior unsecured debt of the Company (the “Debt Securities”) to
be issued under an indenture dated as of February 17, 1999, between the Company
and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The
First National Bank of Chicago) (the “Trustee”), as amended
by the First Supplemental Indenture, dated as of September 22, 2003 among the WP
Company LLC, the Company and the Trustee (such indenture, as so amended and
supplemented by the First Supplemental Indenture and any subsequent supplemental
indenture necessary to issue any Debt Securities, is referred to herein as the
“Indenture”).
In connection with this opinion, we
have examined originals, or copies certified or otherwise identified to our
satisfaction, of such corporate records, certificates of corporate officers and
government officials and such other documents as we have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the amended
and restated Certificate of Incorporation of the Company; (b) the amended
and restated By-laws of the Company; (c) resolutions adopted by the board
of directors of the Company on November 13, 2008; (d) the Registration
Statement; and (e) the Indenture to be filed as an exhibit to the
Registration Statement. As to various questions of fact material to
this opinion, we have relied upon representations of officers or directors of
the Company and documents furnished to us by the Company without independent
verification of their accuracy. We have also assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all documents
submitted to us as copies.
Based upon and subject to the
foregoing, and assuming that (i) the Registration Statement and any
supplements and amendments thereto (including post-effective amendments) will
have become effective and will comply with all applicable laws; (ii) the
Registration Statement will be effective and will comply with all applicable
laws at the time the Debt Securities are offered or issued as contemplated by
the Registration Statement; (iii) a prospectus supplement will have been
prepared and filed with the Commission describing the Debt Securities offered
thereby and will comply with all applicable laws; (iv) all Debt Securities
will be issued and sold in compliance with all applicable federal and state
securities laws and in the manner stated in the Registration Statement and the
appropriate prospectus supplement; (v) none of the terms of any Debt
Security to be established subsequent to the date hereof, nor the issuance and
delivery of such Debt Security, nor the compliance by the Company with the terms
of such Debt Security will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon the
Company, or any restriction imposed by any court or governmental body having
jurisdiction over the Company; and (vi) a definitive purchase, underwriting
or similar agreement and any other necessary agreement with respect to any Debt
Securities, including any supplemental indenture related thereto, offered or
issued will have been duly authorized and validly executed and delivered by the
Company and the other parties thereto, we are of opinion that:
1. The Debt Securities to be
issued under the Indenture, when (A) the Trustee is qualified to act as
Trustee under the Indenture, (B) the Trustee has duly executed and
delivered the Indenture, (C) the Indenture has been duly authorized and
validly executed and delivered by the Company to the Trustee (D) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, (E) the board of directors of the Company, a duly constituted and
acting committee thereof or any officers of the Company delegated such authority
(such board of directors, committee or officers being hereinafter referred to as
the “Board”) has taken all necessary corporate action to approve the issuance
and terms of a particular series of Debt Securities, the terms of the offering
thereof and related matters, and (F) such Debt Securities have been duly
executed, authenticated, issued, and delivered in accordance with the provisions
of the Indenture and the applicable definitive purchase, underwriting, or
similar agreement, including any supplemental indenture related thereto,
approved by the Board upon payment of the consideration therefor provided for
therein, such Debt Securities will be validly issued and will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, or other similar laws
affecting creditors’ rights generally from time to time in effect and subject to
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
such enforceability is considered in a proceeding in equity or at
law);
We are admitted to practice only in the
State of New York and express no opinion as to matters governed by any laws
other than the laws of the State of New York and the Delaware General
Corporation Law and the Federal laws of the United States of
America.
We understand that we may be referred
to as counsel who has passed upon the validity of the Debt Securities on behalf
of the Company, in the prospectus and in a supplement to the prospectus forming
a part of the Registration Statement on Form S-3 relating to the Debt Securities
filed with the Commission pursuant to the Securities Act, and we hereby consent
to such use of our name in said Registration Statement and to the use of this
opinion for filing with said Registration Statement as Exhibit 5
thereto. In giving this consent, we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission promulgated
thereunder.
Very
truly yours,
/s/
Cravath, Swaine & Moore LLP
The
Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
Attention
of Veronica Dillon
O
Exhibit
12.1
The
Washington Post Company
Computation
of Ratio of Earnings to Fixed Charges
(Dollars
in thousands)
|
Thirty-Nine
Weeks Ended
|
Fiscal Year
Ended
|
|||||||||||||||||||||||
|
September 28,
2008
|
December 30,
2007
|
December 31,
2006
|
January 1,
2006
|
January 2,
2005
|
December 28,
2003
|
|||||||||||||||||||
|
Earnings:
|
||||||||||||||||||||||||
|
Income before income taxes
and cumulative effect of change in accounting principle, and equity in
earnings (losses) of affiliates
|
$ | 82,800 | $ | 475,132 | $ | 518,344 | $ | 500,525 | $ | 544,723 | $ | 392,354 | ||||||||||||
|
Add: Fixed
charges
|
50,896 | 70,279 | 64,310 | 64,421 | 60,565 | 53,404 | ||||||||||||||||||
|
Amortization
of capitalized interest
|
- | - | 68 | 198 | 198 | 198 | ||||||||||||||||||
|
Distributed
income of equity investees
|
189 | 2,155 | 900 | 850 | 800 | 750 | ||||||||||||||||||
|
Earnings
|
$ | 133,885 | $ | 547,566 | $ | 583,622 | $ | 565,994 | $ | 606,286 | $ | 446,706 | ||||||||||||
|
Fixed
charges:
|
||||||||||||||||||||||||
|
Interest
expensed
|
$ | 19,514 | $ | 24,046 | $ | 25,343 | $ | 26,754 | $ | 28,032 | $ | 27,804 | ||||||||||||
|
Portion of rent expense
representative of interest
|
31,382 | 46,233 | 38,967 | 37,667 | 32,533 | 25,600 | ||||||||||||||||||
|
Total fixed
charges
|
$ | 50,896 | $ | 70,279 | $ | 64,310 | $ | 64,421 | $ | 60,565 | $ | 53,404 | ||||||||||||
|
Ratio of earnings to fixed
charges
|
2.6 | 7.8 | 9.1 | 8.8 | 10.0 | 8.4 | ||||||||||||||||||
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated
February 26, 2008 relating to the financial statements, financial statement
schedule and the effectiveness of internal control over financial reporting,
which appears in The Washington Post Company's Annual Report on Form 10-K for
the year ended December 30, 2007. We also consent to the reference to
us under the heading “Experts” in such Registration Statement.
/s/
PricewaterhouseCoopers LLP
McLean, Virginia
McLean, Virginia
November
13, 2008
Exhibit
25.1
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
T-1
STATEMENT
OF ELIGIBILITY UNDER THE TRUST
INDENTURE
ACT OF 1939 OF A CORPORATION
DESIGNATED
TO ACT AS TRUSTEE
CHECK IF
AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE
PURSUANT TO SECTION 305(b)(2)
_________________
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact
name of trustee as specified in its charter)
|
(Jurisdiction
of incorporation
if
not a U.S. national bank)
|
95-3571558
(I.R.S.
Employer
Identification
No.)
|
|
700 South Flower Street, Suite
500
Los Angeles,
CA
(Address
of principal executive offices)
|
90017
(Zip
code)
|
_________________
THE
WASHINGTON POST COMPANY
(Exact
name of obligor as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
53
- 0182885
(I.R.S.
Employer
Identification
No.)
|
|
1150
15th
Street, N.W.
Washington,
D.C.
(Address
of principal executive offices)
|
20071
(Zip
code)
|
_________________
Debt
Securities and Guarantees
(Title of
the indenture securities)
Item
1. General Information.
Furnish the following information as to the Trustee:
(a)
Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency,
Washington, D.C. 20219
Federal Reserve Bank, San Francisco,
California 94105
Federal Deposit Insurance Corporation,
Washington, D.C., 20429
(b)
Whether it is authorized to exercise corporate trust
powers.
Yes.
Item
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item
16. List of Exhibits.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
|
|
1.
|
A
copy of the articles of association of The Bank of New York Mellon Trust
Company, National Association. (Exhibit 1 to Form T-1 filed
with Registration Statement No.
333-135006)
|
|
|
2.
|
A
copy of certificate of authority of the trustee to commence business.
(Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).
|
|
|
3.
|
A
copy of the authorization of the trustee to exercise corporate trust
powers. (Exhibit 3 to Form T-1 filed with Registration
Statement No. 333-135006).
|
|
|
4.
|
A
copy of the existing by-laws of the trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No.
333-135006).
|
|
|
6.
|
The
consent of the trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 333-135006).
|
|
|
7.
|
A
copy of the latest report of condition of the Trustee published pursuant
to law or to the requirements of its supervising or examining
authority.
|
SIGNATURE
Pursuant to the requirements of the
Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Chicago, and State of Illinois on the 13th day of November, 2008.
|
THE
BANK OF NEW YORK MELLON
TRUST
COMPANY, N.A.
|
|||
|
|
By:
|
/s/ Sharon K. McGrath | |
| Name: Sharon K. McGrath | |||
| Title: Vice President | |||
2
EXHIBIT
7
Consolidated
Report of Condition of
THE BANK
OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
of 700
South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business June 30, 2008,
published in accordance with Federal regulatory authority
instructions.
|
ASSETS
|
Dollar
Amounts
in Thousands |
|||
|
Cash
and balances due from depository institutions:
|
||||
|
Noninterest-bearing
balances and currency and coin
|
1,964 | |||
|
Interest-bearing
balances
|
0 | |||
|
Securities:
|
||||
|
Held-to-maturity
securities
|
35 | |||
|
Available-for-sale
securities
|
295,737 | |||
|
Federal
funds sold and securities purchased under agreements to
resell:
|
||||
|
Federal
funds sold
|
34,400 | |||
|
Securities
purchased under agreements to resell
|
90,123 | |||
|
Loans
and lease financing receivables:
|
||||
|
Loans
and leases held for sale
|
0 | |||
|
Loans
and leases, net of unearned income
|
0 | |||
|
LESS:
Allowance for loan and lease losses
|
0 | |||
|
Loans
and leases, net of unearned income and allowance
|
0 | |||
|
Trading
assets
|
0 | |||
|
Premises
and fixed assets (including capitalized leases)
|
12,357 | |||
|
Other
real estate owned
|
0 | |||
|
Investments
in unconsolidated subsidiaries and associated companies
|
0 | |||
|
Not
applicable
|
||||
|
Intangible
assets:
|
||||
|
Goodwill
|
876,153 | |||
|
Other
Intangible Assets
|
286,743 | |||
|
Other
assets
|
140,067 | |||
|
Total
assets
|
$ | 1,737,579 | ||
3
|
LIABILITIES
|
||||
|
Deposits
in domestic offices:
|
1,406 | |||
|
Noninterest-bearing
|
1,406 | |||
|
Interest-bearing
|
0 | |||
|
Not
applicable
|
||||
|
Federal
funds purchased and securities sold under agreements to
repurchase:
|
||||
|
Federal
funds purchased
|
0 | |||
|
Securities sold
under agreements to repurchase
|
0 | |||
|
Trading
liabilities
|
0 | |||
|
Other
borrowed money (includes mortgage indebtedness and obligations under
capitalized leases)
|
218,691 | |||
|
Not
applicable
|
||||
|
Not
applicable
|
||||
|
Subordinated
notes and debentures
|
0 | |||
|
Other
liabilities
|
132,014 | |||
|
Total
liabilities
|
352,111 | |||
|
Minority
interest in consolidated subsidiaries
|
0 | |||
|
EQUITY
CAPITAL
|
||||
|
Perpetual
preferred stock and related surplus
|
0 | |||
|
Common
stock
|
1,000 | |||
|
Surplus
(exclude all surplus related to preferred stock)
|
1,121,520 | |||
|
Retained
earnings
|
262,078 | |||
|
Accumulated
other comprehensive income
|
870 | |||
|
Other
equity capital components
|
0 | |||
|
Total
equity capital
|
1,385,468 | |||
|
Total
liabilities, minority interest, and equity capital (sum of items 21, 22,
and 28)
|
1,737,579 | |||
I, Karen Bayz, Vice President of the
above-named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been prepared in
conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief.
Karen
Bayz ) Vice
President
We, the undersigned directors
(trustees), attest to the correctness of the Report of Condition (including the
supporting schedules) for this report date and declare that it has been examined
by us and to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the appropriate Federal regulatory
authority and is true and correct.
| Michael K. Klugman, President | ) | |
| Frank P. Sulzberger, Vice President | ) | Directors (Trustees) |
| William D. Lindelof, Vice President | ) |
4