UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 22, 2003
THE WASHINGTON POST COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6714 53-0182885
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) Number)
1150 15th Street, N.W. 20071
Washington, DC (Zip Code)
(Address of principal executive offices)
(202) 334-6000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
Corporate Restructuring
On September 22, 2003, The Washington Post Company (the "Company")
announced that it has completed an internal corporate restructuring (the
"Restructuring"). The principal purpose of the Restructuring was to separate
the Company's Washington Post newspaper publishing business into a subsidiary
of a newly formed public holding company (the "Holding Company"), which has
assumed the corporate name of "The Washington Post Company". Pursuant to Rule
12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Class B Common Stock of the Holding Company is deemed to be
registered under Section 12(b) of the Exchange Act.
A copy of the press release further describing the Restructuring is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
C. Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of September 19,
2003, among The Washington Post Company, TWPC, Inc. and WP
Company.
2.2 Transfer Agreement dated as of September 22, 2003, between
WP Company LLC (formerly known as The Washington Post
Company) and The Washington Post Company (formerly known as
TWPC, Inc.).
3.1 Amended and Restated Certificate of Incorporation of The
Washington Post Company (formerly known as TWPC, Inc.)
dated as of September 22, 2003.
3.2 Certificate of Designation of Series A Preferred Stock of
The Washington Post Company (formerly known as TWPC, Inc.)
dated as of September 22, 2003.
3.3 Amended and Restated Certificate of Incorporation of WP
Company (formerly known as The Washington Post Company)
dated as of September 22, 2003.
3.4 By-Laws of The Washington Post Company (formerly known as
TWPC, Inc. as amended and restated through
September 22, 2003.
4.1 First Supplemental Indenture dated as of September 22,
2003, among WP Company LLC (formerly known as The
Washington Post Company), the Company (formerly
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known as TWPC, Inc.) 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 (which Indenture is 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).
4.2 364-Day Credit Agreement dated as of August 13, 2003,
among the Company, the banks, financial institutions and
other institutional lenders named therein and Citibank,
N.A., as administrative agent for the lenders.
4.3 Consent and Amendment No. 1 dated as of August 13, 2003,
to the 5-Year Credit Agreement dated as of August 14,
2002, among the Company, the banks, financial institutions
and other institutional lenders, named therein and
Citibank, N.A., as agent for the lenders (which 5-Year
Credit Agreement is incorporated by reference to Exhibit
4.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 29, 2002).
99.1 Press Release dated September 23, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Washington Post Company
Date: September 22, 2003 By: /s/ John B. Morse, Jr.
-----------------------------
Name: John B. Morse, Jr.
Title: Vice President - Finance
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 2.1 Agreement and Plan of Merger dated as of September 17,
2003, among The Washington Post Company, TWPC, Inc. and WP
Company.
Exhibit 2.2 Transfer Agreement dated as of September 22, 2003, between
WP Company LLC (formerly known as The Washington Post
Company) and The Washington Post Company (formerly known as
TWPC, Inc.).
Exhibit 3.1 Amended and Restated Certificate of Incorporation of The
Washington Post Company (formerly known as TWPC, Inc.)
dated as of September 22, 2003.
Exhibit 3.2 Certificate of Designation of Series A Preferred Stock of
The Washington Post Company (formerly known as TWPC, Inc.)
dated as of September 22, 2003.
Exhibit 3.3 Amended and Restated Certificate of Incorporation of WP
Company (formerly known as The Washington Post Company)
dated as of September 22, 2003.
Exhibit 3.4 By-Laws of The Washington Post Company (formerly known as
TWPC, Inc.) as amended and restated through September 22,
2003.
Exhibit 4.1 First Supplemental Indenture dated as of September 22, 2003,
among WP Company LLC (formerly known as The Washington
Post Company), the Company (formerly known as TWPC, Inc.)
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 (which
Indenture is 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).
Exhibit 4.2 364-Day Credit Agreement dated as of August 13, 2003,
among the Company, the banks, financial institutions and
other institutional lenders named therein and Citibank,
N.A., as administrative agent for the lenders.
Exhibit 4.3 Consent and Amendment No. 1 dated as of August 13, 2003,
to the 5-Year Credit Agreement dated as of August 14, 2002,
among the Company, the banks, financial institutions and
other institutional lenders, named therein and Citibank,
N.A., as agent for the
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lenders (which 5-year Credit Agreement is incorporated by
reference to Exhibit 4.4 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 29, 2002).
Exhibit 99.1 Press Release dated September 23, 2003.