<PAGE> 1
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: May 2, 1995
The McGraw-Hill Companies, Inc.
(Formerly McGraw-Hill, Inc.)
----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
NEW YORK 1-1023 13-1026995
- --------------------- ------------ -------------------
<S> <C> <C>
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation or
organization)
</TABLE>
1221 Avenue of the Americas, New York, New York 10020
-----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 512-2324
--------------
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events
On January 25, 1995, the Board of Directors of the Registrant adopted a
resolution recommending that the Registrant's Restated Certificate of
Incorporation be amended to change its name to The McGraw-Hill
Companies, Inc. from McGraw-Hill, Inc., subject to approval by the
shareholders. Thereafter, at the annual meeting of shareholders held on
April 26, 1995, the Registrant's shareholders approved the amendment to
the Corporation's Restated Certificate of Incorporation to effect the
name change. The Certificate of Amendment was filed with the New York
State Department of State on April 26, 1995 to be effective
immediately.
Item 7. Exhibits
(99) Certificate of Amendment to the Restated Certificate of Incorporation
of the Registrant.
(99) Press release dated April 26, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 8-K Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
McGraw-Hill, Inc.
By: /s/ Robert N. Landes
---------------------------
Robert N. Landes
Executive Vice President
Dated: May 2, 1995
<PAGE> 1
EXHIBIT 99
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF McGRAW-HILL, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
---------------------------------------------------------
It is hereby certified that:
(1) The name of the Corporation is McGRAW-HILL, INC. The name
under which the Corporation was formed was McGraw-Hill Publishing Company,
Inc. which name was changed to McGraw-Hill, Inc. on January 2, 1964.
(2) The Certificate of Incorporation of the Corporation was
filed by the Department of State on December 29, 1925.
(3) Article I of the Certificate of Incorporation of the Corporation is
hereby amended to effect a change in the Corporation's name from "McGraw-Hill,
Inc." to "The McGraw-Hill Companies, Inc." Article I of the Certificate of
Incorporation of the Corporation is hereby amended to read as follows:
"ARTICLE I. The Corporate name shall be:
The McGraw-Hill Companies, Inc."
<PAGE> 2
2
(4) This Amendment to the Certificate of Incorporation of the
Corporation was properly authorized by vote at a meeting of the board of
directors, duly held on January 25, 1995, followed by the vote of the holders of
at least a majority of all outstanding shares of Common Stock and $1.20
Convertible Preference Stock, voting together as a single class, entitled to
vote thereon on the Annual Meeting of Shareholders of the Corporation duly held
on April 26, 1995.
IN WITNESS WHEREOF, this Certificate has been signed this 26th day of
April, 1995.
/s/ Robert N. Landes
---------------------------------
Robert N. Landes
Executive Vice President
/s/ Scott L. Bennett
---------------------------------
Scott L. Bennett
Assistant Secretary
<PAGE> 1
EXHIBIT 99
[McGRAW-HILL LETTERHEAD]
NEWS RELEASE
McGRAW-HILL LAUNCHES NEW CORPORATE IDENTITY
* SHAREHOLDERS RATIFY NAME MODIFICATION AT ANNUAL MEETING
NEW YORK, N.Y., April 26, 1995 -- Shareholders of McGraw-Hill, Inc. today
adopted THE McGRAW-HILL COMPANIES as the corporation's official name and set in
motion the execution of a corporate image and identity program which has been
in development for nearly a year. In addition to the new name, a new logo -- a
global symbol used in conjunction with the name -- is designed to convey an
image of The McGraw-Hill Companies that fits its current business situation as
an international, multiple media enterprise that is diversified in its
businesses.
"This name change is a logical evolution that reflects the increasingly global
and diverse nature of our information services and products," said Joseph L.
Dionne, chairman and chief executive officer.
"It's not surprising that many of our customers know us for the product or
service they use, be that a textbook, Business Week, Standard & Poor's, F.W.
Dodge, MMS International, DRI and so on," Dionne said. "Our job -- and the
reason why we took on this identity program -- is to educate and inform our
constituencies about the depth and breadth of The McGraw-Hill Companies. Our
intent with the new name, logo and identity program is to leverage the brands
on behalf of the parent company thereby increasing our customers' and
shareholders' knowledge of us."
Research, based on hundreds of interviews with customers, employees, and the
financial community, demonstrated that The McGraw-Hill Companies is best known
for its traditional values: editorial integrity, high quality products and
services, and trustworthy service.
-more-
<PAGE> 2
[McGRAW-HILL LETTERHEAD]
New Corporate Identity -- 2
"We are a company of experts at every level -- award-winning authors, analysts,
editors, economists, technologists -- whose intellectual dedication, rigorous
analysis and communications skills help us provide valuable information and
knowledge to the vast markets we serve," Dionne said. "That is an enviable
position from which to grow."
The research also revealed, however, that tremendous opportunities exist to
more closely align the currently held perceptions of McGraw-Hill as a
domestic, print publisher with the reality that The McGraw-Hill Companies is,
in fact, an information enterprise that serves worldwide markets in finance,
business, education, law, construction, medical and health, computers and
communications, government, aerospace and defense through a broad range of
media, including books, magazines, newsletters, software, on-line services,
CD-ROMs, facsimile and television broadcasting.
"The objective of this identity program is to communicate the strength and
advantage of the larger enterprise on behalf of its brands and to let customers
know the advantages we offer to them across businesses, meeting needs in
education as well as in business and finance," said Harold McGraw III,
president and chief operating officer. "Ultimately we hope to leverage the
McGraw-Hill name to increase the value of the brands in situations where the
corporate and business unit names add lustre to one another," McGraw said.
While more than 42% of operating revenue in 1994 came from the Educational &
Professional Publishing segment including the School Publishing group, the
largest school publisher in the U.S., nearly 60% of the company's revenue came
from its Financial Information Services and Information & Media Services
segments.
-more-
<PAGE> 3
[McGRAW-HILL LETTERHEAD]
New Corporate Identity -- 3
Additionally, in 1994 international revenues for the company approached 20% and
projections call for upwards of one-third of annual revenues from global
markets by the end of the decade.
"We believe that the key to future growth in our business lies, in part, with
cross-business opportunities with our largest customers. Our new identity will
support that objective by raising the image and visibility of the company,"
McGraw said.
The McGraw-Hill Companies is a leading information services organization
serving worldwide markets in education, business, industry, the professions and
government. Founded in 1888, The McGraw-Hill Companies today provides
information and analysis in multiple media through its rich portfolio of
valuable brands. Sales in 1994 exceeded $2.7 billion.
# # #
Contact: Linda Bock
(212) 512-2217
