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Registration No. 33-[ ]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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THE McGRAW-HILL COMPANIES, INC.
(Exact name of issuer as specified in its charter)
NEW YORK 13-1026995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 AVENUE OF AMERICAS
NEW YORK, N.Y. 10020
(Address of Principal (Zip Code)
Executive Offices)
DIRECTOR DEFERRED STOCK OWNERSHIP PLAN
(Full Title of Plan)
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KENNETH M. VITTOR, ESQ.
The McGraw-Hill Companies, Inc.
1221 Avenue of the Americas
New York, New York 10020
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(212) 512-2564
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
---------- ---------- --------- ----------- ----------------
<S> <C> <C> <C> <C>
Common Stock 160,000 $46.625 $7,460,000 $2,573.00
of The McGraw-Hill
Companies, Inc.
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) as follows: on the basis of the average of the high and
low prices of the Common Stock on the New York Stock Exchange Composite
Transactions on June 24, 1996, namely $46.625.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995.
(b) The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(c) The Corporation's Rights Agreement dated as of October
25, 1989 between the Corporation and Chemical Banking Corporation, contained in
the Corporation's Registration Statement on Form 8-A.
(d) The description of the Corporation's Common Stock
contained in the Corporation's Registration Statement filed under Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Corporation pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all the Common Stock offered hereby has been sold or which
deregisters all the Common Stock then remaining unsold, shall be deemed to be
incorporated by reference in this Registration
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Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable, as registrant's Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock of
the Corporation to which this Registration Statement relates has been passed
upon by Kenneth M. Vittor, Senior Vice President and General Counsel of the
Corporation. As of June 1, 1996, Mr. Vittor beneficially owned 7,900 shares of
Common Stock, and had options to acquire an additional 21,284 shares of Common
Stock.
Item 6. Indemnification of Directors and Officers
The New York Business Corporation Law provides for
indemnification of the Corporation's officers and directors, who are also
covered by certain liability insurance policies maintained by the Corporation.
In addition, the Corporation has entered into indemnification agreements with
its directors and executive officers. The Corporation's
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Restated Articles of Incorporation eliminate the liability of the Corporation's
directors to the maximum extent permitted by the New York Business Corporation
Law. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(4) Rights Agreement dated as of October 25, 1989,
incorporated by reference to the registrant's
registration statement on Form 8-A, filed October 26,
1989.
(5) Opinion of Kenneth M. Vittor, counsel to the Corporation
(including consent).
(23) Consent of Ernst & Young LLP, independent auditors.
(23) Consent of Kenneth M. Vittor, counsel to the Corporation
(included in Exhibit 5).
(24) Power of Attorney.
Item 9. Undertakings
(a) 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
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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,
represents a fundamental change in the information set forth in the Registration
Statement;
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in 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.
(b) The undersigned registrant hereby undertakes 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
Exchange Act (and,
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where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
(c) 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 foregoing provisions, 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 Securities 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 of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel that the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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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-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 26th day of
June, 1996.
THE McGRAW-HILL COMPANIES, INC.
By /s/ Joseph L. Dionne
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Joseph L. Dionne
(Chairman and Chief Executive Officer)
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Joseph L. Dionne
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Joseph L. Dionne Principal Executive June 26, 1996
Officer and Director
*Robert J. Bahash Principal Financial June 26, 1996
Officer
*Thomas J. Kilkenny Controller June 26, 1996
*Pedro Aspe Director June 26, 1996
*Vartan Gregorian Director June 26, 1996
*John T. Hartley Director June 26, 1996
</TABLE>
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<TABLE>
<S> <C> <C>
*George B. Harvey Director June 26, 1996
*Richard H. Jenrette Director June 26, 1996
*Don Johnston Director June 26, 1996
*Peter O. Lawson-Johnston Director June 26, 1996
*Harold W. McGraw, III Director June 26, 1996
*Robert P. McGraw Director June 26, 1996
*Lois Dickson Rice Director June 26, 1996
*James H. Ross Director June 26, 1996
</TABLE>
*By: /s/ Kenneth M. Vittor
---------------------
Kenneth M. Vittor
(Attorney-in-Fact)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<S> <C>
(4) Rights Agreement dated as of October 25, 1989, incorporated by reference to the registrant's Registration
Statement on Form 8-A, filed October 26, 1989.
(5) Opinion of Kenneth M. Vittor, counsel to the Corporation (including consent).
(23) Consent of Ernst & Young LLP, independent auditors.
(23) Consent of Kenneth M. Vittor, counsel to the Corporation (included in
Exhibit 5).
(24) Power of Attorney.
</TABLE>
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(EXHIBIT 5)
June 26, 1996
The McGraw-Hill Companies, Inc.
1221 Avenue of the Americas
New York, New York 10020
Ladies and Gentlemen:
I have acted as counsel to The McGraw-Hill Companies, Inc.
(the "Corporation") in connection with the Director Deferred Stock Ownership
Plan, as more fully described in the Registration Statement on Form S-8 being
filed by the Corporation with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended.
In my opinion the shares of Common Stock, par value $1.00, of
the Corporation, covered by the Director Deferred Stock Ownership Plan have
been duly authorized and, when issued in accordance with the terms of the Plan,
will be legally and validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit
to the above described Registration Statement and to the reference to this
opinion in said Registration Statement, and any amendments thereto.
Very truly yours,
/s/ Kenneth M. Vittor
---------------------
Kenneth M. Vittor
KMV/siv
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(EXHIBIT 23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 and related Prospectus pertaining to the
Director Deferred Stock Ownership Plan of The McGraw-Hill Companies, Inc. of
our report dated January 31, 1996 with respect to the consolidated financial
statements of The McGraw-Hill Companies, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
New York, New York
June 26, 1996
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(EXHIBIT 24)
THE MCGRAW-HILL COMPANIES, INC.
REGISTRATION STATEMENT
ON FORM S-8
POWER OF ATTORNEY
The undersigned hereby appoint Robert J. Bahash and Kenneth M.
Vittor, or either of them, their true and lawful afforneys-in-fact with
authority to execute in the name of each such person and in each capacity
stated below, and to file with the Securities and Exchange Commission, the
Corporation's Registration Statement on Form S-8 in the form which the
Corporation deems appropriate for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, 160,000 additional shares of Common Stock,
par value $1.00 per share, of the Corporation issuable in connection with the
Director Deferred Stock Ownership Plan and to execute and file in the name of
each such person and in each capacity stated below, from time to time, all
amendments, including post-effective amendments, and all supplements to such
Registration Statement, which the Corporation deems appropriate.
This Power of Attorney may be executed in counterparts, all of
which, taken together shall constitute one and the same instrument.
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Joseph L. Dionne
- -------------------------
Joseph L. Dionne Principal Executive June 26, 1996
Officer and Director
/s/ Robert J. Bahash
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Robert J. Bahash Principal Financial June 26, 1996
Officer
/s/ Thomas J. Kilkenny
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Thomas J. Kilkenny Controller June 26, 1996
/s/ Pedro Aspe
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Pedro Aspe Director June 26, 1996
/s/ Vartan Gregorian
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Vartan Gregorian Director June 26, 1996
/s/ John T. Hartley
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John T. Hartley Director June 26, 1996
/s/ George B. Harvey
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George B. Harvey Director June 26, 1996
/s/ Richard H. Jenrette
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Richard H. Jenrette Director June 26, 1996
/s/ Don Johnston
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Don Johnston Director June 26, 1996
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Peter O. Lawson-Johnston
- ----------------------------
Peter O. Lawson-Johnston Director June 26, 1996
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Linda Koch Lorimer Director June 26, 1996
/s/ Harold W. McGraw, III
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Harold W. McGraw, III Director June 26, 1996
/s/ Robert P. McGraw
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Robert P. McGraw Director June 26, 1996
/s/ Lois Dickson Rice
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Lois Dickson Rice Director June 26, 1996
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Paul J. Rizzo Director June 26, 1996
/s/ James H. Ross
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James H. Ross Director June 26, 1996
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Alva O. Way Director June 26, 1996
</TABLE>
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