UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------ ------------
Commission File Number 1-1023
THE McGRAW-HILL COMPANIES, INC.
- ---------------------------------------------------------------------
(Exact name of registrant 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 the Americas, New York, N.Y. 10020
- ---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 512-2000
--------------
Not Applicable
- ---------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO[ ]
On April 26, 1996 there were 100,510,250 shares of Common Stock (par value
$1.00 per share) outstanding.
<PAGE>
The McGraw-Hill Companies, Inc.
-------------------------------
TABLE OF CONTENTS
-----------------
Page Number
-----------
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
-------
Consolidated Statement of Income for the
three months ended March 31, 1996 and 1995 3
Consolidated Balance Sheet at March 31, 1996,
December 31, 1995 and March 31, 1995 4-5
Consolidated Statement of Cash Flows for the
three months ended March 31, 1996 and 1995 6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of
------- Operating Results and Financial Condition 10-12
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 13-26
-------
-2-
<PAGE>
PART I
Financial Information
Item 1. Financial Statements
--------------------
<TABLE>
The McGraw-Hill Companies, Inc.
-------------------------------
Consolidated Statement of Income
--------------------------------
Three Months Ended March 31, 1996 and 1995
------------------------------------------
<CAPTION>
1996 1995
---------- ----------
(In thousands, except
per-share data)
<S> <C> <C>
Operating revenue $583,851 $568,548
Expenses:
Operating 293,189 281,300
Selling and general 216,600 215,063
Depreciation and amortization 40,626 41,037
-------- --------
Total expenses 550,415 537,400
Other income - net 5,242 5,369
-------- --------
Income from operations 38,678 36,517
Interest expense - net 11,419 12,790
-------- --------
Income before taxes on income 27,259 23,727
Provision for taxes on income 11,067 9,776
-------- --------
Net income $ 16,192 $ 13,951
======== ========
Earnings per common share (Note 1) $ 0.16 $ 0.14
======== ========
Average number of common
shares outstanding (Note 1) 100,706 99,358
</TABLE>
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<PAGE>
<TABLE>
The McGraw-Hill Companies, Inc.
-------------------------------
Consolidated Balance Sheet
--------------------------
<CAPTION>
March 31, Dec. 31, March 31,
1996 1995 1995
---------- ---------- ----------
(In thousands)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 14,350 $ 10,250 $ 7,934
Accounts receivable (net of allowance
for doubtful accounts) (Note 3) 717,709 855,372 679,406
Receivable from broker-dealers and
dealer banks (Note 4) 8,149 9,674 7,217
Inventories (Note 3) 268,008 238,030 239,870
Prepaid income taxes 67,075 67,128 70,195
Prepaid and other current assets 70,578 59,351 71,337
---------- ---------- ----------
Total current assets 1,145,869 1,239,805 1,075,959
---------- ---------- ----------
Prepublication costs (net of accumulated
amortization) (Note 3) 298,364 268,200 276,802
Investments and other assets:
Investment in Rock-McGraw, Inc. - at
equity 63,036 61,797 58,727
Prepaid pension expense 100,009 98,177 97,121
Other 148,393 141,861 144,438
---------- ---------- ----------
Total investments and other assets 311,438 301,835 300,286
---------- ---------- ----------
Property and equipment - at cost 829,553 827,307 795,473
Less - accumulated depreciation 504,458 491,178 458,455
---------- ---------- ----------
Net property and equipment 325,095 336,129 337,018
Goodwill and other intangible assets - at
cost (net of accumulated amortization) 957,649 958,420 983,085
---------- ---------- ----------
$3,038,415 $3,104,389 $2,973,150
========== ========== ==========
</TABLE>
-4-
<PAGE>
<TABLE>
The McGraw-Hill Companies, Inc.
-------------------------------
Consolidated Balance Sheet
--------------------------
<CAPTION>
March 31, Dec. 31, March 31,
1996 1995 1995
---------- ---------- ----------
(In thousands)
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 128,680 $ 71,299 $ 204,750
Accounts payable 186,120 215,179 163,422
Payable to broker-dealers and dealer
banks (Note 4) 5,985 7,469 6,697
Accrued liabilities 121,229 188,382 117,099
Income taxes currently payable 71,915 70,405 50,506
Unearned revenue 250,408 241,816 235,432
Other current liabilities 221,695 251,909 219,920
---------- ---------- ----------
Total current liabilities 986,032 1,046,459 997,826
---------- ---------- ----------
Other liabilities:
Long-term debt (Note 5) 556,655 557,365 657,285
Deferred income taxes 136,038 140,531 125,054
Accrued postretirement healthcare and
other benefits 202,451 200,100 191,491
Other non-current liabilities 126,297 124,868 109,921
---------- ---------- ----------
Total other liabilities 1,021,441 1,022,864 1,083,751
---------- ---------- ----------
Total liabilities 2,007,473 2,069,323 2,081,577
---------- ---------- ----------
Shareholders' equity (Notes 1 and 6):
Capital stock 102,933 102,933 102,933
Additional paid-in capital 36,969 26,740 22,361
Retained income 1,013,607 1,030,526 907,139
Foreign currency translation
adjustments (57,051) (56,247) (55,830)
---------- ---------- ----------
1,096,458 1,103,952 976,603
Less - common stock in treasury-at
cost 51,859 60,778 71,583
unearned compensation on
restricted stock 13,657 8,108 13,447
---------- ---------- ----------
Total shareholders' equity 1,030,942 1,035,066 891,573
---------- ---------- ----------
$3,038,415 $3,104,389 $2,973,150
========== ========== ==========
</TABLE>
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<PAGE>
<TABLE>
The McGraw-Hill Companies, Inc.
-------------------------------
Consolidated Statement of Cash Flows
------------------------------------
For The Three Months Ended March 31, 1996 and 1995
--------------------------------------------------
<CAPTION>
1996 1995
-------- --------
(In thousands)
<S> <C> <C>
Cash flows from operating activities
- ------------------------------------
Net income $ 16,192 $ 13,951
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 17,765 16,557
Amortization of goodwill and intangibles 8,916 9,317
Amortization of prepublication costs 13,945 15,163
Provision for losses on accounts receivable 18,419 14,283
Other (164) (576)
Changes in assets and liabilities net of effect of
acquisitions and dispositions:
Decrease in accounts receivable 116,269 79,948
Increase in inventories (25,964) (29,455)
Increase in prepaid & other current assets (13,611) (19,976)
Decrease in accounts payable and accrued expenses (96,842) (77,019)
Increase/(decrease) in unearned revenue 8,557 (4,549)
Decrease in other current liabilities (22,763) (21,496)
Decrease in interest and income taxes payable (2,963) (8,717)
Net change in other assets and liabilities 3,080 (2,255)
- --------------------------------------------------- --------- ---------
Cash provided by/(used for) operating activities 40,836 (14,824)
- --------------------------------------------------- --------- ---------
Investing activities
- --------------------
Investment in Prepublication Costs (39,029) (24,403)
Purchases of property and equipment (6,746) (7,540)
Acquisition of businesses (25,000) (24,264)
Disposition of businesses 4,950 354
- --------------------------------------------------- --------- ---------
Cash used for investing activities (65,825) (55,853)
- --------------------------------------------------- --------- ---------
Financing activities
- --------------------
Dividends paid to shareholders (33,063) (29,864)
Additions to short-term debt - net 57,634 99,639
Repayment of long-term debt - net (664) (87)
Exercise of stock options 11,178 3,499
Other (5,996) (2,632)
- --------------------------------------------------- --------- ---------
Cash provided by financing activities 29,089 70,555
- --------------------------------------------------- --------- ---------
Net change in cash and equivalents 4,100 (122)
Cash and equivalents at beginning of period 10,250 8,056
- --------------------------------------------------- --------- ---------
Cash and equivalents at end of period $ 14,350 $ 7,934
========= =========
</TABLE>
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<PAGE>
The McGraw-Hill Companies, Inc.
-------------------------------
Notes to Financial Statements
-----------------------------
1. The financial information in this report has not been audited, but in the
opinion of management all adjustments (consisting only of normal recurring
adjustments) considered necessary to present fairly such information have
been included. The operating results for the three months ended March 31,
1996 and 1995 are not necessarily indicative of results to be expected for
the full year due to the seasonal nature of some of the company's
businesses. The financial statements included herein should be read in
conjunction with the financial statements and notes included in the
company's Annual Report on Form 10-K for the year ended December 31, 1995.
On January 31, 1996, the Board of Directors declared a two-for-one stock
split of the company's common stock which was distributed on April 26, 1996
to all shareholders of record on March 28, 1996. Accordingly, all
references to common share data in the financial statements and notes have
been restated to reflect the split.
Certain prior year amounts have been reclassified for comparability
purposes.
<TABLE>
2. Operating profit by segment is total operating revenue less expenses which
are deemed to be related to the unit's operating revenue. A summary of
operating results by segment for the three months ended March 31, 1996 and
1995 follows:
<CAPTION>
1996 1995
----------------------- -----------------------
Operating Operating
Revenue Profit/(Loss) Revenue Profit/(Loss)
--------- ------------- --------- -------------
(In thousands)
<S> <C> <C> <C> <C>
Educational and Professional
Publishing $ 165,904 $ (31,421) $ 171,296 $ (29,371)
Financial Services 213,107 66,177 199,366 59,301
Information and Media
Services 204,840 17,005 197,886 19,443
---------------------------- --------- --------- --------- ---------
Total operating segments 583,851 51,761 568,548 49,373
General corporate expense - (13,083) - (12,856)
Interest expense - net - (11,419) - (12,790)
---------------------------- --------- --------- --------- ---------
Total company $ 583,851 $ 27,259* $ 568,548 $ 23,727*
========= ========= ========= =========
<FN>
*Income before taxes on income.
</FN>
</TABLE>
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<PAGE>
The McGraw-Hill Companies, Inc.
-------------------------------
Notes to Financial Statements
-----------------------------
<TABLE>
3. The allowance for doubtful accounts, the components of inventory and the
accumulated amortization of prepublication costs were as follows:
<CAPTION>
March 31, Dec. 31, March 31,
1996 1995 1995
--------- --------- ---------
(In thousands)
<S> <C> <C> <C>
Allowance for doubtful accounts $ 81,534 $ 79,980 $ 79,432
========= ========= =========
Inventories:
Finished goods $ 205,187 $ 185,608 $ 182,374
Work-in-process 24,003 15,675 24,537
Paper and other materials 38,818 36,747 32,959
--------- --------- ---------
Total inventories $ 268,008 $ 238,030 $ 239,870
========= ========= =========
Accumulated amortization of
prepublication costs $ 367,848 $ 391,384 $ 314,450
========= ========= =========
</TABLE>
4. A subsidiary of J.J. Kenny Co. acts as an undisclosed agent in the purchase
and sale of municipal securities for broker-dealers and dealer banks and
the company had $323 million of matched purchase and sale commitments at
March 31, 1996. Only those transactions not closed at the settlement date
are reflected in the balance sheet as receivables and payables.
<TABLE>
5. A summary of long-term debt follows:
<CAPTION>
March 31, Dec. 31, March 31,
1996 1995 1995
--------- -------- ----------
(In thousands)
<S> <C> <C> <C>
9.43% senior notes due 2000 $ 250,000 $ 250,000 $ 250,000
Commercial paper supported by
bank revolving credit agreement 300,000 300,000 400,000
Other 6,655 7,365 7,285
--------- --------- ---------
Total long-term debt $ 556,655 $ 557,365 $ 657,285
========= ========= =========
</TABLE>
-8-
<PAGE>
The McGraw-Hill Companies, Inc.
-------------------------------
Notes to Financial Statements
-----------------------------
<TABLE>
6. Common shares reserved for issuance, for conversions and for stock based
awards were as follows:
<CAPTION>
March 31, Dec. 31, March 31,
1996 1995 1995
--------- --------- ---------
<S> <C> <C> <C>
$1.20 convertible preference stock
at the rate of 6.6 shares
for each share of preference stock 9,346 9,346 9,378
Stock based awards 6,651,336 7,245,226 7,761,388
--------- --------- ---------
6,660,682 7,254,572 7,770,766
========= ========= =========
</TABLE>
<TABLE>
7. Cash dividends per share declared during the three months ended March 31,
1996 and 1995 were as follows:
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Common stock $.33 $.30
Preference stock .30 .30
</TABLE>
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Operating
-------------------------------------------------
Results and Financial Condition
-------------------------------
Operating Results - Comparing Three Months Ended March 31, 1996 and 1995
- ------------------------------------------------------------------------
Consolidated Review
- -------------------
Operating revenues for the first quarter grew $15.3 million, or 2.7%, over the
1995 quarter to $583.9 million. The revenue growth was primarily at Standard &
Poor's Ratings Services, Financial Information Services, and Business Week and
also reflects the impact of acquisitions in the Information Services Group,
partially offset by a revenue decline at Shepard's/McGraw-Hill. Net income
increased 16.1% to $16.2 million from the comparable quarter a year ago and
earnings per share were 16 cents versus 14 cents a year ago. The first quarter
represents the company's smallest quarter due to the seasonality of some of the
company's businesses, primarily the book publishing operations.
All references to common share data, including earnings per share, reflect the
two-for-one stock split of the company's common stock that was distributed on
April 26, 1996.
Total expenses in 1996 increased $13.0 million, or 2.4%, primarily due to
increased operating expenses associated with the increase in revenue as well as
expenses associated with new products and initiatives.
Net interest expense declined $1.4 million, or 10.7% reflecting a decline in
average commercial paper borrowing rates from 6.1% in 1995 to 5.5% in 1996.
1996 interest expense was also favorably impacted by a decline in average
commercial borrowing levels from the prior year, due to paydowns from the
company's operating cash flow.
The provision for taxes as a percentage of income before taxes was 40.6% in 1996
compared to 41.2% in 1995. The reduction in the effective tax rate reflects the
declining impact of non-deductible goodwill amortization on higher pre-tax
earnings as well as favorable settlement of state tax audits.
Segment Review
- --------------
Educational and Professional Publishing revenues declined $5.4 million, or 3.1%.
The year-to-year decline reflects reduced revenues at Shepard's/McGraw-Hill,
due to the December 1995 divestiture of Shepard's topical publishing business,
as well as a less favorable state citator revision cycle. International
revenues improved as growth in Asia, Australia and Europe offset declines in
Canada and Mexico. Revenues in educational publishing were comparable to the
prior year while the testing business improved. The segment's operating loss,
reflecting typical first quarter seasonal losses in educational publishing,
increased 7% to $31.4 million, partly due to development costs for the McGraw-
Hill Home Interactive division, which will offer multimedia education titles in
the consumer market later this year. On March 15, 1996, the company acquired
the publishing assets of Open Court Publishing Company, a publisher of skills-
based reading and math programs for the elementary school market.
-10-
<PAGE>
Financial Services' revenue increased $13.7 million, or 6.9%, while operating
profit increased $6.9 million, or 11.6%. Standard & Poor's Ratings Services
revenue and profits improved reflecting increased new issue volume in the U.S.
corporate bond market, continued international expansion and development of new
ratings products. In addition to the corporate sector, structured finance, both
asset-backed and mortgage-backed, were particularly strong. The Financial
Information Services Group revenues and profits also improved from the prior
year as growth at MMS International and Platt's offset weakness in municipal
securities services.
Information and Media Services' revenue increased $7.0 million, or 3.5%, and
operating profit declined $2.4 million, or 12.5%. The revenue increase reflects
the Tower Group International acquisition of UCB Canada as well as the
acquisition of Hospital Practice magazine. Broadcasting revenue and operating
profit declined, reflecting last year's strong Super Bowl impact where our San
Diego station broadcast the Super Bowl and benefited by the appearance of the
San Diego Chargers in the contest. Business Week revenue and profit improved
over the prior year, due primarily to strong circulation revenues and an
advertising rate increase, offsetting a decline in advertising pages. Revenues
and profits declined in the computer magazines, primarily BYTE and Lan Times,
and profits were further impacted by start-up costs for the launch of tel.com
magazine, which debuted in March.
Financial Condition
- -------------------
The company continues to maintain a strong financial condition. Cash generated
by operating activities in the quarter totaled $40.8 million compared to cash
used in operations of $14.8 million last year. This year-to-year increase in
cash flow from operations primarily reflects collections from strong fourth
quarter sales last year. Total debt increased $56.7 million from year-end
reflecting the seasonal spending for inventory and sampling costs for 1996
school publishing adoptions, prepublication spending for 1997 school adoption
programs, and the acquisition of Open Court. The company's strong presence in
school publishing significantly impacts the seasonality of its earnings and
borrowing patterns during the year, with the company borrowing during the first
half of the fiscal year and generating cash in the second half of the year.
Borrowing patterns will be further impacted in 1996, an off-adoption year, as
the company plans for the 1997 strong adoption year.
In the fourth quarter of 1995, the company implemented a best practices program
to improve the efficiency and effectiveness of the company's operations. The
program includes the review of major systems and processes, including certain
administrative functions and related technology. The program encompasses the
elimination of approximately 750 positions. By the end of the first quarter of
1996, approximately 300 positions had been eliminated and the company has
undertaken various technology initiatives. Cash expenditures related to the
best practices program in the first quarter did not have a significant impact on
the company's liquidity.
Commercial paper borrowings at March 31, 1996 totaled $427.5 million, an
increase of $59 million from December 31, 1995. Commercial paper is supported
by an $800 million revolving credit agreement with a group of banks terminating
in November 1999, and $300 million is classified as long-term. There are no
amounts outstanding under this agreement.
-11-
<PAGE>
Under a shelf registration which became effective with the Securities and
Exchange Commission in mid-1990, the company can issue an additional $250
million of debt securities. The new debt could be used to replace a portion of
the commercial paper borrowings with longer term securities, when and if
interest rates are attractive and markets are favorable.
Accounts receivable before reserves of $799.2 million decreased $136.1 million
from the end of 1995 due primarily to the seasonal nature of some of the
company's businesses.
Inventories increased $30 million to $268 million from the end of 1995 due
primarily to inventory purchases for 1996 international publishing programs, the
acquisition of Open Court, and the seasonal buildup for the annual Sweet's
Files.
Net prepublication costs at March 31 increased $30.2 million from the end of
1995 to $298.4 million due to additional spending for 1997 adoption year
programs, new College and Professional Publishing titles, and the acquisition of
Open Court. Purchases of property, plant and equipment of $6.7 million
approximated the level of the prior year; the purchases were primarily for
computer equipment.
In April 1996, the company began to repurchase shares under a share repurchase
program approved by the company's Board of Directors in January, authorizing the
purchase of up to 4 million shares (post-split) of the company's common stock.
The repurchased shares will be used for general corporate purposes, including
the issuance of shares for the exercise of employee stock options.
-12-
<PAGE>
PART II
Other Information
Item 6. Exhibits and Reports on Form 8-K Page Number
----------------------------------------- -----------
a) Exhibits
--------
(3) By-Laws. 14-24
(12) Computation of ratio of earnings to fixed charges. 25
(27) Financial Data Schedule. 26
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 McGRAW-HILL COMPANIES, INC.
-------------------------------
Date: 05/13/96 By Robert J. Bahash
------------------ -------------------------------
Robert J. Bahash
Executive Vice President
and Chief Financial Officer
Date: 05/13/96 By Thomas J. Kilkenny
------------------ -------------------------------
Thomas J. Kilkenny
Vice President and Controller
Date: 05/13/96 By Kenneth M. Vittor
------------------ -------------------------------
Kenneth M. Vittor
Senior Vice President
and General Counsel
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<PAGE>
Exhibit (3)
THE McGRAW-HILL COMPANIES, INC.
BY-LAWS
-------
(As amended February 28, 1996)
------------------------------
ARTICLE I
---------
STOCKHOLDERS
------------
1. A meeting of the stockholders shall be held annually, whereoever
designated by the Board of Directors on the last Wednesday in April of each year
or on such other date as a resolution of the Board of Directors may designate,
for the purpose of electing directors, hearing the reports of officers and
directors, and for the transaction of such other business required or authorized
to be transacted by the stockholders. Any previously scheduled annual or
special meeting of stockholders may be postponed by resolution of the Board of
Directors, upon public notice given prior to the date scheduled for such
meeting.
2. Unless waived in writing by all stockholders, notice of the time,
place and object of such meeting shall be given by mailing, at least ten days
previous to such meeting, postage prepaid, a copy of such notice, addressed to
each stockholder at his address as the same appears on the books of the Company.
3. Special meetings of stockholders for whatsoever purpose shall be held
at the principal office of the Company or at such other place as may be
designated by a resolution of the Board of Directors and may only be called
pursuant to a resolution approved by a majority of the Board of Directors.
4. Notice of each special meeting, except where otherwise expressly
provided by statute, and unless waived in writing by every stockholder entitled
to vote, stating the time, place and in general terms the purpose or purposes
thereof, shall be mailed not less than thirty nor more than fifty days prior to
the meeting to each stockholder at his address as the same appears on the books
of the Company.
5. At a meeting of stockholders the holders of a majority of the shares
entitled to vote, being present in person or represented by proxy, shall be a
quorum for all purposes, except where otherwise provided by statute or by
the certificate of incorporation.
6. If at any meeting a quorum shall fail to attend in person or by proxy,
a majority in interest of stockholders entitled to vote present or represented
by proxy at such meeting may adjourn the meeting from time to time without
further notice until a quorum shall attend and thereupon any business may be
transacted which might have been transacted at the meeting as originally called
had the same been then held. The Chairman of a meeting of stockholders may
adjourn such meeting from time to time, whether or not there is a quorum of
stockholders at such meeting.
7. The Chairman of the Board, and in his absence the President, and in his
absence a Chairman appointed by the Board of Directors, shall call meetings of
the stockholders to order and shall act as Chairman thereof.
-14-
<PAGE>
8. The Secretary of the Company shall act as Secretary at all meetings of
the stockholders and in his absence the Chairman of the meeting may appoint any
person to act as Secretary.
9. At each meeting of stockholders every stockholder entitled to vote may
vote in person or by proxy, and shall have one vote for each share of stock
registered in his name. The Board of Directors may fix a day not more than
fifty days prior to the day of holding any meeting of the stockholders as the
day as of which stockholders entitled to notice of and to vote at such meeting
shall be determined, and all persons who shall be holders of record of voting
stock at such time and no other shall be entitled to notice of and to vote at
such meeting.
10. At all elections of directors the polls shall be opened and closed, the
proxies shall be received and taken in charge and all ballots shall be received
and counted by two inspectors who shall be appointed by the Board. If any
inspector shall fail to attend or refuse to act, the vacancy may be filled at
the meeting by the Chairman of the meeting. No candidate for election as
director shall be appointed an inspector.
11. The inspectors shall, before entering upon the discharge of their
duties, be sworn to faithfully execute the duties of inspector at such meeting
with strict impartiality and according to the best of their ability.
ARTICLE I-A
-----------
NOMINATION OF DIRECTORS AND PRESENTATION
OF BUSINESS AT STOCKHOLDER MEETINGS
-----------------------------------
1. Nominations of persons for election to the Board of Directors of the
Company and the proposal of business to be considered by the stockholders may be
made at an annual meeting of stockholders (i) pursuant to the Company's notice
of meeting, (ii) by or at the direction of the Board of Directors or (iii) by
any stockholder of the Company who was a stockholder of record at the time of
giving of notice provided for in this Article I-A, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Article I-A.
2. For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of Section 1 of this
Article I-A, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Company not
less than 60 days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than 30 days or delayed by more
than 60 days from such anniversary date, notice by the stockholder to be timely
must be so delivered not earlier than the 90th day prior to such annual meeting
and not later than the close of business on the later of the 60th day prior to
such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. Such stockholder's
notice shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the
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<PAGE>
proxy statement as a nominee and to serving as a director if elected); (ii) as
to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; (iii) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (a) the name and address of such stockholder, as they appear on
the Company's books, and of such beneficial owner and (b) the class and number
of shares of the Company which are owned beneficially and of record by such
stockholder and such beneficial owner.
Notwithstanding anything in the second sentence of this Section 2 to
the contrary, in the event that the number of directors to be elected to the
Board of Directors of the Company is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Company at least 70 days prior to
the first anniversary of the preceding year's annual meeting, a stockholder's
notice shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Company not later than the
close of business on the 10th day following the day on which such public
announcement is first made by the Company.
3. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Company's notice of meeting. Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Company's notice of meeting (A) by or at the
direction of the Board of Directors or (B) provided that the Board of Directors
has determined that directors shall be elected at such special meeting, by any
stockholder of the Company who is a stockholder of record at the time of giving
of notice provided for in this Article I-A, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Article I-
A. In the event the Company calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board, any such stockholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Company's notice of meeting, if the
stockholder's notice required by Section 2 of this Article I-A shall be
delivered to the Secretary at the principal executive offices of the Company not
earlier than the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
4. Only such persons who are nominated in accordance with the procedures
set forth in this Article I-A shall be eligible to serve as directors and only
such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Article I-A. The Chairman of the meeting of stockholders shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Article I-A and, if any proposed nomination or business is not in
compliance with this Article I-A, to declare that such defective nominations or
proposal shall be disregarded.
-16-
<PAGE>
5. For purposes of this Article I-A, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Sections 13, 14
or 15(d) of the Exchange Act.
6. Notwithstanding the foregoing provisions of this Article I-A, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Article I-A. Nothing in this Article I-A shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the
Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. The business and affairs of the corporation shall be managed under the
direction of the Board of Directors. Unless and until changed as provided in
this Section 1 of this Article II, the number of directors constituting the
Board of Directors shall be fifteen (15). The Board of Directors shall have
power from time to time and at any time, by vote of a majority of the total
number of directors which the corporation would have if there were no vacancies
on the Board, to increase or reduce the number of directors constituting the
Board of Directors to such number (subject to any limits contained in the
certificate of incorporation) as the Board of Directors shall determine, but in
no event to less than twelve (12) or more than twenty-five (25). Subject to the
express terms and conditions of the certificate of incorporation and these By-
Laws, the directors shall have the usual and customary powers and duties
of directors of a corporation; also any and all powers given and permitted by
law; and also power to exercise any and all powers of the corporation, and to do
any and all acts without any prior action taken or consent given by the
stockholders, unless required by law, or the certificate of incorporation, or by
these By-Laws; the directors may exercise all powers, and do all acts and things
which are not, by statute or by the certificate of incorporation or these By-
Laws, expressly directed or required to be exercised or done by the
stockholders.
2. Without prejudice to the general powers conferred by the last preceding
section, and the other powers conferred by the certificate of incorporation and
by these By-Laws, it is hereby expressly declared that the Board of Directors
shall have the following powers, that is to say:
FIRST: From time to time to make and change rules and regulations, not
inconsistent with these By-Laws, for the management of the Company's
business and affairs.
SECOND: To purchase or otherwise acquire for the Company and property,
rights or privileges which the Company is authorized to acquire, at such
price and on such terms and conditions, and for such consideration, as
they shall, from time to time, see fit.
THIRD: At their discretion to pay for any property or rights acquired by
the Company, either wholly or partly, in money or in stocks, bonds,
debentures or other securities of the Company.
-17-
<PAGE>
FOURTH: To appoint and at their discretion remove or suspend such
subordinate officers, agents or servants, permanently or temporarily, as
they may, from time to time, think fit, and to determine their duties, and
fix, and, from time to time, change their salaries or emoluments, and to
require security in such instance and in such amounts as they think fit.
FIFTH: To confer by resolution upon any elected or appointed officer of
the Company the power to choose, remove or suspend subordinate officers,
agents or servants.
SIXTH: To appoint any person or persons to accept and hold in trust for
the Company any property belonging to the Company, or in which it is
interested, or for any other purpose, and to execute and do all such
duties and things as may be requisite in relation to any such trust.
SEVENTH: To determine who shall be authorized on the Company's behalf, to
sign bills, notes, receipts, acceptances, endorsements, checks, releases,
contracts and documents.
EIGHTH: From time to time to provide for the management of the affairs of
the Company, at home or abroad, in such manner as they see fit, and in
particular, from time to time, to delegate any of the powers of the Board
of Directors in the course of the current business of the Company, to any
special or standing committee or to any officer or agent, and to appoint
any persons to be the agents of the Company, with such powers (including
the power to sub-delegate), and upon such terms, as may be thought fit.
NINTH: To appoint an Executive Committee of three or more directors and
such other persons as may be added thereto by specific resolution of the
Board, who may meet at stated times, or on notice to all by any of their
own number; who shall generally perform such duties and exercise such
powers as may be directed or delegated by the Board of Directors from time
to time. The Board may delegate to such Committee authority to exercise
the powers of the Board while the Board is not in session, except as
otherwise provided by law. The Executive Committee shall keep regular
minutes of its proceedings and report the same to the Board when required.
3. Each director shall serve for the term for which he shall be elected
and until his successor shall be chosen and shall accept his election, but any
director may resign at any time.
4. The directors may hold their meetings and may have an office and keep
the books of the Company at such place or places as the Board from time to time
may determine.
5. A regular meeting of the Board of Directors shall be held each year,
either immediately following adjournment of the Annual Meeting of Stockholders
or at such other time as may be fixed by the Chairman of the Board or the
President but on a date no later than 60 days following the adjournment of the
Annual Meeting of Stockholders, for the purpose of electing officers, members of
the Executive Committee, members of the other committees of the Board, and to
organize the Board for the ensuing year. Regular meetings of the Board of
Directors shall also be held monthly at such time and place as may be fixed by
the Chairman of the Board, or the President. Notice shall be given to each
director of the date of each regular meeting by the Secretary in the same manner
as provided in Article II, Section 7, of these By-Laws for notice of special
meetings of directors.
-18-
<PAGE>
6. Special meetings of the Board shall be held whenever called by the
Chairman, or by the President, or by the Secretary upon receiving the written
request of a majority of the directors of the Board then in office. If so
specified in the notice thereof, any and all business may be transacted by a
special meeting.
7. The Secretary shall give notice to each director of each special
meeting by mailing the same, at least two days before the meeting, or by
telegraphing or telephoning not later than the day before the meeting. If every
director shall be present at any meeting any business may be transacted without
previous notice.
8. A majority of the entire Board of Directors shall constitute a quorum
for the transaction of business, except where otherwise provided by statute or
by the certificate of incorporation or by these By-Laws, and a majority of those
present at the time and place of any regular or special meeting may adjourn the
same from time to time without notice.
9. Any one or more members of the Board may participate in a meeting of
the Board by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE III
-----------
COMMITTEES
----------
1. The Board may appoint such committees, as it may deem advisable.
Committees so appointed shall have such powers and duties as may be specified in
the resolution of appointment.
2. Each committee shall keep regular minutes of its proceedings and
report the same to the Board when required.
3. Any one or more members of any such committee may participate in a
meeting of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
4. Any action required or permitted to be taken at any meeting of any
committee may be taken without a meeting, if all members of the committee
consent in writing to the adoption of a resolution authorizing the action and if
the resolution and the written consent thereto are filed with the proceedings of
the committee.
-19-
<PAGE>
ARTICLE IV
----------
OFFICERS
--------
1. The elective officers of the Corporation other than directors shall be
a Chairman of the Board of Directors, a President, one or more Vice-Presidents,
a Secretary and a Treasurer. Any two of the aforesaid office may be filled by
the same person. For purposes of these By-Laws the office of Vice-President
also may include one or more Executive Vice-Presidents and one or more Senior
Vice-Presidents. The term of office of each of said officers shall continue
until the next annual election of directors and the selection of his successor
by the Board of Directors. Any officer may, at any time, with or without cause,
be suspended or removed from office by the affirmative vote of a majority of the
entire Board at a meeting thereof. The Chairman of the Board and the President
shall be chosen from among the directors.
2. The Chairman of the Board when present shall preside at all meetings
of the Board of Directors and at all meetings of the stockholders. He shall
perform all duties incident to the office of the Chairman of the Board. The
Chairman also shall be the Chief Executive Officer of the Corporation and shall
be responsible for the general and active supervision and direction of the
business, policies and activities of the Corporation, subject to the control of
the Board of Directors. He may execute on behalf of the Corporation all
authorized deeds, bonds, mortgages, contracts, documents and papers and may
affix thereto the corporate seal when required. He shall have power to sign
debentures and certificates of stock of the Corporation.
3. The President shall be the Chief Operating Officer of the Corporation
and shall have general responsibility for directing, administering and
coordinating the operational phases of the Corporation's business, subject to
the control of the Chairman and Chief Executive Officer. He shall have such
duties as the Board may from time to time determine or as may be prescribed by
these By-Laws. He shall be responsible for seeing that the orders and
resolutions of the Board are carried into effect. He may execute on behalf of
the Corporation all authorized deeds, bonds, mortgages, contracts, documents and
papers and may affix thereto the corporate seal when required. He shall have
power to sign debentures and certificates of stock of the Corporation.
If the office of the Chairman of the Board shall be vacant, or if the
person holding that office shall be absent, the President shall preside at
meetings of stockholders and of the Board of Directors.
4. In the absence or inability to act of both the Chairman and the
President, the Board may designate any senior corporate officer to perform the
duties of temporary Chairman which shall include presiding at meetings of
stockholders and of the Board of Directors.
5. The Board may elect or appoint one or more Vice-Presidents.
Each Vice-President shall have such powers and shall perform such duties as may
be assigned to him by the Board or by the President. In case of the absence or
disability of the President the duties of that office shall be performed by
whomever the Board shall determine by resolution.
-20-
<PAGE>
6. The Secretary shall be sworn to the faithful discharge of his duties;
he shall attend all meetings of the directors and stockholders, and shall record
all the proceedings of such meetings in a book to be kept for that purpose, and
shall perform like duties for standing committees when required. He shall have
charge of the giving of notice of meetings of stockholders and directors, and
perform all the duties assigned to him by the Board of Directors, or usual for
the Secretary of a Corporation to perform. He, or the Treasurer shall, with the
Chairman or President sign all debentures and stock certificates of the Company.
7. The Treasurer shall keep or cause to be kept full and true books of
account and records of all receipts and disbursements, property, assets and
liabilities of the Corporation, in books belonging to the Company, and shall
deposit all moneys, securities, and valuables of the Corporation in the name of
and to the credit of the Corporation, in such depositories as shall be
designated by the Board of Directors. He shall disburse funds of the Company as
ordered by the Board, taking proper vouchers therefor and shall render to the
President and the Board of Directors, at regular meetings or whenever required,
an account of all financial transactions of the Company. He shall also have
power to sign debentures and certificates of stock of the Company, checks,
notes, bills of exchange or other negotiable instruments for and in the name of
the Company. He shall perform all other duties incident to the position of
Treasurer, subject to the control of the Board.
8. The Board of Directors shall have power to appoint one or more
Assistant Treasurers, Assistant Secretaries, Controller or Assistant Controllers
who shall have such powers and perform such duties as may be designated by the
Board.
9. The amount of salaries, wages, or other compensation to be paid to the
officers, employees and agents of the Company shall be determined from time to
time by the Board or by an Executive Officer or Committee to whom this work
shall be delegated. No officer shall be incapacitated to receive a regular
salary or fixed compensation by reason of being a director of the Corporation.
ARTICLE IV-A
------------
1. Bank Accounts, Deposits, Checks, Drafts and Orders Issued in the
Company's Name. Any two of the following officers: the Chairman, President,
any Vice-President, and the Treasurer, Secretary or Controller may from time to
time (1) open and keep in the name and on behalf of the Company, with such
banks, trust companies or other depositories as they may designate, general and
special bank accounts for the funds of the Company, and (2) terminate any such
bank accounts. Any such action by two of the officers as specified above shall
be made by an instrument in writing signed by such two officers and filed with
the Secretary. A copy of such instrument, certified by the Secretary or an
Assistant Secretary, shall be evidence to all concerned that the designations or
terminations therein contained are duly authorized on behalf of the Company at
the time of the certification.
All funds and securities of the Company shall be deposited in such
banks, trust companies or other depositories as are designated by the Board of
Directors or by the aforesaid officers in the manner hereinabove provided, and
for the purpose of such deposits, the Chairman, President, any Vice-President,
the Secretary, the Controller, the Treasurer or an Assistant Treasurer, and each
of them, or any other person or persons authorized by the Board of Directors,
may endorse, assign and deliver checks, notes, drafts, and other orders for the
payment of money which are payable to the Company.
-21-
<PAGE>
All checks, drafts, or orders for the payment of money, drawn in the
name of the Company, may be signed by the Chairman, President, any Vice-
President, the Secretary, the Treasurer or any Assistant Treasurer, or by any
other officer or any employee of the Company who shall from time to time be
designated to sign checks, drafts, or orders on all accounts or on any specific
account of the Company by an "instrument of designation" signed by any two of
the following officers: The Chairman, President, any Vice-President, and the
Treasurer, and filed with the Secretary. The Secretary or any Assistant
Secretary shall make certified copies of such instruments of designation and
such certified copies shall be evidence to all concerned of the authority of the
persons designated therein at the time of the certification. An instrument of
designation may provide for (1) the facsimile signature of any person authorized
to sign by such instrument or by this Section, or (2) the revocation of
authority of any person (other than an officer named in this Section) to sign
checks, drafts or orders drawn in the name of the Company.
ARTICLE IV-B
------------
INDEMNIFICATION
---------------
1. Any person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that such person or
such person's testator or intestate is or was a director, officer or employee of
the Corporation or serves or served any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity at the
request of the Corporation shall be indemnified by the Corporation, and the
Corporation may advance such person's related expenses, to the full extent
permitted by law.
For purposes of this section, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees, so that any
person who is or was a director, officer or employee of such constituent
corporation, or is or was serving at the request of such constituent corporation
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity at the request of the Corporation, shall
stand in the same position under the provisions of this section with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.
ARTICLE V
---------
CAPITAL STOCK
-------------
1. The instruments of debentures, certificate of shares of the preferred,
preference and common capital stock of the Company shall be in such form as
shall be approved by the Board of Directors. The certificates shall be signed
by the Chairman of the Board or the President and also by the Secretary or the
Treasurer. The seal of the Corporation shall be affixed to all certificates.
The signatures of the officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employee.
-22-
<PAGE>
2. All certificates shall be consecutively numbered, and the names of the
owners, the number of shares and the date of issue, shall be entered in the
Company's books.
3. The Company or its duly authorized stock transfer agent shall keep a
book to be known as the stock book, containing the names, alphabetically
arranged, of all persons who are stockholders of the Corporation, showing their
places of residence, the number of shares of preferred, preference and common
stock held by each respectively, and the time when each became the owner
thereof, also entries showing from and to whom such shares shall be transferred,
and the number and denomination of all revenue stamps used to evidence the
payment of the stock transfer tax as required by the laws of the State of New
York, which books shall be open daily, during usual business hours, for
inspection by any person who shall have been a stockholder of record in such
Corporation for a least six months immediately preceding his demand; or by any
person holding or thereunto in writing authorized by the holders of at least
five per centum of any class of its outstanding shares, upon at least five days
written demand. Persons so entitled to inspect stock books may make extracts
therefrom.
4. Shares shall be transferred only on the books of the Corporation by
the holder thereof in person or by his attorney upon the surrender and
cancellation of certificates for a like number of shares, and upon tender of
stock transfer stamps or the equivalent in money sufficient to satisfy all legal
requirements.
5. The Board may make such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates of
stock of the Company.
6. Certificates for shares of stock or for debentures in the Corporation
may be issued in lieu of certificates alleged to have been lost, stolen,
destroyed, mutilated, or abandoned, upon the receipt of (1) such evidence of
loss, theft, destruction or mutilation and a bond of indemnity in such amount,
upon such terms and with such surety, if any, as the Board of Directors may
require in each specific case, or (2) a request by an appropriate governmental
agency or representative for the reissuance of a stock certificate claimed to be
abandoned or escheated in accordance with the abandoned property or similar law
of the state, or (3) in accordance with general resolutions.
ARTICLE VI
----------
SEAL
----
1. The Board shall provide a suitable seal, containing the name of the
Corporation, the year of its creation, and the words "Corporate Seal, N.Y." or
other appropriate words, which seal shall be in charge of the Secretary, to be
used as directed by the Board.
ARTICLE VII
-----------
FISCAL YEAR
-----------
1. The fiscal year of the Corporation shall begin the first business day
in January.
-23-
<PAGE>
ARTICLE VIII
------------
NOTICE AND WAIVER OF NOTICE
---------------------------
1. Any notice required to be given by these By-Laws may be given by
mailing the same addressed to the person entitled thereto at his address as
shown on the Company's books, and such notice shall be deemed to be given at the
time of such mailing.
2. Any stockholder, director or officer may waive any notice required
to be given by these By-Laws.
ARTICLE IX
----------
AMENDMENTS
----------
1. Subject to the terms and conditions of the certificate of
incorporation, the Board of Directors shall have power to make, amend, and
repeal the By-Laws of the corporation, by a vote of the majority of all the
directors present at any regular or special meeting of the Board, provided a
quorum is in attendance and provided further that notice of intention to make,
amend or repeal the By-Laws in whole or in part at such meeting shall have been
previously given to each member of the Board.
-24-
<PAGE>
<TABLE>
Exhibit (12)
The McGraw-Hill Companies, Inc.
-------------------------------
Computation of Ratio of Earnings to Fixed Charges
-------------------------------------------------
Periods Ended March 31, 1996
----------------------------
<CAPTION>
Three Twelve
Months Months
--------- ---------
(In thousands)
<S> <C> <C>
Earnings
Earnings from continuing operations
before income tax expense (Note)...... $ 26,020 $ 385,494
Fixed charges........................... 19,792 90,299
Capitalized interest.................... - (310)
--------- ---------
Total Earnings....................... $ 45,812 $ 475,483
========= =========
Fixed Charges (Note)
Interest expense........................ $ 12,247 $ 61,576
Portion of rental payments deemed to be
interest.............................. 7,545 28,723
--------- ---------
Total Fixed Charges.................. $ 19,792 $ 90,299
========= =========
Ratio of Earnings to Fixed Charges 2.3x 5.3x
<FN>
(Note) For purposes of computing the ratio of earnings to fixed charges,
"earnings from continuing operations before income taxes" excludes
undistributed equity in income of less than 50%-owned companies. "Fixed
charges" consist of (1) interest on debt and capital leases, and (2) the
portion of the company's rental expense deemed representative of the
interest factor in rental expense.
</FN>
</TABLE>
-25-
</PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 14,350
<SECURITIES> 0
<RECEIVABLES> 799,243
<ALLOWANCES> 81,534
<INVENTORY> 268,008
<CURRENT-ASSETS> 1,145,869
<PP&E> 829,553
<DEPRECIATION> 504,458
<TOTAL-ASSETS> 3,038,415
<CURRENT-LIABILITIES> 986,032
<BONDS> 0
<COMMON> 102,919
14
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,038,415
<SALES> 583,851
<TOTAL-REVENUES> 583,851
<CGS> 550,415
<TOTAL-COSTS> 550,415
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 18,419
<INTEREST-EXPENSE> 11,419
<INCOME-PRETAX> 27,259
<INCOME-TAX> 11,067
<INCOME-CONTINUING> 16,192
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,192
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
