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Registration No. 33-49743
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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)
1993 KEY EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of Plan)
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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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, 1996.
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(c) The Corporation's Current Reports on Form 8-K dated February 19,
1997 and October 29, 1996.
(d) The Corporation's Rights Agreement dated as of October 25, 1989
between the Corporation and The Chase Manhattan Corporation, contained in the
Corporation's Registration Statement on Form 8-A.
(e) 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
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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 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 May 1, 1997, Mr. Vittor beneficially owned 10,963 shares of Common Stock,
and had options to acquire an additional 25,910 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
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policies maintained by the Corporation. In addition, the Corporation has entered
into indemnification agreements with its directors and executive officers. The
Corporation's 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
See Index to Exhibits at page 9 hereof.
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 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
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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 (a)(1)(i) and (a)(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, 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
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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 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 of 1933 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and the State of New York, on this 16th day of June, 1997.
THE McGRAW-HILL COMPANIES, INC.
By /s/Robert J. Bahash
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Robert J. Bahash
(Executive Vice President and
Chief Financial 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>
*Joseph L. Dionne Principal Executive June 16, 1997
Officer and Director
*Robert J. Bahash Principal Financial June 16, 1997
Officer
*Thomas J. Kilkenny Controller June 16, 1997
*John T. Hartley Director June 16, 1997
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
*George B. Harvey Director June 16, 1997
*Richard H. Jenrette Director June 16, 1997
*Harold W. McGraw, III Director June 16, 1997
*Lois Dickson Rice Director June 16, 1997
*Paul J. Rizzo Director June 16, 1997
*James H. Ross Director June 16, 1997
*Alva O. Way Director June 16, 1997
</TABLE>
*By: /s/Robert J. Bahash
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Robert J. Bahash
(Attorney-in-Fact)
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INDEX TO EXHIBITS
Exhibit Number
(4) Articles of Incorporation of the registrant, incorporated by
reference to registrant's Form 10-K for the year ended
December 31,1996.
(4) By-laws of the registrant, incorporated by reference to
registrant's Form 10-K for the year ended December 31, 1996.
(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.
(23) Consent of Kenneth M. Vittor, counsel to the Corporation
(included in Exhibit 5).
(24) Power of Attorney, (i) incorporated by reference to
registrant's Registration Statement on Form S-8, Registration
No. 33-49743, filed July 2, 1993 and (ii) of Thomas J.
Kilkenny.
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(EXHIBIT 5)
June 16, 1997
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 1993 Key Employee Stock Incentive Plan
(the "Plan"), as more fully described in the Registration Statement on Form S-8
and Post-Effective Amendment No. 1 thereto 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 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 Post-Effective Amendment No. 1
thereto and to the reference to this opinion in said Registration Statement, and
any amendments thereto.
Very truly yours,
/s/ Kenneth M. Vittor
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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 1993 Key Employee
Stock Incentive Plan of The McGraw-Hill Companies, Inc. of our reports dated
January 28, 1997 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, 1996 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 16, 1997
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(EXHIBIT 24)
POWER OF ATTORNEY
I, Thomas J. Kilkenny, Controller of The McGraw-Hill Companies, Inc.,
hereby constitute and appoint Robert J. Bahash and Kenneth M. Vittor, and each
of them, my true and lawful attorneys-in-fact and agents, and in my name, place
and stead, in any and all capacities, to sign any and all amendments to
Registration No. 33-49743 and to file the same, with all exhibits thereto and
other 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 connection therewith, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Date: June 16, 1997
/s/Thomas J. Kilkenny
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Thomas J. Kilkenny
