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Registration No. 33-[ ]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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 4,895,500 $58.75 $287,610,625 $ 87,154.73
of The McGraw-Hill
Companies, Inc.
</TABLE>
_________________
(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 18, 1997, namely $58.75.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Pursuant to General Instruction E of Form S-8
Pursuant to General Instruction E of Form S-8, the registrant hereby
incorporates by reference the contents of Registration No. 33-49743 and
Post-Effective Amendment No. 1 to Registration Statement No. 33-49743 into this
Registration Statement.
2
<PAGE> 3
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 25th day of
June, 1997.
THE McGRAW-HILL COMPANIES, INC.
By: /s/Joseph L. Dionne
---------------------------------------
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
- ---------------------
Joseph L. Dionne Principal Executive June 25, 1997
Officer and Director
*Robert J. Bahash Principal Financial June 25, 1997
Officer
*Thomas J. Kilkenny Controller June 25, 1997
*Pedro Aspe Director June 25, 1997
*Vartan Gregorian Director June 25, 1997
*John T. Hartley Director June 25, 1997
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
*George B. Harvey Director June 25, 1997
*Richard H. Jenrette Director June 25, 1997
*Linda Koch Lorimer Director June 25, 1997
*Harold W. McGraw, III Director June 25, 1997
*Robert P. McGraw Director June 25, 1997
*Lois Dickson Rice Director June 25, 1997
*Paul J. Rizzo Director June 25, 1997
*James H. Ross Director June 25, 1997
*Sidney Taurel Director June 25, 1997
*Alva O. Way Director June 25, 1997
</TABLE>
*By: /s/Kenneth M. Vittor
----------------------------
Kenneth M. Vittor
(Attorney-in-Fact)
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<PAGE> 5
INDEX TO EXHIBITS
Exhibit Number
--------------
(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.
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(EXHIBIT 5)
June 25, 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
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 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 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 25, 1997
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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 attorneys-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, 4,895,500 additional shares of Common Stock, par value $1.00
per share, of the Corporation issuable in connection with the 1993 Key Employee
Stock Incentive 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 25, 1997
Officer and Director
/s/ Robert J. Bahash
- --------------------------
Robert J. Bahash Principal Financial June 25, 1997
Officer
/s/ Thomas J. Kilkenny
- --------------------------
Thomas J. Kilkenny Controller June 25, 1997
/s/ Pedro Aspe
- --------------------------
Pedro Aspe Director June 25, 1997
/s/ Vartan Gregorian
- --------------------------
Vartan Gregorian Director June 25, 1997
/s/ John T. Hartley
- --------------------------
John T. Hartley Director June 25, 1997
/s/ George B. Harvey
- --------------------------
George B. Harvey Director June 25, 1997
/s/ Richard H. Jenrette
- --------------------------
Richard H. Jenrette Director June 25, 1997
/s/ Linda Koch Lorimer
- --------------------------
Linda Koch Lorimer Director June 25, 1997
</TABLE>
2
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Harold W. McGraw, III
- --------------------------
Harold W. McGraw, III Director June 25, 1997
/s/ Robert P. McGraw
- --------------------------
Robert P. McGraw Director June 25, 1997
/s/ Lois Dickson Rice
- --------------------------
Lois Dickson Rice Director June 25, 1997
/s/ Paul J. Rizzo
- --------------------------
Paul J. Rizzo Director June 25, 1997
/s/ James H. Ross
- --------------------------
James H. Ross Director June 25, 1997
/s/ Sidney Taurel
- --------------------------
Sidney Taurel Director June 25, 1997
/s/ Alva O. Way
- --------------------------
Alva O. Way Director June 25, 1997
</TABLE>
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