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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 28, 1998
THE McGRAW-HILL COMPANIES, INC.
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(Exact Name of Registrant as specified in its charter)
New York 1-1023 13-1026995
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation or
organization)
1221 Avenue of the Americas, New York, New York, 10020
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(Address of Principal Executive Offices) (Zip Code)
(212) 512-2000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
At a meeting held on January 28, 1998 by the Registrant's Board of
Directors, the Board announced that Harold McGraw III would become the Chief
Executive Officer of the Registrant, effective following the Annual Meeting of
Shareholders on April 29, 1998. Mr. McGraw shall retain the office of President
of the Registrant. The Board also announced at its January 28, 1998 meeting that
Joseph L. Dionne shall continue as Chairman of the Board of Directors of the
Registrant following the Annual Meeting of Shareholders on April 29, 1998.
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ITEM 7. EXHIBITS
(99) Press release of the Registrant issued January 28, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 8-K Report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE McGRAW-HILL COMPANIES, INC.
By: /s/ Kenneth M. Vittor
____________________________________
Kenneth M. Vittor
Senior Vice President and
General Counsel
Date: January 29, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
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<S> <C>
(99) Press release of the Registrant issued January 28, 1998.
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[LETTERHEAD THE MCGRAW-HILL COMPANIES]
NEWS RELEASE
FOR IMMEDIATE RELEASE
THE MCGRAW-HILL COMPANIES NAMES HAROLD MCGRAW III
TO SUCCEED JOSEPH L. DIONNE AS CHIEF EXECUTIVE OFFICER
NEW YORK, NY, JANUARY 28, 1998 - The Board of Directors of The McGraw-Hill
Companies announced today that Harold McGraw III, president and chief operating
officer of the company, will succeed Joseph L. Dionne as the global information
provider's chief executive officer, effective April 29, 1998.
Mr. Dionne, who turns 65 this year and has served as CEO since 1983, will
continue as Chairman of the Board of The McGraw-Hill Companies as of the same
date.
The McGraw-Hill Companies is a $3.5 billion global financial services,
publishing, information and media company that includes such renowned brands as
Standard & Poor's, Business Week, and McGraw-Hill educational and professional
learning materials. The CEO-elect, Mr. McGraw, who is 49 years old, goes
informally by the name "Terry," and has been president and COO of The
McGraw-Hill Companies since 1993.
"Terry McGraw has been a driving force behind our global growth strategies and
the steady expansion of our global financial services and publishing operations.
He has been instrumental in the Corporation's record revenues and profits that
we have achieved each year since his appointment," Mr. Dionne said.
"With his proven track record and background," Mr. Dionne said, "Terry McGraw is
the best choice to lead The McGraw-Hill Companies into the 21st Century. I look
forward to working closely with Terry to ensure a smooth transition.
"Since becoming president of the Corporation in 1993, Terry has been
instrumental in expanding our global financial services and publishing
operations, including establishing operations in Latin America, Europe and Asia,
and acquiring the Times-Mirror Higher Education group, which made us the world's
largest educational publisher. He presided over a complex Best Practices review
that significantly improved business practices throughout the entire
Corporation.
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"During Terry's tenure as president and COO our financial performance has been
outstanding, including a doubling of our market capitalization since the end of
1994, superior 1997 results of 16 percent net income growth and 15 percent
revenue growth, and a compound annual rate of earnings growth of 14 percent
since 1993," Mr. Dionne said.
"In his outstanding 17-year career with The McGraw-Hill Companies, Terry has
distinguished himself in leading all segments of the Corporation. During Terry's
five years in charge of our Financial Services business segment, the segment's
operating profits doubled, and our Standard & Poor's products and services now
provide nearly half of the Corporation's profits. As president of what is now
our Information and Media Services segment, he led the global development of our
advertising-related services, and earlier led and reorganized the Corporation's
Transportation, Aerospace & Defense Group."
Harold McGraw III said, "I am enormously grateful for the support of the Board
of Directors and the support of Joe Dionne, who has had a tremendous impact on
The McGraw-Hill Companies during his 30-year career, especially his 15 years as
CEO. Fortunately, I have had the privilege to work closely with Joe and the
Board for many years, which should facilitate a smooth transition and enable our
company to build on its solid performance. Most important, I am confident that
The McGraw-Hill Companies is well-positioned to extend its leadership position
in the fields of financial services, educational and professional publishing,
and information and media services into the next millennium."
Harold McGraw III joined The McGraw-Hill Companies in 1980 as an assistant vice
president of Pension Investment. He moved through positions of increasing
responsibility at the company as the director of Corporate Planning Systems,
vice president of Corporate Planning, group vice president/publisher of
Transportation, Aerospace & Defense, president of the McGraw-Hill Publications
Company, and president of the McGraw-Hill Financial Services Company. In 1989,
he became an executive vice president of the Corporation, and assumed
responsibility for all operating units in 1992. Mr. McGraw was appointed to the
No. 2 position at the Corporation in 1993 as president and chief operating
officer, where he has been responsible for the Corporation's three business
segments -- Educational and Professional Publishing, Financial Services, and
Information and Media Services. Before joining The McGraw-Hill Companies he held
a number of financial positions at GTE, as well as several positions in the
broadcasting industry. His great grandfather James H. McGraw founded The
McGraw-Hill Companies in 1888.
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Mr. Dionne's career at The McGraw-Hill Companies began in 1967 when he joined
the McGraw-Hill Book Company as vice president for Research and Development at
Educational Development Laboratories. He subsequently became the general manager
of the California Test Bureau (now known as CTB/McGraw-Hill), vice president of
the McGraw-Hill Book Company, senior vice president of corporate planning of
McGraw-Hill, president of McGraw-Hill's Information Services Company, and
corporate executive vice president of Operations. He was appointed president and
chief operating officer in 1981, chief executive officer in 1983 and chairman of
the Board of the Corporation in 1988.
Founded in 1888, The McGraw-Hill Companies is a leading information services
provider, meeting worldwide needs in education, business, finance, the
professions and government. Sales in 1997 were $3.5 billion.
# # #
Contacts:
Steven H. Weiss
Senior Director, Corporate Communications
The McGraw-Hill Companies
212-512-2247 (office)
212-580-2565 (home)
[email protected]
Neal Allen
Director, Media Relations
The McGraw-Hill Companies
212-512-3640 (office)
973-331-1352 (home)
[email protected]
