MCGRAW-HILL COMPANIES INC
8-K, 1998-04-30
BOOKS: PUBLISHING OR PUBLISHING & PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                          -----------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                         Date of Report: April 29, 1998

                         THE McGRAW-HILL COMPANIES, INC.
                      ------------------------------------
             (Exact name of Registrant as specified in its charter)


New York                            1-1023                  13-1026995
- --------                            ------                  ----------
(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
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (212) 512-2000
                                 --------------
              (Registrant's telephone number, including area code)



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Item 5.  Other Events.

         At a meeting held on April 29, 1998 by the Registrant's Board of
         Directors, the Board elected Harold McGraw III as Chief Executive
         Officer of the Registrant effective immediately. Mr. McGraw shall
         retain the office of President of the Registrant. Mr. McGraw succeeds
         Joseph L. Dionne as Chief Executive Officer. Mr. Dionne shall continue
         as Chairman of the Board. On June 30, 1998, Mr. Dionne will retire as
         an employee of the Registrant and will continue commencing July 1, 1998
         as non-executive Chairman of the Board.



<PAGE>   3




Item 7   Exhibits

   (99)  Press release of the Registrant issued April 29, 1998.


<PAGE>   4



                                   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:  April 30, 1998


<PAGE>   1




NEWS RELEASE


                                                           For Immediate Release

                HAROLD McGRAW III ELECTED CHIEF EXECUTIVE OFFICER
                          OF THE McGRAW-HILL COMPANIES

                            SUCCEEDS JOSEPH L. DIONNE

New York, NY, April 29, 1998 - The Board of Directors of The McGraw-Hill
Companies today elected Harold McGraw III chief executive officer of the
Corporation, succeeding Joseph L. Dionne. Mr. McGraw, who retains the title of
president, assumed the post immediately.

Mr. Dionne, who turns 65 this year and has served as CEO since 1983, will
continue as Chairman of the Board. On June 30 he will retire as an employee of
the company, and will continue as non-executive Chairman of the Board through
the end of 1999.

The McGraw-Hill Companies (NYSE:MHP) is a world leader in global financial
services, publishing, information and media with flagship brands that include
Standard & Poor's, Business Week, and McGraw-Hill educational and professional
learning materials. Mr. McGraw, who is 49 years old, goes informally by the name
"Terry," and had been president and COO of The McGraw-Hill Companies since 1993.

"With his successful 18-year track record, Terry McGraw is the best choice to
lead The McGraw-Hill Companies into the 21st century," Mr. Dionne said. "Terry
has been a key architect of the impressive growth achieved by our worldwide
financial services and publishing operations. He has also been a driving force
behind the Corporation's outstanding financial performance, which includes a
doubling of our market capitalization since the end of 1994, superior 1997
results, and a compound annual rate of earnings growth of 14 percent since 1993.
I look forward to working closely with Terry to ensure a smooth transition."

Mr. McGraw 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 the solid foundation for growth we have established over the past
five years. The McGraw-Hill Companies is well-positioned to extend its
leadership positions in the fields of financial services, educational and
professional publishing, and information and media services into the next
millennium."

                                    - more -

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                                      - 2 -


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. His great grandfather James H. McGraw
founded The McGraw-Hill Companies in 1888.

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]



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