SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The McGraw-Hill Companies, Inc.
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(Exact name of registrant as specified in its charter)
New York 13-1026995
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
1221 Avenue of the Americas, New York, New York 10020
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and securities pursuant to Section
is effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check the effective pursuant to General
following box. [X] Instruction A.(d), please check the
following box. [ ]
Securities Act registration statement file number to which this
form relates: _________________
(If applicable)
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Share Purchase Rights New York Stock Exchange, Inc.
Pacific Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
________________________________________________________________________________
(Title of Class)
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Item 1. Description of Securities to be Registered.
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On July 29, 1998, the Board of Directors of The McGraw-Hill
Companies, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$1.00 per share (the "Common Shares"), of the Company. The dividend was paid on
August 14, 1998 (the "Record Date") to the shareholders of record on that date.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agent").
On January 27, 1999, the Company's Board of Directors declared
a two-for-one split of the Common Shares to be effected in the form of a 100%
stock dividend payable on March 8, 1999, to holders of record of the Common
Shares on February 24, 1999 (the "Stock Dividend"). Pursuant to the provisions
of the Rights Agreement, certain adjustments to the number of Rights
outstanding, the number of shares of Series A Preferred Stock, par value $1.00
per share, of the Company (the "Preferred Shares") purchasable upon exercise of
each Right, and the Redemption Price (as defined in the Rights Agreement) are
required as a result of the Stock Dividend. A copy of a Certificate of
Adjustment dated as of March 8, 1999, delivered by the Company to the Rights
Agent and setting forth the required adjustments is attached hereto as Exhibit
99.2 and is incorporated herein by reference. The description of the Rights set
forth below reflects the adjustments arising from the Stock Dividend.
Each Right entitles the registered holder to purchase from the
Company one four-hundredth of a Preferred Share at a price of $150 per one
four-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of a Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the
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surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of a Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on August 14, 2008 (the "Final Expiration Date"), unless
the Rights are earlier redeemed or exchanged by the Company, in each case, as
described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
four-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $25 per share but will be entitled to
an aggregate dividend of 400 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 400 times the payment made per Common Share.
Each Preferred Share will have 400 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 400 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one four-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
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In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one four-hundredth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one four-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.0025 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time on such basis with such conditions as the Board of Directors of the Company
in its sole discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
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The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to any offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the time that a person or group
has acquired beneficial ownership of 20% or more of the Common Shares.
The Rights Agreement, dated as of July 29, 1998, between the
Company and the Rights Agent specifying the terms of the Rights and the form of
press release announcing the declaration of the Rights are attached hereto as
Exhibits 4.1 and 99.1, respectively, and are incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibits and to the Certificate of Adjustment attached hereto
as Exhibit 99.2.
Item 2 Exhibits.
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Exhibit No. Description
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4.1 Rights Agreement, dated as of July 29, 1998,
between The McGraw-Hill Companies, Inc. and
ChaseMellon Shareholder Services, L.L.C. which
includes the form of Right Certificate as
Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B.
(Incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form
8-A filed on August 3, 1998).
99.1 Press release, dated July 29, 1998, issued by the
Company. (Incorporated by reference to Exhibit 99.1
to the Company's Registration Statement on Form
8-A filed on August 3, 1998).
99.2 Certificate of Adjustment delivered by the
Company to ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, on March 8, 1999.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed by the undersigned, thereunto duly authorized.
THE McGRAW-HILL COMPANIES, INC.
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(Registrant)
By /s/ Kenneth M. Vittor
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Kenneth M. Vittor
Executive Vice President and
General Counsel
Dated: March 8, 1999
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THE McGRAW-HILL COMPANINES, INC.
Registration Statement on Form 8-A/A
Exhibit Index
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Exhibit No. Description
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4.1 Rights Agreement, dated as of July 29, 1998,
between The McGraw-Hill Companies, Inc. and
ChaseMellon Shareholder Services, L.L.C. which
includes the form of Right Certificate as
Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B.
(Incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form
8-A filed on August 3, 1998).
99.1 Press release, dated July 29, 1998, issued by the
Company. (Incorporated by reference to Exhibit 99.1
to the Company's Registration Statement on Form 8-A
filed on August 3, 1998).
99.2 Certificate of Adjustment delivered by the
Company to ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, on March 8, 1999.
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EXHIBIT 99.2
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to section 12 of the Rights
Agreement, dated as of July 29, 1998, between The McGraw-Hill Companies, Inc., a
New York corporation (the "Company"), and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Plan"), that:
I. Statement of Facts.
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At its January 27, 1999 meeting, the Company's Board of
Directors declared a two-for-one split of the shares of common stock, par value
$1.00 per share, of the Company (the "Common Shares"), to be effected in the
form of a 100% stock distribution (the "Distribution") on March 8, 1999 to
holders of record of the Company's issued Common Shares on February 24, 1999.
II. Adjustments Pursuant to the Rights Plan.
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Pursuant to the provisions of Sections 11(n) and 23(a) of the
Rights Agreement, certain adjustments to the number of two-hundredths of a
Preferred Share (as defined in the Rights Plan) purchasable upon proper exercise
of each Right (as defined in the Rights Plan) and to the Redemption Price (as
defined in the Rights Plan) shall be effected as of March 8, 1999, in connection
with the Distribution, as set forth below:
1. Pursuant to Section 11(n) of the Rights Agreement,
the number of Preferred Shares purchasable upon proper
exercise of a Right shall be equal to one four-hundredth.
2. Pursuant to Section 23(a) of the Rights Agreement,
the Redemption Price shall be equal to $.0025 per Right.
Dated this 8th day of March, 1999
THE MCGRAW-HILL COMPANIES, INC.
By: /s/ Robert K. Benjamin
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Name: Robert K. Benjamin
Title: Associate General Counsel
and Assistant Secretary
