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Registration No. 33-[ ]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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 EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of Plan)
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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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CALCULATION OF REGISTRATION FEE
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
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Common Stock 9,530,950 $56.1563 $535,222,887 $141,299
of The McGraw-Hill
Companies, Inc.
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/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 26, 2000, namely $56.1563
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Pursuant to General Instruction E of Form S-8
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Pursuant to General Instruction E of Form S-8, the registrant hereby
incorporates by reference the contents of (i) Registration No. 33-49743, (ii)
Post-Effective Amendment No. 1 to Registration Statement No. 33-49743, and (iii)
Registration No. 33-30043 into this Registration Statement.
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Signatures
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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 28th day of
June, 2000.
THE MCGRAW-HILL COMPANIES, INC.
By: /s/ Harold McGraw III
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Harold McGraw III
(Chairman, President 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.
Signature Title Date
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/s/ Harold McGraw III Principal Executive June 28, 2000
---------------------- Officer and Director
Harold McGraw III
*Robert J. Bahash Principal Financial June 28, 2000
Officer
*Talia G. Griep Controller June 28, 2000
*Pedro Aspe Director June 28, 2000
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Winfried F.W. Bischoff Director June 28, 2000
*Vartan Gregorian Director June 28, 2000
*George B. Harvey Director June 28, 2000
*Linda Koch Lorimer Director June 28, 2000
*Robert P. McGraw Director June 28, 2000
2
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Signature Title Date
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*Lois Dickson Rice Director June 28, 2000
*James H. Ross Director June 28, 2000
*Sidney Taurel Director June 28, 2000
By: /s/ Kenneth M. Vittor
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Kenneth M.Vittor
(Attorney-in-Fact)
3
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INDEX TO EXHIBITS
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Exhibit Number
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(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.
