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)
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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
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
---------- ---------- --------- ------------ ------------
Common Stock 4,895,500 $58.75 $287,610,625 $ 87,154.73
of The McGraw-Hill
Companies, Inc.
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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.
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)
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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
--------- ----- ----
/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
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SIGNATURE TITLE DATE --------- ----- ---- *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 |
*By: /s/Kenneth M. Vittor
----------------------------
Kenneth M. Vittor
(Attorney-in-Fact)
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INDEX TO EXHIBITS
(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.
(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
(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 |
(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.
SIGNATURE TITLE DATE
--------- ----- ----
/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
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SIGNATURE TITLE DATE --------- ----- ---- /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 |