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
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 If this form relates to
registration of a class of the registration of a
securities pursuant to class of securities
Section 12(b) of the pursuant to Section
Exchange Act and is 12(g) of the Exchange
effective pursuant to Act and is effective
General Instruction A.(c), pursuant to General
please check the following Instruction A.(d),
box. [x] please check the
following box. [ ]
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(If applicable)
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.
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Securities to be registered pursuant to Section 12(g) of the Act:
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Reference is hereby made to the Registration Statement on Form 8-A filed by The McGraw-Hill Companies, Inc. (the "COMPANY") with the Securities and Exchange Commission on August 3, 1998, as subsequently amended, relating to the Rights Agreement by and between the Company and The Bank of New York ("BONY"), successor to Mellon Investor Services, LLC, in turn successor to ChaseMellon Shareholder Services, L.L.C., dated as of July 29, 1998 (the "RIGHTS AGREEMENT"). Such Forms 8-A and 8-A/A are hereby incorporated by reference.
On July 27, 2005, the Board of Directors of the Company adopted a resolution approving an amendment to the Rights Agreement to change the Final Expiration Date (as defined therein) of the Rights (as defined therein) from August 14, 2008 to August 10, 2005. The Company and BONY subsequently executed an amendment to the Rights Agreement, dated as of July 27, 2005 (the "Amendment"), to so accelerate the Final Expiration Date.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 99.5 hereto and is incorporated herein by reference.
Item 2. EXHIBITS.
EXHIBIT DESCRIPTION
NO.
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 as of 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. (Incorporated by reference to Exhibit
99.2 to the Company's Registration Statement on Form 8-A
filed on March 8, 1999).
-2-
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99.3 Amendment to Rights Agreement, dated as of February 1,
2005, by and between The McGraw-Hill Companies, Inc. and
The Bank of New York. (Incorporated by reference to
Exhibit 99.3 to the Company's Registration Statement on
Form 8-A filed on February 3, 2005).
99.4 Certificate of Adjustment delivered by the Company to The
Bank of New York, as Rights Agent, on May 17, 2005.
(Incorporated by reference to Exhibit 99.4 to the Company's
Registration Statement on Form 8-A filed on May 17, 2005).
99.5 Amendment to Rights Agreement, dated as of July 27, 2005,
by and between The McGraw-Hill Companies, Inc. and The
Bank of New York, as Rights Agent.
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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.
By /S/ SCOTT L. BENNETT
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Scott L. Bennett
Senior Vice President and Secretary
Dated: August 3, 2005
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THE MCGRAW-HILL COMPANIES, INC.
Registration Statement on Form 8-A/A
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NO.
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 as of 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. (Incorporated by reference to Exhibit
99.2 to the Company's Registration Statement on Form 8-A
filed on March 8, 1999).
99.3 Amendment to Rights Agreement, dated as of February 1,
2005, by and between The McGraw-Hill Companies, Inc. and
The Bank of New York. (Incorporated by reference to
Exhibit 99.3 to the Company's Registration Statement on
Form 8-A filed on February 3, 2005).
99.4 Certificate of Adjustment delivered by the Company to The
Bank of New York, as Rights Agent, on May 17, 2005.
(Incorporated by reference to Exhibit 99.4 to the Company's
Registration Statement on Form 8-A filed on May 17, 2005).
99.5 Amendment to Rights Agreement, dated as of July 27, 2005,
by and between The McGraw-Hill Companies, Inc. and The
Bank of New York, as Rights Agent.
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EXHIBIT 99.5
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of July 27, 2005 (this "Amendment"), to the Rights Agreement (the "Rights Agreement"), dated as of July 19, 1998, between The McGraw-Hill Companies, Inc. (the "Company") and The Bank of New York (the "Rights Agent"), as successor rights agent to Mellon Investor Services, LLC, in turn successor to ChaseMellon Shareholder Services, LLC.
Pursuant to Section 27 of the Rights Agreement, prior to any person becoming an Acquiring Person, as such term is defined in the Rights Agreement, the Company may amend any provision of the Rights Agreement. All acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows:
1. The Rights Agreement is hereby modified and amended by changing the date set forth in Section 7(a) (defined as the "Final Expiration Date") from "August 14, 2008" to "August 10, 2005."
2. The Exhibits to the Rights Agreement shall be restated to reflect this Amendment, including all necessary conforming changes.
3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
4. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument. Terms not defined in this Amendment shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement.
5. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first written above.
Attest: THE MCGRAW-HILL COMPANIES, INC.
By: /S/ SCOTT L. BENNETT By: /S/ KENNETH M.VITTOR
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Name: Scott L. Bennett Name: Kenneth M. Vittor
Title: Sr. VP, Assoc. Gen. Title: EVP & General Counsel
Counsel & Secretary
Attest: THE BANK OF NEW YORK
(As Rights Agent)
By: /S/ ANNETTE HOGAN By: /S/ MAGGIE SULLIVAN
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Name: Annette Hogan Name: Maggie Sullivan
Title: Assistant VP Title: Vice President
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