UNITED STATES
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: June 14, 2011
THE MCGRAW-HILL COMPANIES, INC.
(Exact Name of Registrant as specified in its charter)
| New York | 1-1023 | 13-1026995 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employer Identification No.) |
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On June 14, 2011, The McGraw-Hill Companies, Inc. (“the Registrant”) issued a press release announcing it intends to pursue the divestiture of its Broadcasting Group as part of a portfolio review.
The press release is attached as Exhibit 99 to this Form 8-K and is incorporated in this Item 7.01 by reference. Pursuant to general instruction B.2 to Form 8-K, the information furnished pursuant to Item 7.01, including Exhibit 99, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
The information in this Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| Item 9.01. | Financial Statements and Exhibits . |
| (d) | Exhibits. The following exhibit is furnished with this report: |
| (99) | Press Release of the Registrant, dated June 14, 2011 |
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. | ||
| /s/ Kenneth M. Vittor | ||
| By: | Kenneth M. Vittor | |
| Executive Vice President and | ||
| General Counsel | ||
Dated: June 14, 2011
INDEX TO EXHIBITS
Exhibit Number
| (99) | Press Release of the Registrant, dated June 14, 2011 |
Exhibit 99
McGraw-Hill to Divest Broadcasting Business as Part of Portfolio Review
NEW YORK, June 14, 2011 — The McGraw-Hill Companies (NYSE: MHP) today announced it has retained Morgan Stanley & Co. LLC to pursue the divestiture of its Broadcasting Group. The television stations in the Group are in desirable markets and should be attractive to strategic and financial buyers with a focus on media.
The planned divestiture is part of a continuing portfolio review that McGraw-Hill is undertaking across the enterprise to reevaluate its strategic core and ensure it is appropriately allocating capital to generate shareholder value. The Company is also evaluating G&A costs across the corporation to ensure it continues to support its businesses efficiently.
“McGraw-Hill has successfully evolved its business mix over the years and is committed to driving superior shareholder value by focusing on high-growth global brands and businesses,” said Harold McGraw III, Chairman, President and Chief Executive Officer.
The Broadcasting Group had revenues of almost $100 million in 2010, up 18% over the prior year. It includes ABC affiliates in Denver, Colorado (KMGH-TV), San Diego, California (KGTV), Bakersfield, California (KERO-TV), Indianapolis, Indiana (WRTV) and Azteca America affiliates in Denver, Fort Collins, Colorado Springs, San Diego and Bakersfield.
About The McGraw-Hill Companies : Founded in 1888, The McGraw-Hill Companies is a leading global financial information and education company that helps professionals and students succeed in the Knowledge Economy. With leading brands including Standard & Poor’s, McGraw-Hill Education, Platts energy information services and J.D. Power and Associates, the Corporation has approximately 21,000 employees with more than 280 offices in 40 countries. Sales in 2010 were $6.2 billion. Additional information is available at http://www.mcgraw-hill.com .
The forward-looking statements in this news release involve risks and uncertainties and are subject to change based on various important factors, including worldwide economic, financial, liquidity, political and regulatory conditions; the health of debt (including U.S. residential mortgage-backed securities and collateralized debt obligations) and equity markets, including possible future interest rate changes; the health of the economy and in advertising; the level of expenditures and state new adoptions and open territory sales in the education market; the successful marketing of competitive products; and the effect of competitive products and pricing.
Contacts:
Investor Relations: Donald S. Rubin Senior Vice President, Investor Relations (212) 512-4321 (office) donald_rubin@mcgraw-hill.com
News Media: Patti Röckenwagner, Senior Vice President, Marketing and Communications (212) 512-3533 (office) patti_rockenwagner@mcgraw-hill.com