-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BptgFcjeTEWr368CvhDnfjBwY8dNjD83D73yGrJGE5fD+/v4z/AAzqm1+YoCglZ7 1RkAoFnKN7RkMyMIWabMjg== 0000898822-05-000917.txt : 20050803 0000898822-05-000917.hdr.sgml : 20050803 20050803104026 ACCESSION NUMBER: 0000898822-05-000917 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCGRAW-HILL COMPANIES INC CENTRAL INDEX KEY: 0000064040 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 131026995 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01023 FILM NUMBER: 05994195 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2125122000 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MCGRAW HILL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MCGRAW PUBLISHING CO DATE OF NAME CHANGE: 19670327 FORMER COMPANY: FORMER CONFORMED NAME: HILL PUBLISHING CO DATE OF NAME CHANGE: 19670327 8-A12B/A 1 form8aa.txt 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. ------------------------------------ (Exact name of registrant as specified in its charter) New York 13-1026995 ---------------------------------------- --------------- (State of Incorporation or Organization) (IRS Employer Identification No.) 1221 Avenue of the Americas, New York, New York 10020 - ----------------------------------------------- --------------- (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. [ ] (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 ------------------- ------------------------------ 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) 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- 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. -3- 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. ------------------------------ (Registrant) By /S/ SCOTT L. BENNETT -------------------- Scott L. Bennett Senior Vice President and Secretary Dated: August 3, 2005 -4- 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. -5- EX-99 2 exhibit995.txt 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 -------------------- -------------------- 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 ----------------- ------------------- Name: Annette Hogan Name: Maggie Sullivan Title: Assistant VP Title: Vice President -2- -----END PRIVACY-ENHANCED MESSAGE-----