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-