0000903423-11-000418.txt : 20110822 0000903423-11-000418.hdr.sgml : 20110822 20110822171112 ACCESSION NUMBER: 0000903423-11-000418 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110822 DATE AS OF CHANGE: 20110822 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18904 FILM NUMBER: 111050479 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 SC 13D/A 1 ottp-13damcraw_0822.htm Unassociated Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*


The McGraw-Hill Companies, Inc.
(Name of Issuer)

Common Stock, $1.00 par value per share
(Title of Class of Securities)

580645109

(CUSIP Number)

Jeff Davis
Vice-President and Associate General Counsel
Ontario Teachers’ Pension Plan Board
5650 Yonge Street, 3rd Floor
Toronto, Ontario M2M 4H5
Canada
(416) 228-5900

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

August 22, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 


CUSIP No. 580645109
13D
 

1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ontario Teachers’ Pension Plan Board
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)          o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF SHARES
7
SOLE VOTING POWER
6,839,429 shares (See Item 5.)
BENEFICIALLY OWNED BY
8
SHARED VOTING POWER
-0- (See Item 5.)
EACH REPORTING PERSON
9
SOLE DISPOSITIVE POWER
6,839,429 shares (See Item 5.)
WITH
10
SHARED DISPOSITIVE POWER
-0- (See Item 5.)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,839,429 shares (See Item 5.)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     þ
(See Item 5.)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3% (See Item 5.)
14
TYPE OF REPORTING PERSON
 
EP

 
 

 

The Schedule 13D filed on August 1, 2011 (the “Schedule 13D”) relating to the shares (“Shares”) of common stock, $1.00 par value per share, of The McGraw-Hill Companies, Inc., a New York corporation (the “Issuer”), is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D.
 

Item 2.                                Identity and Background.
 
Attached hereto is an amended Schedule A.  Each of the persons listed on Schedule A hereto is a citizen of Canada with the exception of Calum McNeil, who is a citizen of the United Kingdom.
 

Item 4.                                Purpose of the Transaction.
 
Item 4 of the Schedule 13D is hereby supplemented as follows:
 
On August 22, 2011, representatives of the Reporting Person and JANA met with members of the Issuer’s board of directors and management and discussed certain views of each of the Reporting Person and JANA about the Issuer, including views relating to the following:
 
-  
General financial and business review of the Issuer;
 
-  
Competitive and peer group analysis of the Issuer’s primary business segments;
 
-  
Identification of sources of operational and structural underperformance, inefficient capital allocation and lack of synergies between and among business segments and certain other structural challenges facing the Issuer’s operations; and
 
-  
Possible steps to address such challenges and increase shareholder value, including recommendations for divestment of certain of the Issuer’s business segments.
 

Item 5.                                Interest in Securities of the Issuer.
 
 
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are being amended, supplemented and restated as follows:
 
 
(a)           The aggregate percentage of Shares reported to be beneficially owned by Teachers’ is based upon 301,300,000 Shares outstanding, which is the total number of Shares outstanding as of July 15, 2011 as reported in the Issuer's Quarterly Report on Form 10-Q filed on July 28, 2011 for the period ended June 30, 2011.
 
 
As of the close of business on August 22, 2011, Teachers’ beneficially owns 6,839,429 Shares constituting approximately 2.3% of the Shares outstanding.  Upon information and belief, JANA, as of the close of business on August 22, 2011, may be deemed to beneficially own an additional 10,088,564 Shares, constituting approximately 3.3% of the Shares outstanding.  Accordingly, as of the close of business on August 22, 2011, Teachers’ and JANA, in aggregate, may be deemed to beneficially own 16,927,993 Shares, constituting approximately 5.6% of the Shares outstanding.
 
 
 (b)           Teachers’ has sole voting and dispositive power over 6,839,429 Shares, which power is exercised by Teachers’.
 
 
(c)           There have been no further transactions in the Shares effected by Teachers’ since the date of the Schedule 13D.
 


 
 

 

 
SIGNATURE
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated:  August 22, 2011
 
ONTARIO TEACHERS’ PENSION PLAN BOARD

 
By:   /s/ Melissa Kennedy                               

Name:  Melissa Kennedy
Title:  Senior Vice-President




 
 

 


SCHEDULE A

Directors, Executive Officers, and Controlling Persons of Ontario Teachers’ Pension Plan Board


Name
 
Residence or Business Address
 
Occupation or Employment
 
Rod Albert (Director)
566 Rosebank Road South
Pickering, ON   M3B 3R4
 
Director of Board
Helen Kearns (Director)
71 Hudson Drive
Toronto, ON   M4T 2K2
 
President of R.S. Bell & Associates
Hugh Mackenzie (Director)
418 Markham Street
Toronto, ON   M6G 2L2
 
Economic Consultant
Louis Martel (Director)
Greystone Managed Investments Inc.
Canada Trust Tower, BCE Place
Toronto, ON   M5J 2S1
 
Senior Vice-President, Greystone Managed Investments Inc.
Eileen Mercier (Chairperson)
One Post Road, PH #7
Toronto, ON   M3B 3R4
 
President, Finvoy Management Inc.
Sharon Sallows (Director)
40 Edgar Avenue
Toronto, ON   M4W 2A9
 
Partner, Ryegate Capital Corporation
David W. Smith (Director)
37 Byrton Road
Toronto, ON   M5P 1V1
 
Director of Board
Dan Sullivan (Director)
65 Chestnut Park Road
Toronto, ON   M4W 1W7
 
Director of Board
Jean Turmel (Director)
Perseus Capital Inc.
1155 Metcalfe St., 1st floor
Montreal, Quebec   H3B 5G2
 
President, Perseus Capital Inc.
Jacqueline Beaurivage
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President and Head of Enterprise Project Management of Teachers’
 
Russ Bruch
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Investment Operations & Chief Information Officer of Teachers’
 
Jason Chang
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Fixed Income of Teachers’
 
Andrew Claerhout
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
Vice-President, Teachers’ Private Capital of Teachers’
 

 
 

 


Name
 
Residence or Business Address
 
Occupation or Employment
 
James Davis
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Investment Strategy & Innovation of Teachers’
 
Jeff Davis
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President and Associate General Counsel of Teachers’
 
Stephen Dowd
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Senior Vice-President, Infrastructure of Teachers’
 
Kevin Duggan
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Volatility & Strategy of Teachers’
 
Steve Faraone
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Teachers’ Private Capital of Teachers’
 
Zev Frishman
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Structured Portfolios & External Managers of Teachers’
 
Doug Gerhart
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Investment IT Architecture of Teachers’
Maryam Ghiai
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, IT Service Delivery of Teachers’
 
Carol Gordon
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Audit Services of Teachers’
Jonathan Hausman
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Alternative Investments of Teachers’
 
Ziad Hindo
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Global Opportunities of Teachers’
 
Dan Houle
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Investment Operations of Teachers’
 
Tony Kalvik
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, IT Operations of Teachers’
 
Melissa Kennedy
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
General Counsel, Corporate Secretary and Sr. Vice-President, Corporate Affairs of Teachers’
 
Wayne Kozun
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Senior Vice-President, Public Equities of Teachers’
 

 
 

 


Name
 
Residence or Business Address
 
Occupation or Employment
 
Leslie Lefebvre
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Global Active Equities of Teachers’
 
Jim Leech
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
President and Chief Executive Officer of Teachers’
 
Rosemarie McClean
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Senior Vice-President, Member Services of Teachers’
 
David McGraw
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Senior Vice-President and Chief Financial Officer of Teachers’
 
Calum McNeil
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Investment Finance Financial and Management Reporting of Teachers’
 
Marcia Mendes-d’Abreu
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President Human Resources of Teachers’
 
Ron Mock
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Senior Vice-President, Fixed Income and Alternative Investments of Teachers’
 
Jennifer Newman
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Investment Finance Operations of Teachers’
 
Phil Nichols
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, IT Member Services of Teachers’
 
Neil Petroff
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Executive Vice-President, Investments of Teachers’
 
Scott Picket
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Research & Risk of Teachers’
 
 
Jane Rowe
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Senior Vice-President, Teachers’ Private Capital of Teachers’
 
 
William Royan
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Relationship Investing of Teachers’
 
 
Lino (Lee) Sienna
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Long-Term Equities of Teachers’
 
 
Glen Silvestri
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Private Capital of Teachers’
 


 
 

 


Name
 
Residence or Business Address
 
Occupation or Employment
 
Olivia Steedman
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Infrastructure of Teachers’
 
Michael Wissell
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Vice-President, Tactical Asset Allocation of Teachers’
 
George Wong
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
Vice-President, Investment Finance -Compliance, Analytics, Performance & Data Management of Teachers’
 
Barbara Zvan
5650 Yonge Street, 3rd Floor
Toronto, ON   M2M 4H5
 
Senior Vice President Asset Mix & Risk & Chief Investment Risk Officer of Teachers’