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<SEC-DOCUMENT>0000898822-05-000397.txt : 20050517
<SEC-HEADER>0000898822-05-000397.hdr.sgml : 20050517
<ACCEPTANCE-DATETIME>20050517112906
ACCESSION NUMBER:		0000898822-05-000397
CONFORMED SUBMISSION TYPE:	8-A12B/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050517
DATE AS OF CHANGE:		20050517

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:		05837594

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B/A
<SEQUENCE>1
<FILENAME>mcgraw8aa.txt
<TEXT>




                       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 registration      If this form relates to the
of a class of securities pursuant to          registration class of securities
Section 12(b) of the Exchange Act and         pursuant to Section 12(g) of the
is effective pursuant to General              Exchange Act and is effective
Instruction A.(c), please check the           pursuant to General Instruction
following box. [x]                            A.(d), 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

 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)


<PAGE>


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 amended on March 8, 1999 and
February 3, 2005, 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 29, 1998, the Board of Directors of the Company
declared a dividend of one preferred share purchase right (a "RIGHT") for each
outstanding share of common stock, par value $1.00 per share (the "COMMON
SHARES"), of the Company. The dividend was paid on August 14, 1998 (the "RECORD
DATE") to the shareholders of record on that date. The description and terms of
the Rights are set forth in the Rights Agreement.

        On April 27, 2005, the Board of Directors of the Company
declared a two-for-one split of the Common Shares to be effected in the form of
a 100% stock dividend payable on May 17, 2005, to holders of record of the
Common Shares on May 6, 2005 (the "STOCK DIVIDEND"). Pursuant to the provisions
of the Rights Agreement, certain adjustments to the number of Rights
outstanding, the number of shares of Series A Preferred Stock, par value $1.00
per share, of the Company (the "PREFERRED SHARES") purchasable upon exercise of
each Right, and the Redemption Price (as defined in the Rights Agreement) are
required as a result of the Stock Dividend. A copy of a Certificate of
Adjustment, dated as of May 17, 2005, delivered by the Company to the Rights
Agent and setting forth the required adjustments is attached hereto as Exhibit
99.4 and is incorporated herein by reference. The description of the Rights set
forth below reflects the adjustments arising from the Stock Dividend.

        Each Right entitles the registered holder to purchase from the
Company one eight-hundredth of a Preferred Share at a price of $75 per one
eight-hundredth of a Preferred Share (the "PURCHASE PRICE"), subject to
adjustment.

        Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"ACQUIRING PERSON") have acquired beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares
(the earlier of such dates being called the "DISTRIBUTION DATE"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding, by such Common Share certificate.

        The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of

                                      -2-


<PAGE>


Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

        The Rights are not exercisable until the Distribution Date.
The Rights will expire on August 14, 2008 (the "FINAL EXPIRATION DATE"), unless
the Rights are earlier redeemed or exchanged by the Company, in each case, as
described below.

        The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

        The number of outstanding Rights and the fraction of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

        Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $25 per share but will be entitled to
an aggregate dividend of 800 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 800 times the payment made per Common Share.
Each Preferred Share will have 800 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 800 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.

        Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one eight-hundredth interest in
a Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.

        In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after

                                      -3-


<PAGE>


a person or group has become an Acquiring Person, proper provision will be made
so that each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
Right. In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right.

        At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one eight-hundredth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).

        With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one eight-hundredth of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day prior
to the date of exercise.

        At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.00125 per Right (the
"REDEMPTION PRICE"). The redemption of the Rights may be made effective at such
time, on such basis, and with such conditions as the Board of Directors of the
Company in its sole discretion may establish. Immediately upon any redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.

        The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.

        Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.

        The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to any offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business

                                      -4-


<PAGE>


combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the time that a person or group
has acquired beneficial ownership of 20% or more of the Common Shares.

        The Rights Agreement, dated as of July 29, 1998, between the
Company and the Rights Agent specifying the terms of the Rights and the form of
press release announcing the declaration of the Rights have been filed hereto as
Exhibits 4.1 and 99.1, respectively, and are incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibits and to the Certificate of Adjustment attached hereto
as Exhibit 99.4.

Item 2.  EXHIBITs.


                  EXHIBIT NO.     DESCRIPTION

                  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 the
                                  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.

                                      -5-


<PAGE>


                                   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:  May 17, 2005

                                      -6-


<PAGE>


                         THE MCGRAW-HILL COMPANIES, INC.

                      Registration Statement on Form 8-A/A

                                  EXHIBIT INDEX

                  EXHIBIT NO.     DESCRIPTION

                  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.

                                       -7-


<PAGE>


                            CERTIFICATE OF ADJUSTMENT


        This is to certify pursuant to Section 12 of the Rights
Agreement, dated as of July 29, 1998, between The McGraw-Hill Companies, Inc., a
New York corporation ("THE COMPANY"), and The Bank of New York, as successor
Rights Agent (the "RIGHTS PLAN"), that:

I. STATEMENT OF FACTS.

        At its April 27, 2005 meeting, the Company's Board of
Directors declared a two-for-one split of the shares of common stock, par value
$1.00 per share, of the Company (the "COMMON SHARES"), to be effected in the
form of a 100% stock distribution (the "DISTRIBUTION") on May 17, 2005 to
holders of record of the Company's issued Common Shares on May 6, 2005.

II. ADJUSTMENTS PURSUANT TO THE RIGHTS PLAN.

        Pursuant to the provisions of Sections 11(n) and 23(a) of the
Rights Agreement, certain adjustments to the number of four-hundredths of a
Preferred Share (as defined in the Rights Plan) purchasable upon proper exercise
of each Right (as defined in the Rights Plan) and to the Redemption Price (as
defined in the Rights Plan) shall be effected as of May 17, 2005, in connection
with the Distribution, as set forth below:
               1.       Pursuant to Section 11(n) of the Rights Agreement,
                        the number of Preferred Shares purchasable upon
                        proper exercise of a Right shall be equal to one
                        eight-hundredth of a Preferred Share.

               2.       Pursuant to Section 23(a) of the Rights Agreement, the
                        Redemption Price shall be equal to $.00125 per Right.

Dated this 17th day of May, 2005

                                      THE McGRAW-HILL COMPANIES, INC.


                                      By: /s/ Robert K. Benjamin
                                          ---------------------------
                                      Name: Robert K. Benjamin
                                      Title:  Assistant Secretary




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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