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 (Date of earliest event reported): October 15, 1996
THE McGRAW-HILL COMPANIES, INC.
______________________________________________________
(Exact Name of Registrant as specified in its charter)
New York 1-1023 13-1026995
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation or
organization)
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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 15, 1996, the Registrant, The McGraw-Hill
Companies, Inc., a New York corporation ("McGraw-Hill"),
acquired: (i) all of the outstanding shares of capital stock
of Times Mirror Higher Education Group, Inc., a Delaware
corporation ("TMHE"), from The Times Mirror Company, a Delaware
corporation ("Times Mirror"), and (ii) certain assets and
liabilities of Mosby-Year Book, Inc., a Missouri corporation
and a wholly-owned subsidiary of Times Mirror ("Mosby"),
relating to Mosby's college-level life and physical science
text publishing business.
The parties had originally entered into an Exchange
Agreement dated as of July 3, 1996, as amended by an Amendment
dated October 15, 1996 (collectively, the "Exchange
Agreement").
In exchange for acquiring the stock of TMHE and certain
college text assets and liabilities of Mosby (collectively, the
"Times Mirror College Business"), McGraw-Hill sold to Times
Mirror all of the outstanding shares of capital stock of its
subsidiary Shepard's/McGraw-Hill, Inc., a Delaware corporation
("Shepard's"). At the closing, McGraw-Hill also received a
cash payment from Times Mirror in the amount of $25,000,000,
less certain specified offsets. In addition, the Exchange
Agreement provides for a post-closing adjustment to the
purchase price which may result in the payment of cash by
either party to the other party.
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The Times Mirror College Business is engaged in the
business of publishing textbooks and other materials and
products for the college education market. Shepard's is
engaged in the business of publishing legal citation materials.
Simultaneously with the closing under the Exchange
Agreement, McGraw-Hill sold the William C. Brown printing
facility in Dubuque, Iowa to Quebecor Printing (USA) Corp.
These printing operations were part of the Times Mirror College
Business. It is anticipated that Quebecor Printing (USA) Corp.
will continue the printing operations and will provide printing
services to McGraw-Hill.
The terms of the Exchange Agreement, including the
agreement with respect to the consideration, were arrived at
pursuant to arms-length negotiations between representatives of
McGraw-Hill, on the one hand, and representatives of Times
Mirror, on the other hand. The transaction was approved by the
McGraw-Hill Board of Directors on June 26, 1996.
No material relationship exists (i) between McGraw-Hill
and Times Mirror; (ii) between any of McGraw-Hill's subsidiary
corporations or affiliates, on the one hand, and Times Mirror
or any of Times Mirror's subsidiary corporations or affiliates,
on the other hand; or (iii) between Times Mirror and any
director or officer of McGraw-Hill, or any associate of any
McGraw-Hill director or officer.
A copy of the Exchange Agreement is attached hereto as
Exhibit 2 and is incorporated in this Form 8-K Report by
reference. The summary of the terms of the Exchange Agreement
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contained in this Form 8-K Report is qualified in its entirety
by reference to such Exhibit.
McGraw-Hill agrees to furnish promptly to the Commission
at its request a copy of any of the exhibits or schedules to
the Exchange Agreement since such exhibits and schedules have
not been appended to the copy of the Exchange Agreement that is
attached to this Form 8-K Report.
A copy of the McGraw-Hill press releases dated July 3,
1996, and October 16, 1996 relating to the transaction covered
by this Report are attached hereto as Exhibit 99 and are
incorporated in this Form 8-K Report by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired;
(b) Pro Forma Financial Information.
The Registrant has submitted a written request to the
Commission for a waiver of the financial statement filing
requirement pursuant to Release No. 34-37802.
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EXHIBITS
(2.1) Exchange Agreement dated as of July 3, 1996.
(2.2) Amendment to Exchange Agreement dated as of October
15, 1996.
(99.1) The McGraw-Hill Companies press release dated July 3,
1996.
(99.2) The McGraw-Hill Companies press release dated October
16, 1996.
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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.
By: /s/ Kenneth M. Vittor
Kenneth M. Vittor
Senior Vice President and
General Counsel
Date: October 29, 1996