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
October 28, 2005
Date of Report
(Date of earliest event reported)
THE McGRAW-HILL COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 1-1023 13-1026995
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1221 Avenue of Americas
New York, New York 10020
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(Address of principal executive offices,
including zip code)
(212) 512-2564
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(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
THE McGRAW-HILL COMPANIES, INC.
Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plan.
This Current Report discloses a blackout period being imposed
on directors and executive officers of The McGraw-Hill Companies, Inc. (the
"Company") pursuant to Section 306(a) of Sarbanes-Oxley.
The blackout period is imposed in connection with
transitioning the record keeping services for (i) The Savings Incentive Plan of
The McGraw-Hill Companies, Inc. and Its Subsidiaries; (ii) The Employee
Retirement Account Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries;
(iii) The Standard & Poor's Savings Incentive Plan for Represented Employees;
and (iv) The Standard & Poor's Employee Retirement Account Plan for Represented
Employees from ACS HR Solutions, LLC to Hewitt Associates, LLC. The period is
expected to begin on November 30, 2005 and end on January 3, 2006. On October
28, 2005, the Company sent a notice to its directors and executive officers
informing them of the blackout period dates. Affected directors and executive
officers of the Company will be prohibited from directly or indirectly
acquiring, disposing of or transferring any equity securities of the Company
acquired by them in connection with their service and/or employment with the
Company in such capacities, during the blackout period. The notice was sent to
ensure compliance with Section 306(a) of the Sarbanes-Oxley Act of 2002.
A copy of the notice is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits:
99.1 Notice of Imposition of Blackout Period Pursuant to Section 306
of the Sarbanes-Oxley Act of 2002 dated October 28, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE MCGRAW-HILL COMPANIES, INC.
(Registrant)
Date: October 31, 2005
By: /s/ Kenneth M. Vittor
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Name: Kenneth M. Vittor
Title: Executive Vice President and
General Counsel