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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from-----------to---------------
Commission File Number 1-1023
McGRAW-HILL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-1026995
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 AVENUE OF THE AMERICAS, NEW YORK, N.Y. 10020
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 512-2000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
--------------------------- ------------------------
Common stock - $1 par value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of class)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
-----
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
---- ----
The aggregate market value of voting stock held by nonaffiliates of the
registrant as of February 28, 1994, was $3,412,401,842.
The number of shares of common stock of the registrant outstanding as of
February 28, 1994 was 49,485,689 shares.
Part I, Part II and Part IV incorporate information by reference from
the Annual Report to Shareholders for the year ended December 31, 1993. Part
III incorporates information by reference from the definitive proxy statement
mailed to shareholders on March 21, 1994 for the annual meeting of shareholders
to be held on April 27, 1994.
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TABLE OF CONTENTS
PART I
Item Page
---- ----
1. Business. . . . . . . . . . . . . . . . . . . . . . . . 1-2
2. Properties. . . . . . . . . . . . . . . . . . . . . . . 3-5
3. Legal proceedings . . . . . . . . . . . . . . . . . . . 5
4. Submission of matters to a vote of security holders . . 5
Executive officers of the registrant . . . . . . . . . . . . 6
PART II
5. Market for the registrant's common stock and
related stockholder matters . . . . . . . . . . . . . . 7
6. Selected financial data . . . . . . . . . . . . . . . . 7
7. Management's discussion and analysis of financial
condition and results of operations . . . . . . . . . . 7
8. Consolidated financial statements and supplementary
data . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. Changes in and disagreements with accountants on accounting
and financial disclosure . . . . . . . . . . . . . . . 7
PART III
10. Directors and executive officers of the registrant. . . 8
11. Executive compensation . . . . . . . . . . . . . . . . 8
12. Security ownership of certain beneficial owners
and management . . . . . . . . . . . . . . . . . . . . 8
13. Certain relationships and related transactions . . . . 8
PART IV
14. Exhibits, financial statement schedules, and
reports on Form 8-K . . . . . . . . . . . . . . . . . . 9-13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 13-15
Exhibits . . . . . . . . . . . . . . . . . . . . . . . 16-136
Consent of Independent Auditors - Ernst & Young . . . . . . 137
Supplementary schedules . . . . . . . . . . . . . . . . . . 138-140
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PART I
Item 1. Business
The Registrant, incorporated in December 1925, serves business, professional
and educational markets around the world with information products and
services. Key markets include finance, business, education, law, construction,
medical and health, computers and communications, aerospace and defense. As a
multimedia publishing and information company, the Registrant employs a broad
range of media, including books, magazines, newsletters, software, on-line data
services, CD-ROMs, facsimile and television broadcasting. Most of the
Registrant's products and services face substantial competition from a variety
of sources.
The Registrant's 15,661 employees are located worldwide. They perform the
vital functions of analyzing the nature of changing demands for information and
of channeling the resources necessary to fill those demands. By virtue of the
numerous copyrights and licensing, trade, and other agreements, which are
essential to such a business, the Registrant is able to collect, compile, and
disseminate this information. Substantially all book manufacturing and
magazine printing is handled through a number of independent contractors. The
Registrant's principal raw material is paper, and the Registrant has assured
sources of supply, at competitive prices, adequate for its business needs.
Descriptions of the company's principal products, broad services and markets,
and significant achievements are hereby incorporated by reference from Exhibit
(13), pages 2 and 3 and pages 7 through 22 (textual material) of the
Registrant's 1993 Annual Report to Shareholders.
Information as to Industry Segments
The relative contribution of the industry segments of the Registrant and its
subsidiaries to operating revenue and operating profit and geographic
information for the three years ended December 31, 1993 and the identifiable
assets of each segment at the end of each year, are included in Exhibit (13),
on page 38 and page 39 in the Registrant's 1993 Annual Report to Shareholders
and is hereby incorporated by reference.
Impact of Change In Segments
In 1993, the Registrant realigned its segments to combine the Broadcasting
and Information and Publication Services segments and Tower Group International
into one segment, Information and Media Services.
The Registrant's segments are: (1) Information and Media Services, which
includes Broadcasting, all of the company's publications, construction
information products and Tower Group International; (2) Educational and
Professional Publishing, which includes College, professional and legal
publishing and now also includes the Macmillan/McGraw-Hill School Publishing
Company. The Registrant acquired the remaining 50% of the
Macmillan/McGraw-Hill School Publishing Company from its partner in October
1993 and (3) Financial Services, which includes the Standard & Poor's Ratings
Group and all of the Registrant's Financial Information Services.
-1-
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A summary of the company's revenue and operating profit (unaudited) for the
realigned segments by quarter for the years 1993 and 1992 follows:
1993
----
First Second Third Fourth
Revenue Quarter Quarter Quarter Quarter Year
------- -------- -------- -------- -------- ----------
Information and Media Services $184,191 $201,119 $190,165 $255,601 $ 831,076
Educational and Professional
Publishing 109,935 118,609 190,949 247,951 667,444
Financial Services 172,821 171,179 173,855 179,078 696,933
-------- -------- -------- -------- ----------
$466,947 $490,907 $554,969 $682,630 $2,195,453
======== ======== ======== ======== ==========
Operating Profit/(Loss)
----------------------
Information and Media Services $ 16,105 $ 28,646 $ 15,627 $ 41,966 $ 102,344
Educational and Professional
Publishing (1,644) 1,278 39,539 10,201 49,374
Financial Services 51,731 50,763 48,267 50,104 200,865
-------- -------- -------- -------- ----------
$ 66,192 $ 80,687 $103,433 $102,271 $ 352,583
======== ======== ======== ======== ==========
1992
----
First Second Third Fourth
Revenue Quarter Quarter Quarter Quarter Year
------- -------- -------- -------- -------- ----------
Information and Media Services $190,036 $212,793 $196,496 $266,248 $ 865,573
Educational and Professional
Publishing 109,736 120,974 182,654 153,999 567,363
Financial Services 155,036 150,508 153,574 158,437 617,555
-------- -------- -------- -------- ----------
$454,808 $484,275 $532,724 $578,684 $2,050,491
======== ======== ======== ======== ==========
Operating Profit/(Loss)
----------------------
Information and Media Services $ 17,251 $ 34,604 $ 15,123 $ 46,220 $ 113,198
Educational and Professional
Publishing (1,513) 3,449 36,182 24,628 62,746
Financial Services 42,634 40,308 40,295 45,157 168,394
-------- -------- -------- -------- ----------
$ 58,372 $ 78,361 $ 91,600 $116,005 $ 344,338
======== ======== ======== ======== ==========
-2-
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Item 2. Properties
The Registrant leases office facilities at 394 locations, 322 are in the United
States. In addition, the Registrant owns real property at 25 locations; 22 are
in the United States. The principal facilities of the Registrant are as
follows:
Owned Square
or Feet
Domestic Leased (thousands) Business Unit
- -------- ------- ------------ ---------------
New York, NY leased 1,639 See explanation below
Hightstown, NJ owned See explanation below
Office and Data Ctr. 490
Book Dist. Ctr. 412
New York, NY leased 606 Financial Services
Delran, NJ leased 106 Datapro
Colorado Springs, CO owned Shepard's/McGraw-Hill
Office 181
Manufacturing Plant 63
Denver, CO owned 88 Broadcasting
Indianapolis, IN leased 58 Broadcasting
Englewood, CO owned
Rocky Mt. Data Ctr. 14 Corporate Data Center
Office 119 Financial Services
Lexington, MA owned 53 Corporate Data Center
leased 122 Data Resources
Blue Ridge Summit, PA owned TAB Books
Office 67
Book Dist. Ctr. 114
Peterborough, NH owned 51 Byte
Chicago, IL leased 68 Various operating units
-3-
6
Owned Square
or Feet
Domestic Leased (thousands) Business Unit
- -------- ------- ------------ ---------------
Washington, DC leased 73 Various operating units
Kent, WA leased C.J. Tower
Warehouse/Dist. Ctr 79
Office 6
Monterey, CA owned 207 CTB
Blacklick (Gahanna), OH owned
Book Dist. Ctr. 519 School and Glencoe
Office 57
Westerville, OH owned 59 Glencoe
New York, NY leased 132 School
Columbus, OH leased 76 School and Glencoe
Dublin, OH
Warehouse leased 112 SRA, School and Glencoe
Dallas, TX leased
Assembly Plant 148 School
Office 6
Desoto, TX leased
Book Dist. Ctr. 382 School
Foreign
- -------
Whitby, Canada owned McGraw-Hill Ryerson Ltd.
Office 80
Book Dist. Ctr. 80
Maidenhead, England leased 85 McGraw-Hill International
(U.K.) Ltd.
The Registrant's major lease covers space in its headquarters building in New
York City. The building is owned by Rock-McGraw, Inc., a corporation in which
the Registrant and Rockefeller Group, Inc. are the sole shareholders. The
Registrant occupies approximately 950,000 square feet of the rentable space
under a 30-year lease which includes renewal options for two additional 15-
year periods. In addition, the Registrant subleases for its own account
approximately 693,000 square feet of space for periods up to 25 years.
-4-
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The largest complex owned by the Registrant is located in Highstown, NJ where a
book distribution center and offices for accounting operations, data processing
services, order fulfillment and other service departments are housed. The
Registrant plans to consolidate its domestic book distribution operations by
centralizing the distribution operations in Blue Ridge Summit, PA and
Hightstown, NJ to Columbus and Blacklick, OH.
Item 3. Legal Proceedings
While the Registrant and its subsidiaries are defendants in numerous legal
proceedings in the United States and abroad, neither the Registrant nor its
subsidiaries are a party to, nor are any of their properties subject to, any
known material pending legal proceedings which Registrant believes will result
in a material adverse effect on Registrant's financial statements or business
operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of Registant's security holders during the
last quarter of the period covered by this Report.
-5-
8
Executive Officers of Registrant
Name Age Position
---- --- --------
Joseph L. Dionne 60 Chairman and Chief Executive Officer
Harold McGraw III 45 President and Chief Operating Officer
Robert J. Bahash 48 Executive Vice President and
Chief Financial Officer
Michael K. Hehir 46 Executive Vice President, New Ventures
Robert N. Landes 63 Executive Vice President,
Secretary and General Counsel
Thomas J. Sullivan 58 Executive Vice President,
Administration
Frank J. Kaufman 49 Senior Vice President, Taxes
Barbara A. Munder 48 Senior Vice President and
Executive Assistant to the Chairman
Frank D. Penglase 53 Senior Vice President, Treasury
Operations
Donald S. Rubin 59 Senior Vice President,
Investor Relations
Thomas J. Kilkenny 35 Vice President and Controller
All of the above executive officers of the Registrant have been full-time
employees of the Registrant for more than five years except for
Thomas J. Kilkenny.
Mr. Kilkenny, prior to his becoming an officer of the Registrant on
December 1, 1993, was a director of the Registrant's Corporate Audit
Department since October 1, 1991. Previously he was with Ernst & Young
from 1980 through 1991.
-6-
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PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
The approximate number of holders of the Company's common stock as of February
28, 1994 was 5,724.
1993 1992
----- -----
Dividends per share of common stock:
$.57 per quarter in 1993
$.56 per quarter in 1992 $2.28 $2.24
Information concerning other matters is incorporated herein by reference from
Exhibit (13), from page 46 of the 1993 Annual Report to Shareholders.
Item 6. Selected Financial Data
Incorporated herein by reference from Exhibit (13), from the 1993 Annual Report
to Shareholders, page 30 and page 31.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Incorporated herein by reference from Exhibit (13), from the 1993 Annual Report
to Shareholders, pages 24 to 29 and page 32.
Item 8. Consolidated Financial Statements and Supplementary Data
Incorporated herein by reference from Exhibit (13), from the 1993
Annual Report to Shareholders, pages 33 to 44 and page 46.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
-7-
10
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning directors is incorporated herein by reference from the
Registrant's definitive proxy statement dated March 21, 1994 for the annual
meeting of shareholders to be held on April 27, 1994.
Item 11. Executive Compensation
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 21, 1994 for the annual meeting of shareholders to be
held on April 27, 1994.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 21, 1994 for the annual meeting of shareholders to be
held April 27, 1994.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference from the Registrant's definitive proxy
statement dated March 21, 1994 for the annual meeting of shareholders to be
held April 27, 1994.
-8-
11
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) 1. Financial Statements.
2. Financial Statement Schedules.
McGraw-Hill, Inc.
Index to Financial Statements
And Financial Statement Schedules
Reference
---------------------
Annual Report
Form to Share-
10-K holders (page)
---- --------------
Data incorporated by reference from
Annual Report to Shareholders:
Report of Independent Auditors......... 45
Consolidated balance sheet at
December 31, 1993 and 1992........... 34-35
Consolidated statement of income
for each of the three years in
the period ended December 31, 1993... 33
Consolidated statement of cash flows
for each of the three years in the
period ended December 31, 1993....... 36
Consolidated statement of shareholders'
equity for each of the three years in
the period ended December 31, 1993... 37
Notes to consolidated financial
statements........................... 38-44
Quarterly financial information........ 46
Consent of Independent Auditors............... 137
Consolidated schedules for each of the three
years in the period ended December 31, 1993:
VIII - Reserve for doubtful accounts.... 138
IX - Short term borrowings............ 139
X - Supplementary income statement
information.................... 140
-9-
12
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or the notes thereto.
The financial statements listed in the above index which are included in the
Annual Report to Shareholders for the year ended December 31, 1993 are hereby
incorporated by reference in Exhibit (13). With the exception of the pages
listed in the above index, the 1993 Annual Report to Shareholders is not to be
deemed filed as part of Item 14 (a)(1).
(a) (3) Exhibits.
(3) Articles of Incorporation of Registrant, incorporated by
reference from Registrant's Form SE filed March 29, 1989
in connection with Registrant's Form 10-K for the year ended
December 31, 1988.
(3) By-laws of Registrant.
(4) Indenture dated as of June 15, 1990 between the Registrant, as
issuer, and the Bank of New York, as trustee, incorporated by
reference from Registrant's Form SE filed August 3, 1990 in
connection with Registrant's Form 10-Q for the quarter ended
June 30, 1990.
(4) Instrument defining the rights of security holders, certificate
setting forth the terms of the Registrant's 9.43% Notes due 2000,
incorporated by reference from Registrant's Form SE filed
August 3, 1990 in connection with Registrant's Form 10-Q for the
quarter ended June 30, 1990.
(4) Instrument defining the rights of security holders, certificate
setting forth the terms of the Registrant's Medium-Term Notes,
Series A, incorporated by reference from Registrant's Form SE
filed November 15, 1990 in connection with Registrant's
Form 10-Q for the quarter ended September 30, 1990.
(10) Rights Agreement dated as of October 25, 1989 between Registrant and
Manufacturers Hanover Trust Company, incorporated by reference from
Registrant's Form SE dated October 26, 1989 in connection with
Registrant's Form 8-A.
*(10) Restricted Stock Award Agreement dated December 4, 1987 incorporated
by reference from Registrant's Form SE filed March 30, 1988 in
connection with Registrant's Form 10-K for the year ended
December 31, 1987.
(10) Indemnification Agreements between Registrant and each of its directors
and certain of its executive officers relating to said directors' and
executive officers' services to the Registrant, incorporated by reference
from Registrant's Form SE filed March 27, 1987 in connection with
Registrant's Form 10-K for the year ended December 31, 1986.
*(10) Registrant's 1983 Stock Option Plan for Officers and Key Employees,
incorporated by reference from Registrant's Form SE filed March 29, 1990
in connection with Registrant's Form 10-K for the year ended
December 31, 1989.
-10-
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*(10) Registrant's 1987 Key Employee Stock Incentive Plan.
*(10) Registrant's 1993 Key Employee Stock Incentive Plan.
*(10) Registrant's 1990 Key Executive Short-Term Incentive Compensation Plan, incorporated by reference from Registrant's
Form SE filed March 28, 1991 in connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Key Executive Short-Term Incentive Deferred Compensation Plan.
*(10) Registrant's Executive Deferred Compensation Plan, incorporated by reference from Registrant's Form SE filed March 28, 1991
in connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Senior Executive Severance Plan, incorporated by reference from Registrant's Form SE filed March 29, 1989 in
connection with Registrant's Form 10-K for the year ended December 31, 1988.
(10) Credit Agreement dated as of November 12, 1991 among the Registrant, the Banks' signatory thereto, and Bankers Trust
Company, as Agent incorporated by reference from Registrant's Form SE filed November 18, 1991 in connection with
Registrant's Form 8-K dated November 19, 1991.
(10) First Amendment to Credit Agreement dated as of November 8, 1993 among the Registrant, the Banks' signatory thereto, and
Bankers Trust Company, as Agent, incorporated by reference from Registrant's Form 8-K dated November 15, 1993.
(10) Line of Credit dated as of November 12, 1991 among the Registrant, the Banks' signatory thereto and Bankers Trust Company, As
agent, incorporated by reference from Registrant's Form SE filed November 18, 1991 in connection with Registrant's
Form 8-K dated November 19, 1991.
(10) First Amendment to Line of Credit dated as of November 10, 1992 among the Registrant, the Banks' signatory thereto, and
Bankers Trust Company as Agent, incorporated by reference from Registrant's Form 8-K dated November 16, 1992.
(10) Second Amendment to Line of Credit dated November 8, 1993 among the Registrant, the Banks' signatory thereto, and Bankers
Trust Company, as Agent, incorporated by reference from Registrant's Form 8-K dated November 15, 1993.
(10) Partnership Interest Purchase Agreement, dated as of October 4, 1993, with respect to the Macmillan/McGraw-Hill School
Publishing Company, incorporated by reference from Registrant's Form 8-K dated October 18, 1993.
(10) Trademark Purchase and Sale Agreement (Macmillan), dated as of October 4, 1993, incorporated by reference from Registrant's
Form 8-K dated October 18, 1993.
(10) Trademark Purchase and Sale Agreement (Merrill), dated as of October 4, 1993, incorporated by reference from Registrant's
Form 8-K dated October 18, 1993.
-11-
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*(10) Registrant's Employee Retirement Account Plan Supplement, incorporated by reference from Registrant's Form SE filed March
28, 1991 in connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Employee Retirement Plan Supplement, incorporated by reference from Registrant's Form SE filed March 28, 1991
in connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Savings Incentive Plan Supplement, incorporated by reference from Registrant's Form SE filed March 28, 1991 in
connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, incorporated by reference from
Registrant's Form SE filed March 26, 1992 in connection with Registrant's Form 10-K for the year ended December 31,
1991.
*(10) Registrant's 1993 Stock Payment Plan for Directors, incorporated by reference from Registrant's Proxy Statement dated March
21, 1993.
*(10) Registrant's Director Retirement Plan, incorporated by reference
from Registrant's Form SE filed March 29, 1990 in connection with Registrant's Form 10-K for the year ended December 31,
1989.
*(10) Registrant's Director Deferred Compensation Plan.
(12) Computation of ratio of earnings to fixed charges.
(12) Pro forma Computation of ratio of earnings to fixed charges.
(13) Registrant's 1993 Annual Report to Shareholders. Such Report,
except for those portions thereof which are expressly incorporated by reference in this Form 10-K, is furnished for the
information of the Commission and is not deemed "filed" as part of this Form 10-K.
(21) Subsidiaries of the Registrant.
(23) Consent of Ernst & Young, Independent Auditors.
*These exhibits relate to management contracts or compensatory plan
arrangments.
(b) Reports on Form 8-K.
A report on Form 8-K was filed on November 15, 1993. Item 5 and Item 7 (Exhibit 10) were reported in said report on
Form 8-K.
A report on Form 8-K was filed on October 18, 1993. Item 2 and Item 7 were reported in said report on Form 8-K. The
audited financial statements of the Macmillan/McGraw-Hill School Publishing Company for the three year period ended
December 31, 1992 were incorporated by reference in said report on Form 8-K.
-12-
15
A report on Form 8-K/A No. 1 was filed on October 27, 1993. Item 7 was
reported in said report on Form 8-K/A. The unaudited interim balance
sheet of the Macmillan/McGraw-Hill School Publishing Company as of
September 30, 1993 and the related unaudited statements of income and
cash flows for the nine month period ended September 30, 1993 were
incorporated by reference in said report on Form 8-K/A. The pro forma
statements of income reflecting the acquisition by the Registrant of the
additional 50% of the Macmillan/McGraw-Hill School Publishing Company
were filed in said report on Form 8-K/A.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
McGraw-Hill, Inc.
- -----------------
Registrant
By: /s/ ROBERT N. LANDES
--------------------------------
Robert N. Landes
Executive Vice President, Secretary and General Counsel
March 30, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on March 30, 1994 on behalf of Registrant by the
following persons who signed in the capacities as set forth below under their
respective names. Registrant's board of directors is comprised of fifteen
members and the signatures set forth below of individual board members,
constitute at least a majority of such board.
/s/ JOSEPH L. DIONNE
--------------------------------
Joseph L. Dionne
Chairman and Chief Executive Officer
Director
/s/ HAROLD McGRAW III
--------------------------------
Harold McGraw III
President and Chief Operating Officer
Director
/s/ ROBERT J. BAHASH
--------------------------------
Robert J. Bahash
Executive Vice President and
Chief Financial Officer
-13-
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/s/ THOMAS J. KILKENNY
--------------------------------
Thomas J. Kilkenny
Vice President and Controller
/s/ VARTAN GREGORIAN
--------------------------------
Vartan Gregorian
Director
/s/ JOHN T. HARTLEY
--------------------------------
John T. Hartley
Director
/s/ GEORGE B. HARVEY
--------------------------------
George B. Harvey
Director
/s/ RICHARD H. JENRETTE
--------------------------------
Richard H. Jenrette
Director
/s/ DON JOHNSTON
--------------------------------
Don Johnston
Director
/s/ PETER O. LAWSON-JOHNSTON
--------------------------------
Peter O. Lawson-Johnston
Director
/s/ LINDA KOCH LORIMER
--------------------------------
Linda Koch Lorimer
Director
/s/ DAVID L. LUKE III
--------------------------------
David L. Luke III
Director
-14-
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/s/ JOHN L. McGRAW
--------------------------------
John L. McGraw
Director
/s/ LOIS D. RICE
--------------------------------
Lois D. Rice
Director
/s/ PAUL J. RIZZO
--------------------------------
Paul J. Rizzo
Director
/s/ JAMES H. ROSS
--------------------------------
James H. Ross
Director
/s/ ALVA O. WAY
--------------------------------
Alva O. Way
Director
-15-
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Exhibit Index
(3) Articles of Incorporation of Registrant, incorporated by
reference from Registrant's Form SE filed March 29, 1989
in connection with Registrant's Form 10-K for the year ended
December 31, 1988.
(3) By-laws of Registrant.
(4) Indenture dated as of June 15, 1990 between the Registrant, as
issuer, and the Bank of New York, as trustee, incorporated by
reference from Registrant's Form SE filed August 3, 1990 in
connection with Registrant's Form 10-Q for the quarter ended
June 30, 1990.
(4) Instrument defining the rights of security holders, certificate
setting forth the terms of the Registrant's 9.43% Notes due 2000,
incorporated by reference from Registrant's Form SE filed
August 3, 1990 in connection with Registrant's Form 10-Q for the
quarter ended June 30, 1990.
(4) Instrument defining the rights of security holders, certificate
setting forth the terms of the Registrant's Medium-Term Notes,
Series A, incorporated by reference from Registrant's Form SE
filed November 15, 1990 in connection with Registrant's
Form 10-Q for the quarter ended September 30, 1990.
(10) Rights Agreement dated as of October 25, 1989 between Registrant and
Manufacturers Hanover Trust Company, incorporated by reference from
Registrant's Form SE dated October 26, 1989 in connection with
Registrant's Form 8-A.
*(10) Restricted Stock Award Agreement dated December 4, 1987 incorporated
by reference from Registrant's Form SE filed March 30, 1988 in
connection with Registrant's Form 10-K for the year ended
December 31, 1987.
(10) Indemnification Agreements between Registrant and each of its directors
and certain of its executive officers relating to said directors' and
executive officers' services to the Registrant, incorporated by reference
from Registrant's Form SE filed March 27, 1987 in connection with
Registrant's Form 10-K for the year ended December 31, 1986.
*(10) Registrant's 1983 Stock Option Plan for Officers and Key Employees,
incorporated by reference from Registrant's Form SE filed March 29, 1990
in connection with Registrant's Form 10-K for the year ended
December 31, 1989.
19
*(10) Registrant's 1987 Key Employee Stock Incentive Plan.
*(10) Registrant's 1993 Key Employee Stock Incentive Plan.
*(10) Registrant's 1990 Key Executive Short-Term Incentive Compensation Plan, incorporated by reference from Registrant's
Form SE filed March 28, 1991 in connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Key Executive Short-Term Incentive Deferred Compensation Plan.
*(10) Registrant's Executive Deferred Compensation Plan, incorporated by reference from Registrant's Form SE filed March 28, 1991
in connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Senior Executive Severance Plan, incorporated by reference from Registrant's Form SE filed March 29, 1989 in
connection with Registrant's Form 10-K for the year ended December 31, 1988.
(10) Credit Agreement dated as of November 12, 1991 among the Registrant, the Banks' signatory thereto, and Bankers Trust
Company, as Agent incorporated by reference from Registrant's Form SE filed November 18, 1991 in connection with
Registrant's Form 8-K dated November 19, 1991.
(10) First Amendment to Credit Agreement dated as of November 8, 1993 among the Registrant, the Banks' signatory thereto, and
Bankers Trust Company, as Agent, incorporated by reference from Registrant's Form 8-K dated November 15, 1993.
(10) Line of Credit dated as of November 12, 1991 among the Registrant, the Banks' signatory thereto and Bankers Trust Company, As
agent, incorporated by reference from Registrant's Form SE filed November 18, 1991 in connection with Registrant's
Form 8-K dated November 19, 1991.
(10) First Amendment to Line of Credit dated as of November 10, 1992 among the Registrant, the Banks' signatory thereto, and
Bankers Trust Company as Agent, incorporated by reference from Registrant's Form 8-K dated November 16, 1992.
(10) Second Amendment to Line of Credit dated November 8, 1993 among the Registrant, the Banks' signatory thereto, and Bankers
Trust Company, as Agent, incorporated by reference from Registrant's Form 8-K dated November 15, 1993.
(10) Partnership Interest Purchase Agreement, dated as of October 4, 1993, with respect to the Macmillan/McGraw-Hill School
Publishing Company, incorporated by reference from Registrant's Form 8-K dated October 18, 1993.
(10) Trademark Purchase and Sale Agreement (Macmillan), dated as of October 4, 1993, incorporated by reference from Registrant's
Form 8-K dated October 18, 1993.
(10) Trademark Purchase and Sale Agreement (Merrill), dated as of October 4, 1993, incorporated by reference from Registrant's
Form 8-K dated October 18, 1993.
20
*(10) Registrant's Employee Retirement Account Plan Supplement, incorporated by reference from Registrant's Form SE filed March
28, 1991 in connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Employee Retirement Plan Supplement, incorporated by reference from Registrant's Form SE filed March 28, 1991
in connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Savings Incentive Plan Supplement, incorporated by reference from Registrant's Form SE filed March 28, 1991 in
connection with Registrant's Form 10-K for the year ended December 31, 1990.
*(10) Registrant's Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, incorporated by reference from
Registrant's Form SE filed March 26, 1992 in connection with Registrant's Form 10-K for the year ended December 31,
1991.
*(10) Registrant's 1993 Stock Payment Plan for Directors, incorporated by reference from Registrant's Proxy Statement dated March
21, 1993.
*(10) Registrant's Director Retirement Plan, incorporated by reference
from Registrant's Form SE filed March 29, 1990 in connection with Registrant's Form 10-K for the year ended December 31,
1989.
*(10) Registrant's Director Deferred Compensation Plan.
(12) Computation of ratio of earnings to fixed charges.
(12) Pro forma Computation of ratio of earnings to fixed charges.
(13) Registrant's 1993 Annual Report to Shareholders. Such Report,
except for those portions thereof which are expressly incorporated by reference in this Form 10-K, is furnished for the
information of the Commission and is not deemed "filed" as part of this Form 10-K.
(21) Subsidiaries of the Registrant.
(23) Consent of Ernst & Young, Independent Auditors.
*These exhibits relate to management contracts or compensatory plan
arrangments.
(b) Reports on Form 8-K.
A report on Form 8-K was filed on November 15, 1993. Item 5 and Item 7 (Exhibit 10) were reported in said report on
Form 8-K.
A report on Form 8-K was filed on October 18, 1993. Item 2 and Item 7 were reported in said report on Form 8-K. The
audited financial statements of the Macmillan/McGraw-Hill School Publishing Company for the three year period ended
December 31, 1992 were incorporated by reference in said report on Form 8-K.