-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DQsJGm6UiuaDNcprmEOvi8cBsGHmnQt04cgwpTAOMZiHBjkMswh3T2wGFycEyC/0 3rVu4tZ1z0fODBZkxqBVhg== 0000019617-98-000070.txt : 19980219 0000019617-98-000070.hdr.sgml : 19980219 ACCESSION NUMBER: 0000019617-98-000070 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980218 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON CORP CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44207 FILM NUMBER: 98544820 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: MCKESSON PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 MAIL ADDRESS: STREET 1: ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP /DE/ CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 SC 13G/A 1 FILING FOR 2/17/98 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under Information Statement Pursuant to Rules 13d-1 and 13d-2 Under The Securities Exchange Act of 1934 (Amendment No. 3) McKesson Corp New --------------------------------------------------- (Name Of Issuer) Common Par - -------------------------------------------------------------------------------- (Title of Class of Securities) 581557105 ------------------------ (Cusip Number) (Continued on the following page(s)) Page 1 of 6 Pages CUSIP No. 581557105 13G Page 2 of 6 Pages McKesson Corp New. 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON. The Chase Manhattan Corporation SS# 13-2624428 for McKesson Corp and Master Trust Plan SS# 94-3207296 Administered by The Chase Manhattan Bank - SS# 13-4494650 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The Chase Manhattan Corporation CMC - Delaware The Chase Manhattan Bank - CMB - New York McKesson Corporation - Plan-New York NUMBER 5 SOLE VOTING POWER OF 9,485,465 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY None EACH 7 SOLE DISPOSITIVE POWER REPORTING 9,485,465 PERSON WITH 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,485,465 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.27% 12 TYPE OF PERSON REPORTING* CMC - HC CMB - BK Plan - ESOP * SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a).Name of Issuer: McKesson Corp New Item 1(b).Address of Issuer's: Offices Item 2(a).Name of Person Filing: This notice is filed by The Chase Manhattan Corporation (CMC) and its wholly owned subsidiary, The Chase Manhattan Bank (CMB) and McKesson Master Plan Trust (the "Plan) and Trust created pursuant thereto (collectively, the "Filing Persons") Item 2(b). Address of Principal Business CMC: 270 Park Avenue Office: New York, NY 10017 CMB -270 Park Avenue New York, NY 10017 Plan-McKesson Corp Master Plan Trust c/o The Chase Manhattan Bank Item 2(c). Citizenship: CMC - Delaware CMB- New York Item 2(d). Title of Class of Securities: Common Par Item 2(e). CUSIP Number: 581557105 Page 3 of 6 McKesson Corp New Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) |_| Broker or dealer registered under Section 15 of the Act. (b) |X| Bank as defined in Section 3(a)(6) of the Act. (c) |_| Insurance Company as defined in Section 3(a)(19) of the Act. (d) |_| Investment Company registered under Section 8 of the Investment Company Act. (e) |_| Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) |X| Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or endowment Fund [see Section 240.13d-1(b)(1)(ii)(F)]. (g) |X| Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G). (h) |_| Group, in accordance with Section 240.13d-1(ii)(H). Item 4. Ownership: (a) Amount Beneficially Owned: As of December 31, 1997 9,485,465 The plan and Trust created pursuant thereto beneficially own 9,856,230 shares of common stock. (b) Percent of Class: Plan - 10.27% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: The "Plan" has the sole power to vote or to direct the vote of 9,586,230 Plan - 9,485,465 (ii) Shared power to vote or to direct the vote: None Page 4 of 6 McKesson Corp New (iii) Sole power to dispose or to direct the disposition of: The Plan and Trust created pursuant thereto share the power to dispose or to direct the disposition of 9,485,465 shares of common stock. The 9,485,465 shares of common stock are held in the trust created pursuant to the McKesson Corporation Master Trust agreement dated May 27, 1988, and as subsequently amended between Chase as the Master Trustee ( the "Master Trustee") and McKesson Corporation, for the benefit of participants in the Plan (the Trust). Except as set forth below, the Master Trustee is obligated, under the terms of the Trust and the terms of the Plan, to vote , tender or exchange any common stock beneficially owned by the Trust as directed by the participants in the Plan (the "Participants"). For this purpose, each participant acts in the capacity of a named fiduciary with respect to all shares of common stock as to which such Participant has the rights of direction with respect to voting, tender and exchange and any other rights appurtenant to such stock. Under the terms of the trust, and the terms of the Plan, The Master Trustee will vote shares of common stock allocated to the accounts of Participants in accordance with the instructions given by such Participants. Unallocated shares of common stock , together with any allocated shares for which no instructions are received (except for certain shares of common stock allocated to Participants accounts under the PAYSOP feature of the "Plan" (the Paysop Shares)) are voted by the Master Trustee the same proportion as the shares of common stock for which instructions are received. The administrators of the Plan may cause the Master Trustee to dispose of shares of common stock under certain limited circumstances. The actions and the of the Master Trustee under the terms of the Trust, including but not limited to the provisions described above, are subject to the requirements of ERISA. Plan - 9,485,465 (iv) Shared power to dispose or to direct the disposition of: None Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Item 7. Identification and Classification of the Subsidiary Which Holds the Security Being Reported on by the Parent Holding Company: Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of both CMC and its subsidiary, CMB. In lieu of attaching an exhibit hereto, the identity of CMB is as set forth on the cover page hereof. CMB is classified as a Bank, as such term is defined in Section (3) (a) (6) of the Securities Exchange Act of 1934, as amended, Item 8. Identification and Classification of Members of this Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Page 5 of 6 McKesson Corp New Item 10. Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and did not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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: February 12, 1998 The Chase Manhattan Bank THE CHASE MANHATTAN CORPORATION /s/ Allan Nemethy /s/ Anthony J. Horan - ------------------------ ------------------------------ Allan Nemethy Anthony J. Horan Trust Officer Corporate Secretary Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----