-----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, KXF7Kw8SCfsZkzmqP1vWRsq88uOhtD0y5qqcteP3FLAxHR4wSoiSwX+vsImspMGY NZKPWLP/nsowlS+qkUZqYA== 0001181431-05-060030.txt : 20051107 0001181431-05-060030.hdr.sgml : 20051107 20051107215146 ACCESSION NUMBER: 0001181431-05-060030 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051107 FILED AS OF DATE: 20051107 DATE AS OF CHANGE: 20051107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McPherson Scott E CENTRAL INDEX KEY: 0001338505 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51515 FILM NUMBER: 051184669 BUSINESS ADDRESS: BUSINESS PHONE: 650-589-9445 MAIL ADDRESS: STREET 1: 395 OYSTER POINT BLVD STREET 2: SUITE 415 CITY: SAN FRANCISCO STATE: CA ZIP: 94080 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Core-Mark Holding Company, Inc. CENTRAL INDEX KEY: 0001318084 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 201489747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 395 OYSTER POINT BLVD. STREET 2: #415 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-589-9445 MAIL ADDRESS: STREET 1: 395 OYSTER POINT BLVD. STREET 2: #415 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 3 1 rrd96416.xml FORM 3 X0202 3 2005-11-07 0 0001318084 Core-Mark Holding Company, Inc. CORE 0001338505 McPherson Scott E 395 OYSTER POINT BOULEVARD, SUITE 415 SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Vice President - U.S. Division Stock Option (Right to Buy) 15.50 2005-08-23 2011-08-23 Common Stock 61111 D Restricted Stock Unit 0 2005-08-23 2005-08-23 Common Stock 11000 D Restricted Stock Unit 0 2006-02-01 2006-02-01 Common Stock 0 D One-third of the options vested on August 23, 2005, the remaining options vest in equal monthly installments over the two year period commencing on August 23, 2005, for each month the grantee remains an employee. One-third of the restricted stock units vested on August 23, 2005, the remaining restricted stock units vest in equal monthly installments over the two year period commencing on August 23, 2005, for each month the grantee remains an employee. Vested stock units settle periodically beginning in 2006 until January 1, 2008. Restricted Stock Units settle in Common Stock on a 1:1 basis. One-third of the restricted stock units vest on February 1, 2006, the remaining restricted stock units vest in equal quarterly installments over the two year period commencing on February 1, 2006, for each quarter the grantee remains an employee. Under the Core-Mark Holding Company, Inc. 2005 Long Term Incentive Plan, the amount of common stock issuable upon the settlement of the restricted stock units will be determined by the number of shares having a market value of $288,764, based on the average closing price of the company's common stock over the eleventh through twentieth trading days following the date that the company's common stock becomes listed for quotation on the NASDAQ National Market. /s/ TINA PEOPLES, Attorney-in-Fact 2005-11-07 EX-24.1 2 rrd83239_93737.htm POWER OF ATTORNEY rrd83239_93737.html 

                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jim Wall and Tina Peoples, or either of them signing singly,
and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of
                Core-Mark Holding Company, Inc. (the "Company"), Forms 3, 4, and
                5 in accordance with Section 16(a) of the Securities Exchange
                Act of 1934 and the rules thereunder;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, complete and execute any
                amendment or amendments thereto, and timely file such form with
                the SEC and any stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of October, 2005.

                                                   /s/ Scott E. McPherson
                                              --------------------------------
                                                          Signature

                                                     Scott E. McPherson
                                              --------------------------------
                                                         Print Name
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