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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
INFORMATION STATEMENT
PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____6____)
NAME OF ISSUER: McKesson Corporation
TITLE OF CLASS OF SECURITIES: Common Stock, Par Value $0.01
Per Share
CUSIP NO. 581557105
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(1) NAME OF REPORTING PERSON: The Chase Manhattan Corporation
The Chase Manhattan Bank
McKesson Corporation Profit-Sharing Investment Plan
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
CMC 13-2633613
Chase- 13-4994650
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) []
(B) []
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: CMC -Delaware
Chase- New York
Plan - New York
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER:
22,378 Common Shares
(6) SHARED VOTING POWER:
10,579,045 Common Shares
(7) SOLE DISPOSITIVE POWER:
22,378 Common Shares
(8) SHARED DISPOSITIVE POWER:
10,579,045 Common Shares
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
10,601,423 Common Shares
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:
0 Common Shares
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
15.90%
(12) TYPE OF REPORTING PERSON: HC, BK and EP
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FEE BEING PAID: No
ITEM 1 (a) NAME OF ISSUER: McKesson Corporation
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
One Post Street
San Francisco, CA 94104
ITEM 2 (a) NAME OF PERSON FILING:
The Chase Manhattan Corporation ("CMC"),
its wholly owned subsidiary, The Chase
Manhattan Bank, ("Chase") and McKesson
Corporation Profit-Sharing Investment Plan
(the "Plan") and Trust Created Pursuant Thereto
(collectively, the "Filing Persons")
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Attention: Anthony J. Horan, Corporate Secretary
The Chase Manhattan Bank
Global Securities Services
4-Chase MetroTech Center, 18th Fl.
Brooklyn, New York 11245
Attention: Jay H. Berkowitz, Second Vice President
McKesson Corporation Profit-Sharing Investment Plan
c/o The Chase Manhattan Bank, Master Trustee
4-Chase MetroTech Center, 18th Floor
Brooklyn, New York 11245
Attention: Jay H. Berkowitz, Second Vice President
ITEM 2 (c) CITIZENSHIP:
CMC is a corporation organized under the laws of the
State of Delaware.
Chase Manhattan Bank is organized under
the laws of the New York State.
The Plan is governed under the laws of the
State of California, to the extent not pre-empted by
the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, Par Value $0.01 Per Share
("Common Stock")
ITEM 2 (e) CUSIP NO: 581557105
ITEM 3 If this statement is filed pursuant to Rule 13d-
1(b), or 13d-2(b), check whether the persons filing are:
(a)____ Broker of 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 Adviser 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 Rule 13d-1(b)(1)(ii)(F).
(g)_X__ Parent Holding Company, Inc. accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item 7).
(h)____ Group, in accordance with Rule 13d-1(b)
(1)(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned:
The Plan and Trust created pursuant thereto
beneficially own 10,601,423 shares of Common Stock.
(b) Percent of Class:
CMC beneficially owns approximately 25.19%.
Chase and the Plan each beneficially own
approximately 25.19%.
Number of shares as to which the Filing Persons
have:
(i) sole power to vote or to direct the vote:
Chase and CMC have the sole power to vote
or to direct the vote of 22,378 shares of Common Stock.
(ii) shared power to vote or to direct the
vote:
The Plan and Trust created pursuant
thereto share the power to vote or to direct the vote of
10,579,045 shares of Common Stock.
Chase and CMC share the power to vote or
to direct the vote of 10,579,045 shares of Common Stock.
(iii) sole power to dispose or to direct the
disposition of:
Chase and CMC have the sole power to
dispose or to direct the disposition of 22,378 shares of Common
Stock.
(iv) shares 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 10,579,045 shares of commons Stock.
Chase and CMC share the power to dispose
or to direct the disposition of 10,579,045 shares of Common
Stock.
The 10,579,045 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 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 is 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, 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 in the same proportion as the allocated shares of Common Stock
for which instructions are received. PAYSOP Shares for which
no instructions are received are not voted by the Master Trustee.
Pursuant to the terms of the Plan, the administrators
of the Plan may cause the Master Trustee to dispose of shares of
Common Stock under certain limited circumstances.
The actions and duties of the Master Trustee under
the terms of the Trust and the terms of the Plan, including but not
limited to the provisions described above, are subject to the
requirements of ERISA.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf
of Another Person: N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company:
As to CMC, this Schedule is filed pursuant to Rule 13d-
1(b)(iii)(G). Chase is a wholly owned subsidiary of CMC. Chase is a bank
as defined in Section 3(a)(6) of the Securities Exchange Act of 1934.
Item 8. Identification and classification of Members of
the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
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 DO 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.
Exhibits Exhibit 1- Joint Filing Agreement between The
Chase Manhattan Corporation, The Chase Manhattan Bank, and
McKesson Corporation Profit-Sharing and Investment Plan
and Trust Created Pursuant thereto.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
THE CHASE MANHATTAN CORPORATION
Dated: February 14, 1997 By:/s/ Anthony J. Horan,
Corporate Secretary
THE CHASE MANHATTAN BANK
Dated: February 14, 1997 By:/s/ Anthony J. Horan,
Corporate Secretary
McKESSON CORPORATION PROFIT-
SHARING
INVESTMENT PLAN AND TRUST
CREATED
PURSUANT THERETO
By: THE CHASE MANHATTAN
BANK
solely in its capacity as
Master Trustee
of the Trust created
pursuant to the
McKesson Corporation Master
Trust Agreement
Dated: February 14, 1997 By:/s/ Anthony J. Horan,
Corporate Secretary
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(F) of Regulation 13D-G of the
Securities Exchange Act of 1934, the persons or entities below agree to
the joint filing on behalf of each of them of this Statement on
Schedule 13G (including any and all amendments thereto) with respect to
the Common Stock of McKesson Corporation, and further agree that this
joint Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement this 14th day of February, 1997.
THE CHASE MANHATTAN CORPORATION
Dated: February 14, 1997 By:/s/ Anthony J. Horan,
Corporate Secretary
THE CHASE MANHATTAN BANK
Dated: February 14, 1997 BY:/s/ Anthony J. Horan,
Corporate Secretary
McKESSON CORPORATION PROFIT-
SHARING
INVESTMENT PLAN AND TRUST
CREATED
PURSUANT THERETO:
By: The CHASE MANHATTAN BANK
solely in its capacity as
Master Trustee
of the Trust created
pursuant to the
McKesson Corporation Master
Trust Agreement.
Dated: February 14, 1997 BY:/s/ Anthony J. Horan,
Corporate Secretary
