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
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(Name Of Issuer)
Common Par
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(Title of Class of Securities)
581557105
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(Cusip Number)
(Continued on the following page(s))
Page 1 of 6 Pages
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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!
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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
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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
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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
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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
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The Chase Manhattan Bank THE CHASE MANHATTAN CORPORATION
/s/ Allan Nemethy /s/ Anthony J. Horan
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Allan Nemethy Anthony J. Horan
Trust Officer Corporate Secretary
Page 6 of 6
