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As filed with the Securities and Exchange Commission on March 31, 1999
Registration No. 333-26443
--------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
under
the Securities Act of 1933
McKESSON HBOC, INC. Delaware 94-3207296
McKESSON FINANCING TRUST Delaware 52-6841546
(Exact name of Registrants (State or other (I.R.S. employer
as specified in their jurisdiction of identification numbers)
charters) incorporation or
organization)
McKesson Plaza
One Post Street
San Francisco, California 94104
(415) 983-8300
(Address, including zip code, and telephone number, including area code,
of Registrants' principal executive offices)
Ivan D. Meyerson
Senior Vice President and General Counsel
McKesson HBOC, Inc.
McKesson Plaza, One Post Street
San Francisco, California 94104
(415) 983-8300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
Copies to:
Ivan D. Meyerson Gregg A. Noel
Senior Vice President and General Skadden, Arps, Slate, Meagher & Flom LLP
Counsel 300 South Grand Avenue, Suite 3400
McKesson HBOC, Inc. Los Angeles, California 90071
McKesson Plaza, One Post Street (213) 687-5000
San Francisco, California 94104
(415) 983-8300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: From time to time after this
registration statement becomes effective.
------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities being offered only in connection
with dividend or interest reinvestment plans, please check the following box.
|_|
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 1 to this
Registration Statement is to deregister:
o 902,830 shares of 5% Trust Convertible Preferred Securities issued on
June 18, 1997 by McKesson Financing Trust, a statutory business trust
formed under the laws of the State of Delaware;
o all common stock, par value $.01 per share of McKesson HBOC, Inc., a
Delaware corporation (previously named McKesson Corporation), issuable
upon conversion of the 902,830 Preferred Securities referred to above;
o all 5% Convertible Junior Subordinated Debentures of McKesson HBOC,
Inc.; and
o the underlying Guarantee of McKesson HBOC, Inc.
The Securities and Exchange Commission declared this Registration
Statement effective on June 18, 1997. This Registration Statement was filed in
accordance with a registration rights agreement, dated as of February 20, 1997
(the "Registration Rights Agreement"), by and among McKesson Financing Trust,
McKesson HBOC, Inc. and Morgan Stanley & Co. Incorporated, as initial purchaser.
In the Registration Rights Agreement, McKesson Financing Trust and McKesson
HBOC, Inc. agreed to use their reasonable best efforts to keep the Registration
Statement effective until the earlier of (a) the sale of all Registrable
Securities (as defined in the Registration Rights Agreement) under the
Registration Statement or Rule 144 of the Securities Act, as amended (the
"Securities Act"), and (b) the expiration of the holding period applicable to
sales of the Registrable Securities under Rule 144(k) under the Securities Act,
or any successor provision. This Post-Effective Amendment No. 1 is being filed
in accordance with McKesson Financing Trust's and McKesson HBOC, Inc.'s
undertaking set forth in Part II, Item 17(a)(3) of this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. LIST OF EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
24.1 Power of Attorney, dated as of March 26, 1997 (Exhibit
24(1)).
24.2 Power of Attorney, dated as of March 31, 1999.
- ---------------
(1) Incorporated by reference to designated exhibit to McKesson Corporation's
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on May 3, 1997, Registration No. 333-26443.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on the 31st day
of March, 1999.
McKesson HBOC, Inc.
By: /s/ Richard H. Hawkins
-----------------------------------
Name: Richard H. Hawkins
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board and March 31, 1999
- ------------------------ Director
Charles W. McCall
* President and Chief Executive March 31, 1999
- ------------------------ Officer and Director
Mark A. Pulido (principal executive officer)
/s/ Richard H. Hawkins Executive Vice President and March 31, 1999
- ------------------------ Chief Financial Officer
Richard H. Hawkins (principal financial officer)
* Senior Vice President and March 31, 1999
- ------------------------ Controller
Heidi E. Yodowitz (principal accounting officer)
- ------------------------ Director
Alfred C. Eckert III
* Director March 31, 1999
- ------------------------
Tully M. Friedman
- ------------------------ Director
Alton F. Irby III
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SIGNATURE TITLE DATE
--------- ----- ----
- ------------------------ Director
M. Christine Jacobs
- ------------------------ Director
Gerald E. Mayo
- ------------------------ Director
James V. Napier
* Director March 31, 1999
- ------------------------
David S. Pottruck
* Director March 31, 1999
- ------------------------
Carl E. Reichardt
* Director March 31, 1999
- ------------------------
Alan Seelenfreund
* Director March 31, 1999
- ------------------------
Jane E. Shaw
*By: /s/ Ivan D. Myerson
-------------------
Ivan D. Meyerson
Attorney-in-fact
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Trust certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Francisco, State of California, on the 31st day of March, 1999.
McKesson Financing Trust
By: /s/ Ivan D. Meyerson
-----------------------------------
Name: Ivan D. Meyerson
Title: Trustee
By: /s/ Nancy A. Miller
-----------------------------------
Name: Nancy A. Miller
Title: Trustee
By: /s/ William A. Armstrong
-----------------------------------
Name: William A. Armstrong
Title: Trustee
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
24.1 Power of Attorney, dated as of March 26, 1997
(Exhibit 24(1)).
24.2 Power of Attorney, dated as of March 31, 1999.
- ----------
(1) Incorporated by reference to designated exhibit to McKesson Corporation's
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on May 3, 1997, Registration No. 333-26443.
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EXHIBIT 24.2
POWER OF ATTORNEY
Each of the undersigned directors and each of the undersigned officers
of McKesson HBOC, Inc., a Delaware corporation (the "Corporation"), does hereby
constitute and appoint Ivan D. Meyerson as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in any and all
capacities, to execute and deliver in his or her name and on his or her behalf
any and all post-effective amendments to the Registration Statement on Form S-3
(Registration No. 333-26443) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the deregistration of securities registered
thereunder (the "Securities"), and to file the same with all exhibits thereto
and any other documents in connection therewith and any and all other
certificates, letters, reports, statements, applications and any other documents
and instruments in connection with the deregistration of the Securities which
such attorney-in-fact and agent deems necessary, advisable or appropriate to
enable the Corporation to comply with (i) the Securities Act, the Securities
Exchange Act of 1934, as amended, and the other federal securities laws of the
United States of America and the rules, regulations and requirements of the
Securities and Exchange Commission in respect of any thereof; (ii) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America; and (iii) the securities or similar applicable
laws of any foreign jurisdiction, and each of the undersigned hereby grants unto
such attorney-in-fact and agent or his substitute or substitutes, each and every
act and thing requisite and necessary to be done in and about the premises as
fully as to all intents and purposes as he or she might or could do in person,
and does hereby ratify and confirm as his or her own acts and deeds all that
such attorney-in-fact and agent, or his substitute or substitutes, shall
lawfully do or cause to be done by virtue hereof. Such attorney-in-fact and
agent shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 31st day of March 1999.
- ------------------------------------- -------------------------------------
Mark A. Pulido Tully M. Friedman
- ------------------------------------- -------------------------------------
Richard H. Hawkins Alton F. Irby III
- ------------------------------------- -------------------------------------
Heidi E. Yodowitz M. Christine Jacobs
- ------------------------------------- -------------------------------------
Alfred C. Eckert III Gerald E. Mayo
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/s/ Charles W. McCall
- ------------------------------------- -------------------------------------
Charles W. McCall Carl E. Reichardt
- ------------------------------------- -------------------------------------
James V. Napier Alan Seelenfreund
/s/ David S. Pottruck
- ------------------------------------- -------------------------------------
David S. Pottruck Jane E. Shaw
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