BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address:
Vice President BT Services Tennessee, Inc.
Telephone: 615-835-2901 648 Grassmere Park
Nashville, TN 37211
February 14, 1997
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
MAPCO Inc.
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Linda Assali
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
MAPCO Inc.
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $1.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
565097102
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five
percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 565097102 Page 2 of 8 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and Its Wholly Owned
Subsidiary, Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and investment advisor
13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust New York Corporation and Bankers Trust
Company are New York Corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 163,346 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 0 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust Company 560,556 shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust Company 6,900 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 567,466 shares
CUSIP No. 565097102 Page 3 of 8 Pages
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 1.0%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
CUSIP No. 565097102 Page 4 of 8 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE
"BANK") IS, FOR THE PURPOSE OF SECTION 13(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER
PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH
IN ITEM 4(a)(ii) HEREOF.
Item 1(a) NAME OF ISSUER:
MAPCO Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
1800 South Baltimore Avenue
Tulsa, OK 74119-5284
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its
wholly-owned subsidiary, Bankers Trust
Company, as Trustee for various trusts, and
employee benefit plans, and investment
advisor.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers
Trust Company, as Trustee for various trusts
and employee benefit plans, and investment
advisor, are both corporations incorporated
in the State of New York with their principal
business offices located in New York.
CUSIP No. 565097102 Page 5 of 8 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (Par Value $1.00) of MAPCO Inc., a
Delaware corporation.
Item 2(e) CUSIP NUMBER:
565097102
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company,
(b) [X] Bank as defined in section 3(a)(6) of the
Act.
Item 4 OWNERSHIP:
As of December 31, 1996
(a) Amount Beneficially Owned:
(i) Bankers Trust Company 567,466 shares
(ii) Bankers Trust Company was also the record
owner of 2,383,502 shares held by the Bank as
Trustee of the Mapco PSSP retirement and
savings plan (the "Plan") with respect to
which the bank disclaims beneficial
ownership.
The Plan states that each Plan participant
shall have the right to direct the manner in
which shares of common stock shall be voted
at all stockholders meetings. The
Department of Labor has expressed the view
that, under certain circumstances, ERISA may
CUSIP No. 565097102 Page 6 of 8 Pages
require the Trustee to vote shares which are
not allocated to participants' accounts and
unvoted shares. Since, in the view of the
Bankers Trust New York Corporation and the
Bankers Trust company, such voting power is
merely a residual power based upon the
occurrence of an unlikely contingency and is
not a sole or shared power to vote the
securities, Bankers Trust New York
Corporation and Bankers Trust Company hereby
disclaim beneficial ownership of such
securities.
(b) Percent of Class:
Bankers Trust Company 1.0%
The Common Stock as to which the Bank
disclaims beneficial ownership constitutes
4.24% of the Issuer's outstanding Common
Stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust Company 163,346 shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company 0 shares
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company 560,556 shares
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust Company 6,900 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
CUSIP No. 565097102 Page 7 of 8 Pages
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
The Issuer's Plan, and various trusts, and
employee benefit plan for which the Bank
serves as Trustee for various trusts and
employee benefit plans, and investment
advisor, have the right to receive and/or the
power to direct the receipt of dividends
from, or the proceeds from the sale of, such
securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
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.
CUSIP No. 565097102 Page 8 of 8 Pages
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.
Date: as of December 31, 1996
Signature: Bankers Trust New York Corporation
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and investment advisor.
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
