-----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, N0cmLSygz2LXH9O3qUKNeVGQh+AWZuTUKaVubLFWTRiohjj7SIfEvwmq9gaQBF+U JfVJi9NIE4K/pI8OOV/cyQ== 0000950172-99-000356.txt : 19990402 0000950172-99-000356.hdr.sgml : 19990402 ACCESSION NUMBER: 0000950172-99-000356 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON HBOC INC CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-26443-01 FILM NUMBER: 99582338 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: MCKESSON PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 MAIL ADDRESS: STREET 1: ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON CORP DATE OF NAME CHANGE: 19950209 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ================================================================================ 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. |_| 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 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 3 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 4 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 5 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. 7 EX-24.2 2 POWER OF ATTORNEY 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 1 /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 2 -----END PRIVACY-ENHANCED MESSAGE-----