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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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MCKESSON HBOC, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
58155Q103
(CUSIP Number)
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ATTN: RICHARD SHERMAN
THE DAVID GEFFEN COMPANY
10 UNIVERSAL CITY PLAZA
27TH FLOOR
UNIVERSAL CITY, CA 91608
TEL. NO: (818) 733-6300
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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JULY 23, 2001
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or 4, check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
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CUSIP No. 58155Q103 Page 2 of 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Geffen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 11,200,000
SHARES --------------------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON --
WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
11,200,000
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10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,200,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
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14 TYPE OF REPORTING PERSON
IN
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3
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D is
filed by the undersigned to amend and supplement the Schedule 13D filed on
February 16, 2000 (the "Original 13D") relating to the common stock, par value
$.01 per share (the "Common Stock"), of McKesson HBOC, Inc., a Delaware
corporation (the "Company"). Unless otherwise indicated, all capitalized terms
shall have the same meaning as provided in the Original 13D.
Item 1. SECURITY AND ISSUER.
No change.
Item 2. IDENTITY AND BACKGROUND.
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
Item 4. PURPOSE OF TRANSACTION.
No change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as
follows:
(a) Pursuant to Rule 13d-5 of the Exchange Act of 1934,
as amended, Mr. Geffen may be deemed to beneficially own 11,200,000 shares of
Common Stock, constituting approximately 3.9% (based on the Company's having
284,801,980 issued and outstanding shares of Common Stock as of April 30, 2001,
as reported in the Company's Annual Report on Form 10-K for the year ended March
31, 2001) of the outstanding shares of Common Stock.
(b) Mr. Geffen has the sole power to vote or direct the
vote and the sole power to dispose or direct such disposition of the shares of
Common Stock reported in Item 5(a) above.
c) During the last sixty (60) days, Mr. Geffen sold
shares of Common Stock as follows:
DATE NUMBER OF SHARES SALES PRICE PER SHARE
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6/08/01 100,000 $35.2500
6/08/01 100,000 35.5000
6/21/01 100,000 36.5000
6/25/01 38,900 37.0000
6/27/01 45,800 37.0000
6/28/01 15,300 37.0000
7/23/01 100,000 38.0000
4
7/25/01 100,000 38.5000
7/25/01 100,000 39.0000
All of such sales were made on the open market.
(d) No person other than the Reporting Person is known to
have the right or the power to direct the receipt of dividends from, or the
proceeds from the sale of any securities owned by the Reporting Person.
(e) As of December 18, 2000, the Reporting Person ceased
to be the beneficial owner of more than 5% of the shares of Common Stock of the
Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
No change.
5
SIGNATURES
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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 as of July 26, 2001
/s/ David Geffen
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David Geffen