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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)
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MCKESSON CORPORATION
(NAME OF SUBJECT COMPANY)
ECO ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
ELI LILLY AND COMPANY
(BIDDERS)
COMMON STOCK, $2.00 PAR VALUE PER SHARE 581556 10 7
(INCLUDING THE ASSOCIATED RIGHTS) (CUSIP NUMBER OF CLASS OF SECURITIES)
(TITLE OF CLASS OF SECURITIES)
J.B. KING, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
ELI LILLY AND COMPANY
LILLY CORPORATE CENTER
INDIANAPOLIS, INDIANA 46285
(317) 276-2000
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
WITH A COPY TO:
BERNARD E. KURY, ESQ.
DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 259-7400
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This Amendment No. 12 to the Schedule 14D-1 relates to a tender offer by ECO
Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of Eli Lilly and Company, an Indiana corporation ("Parent"),
to purchase all outstanding shares of common stock, par value $2.00 per share
and the associated Rights (as defined in the Offer to Purchase) (collectively,
the "Shares"), of McKesson Corporation (the "Company"), a Delaware corporation,
at a purchase price of $76.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated July 15, 1994 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"), copies of which
were attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-
1 filed with the Securities and Exchange Commission on July 15, 1994 as amended
by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 thereto dated July 27,
1994, August 10, 1994, September 7, 1994, September 21, 1994, October 11, 1994,
October 13, 1994, October 14, 1994, October 24, 1994, October 26, 1994,
November 4, 1994 and November 7, 1994, respectively (collectively, the
"Schedule 14D-1"). The purpose of this Amendment No. 12 is to amend and
supplement Items 10 and 11 of the Schedule 14D-1 as described below.
ITEM 10. ADDITIONAL INFORMATION TO BE FURNISHED.
Reference is made to the press release issued by Parent on November 10, 1994,
the form of which is filed as Exhibit (a)(39) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(39) Form of press release issued by Parent on November 10,
1994.
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF THE
UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.
Eli Lilly and Company
/s/ James M. Cornelius
By: _________________________________
Name: James M. Cornelius
Title: Vice President, Finance
and
Chief Financial Officer
ECO Acquisition Corporation
/s/ Charles E. Schalliol
By: _________________________________
Name: Charles E. Schalliol
Title: President
Dated: November 10, 1994
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EXHIBIT (a)(39)
November 10, 1994
For Release Immediately
Refer to (317) 276-3655
LILLY EXTENDS MCKESSON TENDER OFFER
AND SETS PROPOSED CLOSING DATE
Eli Lilly and Company (NYSE:LLY) announced today that it is extending its
offer to purchase all outstanding shares of common stock of McKesson
Corporation for $76.00 per share in cash until 5:00 p.m., New York City time,
on Monday, November 21, 1994. The terms of the extended offer are identical to
the terms of the original offer announced on July 11, 1994.
Lilly also noted that McKesson Corporation has announced that McKesson has
set November 19, 1994 as the record date for the distribution of shares of a
newly formed McKesson corporation. As previously announced, immediately prior
to the consummation of Lilly's tender offer, one share of common stock of the
new corporation is to be distributed for each share held in McKesson.
Lilly currently expects that its tender offer will not be extended beyond
November 21, 1994, although it is possible that such an extension could occur
if all of the conditions of the offer are not then met. If the offer expires on
November 21, Lilly also expects that Citibank N.A., the Depositary for the
offer, will begin making payment on Tuesday, November 22, 1994, for all
McKesson shares that have been validly tendered and not properly withdrawn
prior to the expiration of its offer.
As of the close of business on November 9, 1994, approximately 16,909,000
shares of McKesson common stock had been validly tendered and not properly
withdrawn.
