UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 - Final)*
AMERISOURCE HEALTH CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
03071P102 (CLASS A)
03071P300 (CLASS B)
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(CUSIP Number)
Ivan D. Meyerson, Esq.
McKesson Corporation
One Post Street
San Francisco, California 94104
(415) 983-8300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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August 7, 1998
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(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. 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).
SCHEDULE 13D
CUSIP No. 03071P02
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Patriot Acquisition Corp. and McKesson Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 2 (final) amends and supplements the statement
on Schedule 13D, as amended (the "Schedule 13D") filed by McKesson
Corporation and Patriot Acquisition Corp. (the "Filing Persons"), relating
to the Class A Common Stock, par value $.01 per share and the Class B
Common Stock, par value $.01 per share, of AmeriSource Health Corporation
(the "Company"). Capitalized terms used but not otherwise defined in this
Amendment shall have the respective meanings given to them in the Schedule
13D.
ITEM 4. Item 4 of the Schedule 13D, "Purpose of Transaction," is hereby
amended by adding the following paragraph:
Pursuant to the letter (the "Termination Letter"), dated August
7, 1998, a copy of which is attached as an exhibit hereto, the Merger
Agreement has been terminated. As a result thereof, the following
agreements also have terminated: (i) the Stock Option Agreement, (ii) the
Voting/Support Agreement, dated as of September 22, 1997, among McKesson,
Merger Sub and VPI, (iii) the Voting/Support Agreement, dated as of October
27, 1997, among McKesson, Merger Sub and R. David Yost, (iv) the
Voting/Support Agreement, dated as of October 27, 1997, among McKesson,
Merger Sub and David M. Flowers, and (v) the Voting/Support Agreement,
dated as of October 27, 1997, among McKesson, Merger Sub and Kurt J.
Hilzinger (collectively, the "Ancillary Agreements").
ITEM 5. Item 5 of the Schedule 13D, "Interest in Securities of the Issuer,"
is hereby amended by adding the following paragraph:
Pursuant to the Termination Letter, the Merger Agreement was
terminated and as a result thereof, the Ancillary Agreements have
terminated. Therefore, the Filing Persons no longer have beneficial
ownership of any shares of AmeriSource Common Stock.
ITEM 6. Item 6 of the Schedule 13D, "Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of
the Issuer," is hereby amended by adding the following
paragraph:
Pursuant to the Termination Letter, the Merger Agreement was
terminated and as a result thereof, the Ancillary Agreements have
terminated.
ITEM 7. Item 7 of the Schedule 13D, "Materials to be Filed as
Exhibits," is hereby amended by adding the following paragraph:
"Exhibit 7 - Letter, dated August 7, 1998, from the Company to
McKesson Corporation.
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: August 12, 1998
McKESSON CORPORATION
By: /s/ Nancy A. Miller
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Name: Nancy A. Miller
Title: Vice President and Secretary
PATRIOT ACQUISITION CORP.
By: /s/ Nancy A. Miller
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Name: Nancy A. Miller
Title: Vice President and Secretary
[AmeriSource Letterhead]
August 7, 1998
Via Telecopier (415) 983-8826
McKesson Corporation
One Post Street
San Francisco, CA 94104
Attention: Ivan D. Meyerson, Esq.
Reference is hereby made to that certain Agreement and Plan of
Merger by and among McKesson Corporation, Patriot Acquisition Corp. and
AmeriSource Health Corporation ("AmeriSource"), as amended (the "Merger
Agreement"). Capitalized terms used in this letter that are not otherwise
defined shall have the meanings ascribed to them in the Merger Agreement.
We are hereby notifying you that AmeriSource hereby exercises its
right to terminate the Merger Agreement pursuant to Section 7.1(c) of the
Merger Agreement.
Very truly yours,
AMERISOURCE HEALTH CORPORATION
By: /s/ Robert David Yost
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Name:
Title:
cc: Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attention: Stephen Fraidin, P.C.
CRAIG GODSHALL, ESQ. (VIA TELECOPIER)
