SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
ARMOR ALL PRODUCTS CORPORATION
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
042256-10-7
(CUSIP NUMBER)
Ivan D. Meyerson, Esq.
Vice President and General Counsel
McKesson Corporation
One Post Street
San Francisco, California 94104
(415) 983-8300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
December 31, 1996
(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: ( )
Check the following box if a fee is being paid with
this statement: ( )
13D
CUSIP NO. 042256-10-7
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS
MCKESSON CORPORATION
I.R.S. IDENTIFICATION NO. 94-32 07296
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 ITEM 2(d) or 2(e)
6 CITIZEN OR PLACE OF ORGANIZATION
STATE OF DELAWARE
NUMBER OF
SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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 amends the Schedule 13D
(the "Schedule 13D") filed on December 1, 1994, as
amended by Amendment No. 1, filed on December 6, 1996
("Amendment No. 1"), by McKesson Corporation, a Delaware
corporation ("McKesson"), with respect to common stock,
par value $0.01 per share (the "Shares"), of Armor All
Products Corporation, a Delaware corporation ("Armor
All"), whose executive offices are located at 6 Liberty,
Aliso Viejo, California 92656.
Unless otherwise defined herein, each
capitalized term used herein has the same meaning
ascribed to it in the Schedule 13D and Amendment No. 1
thereto.
Item 5. Interest in Securities of the Issuer.
On December 30, 1996, McKesson tendered its
Shares pursuant to the contracts, arrangements and
understandings set forth in Item 6 of Amendment No. 1,
which Amendment No. 1, including all Exhibits thereto, is
incorporated herein by reference. The Offer by Shield
for all outstanding Shares, at a price of $19.09 per
Share, expired at 12:00 midnight, New York time, on
Monday, December 30, 1996. Based on a preliminary count
from First Chicago Trust Company of New York (the
"Depositary"), a total of 21,119,908 Shares including
both approximately 419,202 Shares subject to guarantee of
delivery and all of the 11,624,900 Shares held by
McKesson (representing 54.9% of the outstanding Shares)
were validly tendered and not properly withdrawn pursuant
to the Offer. On December 31, 1996, Shield directed the
Depositary to accept for payment all Shares validly
tendered as of the expiration date of the Offer,
including those Shares tendered by McKesson.
Consequently, McKesson ceased to be the beneficial owner
of more than five percent of the issued and outstanding
Shares on that date.
A copy of a joint press release issued by Armor
All and Clorox pertaining to the Offer is filed as
Exhibit 1 and is incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended to include the
following:
Exhibit 1: Press Release issued by The Clorox Company
and Armor All Products Corporation on
December 31, 1996.
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.
Dated: January 9, 1997
McKESSON CORPORATION
By: /s/ Nancy A. Miller
Nancy A. Miller
Vice President and Secretary
EXHIBIT INDEX
Exhibit Description Page
1 Press Release issued by The Clorox
Company and Armor All Products
Corporation on December 31, 1996* N/A
-------------------
* Incorporated by reference from Exhibit (a)(11) of
Amendment No. 3 (Final Amendment) to Schedule
14D-1 Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
filed by Shield Acquisition Corporation and The
Clorox Company on December 31, 1996.
