SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 8)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
McKESSON CORPORATION
(Name of Subject Company)
McKESSON CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $2.00 per share
(Title of Class of Securities)
581556 10 7
(CUSIP number of Class of Securities)
Ivan D. Meyerson, Esq.
Vice President and General Counsel
McKESSON CORPORATION
McKesson Plaza
One Post Street
San Francisco, California 94104
(415) 983-8300
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
With a copy to:
Peter Allan Atkins, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
This Amendment No. 8 amends the
Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") of McKesson Corporation, a
Delaware corporation (the "Company"), filed with the
Securities and Exchange Commission on July 15, 1994,
relating to the tender offer for all outstanding shares
of common stock, par value $2.00 per share, of the
Company (including all associated preferred stock
purchase rights), by ECO Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Eli
Lilly and Company, an Indiana corporation, as follows:
Item 8. Additional Information to be Furnished.
Item 8 is hereby amended by the addition of the
following paragraph at the end of Item 8:
On November 11, 1994 the Company issued the
press release attached hereto as Exhibit 26. The
information set forth in the press release is
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the
following exhibit thereto:
Exhibit 26 Press Release issued by the Company
dated November 11, 1994
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.
McKESSON CORPORATION
Dated: November 14, 1994 By:/s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President and
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
Exhibit 26 Press Release issued by the Company dated November
11, 1994
-------------------------------
Exhibit 26
Contact: Marvin Krasnansky
(415) 983-8316
NEW McKESSON CORP TO PAY 25-CENT QUARTERLY DIVIDEND
SAN FRANCISCO, Friday, November 11, 1994 -- The Board of Directors
of SP Ventures, Inc., to be renamed McKesson Corporation following
the consummation of the tender offer by Eli Lilly and Company for
the shares of old McKesson, today declared an initial quarterly
dividend of 25 cents a share on its common stock.
Subject to the completion of the Lilly tender offer on or
prior to December 1, the dividend will be paid on January 3, 1995
to new McKesson shareholders of record as of December 1. Old
McKesson has fixed Saturday, November 19 as the record date for the
distribution of the new McKesson shares.
Distribution of new McKesson shares and the closing of
Lilly's tender offer are expected to occur on November 21, the next
business day following the record date. Payment of the
distribution of new McKesson shares and the closing of the tender
offer are contingent upon, among other things, the satisfaction or
waiver of the conditions of the Lilly tender offer.
Under terms of the agreement with Lilly, old McKesson
shareholders will receive $76 in cash and one share in new McKesson
Corp. for each old McKesson share they currently hold. In
addition, old McKesson will receive a capital contribution of $600
million in cash from Lilly, putting the total value of the
transaction at $4 billion. The $600 million will be transferred to
new McKesson.
The McKesson board has recommended that shareholders
tender their shares pursuant to Lilly's tender offer.
