SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 6)
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. 6 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 7, 1994 the Company issued the
press release attached hereto as Exhibit 23. 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 23 Press Release issued by the Company
dated November 7, 1994
Exhibit 24 Second Amendment, dated November 3,
1994 to the Reorganization and
Distribution Agreement dated July 10,
1994 among McKesson Corporation (a
Delaware corporation), McKesson
Corporation (a Maryland corporation),
Clinical Pharmaceuticals, Inc., PCS
Health Systems, Inc. and SP Ventures,
Inc.
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 7, 1994 By:/s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President and
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
Exhibit 23 Press Release issued by the Company dated November
7, 1994
Exhibit 24 Second Amendment, dated November 3, 1994 to the
Reorganization and Distribution Agreement dated July
10, 1994 among McKesson Corporation (a Delaware
corporation), McKesson Corporation (a Maryland
corporation), Clinical Pharmaceuticals, Inc., PCS
Health Systems, Inc. and SP Ventures, Inc.
Exhibit 23
McKESSON SETS RECORD DATE FOR DISTRIBUTION OF SHARES CONTINGENT ON
SEC APPROVAL OF INFORMATION STATEMENT
SAN FRANCISCO, Monday, November 7, 1994--The Board of Directors of
McKesson Corporation voted on November 4 to set a record date for
the distribution of the new McKesson Corporation shares to be
issued as a result of the acquisition by Eli Lilly and Company of
PCS Health Systems, Inc. from McKesson. The board's action follows
the expiration of the Hart-Scott-Rodino waiting period and the
action taken by the Federal Trade Commission the previous day.
Alan Seelenfreund, McKesson's chairman and chief executive
officer, said the actual record date is contingent upon action by
the Securities and Exchange Commission declaring effective
McKesson's Form 10 information statement.
"We are awaiting the SEC's action so that we can move forward
with Eli Lilly and Company to complete the transaction. We hope
this process will be concluded promptly so that our shareholders
can receive the cash and shares in the new McKesson as quickly as
possible."
In its action last Friday, McKesson's board stated that when
the Form 10 is declared effective by the SEC, the information
statement will be mailed to McKesson's shareholders. The record
date will be 10 calendar days from the mailing of the information
statement. Distribution of new McKesson shares and the closing of
Lilly's tender offer are expected to occur on or promptly after 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, McKesson shareholders
will receive $76 in cash and one share in the new McKesson
Corporation for each share they currently hold. In addition,
McKesson will receive a capital contribution of $600 million in
cash from Lilly, putting the total value of the transaction at $4
billion.
The McKesson board has recommended that shareholders tender
their shares pursuant to Lilly's tender offer.
Exhibit 24
SECOND AMENDMENT
SECOND AMENDMENT, dated as of November 3, 1994 (the
"Amendment"), by and among McKesson Corporation, a Delaware
corporation (the "Company"), McKesson Corporation, a Maryland
corporation and a wholly-owned subsidiary of the Company
("Maryland"), Clinical Pharmaceuticals, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company ("CPA"),
PCS Health Systems, Inc., a Delaware corporation and a wholly-owned
subsidiary of Maryland ("Prescription"), and SP Ventures, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Company
("Spinco").
WHEREAS, the Company, Maryland, CPA, Prescription and
Spinco entered into a Reorganization and Distribution Agreement,
dated as of July 10, 1994 (the "Distribution Agreement");
WHEREAS, the parties hereto entered into an Amendment,
dated as of October 10, 1994, to the Distribution Agreement;
WHEREAS, the Company, Eli Lilly and Company, an Indiana
corporation ("Parent"), and ECO Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent (the
"Purchaser") entered into an Agreement and Plan of Merger, dated as
of July 10, 1994 and amended as of August 8, 1994 (the "Merger
Agreement"); and
WHEREAS, each of the parties hereto have deemed it
advisable to amend the Distribution Agreement in the manner set
forth herein.
NOW, THEREFORE, in consideration of the foregoing, the
parties hereto hereby agree as follows:
1. The third sentence of Section 8.2(c)(i) of the
Distribution Agreement is hereby amended by deleting the phrase
"ten-consecutive-day trading period" in its entirety and replacing
such phrase with the phrase "three-consecutive-day trading period".
2. In the event of a conflict between the terms and
conditions of this Amendment and the terms and conditions of the
Distribution Agreement, the terms and conditions of this Amendment
shall prevail and govern. Except as otherwise expressly set forth
herein, the Distribution Agreement shall remain unaffected and in
full force and effect in accordance with the terms and conditions
thereof.
3. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
4. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of
conflicts of law.
IN WITNESS WHEREOF, each of the parties set forth below
has caused this Amendment to be executed on its behalf by a duly
authorized officer as of the date first set forth above.
MCKESSON CORPORATION,
a Delaware corporation
By: /s/ Garret A. Scholz
Name: Garret A. Scholz
Title: Vice President
MCKESSON CORPORATION,
a Maryland corporation
By: /s/ Ivan D. Meyerson
Name: Ivan D. Meyerson
Title: Vice President and
General Counsel
CLINICAL PHARMACEUTICALS, INC.
By: /s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President
PCS HEALTH SYSTEMS, INC.
By: /s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President
SP VENTURES, INC.
By: /s/ Ivan D. Meyerson
Name: Ivan D. Meyerson
Title: Vice President and
General Counsel
Consented to in accordance
with the provisions of Section
10.3 of the Distribution Agree-
ment as of this 3d day of
November, 1994:
ELI LILLY AND COMPANY
By: /s/ James M. Cornelius
Name: James M. Cornelius
Title: Vice President, Finance and
Chief Financial Officer
