SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 5)
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. 5 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 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the
following exhibit thereto:
Exhibit 22 Form of Letter dated October 14, 1994
to the shareholders and employees of
McKesson Corporation
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: October 14, 1994 By:/s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President and
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
Exhibit 22 Form of Letter dated October 14, 1994 to the
shareholders and employees of McKesson Corporation
Exhibit 22
October 14, 1994
To: McKesson Shareholders and Employees
Since the initial tender offer by Eli Lilly and Company
in July, the offer has been extended several times. In an effort
to keep you informed on the current status of the tender offer, the
following is the text of the announcement made by Lilly yesterday:
"LILLY EXTENDS HART-SCOTT-RODINO WAITING
PERIOD FOR MCKESSON TENDER OFFER
Eli Lilly and Company announced today that it has agreed to extend
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act (HSR Act) in connection with its tender offer for
McKesson Corporation until Thursday, October 27, 1994. The waiting
period was originally scheduled to expire today, October 13, 1994.
Because of the complexity of the transaction, additional time is
needed to complete the ongoing discussions taking place between
Lilly and the Federal Trade Commission (FTC).
The FTC has advised Lilly that its submission in response to the
FTC's second request for information under the HSR Act is in
compliance with the request.
It is possible that Lilly could agree to a further extension of the
waiting period. For this reason, as well as to permit McKesson
time to complete the previously announced distribution of stock of
a newly formed McKesson corporation to its stockholders, it will be
necessary to further extend the Lilly offer to purchase the common
stock of McKesson, which is currently scheduled to expire on
Monday, October 24, 1994."
McKESSON CORPORATION
