SCHEDULE 14D-9
(Amendment No.1)
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. 1 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 14 Text of Joint Press Release dated
July 27, 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: July 27, 1994 By:/s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President and
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
Exhibit 14 Text of Joint Press Release dated July 27, 1994.
Exhibit 14
July 27, 1994
CONTACT AT MCKESSON - MARVIN L. KRASNANSKY
(415) 983-8316
AT ELI LILLY- EDWARD A. WEST
(317) 276-3655
LILLY, MCKESSON RECEIVE SECOND REQUEST FROM FTC
FOR INFORMATION ON PCS TRANSACTION
Eli Lilly and Company and McKesson Corp. today announced that they
had received requests from the Federal Trade Commission for additional
information under the provisions of the Hart-Scott-Rodino Antitrust
Improvements Act in connection with the previously-announced acquisition
of McKesson's PCS Health Systems business by Lilly in a corporate
restructuring.
Lilly and McKesson said that they will promptly provide the
requested information. The FTC request will extend the Hart-Scott-
Rodino waiting period until ten days after the date on which Lilly
substantially complies with the FTC's request, unless the FTC decides to
terminate the waiting period earlier.
Lilly and McKesson said such requests are not unusual for a
transaction of this size. The companies also stated that they believe
that the proposed transaction fully complies with federal antitrust laws
and that they continue to expect to close the transaction in late
September or early October 1994.
As announced on July 11, a subsidiary of Lilly has commenced a cash
tender offer for all outstanding shares of McKesson's common stock at a
price of $76 net per share. In addition, prior to the consummation of
the tender offer, McKesson will transfer all of its non-PCS assets and
liabilities to a newly-formed corporation and will distribute the common
stock of the new McKesson to the stockholders of McKesson.
Lilly is a global research-based pharmaceutical corporation
headquartered in Indianapolis, Indiana, that is working with its
customers worldwide to help ensure that diseases are prevented, managed,
and cured with maximum benefit and minimum cost to patients and society.
McKesson, headquartered in San Francisco, is the world's largest
distributor of pharmaceutical and related health care products, with
operations in the U.S., Canada, and Mexico.
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