SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 1994
McKESSON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-9626 94-3040479
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
McKesson Plaza
One Post Street
San Francisco, California 94104
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(Address of principal executive offices) (Zip Code)
(415) 983-8300
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(Registrant's telephone number, including area code )
Item 5. Other Events.
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On July 11, 1994, the Registrant announced that it had entered
into an Agreement and Plan of Merger dated as of July 10, 1994
(the "Merger Agreement") by and among the Registrant, Eli Lilly
and Company ("Parent") and ECO Acquisition Corporation, a wholly-
owned subsidiary of Parent (the "Purchaser"), as well as certain
other agreements which provide for a corporate restructuring
pursuant to which it will sell to Parent its pharmaceutical
benefits management business, which is primarily operated by PCS
Health Systems, Inc. and Clinical Pharmaceuticals, Inc., two
subsidiaries of the Registrant, for $4 billion in cash (the
"Transaction"). The full text of the press release issued by the
Registrant concerning the Transaction is set forth in Exhibit
(99.1) to this Current Report on Form 8-K. On July 15, 1994,
pursuant to the Merger Agreement, (a) the Purchaser commenced a
tender offer for all of the outstanding shares of common stock of
the Registrant, as disclosed in a Tender Offer Statement on
Schedule 14D-1 dated July 15, 1994 and (b) the Registrant filed a
Solicitation/Recommendation Statement on Schedule 14D-9
containing, among other things, a description of the Transaction
and the recommendation of the Registrant's Board of Directors to
the Registrant's stockholders with respect to the Transaction.
The descriptions set forth above of the Transaction and the
Merger Agreement do not purport to be complete and are qualified
in their entirety by the information contained in the agreements
which are listed in the exhibits attached to this Current Report
on Form 8-K, which are incorporated herein by reference.
In view of the pending transaction described in the
abovementioned release, the Registrant's Annual Meeting of
Stockholders scheduled for 10:00 A.M. on Wednesday, July 27,
1994, is being cancelled. A copy of the letter dated July 11,
1994 which was sent to the Registrant's stockholders announcing
the cancellation of such meeting is set forth in Exhibit (99.2)
to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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(c) Exhibits
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(2.1) Agreement and Plan of Merger, dated as
of July 10, 1994 among McKesson
Corporation, Eli Lilly and Company and
ECO Acquisition Corporation
(incorporated by reference to Exhibit 3
of the Registrant's Solicitation/
Recommendation Statement on Schedule
14D-9 dated July 15, 1994)
(2.1) Reorganization and Distribution
Agreement dated July 10, 1994 among
McKesson Corporation and certain of its
affiliates (incorporated by reference to
Exhibit 4 of the Registrant's
Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(10.1) Form of Amendment to Termination
Agreement (incorporated by reference to
Exhibit 2 of the Registrant's
Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(10.2) Tax Sharing Agreement dated as of
July 10, 1994, among SP Ventures, Inc.,
ECO Acquisition Corporation, Eli Lilly
and Company and McKesson Corporation
(incorporated by reference to Exhibit 5
of the Registrant's Solicitation/
Recommendation Statement on Schedule
14D-9 dated July 15, 1994)
(10.3) Memorandum of Understanding dated as of
July 10, 1994 between SP Ventures, Inc.
and Eli Lilly and Company (incorporated
by reference to Exhibit 6 of the
Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9 dated
July 15, 1994)
(10.4) Non-Competition Agreement dated as of
July 10, 1994, between McKesson
Corporation, SP Ventures, Inc., ECO
Acquisition Corporation and Eli Lilly
and Company (incorporated by reference
to Exhibit 7 of the Registrant's
Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(10.5) HDS Services Agreement dated as of
July 10, 1994 among Eli Lilly and
Company, PCS Health Systems, Inc. and
Healthcare Delivery Systems, Inc.
(incorporated by reference to Exhibit 8
of the Registrant's Solicitation/
Recommendation Statement on Schedule
14D-9 dated July 15, 1994)
(10.6) McKesson Services Agreement dated as of
July 10, 1994 among PCS Health Systems,
Inc. and SP Ventures, Inc. (incorporated
by reference to Exhibit 9 of the
Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9 dated
July 15, 1994)
(10.7) Confidentiality Agreement dated June 8,
1994 between McKesson Corporation and
Eli Lilly and Company (incorporated by
reference to Exhibit 10 of the
Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9 dated
July 15, 1994)
(99.1) Press Release issued by McKesson
Corporation on July 11, 1994
(incorporated by reference to Exhibit 13
of the Registrant's Solicitation/
Recommendation Statement on Schedule
14D-9 dated July 15, 1994)
(99.2) Letter to the Stockholders of McKesson
Corporation dated July 11, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
McKESSON CORPORATION
(Registrant)
Dated: July 19, 1994 BY /s/NANCY A. MILLER
Vice President and Secretary
EXHIBIT INDEX
Exhibit
No. Title
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(2.1) Agreement and Plan of Merger, dated as of July 10, 1994
among McKesson Corporation, Eli Lilly and Company and
ECO Acquisition Corporation (incorporated by reference
to Exhibit 3 of the Registrant's Solicitation/
Recommendation Statement on Schedule 14D-9 dated
July 15, 1994)
(2.1) Reorganization and Distribution Agreement dated
July 10, 1994 among McKesson Corporation and certain of
its affiliates (incorporated by reference to Exhibit 4
of the Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 15, 1994)
(10.1) Form of Amendment to Termination Agreement
(incorporated by reference to Exhibit 2 of the
Registrant's Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(10.2) Tax Sharing Agreement dated as of July 10, 1994, among
SP Ventures, Inc., ECO Acquisition Corporation, Eli
Lilly and Company and McKesson Corporation
(incorporated by reference to Exhibit 5 of the
Registrant's Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(10.3) Memorandum of Understanding dated as of July 10, 1994
between SP Ventures, Inc. and Eli Lilly and Company
(incorporated by reference to Exhibit 6 of the
Registrant's Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(10.4) Non-Competition Agreement dated as of July 10, 1994,
between McKesson Corporation, SP Ventures, Inc., ECO
Acquisition Corporation and Eli Lilly and Company
(incorporated by reference to Exhibit 7 of the
Registrant's Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(10.5) HDS Services Agreement dated as of July 10, 1994 among
Eli Lilly and Company, PCS Health Systems, Inc. and
Healthcare Delivery Systems, Inc. (incorporated by
reference to Exhibit 8 of the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9
dated July 15, 1994)
(10.6) McKesson Services Agreement dated as of July 10, 1994
among PCS Health Systems, Inc. and SP Ventures, Inc.
(incorporated by reference to Exhibit 9 of the
Registrant's Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(10.7) Confidentiality Agreement dated June 8, 1994 between
McKesson Corporation and Eli Lilly and Company
(incorporated by reference to Exhibit 10 of the
Registrant's Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 15, 1994)
(99.1) Press Release issued by McKesson Corporation on
July 11, 1994 (incorporated by reference to Exhibit 13
of the Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 15, 1994)
(99.2) Letter to the Stockholders of McKesson Corporation
dated July 11, 1994
Exhibit (99.2)
McKesson Corp.
One Post Street, San Francisco CA 94104-5296 Tel 415 983 7652
Alan Seelenfreund Chairman and Chief Executive Officer
McKESSON
July 11, 1994
To Our Shareholders and Employees:
By the time this letter reaches you, the news media will
have reported that McKesson Corp. announced today that we have
entered into a definitive agreement for a corporate restructuring
pursuant to which we will sell our PCS Health Systems, Inc.
subsidiary to Eli Lilly and Company for $4 billion in cash.
Enclosed is a copy of the press release containing details of the
transaction.
The purpose of this letter is to alert you to expect a
communication very shortly from Eli Lilly and Company in respect
to the tender offer.
As a consequence of the pending transaction, the annual
stockholders' meeting scheduled for July 27, 1994 is being
cancelled. We also have postponed the publication of the annual
report issue of McKesson Today so that we can prepare a report
that reflects the financial and operating performance as well as
the prospects of our continuing businesses.
Sincerely,
/s/Alan Seelenfreund
Alan Seelenfreund
Enclosure
