SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 2)
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. 2 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 15 Amendment dated August 8, 1994 to
Agreement and Plan of Merger
dated July 10, 1994 among ECO
Acquisition Corporation, Eli Lilly
and Company and 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: August 9, 1994 By:/s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President and
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
Exhibit 15 Amendment dated August 8, 1994 to Agreement and
Plan of Merger dated July 10, 1994 among ECO
Acquisition Corporation, Eli Lilly
and Company and McKesson Corporation.
Exhibit 15
AMENDMENT
AMENDMENT, dated as of August 8, 1994 (the "Amendment"), by
and among McKesson Corporation, a Delaware corporation (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").
WHEREAS, the Company, Parent and the Purchaser entered into an
Agreement and Plan of Merger, dated as of July 10, 1994 (the "Merger
Agreement"); and
WHEREAS, each of the parties hereto have deemed it advisable
to amend the Merger Agreement in the manner set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto hereby agree as follows:
1. Section 2.10(a)(i) of the Merger Agreement is hereby
amended by adding to the end of such Section the following proviso:
"; provided that each such employee, former employee, director
or former director shall have the right to elect to defer (the
"Deferral Election") the receipt of all or any portion of such
cash amount (any such deferred amount, the "Deferred Option
Amount"), on such terms and conditions as may be provided
prior to the Effective Time by the Company and Spinco (with
respect to Spinco Employees (as defined in the Distribution
Agreement) and non-employee directors of the Company) or by
Parent (with respect to Retained Employees (as defined in
Section 6.9 hereof)). In the event of any Deferral Election
which is agreed upon by the Company and Spinco, Spinco shall
be solely liable for the payment of the Deferred Option Amount
with respect thereto and the Company shall not be obligated to
make any payments at the Effective Time or at any other time
with respect to such Deferred Option Amount."
2. Section 2.13(b)(ii) of the Merger Agreement is hereby
amended to read, in its entirety, as follows:
"(ii) the amount paid or payable with respect to Section
2.10(a)(i) hereof (excluding the aggregate amount of all
Deferred Option Amounts with respect to which Spinco has
become liable pursuant to such Section 2.10(a)(i)) and"
3. In the event of a conflict between the terms and
conditions of this Amendment and the terms and conditions of the Merger
Agreement, the terms and conditions of this Amendment shall prevail and
govern. Except as otherwise expressly set forth herein, the Merger
Agreement shall remain unaffected and in full force and effect in
accordance with the terms and conditions thereof.
4. 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.
5. 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
By: /s/ Garret A. Scholz
Name: Garret A. Scholz
Title: Vice President Finance
ELI LILLY AND COMPANY
By: /s/ Randall L. Tobias
Name: Randall L. Tobias
Title: Chairman and Chief
Executive Officer
ECO ACQUISITION CORPORATION
By: /s/ Charles E. Schalliol
Name: Charles E. Schalliol
Title: President
