UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERISOURCE HEALTH CORPORATION
------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $ .01 PER SHARE
-----------------------------------------------
(Title of Class of Securities)
03071P102 (CLASS A)
03071P300 (CLASS B)
-------------------
(CUSIP Number)
Ivan D. Meyerson, Esq.
McKesson Corporation
One Post Street
San Francisco, California 94104
(415) 983-8300
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
September 22, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
SCHEDULE 13D
CUSIP Nos. 03071P102 and 03071P300
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
McKesson Corporation
94-3207296
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENE- 8 SHARED VOTING POWER
FICIALLY 0
OWNED
BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,418,601 shares of Class A Common Stock or Class B Common
Stock issuable upon exercise of a stock option.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% of the outstanding voting capital stock, or 12.5% of the
outstanding capital stock, of AmeriSource, assuming for
purposes of the calculation that (1) the Option to purchase
such shares had been exercised and (2)that such exercise had
been entirely for Class A Common Stock (voting capital
stock).
14 TYPE OF REPORTING PERSON
CO
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patriot Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENE- 8 SHARED VOTING POWER
FICIALLY 234,926
OWNED
BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,974,513 shares of Class A Common Stock, in respect of
which a proxy has been granted.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19%
14 TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Class A Common Stock,
par value $0.01 per share ("Class A Common Stock"), and Class B
Common Stock, par value $0.01 per share ("Class B Common Stock";
and together with the Class A Common Stock, the "AmeriSource
Common Stock"), of AmeriSource Health Corporation, a Delaware
corporation ("AmeriSource"). The principal executive offices of
AmeriSource are located at 300 Chester Field Parkway, Malvern,
Pennsylvania 19355.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by McKesson Corporation, a
Delaware corporation ("McKesson"), and its wholly-owned
subsidiary, Patriot Acquisition Corp., a Delaware corporation
("Merger Sub"). McKesson is one of the leading health care
supply management companies in North America. Merger Sub is a
corporation newly formed to effect the Merger as defined in Item 4.
McKesson's and Merger Sub's principal executive offices are
located at One Post Street, San Francisco, California 94104.
Each executive officer and each director of McKesson
and of Merger Sub is a citizen of the United States. The name,
business address and present principal occupation of each
executive officer and director of McKesson and of Merger Sub are
set forth in Annex I to this Schedule 13D which is incorporated
herein by this reference.
During the last five years, neither McKesson, Merger
Sub nor, to the best of McKesson's knowledge, any of their
respective executive officers or directors has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of which McKesson, Merger Sub or such person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Stock Option Agreement, dated as of
September 22, 1997, between McKesson and AmeriSource (the "Stock
Option Agreement"), AmeriSource granted McKesson an irrevocable
option (the "Option") to purchase from AmeriSource, under certain
circumstances, up to 3,418,601 authorized and unissued shares of
either Class A Common Stock (voting capital stock) or Class B
Common Stock (nonvoting capital stock), or a combination thereof,
at a price of $70.87 per share (the "Purchase Price"), payable in
cash.
As of the date hereof, the Option is not exercisable.
If the Option were to become exercisable, the exercise of the
Option for the full number of shares currently covered thereby
would require aggregate funds of $242,276,252.87. The Stock
Option Agreement provides that it will be automatically amended
so that the Option covers an additional 1,325,939 shares of Class
B Common Stock if the New York Stock Exchange advises that the
Option can be so increased without approval of AmeriSource
stockholders. See Item 5. If the Option were so increased and
then exercised for the additional shares, such exercise would
require an additional $93,969,296.93. It is anticipated that,
should the Option become exercisable and should McKesson
determine to exercise the Option, McKesson would obtain the funds
therefor from working capital or by borrowing from parties whose
identity is not yet known. Once the Option becomes exercisable,
McKesson may require AmeriSource to repurchase for cash the
Option and any shares of AmeriSource Common Stock acquired upon
exercise of the Option.
The Option was granted by AmeriSource as a condition of
and in consideration for McKesson's entering into an Agreement
and Plan of Merger, dated as of September 22, 1997 (the "Merger
Agreement"), by and among McKesson, AmeriSource and Merger Sub.
The foregoing description of the Stock Option Agreement
is qualified in its entirety by reference to the Stock Option
Agreement which is filed as Exhibit 2 hereto and which is
incorporated herein by this reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Option was granted by AmeriSource as a condition of
and in consideration for McKesson's entering into the Merger
Agreement. McKesson, Merger Sub and AmeriSource entered into the
Merger Agreement, pursuant to which, subject to the terms and
conditions set forth in the Merger Agreement, Merger Sub will
merge with and into AmeriSource, with AmeriSource as the
surviving corporation of the merger (the "Merger"). Pursuant to
the Merger Agreement, upon consummation of the Merger, (a)
AmeriSource, as the surviving corporation, will be a wholly-owned
subsidiary of McKesson, (b) each share of AmeriSource Common
Stock will be converted into 0.71 of a share of common stock, par
value $.01, of McKesson (the "McKesson Common Shares") with cash
paid in lieu of fractional McKesson Common Shares, (c) the
officers of Merger Sub will be the officers of the surviving
corporation, (d) the directors of Merger Sub will be the
directors of the surviving corporation, and (e) the Certificate
of Incorporation and Bylaws of Merger Sub will be the Certificate
of Incorporation and Bylaws of the surviving corporation.
The Merger Agreement provides that the Board of
Directors of McKesson will take all action necessary immediately
following the effective time of the Merger (the "Effective Time")
to elect the following persons who are presently on AmeriSource's
Board of Directors to McKesson's Board of Directors: (i) James
Urry, who will be assigned to the class of directors whose term
of office expires at McKesson's first annual meeting of
stockholders after the Effective Time, (ii) Michael Delaney, who
will be assigned to the class of directors whose term of office
expires at McKesson's second annual meeting of stockholders after
the Effective Time, and (iii) David Yost, who will be assigned to
the class of directors whose term of office expires at McKesson's
third annual meeting of stockholders after the Effective Time.
The Merger Agreement also provides that the Board of Directors of
McKesson will appoint David Yost as Group President of the
AmeriSource Services Group of McKesson and a Corporate Vice
President of McKesson effective at the Effective Time.
Consummation of the Merger is subject to certain
conditions, including: (i) approval by the requisite vote of the
stockholders of AmeriSource of the Merger Agreement and the
Merger; (ii) approval by the requisite vote of the stockholders
of McKesson of the issuance of McKesson Common Shares issuable in
the Merger; (iii) expiration or termination of all waiting
periods applicable to the consummation of the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
(iv) registration of the McKesson Common Shares to be issued in
the Merger under the Securities Act of 1933, as amended; and (v)
receipt by McKesson of an accountant's letter confirming that the
Merger will qualify as a pooling of interests transaction for
financial reporting purposes.
The foregoing description of the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement
which is filed as Exhibit 1 hereto and which is incorporated
herein by this reference.
Except as set forth herein, neither McKesson nor Merger
Sub has any current plans or proposals that relate to or would
result in (i) the acquisition by any person of additional shares
of AmeriSource Common Stock or the disposition of shares of
AmeriSource Common Stock; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving AmeriSource or any of its subsidiaries; (iii) a sale or
transfer of any material amount of assets of AmeriSource or any
of its subsidiaries; (iv) any change in the present Board of
Directors or management of AmeriSource, including any plans or
proposals to change the number or term of directors or to fill
any vacancies on the Board; (v) any material change in the
present capitalization or dividend policy of AmeriSource; (vi)
any other material change in AmeriSource business or corporate
structure; (vii) any change in AmeriSource's Certificate of
Incorporation or By-laws, or instruments corresponding thereto,
or other actions that may impede the acquisition of control of
AmeriSource by any person; (viii) causing a class of securities
of AmeriSource to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(ix) a class of equity securities of AmeriSource becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Assuming for purposes of this Item 5 that the
conditions to the exercise of the Option have been satisfied and
that McKesson is entitled to purchase shares of AmeriSource
Common Stock pursuant to the Option, McKesson would be entitled
to purchase 3,418,601 shares of either Class A Common Stock
(voting capital stock) or Class B Common Stock (non-voting
capital stock) of AmeriSource, or a combination thereof. If
McKesson purchased only Class A Common Stock upon exercise of the
Option, McKesson would own approximately 19.9% of the outstanding
Class A Common Stock of AmeriSource before giving effect to the
exercise of the Option, 16.6% of the outstanding Class A Common
Stock of AmeriSource after giving effect to the exercise of the
Option and 12.5% of the outstanding capital stock of AmeriSource
after giving effect to the exercise of the Option (based upon
17,178,901 shares of Class A Common Stock, 6,490,370 shares of
Class B Common Stock and 172,640 shares of Class C Common Stock,
par value $.01 per share, of AmeriSource outstanding as of
September 15, 1997, as represented by AmeriSource in the Merger
Agreement).
The parties intended the Option to be an option to
acquire both 19.9% of the voting securities and 19.9% of the
equity securities of AmeriSource. The Option Agreement provides
that it will be automatically amended so that the Option covers
an additional 1,325,939 shares of Class B Common Stock (which
McKesson has covenanted not to convert into Class A Common Stock)
if the New York Stock Exchange advises that the Option can be so
increased without the need for obtaining approval by AmeriSource
stockholders.
McKesson does not have the right to acquire any shares
of AmeriSource Common Stock under the Option unless certain
events specified in the Stock Option Agreement occur.
Accordingly, McKesson does not have sole or shared voting or
dispositive power with respect to any shares of AmeriSource
Common Stock purchasable under the Option, and McKesson disclaims
beneficial ownership of AmeriSource Common Stock subject to the
Option until such events occur. If McKesson were then to
exercise the Option, McKesson would have sole voting power and
sole dispositive power with respect to the shares of AmeriSource
Common Stock acquired pursuant to the Option.
The foregoing description of the Stock Option Agreement
is qualified in its entirety by reference to the Stock Option
Agreement which is filed as Exhibit 2 hereto and which is
incorporated herein by this reference.
As an inducement to McKesson's entering into the Merger
Agreement, 399 Venture Partners, Inc. ("VPI"), entered into a
Voting/Support Agreement, dated as of September 22, 1997, with
McKesson and Merger Sub (the "Voting/Support Agreement") pursuant
to which among other matters, VPI granted to Merger Sub an
irrevocable proxy to vote all of the shares of AmeriSource Common
Stock owned by VPI (i) in favor of the Merger and the Merger
Agreement (but not in favor of any "Material Adverse Amendment"
(as defined in the Voting/Support Agreement) to the Merger
Agreement), (ii) against any "Competing Transaction" (as defined
in the Merger Agreement), (iii) against any action or agreement
the purpose or effect of which would impede, interfere with or
attempt to discourage the Merger and (iv) against any action the
taking of which would constitute a breach by AmeriSource of its
representations, warranties or covenants in the Merger Agreement
or in the Stock Option Agreement. On all other matters, such
shares may be voted by VPI in the manner determined by VPI. The
Voting/Support Agreement terminates upon termination of the
Merger Agreement and upon the occurrence of a Material Adverse
Amendment.
VPI owns approximately 28% of the outstanding shares of
AmeriSource Common Stock, which ownership is comprised of 234,926
shares (approximately 1.4% of the outstanding shares) of Class A
Common Stock and 6,486,147 shares (approximately 99.9% of the
outstanding shares) of Class B Common Stock. The Class B Common
Stock is convertible on a share-for-share basis into Class A
Common Stock upon request, subject to regulatory limitations
applicable to VPI. The Voting/Support Agreement with VPI
provides that, at the request of McKesson, VPI will take all
action necessary to convert its Class B Common Stock to Class A
Common Stock (but not in excess of the number of shares which
would cause VPI to hold more than 19% of the voting stock of
AmeriSource).
The foregoing description of the Voting/Support
Agreement is qualified in its entirety by reference to the
Voting/Support Agreement which is filed as Exhibit 3 hereto and
which is incorporated herein by this reference.
To the best of McKesson's knowledge, no executive
officer or director of McKesson or Merger Sub beneficially owns
any shares of AmeriSource Common Stock, nor (except for the
Merger Agreement and the transactions contemplated thereby) have
any transactions in AmeriSource Common Stock been effected during
the past 60 days by McKesson, Merger Sub or, to the best
knowledge of McKesson, by any executive officer or director of
McKesson or Merger Sub. In addition, no other person is known by
McKesson to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the
securities covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
In addition to the Stock Option Agreement and the
Voting/Support Agreement described herein, McKesson expects that
it will be entering into similar Voting/Support Agreements with
three senior executives of AmeriSource who own in the aggregate
approximately 2.3% of the outstanding Class A Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this
Schedule 13D:
Exhibit 1 -- Agreement and Plan of Merger, dated as of September
22, 1997, by and among McKesson Corporation,
AmeriSource Health Corporation and Patriot
Acquisition Corp., filed as Exhibit 99.1 to the
Current Report on Form 8-K of McKesson Corporation
dated September 22, 1997 and filed September 24,
1997, is incorporated herein by reference.
Exhibit 2 -- Stock Option Agreement, dated as of September 22,
1997, by and between McKesson Corporation and
AmeriSource Health Corporation, filed as Exhibit
99.2 to the Current Report on Form 8-K of McKesson
Corporation dated September 22, 1997 and filed
September 24, 1997, is incorporated herein by
reference.
Exhibit 3 -- Voting/Support Agreement, dated as of September 22,
1997, by and among McKesson Corporation, Patriot
Acquisition Corp. and 399 Venture Partners, Inc.,
filed as Exhibit 99.3 to the Current Report on Form
8-K of McKesson Corporation dated September 22, 1997
and filed September 24, 1997, is incorporated herein
by reference.
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
By: /s/ Ivan D. Meyerson
-------------------------
Name: Ivan D. Meyerson
Title: Vice President
and General Counsel
PATRIOT ACQUISITION CORP.
By: /s/ Ivan D. Meyerson
-------------------------
Name: Ivan D. Meyerson
Title: Executive Vice President
Dated: October 2, 1997
ANNEX I
Directors and Executive Officers of McKesson and Merger Sub
Set forth below is the name and present principal
occupation of each director and executive officer of McKesson and
of Merger Sub as of September 30, 1997. The business address of
each such director and executive officer is c/o McKesson
Corporation, One Post Street, San Francisco, California 94104,
unless otherwise indicated below.
Directors of McKesson:
- ---------------------
Alan Seelenfreund......... Chairman of the Board, McKesson.
Mark A. Pulido............ President and Chief Executive
Officer, McKesson.
Mary G.F. Bitterman....... President and Chief Executive
Officer, KQED, Inc. 2601 Mariposa
Street, San Francisco, CA 94110-1400.
KQED is a public broadcasting
company.
Tully M. Friedman......... Chairman and Chief Executive Officer
of Tully M. Friedman & Company, LLC.
One Maritime Plaza, Suite 1000, San
Francisco, CA 94111. Tully M.
Friedman & Company, LLC is a private
investment firm.
John M. Pietruski......... Chairman, Texas Biotechnology
Company, Chairman and Chief Executive
Officer, Retired, Sterling Drug Inc.
Suite 3408, 1 Penn Plaza, New York,
NY 10119. Texas Biotechnology
Company is a publicly held
pharmaceutical research and
development company.
Carl E. Reichardt......... Chairman of the Board, Retired, Wells
Fargo & Company. c/o Wells Fargo &
Company, 420 Montgomery Street, San
Francisco, CA 94104. Wells Fargo &
Company is the holding company for
Wells Fargo Bank, N.A.
Jane E. Shaw.............. Founder, The Stable Network. 1040
Noel Drive, Suite 107, Menlo Park, CA
94025. The Stable Network is a
biopharmaceutical consulting firm.
Robert H. Waterman, Jr.... Chairman, The Waterman Group, Inc.
1777 Borel Place, Suite 410, San
Mateo, CA 94402. The Waterman Group,
Inc. is a management research and
publishing firm.
David S. Pottruck......... President and Chief Operating
Officer, The Charles Schwab
Corporation and Chief Executive
Officer of Charles Schwab & Co.,
Inc., 1101 Montgomery Street, San
Francisco, CA 94104. The Charles
Schwab & Co., Inc. is a financial
services company.
Executive Officers of McKesson:
- ------------------------------
Mark A. Pulido............ President and Chief Executive Officer
William A. Armstrong...... Vice President Human Resources and
Administration
Michael T. Dalby.......... Vice President Strategic Planning
John H. Hammergren........ Vice President and Group President,
McKesson Health Systems Group
Richard H. Hawkins........ Vice President and Chief Financial
Officer
David L. Mahoney.......... Vice President and Group President,
McKesson Pharmaceutical Services and
International Group
Mark T. Majeske........... Vice President and Group President,
McKesson Customer Operations Group
Ivan D. Meyerson.......... Vice President and General Counsel
Nancy A. Miller........... Vice President and Corporate
Secretary
Steven B. Nielsen......... Vice President
Charles A. Norris......... Vice President and President,
McKesson Water Products Company
Alan M. Pearce............ Treasurer
Carmine J. Villani........ Vice President and Chief Information
Officer
Heidi E. Yodowitz......... Controller
Directors of Merger Sub:
- -----------------------
Richard H. Hawkins........ President and Treasurer, Merger Sub,
c/o Patriot Acquisition Corp., One
Post Street, San Francisco,
California 94104
Ivan D. Meyerson.......... Executive Vice President, Merger Sub,
c/o Patriot Acquisition Corp., One
Post Street, San Francisco,
California 94104
Nancy A. Miller........... Vice President and Corporate
Secretary, Merger Sub, c/o Patriot
Acquisition Corp., One Post Street,
San Francisco, California 94104
Executive Officers of Merger Sub:
- --------------------------------
Richard H. Hawkins........ President and Treasurer
Ivan D. Meyerson.......... Executive Vice President
Nancy A. Miller........... Vice President and Secretary
EXHIBIT INDEX
Exhibit Description
- ------- -----------------------------------------------------
1 Agreement and Plan of Merger, dated as of September
22, 1997, by and among McKesson Corporation,
AmeriSource Health Corporation and Patriot
Acquisition Corp., filed as Exhibit 99.1 to the
Current Report on Form 8-K of McKesson Corporation
dated September 22, 1997 and filed September 24,
1997,is incorporated herein by reference.
2 Stock Option Agreement, dated as of September 22,
1997, between McKesson Corporation and AmeriSource
Health Corporation, filed as Exhibit 99.2 to the
Current Report on Form 8-K of McKesson Corporation
dated September 22, 1997 and filed September 24,
1997, is incorporated herein by reference.
3 Voting/Support Agreement, dated as of September 22,
1997, by and among McKesson Corporation, Patriot
Acquisition Corp. and 399 Venture Partners, Inc.,
filed as Exhibit 99.3 to the Current Report on Form
8-K of McKesson Corporation dated September 22, 1997
and filed September 24, 1997, is incorporated herein
by reference.
