As filed with the Securities and Exchange Commission on
January 31, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
McKESSON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3207296
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Post Street
San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
McKesson Corporation Deferred Compensation
Administration Plan II
(Full Title of Plan)
Nancy A. Miller Ivan D. Meyerson
Vice President and Vice President and
Corporate Secretary General Counsel
One Post Street One Post Street
San Francisco, CA 94104 San Francisco, CA 94104
(Name and address of agents for service)
(415) 983-8300
(Telephone number, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount to Maximum Aggregate Amount of
to be be Regis- Offering Offering Registra-
Registered tered Price Price* tion Fee
- -----------------------------------------------------------
General $23,000,000 $23,000,000 $23,000,000 $7,932
Obligations
of McKesson Corporation
under the McKesson
Corporation Deferred
Compensation Administration
Plan II in the principal
amount of $23,000,000
* This registration statement covers the principal amount of
$23,000,000 and the registration fee is based upon such
principal amount.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1995.
(b) The Company's Definitive Proxy Statement dated June 9,
1995, filed with the Commission pursuant to Section 14
of the Exchange Act in connection with the annual
meeting of stockholders held on July 26, 1995
(including the financial Appendix thereto).
(c) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, and September 30, 1995.
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration
statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
The McKesson Corporation Deferred Compensation
Administration Plan II (the "Plan") is an unfunded deferred
compensation plan. The securities to be issued under the Plan
constitute general obligations of the Registrant and will be
offered to eligible Plan participants who may elect to defer
certain amounts of their annual compensation. An aggregate
principal amount of $23,000,000 is being registered under the
Plan. Further amounts may be registered and issued as new or
existing Plan participants elect to defer portions of their
compensation in subsequent years.
- --------------------
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933 and the Note to Part I of Form S-8.
Participation in the Plan is limited to the non-employee
members of the Registrant's Board of Directors and to certain
executives of the Registrant who are selected by the Plan
Administrator and who elect to defer a portion of their
compensation. The minimum amount that may be deferred by a
participant under the Plan for any year is $5,000. The maximum
amount of compensation that may be deferred by an eligible
executive is 80% of his or her annual base salary and 100% of any
eligible incentive award for any fiscal year. For eligible
directors, the maximum amount of compensation which may be
deferred under the Plan for any year is 100% of the amount of his
or her annual retainer and meeting fees. Notwithstanding these
limits, deferrals may be reduced by the Company to leave
sufficient remaining compensation for legally required taxes and
other authorized deductions, including, but not limited to, those
for Company benefit programs.
Compensation deferred by a participant under the Plan is
credited to a separate bookkeeping account for such participant.
No actual funds or Registrant stock are set aside for the purpose
of funding the Registrant's obligation to pay this deferred
compensation. Interest will be credited to each account for each
year of a participant's participation in the Plan at a rate equal
to a rate declared by the Registrant's Compensation Committee
acting in its sole discretion after taking into account, among
other things, the following factors: the Registrant's cost of
funds, corporate tax brackets, expected amount and duration of
deferrals, number and age of eligible participants, expected time
and manner of payment of deferred amounts, and expected
performance of available fixed-rate insurance contracts covering
the lives of participants in the Plan. Each account balance will
be compounded monthly at the twelfth root of the annual declared
rate of interest provided for under the Plan. The interest rate
credited in calendar years 1994, 1995 and to be credited in
calendar year 1996 is 9.5%.
Executives of the Registrant who elect to participate in the
Plan will have an additional amount automatically deferred from
their remaining compensation (the "Additional Deferral"). The
amount of the Additional Deferral will be a sum equal to (x) the
amount deferred by the participant into the Plan, multiplied by
(y) the percentage rate of the participant's deferrals into
Registrant's Profit-Sharing Investment Plan ("PSIP") as in effect
at the beginning of each year. The Additional Deferrals will be
credited to the participant's account in Registrant's
Supplemental PSIP and governed by the terms and conditions
thereof. All Additional Deferrals of participants shall be
credited with Registrant's matching contributions made in
accordance with the provisions of the Supplemental PSIP.
Deferrals are generally subject to a minimum deferral period
of five years. Upon termination of employment for any reason
other than retirement, disability or death, a participant's full
account balance will be paid to the participant regardless of any
prior deferral election. Upon retirement under the McKesson
Corporation Retirement Plan or in the event of a participant's
death or disability, Plan benefits will be distributed in the
form and at the time designated by the participant's prior valid
deferral election selected from the payment options offered by
the Plan. In the case of undue hardship for a participant, the
Plan Administrator, in its sole discretion, may direct payment to
a participant of all or any portion of any amounts deferred. In
the event of a change in control of the Company, amounts
attributable to deferrals made prior to January 1, 1994, will be
distributed to all Participants who so elected on or prior to
April 15, 1994.
The Plan also contains certain provisions to provide for the
one-time deferral of cash paid to the Registrant by Eli Lilly and
Company ("Lilly") upon the tender of shares of restricted stock,
which had been granted to certain executives under the 1988
Restricted Stock Plan, at the completion of the transaction
involving the acquisition of PCS Health Systems, Inc. by Lilly.
Amounts paid under the Plan will be paid from the general
funds of the Registrant, and each participant and his or her
beneficiaries have the status of unsecured general creditors of
the Registrant with no special or prior right to any assets of
the Registrant for payment of any obligations under the Plan.
Except as otherwise provided by law, Plan benefits are not
assignable, may not be used as security for loans or otherwise
alienated and are exempt from the claims of participants'
creditors and other claimants. As of December 31, 1995, the
aggregate amount of indebtedness of the Registrant senior to the
rights of the participants in the Plan was approximately $30
million. Under the Plan, there is no limitation on the
Registrant's right to issue additional senior debt or other
securities. No events of default exist under the Plan nor is any
absence of default evidence required. No trust of any kind is
created by the Plan for the benefit of any participant or
participant's beneficiary.
The Plan may be terminated or amended at any time by an
action of the majority of the Registrant's Board of Directors.
Any amendment will be prospective, so that benefits attributable
to prior compensation deferrals will not be affected by such
amendment. If the Plan is terminated, previously deferred
compensation and credited interest will be paid under the terms
of the Plan as soon as is practicable after termination.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby will be
passed upon for the Company by Ivan D. Meyerson, Vice President
and General Counsel of the Company, and the Plan's compliance
with ERISA will be passed upon by Liza G. Ring, Senior Counsel
for the Company. As of December 31, 1995, Mr. Meyerson
beneficially owned the principal amount of $145,201.00 in General
Obligations of the Company. Ms. Ring had no beneficial interest
in the General Obligations.
Item 6. Indemnification of Officers and Directors
Paragraph 7 of Article SIX of the Company's Corrected
Restated Certificate of Incorporation provides as follows:
"7. The Corporation shall indemnify (a) its directors to
the fullest extent permitted by the laws of the State of
Delaware now or hereafter in force, including the
advancement of expenses under the procedures provided by
such laws, (b) all of its officers to the same extent as it
shall indemnify its directors, and (c) its officers who are
not directors to such further extent as shall be authorized
by the Board of Directors and be consistent with law.
Subject only to any limitations prescribed by the laws of
the State of Delaware now or hereafter in force, the
foregoing shall not limit the authority of the Corporation
to indemnify the directors, officers and other employees and
agents of this Corporation consistent with law and shall not
be deemed to be exclusive of any rights to which those
indemnified may be entitled as a matter of law or under any
resolution, By-Law provision, or agreement."
Under Section 145 of the General Corporation Law of the
State of Delaware, the state in which the Registrant is
incorporated, a Delaware corporation has the power, under
specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or
proceedings brought against them by a third party, or by or in
the right of the corporation, by reason of the fact that they
were or are such directors, officers, employees or agents. In
general, Section 145 provides that a corporation has the power to
indemnify directors, officers, employees or agents where the
individual acted in good faith and in a manner such individual
reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such
individual's conduct was unlawful. In circumstances where the
individual shall have been adjudged to be liable for negligence
or misconduct in the performance of such individual's duty to the
corporation, indemnification will be allowed only to the extent
that the court considering the action decides, in view of the
circumstances, the individual is entitled to indemnity.
The directors and officers of the Registrant and its
subsidiaries are covered by policies of insurance under which
they are insured, within limits and subject to the limitations of
the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities
which might be imposed as a result of such actions, suits or
proceedings, in which they are parties by reason of being or
having been directors or officers; the Registrant is similarly
insured, with respect to certain payments it might be required to
make its directors or officers under the applicable statutes and
its charter provisions. In addition, pursuant to authority
contained in Article VIII of the Registrant's By-Laws ("Article
VIII"), the Registrant has entered into indemnification
agreements with its directors and officers. Those agreements, in
effect, give each director and officer a contractual right to
assert against the Registrant the indemnification rights provided
to them in Article VIII upon the occurrence of an Indemnifiable
Event (as defined in the agreements). The agreements further
provide for the funding of a trust by the Registrant in certain
specified circumstances in an amount sufficient to satisfy the
indemnitee's expenses and liabilities relating to an
Indemnifiable Event.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events effective arising after the date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of San Francisco, State of California, on the 31st day
of January, 1996.
McKESSON CORPORATION
By /s/Nancy A. Miller
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
- --------- ----- -----
*
- -----------------
Alan J. Seelenfreund Chairman of the Board January 31, 1996
and Chief Executive Officer
(Principal Executive Officer)
*
- -----------------
David E. McDowell President, Chief January 31, 1996
Operating Officer
and Director
*
- -----------------
Kevin B. Ferrell Vice President and January 31, 1996
Chief Financial Officer
(Principal Financial Officer)
*
- -----------------
Richard H. Hawkins Vice President and January 31, 1996
Controller (Principal
Accounting Officer)
*
- -----------------
Mary G.F. Bitterman Director January 31, 1996
- -----------------
Tully M. Friedman Director January 31, 1996
*
- -----------------
James R. Harvey Director January 31, 1996
*
- -----------------
George M. Keller Director January 31, 1996
*
- -----------------
John M. Pietruski Director January 31, 1996
*
- ----------------
Jane E. Shaw Director January 31, 1996
*
- ----------------
Robert H. Waterman, Jr. Director January 31, 1996
*By /s/Nancy A. Miller
(Attorney-in-Fact)
EXHIBIT INDEX
Exhibit
No. Description
- ---------------------------------------------------------
4 McKesson Corporation Deferred
Compensation Administration Plan II
5 Opinion of Ivan D. Meyerson, Vice President
and General Counsel of the Registrant, as to
the legality of the securities being registered
5.1 Opinion of Liza G. Ring, Senior Counsel of the
Registrant, as to compliance with requirements of ERISA
23 Independent Auditors' Consent
23.1 Consent of Ivan D. Meyerson, Vice President
and General Counsel of the Registrant, is
included in Exhibit 5 to this Registration
Statement
23.2 Consent of Liza G. Ring, Senior Counsel of the
Registrant, is included in Exhibit 5.1 to this
Registration Statement.
24 Powers of Attorney pursuant to which certain
officers and directors of the registrant
signed this Registration Statement
EXHIBIT 4
McKESSON CORPORATION
DEFERRED COMPENSATION ADMINISTRATION PLAN II
(DCAP II)
McKESSON CORPORATION
DEFERRED COMPENSATION ADMINISTRATION PLAN II
(As Amended through September 28, 1994)
A. PURPOSE
This Plan is established to further enhance the Company's
ability to attract and retain executive personnel and Directors.
The Plan replaces and supersedes the Directors' Deferred
Compensation Plan, the Management Deferred Compensation Plan, the
Deferred Compensation Administration Plan, and the PCS, Inc.
Optional Deferred Compensation Administration Plan.
B. ERISA PLAN
This Plan is an unfunded deferred compensation program for a
select group of management employees and Directors of the Company.
The Plan therefore is covered by Title I of ERISA except that it is
exempt from Parts 2, 3 and 4 of Title I of ERISA.
C. PARTICIPATION
1. Eligibility to Participate
a. Eligible Executives. The Administrator may, at its
discretion, and at any time, and from time to time, select Company
executives who may elect to participate in this Plan ("Eligible
Executives"). Selection of Eligible Executives may be evidenced by
the terms of the executive's employment contract with the Company,
or by inclusion among the persons or classes of persons specified
by the Administrator.
The Administrator may, at its discretion, and at any
time, and from time to time, designate additional Eligible
Executives and/or provide that executives previously designated are
no longer Eligible Executives. If the Administrator determines
that an executive is no longer an Eligible Executive, he or she
shall remain a Participant in the Plan until all amounts credited
to his or her Account prior to such determination are paid out
under the terms of the Plan (or until death, if earlier).
b. Eligible Directors. Each Director who is not a
Company employee may participate in this Plan ("Eligible
Directors").
2. Election to Participate. An Eligible Executive or an
Eligible Director may become a Participant in the Plan by electing
to defer compensation in accordance with the terms of this Plan.
An election to defer shall be in writing, shall be irrevocable and
shall be made at the time and in the form specified by the
Administrator. On electing to defer compensation under this Plan,
the Participant shall be deemed to accept all of the terms and
conditions of this Plan. All elections to defer amounts under this
Plan shall be made pursuant to an election executed and filed with
the Administrator before the amounts so deferred are earned.
3. Notification of Participants. The Administrator shall
annually notify each Eligible Executive and each Eligible Director
that he or she may participate in the Plan for the next Year. Such
notice shall also set forth the Declared Rate for the next Year.
4. Relation to Other Plans.
a. Participation in Other Plans. An Eligible Executive
or a Director may participate in this Plan and may also participate
in any other benefit plan of the Company in effect from time to
time for which he or she is eligible, unless the other plan may
otherwise exclude participation on the basis of eligibility for, or
participation in, this Plan. No amounts may be deferred under this
Plan which have been deferred under any other plan of the Company.
Deferrals under this Plan may result in a reduction of benefits
payable under the Social Security Act, the Company's Retirement
Plan and the Company's Profit-Sharing Investment Plan.
b. Automatic Deferral to Supplemental PSIP. Subject to
the last sentence of Section D.2. below, an Eligible Executive who
makes an election to defer compensation under this Plan shall have
an additional amount automatically deferred from his or her
remaining compensation. The amount of such additional deferral
will be an amount equal to (x) the amount deferred by the Eligible
Executive into the Plan, multiplied by (y) the percentage rate of
the Eligible Executive's deferrals into the McKesson Corporation
Profit-Sharing Investment Plan ("PSIP"), as in effect at the
beginning of each Year. The additional deferrals will be credited
to the Eligible Executive's account in the McKesson Corporation
Supplemental PSIP and governed by the terms of that plan.
D. AMOUNTS OF DEFERRAL
1. Minimum Deferral. The minimum amount that an Eligible
Executive may defer under this Plan for any Year is $5,000 of base
salary, or $5,000 of any annual bonuses and $5,000 of any Long-Term
Incentive Plan award. The minimum amount of compensation that an
Eligible Director may defer for any Year is $5,000.
2. Maximum Deferral for Eligible Executives. The maximum
amount of compensation which an Eligible Executive may defer under
this Plan for any Year is (i) eighty percent (80%) of the amount of
such Eligible Executive's base salary for such Year, and (ii) one
hundred percent (100%) of any annual bonus award and/or any
Long-Term Incentive Plan Award determined and payable to him or her
in such Year. Notwithstanding these limits, deferrals may be
reduced by the Company to leave sufficient remaining compensation
legally required for taxes and other authorized deductions,
including, but not limited to, those for Company benefit programs.
3. Maximum Deferral for Eligible Directors. The maximum
amount of compensation which an Eligible Director may defer under
this Plan for any Year is the amount of any annual retainer and
other fees from the Company earned by him or her in any such Year.
E. PAYMENT OF DEFERRED COMPENSATION
1. Book Account and Interest Credit. Compensation deferred
by a Participant under the Plan shall be credited to a separate
bookkeeping account for such Participant (the "Account").
(Sub-Accounts may be established for each Year for which the
Participant elects to defer compensation.) Interest shall be
credited to each Account (including Sub-Accounts established
thereunder) for each Year at a rate equal to a rate declared by the
Administrator acting in its sole discretion after taking into
account, among other things, the following factors: the Company's
cost of funds, corporate tax brackets, expected amount and duration
of deferrals, number and age of eligible Participants, expected
time and manner of payment of deferred amounts, and expected
performance of available fixed-rate insurance contracts covering
the lives of Participants (the "Declared Rate"). Each Account
balance shall be compounded monthly at the twelfth root of the
annual Declared Rate of interest provided for under this Plan. In
the case of installment payments as provided in Section E.3. below,
interest shall be credited on all amounts remaining in a
Participant's Account until all amounts are paid out.
2. Length of Deferral. An Eligible Executive or Eligible
Director shall elect in writing, and file with the Administrator,
at the same time as such Eligible Executive or Eligible Director
makes any election to defer compensation, the period of deferral
with respect to such election, subject to the minimum required
period of deferral, which is five years after the end of the Year
for which compensation is deferred. Notwithstanding the foregoing,
the five-year minimum deferral period shall not apply to payments
made as a result of death, Disability, Retirement, pre-Retirement
termination, or a Change in Control. Once such an election has
been made, the Eligible Executive or Eligible Director may alter
the period of deferral, provided that:
a. such alteration is made at least one year prior to
the earliest date the Participant could have received distribution
of the amounts credited to his or her Account under the earlier
election, and
b. such alteration does not provide for the receipt of
such amounts earlier than one year from the date of the alteration,
subject to the five-year minimum deferral rule stated above.
3. Election of Methods of Payment. A Participant shall
elect in writing, and file with the Administrator, at the same time
as any election to defer compensation, a method of payment of
benefits under this Plan from the following methods:
a. Payment of amounts credited to the Participant's
Account in any specified number of approximately equal annual
installments (not in excess of 10), the first installment to be
paid in January of the Year designated by the Participant.
b. Payment of the amounts credited to the Participant's
Account in any specified number of approximately equal annual
installments (not in excess of ten), the first installment to be
paid in January after the designated interval following the earlier
of Participant's Retirement or of the determination disability.
c. Payment of the amount credited to the Participant's
Account in a single sum.
4. Payments on Termination.
a. Director Termination. If an Eligible Director
ceases to be a Director of the Company for any reason other than
death, the entire undistributed amount credited to his or her
Account will be paid in the form elected by the Participant, or, if
no election has been made, in a lump sum as soon as practicable
after such cessation.
b. Executive Termination. If an Eligible Executive
terminates employment with the Company for any reason other than
Retirement, disability or death, the entire undistributed amount
credited to his or her Account will be paid in the form of a lump
sum as soon as practicable after such termination.
5. Payments on Death.
a. Death After Payments Have Begun. If a Participant
dies after payments from his or her Account have begun, the
remainder of the amounts credited to the Participant's Account
shall be paid to his or her Beneficiary at the same time and in the
same manner as they would have been paid had the Participant
survived.
b. Death Before Payments Have Begun. If a Participant
dies before payments from his or her Account have begun, the amount
credited to his or her Account shall be paid to his or her
Beneficiary at the time and in the manner elected by the
Participant. Such election shall be made in writing and filed with
the Administrator at the time of any election to defer
compensation. Benefits shall be paid in one of the methods
specified in paragraphs a. and c. of Section E.3. The
Administrator, at his or her discretion, may distribute all
benefits to a Beneficiary in a single payment if the value of his
or her Account balance is less than $5,000.
6. Payments on Disability. If the Administrator determines
that a Participant has become Disabled, the entire undistributed
amount credited to his or her Account will be paid in the form and
at the time elected by the Participant, or, if no election has been
made, in a lump sum as soon as practicable after such determination
is made.
7. Payments on Hardship. The Administrator may in his or
her sole discretion direct payment to a Participant of all or of
any portion of the Participant's Account balance, notwithstanding
an election under Section E.3. above, at any time that he or she
determines that such Participant has suffered an event of undue
hardship which causes an emergency condition in his or her
financial affairs.
8. Change in Control. For purposes of this Plan, a Change
in Control of Company shall be deemed to have occurred if any of
the events set forth in any of the following paragraphs shall
occur:
a. any "person" (as defined in section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and as such term is modified in Sections 13(d) and 14(d) of the
Exchange Act), excluding the Company or any of its subsidiaries, a
trustee or any fiduciary holding securities under an employee
benefit plan of the Company or any of its subsidiaries, an
underwriter temporarily holding securities pursuant to an offering
of such securities or a corporation owned, directly or indirectly,
by stockholders of the Company in substantially the same
proportions as their ownership of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
b. during any period of not more than two consecutive
years, individuals who at the beginning of such period constitute
the Board and any new director (other than a director designated by
a Person who has entered into an agreement with the Company to
effect a transaction described in clause a., c., or d. of this
paragraph) whose election by the Board or nomination for election
by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or
c. the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
(I) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity), in
combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company,
at least 50% of the combined voting power of the voting securities
of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or (II) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquires more
than 50% of the combined voting power of the Company's then
outstanding securities; or
d. the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
Notwithstanding the foregoing, no Change in Control shall
be deemed to have occurred if there is consummated any transaction
or series of integrated transactions immediately following which
the holders of the Company's Common Stock immediately prior to such
transaction or series of transactions continue to have the same
proportionate ownership in an entity which owns all or
substantially all of the assets of the Company immediately prior to
such transaction or series of transactions.
With respect to deferrals made prior to January 1, 1994,
deferred funds will be distributed upon a Change in Control, if the
Participant has so elected.
9. Designation of Beneficiary. A Participant may designate
any person(s) or any entity as his or her Beneficiary. Designation
shall be in writing and shall become effective only when filed with
the Administrator. Such filing must occur before the Participant's
death. A Participant may change the Beneficiary, from time to
time, by filing a new written designation with the Administrator.
If the Participant is married, any Beneficiary designation which
does not designate the Participant's spouse to receive at least
one-half of the Participant's Account shall only become effective
when approved in writing by the Participant's spouse.
F. SOURCE OF PAYMENT
Amounts paid under this Plan shall be paid from the general
funds of the Company, and each Participant and his or her
Beneficiaries shall be no more than unsecured general creditors of
the Company with no special or prior right to any assets of the
Company (whose claims may be subordinated to those of creditors of
Company subsidiaries) for payment of any obligations hereunder.
Nothing contained in this Plan shall be deemed to create a trust of
any kind for the benefit of any Participant or Beneficiary, or
create any fiduciary relationship between the Company and any
Participant or Beneficiary with respect to any assets of the
Company.
G. MISCELLANEOUS
1. Withholding. Each Participant and Beneficiary shall make
appropriate arrangements with the Company for the satisfaction of
any federal, state or local income tax withholding requirements and
Social Security or other employment tax requirements applicable to
the payment of benefits under this Plan. If no other arrangements
are made, the Company may provide, at its discretion, for such
withholding and tax payments as may be required.
2. No Assignment. The benefits provided under this Plan may
not be alienated, assigned, transferred, pledged or hypothecated by
any person, at any time. These benefits shall be exempt from the
claims of creditors or other claimants and from all orders,
decrees, levies, garnishments or executions.
3. Applicable Law; Severability. The Plan hereby created
shall be construed, administered and governed in all respects in
accordance with ERISA and the laws of the State of California to
the extent that the latter are not preempted by ERISA. If any
provision of this instrument shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining
provisions hereunder shall continue to be effective.
H. ADMINISTRATION OF THE PLAN
1. In General. The Plan Administrator shall be the Vice
President, Human Resources, of the Company. If the Vice President,
Human Resources, is a Participant, any discretionary action taken
as Administrator which directly affects him or her as a Participant
shall be specifically approved by the Compensation Committee. The
Administrator shall have the authority and responsibility to
interpret this Plan and shall adopt such rules and regulations for
carrying out this Plan as it may deem necessary or appropriate.
Decisions of the Administrator shall be final and binding on all
parties who have or claim any interest in this Plan.
2. Elections and Notices. All elections and notices made
under this Plan shall be in writing and filed with the
Administrator at the time and in the manner specified by him or
her. All elections to defer under this Plan shall be irrevocable.
I. AMENDMENT OR TERMINATION OF THE PLAN
A majority of the Board may at any time amend this Plan. Such
action shall be prospective only and shall not adversely affect the
rights of any Participant or Beneficiary to any benefit previously
earned under this Plan. A majority of the Board may at any time
terminate this Plan; thereupon compensation previously deferred
plus interest credited thereon shall promptly be paid, on
termination, in single lump sums to the respective Participants or
Beneficiaries entitled thereto.
J. EFFECTIVE DATE
This Plan is effective as of January 27, 1993, the date on
which this Plan was approved by the Board.
K. DEFINITIONS
For purposes of this Plan, the following terms shall have the
meanings
indicated:
1. "Account" means the Account specified in Section E.1.
2. "Administrator" shall mean the person specified in
Section H.
3. "Beneficiary" shall mean the person or entity described
by Section E.9.
4. "Board" shall mean the Board of Directors of McKesson
Corporation, a Delaware corporation.
5. "Company" shall mean McKesson Corporation, a Delaware
corporation and any subsidiary in which it owns at least 50% of the
issued and outstanding stock (and any subsidiary 50% of the issued
and outstanding stock of which is owned by such a subsidiary),
except Armor All Products Corporation and its subsidiaries.
6. "Compensation Committee" shall mean the Compensation
Committee of the Board.
7. "Declared Rate" shall have the meaning described in
Section E.1.
8. "Disabled" or "Disability" shall mean (1) a physical or
mental condition which, in the judgment of the Administrator, based
on competent medical evidence satisfactory to the Administrator,
renders a Participant unable to perform the work of his or her
regular occupation for the Company and which impairment is likely
to result in death or to be of long, continued and indefinite
duration, or (2) a judicial declaration of incompetence.
9. "Eligible Director" shall mean a Director described by
Section C.1.b.
10. "Eligible Executive" shall mean an employee of the
Company selected as being eligible to participate in this Plan
under Section C.1.a.
11. "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
12. "Participant" shall be any Company executive or member of
the Board for whom amounts are credited to an Account under this
Plan. Upon his or her death, his or her Beneficiary shall be a
Participant until all amounts are paid out of his or her
Account.
13. "Plan" shall mean the McKesson Corporation Deferred
Compensation Administration Plan II (DCAP II).
14. "Retirement" shall mean termination of employment after
attaining eligibility for a Retirement Allowance under the terms of
the McKesson Corporation Retirement Plan or receiving an Approved
Retirement under the terms of the Executive Benefit Retirement
Plan.
15. "Year" is the calendar year.
APPENDIX A
DEFERRAL OF RESTRICTED STOCK PROCEEDS
Any other provision of the Plan to the contrary notwithstanding,
the following provisions shall apply to the cash paid to the
Company by Eli Lilly and Company ("Lilly") upon the tender of
certain shares of restricted stock (the "Transaction Proceeds"),
which had been granted to executives under the Company's 1988
Restricted Stock Plan, at the completion of the transaction
involving the acquisition of PCS Health Systems, Inc. ("PCS") by
Lilly (the "Transaction").
1. Former executives of the Company may be selected to
participate in the Plan, and, if so selected, shall be deemed
Eligible Executives.
2. The Transaction Proceeds shall be automatically deferred
into the Plan on behalf of those Eligible Executives who hold
outstanding Restricted Stock Grants under the Company's 1988
Restricted Stock Plan. Such Eligible Executives shall be deemed to
have elected the deferral of the Transaction Proceeds.
3. The five-year minimum deferral period required by
paragraph E.2. of the Plan shall not apply to the deferral of the
Transaction Proceeds.
4. Transaction Proceeds shall not be deferred on behalf of
Eligible Executives who are also employees of PCS.
McKESSON CORPORATION
By: /s/ William A. Armstrong
Vice President Human Resources and Administration
EXHIBITS 5 and 23.1
January 31, 1996
Securities and Exchange Commission
File Desk, Room 1004
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
McKesson Corporation (the "Company") is filing with the Securities
and Exchange Commission a Registration Statement on Form S-8 for
the purpose of registering under the Securities Act of 1933, as
amended, General Obligations of the Company in the principal amount
of $23,000,000 pursuant to the Company's Deferred Compensation
Administration Plan II.
As General Counsel of the Company, I have examined such documents
and such matters of fact and law as I have deemed necessary for the
purpose of rendering the opinion expressed herein.
Based upon the foregoing, I am of the opinion that the General
Obligations of the Company described above will be duly authorized,
validly issued, fully paid and non-assessable.
Pursuant to the requirements of the Securities Act of 1933, as
amended, I hereby consent to the filing of this opinion as an
exhibit to the registration statement referred to above, including
any amendments thereto.
Very truly yours,
/s/Ivan D. Meyerson
Vice President and General Counsel
EXHIBIT 5.1 and 23.2
January 31, 1996
Securities and Exchange Commission
File Desk, Room 1004
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
In connection with the filing of a Registration Statement on Form
S-8, I have been asked for my opinion that the McKesson Corporation
Deferred Compensation Administration Plan II (the "Plan") continues
to meet the requirements of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). The Plan is subject only to the
provisions of Parts 1 and 5 of Title I of ERISA.
In connection with this request, I note that Parts 1 and 5 of Title
I of ERISA do not impose any substantive requirements regarding the
documentation of unfunded plans of deferred compensation covering
only a select group of management or highly compensated employees,
such as the Plan. Accordingly, I am of the opinion that the terms
of the Plan are in compliance with the applicable provisions of
ERISA.
Pursuant to the requirements of the Securities Act of 1933, as
amended, I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement referred to above, including any amendments
thereto.
Very truly yours,
/s/Liza G. Ring
Senior Counsel
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of McKesson Corporation on Form S-8 of our report dated
May 12, 1995, (which expresses an unqualified opinion and includes
an emphasis paragraph relating to a 1994 change in the method of
accounting for postemployment benefits), appearing in the Annual
Report on Form 10-K of McKesson Corporation for the year ended
March 31, 1995.
/s/DELOITTE & TOUCHE LLP
San Francisco, California
January 30, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McKesson Corporation, a Delaware Corporation
(the "Company"), contemplates filing with the Securities and
Exchange Commission at Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, and the regulations
promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments),
registering General Obligations of the Company under the Company's
Deferred Compensation Administration Plan II.
WHEREAS, the undersigned is an officer or director, or
both, of the Company,
NOW, THEREFORE, the undersigned hereby constitutes and
appoints Ivan D. Meyerson and Nancy A. Miller, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in
his or her name, place and stead, in any and all capacities, to
sign the aforementioned Registration Statement and any and all
amendments (including post-effective amendments) thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand this 31st day of January, 1996.
/s/Alan J. Seelenfreund
/s/David E. McDowell
/s/Kevin B. Ferrell
/s/Richard H. Hawkins
/s/Mary G.F. Bitterman
Tully M. Friedman
/s/James R. Harvey
/s/George M. Keller
/s/John F. Pietruski
/s/Jane E. Shaw
/s/Robert H. Waterman, Jr.
January 31, 1996
Securities and Exchange Commission
File Desk, Room 1004
450 Fifth Street, NW
Washington, DC 20549-1004
Re: McKesson Corporation - Direct Transmission
Form S-8 Registration Statement
General Obligations Under McKesson Corporation Deferred
Compensation Administration Plan II in the Principal Amount
of $23,000,000
Ladies and Gentlemen:
On behalf of McKesson Corporation (the "Company"), and in
connection with the registration of General Obligations of the
Company under the Company's Deferred Compensation Administration
Plan II in the principal amount of $23,000,000, we submit for
filing under the Securities Act of 1933, as amended, the Company's
registration statement on Form S-8, together with all exhibits.
Payment of the registration fee in the amount of $7,932 was
remitted by wire transfer to the Commission's lockbox account at
Mellon Bank in Pittsburgh, PA on January 31, 1996.
Should you have any questions concerning this filing, please
telephone me collect (tel. (415) 983-8301) or, in my absence, Ivan
Meyerson, Vice President and General Counsel for the Company (tel.
(415) 983-8319).
Very truly yours,
McKESSON CORPORATION
By /s/NANCY A. MILLER
Vice President and Corporate Secretary
NAM/DTI/it
