PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 18, 1997)
4,000,000 TRUST CONVERTIBLE PREFERRED SECURITIES
MCKESSON FINANCING TRUST
5% TRUST CONVERTIBLE PREFERRED SECURITIES
(LIQUIDATION AMOUNT $50 PER CONVERTIBLE PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY,
MCKESSON CORPORATION
This Prospectus Supplement supplements and amends the Prospectus
dated June 18, 1997 (the "Prospectus") relating to the 5% Trust
Convertible Preferred Securities (the "Convertible Preferred
Securities"), which represent preferred undivided beneficial interests
in the assets of McKesson Financing Trust, a statutory business trust
formed under the laws of the State of Delaware, and the shares of
common stock, par value $.01 per share, of McKesson Corporation, a
Delaware corporation ("McKesson"), issuable upon conversion of the
Convertible Preferred Securities.
On October 29, 1997, McKesson's board declared a two-for-one
split of its common stock to be effected in the form of a stock
dividend distributable January 2, 1998 to stockholders of record on
December 1, 1997.
McKesson and AmeriSource Health Corporation ("AmeriSource"), a
leading U.S. wholesale distributor of pharmaceutical and related
health care products and services, have signed a definitive merger
agreement providing for McKesson to acquire AmeriSource. Under the
terms of the agreement, stockholders of AmeriSource will receive a
fixed exchange ratio of 0.71 shares of McKesson common stock for each
share of AmeriSource common stock. McKesson will issue approximately
17.4 million new shares of common stock in the merger, and will assume
the long-term debt of AmeriSource which was approximately $532.3
million at June 30, 1997. The merger of the two companies has been
structured as a tax-free transaction and will be accounted for as a
pooling of interests. The combined company will operate under the
McKesson name and will be headquartered in San Francisco.
Upon completion of the merger, R. David Yost, currently president
and chief executive officer of AmeriSource, will become group
president of the AmeriSource Services Group and a McKesson corporate
vice president. Also upon completion of the merger, McKesson's board
of directors will be expanded from nine to twelve members, which will
include Yost and another two directors from the current AmeriSource
board.
On October 23, 1997, McKesson and AmeriSource received a request
for additional information and documentary material from the U.S.
Federal Trade Commission in connection with the merger. Subject to
regulatory approval and shareholder approval of both companies, the
transaction is expected to be completed in early 1998. There can be no
assurance that the merger will be completed, or that it will be
completed as contemplated.
The table on pages 56 through 58 of the Prospectus, which sets
forth information with respect to the Selling Holders (as defined in
the Prospectus) and the respective amounts of Convertible Preferred
Securities beneficially owned by each Selling Holder that may be
offered pursuant to the Prospectus (as supplemented and amended), is
hereby amended by the addition of an item 66 to that table as follows:
Convertible Convertible
Preferred Preferred
Securities Number of Securities
Owned Convertible Owned
Prior to Preferred After
Offering Securities Offering
"Selling Holder Number Percent Offered Number Percent
66. Lutheran Brotherhood 80,000 2.0% 80,000 0 0%"
The Prospectus, together with this Prospectus Supplement,
constitutes the prospectus required to be delivered by Section 5(b) of
the Securities Act of 1933, as amended, with respect to offers and
sales of the Convertible Preferred Securities and McKesson Common
Stock issuable upon conversion of the Convertible Preferred
Securities. All references in the Prospectus to "this Prospectus" are
hereby amended to read "this Prospectus (as supplemented and
amended)".
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 6 OF THE
PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is November 6, 1997.
