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
deletion of items 26 and 46 and the substitution thereof to that table as
follows:
<TABLE>
<CAPTION>
Convertible Preferred Convertible Preferred
Securities Owned Number of Securities Owned
Prior to Offering Convertible Preferred After Offering
"Selling Holder Number Percent Securities Offered Number Percent
--------------------------- ------ ------- ----------------------- ------ -------
<S> <C> <C> <C> <C> <C>
26. Bond Fund Series-Oppenheimer 25,000 0.625% 25,000 0 0%
Bond Fund for Growth
46. Morgan Stanley & Co., Inc. 214,400 5.4% 52,700 161,700 4.0%"
</TABLE>
Morgan Stanley & Co. Incorporated and its affiliates have
performed various investment banking, commercial banking, fiduciary and
other services for McKesson in the past, and may do so from time to time in
the future.
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 12, 1997.
