SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 31, 1996
(Date of earliest event reported)
McKesson Corporation
(Exact name of Registrant as specified in its charter)
Delaware 1-13252 94-3207296
(State of (Commission File No.) (IRS Employer
incorporation or Identification No.)
organization)
One Post Street
San Francisco, California
(Address of principal executive offices)
94104
(zip code)
(415) 983-8300
(Registrant's telephone number, including area code)
Exhibit Index is on Page 5.
Item 2. Acquisition or Disposition of Assets.
On December 10, 1996, McKesson Corporation ("McKesson"),
the holder of approximately 54% of the outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of Armor All Products
Corporation, a Delaware corporation ("Armor All"), filed a Form 8-K under
the Securities Exchange Act of 1934 disclosing McKesson's plans to
dispose of the Shares (the "December 10 Form 8-K") by tendering the Shares
into a tender offer (the "Offer") commenced by Shield Acquisition
Corporation, a wholly owned subsidiary of The Clorox Company (the
"Purchaser"). A copy of the December 10 Form 8-K is filed as Exhibit 99.1
and is incorporated herein by reference. On December 30, 1996 McKesson
tendered its Shares pursuant to the transactions described in the
December 10 Form 8-K.
The Offer by the Purchaser for all outstanding Shares
expired at 12:00 midnight, New York time, on Monday, December 30, 1996.
Based on a preliminary count from First Chicago Trust Company of New York
(the "Depositary"), a total of 21,119,908 Shares (including
approximately 419,202 Shares subject to guarantee of delivery and all of
the 11,624,900 Shares held by McKesson) were validly tendered and not
properly withdrawn pursuant to the Offer. On December 31, 1996, the
Purchaser directed the Depositary to accept for payment all Shares,
including the Shares tendered by McKesson, validly tendered as of the
expiration date of the Offer representing approximately 98.8% of the
outstanding Shares. A copy of a joint press release issued by Armor All
and The Clorox Company is filed as Exhibit 99.2 and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 Form 8-K under the Exchange Act of 1934 filed by
McKesson Corporation on December 10, 1996.
99.2 Press Release issued by The Clorox Company and Armor
All Products Corporation on December 31, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
McKESSON CORPORATION
By: /s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President and Secretary
Date: January 13, 1997
EXHIBIT INDEX
Exhibit Description Page
99.1 Form 8-K under the Securities Act of 1934, filed by N/A
McKesson Corporation on December 10, 1996.*
99.2 Press Release issued by The Clorox Company and N/A
Armor All Products Corporation on December 31,
1996.**
- - --------
* Incorporated by reference from Form 8-K of the Securities
Exchange Act of 1934 filed by McKesson Corporation on December
10, 1996.
** Incorporated by reference from Exhibit (a)(11) of Amendment No. 3
(Final Amendment) to Schedule 14D-1 Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of
1934 filed by Shield Acquisition Corporation and The Clorox
Company on December 31, 1996.
