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 ("McKesson Common Stock"), of McKesson Corporation, a Delaware
corporation ("McKesson"), issuable upon conversion of the Convertible
Preferred Securities.
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 to be named from AmeriSource.
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 item 7 of that table and the substitution therefor of the
following:
<TABLE>
<CAPTION>
Convertible
Preferred Convertible
Securities Number of Preferred
Owned Convertible Securities
Prior to Preferred Owned
Offering Securities After Offering
"Selling Holder Number Percent Offered Number Percent
- ---------------- ------ ------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
7. The TCW Group, 129,400 3.24% 129,400 0 0%"
Inc.
</TABLE>
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 September 23, 1997.
