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
Date of Report (Date of earliest event reported):
February 21, 1997
McKESSON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-13252 94-3207296
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
McKesson Plaza
One Post Street
San Francisco, California 94104
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(Address of principal executive offices) (Zip Code)
(415) 983-8300
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(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
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On February 21, 1997, the Registrant announced that it had
executed a definitive agreement to divest Millbrook
Distribution Services Inc., its Service Merchandising unit, to
R.A.B Holdings, Inc., a privately held investment group. The
text of the press release regarding this announcement is set
forth in Exhibit 99.1 to this Current Report on Form 8-K,
which exhibit is incorporated herein by reference.
In addition, on February 24, 1997, the Registrant announced
that it had completed its acquisition of privately-held
General Medical Inc. pursuant to the terms of an Agreement and
Plan of Merger dated as of January 28, 1997. The text of the
press release regarding this announcement is set forth in
Exhibit 99.2 to this Current Report on Form 8-K, which exhibit
is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(c) Exhibits
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99.1 Press Release of McKesson Corporation
dated February 21, 1997
99.2 Press Release of McKesson Corporation
dated February 24, 1997
SIGNATURES
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 thereunto duly authorized.
McKESSON CORPORATION
(Registrant)
Dated: February 24, 1997 BY /s/NANCY A. MILLER
Vice President and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
No. Title
- ------- ---------------------------------------
99.1 Press Release of McKesson Corporation dated
February 21, 1997
99.2 Press Release of McKesson Corporation dated
February 24, 1997
<PAGE>
Exhibit 99.1
Press Release
Contact: Janet Bley
(415) 983-9357
McKESSON TO SELL SERVICE MERCHANDISING UNIT
DIVESTITURE SUPPORTS McKESSON'S LEADERSHIP
IN HEALTH CARE SUPPLY MANAGEMENT
SAN FRANCISCO, Friday, February 21, 1997 (NYSE:MCK) -
Reaffirming its commitment to its core health care business,
McKesson Corp. today announced that the company has signed a
definitive agreement to divest Millbrook Distribution Services
Inc. its Service Merchandising unit, to R.A.B. Holdings, Inc.,
a privately held investment group. Terms of the transaction,
which is expected to be completed in late March 1997, were not
disclosed; however, the company stated that the after-tax sale
proceeds will approximate the book value of the business, and
that the divestiture would not be dilutive to McKesson
shareholders.
"Recently we have pursued a series of strategic initiatives
bringing us to the forefront in our industry and extending our
leadership in health care supply management. We have
effectively restructured our portfolio of businesses to focus
on health care by divesting non-core businesses," said Mark A.
Pulido, McKesson president and chief operating officer. "The
divestiture of our Service Merchandising unit marks another
significant milestone in this process." In accordance with
the strategy, the Company completed the acquisition of
FoxMeyer Drug in November 1996, and in January 1997, announced
the pending acquisition of General Medical Inc., the largest
multi-market distributor of medical and surgical supplies.
Last December, the Company completed the sale of its 55%
holding in Armor All Products Corp. and at the same time
placed Millbrook into discontinued operations.
Millbrook President and CEO Robert A. Sigel stated, "We have
enjoyed a strong relationship with McKesson for the past 12
years. With McKesson's decision to focus on health care, the
two companies are pursuing different strategic objectives.
Under R.A.B. Holdings ownership, Millbrook will continue on
its long-term plan to expand in the service merchandising
business." Sigel will remain with Millbrook Distribution as
president and chief executive officer.
McKesson is the largest health care supply management company
in North America through its U.S. health care businesses, its
Canadian subsidiary, Medis Health and Pharmaceutical Services,
and its interest in Mexico's Nadro, S.A. With General Medical
Inc., the largest multi-market distributor of medical-surgical
supplies, McKesson will further extend its leadership in
health care supply management. The Company also owns McKesson
Water Products, a leading U.S. provider of pure drinking
water.
Millbrook Distribution Services is the largest service
merchandising company in the U.S., distributing over 36,000
health & beauty care, general merchandise and specialty food
products to over 15,000 grocery stores and other retailers in
42 states. Headquartered in Leicester Massachusetts, Millbrook
has annual revenues of approximately $500 million.
# # #
McKesson news releases are available at no charge through
McKesson's NewsOnDemand fax service.
To immediately receive an index of available releases, call 1-
800-344-6495 and press 2.
On the Internet, visit us on the World Wide Web at:
http://www.McKesson.com
McKesson Corp. Financial Communications
0ne Post Street, San Francisco CA 94104
<PAGE>
Exhibit 99.2
Press Release
Contact: Janet Bley
(415) 983-9357
McKESSON CORP. COMPLETES ACQUISITION OF GENERAL MEDICAL INC.
SAN FRANCISCO, Monday, February 24, 1997 (NYSE:MCK) -
McKesson Corp. today announced that it completed the
acquisition of privately-held General Medical Inc. creating
the largest health care supply management company in North
America. Under the terms of the agreement, McKesson paid
approximately $775 million for General Medical, including $347
million for the equity and the assumption of debt. The
consideration for the equity was comprised of a payment of
approximately $174 million in cash and the issuance of
approximately 2.8 million shares of McKesson common stock.
McKesson expects the acquisition to be accretive in the first
year of ownership, effectively increasing the company's
overall operating margin and working capital turnover.
General Medical is the nation's leading supplier of medical-
surgical supplies to the full range of alternate-site health
care facilities including physicians and clinics, long-term
care and home-care sites, and is the third largest distributor
of medical-surgical supplies to hospitals. Early termination
of the waiting period under the Hart-Scott-Rodino Act allowed
the transaction to be completed in less than 30 days from the
initial announcement.
McKesson is the largest health care supply management company
in North America through its U.S. health care businesses, its
Canadian subsidiary, Medis Health and Pharmaceutical Services,
and its minority interest in Mexico's Nadro, S.A. With
General Medical Inc., the largest multi-market distributor of
medical-surgical supplies, McKesson further extends its
leadership in health care supply management. The Company also
owns McKesson Water Products, a leading U.S. provider of pure
drinking water.
Except for historical information contained herein, the
matters discussed in this release are forward-looking
statements that involve risks and uncertainties that could
cause actual results to differ materially from those
projected. These include the trends for continued growth of
McKesson's and General Medical's core health care businesses
and risks and uncertainties described in the company's SEC
reports. The company assumes no obligation to update
information contained in this release.
# # #
McKesson news releases are available at no charge through
McKesson's NewsOnDemand fax service.
To immediately receive an index of available releases, call 1-
800-344-6495 and press 2.
On the Internet, visit us on the World Wide Web at:
http://www.McKesson.com
McKesson Corp. Financial Communications
0ne Post Street, San Francisco CA 94104
