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.
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 October 1, 1997.
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 17, 21, 37, 43, 47, 48, 52, 53, 56, 57 and 58 of that table
and the substitution therefor of the following:
<TABLE>
<CAPTION>
Convertible
Preferred
Securities Number of Convertible
Owned Convertible Preferred
Prior to Preferred Securities Owned
Offering Securities After Offering
"Selling Holder Number Percent Offered Number Percent
<S> <C> <C> <C> <C> <C> <C>
17. San Diego 69,350 1.73% 69,350 0 0%
County
21. Nicholas-Applegate 62,500 1.56 62,500 0 0%
Income &
Growth Fund
37. San Diego City 16,250 0.41% 16,250 0 0%
Retirement
43. Wake Forest University 12,800 0.32% 12,800 0 0%
47. Engineers Joint 8,200 0.21% 8,200 0 0%
Pension Fund
48. Physicians Life 5,000 0.13% 5,000 0 0%
52. Baptist Hospital 5,200 0.13% 5,200 0 0%
53. Occidental College 4,850 0.12% 4,850 0 0%
56. Boston Museum 2,250 0.06% 2,250 0 0%
of Fine Art
57. Dunham & Associates 1,400 0.04% 1,400 0 0%
Fund II
58. Dunham & Associates 600 0.02% 600 0 0%"
Ser III
</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)".
