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.
(continued on next page)
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 December 18, 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 1, 9, 34, 41 and 54, respectively, of
that table and the substitution therefor of the following:
<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>
1. Fidelity Hastings Street 297,400 7.435% 297,400 0 0.0%
Trust: Fidelity Fund (1)
9. Fidelity Financial Trust: 162,200 4.055% 162,200 0 0.0%
Fidelity Convertible
Securities Fund (1)
34. Fidelity Management Trust 16,200 0.405% 16,200 0 0.0%
Company (4)
41. Variable Insurance Products 9,400 0.235% 9,400 0 0.0%
Fund III: Growth & Income
Portfolio (1)
54. Fidelity Advisor Series I: 3,600 0.09% 3,600 0 0.0%
Fidelity Advisor Growth &
Income Fund (1)
</TABLE>
________________________
(1) The entity is either an investment company or a portfolio of
an investment company registered under Section 8 of the
Investment Company Act of 1940, as amended, or a private
investment account advised by Fidelity Management & Research
Company ("FMR Co."). FMR Co. is a Massachusetts corporation
and an investment advisor registered under Section 203 of the
Investment Advisers Act of 1940, as amended, and provides
investment advisory services to each of such Fidelity entities
identified above, and to other registered investment companies
and to certain other funds which are generally offered to a
limited group of investors. FMR Co. is a wholly-owned
subsidiary of FMR Corp. ("FMR"), a Massachusetts corporation.
As of October 31, 1997, FMR beneficially owned 4,771,937
shares (10.28%) of the McKesson Common Stock issued and
outstanding.
(4) Shares indicated as owned by such entity are owned directly by
various private investment accounts, primarily employee
benefit plans for which Fidelity Management Trust Company
("FMTC") serves as trustee or managing agent. FMTC is a
wholly-owned subsidiary of FMR and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, as
amended."
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)".
