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
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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 46 of that table and the substitution
therefor of the following:
Convertible
Preferred
Securities Number of Convertible
Owned Convertible Preferred
Prior to Preferred Securities Owned
Offering Securities After Offering
"Selling Holder Number Perent Offered Number Percent
46. Morgan 402,900 10.07% 227,800 175,100 4.38%"
Stanley & Co.,
Inc.
Morgan Stanley & Co. Incorporated and its affiliates have performed
various investment banking, commercial banking, fiduciary and other
services for McKesson in the past, and may do so from time to time in
the future.
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 25, 1997.
