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 from the
current AmeriSource board.
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 35 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>
35. Lutheran Brotherhood 15,000 0.375% 15,000 0 0%"
Series Income Fund,
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 October 22, 1997.
