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.
McKesson and HBO & Company ("HBOC"), a leading healthcare information
company, have signed a definitive merger agreement for McKesson to acquire
HBOC. Under the terms of the merger agreement, stockholders of HBOC would
receive a fixed exchange ratio of 0.37 shares of McKesson common stock for
each share of HBOC common stock in a tax-free exchange. The merger of the
two companies, which is subject to regulatory approval, McKesson and HBOC
shareholder approval and other customary conditions, would be accounted for
as a pooling of interests and is anticipated to close in the first quarter
of 1999. The new company would be named McKesson HBOC, and the corporate
headquarters of McKesson HBOC would be located in San Francisco,
California.
Upon completion of the merger, Charles W. McCall, currently president
and chief executive officer of HBOC, would become chairman of McKesson
HBOC's board of directors, and Mark A. Pulido, currently president and
chief executive officer of McKesson, would become president and chief
executive officer of McKesson HBOC. Also upon completion of the merger,
McKesson HBOC's board of directors would consist of ten members, which
would include five members from the current McKesson board and five from
the current HBOC board.
(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 October 26, 1998.
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 (i) by the
deletion of items 1, 9, 34 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
Trust: Fidelity Fund (1) 206,300 5.16% 206,300 0 0.0%
9 Fidelity Financial Trust:
Fidelity Convertible
Securities Fund (1) 26,900 0.67% 26,900 0 0.0%
34. Fidelity Management Trust
Company (4) 16,200 0.41% 16,200 0 0.0%
54. Fidelity Advisor Series I:
Fidelity Advisor Growth &
Income Fund (1) 3,600 0.09% 3,600 0 0.0%
</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 23, 1998, funds and accounts advised by FMR beneficially
owned 8,693,130 shares (approximately 8.8%) 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)".
