RULE 424(b)(3)
SEC FILE NO: 333-26443
STICKER SUPPLEMENT TO PROSPECTUS OF
MCKESSON CORPORATION
The sole purpose of this Supplement dated September 30, 1998 is to
replace the first two paragraphs set forth under the caption "Rights Plan"
in the Prospectus dated June 18, 1997 (the "Prospectus") of McKesson
Corporation. This Supplement is part of, and must be read in conjunction
with, the Prospectus. Capitalized terms used in this Supplement have the
meanings set forth in this Supplement or the Prospectus.
RIGHTS PLAN
Pursuant to the Company's Rights Agreement (as defined below),
the Board declared a dividend distribution of one right (a "Right")
for each outstanding share of Common Stock to stockholders of record
of the Company at November 1, 1994 (the "Record Date"). As a result
of the two-for-one stock split effective January 2, 1998, each share
of Common Stock has attached to it one-half of a Right. Each Right
entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share of Series A Junior
Participating Preferred Stock (the "Series A Preferred Stock") at a
purchase price of $100 per unit. The Rights expire on October 21,
2004, unless redeemed earlier by the Board. The terms of the Rights
are set forth in a Rights Agreement between the Company and a Rights
Agent (the "Rights Agreement"), a copy of which is filed with the
Commission. The following summary outlines certain provisions of the
Rights Agreement and is qualified by reference to the full text of the
Rights Agreement.
The Rights are attached to all Common Stock certificates
representing shares outstanding at the Record Date and shares issued
between the Record Date and the Distribution Date (as hereinafter
defined), and no separate rights certificates (the "Rights
Certificates") have been distributed. The Rights will separate from
the Common Stock, separate Rights Certificates will be issued and a
distribution date (the "Distribution Date") will occur upon the
earlier to occur of (i) ten business days following the date of a
public announcement that there is an Acquiring Person (as defined
below) (such date, the "Stock Acquisition Date"), (ii) ten business
days (or such later date as the Board may determine) following
commencement of a tender or exchange offer that would result in the
offeror beneficially owning 15% or more of the Common Stock or (iii)
ten business days after the Board determines that the ownership of 10%
or more of the Company's outstanding Common Stock by a person is (A)
intended to cause the Company to repurchase the Common Stock
beneficially owned by such person or (B) is causing, or is reasonably
likely to cause, a material adverse impact on the Company.
