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. On March 9, 1998, the U.S.
Federal Trade Commission (the "FTC") filed a complaint in the United States
District Court for the District of Columbia seeking a preliminary
injunction to halt the merger; a pre-trial hearing on the matter has been
set for May 11, 1998. On March 18, 1998, McKesson and AmeriSource each
announced that they will oppose the FTC's motion for preliminary
injunction. There can be no assurance that McKesson and AmeriSource will
prevail in their opposition to the FTC's request for a preliminary
injunction, that the merger will be completed, or that it will be completed
as contemplated or what the results of the merger might be.
Under the terms of the merger agreement, stockholders of AmeriSource
would receive a fixed exchange ratio of 0.71 shares of McKesson common
stock for each share of AmeriSource common stock. McKesson would issue
approximately 17.4 million new shares of common stock in the merger, and
would assume the long-term debt of AmeriSource which was approximately
$781.0 million at December 31, 1997. The merger of the two companies has
been structured as a tax-free transaction and would be accounted for as a
pooling of interests. The combined company would operate under the McKesson
name and would be headquartered in San Francisco.
Upon completion of the merger, R. David Yost, currently president and
chief executive officer of AmeriSource, would 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 would be
expanded from nine to twelve members, which would include Yost and another
two directors from the current AmeriSource 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 March 19, 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, 41 and 54, respectively, of that table and the
substitution therefor of the following items 1, 9, 34, 41 and 54,
respectively, and (ii) by the addition of items 73, 74 and 75 as follows:
<TABLE>
<CAPTION>
Convertible
Preferred Convertible Preferred
Securities Owned Securities Owned
Prior to Offering Number of After Offering
----------------- Convertible Preferred ---------------------
"Selling Holder Number Percent Securities Offered Number Percent
- --------------- ------ ------- --------------------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
1. Fidelity Hastings 297,400 7.435% 297,400 0 0.0%
Street Trust:
Fidelity Fund (1)
9. Fidelity Financial 94,700 2.368% 94,700 0 0.0%
Trust: Fidelity
Convertible Securi-
ties Fund (1)
34. Fidelity Management 16,200 0.405% 16,200 0 0.0%
Trust Company (4)
41. Variable Insurance 9,400 0.235% 9,400 0 0.0%
Products Fund III:
Growth & Income
Portfolio (1)
54. Fidelity Advisor 3,600 0.09% 3,600 0 0.0%
Series I: Fidelity
Advisor Growth &
Income Fund (1)
73. McMahan Securities Co. 10,400 0.26% 10,400 0 0.0%
L.P.
74. Dreyfus Variable 3,900 0.10% 3,900 0 0.0%
Investment Fund, Growth
& Income Portfolio
75. Dreyfus Growth & 26,100 0.65% 26,100 0 0.0%
Income Fund
</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 March 18, 1998, funds and accounts advised by
FMR beneficially owned 10,148,290 shares (approximately 10.89%) 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)".
