<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
REGISTRATION NO. 333-56623
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
<TABLE>
<S> <C> <C>
MCKESSON CORPORATION DELAWARE 94-3207296
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION IDENTIFICATION NUMBER)
</TABLE>
MCKESSON PLAZA
ONE POST STREET
SAN FRANCISCO, CALIFORNIA 94104
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
NANCY A. MILLER
VICE PRESIDENT AND CORPORATE SECRETARY
MCKESSON CORPORATION
MCKESSON PLAZA, ONE POST STREET
SAN FRANCISCO, CALIFORNIA 94104
(415) 983-8300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------
COPIES TO:
<TABLE>
<S> <C>
IVAN D. MEYERSON GREGG A. NOEL
VICE PRESIDENT AND GENERAL COUNSEL SKADDEN, ARPS, SLATE, MEAGHER
MCKESSON CORPORATION & FLOM LLP
MCKESSON PLAZA, ONE POST STREET 300 SOUTH GRAND AVENUE, SUITE 3400
SAN FRANCISCO, CALIFORNIA 94104 LOS ANGELES, CALIFORNIA 90071
(415) 983-8300 (213) 687-5000
</TABLE>
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- ---------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1)(2) PER SHARE (1) OFFERING PRICE FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share....... 5,000,000 $76.59 $382,950,000 $112,971.00
Rights to Purchase
Preferred Stock(2)....
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- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the registration fee is calculated based on the
average of the high and low prices for the Common Stock, as reported on
The New York Stock Exchange on June 3, 1998.
(2) Associated with the Common Stock are rights to purchase Series A Junior
Participating Preferred Stock of McKesson Corporation (the "Series A
Preferred Stock") that will not be exercisable or evidenced separately
from the Common Stock prior to the occurrence of certain events. No
separate consideration will be received by the Company for the initial
issuance of the rights to purchase the Series A Preferred Stock.
(3) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 24, 1998
PROSPECTUS
5,000,000 SHARES
MCKESSON CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
-----------
This Prospectus relates to 5,000,000 shares (the "Shares") of common stock,
par value $0.01 per share (the "Common Stock"), of McKesson Corporation
("McKesson" or the "Company") which may be offered and issued from time to time
in connection with one or more business combinations with the Company or its
subsidiaries. The Shares may be issued from time to time in connection with (i)
mergers, consolidations, recapitalizations or similar plans of acquisition;
(ii) purchases of some or all of the assets of one or more businesses; and
(iii) exchanges for some or all of the outstanding securities, obligations or
other interests of one or more businesses, including, among other things,
capital stock, loans and partnership interests.
The Company anticipates that the specific terms of each such business
combination in which Shares will be issued will be the result of negotiations
with the owners and controlling persons of the businesses, assets, securities
or other interests involved in the business combination. The Shares so issued
will generally be valued (i) at prices based on or related to market prices for
the Common Stock at or near the time the Company agrees to the terms of such
business combination or the time of closing, during the period or periods prior
to delivery of such Shares, or based on average market prices for periods
ending at or near such times or (ii) such other basis as the parties may agree.
No underwriting discounts or commission will be paid in connection with such
business combinations, however, brokers' and finders' fees may be paid from
time to time with respect to specific business combinations. Any person
receiving such fees may be deemed an underwriter within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
The Shares will, prior to their issuance, be listed on the New York Stock
Exchange, Inc. ("NYSE")and the Pacific Exchange, Inc. (the "PE") subject to
official notice of issuance. The Common Stock is traded under the symbol "MCK."
The last reported sale price of the Common Stock on the NYSE on June 10, 1998
was $80 5/16 per share.
-----------
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DESCRIPTION
OF CERTAIN RISKS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
SHARES.
-----------
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 is June , 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the Commission's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549, or at the public reference facilities of
the regional offices in Chicago and New York. The addresses of these regional
offices are as follows: 500 West Madison Street, Chicago, Illinois 60661, and
7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed
rates. The Commission also maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants (including McKesson) that file electronically with the Commission
(at http://www.sec.gov). The Common Stock is listed on each of the NYSE and
the PE. Reports, proxy statements, and other information concerning the
Company may also be inspected at the offices of the NYSE at 20 Broad Street,
New York, New York 10005 and at the offices of the PE at 301 Pine Street, San
Francisco, California 94104.
The Company has filed with the Commission a Registration Statement on Form
S-4 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the securities offered by
this Prospectus. This Prospectus does not contain all the information set
forth in the Registration Statement. In addition, certain documents filed by
the Company with the Commission have been incorporated into this Prospectus by
reference. See "Incorporation of Certain Documents by Reference." Statements
contained herein concerning the provisions of any such document do not purport
to be complete and, in each instance, are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
subject to and qualified in its entirety by such reference. For further
information about the Company and the securities offered hereby, please read
the Registration Statement, any applicable Prospectus Supplement, and the
documents incorporated herein and therein by reference.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in the Prospectus the following
documents previously filed by the Company with the Commission pursuant to the
Exchange Act:
1. Annual Report on Form 10-K for the fiscal year ended March 31, 1998,
filed on June 18, 1998.
2. Current Reports on Form 8-K filed on November 22, 1996 (as amended by
Amendment No. 1 on Form 8-K/A, filed on January 21, 1997, and as further
amended by Amendment No. 2 on Form 8-K/A filed on April 28, 1997).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference in the Prospectus and to be part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS WHICH ARE NOT PRESENT
HEREIN OR DELIVERED HEREWITH. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH
PERSON, INCLUDING ANY BENEFICIAL OWNER TO WHOM THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
INFORMATION THAT HAS BEEN INCORPORATED BY REFERENCE IN THE PROSPECTUS (NOT
INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION
THAT THIS PROSPECTUS INCORPORATES). REQUESTS FOR SUCH DOCUMENTS SHALL BE
DIRECTED TO NANCY A. MILLER, VICE PRESIDENT AND CORPORATE SECRETARY, MCKESSON
CORPORATION, MCKESSON PLAZA, ONE POST STREET, SAN FRANCISCO, CALIFORNIA 94104
(TELEPHONE (415) 983-8300).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain of the matters discussed under the captions "Risk Factors,"
"Financial Review," "The Company" and elsewhere in this Prospectus or in the
information incorporated by reference herein may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Certain of such forward-looking statements can be
identified by the use of forward-looking terminology such as, "believes,"
"expects," "may," "will," "should," "seeks," "approximately," "intends,"
"plans," "estimates," or "anticipates" or the negative thereof or other
comparable terminology, or by discussions of financial trends, strategy, plans
or intentions. Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected. These
include the speed of integration of acquired businesses, the impact of
continued competitive pressures, success of strategic initiatives,
implementation of new technologies, continued industry consolidation, changes
in customer mix, changes in pharmaceutical manufacturers' pricing and
distribution policies, the changing United States health care environment and
other factors discussed herein or incorporated by reference herein.
3
<PAGE>
THE COMPANY
McKesson is the leading health care supply management company in North
America. The Company also develops and manages innovative marketing programs
for pharmaceutical manufacturers and, through McKesson Water Products Company
("Water Products"), processes and markets pure drinking water.
The Company's objective is to become the world leader in health care supply
across the entire supply chain, from manufacturer to patient. The Company
conducts its operations through two operating business segments: the Health
Care Services segment and Water Products segment.
The principal executive offices of the Company are located at McKesson
Plaza, One Post Street, San Francisco, California 94104, and the telephone
number is (415) 983-8300.
4
<PAGE>
RISK FACTORS
RISKS GENERALLY ASSOCIATED WITH ACQUISITIONS
An element of the Company's growth strategy is to pursue strategic
acquisitions that either expand or complement its business, and McKesson
routinely reviews such potential acquisition opportunities. Acquisitions
involve a number of special risks, including the diversion of management's
attention to the assimilation of the operations from other business concerns,
difficulties in the integration of operations and systems, delays or
difficulties in opening and operating larger distribution centers in an
integrated distribution network, the assimilation and retention of the
personnel of the acquired companies, challenges in retaining the customers of
the combined businesses and potential adverse short-term effects on operating
results. In addition, the Company may require additional debt or equity
financing for future acquisitions, which may not be available on terms
favorable to the Company, if at all. The inability of the Company to
successfully finance, complete and integrate strategic acquisitions in a
timely manner could have an adverse impact on the Company's results of
operations and its ability to effect a portion of its growth strategy.
CHANGING UNITED STATES HEALTH CARE ENVIRONMENT
In recent years, the health care industry has undergone significant change
driven by various efforts to reduce costs, including potential national health
care reform, trends toward managed care, cuts in Medicare, consolidation of
pharmaceutical and medical/surgical supply distributors, and the development
of large, sophisticated purchasing groups. This industry is expected to
continue to undergo significant changes for the foreseeable future. Other
healthcare industry factors that could have a material adverse effect on the
Company's results of operations include: (i) changes in governmental support
of health care services, the method by which such services are delivered or
the prices for such services; (ii) other legislation or regulations governing
such services or mandated benefits; or (iii) changes in pharmaceutical
manufacturers' pricing or distribution policies.
COMPUTER TECHNOLOGIES
McKesson relies heavily on computer technologies to operate its business. As
a result, McKesson continuously seeks to upgrade and improve its computer
systems in order to provide better service to its customers and to support the
Company's growth. McKesson has conducted an assessment of its computer systems
and has begun to make the changes necessary to make its computer systems Year
2000 compliant. McKesson believes that with modifications to or replacements
of its existing computer-based systems, it will be Year 2000 compliant by
March 31, 1999, although the Company cannot provide any assurance in this
regard. McKesson's systems rely in part on the computer-based systems of its
trading partners. As part of the Company's assessment, an overview of certain
of its trading partners' Year 2000 compliance strategies is being performed,
and the Company plans to conduct extensive systems testing with such trading
partners during calendar 1999. Nevertheless, if any trading partner or other
entity upon which they rely failed to become Year 2000 compliant, McKesson
could be adversely affected. The Company incurred approximately $7 million in
fiscal 1998 and expects to incur between $10 and $15 million in each of the
next two fiscal years in costs associated with modifications to the Company's
existing systems to make them Year 2000 compliant and related testing,
including planned testing with trading partners. Such costs are being expensed
as incurred. Year 2000 project costs are difficult to estimate accurately, and
the projected costs could change due to unanticipated technological
difficulties, project vendor delays, and project vendor cost overruns. The
inability of the Company to successfully complete its Year 2000 compliance
project or to maintain computer systems that meet the Company's and its
customers' needs could have an adverse effect on the Company.
5
<PAGE>
ACQUISITION TERMS
The Shares may be issued from time to time in connection with (i) mergers,
consolidations, recapitalizations or similar plans of acquisition; (ii)
purchases of some or all of the assets of one or more businesses; and
(iii) exchanges for some or all of the outstanding securities, obligations and
other interests of one or more businesses, including, among other things,
capital stock, loans and partnership interests.
The Company anticipates that the specific terms of each business combination
in which Shares will be issued will be the result of negotiations with the
owners and controlling persons of the businesses, assets, securities or other
interests involved in the business combination. The Shares so issued will
generally be valued at prices based on or related to market prices for the
Common Stock at or near the time the Company agrees to the terms of such
business combination or the time of closing, during the period or periods
prior to delivery of such Shares, or based on average market prices for
periods ending at or near such times or on such other basis as the parties may
agree. No underwriting discounts or commission will be paid in connection with
such business combinations, however, brokers' and finders' fees may be paid
from time to time with respect to specific business combinations. Any person
receiving such fees may be deemed an underwriter within the meaning of the
Securities Act.
6
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following descriptions of the Company's capital stock and of certain
provisions of Delaware law do not purport to be complete and are subject to
and qualified in their entirety by reference to the Company's Restated
Certificate of Incorporation (the "Certificate") and Restated By-Laws (the
"By-Laws") and Delaware law, and, with respect to certain rights of holders of
shares of Common Stock, the Rights Agreement (as hereinafter defined). Copies
of such documents have been filed with the Commission and are filed as
exhibits to the Registration Statement of which this Prospectus is a part.
As of the date hereof, the capital stock of the Company consists of
200,000,000 authorized shares of Common Stock and 100,000,000 authorized
shares of Series Preferred Stock, par value $0.01 per share (the "Preferred
Stock").
COMMON STOCK
As of June 1, 1998, there were 94,929,952 shares of Common Stock issued and
outstanding.
The holders of outstanding shares of Common Stock are entitled to receive
dividends out of assets legally available therefor at such times and in such
amounts as the Company's Board of Directors (the "Board") may from time to
time determine. The shares of Common Stock are neither redeemable nor
convertible, and do not provide the holders thereof with any preemptive or
subscription rights to purchase any securities of the Company. Upon
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to receive the assets of the Company which are legally
available for distribution, after payment of all debts, other liabilities and
any liquidation preferences of outstanding Preferred Stock. Each outstanding
share of Common Stock is entitled to one vote on all matters submitted to a
vote of stockholders. There is no cumulative voting.
In February 1997, McKesson Financing Trust issued an aggregate of 4,123,720
5% Trust Convertible Preferred Securities (each, a "Trust Security"). Each
Trust Security is convertible into Common Stock at any time prior to the close
of business on the business day prior to June 1, 2027 (or prior to the date of
redemption of the Trust Security), at the option of the holder, at the rate of
1.3418 shares of Common Stock for each Trust Security (equivalent to a
conversion price of $37.26 per share of Common Stock), subject to adjustment
in certain circumstances.
PREFERRED STOCK
As of the date hereof, there were no shares of Preferred Stock issued and
outstanding. The Board is authorized to issue the Preferred Stock in classes
or series and to fix the designations, preferences, qualifications,
limitations, or restrictions of any class or series with respect to the rate
and nature of dividends, the price and terms and conditions on which shares
may be redeemed, the amount payable in the event of voluntary or involuntary
liquidation, the terms and conditions for conversion or exchange into any
other class or series of the stock, voting rights and other terms. Of the
Preferred Stock, 10,000,000 shares have been designated Series A Junior
Participating Preferred Stock (the "Series A Preferred Stock") and reserved
for issuance pursuant to the Company's Rights Agreement.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION AND BY-LAWS
The Certificate and By-Laws of the Company contain certain provisions that
may be deemed to have an anti-takeover effect and may delay, deter or prevent
a tender offer or takeover attempt that a stockholder might consider to be in
the stockholder's best interest, including those takeover attempts that might
result in a premium over the market price for the shares held by stockholders.
Pursuant to the Certificate, the Board is divided into three classes serving
staggered three-year terms. Directors can be removed from office only for
cause and only by the affirmative vote of the holders of at least a majority
of the voting power of the then outstanding shares of any class or series of
capital stock of the Company entitled to vote generally in the election of
directors. Vacancies and newly created directorships on the Board may be
filled only by a majority of the remaining directors or by the plurality vote
of the stockholders.
7
<PAGE>
The Certificate also provides that any action required or permitted to be
taken by the holders of Common Stock may be effected only at an annual or
special meeting of such holders, and that stockholders may act in lieu of such
meetings only by unanimous written consent. The By-Laws provide that special
meetings of holders of Common Stock may be called only by the Chairman or the
President of the Company or the Board. Holders of Common Stock are not
permitted to call a special meeting or to require that the Board call a
special meeting of stockholders.
The By-Laws establish an advance notice procedure for the nomination, other
than by or at the direction of the Board, of candidates for election as
directors as well as for other stockholder proposals to be considered at
annual meetings of stockholders. In general, notice of intent to nominate a
director or raise business at such meetings must be received by the Company
not less than 60 nor more than 90 days prior to the date of the annual meeting
and must contain certain specified information concerning the person to be
nominated or the matters to be brought before the meeting and concerning the
stockholder submitting the proposal.
The Certificate also provides that certain provisions of the By-Laws may
only be amended by the affirmative vote of the holders of 75% of the shares of
the Company outstanding and entitled to vote. The Certificate also provides
that, in addition to any affirmative vote required by law, the affirmative
vote of holders of 80% of the voting stock of the Company and two-thirds of
the voting stock other than voting stock held by an interested stockholder
shall be necessary to approve certain business combinations proposed by an
interested stockholder.
The foregoing summary is qualified in its entirety by the provisions of the
Certificate and By-Laws, copies of which have been filed with the Commission.
RIGHTS PLAN
Pursuant to the Company's Rights Agreement, 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 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 form 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 (or such later date as the Board may
determine) 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 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.
The term "Acquiring Person" means any person who, together with affiliates
and associates, acquires beneficial ownership of shares of Common Stock
representing 15% or more of the Common Stock, but shall not include the
Company, any subsidiary of the Company, any employee benefit plan of the
Company or of any subsidiary of the Company, or any person or entity
organized, appointed or established by the Company for or pursuant to the
terms of such plan.
In the event that a person becomes an Acquiring Person (except pursuant to
an offer for all outstanding shares of Common Stock which the independent
directors determine to be fair to and otherwise in the best
8
<PAGE>
interests of the Company and its stockholders), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a calculated value equal to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of such event, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person and certain related
persons and transferees will be null and void. However, Rights are not
exercisable following the occurrence of such event until such time as the
Rights are no longer redeemable as set forth below.
At any time prior to the tenth day following the Stock Acquisition Date, the
Company may redeem the Rights, in whole, but not in part, at a price of $.01
per Right.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including without limitation, the right to
vote or to receive dividends.
In general, the Rights Agreement may be amended by the Board (i) prior to
the Distribution Date in any manner, and (ii) on or after the Distribution
Date in certain respects including (a) to shorten or lengthen at any time
period and (b) in a manner not adverse to the interests of Rights holders.
However, amendments extending the redemption period must be made while the
Rights are still redeemable.
The Rights have certain anti-takeover effects and will cause substantial
dilution to a person or group that attempts to acquire the Company on terms
not approved by the Board. The Rights should not interfere with any merger or
other business combination approved by the Board, since the Board may redeem
the Rights as provided above.
SECTION 203 OF DELAWARE GENERAL CORPORATION LAW
The Company is subject to the "business combination" statute of the Delaware
General Corporation Law (Section 203). In general, such statute prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with any "interested stockholder" for a period of three years after the date
of the transaction in which the person became an "interested stockholder,"
unless (i) such transaction is approved by the board of directors prior to the
date the interested stockholder obtains such status, (ii) upon consummation of
such transaction, the "interested stockholder" beneficially owned at least 85%
of the voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned by (a) persons who are directors and also
officers and (b) employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or (iii) the "business
combination" is approved by the board of directors and authorized at an annual
or special meeting of stockholders by the affirmative vote of at least 66 2/3%
of the outstanding voting stock which is not owned by the "interested
stockholder." A "business combination" includes mergers, asset sales and other
transactions resulting in financial benefit to the "interested stockholder."
An "interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years, did own) beneficially 15% or more of
a corporation's voting stock. The statute could prohibit or delay mergers or
other takeover or change in control attempts with respect to the Company and,
accordingly, may discourage attempts to acquire the Company.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK
The Company's authorized but unissued shares of Common Stock and Preferred
Stock may be issued without additional stockholder approval and may be
utilized for a variety of corporate purposes, including future offerings to
raise additional capital or to facilitate corporate acquisitions.
The issuance of Preferred Stock could have the effect of delaying or
preventing a change in control of the Company. The issuance of Preferred Stock
could decrease the amount of earnings and assets available for distribution to
the holders of Common Stock or could adversely affect the rights and powers,
including voting
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rights, of the holders of the Common Stock. In certain circumstances, such
issuance could have the effect of decreasing the market price of the Common
Stock.
One of the effects of the existence of unissued and unreserved Common Stock
or Preferred Stock may be to enable the Board to issue shares to persons
friendly to current management which could render more difficult or discourage
an attempt to obtain control of the Company by means of a merger, tender
offer, proxy contest or otherwise, and thereby protect the continuity of
management. Such additional shares also could be used to dilute the stock
ownership of persons seeking to obtain control of the Company.
The Company has reserved for issuance shares of Common Stock for (i) the
Company's stock option and other employee benefit plans, (ii) the conversion
of the Trust Securities, and (iii) for the pending acquisition of AmeriSource
Health Corporation. The Company does not currently have any plans to issue
shares of Preferred Stock, although 10,000,000 shares have been designated
Series A Preferred Stock pursuant to the Company's Rights Agreement.
LIMITATION OF DIRECTORS LIABILITY
The Certificate contains a provision that limits the liability of the
Company's directors for monetary damages for breach of fiduciary duty as a
director to the fullest extent permitted by the Delaware General Corporation
Law. Such limitation does not, however, affect the liability of a director (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or purchases, and (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of this provision is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
the fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such as
an injunction or rescission in the event of a breach of a director's duty of
care. In addition, the directors and officers of the Company have
indemnification protection.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of the Shares will be passed upon for McKesson by Ivan D. Meyerson,
Vice President and General Counsel of McKesson, and by Skadden, Arps, Slate,
Meagher & Flom LLP, Los Angeles, California.
EXPERTS
The consolidated financial statements of the Company and the related
financial statement schedule incorporated in this Registration Statement by
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998 and the consolidated financial statements of FoxMeyer for
the year ended March 31, 1996 incorporated in this Registration Statement by
reference from McKesson's Current Report on Form 8-K/A filed with the
Commission on April 28, 1997 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated herein by
reference (which report dated May 18, 1998 on McKesson's consolidated
financial statements expresses an unqualified opinion and which report on
FoxMeyer's consolidated financial statements dated June 28, 1996 (March 18,
1997 as to paragraph seven of Note Q), expresses an unqualified opinion and
includes an explanatory paragraph relating to the sale of the principal assets
of FoxMeyer and its Chapter 7 bankruptcy filing). Such consolidated financial
statements and financial statement schedule have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts
in auditing and accounting.
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NO DEALER, SALESMAN, OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER, OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS
OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 3
Special Note Regarding Forward-Looking Statements.......................... 3
The Company................................................................ 4
Risk Factors............................................................... 5
Acquisition Terms.......................................................... 6
Description of Capital Stock............................................... 7
Legal Matters.............................................................. 10
Experts.................................................................... 10
</TABLE>
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5,000,000 SHARES
MCKESSON CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
----------------
PROSPECTUS
----------------
June , 1998
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of the Restated By-Laws of the Company (the "Bylaws"), in
accordance with the provisions of Section 145 of the General Corporation Law
of Delaware (the "Delaware Corporation Law"), provides that the Company shall
indemnify any person in connection with any threatened, pending or completed
legal proceeding (other than a legal proceeding by or in the right of the
Company) by reason of the fact that such person is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership or
other enterprise against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with such legal proceeding if such person acted in good faith and
in a manner that such person reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe that his or
her conduct was unlawful. If the legal proceeding is by or in the right of the
Company, the director or officer may be indemnified by the Company against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such legal proceeding if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Company, except that such
person may not be indemnified in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
a court determines otherwise.
Article VIII of the Company's By-Laws allows the Company to maintain
director and officer liability insurance on behalf of any person who is or was
a director or officer of the Company or such person who serves or served as
director, officer, employee or agent of another corporation, partnership or
other enterprise at the request of the Company.
Article VI of the Company's Restated Certificate of Incorporation, in
accordance with Section 102(b)(7) of the Delaware Corporation Law, provides
that no director of the Company shall be personally liable to the Company or
its stockholders for monetary damages for any breach of such director's
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (1) for any breach of such director's
duty of loyalty to the Company or its stockholders, (2) for acts or omissions
that are not in good faith or involve intentional misconduct or a knowing
violation of the law, (3) under Section 174 of the Delaware Corporation Law,
or (4) for any transaction from which the director derived an improper
personal benefit.
ITEM 21. LIST OF EXHIBITS.
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EXHIBIT
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3.1 Restated Certificate of Incorporation of the Company (Exhibit 3.1(1)).
3.2 Restated Bylaws of the Company as amended through May 30, 1997
(Exhibit 3.1 (2)).
3.3 Rights Agreement, dated as of October 21, 1994, by and between the
Company and First Chicago Trust Company of New York as Rights Agent
(Exhibit 4.1(3)).
4.1 Indenture dated as of March 11, 19987 between the Company and The
First National Bank of Chicago, dated as of March 11, 1997 (Exhibit
4.1 (4)).
5.1** Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the legality
of the securities being registered hereby.
23.1** Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
23.2* Independent Auditors' Consent
24** Power of Attorney
</TABLE>
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(1) Incorporated by reference to designated exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1996, as amended
by Amendment No. 1 on Form 10-K/A, filed on February 13, 1997, File No. 1-
3252.
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<PAGE>
(2) Incorporated by reference to designated exhibit to the Company's Current
Report on Form 8-K filed with the Commission on June 24, 1997, File No. 1-
3252.
(3) Incorporated by reference to designated exhibit to Amendment No. 3 to the
Company's Registration Statement on Form 10 filed with the Commission on
October 27, 1994, File No. 1-13252.
(4) Incorporated by reference to designated exhibit to the Company's
Registration Statement on Form S-4 filed with the Commission on July 8,
1997, File No. 333-30899.
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*Filed herewith
**Previously filed
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-
effective) amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered thereby, and for the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than
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the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such.
(d) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in
the prospectus, to deliver or cause to be delivered to each person to whom the
prospectus is given the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(e)(1) That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) That every prospectus (i) that is filed pursuant to paragraph (e) (1)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
Registration Statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(f) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effect date of the
Registration Statement through the date of responding to the request.
(g) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when it
became effective.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on the 24th day of June, 1998.
McKESSON CORPORATION
/s/ Richard H. Hawkins
By: ___________________________
Name: Richard H. Hawkins
Title: Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* President and Chief June 24, 1998
____________________________________ Executive
Mark A. Pulido Officer and Director
(principal executive
officer)
* Vice President and June 24, 1998
____________________________________ Chief Financial Officer
Richard H. Hawkins (principal financial
officer)
* Controller June 24, 1998
____________________________________ (principal accounting
Heidi E. Yodowitz officer)
* Director June 24, 1998
____________________________________
Mary G. F. Bitterman
* Director June 24, 1998
____________________________________
Tully M. Friedman
* Director June 24, 1998
____________________________________
John M. Pietruski
Director June 24, 1998
____________________________________
David S. Pottruck
Director June 24, 1998
____________________________________
Carl E. Reichardt
* Director; June 24, 1998
____________________________________ Chairman of the Board
Alan Seelenfreund
* Director June 24, 1998
____________________________________
Jane E. Shaw
</TABLE>
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SIGNATURE TITLE DATE
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<C> <S> <C>
* Director June 24, 1998
_____________________________________
Robert H. Waterman, Jr.
*By: /s/ Nancy A. Miller
____________________________________
Nancy A. Miller
Attorney-in-fact
</TABLE>
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<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement of McKesson Corporation ("McKesson") on Form S-4 of our
report dated May 18, 1998 on McKesson's consolidated financial statements and
consolidated supplementary financial schedule, both such reports, appearing in
the Annual Report on Form 10-K of McKesson Corporation for the year ended
March 31, 1998, and our report on FoxMeyer Corporation's consolidated
financial statements dated June 28, 1996 (March 18, 1997 as to paragraph seven
of Note Q), which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the sale of the principal assets of FoxMeyer
Corporation and its Chapter 7 bankruptcy filing, appearing in the Current
Report on Form 8-K/A of McKesson Corporation filed with the Securities and
Exchange Commission on April 28, 1997.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Deloitte & Touche LLP
San Francisco, California
Dallas, Texas
June 24, 1998
