<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
MCKESSON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3207296
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
MCKESSON PLAZA
ONE POST STREET
SAN FRANCISCO, CALIFORNIA 94104
(415) 983-8300
(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 & FLOM LLP
MCKESSON CORPORATION 300 SOUTH GRAND AVENUE, SUITE 3400
MCKESSON PLAZA, ONE POST STREET LOS ANGELES, CALIFORNIA 90071
SAN FRANCISCO, CALIFORNIA 94104 (213) 687-5000
(415) 983-8300
</TABLE>
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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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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share....... 1,869,182 $71.09 $132,880,148.38 $36,941.00
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Rights to Purchase
Series A Junior
Participating Preferred
Stock of McKesson
Corporation(2)........ N/A N/A N/A
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based on the average of the high and low
prices for the common stock on October 23, 1998, as reported on the New
York Stock Exchange.
(2) Associated with the common stock are rights to purchase Series A Junior
Participating Preferred Stock of McKesson Corporation 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
for the rights to purchase the Series A Preferred Stock.
---------------
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE +
+SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION +
+STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. +
+THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND THE SELLING +
+STOCKHOLDERS ARE NOT SOLICITING THE OFFER TO BUY THESE SECURITIES IN ANY +
+STATE WHERE SUCH OFFER OR SALE IS NOT PERMITTED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 30, 1998
PROSPECTUS
1,869,182 SHARES OF COMMON STOCK
MCKESSON CORPORATION
-----
The stockholders of McKesson Corporation listed below may offer from time to
time 1,869,182 shares of our common stock under this prospectus. We will not
receive any part of the proceeds from such sales.
Our common stock is listed on the New York Stock Exchange, Inc. and the
Pacific Exchange, Inc. under the trading symbol "MCK." On October 29, 1998, the
closing price of one share of our common stock on the New York Stock Exchange
was $74 7/8.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR A DESCRIPTION
OF CERTAIN MATTERS THAT YOU SHOULD CONSIDER BEFORE PURCHASING OUR COMMON STOCK.
-----
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----
The date of this prospectus is , 1998.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration
process. Under this shelf process, the selling stockholders, may sell up to
1,869,182 shares of our common stock. This prospectus provides you with a
general description of our common stock which the selling stockholders may
offer. When the selling stockholders sell our common stock, we may provide, if
necessary, a prospectus supplement that will contain specific terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information."
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed under the captions "Risk Factors" and "The Company"
and elsewhere in this prospectus or in the information incorporated by
reference constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Some of the forward-looking statements can be identified by the use of
forward-looking words such as "believes," "expects," "may," "will," "should,"
"seeks," "approximately," "intends," "plans," "estimates," or "anticipates" or
the negative of those words or other comparable terminology. The discussion of
financial trends, strategy, plans or intentions may also include forward-
looking statements. Forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those projected.
These include the speed of the integration of businesses we acquire, the impact
of continued competition in our industry, the success of strategic initiatives,
the 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 in this prospectus or incorporated by reference in this
prospectus.
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
About This Prospectus...................................................... i
Special Note Regarding Forward-Looking Statements.......................... i
The Company................................................................ 1
Use of Proceeds............................................................ 2
Risk Factors............................................................... 3
Selling Stockholders....................................................... 5
Description of Capital Stock............................................... 6
Plan of Distribution....................................................... 10
Experts.................................................................... 12
Legal Matters.............................................................. 12
Where You Can Find More Information........................................ 13
</TABLE>
i
<PAGE>
THE COMPANY
We are the leading health care supply management company in North America. We
also develop and manage innovative marketing programs for pharmaceutical
manufacturers and, through McKesson Water Products Company ("Water Products"),
we process, deliver and sell bottled drinking water.
Our objective is to become the world leader in health care supply and
comprehensive pharmaceutical management across the entire supply chain, from
manufacturer to patient. We conduct our operations through two operating
business segments: the Health Care Services segment and the Water Products
segment.
Our principal executive offices are located at McKesson Plaza, One Post
Street, San Francisco, California 94104, and our telephone number is (415) 983-
8300.
On October 17, 1998, McKesson Corporation ("McKesson") and HBO & Company
("HBOC"), a leading healthcare information company, signed a definitive merger
agreement for McKesson to acquire HBOC. Under the terms of the merger
agreement, stockholders of HBOC would receive 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, the approval of our
stockholders and the stockholders of HBOC 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 our president and chief executive
officer, 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 our current
board and five from the current HBOC board.
HBOC provides integrated patient care, clinical, financial, managed care and
strategic management software solutions for the healthcare industry. These open
systems applications facilitate the integration of clinical, financial and
administrative data from a wide range of customer systems and software. HBOC's
broad product portfolio can be implemented in a variety of combinations from
stand-alone to enterprisewide, enabling healthcare organizations to add
incremental capabilities to their existing information systems without making
prior capital investments obsolete. HBOC also provides a full complement of
network communications technologies, including wireless capabilities, as well
as outsourcing services that are offered under contract management agreements
whereby its staff manages and operates data centers, information systems,
medical call centers, organizations and business offices of healthcare
institutions of various sizes and structures. In addition, HBOC offers a wide
range of electronic commerce services, including electronic medical claims and
remittance advice services as well as statement processing.
HBOC markets its products and services to integrated health delivery
networks, hospitals, physicians' offices, home health providers, pharmacies,
reference laboratories, managed care
1
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providers and payors. HBOC also sells its products and services internationally
through subsidiaries and/or distribution agreements in the United Kingdom,
Canada, Ireland, Saudi Arabia, Kuwait, Australia, Puerto Rico and New Zealand.
HBOC has entered into an Agreement of Merger dated July 23, 1998 among HBOC,
HBO & Company of Georgia ("HBOC-GA") and IMNET Systems, Inc. ("IMNET"), which
provides electronic information and document management solutions for the
healthcare industry. Such agreement is subject, among other things, to IMNET
stockholder approval at a meeting scheduled to occur on October 30, 1998. If
the merger is completed, HBOC will issue up to approximately 12.7 million
shares of HBOC Common Stock to IMNET stockholders and optionholders.
HBOC, HBOC-GA and Access Health, Inc. ("Access") entered into an Agreement of
Merger dated as of September 28, 1998, as amended. Access provides clinically
based care management programs and health care information services. The merger
is subject to certain conditions, including the approval by Access
stockholders. If the merger is completed, HBOC will issue up to approximately
38,932,001 shares of HBOC common stock to Access stockholders and
optionholders.
USE OF PROCEEDS
All net proceeds from the sale of the shares of our common stock will go to
the stockholders who offer and sell their shares. Accordingly, we will not
receive any of the proceeds from the sales of the shares of our common stock.
2
<PAGE>
RISK FACTORS
RISKS GENERALLY ASSOCIATED WITH ACQUISITIONS
An element of our growth strategy is to pursue strategic acquisitions that
either expand or complement our business. We routinely review such potential
acquisition opportunities. Acquisitions involve a number of special risks. Such
risks include:
. the diversion of management's attention to the assimilation of the
operations of businesses we have acquired;
. difficulties in the integration of operations and systems;
. delays or difficulties in opening and operating larger distribution
centers in a larger and more complex 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 and the
ratings assigned to our debt.
In addition, in order to fund future acquisitions, we may be required to
borrow money or issue additional equity on terms which may be unfavorable to
us. In some instances, we may not be able to raise funds for future
acquisitions. Our inability to successfully finance, complete and integrate
strategic acquisitions in a timely manner could have an adverse impact on our
results of operations and our ability to effect a portion of our growth
strategy.
In October 1998, we entered into a merger agreement to acquire HBOC. The
merger of the two companies is subject to regulatory approval, the approval of
our stockholders and the stockholders of HBOC and other customary conditions.
It is anticipated that the merger will close in the first quarter of 1999.
However, there can be no assurance that the merger will be completed or that it
will be completed as contemplated or what the results of the merger will be.
CHANGING UNITED STATES HEALTH CARE ENVIRONMENT
In recent years, the health care industry has undergone significant change
driven by various efforts to reduce costs. Such efforts include 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
our results of operations include:
. changes in governmental support of health care services;
. the method by which such services are delivered or the prices for such
services;
. other legislation or regulations governing such services or mandated
benefits; or
. changes in pharmaceutical manufacturers' pricing or distribution
policies.
3
<PAGE>
COMPUTER TECHNOLOGIES
We rely heavily on computer technologies to operate our business. In 1996, we
began an assessment of our information technology which might be impacted by
the Year 2000 problem. Based on that assessment, we developed an enterprise-
wide Year 2000 project which consists of hundreds of individual projects under
the oversight of a central Year 2000 project office. We currently expect to
complete most of our mission critical projects by December 31, 1998 and all
phases of our identified projects by June 30, 1999. In addition, our business
relies in part on the computer-based systems of our customers and trade
suppliers, and on technology or data purchased from third parties. We are
reviewing the Year 2000 readiness of all of these third parties and are
continuing to develop contingency plans for any Year 2000 problems. We also
plan to conduct systems testing with third parties during calendar year 1999.
We believe that the most reasonably likely worst case Year 2000 scenario would
be a business disruption resulting from an extended and/or extensive
communications failure. We believe that such a disruption is likely to be
localized and of short duration and would therefore not be likely to have a
material adverse effect on us. However, because of the range of possible issues
and the large number of variables involved (including any acquisitions we may
make), we cannot quantify the potential cost of problems should our remediation
efforts or the efforts of those with whom we do business not be successful.
Such costs and any failure of such remediation efforts could result in a loss
of business, damage to McKesson's reputation and legal liability. Consequently
such costs or failures could have a material adverse effect on us.
We expect to incur a total projected cost of less than $40 million in
connection with our Year 2000 remediation efforts. Such costs are difficult to
estimate accurately and the projected cost could change due to unanticipated
technological difficulties, project vendor delays, project vendor cost overruns
and the degree to which systems of newly acquired businesses are compliant. For
a further discussion about our Year 2000 readiness, see our filings with the
SEC made pursuant to the Exchange Act.
4
<PAGE>
SELLING STOCKHOLDERS
The selling stockholders obtained their shares of our common stock as a
result of the merger of Hawk Medical Supply, Inc. ("Hawk") with and into
McKesson. Under the Registration Rights Agreement, dated as of June 22, 1998,
among McKesson and the stockholders and warrant holders of Hawk (the
"Registration Rights Agreement"), we agreed to register, under certain
circumstances, the shares of our common stock issued to the selling
stockholders and to keep this registration statement effective for at least 120
days, or until all of the registered shares are sold under the registration
statement, whichever comes first. This registration of shares of our common
stock does not necessarily mean that the selling stockholders will sell all or
any of their shares of our common stock.
The following table sets forth certain information about the shares of our
common stock that are owned by the selling stockholders as of the date of this
prospectus:
<TABLE>
<CAPTION>
SHARES OWNED SHARES OWNED
PRIOR TO THE SHARES BEING AFTER THE
NAME OF SELLING STOCKHOLDER OFFERING OFFERED OFFERING(2)
- --------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Bruce K. Anderson..................... 8,836(1) 0
Russell L. Carson..................... 8,836(1) 0
Anthony J. de Nicola.................. 803(1) 0
John R. Hamilton...................... 21,731 0
James B. Hoover....................... 2,410(1) 0
James B. Hoover-IRA................... 803(1) 0
David S. Mawhinney.................... 21,731 0
Thomas E. McInerney................... 2,123(1) 0
Robert A. Minicucci................... 1,767(1) 0
David A. Nelson....................... 81,490 0
Andrew M. Paul........................ 8,033(1) 0
Premier Purchasing Partners, L.P. .... 758,373 0
Paul B. Queally....................... 1,928(1) 0
John G. Rex-Waller and Carlisle Rex-
Waller, as joint tenants............. 21,731 0
Rudolph E. Rupert..................... 321(1) 0
Richard H. Stowe-IRA.................. 1,285(1) 0
Laura M. VanBuren..................... 803(1) 0
WCAS Healthcare Partners, L.P. ....... 24,098(1) 0
Patrick J. Welsh...................... 8,836(1) 0
Welsh, Carson, Anderson & Stowe VII,
L.P. ................................ 893,244(1) 0
</TABLE>
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(1) Pursuant to a pledge agreement dated August 3, 1998, between McKesson and
certain selling stockholders, certain of such selling stockholders' shares are
pledged against the payment by such selling stockholders, to us, when due, of
the principal and interest on certain promissory notes. The selling
stockholders' shares which are pledged to us may not be sold until such notes
are paid in full.
(2) Assumes that all of the shares held by the selling stockholders and being
offered under this prospectus are sold, and that the selling stockholders
acquire no additional shares of common stock before the completion of this
offering. After the offering, each selling stockholder will own less than 1% of
the total number of shares of common stock outstanding.
5
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DESCRIPTION OF CAPITAL STOCK
The following descriptions of our 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 our 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 our common stock, the Rights
Agreement (as defined below under the heading "Rights Plan") and Amendment No.
1 thereto. We have filed copies of such documents with the SEC and have
incorporated such documents as exhibits to the registration statement of which
this prospectus is a part.
As of the date hereof, our capital stock consists of 400,000,000 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 September 30, 1998, there were 99,271,776 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 our 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 their holders with any preemptive or subscription rights to
purchase any of our securities. Upon our liquidation, dissolution or winding
up, the holders of common stock are entitled to receive our assets 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 4,000,000
5% Trust Convertible Preferred Securities and 123,720 5% Trust Convertible
Common 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 100,000,000 authorized
shares of 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 our Rights Agreement.
6
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ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR RESTATED CERTIFICATE OF
INCORPORATION AND BY-LAWS
Our Certificate and By-Laws 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. Such takeover attempts may include those which would 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 McKesson 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.
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 our Chairman or
President 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, we must receive notice of the intent of a
stockholder to nominate a director or to raise business at such meetings not
less than 60 nor more than 90 days prior to the date of the annual meeting and
such notice 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 our outstanding
shares 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 our
voting stock and two-thirds of the voting stock other than voting stock held by
an interested stockholder is 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 SEC.
RIGHTS PLAN
Pursuant to our Rights Agreement, the Board declared a dividend distribution
of one right (a "Right") for each outstanding share of common stock to our
stockholders of record 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 us 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
7
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earlier by the Board. The terms of the Rights are set forth in a Rights
Agreement, as amended, between the Company and a rights agent (the "Rights
Agreement"), a copy of which is filed with the SEC. 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 defined below), 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 when the first of the
following events takes place:
. 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"),
. 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
. ten business days after the Board determines that the ownership of 10%
or more of our outstanding common stock by a person is (A) intended to
cause us 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 us.
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 us, any of
our subsidiaries, any of our employee benefit plans or any of our subsidiaries'
employee benefits plans, or any person or entity we organized, appointed or
established for or pursuant to the terms of such plans.
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 our best interests and that
of our stockholders), following a Distribution Date each holder of a Right will
thereafter have the right to receive, upon exercise, common stock (or, in
certain circumstances, cash, property or other of our securities) 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, we
may redeem the Rights, in whole, but not in part, at a price of $.01 per Right.
Until a Right is exercised, the holder of the Right, as such, will have no
rights as our stockholder, including without limitation, the right to vote or
to receive dividends.
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In general, the Rights Agreement may be amended by the Board (1) prior to the
Distribution Date in any manner and (2) on or after the Distribution Date in
certain respects including (A) to shorten or lengthen 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 us 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.
In connection with the definitive merger agreement (the "HBOC Merger
Agreement") by and among McKesson, a wholly owned subsidiary of McKesson and
HBOC, McKesson and the rights agent entered into Amendment No. 1 to the Rights
Agreement (the "Rights Agreement Amendment"). The Rights Agreement Amendment
provides, among other things, that HBOC shall not be deemed to be an "Acquiring
Person" as defined in the Rights Agreement as a result of the execution of the
HBOC Merger Agreement or the associated stock option agreement.
SECTION 203 OF DELAWARE GENERAL CORPORATION LAW
We are 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:
. such transaction is approved by the board of directors prior to the date
the interested stockholder obtains such status,
. 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 (1) persons who are directors and also officers and (2)
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
. 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% 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 us and, accordingly, may discourage
attempts to acquire us.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK
Our 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.
9
<PAGE>
The issuance of Preferred Stock could have the effect of delaying or
preventing a change in control of McKesson. The issuance of Preferred Stock
could decrease the amount of earnings and assets available for distribution to
the holders of our common stock or could adversely affect the rights and
powers, including voting rights, of the holders of our common stock. In certain
circumstances, such issuance could have the effect of decreasing the market
price of our 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 us by means of a merger, tender offer, proxy
contest or otherwise, and thereby protect the continuity of management. Such
additional shares could also be used to dilute the stock ownership of persons
seeking to obtain control of us.
We have reserved for issuance shares of common stock for the exercise of
options which have been granted or which may be granted in the future to our
directors, officers and employees and the conversion of the Trust Securities.
We do 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 our
Rights Agreement.
LIMITATION OF DIRECTORS LIABILITY
The Certificate contains a provision that limits the liability of our
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 for:
. any breach of the director's duty of loyalty to us or our stockholders,
. acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
. in respect of certain unlawful dividend payments or stock redemptions or
purchases, and
. for any transaction from which the director derives an improper personal
benefit.
The effect of this provision is to eliminate our rights and the rights of our
stockholders (through stockholders' derivative suits on our behalf) 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 above. This provision does not
limit or eliminate our rights or rights of 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, our directors and officers have
indemnification protection.
PLAN OF DISTRIBUTION
We are registering shares of our common stock on behalf of the selling
stockholders. As used herein, "selling stockholders" includes donees and
pledgees selling shares received from a named selling stockholder after the
date of this prospectus. The selling stockholders or their respective
successors in interest may offer their shares of our common stock at various
times, depending on market conditions and other factors, in one or more
transactions on any of the United States
10
<PAGE>
securities exchanges where our capital stock is listed, including the New York
Stock Exchange, Inc. and the Pacific Exchange, Inc., in the over-the-counter
market or in transactions other than on such exchanges or in the over-the-
counter market. The selling stockholders may sell their shares at market prices
prevailing at the time of the sale, at negotiated prices or at fixed prices.
The selling stockholders may offer their shares of our common stock in any
manner permitted by law, including through underwriters, brokers, dealers or
agents and directly to one or more purchasers. Sales of the shares of our
common stock may involve:
. sales to underwriters who will acquire the shares of our common stock
for their own account and resell them in one or more transactions at
fixed prices or at varying prices determined at the time of sale;
. block transactions in which the broker or dealer engaged will attempt to
sell the shares of our common stock as an agent but may position and
resell a portion of the block as a principal to facilitate the
transaction;
. purchases by a broker or dealer as principal and resale by such broker
or dealer for its account;
. an exchange distribution in accordance with the rules of any such
exchange; and
.ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
Brokers and dealers may receive compensation in the form of underwriting
discounts, concessions or commission from the selling stockholders and/or
purchasers of shares of our common stock for whom they may act as agents (which
compensation may be in excess of customary commissions). The selling
stockholder and any broker or dealer that participates in the distribution of
shares of our common stock may be deemed to be underwriters and any commissions
received by them and any profit on the resale of shares of our common stock
positioned by a broker or dealer may be deemed to be underwriting discounts and
commissions under the Securities Act. In the event any selling stockholder
engages an underwriter in connection with the sale of the shares of our common
stock, to the extent required, a prospectus supplement will be distributed,
which will set forth the number of shares of our common stock being offered and
the terms of the offering, including the names of the underwriters, any
discounts, commissions and other items constituting compensation to
underwriters, dealers or agents, the public offering price and any discounts,
commissions or concessions allowed or reallowed or paid by underwriters to
dealers. In addition, upon our being notified by a selling stockholder that a
donee or pledgee intends to sell more than 500 shares, a supplement to this
prospectus will be filed. Unless this prospectus is accompanied by a prospectus
supplement stating otherwise, offers and sales may be made pursuant to this
prospectus only in ordinary broker's transactions made on the New York Stock
Exchange, Inc. or the Pacific Exchange, Inc. in transactions involving ordinary
and customary brokerage commissions.
In addition, the selling stockholders may from time to time sell shares of
our common stock in transactions under Rule 144 promulgated under the
Securities Act.
Pursuant to the Registration Rights Agreement, we will pay all registration
expenses in connection with the registration of the shares of our common stock.
We and the selling stockholders have agreed to indemnify each other against
certain civil liabilities, including certain liabilities under the Securities
Act.
11
<PAGE>
EXPERTS
The consolidated financial statements of McKesson and the related financial
statement schedule incorporated in this prospectus and elsewhere in the
registration statement by reference from McKesson's Annual Report on Form 10-K
for the fiscal year ended March 31, 1998 and the consolidated financial
statements of FoxMeyer Corporation ("FoxMeyer") for the year ended March 31,
1996 incorporated in this prospectus and elsewhere in the registration
statement by reference from McKesson's Current Report on Form 8-K/A filed with
the SEC 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 a
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
accounting and auditing.
The audited financial statements and schedule of HBOC incorporated by
reference in this prospectus and elsewhere in the registration statement of
which this prospectus is a part, to the extent and for the periods indicated in
their reports, have been audited by Arthur Andersen LLP, independent public
accountants, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
With respect to the unaudited interim financial information of HBOC for the
three and nine months ended September 30, 1997 and 1998, which are incorporated
by reference herein, Arthur Andersen LLP has applied limited procedures in
accordance with professional standards for a review of that information.
However, their separate report thereon states that they did not audit and they
do not express an opinion on that interim financial information. Accordingly,
the degree of reliance on their report on that information should be restricted
in light of the limited nature of the review procedure applied. In addition,
the accountants are not subject to the liability provisions of Section 11 of
the Securities Act, for their report on the unaudited interim financial
information because that report is not a "report" or a "part" of the
registration statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act.
LEGAL MATTERS
Ivan D. Meyerson, Vice President and General Counsel of McKesson will issue
an opinion about the validity of the shares of our common stock. Mr. Meyerson
owns shares of, and holds options to purchase, in the aggregate, less than 1%
of our common stock.
12
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any documents we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1- 800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
to the public from the SEC's Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information we later file with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act:
1. Annual Report on Form 10-K for the fiscal year ended March 31, 1998,
as amended by Amendment No. 1 to Form 10-K, filed with the SEC on July 29,
1998;
2. Quarterly Reports on Form 10-Q for the quarters ended June 30, 1998
and September 30, 1998; and
3. Current Reports on Form 8-K dated November 22, 1996 (as amended by
Amendment No. 1 on Form 8-K/A filed on January 21, 1997 as further amended
by Amendment No. 2 on Form 8-K/A, filed on April 28, 1997) and October 19,
1998 (as amended by Amendment No. 1 on Form 8-K/A, filed on October 30,
1998).
You may request a copy of these filings, at no cost by writing or telephoning
us at the following address:
Nancy A. Miller
Vice President and Corporate Secretary
McKesson Corporation
McKesson Plaza
One Post Street
San Francisco, California 94104
(415) 983-8300
You should rely only on the information incorporated by reference or provided
in this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of the shares of our common stock in any state where the
offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents.
13
<PAGE>
[LOGO OF MCKESSON]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses (other than the SEC filing fee) are estimated.
<TABLE>
<S> <C>
SEC registration fee.................................................. $
Printing and engraving expenses.......................................
Accountants' fees and expenses........................................
Attorneys' fees and expenses..........................................
Miscellaneous.........................................................
-----
Total...............................................................
=====
</TABLE>
The Company will pay all registration expenses in connection with the
registration of the shares of our common stock.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of the Restated By-Laws (the "Bylaws") of McKesson Corporation
(the "Company"), 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 Restated 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.
II-1
<PAGE>
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1 Restated Certificate of Incorporation of the Company (Exhibit 3.2(1)).
3.2 Restated Bylaws of the Company, as amended through May 30, 1997 (Ex-
hibit 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)).
3.4 Amendment No. 1 to Rights Agreement, dated as of October 19, 1998, by
and between the Company and First Chicago Trust Company of New York
as Rights Agent (Exhibit 99.1(4)).
5.1 Opinion of Ivan D. Meyerson, Vice President and General Counsel of the
Company.
10.1* Registration Rights Agreement, dated as of June 22, 1998, among the
Company and the Selling Stockholders.
23.1 Consent of Ivan D. Meyerson (included in Exhibit 5.1).
23.2* Independent Auditors' Consent--Deloitte & Touche LLP.
23.3* Consent of Independent Public Accountants--Arthur Andersen LLP.
24.1* Power of Attorney.
</TABLE>
- --------
* Filed herewith
(1) Incorporated by reference to designated exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.
(2) Incorporated by reference to designated exhibit to the Company's Current
Report on Form 8-K as filed with the Commission on June 24, 1997.
(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.
(4) Incorporated by reference to designated exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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.
(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.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes 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 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 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 Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this 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 30th day
of October, 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
--------- ----- ----
<C> <S> <C>
/s/ Mark A. Pulido President and Chief October 30, 1998
____________________________________ Executive Officer and
Mark A. Pulido Director
(principal executive
officer)
/s/ Richard H. Hawkins Vice President and October 30, 1998
____________________________________ Chief Financial Officer
Richard H. Hawkins (principal financial
officer)
/s/ Heidi E. Yodowitz Controller October 30, 1998
____________________________________ (principal accounting
Heidi E. Yodowitz officer)
* Director October 30, 1998
____________________________________
Mary G.F. Bitterman
Director
____________________________________
Tully M. Friedman
* Director October 30, 1998
____________________________________
John M. Pietruski
____________________________________ Director
David S. Pottruck
____________________________________ Director
Carl E. Reichardt
* Director; October 30, 1998
____________________________________ Chairman of the Board
Alan Seelenfreund
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director October 30, 1998
____________________________________
Jane E. Shaw
* Director October 30, 1998
____________________________________
Robert H. Waterman, Jr.
</TABLE>
/s/ Nancy A. Miller
*By: __________________________
Nancy A. Miller
Attorney-in-fact
II-5
<PAGE>
EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
Dated as of June 22, 1998
<PAGE>
EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT, dated as of June 22, 1998, by McKesson
Corporation, a Delaware corporation (the "Company"), and the other undersigned
parties hereto.
1. Introduction; Term of Agreement The Company is a party to the
-------------------------------
separate Agreement and Plan of Merger (the "Merger Agreement"), dated as of June
22, 1998, among the Company, HMS Acquisition Corp., a Delaware corporation and
Hawk Medical Supply, Inc., a Delaware corporation ("Hawk"), pursuant to which
the Company has agreed, among other things, to acquire through merger Hawk and,
in connection therewith, to issue to the stockholders and warrant holders of
Hawk (the "Stockholders") shares of common stock of the Company (the "Common
Stock") as specified in the Merger Agreement. This Agreement shall become
effective upon the Effective Time (as defined in the Merger Agreement). This
Agreement shall terminate and be of no further force and effect on the second
anniversary date of the Effective Time. Certain capitalized terms used in this
Agreement are defined in section 3 hereof; references to sections shall be to
sections of this Agreement.
2. Registration under Securities Act, etc.
---------------------------------------
2.1 Registration on Request.
-----------------------
(a) Demand Request. Upon the written request of an Initiating
--------------
Holder (on its own and/or on behalf of the other Stockholders), requesting that
the Company effect the registration under the Securities Act of all or part of
such Initiating Holder's Registrable Securities or the Registrable Securities
owned by other Stockholders and specifying the intended method or methods of
disposition thereof (a "Demand Request"), the Company will, as promptly as
reasonably practicable but in no event later than 20 days after such request,
give written notice of such requested registration to all registered holders of
Registrable Securities who would be entitled to participate in such
registration, and thereupon the Company will, subject to the terms of this
Agreement, use its best efforts to effect the registration under the Securities
Act of:
(i) the Registrable Securities which the Company has
been so requested to register by such Initiating Holder (on its own
and/or on behalf of the other Stockholders) for disposition in
accordance with the intended method or methods of disposition stated
in such request;
(ii) all other Registrable Securities the holders of
which shall have made a written request to the Company for
registration thereof within 30 days after the giving of such written
notice by the Company (which request shall specify the intended method
or methods of disposition of such Registrable Securities);
<PAGE>
(iii) all shares of Common Stock which the Company may
elect to register in connection with the offering of Registrable
Securities pursuant to this section 2.1; and
(iv) all shares of Common Stock which the Company may
be required to register in connection with "piggyback" or incidental
registration rights granted to any other Person;
all to the extent requisite to permit the disposition (in accordance with the
intended method or methods of distribution specified in the Demand Request) of
the Registrable Securities and the additional shares of Common Stock, if any, so
to be registered, provided, however, that each such Demand Request shall be for
-------- -------
not less than 400,000 shares of Common Stock. Subject to the provisions of
section 2.1(d), each Initiating Holder (on its own and/or on behalf of the other
Stockholders) will have the right pursuant to this section 2.1(a) to make one
Demand Request (i.e., an aggregate of two Demand Requests).
Without limiting the generality of the foregoing, an Initiating Holder
shall have the right to request registration pursuant to this section 2.1 and
specify that one of the methods of disposition of Registrable Securities shall
be a block trade or trades involving Registrable Securities held by such
Initiating Holder and/or other Stockholders and that, in connection therewith,
the Company shall file with the Commission a registration statement under Rule
415 covering all of the Registrable Securities to be sold in the block trade or
trades. In such case, the Company shall file an appropriate shelf registration
statement with the Commission as promptly as reasonably practicable and in
accordance with the provisions of section 2.3. Subject to the provisions of
section 2.1(d), any shelf registration which involves a block trade or block
trades as an intended method of disposition, whether or not any such block trade
is made, shall be considered as the exercise of one of the two Demand Requests
permitted by this section 2.1(a).
Notwithstanding anything herein to the contrary, it is understood and
agreed that an Initiating Holder may at any time on or after the earlier of (i)
30 days prior to the date on which it is agreed by the parties that the
restricted period under Accounting Series Release No. 135 would expire and (ii)
October 1, 1998 (the "Commencement Date") make a Demand Request for registration
pursuant to this section 2.1(a) and, in the event an Initiating Holder makes
such a request, the Company shall use its best efforts to file a registration
statement with the Commission with respect to such request not later than the
thirtieth day following such request.
(b) Registration Statement Form. Registrations under this section 2.1
---------------------------
shall be on such appropriate registration form of the Commission (i) as shall be
selected by the Company and, as shall be reasonably acceptable to the Initiating
-2-
<PAGE>
Holder of the Registrable Securities so to be registered and (ii) as shall
permit the disposition of such Registrable Securities in accordance with the
intended method or methods of disposition specified in the request for such
registration.
(c) Expenses. The Company will pay all Registration Expenses in
--------
connection with any registration requested pursuant to this section 2.1
(including any registration deemed not to be "effected" under section 2.1).
(d) Effective Registration Statement. A registration requested
--------------------------------
pursuant to this section 2.1 shall not be deemed to have been effected (and
therefore not requested for purposes of the limitations in section 2.1(a) on the
number of requests for registration that can be made pursuant to section 2.1(a))
(i) unless a registration statement with respect thereto has become effective,
provided that a registration which does not become effective after the Company
- --------
has filed a registration statement with respect thereto solely by reason of the
refusal to proceed of the Initiating Holder (other than a refusal to proceed
based upon the advice of counsel relating to a matter with respect to the
Company) shall be deemed to have been effected by the Company at the request of
the Initiating Holder unless the Initiating Holder shall have elected to pay all
Registration Expenses in connection with such registration, (ii) if, after it
has become effective, such registration becomes subject to any stop order,
injunction or other order or requirement of the Commission or other governmental
agency or court for any reason, or (iii) if the conditions to closing specified
in the purchase agreement or underwriting agreement entered into in connection
with such registration are not satisfied, other than by reason of some act or
omission by the Initiating Holder or any other holder of Registrable Securities.
(e) Selection of Underwriters. If a requested registration pursuant
-------------------------
to this section 2.1 involves an underwritten offering, the underwriter or
underwriters thereof shall be selected by the Initiating Holder from a list of
underwriters to be agreed upon by the Initiating Holder and the Company.
(f) Priority in Requested Registrations. If a requested registration
-----------------------------------
pursuant to this section 2.1 involves an underwritten offering, and the managing
underwriter shall advise the Company in writing (with a copy to each holder of
Registrable Securities requesting registration) that, in its opinion, the number
of securities requested to be included in such registration (including
securities of the Company which are not Registrable Securities) exceeds the
number which can be sold in such offering within a price range acceptable to the
holders of a majority of the Registrable Securities requested to be included in
such registration, the Company will include in such registration, to the extent
of the number which the Company is so advised can be sold in such offering, (i)
first, Registrable Securities requested to be included in such registration by
the Initiating Holder, (ii) second, Registrable Securities requested to be
included in
-3-
<PAGE>
such registration by any other holder of Registrable Securities, pro rata among
--- ----
such other holders requesting such registration on the basis of the number of
such securities requested to be included by such holders and (iii) third,
subject to section 2.1(a) hereof, securities the Company proposes to sell and
other securities of the Company included in such registration by other holders
who may have "piggyback" or incidental registration rights.
(g) Delay Periods. The Company shall be entitled to postpone the
-------------
filing of any registration statement otherwise required to be prepared and filed
by the Company pursuant to this section 2.1, or suspend the use of any effective
registration statement under this section 2.1, for a reasonable period of time,
but not in excess of 90 days (a "Delay Period"), if (i) such postponement or
suspension is required by applicable law arising from events outside of the
control of the Company or (ii) any senior executive officer of the Company
determines that in such senior executive officer's reasonable good faith
judgment the registration and distribution of the Registrable Securities covered
or to be covered by such registration statement would materially interfere with
any pending material financing, acquisition, corporate reorganization, business
combination, joint venture, strategic alliance, commercial alliance or customer
contract involving the Company or any of its subsidiaries or would require
premature disclosure thereof and promptly gives the Initiating Holder written
notice of such determination, and an approximation of the period of the
anticipated delay; provided, however, that (i) the aggregate number of days
included in all Delay Periods during any consecutive 12 months shall not exceed
the aggregate of 180 days and (ii) a period of at least 90 days shall elapse
between the termination of any Delay Period and the commencement of the
immediately succeeding Delay Period. Immediately upon receipt of a written
notice of suspension, each holder of Registrable Securities shall cease all
disposition efforts with respect to Registrable Securities held by such holder.
If the Company shall so postpone the filing of a registration statement, the
Holders of Registrable Shares to be registered shall automatically be deemed to
have withdrawn the request for registration and such request shall not be
counted for purposes of determining the number of Demand Requests for
registration to which the Initiating Holder of Registrable Shares is entitled
pursuant to this section 2.1. The time period for which the Company is required
to maintain the effectiveness of any registration statement shall be extended by
the aggregate Delay Periods during such registration. The Company shall not be
entitled to initiate a Delay Period unless it shall (A) to the extent permitted
by agreements with other security holders of the Company, concurrently prohibit
sales by such other security holders under registration statements covering
securities held by such other security holders and (B) in the case of a delay
arising as a result of premature disclosure, in accordance with the Company's
policies from time to time in effect, forbid purchases and sales in the open
market by senior executives of the Company. Notwithstanding the foregoing, in
the case of a Demand Request made within 15 days
-4-
<PAGE>
from and including the Commencement Date (and, if the filing of the registration
statement is postponed as provided in this sentence, in the case of any Demand
Request made in substitution for such Demand Request until a registration
statement has been filed pursuant to this Section 2.1), (i) the Company shall
only be entitled to exercise its postponement rights under this paragraph (g) by
reason of a pending material acquisition, corporate reorganization, business
combination, joint venture, strategic alliance, commercial alliance or customer
contract (but not by reason of a pending material financing transaction)
involving the Company or any of its subsidiaries or if required by applicable
law arising from events outside of the control of the Company; provided,
--------
however, in the case of a pending material joint venture, strategic alliance,
- -------
commercial alliance or customer contract the applicable Delay Period shall be no
longer than fifty (50) days, and, (ii) for a period of 60 days following the
filing with the Commission of the registration statement relating to the
Registrable Securities covered by such Demand Request, the Company shall not be
entitled to exercise its suspension rights under this paragraph (g), except as
required by applicable law arising from events outside of the control of the
Company. In addition, in the case of a Demand Request other than a Demand
Request described in the preceding sentence, for a period of 60 days following
the filing with the Commission of the registration statement relating to the
Registrable Securities covered by such Demand Request, the Company shall only be
entitled to exercise its suspension rights under this paragraph (g) by reason of
a pending material acquisition, corporate reorganization, business combination,
joint venture, strategic alliance, commercial alliance or customer contract (but
not by reason of a pending material financing transaction) involving the Company
or any of its subsidiaries or if required by applicable law arising from events
outside of the control of the Company.
2.2 Incidental Registration.
-----------------------
(a) Right to Include Registrable Securities. If the Company at
---------------------------------------
any time proposes to register any of its shares of Common Stock (other than in
connection with a registration of securities which are convertible or
exchangeable into Common Stock) under the Securities Act (other than by a
registration on Form S-4 or S-8, or any successor or similar forms and other
than pursuant to section 2.1), whether or not for sale for its own account, it
will each such time give prompt written notice to all holders of Registrable
Securities of its intention to do so and of such holders' rights under this
section 2.2. Upon the written request of any such holder made within 30 days
after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by such holder and the
intended method or methods of disposition thereof), the Company will, subject to
the terms of this Agreement, use its best efforts to effect the registration
under the Securities Act of all Registrable Securities which the Company has
been so requested to register by the holders thereof, to the extent requisite to
permit the disposition (in accordance with the intended method or methods of
distribution thereof specified in the requests of such holders) of the
Registrable Securities
-5-
<PAGE>
so to be registered, by inclusion of such Registrable Securities in the
registration statement which covers the securities which the Company proposes to
register; provided that if, at any time after giving written notice of its
--------
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason either not to register or to delay registration
of such securities, the Company may, at its election, give written notice of
such determination to each holder of Registrable Securities and, thereupon, (i)
in the case of a determination not to register, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in
connection therewith), without prejudice, however, to the rights of any holder
or holders of Registrable Securities entitled to do so to request that such
registration be effected as a registration under section 2.1, and (ii) in the
case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities, for the same period as the delay in
registering such other securities. No registration effected under this section
2.2 shall relieve the Company of its obligation to effect any registration upon
request under section 2.1, nor shall any such registration hereunder be deemed
to have been effected pursuant to section 2.1. The Company will pay all
Registration Expenses in connection with each registration of Registrable
Securities requested pursuant to this section 2.2, and each holder whose
Registrable Securities are included in a registration requested pursuant to this
section 2.2 will pay any underwriting discounts and commissions and fees of such
holder's counsel in connection therewith.
(b) Priority in Incidental Registrations. If (i) a registration
------------------------------------
pursuant to this section 2.2 involves an underwritten offering of the securities
so being registered, whether or not for sale for the account of the Company, to
be distributed (on a firm commitment basis) by or through one or more
underwriters of recognized standing under underwriting terms appropriate for
such a transaction, and (ii) the managing underwriter of such underwritten
offering shall inform the Company and holders of the Registrable Securities
requesting such registration by letter of its belief that the number of
securities requested to be included in such registration exceeds the number
which can be sold in (or during the time of) such offering, then the Company
will include in such registration:
(i) first, all the securities the Company proposes to sell
for its own account,
(ii) second, all securities of any other holder who has
made a demand for registration,
(iii) third, all securities of any holder who is entitled to
incidental registration rights under the registration rights agreement
dated
-6-
<PAGE>
as of September 22, 1997 by and between the Company and 399 Venture
Partners, Inc.(the Amerisource Agreement"), and
(iv) fourth, to the extent that the number of securities
which the Company and any such other holders proposed to include
pursuant to clauses (i), (ii) and (iii) is less than the number of
securities which the Company has been advised can be sold in such
offering, the number of (x) such Registrable Securities requested to
be included in such registration by the holders of Registrable
Securities pursuant to section 2.2(a) hereof and (y) other equity
securities of the Company requested to be included in such
registration by holders of such securities who are entitled to
incidental registration rights under any other registration rights
agreements with the Company shall be allocated pro rata among all such
--- ----
holders on the basis of the relative number of Registrable Securities
and other equity securities each such holder has requested to be
included in such registration.
2.3 Registration Procedures. If and whenever the Company is
-----------------------
required to effect the registration of any Registrable Securities under the
Securities Act as provided in sections 2.1 and 2.2, the Company shall, as
expeditiously as reasonably possible:
(i) prepare and file with the Commission the requisite
registration statement to effect such registration (including such
audited financial statements as may be required by the Securities Act
or the rules and regulations promulgated thereunder) and thereafter
cause such registration statement to become and remain effective for a
period of at least 120 days, provided however that the Company may
--------
discontinue any registration of its securities which are not
Registrable Securities (and, under the circumstances specified in
section 2.2(a), its securities which are Registrable Securities) at
any time prior to the effective date of the registration statement
relating thereto;
(ii) prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such registration
statement effective for a period of at least 120 days and to comply
with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement
until the earlier of such time as all of such securities have been
disposed of in accordance with the intended methods of disposition by
the seller or sellers
-7-
<PAGE>
thereof set forth in such registration statement or such other time as
is required by the Securities Act;
(iii) furnish to each seller of Registrable Securities
covered by such registration statement and each underwriter, if any,
of the securities being sold by such seller such number of conformed
copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such number
of copies of the prospectus contained in such registration statement
(including each preliminary prospectus and any summary prospectus) and
any other prospectus filed pursuant to Rule 424 under the Securities
Act, in conformity with the requirements of the Securities Act, and
such other documents, as such seller and underwriter, if any, may
reasonably request;
(iv) use its best efforts to register or qualify all
Registrable Securities and other securities covered by such
registration statement under such other state securities laws or blue
sky laws of such jurisdictions as any seller thereof and any
underwriter of the securities being sold by such seller shall
reasonably request, to keep such registrations or qualifications in
effect for so long as such registration statement remains in effect,
and take any other action which may be reasonably necessary or
advisable to enable such seller and underwriter to consummate the
disposition in such jurisdictions of the securities owned by such
seller, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation
in any jurisdiction wherein it would not but for the requirements of
this subsection (iv) be obligated to be so qualified or to consent to
general service of process in any such jurisdiction;
(v) furnish to each seller of Registrable Securities a
signed counterpart, addressed to such seller and the underwriters, if
any, of:
(X) an opinion of counsel for the Company (which
shall be outside counsel if outside counsel is rendering such
opinion in the transaction and otherwise may be the Company's
inside counsel), dated the effective date of such registration
statement (or, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under
the underwriting agreement), customary for a transaction of such
type, and
-8-
<PAGE>
(Y) a "comfort" letter (or, in the case of any
such Person which does not satisfy the conditions for
receipt of a "comfort" letter specified in Statement on
Auditing Standards No. 72, as amended by Statements on
Auditing Standards Nos. 76 and 86, an "agreed upon
procedures" letter), dated the effective date of such
registration statement (and, if such registration includes
an underwritten public offering, a letter of like kind dated
the date of the closing under the underwriting agreement),
signed by the independent public accountants who have
certified the Company's financial statements included in
such registration statement, covering substantially the same
matters with respect to such registration statement (and the
prospectus included therein) and, in the case of the
accountants' letter, with respect to events subsequent to
the date of such financial statements, as are customarily
covered in opinions of issuer's counsel and in accountants'
letters delivered to the underwriters in underwritten public
offerings of securities (with, in the case of an "agreed
upon procedures" letter, such modifications or deletions as
may be required under Statement on Auditing Standards No.
75) and, in the case of the accountants' letter, such other
financial matters customarily covered in a transaction of
such type;
(vi) notify the holders of Registrable Securities and
the managing underwriter or underwriters, if any, promptly:
(V) when the registration statement, the
prospectus or any prospectus supplement related thereto or
post-effective amendment to the registration statement has
been filed, and, with respect to the registration statement
or any post-effective amendment thereto, when the same has
become effective:
(W) of any request by the Commission for
amendments or supplements to the registration statement or
the prospectus or for additional information;
(X) of the issuance by the Commission of any stop
order suspending the effectiveness of the registration
statement or the initiation of any proceedings by any Person
for that purpose;
-9-
<PAGE>
(Y) if at any time the representations and
warranties of the Company made as contemplated by section
2.4 below cease to be true and correct; and
(Z) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of any Registrable Securities for sale under
the securities or blue sky laws of any jurisdiction or the
initiation or threat of any proceeding for such purpose;
(vii) notify each seller of Registrable Securities
covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act,
upon the Company's discovery that, or upon the happening of any event
as a result of which, the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were
made, and at the request of any such seller promptly prepare and
furnish to such seller and each underwriter, if any, a reasonable
number of copies of a supplement to or an amendment of such prospectus
as may be necessary so that, as thereafter delivered to the purchasers
of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were
made;
(viii) make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of the
registration statement as promptly as possible;
(ix) otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and, if
required, make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of
at least twelve months, but not more than eighteen months, beginning
with the first day of the Company's first full calendar quarter after
the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder, and use its best efforts to
furnish to each such seller at least one business day prior to the
filing thereof a copy of any amendment or supplement to such
registration statement or prospectus and shall not file any thereof to
which any such
-10-
<PAGE>
seller shall have reasonably objected on the grounds that such
amendment or supplement does not comply in all material respects with
the requirements of the Securities Act or of the rules or regulations
thereunder;
(x) provide and cause to be maintained a transfer
agent and registrar for all Registrable Securities covered by such
registration statement from and after a date not later than the
effective date of such registration statement; and
(xi) use its best efforts to list all Registrable
Securities covered by such registration statement on any securities
exchange on which any of the securities of the same class as the
Registrable Securities are then listed.
The Company will not file any registration statement or amendment
thereto or any prospectus or any supplement thereto to which the holders of at
least a majority of the Registrable Securities covered by such registration
statement or the underwriter or underwriters, if any, shall reasonably object.
The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish the Company such information
regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing.
Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
occurrence of any event of the kind described in paragraph (vii) of this section
2.3, such holder will forthwith discontinue such holder's disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by paragraph (vii) of this
section 2.3 and, if so directed by the Company, will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, then in
such holder's possession of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice. In the event the
Company shall give any such notice, the period mentioned in paragraph (ii) of
this section 2.3 shall be extended by the length of the period from and
including the date when each seller of any Registrable Securities covered by
such registration statement shall have received such notice to the date on which
each such seller has received the copies of the supplemented or amended
prospectus contemplated by paragraph (vii) of this section 2.3.
2.4. Underwritten Offerings:
----------------------
-11-
<PAGE>
(a) Requested Underwritten Offerings. If requested by the
--------------------------------
underwriters for any underwritten offering by holders of Registrable Securities
pursuant to a registration requested under section 2.1, the Company will enter
into an underwriting or similar agreement with such underwriters for such
offering, such agreement to be reasonably satisfactory in substance and form to
the Company, each such holder and the underwriters, and to contain such
representations and warranties by the Company and such other terms as are
generally prevailing in agreements of this type, including, without limitation,
indemnities to the effect and to the extent provided in section 2.6. The
holders of the Registrable Securities will cooperate with the Company in the
negotiation of the underwriting or similar agreement and will give consideration
to the reasonable suggestions of the Company regarding the form thereof,
provided that nothing herein contained shall diminish the foregoing obligations
- --------
of the Company. The holders of Registrable Securities to be distributed by such
underwriters shall be parties to such underwriting agreement and may, at their
option, require that any or all of the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be conditions
precedent to the obligations of such holders of Registrable Securities. No
underwriting or similar agreement shall require any holder of Registrable
Securities to make any representations or warranties to or agreements with the
Company or the underwriters other than representations and warranties or
agreements regarding such holder, such holder's Registrable Securities and such
holder's intended method or methods of distribution and any other representation
required by law or to make any agreements with the Company or the underwriters
with respect to indemnification of any Person or the contribution obligations of
any Person that would impose any obligation which is broader than the indemnity
furnished by such holder pursuant to the provisions of section 2.6. In
addition, the holders of Registrable Securities shall cooperate with the Company
in an effort to provide that any such agreement will contain a provision
modifying the indemnification of the underwriter to the effect that the Company
will not be liable to any Person who participates as an underwriter in the
offering or sale of Registrable Securities with respect to any preliminary
prospectus, to the extent that any such loss, claim, damage or liability of such
underwriter results from such underwriter having sold Registrable Securities to
a person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the final prospectus, if the Company has
previously furnished copies thereof to such underwriter and such final
prospectus as then amended or supplemented, has corrected any such misstatement
or omission.
(b) Incidental Underwritten Offerings. If the Company at any
---------------------------------
time proposes to register any of its securities under the Securities Act as
contemplated by section 2.2 and such securities are to be distributed by or
through one or more
-12-
<PAGE>
underwriters, the Company will, if requested by any holder of Registrable
Securities as provided in section 2.2 and subject to the provisions of section
2.2(b), use its best efforts to arrange for such underwriters to include all the
Registrable Securities to be offered and sold by such holder among the
securities to be distributed by such underwriters. The holders of Registrable
Securities to be distributed by such underwriters shall be parties to the
underwriting agreement between the Company and such underwriters and may, at
their option, require that any or all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of
such underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be conditions
precedent to the obligations of such holders of Registrable Securities. Any such
holder of Registrable Securities shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
holder, such holder's Registrable Securities and such holder's intended method
or methods of distribution and any other representation required by law or to
make any agreements with the Company or the underwriters with respect to
indemnification of any Person or the contribution obligations of any Person that
would impose any obligation which is broader than the indemnity furnished by
such holder pursuant to the provisions of section 2.6. In addition, the holders
of Registrable Securities shall cooperate with the Company in an effort to
provide that any such agreement will contain a provision modifying the
indemnification of the underwriter to the effect that the Company will not be
liable to any Person who participates as an underwriter in the offering or sale
of Registrable Securities with respect to any preliminary prospectus, to the
extent that any such loss, claim, damage or liability of such underwriter
results from such underwriter having sold Registrable Securities to a person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final prospectus, if the Company has previously
furnished copies thereof to such underwriter and such final prospectus as then
amended or supplemented, has corrected any such misstatement or omission.
(c) Holdback Agreements.
-------------------
(i) Each holder of Registrable Securities agrees by
acquisition of such Registrable Securities, if and to the extent so
required by the managing underwriter, not to sell, make any short sale
of, loan, grant any option for the purchase of, effect any sale or
distribution of or otherwise dispose of any securities of the Company,
during the 7 days prior to and the 90 days after any underwritten
registration pursuant to section 2.1 or 2.2 has become effective,
except as part of such underwritten registration, whether or not such
holder participates in such registration, provided that the foregoing
--------
restrictions shall not apply (x) with regard to any Stockholder in a
distribution of Registrable Securities to its partners or to the
transfer to any
-13-
<PAGE>
Affiliate of such Persons, or to any bona fide pledge of such
Registrable Securities, provided that such Affiliate or other
transferee and/or lender or creditor acknowledges in writing that it
is bound by the provisions of this section 2.4(c) and (y) unless the
senior executive officers and directors of the Company agree to be so
restricted. Each holder of Registrable Securities agrees that the
Company may instruct its transfer agent to place stop transfer
notations in its records to enforce this section 2.4(c).
(ii) The Company agrees (X) if so required by the
managing underwriter not to sell, make any short sale of, loan, grant
any option for the purchase of, effect any sale or distribution of or
otherwise dispose of its equity securities or securities convertible
into or exchangeable or exercisable for any of such securities during
the seven days prior to and the 90 days after any underwritten
registration pursuant to section 2.1 or 2.2 has become effective,
except as part of such underwritten registration and except pursuant
to registrations on Form S-4, S-8, or any successor or similar forms
thereto, and (Y) to cause each holder of its securities purchased from
the Company at any time after the date of this Agreement (other than
in a public offering) to agree not to sell, make any short sale of,
loan, grant any option for the purchase of, effect any sale or
distribution of or otherwise dispose of such securities during such
periods.
(d) Participation in Underwritten Offerings. No Person may
---------------------------------------
participate in any underwritten offering hereunder unless such Person (i) agrees
to sell such Person's securities on the basis provided in any underwriting
arrangements approved, subject to the terms and conditions hereof, by the
Company and the holders of a majority of Registrable Securities to be included
in such underwritten offering and the Initiating Holder, if applicable, and (ii)
completes and executes all questionnaires, indemnities, underwriting agreements
and other documents (other than powers of attorney) required under the terms of
such underwriting arrangements. Notwithstanding the foregoing, no underwriting
agreement (or other agreement in connection with such offering) shall require
any holder of Registrable Securities to make any representations or warranties
to or agreements with the Company or the underwriters other than representations
and warranties regarding such holder, such holder's Registrable Securities and
such holder's intended method or methods of distribution and any other
representation required by law or to make any agreements with the Company or the
underwriters with respect to indemnification of any Person or the contribution
obligations of any Person that would impose any obligation which is broader than
the indemnity furnished by such holder pursuant to the provisions of section
2.6.
2.5 Preparation: Reasonable Investigation. In connection with
--------------------------------------
the preparation and filing of each registration statement under the Securities
Act pursuant
-14-
<PAGE>
to this Agreement, the Company will give the holders of Registrable Securities
registered under such registration statement, their underwriters, if any, and
their respective counsel and accountants, the opportunity to participate in the
preparation of such registration statement, each prospectus included therein or
filed with the Commission, and each amendment thereof or supplement thereto, and
will give each of them such reasonable access during normal business hours to
its books and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of such
holders' and such underwriters' respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.
2.6 Indemnification.
---------------
(a) Indemnification by the Company. In the event of any
------------------------------
registration of any securities of the Company under the Securities Act pursuant
to section 2.1 or 2.2, the Company will, and hereby does agree to, indemnify and
hold harmless the holder of any Registrable Securities covered by such
registration statement and its partners, if any, its and their respective
directors, officers, partners, agents and Affiliates, each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such holder or any such underwriter
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such holder or partner thereof or any
such director or officer or partner or agent or Affiliate or underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will reimburse such holder, its
respective partners and each such director, officer, partner, agent, Affiliate,
underwriter and controlling person for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding, provided, that the Company
--------
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company through an instrument duly executed by such holder, specifically
stating that it is for use in the preparation thereof. Such indemnity
-15-
<PAGE>
shall remain in full force and effect regardless of any investigation made by or
on behalf of such holder or partner thereof or any such director, officer,
partner, agent, Affiliate, underwriter or controlling person and shall survive
the transfer of such securities by such holder. The indemnity agreement
contained in this section 2.6 shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability, action or proceeding if such settlement
is effected without the consent of the Company.
(b) Indemnification by the Sellers. The Company may require, as
------------------------------
a condition to including any Registrable Securities in any registration
statement filed pursuant to section 2.3, that the Company shall have received an
undertaking reasonably satisfactory to it from the prospective seller of such
Registrable Securities, to indemnify severally and hold harmless (in the same
manner and to the same extent as set forth in subsection (a) of this section
2.6) the Company, each director of the Company, each officer of the Company and
each other person, if any, who controls the Company within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed
by such seller specifically stating that it is for use in the preparation of
such registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. Any such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling person and shall survive
the transfer of such securities by such seller. The indemnity agreement provided
for in this section 2.6(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, action or proceeding if such settlement is
effected without the consent of such seller (which consent shall not be
unreasonably withheld). The parties hereto hereby acknowledge and agree that,
unless otherwise expressly agreed to in writing by holders of Registrable
Securities to the contrary, for all purposes of this Agreement the only
information furnished or to be furnished to the Company for use in any
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto are
statements specifically relating to (i) the beneficial ownership of shares of
Common Stock by such holders and its Affiliates, (ii) the name and address of
such holder and (iii) the method or methods of distribution of such holders. The
indemnity provided for under this section 2.6(b) shall be limited in amount to
the net amount of proceeds actually received by such seller from the sale of
Registrable Securities pursuant to such registration statement.
(c) Notices of Claims, etc. Promptly after receipt by an
----------------------
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subsections of this section 2.6,
such indemnified party
-16-
<PAGE>
will, if a claim in respect thereof is to be made against an indemnifying party,
give written notice to the latter of the commencement of such action, provided
--------
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
subsections of this section 2.6, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case any such
action is brought against an indemnified party, unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement of any such action which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability, or a covenant not to
sue, in respect to such claim or litigation. No indemnified party shall consent
to entry of any judgment or enter into any settlement of any such action the
defense of which has been assumed by an indemnifying party without the consent
of such indemnifying party.
(d) Indemnification Payments. The indemnification required by
------------------------
this section 2.6 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
(e) Contribution. If the indemnification provided for in the
------------
preceding subsections of this section 2.6 is unavailable to an indemnified party
in respect of any expense, loss, claim, damage or liability referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such expense, loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative benefits and the relative fault of the
Company on the one hand and the holder or underwriter, as the case may be, on
the other in connection with the distribution of the Registrable Securities and
the statements or omissions which result in any expense, loss, damage or
liability, as well as any other relevant equitable considerations. The relative
fault of the Company on the one hand and of the holder or underwriter, as the
case may be, on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the
Company, by the holder or by the underwriter and the parties' relative
-17-
<PAGE>
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and the holders of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this subsection (e)
were determined by pro rata allocation (even if the holders and any underwriters
--- ----
were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth in the preceding sentence and subsection
(c) of this section 2.6, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.
Notwithstanding the provisions of this subsection (e), no holder of
Registrable Securities or underwriter shall be required to contribute any amount
in excess of the amount by which (i) in the case of any such holder the net
proceeds received by such holder from the sale of Registrable Securities or (ii)
in the case of an underwriter, the total price at which the Registrable
Securities purchased by it and distributed to the public were offered to the
public exceeds, in any such case, the amount of any damages that such holder or
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. No party shall be liable for contribution under
this section 2.6 except to the extent and under such circumstances as such party
would have been liable to indemnify under this section 2.6 if such
indemnification were enforceable under applicable law.
2.7 Limitations on Registrations of Registrable Securities. The
------------------------------------------------------
Company shall not be required to effect any registration of Registrable
Securities pursuant to Section 2.1 or 2.2 hereof (other than with respect to a
registration pursuant to Section 2.1 of Registrable Securities of an Initiating
Holder) if it shall deliver (i) to the requesting holder of Registrable
Securities an opinion of counsel (which opinion and counsel shall be reasonably
satisfactory to such Initiating Holder, or other requesting holder of
Registrable Securities, if applicable) to the effect that all Registrable
Securities held by such Initiating Holder, or other requesting holder of
Registrable Securities, if applicable, may be sold immediately in the public
market without registration under the Securities Act and any applicable state
securities laws and (ii) to the Company's stock transfer agent a letter of
instruction removing any stop order and restrictive legends on such Registrable
Securities.
-18-
<PAGE>
2.8 Restrictions Imposed by Amerisource Agreement. Each holder
---------------------------------------------
of Registrable Securities agrees that, as required by Section 2.4(c) of the
Amerisource Agreement, notwithstanding any other provision of this Agreement,
such holder shall not sell, make any short sale of, loan, grant any option for
the purchase of, effect any public sale or distribution of or otherwise dispose
of any equity securities or securities convertible into or exchangeable or
exercisable for any of such securities during the seven days prior to and the 90
days after any underwritten registration pursuant to Section 2.1 (demand
requests) or 2.2 (incidental registration) of the Amerisource Agreement has
become effective, other than the right of such holder of Registrable Securities
to include Registrable Securities in such registration pursuant to Section 2.2
hereof; provided that the foregoing restrictions shall not apply (x) with regard
to any Stockholder in a distribution of Registrable Securities to its partners
or to the transfer to any Affiliate of such Persons, or to any bona fide pledge
of such Registrable Securities, provided that such Affiliate or other transferee
and/or lender or creditor acknowledges in writing that it is bound by the
provisions of this Section 2.8 and (y) unless the senior executive officers and
directors of the Company agree to be so restricted. Each holder of Registrable
Securities agrees that the Company may instruct its transfer agent to place stop
transfer notations in its records to enforce this Section 2.8.
3. Definitions. As used herein, unless the context otherwise
-----------
requires, the following terms have the following respective meanings.
Affiliate: As defined in Rule 12b-2 promulgated under the
---------
Exchange Act.
Beneficially Own or Beneficial Ownership: With respect to any
----------------- --------------------
securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the
Exchange Act), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without duplicative
counting of the same securities by the same holder, securities
Beneficially Owned by a person shall include securities
Beneficially Owned by all Affiliates of such Person and all other
Persons with whom such person would constitute a "group" within
the meaning of Section 13 (d) of the Exchange Act and the rules
promulgated thereunder.
Commission: The Securities and Exchange Commission or any other
----------
Federal agency at the time administering the Securities Act.
Common Stock: As defined in section 1.
------------
-19-
<PAGE>
Company: As defined in the introductory paragraph of this
-------
Agreement.
Delay Period: As defined in section 2.1(g).
------------
Demand Request: As defined in section 2.1(a).
--------------
Effective Time: As defined in the Merger Agreement.
--------------
Exchange Act: The Securities Exchange Act of 1934, or any
------------
similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time. Reference to a particular section of the Securities
Exchange Act of 1934 shall include a reference to the comparable
Section, if any, of any such similar federal statute.
Initiating Holder: Either Premier Purchasing Partners, L.P. or
-----------------
Welsh, Carson, Anderson & Stowe VII L.P.
Merger Agreement: As defined in section 1.
----------------
Person: A corporation, an association, a partnership, an
------
organization, business, an individual, a governmental or
political subdivision thereof or a governmental agency.
Registrable Securities: The Common Stock issued pursuant to the
----------------------
transactions contemplated by the Merger Agreement and any
securities issued or issuable with respect to any Common Stock by
way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise. As to any particular
Registrable Securities, once issued, such securities shall cease
to be Registrable Securities when (a) a registration statement
with respect to the sale of such securities shall have become
effective under the Securities Act and such securities have been
disposed of in accordance with such registration statement, (b)
they shall have been distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act, (c) a
disposition of all of them by the holder thereof shall not
require registration or qualification of them under the
Securities Act or shall be eligible for disposition under Rule
144, or (d) they shall have ceased to be outstanding.
-20-
<PAGE>
Registration Expenses: All expenses incident to the Company's
---------------------
performance of or compliance with section 2, including, without
limitation, all registration, filing and NASD fees, all stock
exchange listing fees, all fees and expenses of complying with
securities or blue sky laws, all word processing, duplicating and
printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent
public accountants, including the expenses of any special audits
or "cold comfort" letters required by or incident to such
performance and compliance, and any fees and disbursements of
underwriters customarily paid by issuers or sellers or
securities, but excluding underwriting discounts and commissions
and transfer taxes, if any.
Securities Act: The Securities Act of 1933, or any similar
--------------
Federal statute, and the rules and regulations of the Commission
thereunder, all as of the same shall be in effect at the time.
References to a particular section of the Securities Act of 1933
shall include a reference to the comparable Section, if any, of
any such similar Federal statute.
Transfer: A transfer, sale, pledge, hypothecation, encumbrance,
--------
assignment or other conveyance or disposition except an
assignment by operation of law.
4. Rule 144. The Company shall timely file the reports required to
--------
be filed by it under the Securities Act and the Exchange Act (including but not
limited to the reports under sections 13 and 15(d) of the Exchange Act referred
to in subparagraph (c) of Rule 144 adopted by the Commission under the
Securities Act) and the rules and regulations adopted by the Commission
thereunder and will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144 under the Securities Act, as such Rule may be amended form time to time, or
(b) any similar rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities, the Company will (a) deliver to
such holder a written statement as to whether it has complied with the
requirements of this section 4 or (b) take such action as is necessary to allow
transfer of such Registrable Securities in accordance with the provisions of
Rule 144(k) (or any successor provision) under the Securities Act, including
without limitation, if necessary, the issuance of new certificates for such
Registrable Securities bearing a legend restricting further transfer.
-21-
<PAGE>
5. Amendments and Waivers. This Agreement may be amended and the
----------------------
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the holder or
holders of more than 50% of the shares of Registrable Securities and in the case
of any such amendment, action or omission to act in respect of the first
sentence of Section 4, the written consent of each holder affected thereby. Each
holder of any Registrable Securities at the time or thereafter outstanding shall
be bound by any consent authorized by this section 5, whether or not such
Registrable Securities shall have been marked to indicate such consent.
6. Nominees for Beneficial Owners. In the event that any Registrable
------------------------------
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election, be treated as the holder of such
Registrable Securities for purposes of any request or other action by any holder
or holders of Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of shares of Registrable Securities
held by any holder or holders of Registrable Securities contemplated by this
Agreement. If the beneficial owner of any Registrable Securities so elects, the
Company may require assurances reasonably satisfactory to it of such owner's
beneficial ownership of such Registrable Securities.
7. Notices. Except as otherwise provided in this Agreement, all
-------
notices, requests and other communications to any Person provided for hereunder
shall be in writing and shall be given to such Person (a) in the case of any
Stockholder, addressed to such party care of Welsh, Carson, Anderson & Stowe,
320 Park Avenue, Suite 2500, New York, New York 10022 to the attention of Paul
B. Queally with a copy to Reboul, MacMurray, Hewitt, Maynard & Kristol, 45
Rockefeller Plaza, New York, New York 10111 to the attention of Othon Prounis,
Esq. and care of Premier, Inc., 12225 El Camino Real, San Diego, California
92130 to the attention of Bary G. Bailey with a copy to Neal, Gerber &
Eisenberg, Two North LaSalle Street, Chicago, Illinois 60602 to the attention of
Charles E. Gerber, Esq., or at such other address as such party shall have
furnished to the Company in writing, (b) in the case of any other holder of
Registrable Securities, at the address that such holder shall have furnished to
the Company in writing, or, until any such other holder so furnishes to the
Company an address, then to and at the address of the last holder of such
Registrable Securities who has furnished an address to the Company or (c) in the
case of the Company, at McKesson Corporation, One Post Street, San Francisco,
California 94104, to the attention of its General Counsel, or at such other
address, or to the attention of such other officer, as the Company shall have
furnished to each holder of Registrable Securities at the time outstanding. Each
such notice, request or other communication shall be effective (i) if given by
mail, on the second business day after such communication is deposited in the
mail with first class postage prepaid, addressed as aforesaid or (ii) if given
by any other means (including without limitation, by air courier), when
delivered at the address specified above,
-22-
<PAGE>
provided that any such notice, request or communication to any holder of
- ---------
Registrable Securities shall not be effective until received.
8. Assignment. This Agreement shall be binding upon and inure to the
----------
benefit of and be enforceable by the parties hereto and their respective
successors and assigns. No holder of Registrable Securities shall assign this
Agreement or any rights hereunder without the prior written consent of the
Company (which consent may be withheld for any reason in the sole discretion of
the Company), except that this Agreement and any rights hereunder may be
assigned by operation of law and may be assigned to any partner or Affiliate of
any Stockholder.
9. Descriptive Headings. The descriptive headings of the several
--------------------
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
-------------
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
THE STATE OF DELAWARE WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.
11. Counterparts. This Agreement may be executed simultaneously in any
------------
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
12. Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding between the Company and each other party hereto relating to
the subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
13. Severability. If any provision of this Agreement, or the
------------
application of such provisions to any Person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provisions
to Persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
14. Disposition of Shares. In the event of any public sales or
---------------------
distribution of the Registrable Securities effected pursuant to Section 2 of
this Agreement, the Stockholders shall use their reasonable best efforts to
effect, or cause to be effected, such public sale or distribution, so that,
without the prior written consent of the Company (which shall not be
unreasonably withheld), no participant or purchaser would Beneficially Own in
the aggregate 4% or more of all outstanding Common Stock of the Company. The
holders of Registrable Securities shall use their respective reasonable
-23-
<PAGE>
efforts in cooperation with the Company to effect as broad a disposition in any
such public sale or distribution as is reasonably practicable.
-24-
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
MCKESSON CORPORATION
By: /s/ Nancy A. Miller
_________________________________
Name: Nancy A. Miller
Title: Vice President and
Corporate Secretary
PREMIER PURCHASING PARTNERS, L.P.
By: Premier Plans, Inc., its general partner
By: /s/ Robert W. O'Leary
_________________________________
Name: Robert W. O'Leary
Title: CEO
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By: WCAS VII Partners, L.P., its general partner
By: /s/ Russell Carson
_________________________________
Name: Russell Carson
Title: General Partner
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HC Partners, its general partner
By: /s/ Russell Carson
_________________________________
Name: Russell Carson
Title: General Partner
/s/ Patrick J. Welsh
____________________________________
Patrick J. Welsh
/s/ Russell L. Carson
____________________________________
Russell L. Carson
-25-
<PAGE>
/s/ Bruce K. Anderson
_______________________________________
Bruce K. Anderson
DELAWARE CHARTER TRUST CO., as Trustee for the
Benefit of the IRA Rollover of Richard H. Stowe
/s/ Richard H. Stowe
_______________________________________
Richard H. Stowe
/s/ Andrew M. Paul
_______________________________________
Andrew M. Paul
/s/ Thomas E. McInerney
_______________________________________
Thomas E. McInerney
/s/ Laura VanBuren
_______________________________________
Laura VanBuren
/s/ James B. Hoover
_______________________________________
James B. Hoover
DELAWARE CHARTER TRUST CO., as Trustee for
the Benefit of the IRA Rollover of James B. Hoover
/s/ James B. Hoover
______________________________________
James B. Hoover
/s/ Robert A. Minicucci
_______________________________________
Robert A. Minicucci
/s/ Anthony de Nicola
_______________________________________
Anthony de Nicola
/s/ Rudolph E. Rupert
_______________________________________
Rudolph E. Rupert
/s/ Paul B. Queally
_______________________________________
Paul B. Queally
/s/ Theodore H. Pacha
_______________________________________
Theodore H. Pacha
-26-
<PAGE>
/s/ David Nelson
_______________________________________
David Nelson
/s/ John Hamilton
_______________________________________
John Hamilton
/s/ John Rex-Waller
_______________________________________
John Rex-Waller
/s/ David Mawhinney
_______________________________________
David Mawhinney
/s/ Jeff Liesendahl
_______________________________________
Jeff Liesendahl
/s/ Michael Brennan
_______________________________________
Michael Brennan
-27-
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF DELOITTE & TOUCHE]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
McKesson Corporation ("McKesson") on Form S-3 of our reports dated May 18, 1998
on McKesson's consolidated financial statements and financial statement
schedule, appearing in and incorporated by reference in the Annual Report on
Form 10-K of McKesson 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 8K/A of McKesson 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
October 30, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of McKesson Corporation of
our reports dated February 6, 1998, with respect to the consolidated financial
statements of HBO & Company as of December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, included in the Form 8-K/A of
McKesson Corporation, and to all references to our Firm, included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
October 29, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned directors and
officers of McKesson Corporation, a Delaware corporation (the "Company"), do
hereby constitute and appoint Ivan D. Meyerson and Nancy A. Miller his or her
true and lawful attorneys-in-fact and agents, each with full power and authority
(acting alone or without the other) to execute in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to the registration of shares
of the Company's Common Stock, that may be issued in connection with the
proposed merger of wholly-owned subsidiary of the Company into Hawk Medical
Supply, Inc. and to execute any and all amendments to such Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue hereof.
Signature Capacity
--------- --------
/s/ Mark A. Pulido President, Chief Executive Officer and Director
- -------------------------------
Mark A. Pulido
/s/ Richard H. Hawkins Vice President and Chief Financial Officer
- -------------------------------
Richard H. Hawkins
/s/ Heidi E. Yodowitz Controller
- -------------------------------
Heidi E. Yodowitz
/s/ Alan Seelenfreund Director, Chairman of the Board
- -------------------------------
Alan Seelenfreund
/s/ Mary G.F. Bitterman Director
- -------------------------------
Mary G.F. Bitterman
Director
- -------------------------------
Tully M. Friedman
/s/ John M. Pietruski Director
- -------------------------------
John M. Pietruski
Director
- -------------------------------
David S. Pottruck
Director
- -------------------------------
Carl E. Reichardt
/s/ Jane E. Shaw Director
- -------------------------------
Jane E. Shaw
/s/ Robert H. Waterman, Jr. Director
- -------------------------------
Robert H. Waterman, Jr.
Dated: May 29, 1998
