PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 18, 1997)
4,000,000 TRUST CONVERTIBLE PREFERRED SECURITIES
MCKESSON FINANCING TRUST
5% TRUST CONVERTIBLE PREFERRED SECURITIES
(LIQUIDATION AMOUNT $50 PER CONVERTIBLE PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY,
MCKESSON HBO, INC.
________________
This prospectus supplement supplements and amends the prospectus
dated June 18, 1997, relating to the 5% Trust Convertible Preferred
Securities of McKesson Financing Trust, a statutory business trust formed
under the laws of the State of Delaware and a subsidiary of McKesson HBOC,
Inc. ("McKessonHBOC"). The Convertible Preferred Securities represent
preferred undivided beneficial interests in the assets of McKesson
Financing Trust and the shares of McKessonHBOC common stock, par value $.01
per share, issuable upon conversion of the Convertible Preferred
Securities.
On January 12, 1999, McKesson Corporation and HBO & Company ("HBOC"),
a leading healthcare information company, consummated their previously
announced merger transaction. McKessonHBOC began operations on January 13,
1999, at its corporate headquarters located in San Francisco, California.
Common shares of McKessonHBOC continue to trade on the New York Stock
Exchange under the symbol "MCK." The merger of the two companies will be
accounted for as a pooling of interests. McKessonHBOC has a fiscal year end
of March 31. The quarter ending March 31, 1999, will be McKessonHBOC's
first quarter of combined financial results and will include a charge for
merger-related costs. For the quarter ended December 31, 1998, McKessonHBOC
reported separate financial results for McKesson Corporation and HBOC,
respectively, on January 25, 1999.
Charles W. McCall, formerly president and chief executive officer of
HBOC, has become chairman of McKessonHBOC's board of directors, and Mark A.
Pulido, formerly president and chief executive officer of McKesson
Corporation, has become president and chief executive officer of
McKessonHBOC. McKessonHBOC's board of directors consists of twelve members,
which includes six members from the former McKesson Corporation board and
six members from the former HBOC board.
(continued on next page)
CONSIDER CAREFULLY THE RISK FACTORS ABOVE AND BEGINNING ON PAGE 6 IN THIS
PROSPECTUS.
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.
This prospectus supplement is dated January 28, 1999.
The table on pages 56 through 58 of the Prospectus, which sets forth
information with respect to the Selling Holders (as defined in the
Prospectus) and the respective amounts of Convertible Preferred Securities
beneficially owned by each Selling Holder that may be offered pursuant to
the Prospectus (as supplemented and amended), is hereby amended (i) by the
deletion of items 1, 4, 9, 34 and 54, respectively, of that table and the
substitution therefor of the following, and (ii) by the addition of items
95 and 96 to that table as follows:
<TABLE>
<CAPTION>
Convertible Preferred Convertible Preferred
Securities Owned Securities Owned
Prior to Offering Number of After Offering
--------------------- Convertible Preferred ---------------------
"Selling Holder Number Percent Securities Offered Number Percent
- --------------- ------ ------- --------------------- ------ -------
<C> <C> <C> <C> <C> <C>
1. Fidelity Hastings Street 61,400 1.54% 61,400 0 0.00%
Trust: Fidelity Fund(1)
4. New York Life Insurance 65,000 1.62% 33,000 32,000 0.80%
Company
9. Fidelity Financial Trust: 6,900 0.18% 6,900 0 0.00%
Fidelity Convertible
Securities Fund (1)
34. Fidelity Management Trust 2,200 0.06% 2,200 0 0.00%
Company (4)
54. Fidelity Advisor Series I: 3,600 0.09% 3,600 0 0.00%
Fidelity Advisor Growth
& Income Fund (1)
95. Warburg Dillon Read LLC 12,500 0.31% 12,500 0 0.00%
96. Annuity Board of the 11,000 0.28% 11,000 0 0.00%
Southern Baptist
Convention
</TABLE>
- -------------------
(1) The entity is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment
Company Act of 1940, as amended, or a private investment account
advised by Fidelity Management & Research Company ("FMR Co."). FMR
Co. is a Massachusetts corporation and an investment advisor
registered under Section 203 of the Investment Advisers Act of
1940, as amended, and provides investment advisory services to
each of such Fidelity entities identified above, and to other
registered investment companies and to certain other funds which
are generally offered to a limited group of investors. FMR Co. is
a wholly-owned subsidiary of FMR Corp. ("FMR"), a Massachusetts
corporation. As of January 22, 1999, funds and accounts advised by
FMR beneficially owned 7,707,364 shares (approximately 7.7%) of
the McKessonHBOC Common Stock issued and outstanding.
(4) Shares indicated as owned by such entity are owned directly by
various private investment accounts, primarily employee benefit
plans for which Fidelity Management Trust Company ("FMTC") serves
as trustee or managing agent. FMTC is a wholly-owned subsidiary of
FMR and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, as amended."
The Prospectus, together with this Prospectus Supplement, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities
Act of 1933, as amended, with respect to offers and sales of the
Convertible Preferred Securities and McKessonHBOC Common Stock issuable
upon conversion of the Convertible Preferred Securities. All references in
the Prospectus to "this Prospectus" are hereby amended to read "this
Prospectus (as supplemented and amended)".
