<PAGE>
As filed with the Securities and Exchange Commission on February 11, 2000
Registration No. 333-85973
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
under
the Securities Act of 1933
----------------
McKESSON HBOC, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 94-3207296
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>
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)
----------------
Ivan D. Meyerson
Senior Vice President, General Counsel and Corporate Secretary
McKesson HBOC, Inc.
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>
Gregg A. Noel Kristina Vesco
Skadden, Arps, Slate, Meagher & Flom LLP Senior Counsel and Assistant Secretary
300 South Grand Avenue, Suite 3400 McKesson HBOC, Inc.
Los Angeles, California 90071 McKesson Plaza, One Post Street
(213) 687-5000 San Francisco, California 94104
(415) 983-8300
</TABLE>
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
----------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The 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 an offer to buy these securities in any state +
+where such offer of sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated February 11, 2000
PROSPECTUS
1,368,243 Shares
of
Common Stock
McKesson HBOC, Inc.
McKesson Plaza
One Post Street
San Francisco, California 94104
(415) 983-8300
------------
The stockholders of McKesson HBOC, Inc. listed below may offer from time to
time 1,368,243 shares of our common stock under this prospectus.
Our common stock is listed on the New York Stock Exchange, Inc. and the
Pacific Exchange, Inc. under the trading symbol "MCK." On February 10, 2000,
the closing price of one share of our common stock on the New York Stock
Exchange was $19 1/8.
An investment in our common stock involves risks. See the "Risk Factors"
section beginning on page 1 of 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.
------------
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
Prospectus
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Page
----
<S> <C>
Risk Factors............................................................... 1
Special Note Regarding Forward-Looking Statements.......................... 5
The Company................................................................ 5
Use of Proceeds............................................................ 6
Selling Stockholders....................................................... 7
Description of Capital Stock............................................... 8
Plan of Distribution....................................................... 12
Experts.................................................................... 12
Legal Matters.............................................................. 13
Where You Can Find More Information........................................ 13
</TABLE>
i
<PAGE>
RISK FACTORS
You should carefully consider the following risks as well as the other
information contained or incorporated by reference in this prospectus before
purchasing our common stock.
Adverse judgments regarding the restatement of our earnings may cause us to
incur material losses.
On April 28, 1999, we announced that, during the course of our year-end
financial audit process, we determined that software sales transactions
(aggregating $26.2 million for the fourth quarter ended March 31, 1999 and
$16.0 million in the prior quarters of the fiscal year) were improperly
recorded because they were subject to contingencies and had been reversed. We
also announced that the audit process was ongoing. The Audit Committee of our
board of directors subsequently initiated an investigation into this matter. On
May 25, 1999, we announced that as a result of information developed through
our continuing year-end internal and external audit process and Audit Committee
review, additional instances of improper revenue recognition had been found,
that further downward revision would be required of the results for the fiscal
year ended March 31, 1999, as well as quarterly results during the fiscal year,
and that prior years' results of the Health Care Information Technology
Business unit could also require restatement.
On July 14, 1999, we announced revised financial results for fiscal years
ended March 31, 1999, 1998 and 1997. These restated results are included in our
Annual Report on Form 10-K/A filed with the Securities and Exchange Commission.
We revised downward our revenues by $245.8 million for the fiscal year ended
March 31, 1999, by $48.1 million for the fiscal year ended March 31, 1998, and
by $33.2 million for the fiscal year ended March 31, 1997. We revised downward
our income from continuing operations by $152.2 million and our earnings per
diluted share by 53 cents for the fiscal year ended March 31, 1999, by $25.8
million and nine cents for the fiscal year ended March 31, 1998, and by $13.5
million and five cents for the fiscal year ended March 31, 1997.
Since our restatement announcement on April 28, 1999, and as of December 31,
1999, fifty-nine class action lawsuits, three derivative actions, and seven
individual actions have been filed against us, and certain of our current or
former officers and directors, in federal and state courts. In addition, the
United States Attorney's Office for the Northern District of California and the
San Francisco District Office of the United States Securities and Exchange
Commission has also commenced investigations in connection with the matters
relating to the restatement of previously reported amounts.
We do not believe it is feasible to predict or determine the outcome or
resolution of these proceedings, or to estimate the amount of, or potential
range of, loss with respect to these proceedings. In addition, the timing of
the final resolution of these proceedings is uncertain. The range of possible
resolutions of these proceedings could include judgments against us or
settlements that could require substantial payments by us which could cause us
to incur material losses.
The restatement of our earnings may negatively impact the management of our
business.
The effect of the pending litigation and government investigations relating
to the previously announced financial restatement could present challenges in
attracting and retaining quality employees and managers. Such difficulties
could impair our ability to manage our business.
Our business could be hindered if we are unable to complete and integrate
acquisitions successfully.
An element of our business is to pursue strategic acquisitions that either
expand or complement our business. We routinely review such potential
acquisition opportunities and have historically engaged in numerous
acquisitions. Integration of acquisitions, including the merger that created
McKesson HBOC, Inc., 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;
1
<PAGE>
. difficulties in the integration of operations and systems and the
realization of potential operating synergies;
. difficulties in the integration of any acquired companies operating in a
different sector of the health care industry;
. 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 effects on operating results.
If we are unable to successfully complete and integrate strategic
acquisitions in a timely manner, our business and our growth strategies could
be negatively affected.
Our issuance of equity to finance acquisitions could have a potential dilutive
effect on our stock.
We anticipate that we will finance acquisitions, at least partly by
incurring debt or by the issuance of additional securities. The use of equity
financing, rather than debt, for acquisitions would dilute the ownership of our
then current stockholders.
Changes in the United States healthcare environment could have a material
negative impact on our revenues.
Our products and services are intended to function within the structure of
the healthcare financing and reimbursement system currently being used in the
United States. In recent years, the healthcare industry has changed
significantly in an effort to reduce costs. These changes include increased use
of managed care, cuts in Medicare, consolidation of pharmaceutical and
medical/surgical supply distributors, and the development of large,
sophisticated purchasing groups. We expect the healthcare industry to continue
to change significantly in the future. Some of these changes, such as a
reduction in governmental support of healthcare services or adverse changes in
legislation or regulations governing the delivery or pricing of healthcare
services or mandated benefits, may cause healthcare industry participants to
greatly reduce the amount of our products and services they purchase or the
price they are willing to pay for our products and services. Changes in
pharmaceutical manufacturers' pricing or distribution policies could also
significantly reduce our income. Due to the diverse range of health care supply
management and health care information technology products and services we
offer, such changes may adversely impact us while not affecting some of our
competitors that offer a more narrow range of products and services.
Substantial defaults in payment or a material reduction in purchases of our
products by some large customers could have a significant negative impact on
our financial condition, results of operations and liquidity.
Our recent strategy has been to build relationships with large customers
that are achieving rapid growth. During the fiscal year ended March 31, 1999,
sales to our ten largest customers accounted for approximately 45% of our
sales. A growing portion of our increased sales this year has been to a limited
number of these large customers. Consequently, our sales and credit
concentration have significantly increased. Accordingly, any defaults in
payment or a material reduction in purchases of our products by these large
customers could have a significant negative impact on our financial condition,
results of operations and liquidity.
Our credit rating may be downgraded which could increase our borrowing costs
and could otherwise negatively affect our earnings.
Our ratings from Duff & Phelps, Standard & Poor's and Moody's Investors
Service, Inc. are on negative outlook. In October 1999, Duff & Phelps lowered
our senior debt rating to BBB+ from A-. In December 1999, Standard & Poor's
lowered our senior debt rating to BBB from BBB+. Any future downgrading of our
credit
2
<PAGE>
rating could result in an increase in our borrowing costs and impair our access
to the public and private capital markets, including our ability to access the
commercial paper markets. As a result, any downgrade of our credit ratings
could have a negative impact on our earnings.
The ability of the Health Care Information Technology business to attract and
retain customers due to challenges in integrating software products,
technological advances and Year 2000 concerns may significantly reduce our
revenues.
Our Health Care Information Technology business delivers enterprise-wide
patient care, clinical, financial, managed care, payor and strategic management
software solutions, as well as networking technologies, electronic commerce,
outsourcing and other services to health care organizations throughout the
United States and certain foreign countries. Challenges in integrating software
products used by the Health Care Information Technology business with those of
its customers could impair our ability to attract and retain customers and may
reduce our revenues or increase our expenses.
Future advances in the health care information systems industry could lead
to new technologies, products or services that are competitive with the
products and services offered by the Health Care Information Technology
business. Such technological advances could also lower the cost of such
products and services or otherwise result in competitive pricing pressure. The
success of the Health Care Information Technology business will depend, in
part, on its ability to be responsive to technological developments and
challenges, including pricing pressures and changing business models. In
addition, to remain competitive in the evolving health care information systems
marketplace, the Health Care Information Technology business must develop new
products on a timely basis. The failure to develop competitive products and to
introduce new products on a timely basis could curtail the ability of the
Health Care Information Technology business to attract and retain customers and
thereby significantly reduce our net income.
Finally, management believes that the costs of work by customers related to
Year 2000 Issues have caused some Health Care Information Technology customers
and prospective customers to defer current projects or prospective decisions
regarding the acquisition of new software. These Year 2000 concerns by existing
and potential new customers may adversely affect sales of our products.
Proprietary technology protections may not be adequate and proprietary rights
may infringe on rights of third parties.
We rely on a combination of trade secret, patent, copyright and trademark
laws, nondisclosure and other contractual provisions and technical measures to
protect our proprietary rights in our products. There can be no assurance that
these protections will be adequate or that our competitors will not
independently develop technologies that are substantially equivalent or
superior to our technology. Although we believe that our products and other
proprietary rights do not infringe upon the proprietary rights of third
parties, from time to time third parties have asserted infringement claims
against us and there can be no assurance that third parties will not assert
infringement claims against us in the future. Additionally, we may find it
necessary to initiate litigation to protect our trade secrets, to enforce our
patent, copyright and trademark rights, and to determine the scope and validity
of the proprietary rights of others. These types of litigation can be costly
and time consuming. These litigation expenses or any damage payments resulting
from adverse determinations of third party claims could be significant and
could result in material losses to us.
Potential product liability claims arising from Health Care Information
Technology business products could result in material losses to us.
Some products of the Health Care Information Technology business provide
information for use by health care providers in providing health care to
patients. Although we have not experienced any material claims to date, any
failure of our Health Care Information Technology business products to provide
accurate and timely information could result in claims against us. We maintain
insurance to protect against claims associated with
3
<PAGE>
the use of such products, but there can be no assurance that our insurance
coverage would adequately cover any claims asserted against us. If our
insurance coverage is not adequate, we may be required to pay the damages which
could result in material losses to us.
System errors and warranties in our Health Care Information Technology
business's products could cause unforeseen liabilities.
Our Health Care Information Technology business's systems are very complex.
As with complex systems offered by others, our systems may contain errors,
especially when first introduced. The Health Care Information Technology
business's systems are intended to provide information for health care
providers in providing health care to patients. Therefore, users of its
products have a greater sensitivity to system errors than the market for
software products generally. Failure of a client's system to perform in
accordance with its documentation could constitute a breach of warranty and
could require us to incur additional expense in order to make the system comply
with the documentation. If such failure is not timely remedied, it could
constitute a material breach under a contract allowing the client to cancel the
contract.
Our failure to address the Year 2000 issue adequately may result in a
significant disruption to our business.
Software applications that use only two digits to identify a year in the
date field may fail or create errors in the year 2000. This potential problem
is known as the "Year 2000 Issue." As of the date hereof, we have not incurred
any significant business disruptions as a result of the Year 2000 Issue.
However, while no such occurrence has developed, problems due to the Year 2000
Issue, including those experienced by our customers, suppliers and other third
parties on which we rely, may not become immediately apparent.
For example, our Health Care Information Technology business may experience
an increase in warranty claims relating to
. malfunctions in our products which have not been upgraded, either because
we have discontinued support for such products and have therefore not
provided the necessary enhancement or because the customer has not
installed an enhancement made available by us or
. malfunctions resulting from the Year 2000 Issue in third-party hardware
or software used in connection with the operation of our software
products.
Although such warranty claims are generally subject to contractual liability
limitations, we are not able to accurately assess or estimate the possible
impact of such claims.
In addition, management believes that the costs of work by customers related
to Year 2000 Issues have caused some Health Care Information Technology
customers and prospective customers to defer current projects or prospective
decisions regarding the acquisition of new software.
We will continue to monitor our own Year 2000 compliance and that of our
customers, suppliers and other third parties on which we rely. We cannot assure
you that any Year 2000 problem which may develop would not significantly
disrupt our business.
4
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed under the captions "Risk Factors," "The Company"
and "Financial Review" 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, but are not limited to
the factors discussed under "Risk Factors" and "Financial Review" in this
prospectus or in the information incorporated by reference.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or
otherwise. Readers are cautioned not to rely too heavily on these forward-
looking statements. The forward-looking statements by their nature are not
intended to be definitive predictions of future events. There is no general
duty for us to update forward-looking statements. There is, however, a duty for
us to correct information contained in this prospectus when a disclosure is
misleading when made or when a statement that was accurate when made becomes
misleading due to subsequent events.
THE COMPANY
On January 12, 1999, we completed the acquisition of HBO & Company, a health
care information technology company, by exchanging 177 million shares of our
common stock for all of the issued and outstanding shares of common stock of
HBO & Company. Each share of HBO & Company was exchanged for 0.37 of a share of
our common stock. We were renamed McKesson HBOC, Inc. The acquisition was
structured as a tax-free reorganization and was accounted for as a pooling of
interests.
We are a leading health care supply management company in North America. In
addition, we provide software solutions, technological innovation and
comprehensive services to the health care industry, and through our Water
Products segment, process and market pure drinking water.
Our mission is to be the world leader in health care supply management and
health care information technologies across the entire continuum of health
care, through the operation of market-leading businesses in pharmaceutical and
medical-surgical distribution and information technology and services for
health care providers and payors.
Our principal executive offices are located at McKesson Plaza, One Post
Street, San Francisco, California 94104, and our telephone number is (415) 983-
8300.
5
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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.
6
<PAGE>
SELLING STOCKHOLDERS
The selling stockholders obtained their shares of our common stock as a
result of the merger of Automated Prescription Systems, Inc. with and into a
subsidiary of McKesson HBOC, Inc., previously McKesson Corporation. In the
Registration Rights Agreement, dated as of August 27, 1998, among us and the
stockholders of Automated Prescription Systems, Inc., we agreed to register 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. Our 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. Hibernia National Bank, as pledgee of some of the shares of our
common stock, may offer shares of our common stock by this prospectus. In
addition, donees and pledgees of shares of our common stock received from the
selling stockholders after the date of this prospectus may offer shares of our
common stock by this prospectus.
The following table sets forth information about the shares of our common
stock that are owned by the selling stockholders as of the date of this
prospectus. The number of shares of our common stock owned by the selling
stockholders after the offering assumes that all of the shares being offered
under this prospectus are sold, and that the selling stockholders acquire no
additional shares of our common stock before the completion of this offering.
Each selling stockholder owns less than 1% of the total number of shares of our
common stock outstanding.
<TABLE>
<CAPTION>
Shares Owned Shares Owned
Prior to Shares After
Name of Record Selling Stockholder the Offering Being Offered the Offering
- ---------------------------------- ------------ ------------- ------------
<S> <C> <C> <C>
Baker Family Limited Partnership I.... 265,326 265,326 0
Diana Baker........................... 214,236 214,236 0
James R. Baker, Jr.................... 225,003 225,003 0
Mary P. Baker......................... 33,760 33,760 0
Bear Stearns Securities Corp.......... 154,443 154,443 0
Janelle Diane Hurst Holmstrom......... 19,181 19,181 0
Brian Jefferson Hurst................. 19,181 19,181 0
James R. Baker, Jr. Trustee
for the Baker Family Trust
for the Benefit of Sharon Baker
Petrovsky............................ 8,594 8,594 0
James R. Baker, Jr. Trustee
for the Baker Family Trust
for the Benefit of Sharon Baker White
..................................... 12,506 12,506 0
James R. Baker, Jr. Trustee
for the Baker Family Trust
for the Benefit of Diana Baker White
..................................... 7,980 7,980 0
James R. Baker, Jr. Trustee
for the Baker Family Trust
for the Benefit of Diana Baker Foshee
..................................... 15,540 15,540 0
James R. Baker, Sr. & Mary Parker
Baker Trust
for the Benefit of the Baker
Grandchildren........................ 57,546 57,546 0
Walter G. Pearson..................... 38,363 10,527 27,836
Rex Ponthie........................... 1,534 1,534 0
Rusty Baker Family Limited
Partnership.......................... 122,764 122,764 0
Lena Smith............................ 3,836 3,836 0
Lena Smith, usufructuary with the
right of disposition,
Charles W. Smith, Jr., Charlene Smith
LaCroix, Tommy R. Smith, Doris Jean
Smith and Barbara Carolyn Smith
Reynolds,
as naked owners...................... 3,836 3,836 0
Sharon Baker White.................... 192,450 192,450 0
</TABLE>
Diana Baker, James R. Baker, Jr., James R. Baker, Sr., Mary Parker Baker and
Sharon Baker White served as directors of Automated Prescription Systems, Inc.
prior to its merger with us. In addition, James R. Baker, Jr. was the Chief
Executive Officer of Automated Prescription Systems, Inc. and currently serves
as a consultant to us and Mary Parker Baker was its Secretary.
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DESCRIPTION OF CAPITAL STOCK
The following is a description of the material terms of our capital stock
and of certain provisions of Delaware law. You should also read our Restated
Certificate of Incorporation, as amended (the "Certificate"), and our Restated
By-Laws, as amended (the "By-Laws"), and the Delaware law, and, regarding the
rights of holders of shares of our common stock to purchase shares of our
preferred stock, the Rights Agreement (as defined below under the heading
"Rights Plan"). We have previously filed copies of such documents with the
SEC.
As of December 31, 1999, our capital stock consisted of 400,000,000
authorized shares of our common stock and 100,000,000 authorized shares of our
preferred stock.
Common Stock
As of December 31, 1999, there were 281,745,630 shares of our common stock
issued and outstanding.
The holders of outstanding shares of our 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 may from time to time determine. The
shares of our 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 our 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 our outstanding preferred
stock. Each outstanding share of our 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 our 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 our common stock for each Trust Security (equivalent to a conversion
price of $37.26 per share of our common stock), subject to adjustment in
certain circumstances.
Preferred Stock
As of the date hereof, there were no shares of our preferred stock issued
and outstanding. Our board of directors is authorized to issue our preferred
stock in classes or series and to fix the designations, preferences,
qualifications, limitations, or restrictions of any class or series, 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 our preferred stock, 10,000,000 shares have
been designated as Series A Junior Participating Preferred Stock (the "Series
A Preferred Stock") and reserved for issuance under our Rights Agreement.
Anti-takeover Effects of Provisions of Our Restated Certificate of
Incorporation and By-Laws
Our Certificate and By-Laws contain 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.
The Certificate divides our board of directors 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
our capital stock entitled to vote generally in the election of directors.
Vacancies and newly created directorships on our board of directors may be
filled only by a majority of the remaining directors or by the plurality vote
of the stockholders.
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The Certificate also provides that any action required or permitted to be
taken by the holders of our common stock may be effected only at an annual or
special meeting of such holders, and that the only other alternative available
for stockholder action is by unanimous written consent. The By-Laws provide
that special meetings of holders of our common stock may be called only by our
chairman of the board or our president or our board of directors. Holders of
our common stock are not permitted to call a special meeting or to require that
our board of directors 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 our board of directors, 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 90 nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting and such notice
must contain 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 some provisions of the By-Laws may only
be amended by the affirmative vote of the holders of 75% of our outstanding
stock 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 some business combinations
proposed by an interested stockholder.
The foregoing summary outlines material provisions of the Certificate and
By-Laws. You should also read the Certificate and By-Laws, copies of which have
been filed with the SEC.
Rights Plan
Our board of directors declared a dividend distribution of one right (a
"Right") for each outstanding share of our 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 our 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 our
Series A Preferred Stock at a purchase price of $100 per unit. The Rights
expire on October 21, 2004, unless redeemed earlier by our board of directors.
The terms of the Rights are set forth in a Rights Agreement, as amended,
between us and a rights agent (the "Rights Agreement"). The following summary
outlines the material provisions of the Rights Agreement. You should also read
the Rights Agreement, a copy of which has been filed with the SEC.
The Rights are attached to all of our 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 our 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 our board of directors may
determine) following commencement of a tender or exchange offer that
would result in the offeror beneficially owning 15% or more of our common
stock, or
. ten business days after our board of directors determines that the
ownership of 10% or more of our outstanding common stock by a person is
(1) intended to cause us to repurchase our common stock beneficially
owned by such person or (2) is causing, or is reasonably likely to cause,
a material adverse impact on us.
9
<PAGE>
The term "Acquiring Person" means any person who, together with its
affiliates and associates, acquires beneficial ownership of shares of our
common stock representing 15% or more of our 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 under the terms of such plans.
In the event that a person becomes an Acquiring Person (except in connection
with an offer for all outstanding shares of our 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, our
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.
In general, the Rights Agreement may be amended by our board of directors
(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 anti-takeover effects and will cause substantial dilution to
a person or group that attempts to acquire us on terms not approved by our
board of directors. The Rights should not interfere with any merger or other
business combination approved by our board of directors, since our board of
directors may redeem the Rights as provided above.
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 our 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 our board of directors and
authorized at an annual or special meeting of stockholders by the
affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the "interested stockholder."
A "business combination" includes mergers, asset sales and other
transactions resulting in financial benefit to the "interested stockholder." An
"interested stockholder" is a person who, together with its affiliates and
10
<PAGE>
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 with us
or other takeover or change in control attempts directed at us and,
accordingly, may discourage attempts to acquire us.
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.
The issuance of our preferred stock could have the effect of delaying or
preventing a change in control of us. The issuance of our 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 our unissued and unreserved common
stock or preferred stock may be to enable our board of directors 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.
As of January 31, 2000, we have reserved for issuance approximately
64,691,887 shares of our common stock for the exercise of options or grants of
restricted stock 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 our preferred
stock, although 10,000,000 shares have been designated Series A Preferred Stock
in accordance with 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,
. unlawful dividend payments or stock redemptions or purchases, and
. 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.
11
<PAGE>
PLAN OF DISTRIBUTION
We are registering shares of our common stock on behalf of the selling
stockholders. As used herein, "selling stockholders" include Hibernia National
Bank, as pledgee of some of the shares of our common stock and any other 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 securities exchanges where our common
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 commissions 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, if 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.
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.
In accordance with 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.
EXPERTS
The consolidated financial statements and related consolidated financial
statement schedule of McKesson HBOC, Inc. and its consolidated subsidiaries,
except for HBOC & Company and its subsidiaries as of March 31, 1998 and 1997
and for the years then ended, included in McKesson HBOC, Inc.'s Annual Report
on Form 10-K/A for the year ended March 31, 1999 which is incorporated by
reference in this prospectus and
12
<PAGE>
elsewhere in the registration statement have been audited by Deloitte & Touche
LLP as stated in their report (which report expresses an unqualified opinion
and includes an explanatory paragraph referring to certain shareholder
litigation as discussed in Financial Note 19 to the consolidated financial
statements) and have been so included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The financial statements of HBOC & Company and its subsidiaries referred to
above (not separately presented herein), which are included in our Annual
Report on Form 10-K/A for the year ended March 31, 1999 which is incorporated
by reference in this prospectus and elsewhere in this registration statement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report (which expresses an unqualified opinion and includes
an explanatory paragraph related to certain shareholder litigation) with
respect thereto, and are included herein in reliance upon the authority of
said firm as experts in giving said report.
LEGAL MATTERS
Ivan D. Meyerson, our Senior Vice President, General Counsel and Corporate
Secretary 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.
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, 1999, as
amended (File No. 1-13252).
2. Quarterly Reports on Form 10-Q for the quarters ended June 30, 1999 and
September 30, 1999 (File No. 1-13252).
3. Current Reports on Form 8-K, dated May 3, 1999, January 25, 2000 and
February 1, 2000 (File No. 1-13252).
You may request a copy of these filings, at no cost by writing or
telephoning us at the following address:
Ivan D. Meyerson
Senior Vice President, General Counsel and Corporate Secretary
McKesson HBOC, Inc.
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>
[MCKESSONHBOC LOGO APPEARS HERE]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses (other than the Securities and Exchange Commission
(the "Commission") filing fee) are estimated.
<TABLE>
<S> <C>
Commission registration fee...................................... $11,317.00
Printing and engraving expenses.................................. 10,000.00
Accountants' fees and expenses................................... 20,000.00
Attorneys' fees and expenses..................................... 50,000.00
Miscellaneous.................................................... 4,683.00
----------
Total.......................................................... $95,000.00
==========
</TABLE>
McKesson HBOC, Inc. (the "Company") will pay all registration expenses in
connection with the registration of the shares of the Company's common stock.
Item 15. Indemnification of Directors and Officers.
Article VIII of the Restated By-Laws, as amended, of the Company (the "By-
Laws"), 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, in the case of 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 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, as
amended, 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>
4.1 Restated Certificate of Incorporation of the Company (Exhibit 3.2(1)).
4.2 Certificate of Amendment to the Restated Certificate of Incorporation
of the Company (Exhibit 4.3(2)).
4.3 Amended and Restated By-Laws of the Company, as amended through July
15, 1999 (Exhibit 4.5(3)).
4.4 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 4.7(3)).
4.5 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, Senior Vice President, General Counsel
and Corporate Secretary of the Company.
10.1** Registration Rights Agreement, dated as of August 27, 1998, by and
among the Company and the Selling Stockholders.
23.1** Consent of Ivan D. Meyerson (included in Exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
23.3* Consent of Arthur Andersen LLP.
24.1** Power of Attorney.
24.2** Power of Attorney.
</TABLE>
- --------
(1) Incorporated by reference to the designated exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
(2) Incorporated by reference to the designated exhibit to the Company's
Registration Statement on Form S-8 as filed with the Commission on January
12, 1999.
(3) Incorporated by reference to the designated exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
(4) Incorporated by reference to designated exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998.
* Filed herewith.
** Previously filed.
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.
II-2
<PAGE>
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement. provided, however, that paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California,
on the 10th day of February, 2000.
McKesson HBOC, Inc.
By: /s/ Ivan D. Meyerson
----------------------------------
Name: Ivan D. Meyerson
Title: Senior Vice President,
General Counsel and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<C> <S>
* Co-President and
_____________________________________________ Co-Chief Executive Officer and Director
John H. Hammergren (principal executive officer)
* Co-President and
_____________________________________________ Co-Chief Executive Officer and Director
David L. Mahoney (principal executive officer)
* Senior Vice President and Controller and
_____________________________________________ Acting Chief Financial Officer
Heidi E. Yodowitz (principal financial and accounting
officer)
* Director
_____________________________________________
Alfred C. Eckert
* Director
_____________________________________________
Tully M. Friedman
* Director
_____________________________________________
Alton F. Irby III
* Director
_____________________________________________
M. Christine Jacobs
* Director
_____________________________________________
Gerald E. Mayo
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director
_____________________________________________
James V. Napier
* Director
_____________________________________________
David S. Pottruck
* Director
_____________________________________________
Carl E. Reichardt
* Chairman of the Board and
_____________________________________________ Director
Alan Seelenfreund
* Director
_____________________________________________
</TABLE> Jane E. Shaw
*By: /s/ Ivan D. Meyerson
------------------------------------
Ivan D. Meyerson
Attorney-in-fact
Dated: February 10, 2000
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
</TABLE>
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 333-85973 of McKesson HBOC, Inc., on Form S-3 of our
report dated July 12, 1999 (which report (1) was modified to indicate that the
consolidated financial statements of HBO & Company ("HBOC"), as of and for the
two years ended March 31, 1998 were audited by other auditors whose report
(which expresses an unqualified opinion and includes an explanatory paragraph
related to certain shareholder litigation) has been furnished to us, and our
opinion, insofar as it relates to the amounts included for HBOC as of and for
the years ended March 31, 1998 and 1997 is based solely on the report of such
auditors, and (2) contained an explanatory paragraph referring to certain
shareholder litigation as discussed in Financial Note 19 to the consolidated
financial statements), appearing in the Annual Report on Form 10-K/A of McKesson
HBOC, Inc., and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
San Francisco, California
February 10, 2000
<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 Amendment No. 2 to Form S-3 of our
report dated July 12, 1999 included in McKesson HBOC, Inc.'s Form 10-K/A for the
year ended March 31, 1999 and to all references to our firm included in this
registration statement. Reference is made to said report in which the opinion
contains an explanatory fourth paragraph with respect to certain shareholder
litigation as discussed in Note 10 to the consolidated financial statements.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 10, 2000
