MCKESSON HBOC INC
8-K, 2000-01-25
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K
                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                               January 25, 2000
                               (Date of Report)

                               January 11, 2000
                       (Date of earliest event reported)


                              McKESSON HBOC, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                 <C>                                               <C>
        Delaware                                           1-13252                                        94-3207296
(State of Incorporation)                            (Commission File No.)                               (IRS Employer
                                                                                                      Identification No.)
           McKesson Plaza
           One Post Street
           San Francisco, CA                                                        94104
(Address of principal executive offices)                                          (Zip Code)
</TABLE>

       Registrant's telephone number, including area code (415) 983-8300


Item 5.   Other Events

     We are filing this Current Report on Form 8-K to make generally available
certain information regarding the Registrant.

     On January 11, 2000, the Registrant entered into a definitive Stock
Purchase Agreement with Groupe Danone SA, a company organized under the laws of
France, whereby Groupe Danone will purchase all of the outstanding capital stock
of McKesson Water Products Company, a California corporation and a subsidiary of
the Registrant, for a total consideration of $1.1 billion in cash. A copy of the
press release announcing the execution the definitive Stock Purchase Agreement
is set forth in Exhibit 99.1 to this Current Report on Form 8-K and is hereby
incorporated by reference herein.
<PAGE>

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (c)  Exhibits

               99.1 Press Release issued by the Registrant on January 11, 2000



                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.

                                    McKESSON HBOC, INC.
                                    (Registrant)



Date:  January 25, 2000             By: /s/ Ivan D. Meyerson
                                        -------------------------------------
                                    Name:   Ivan D. Meyerson
                                    Title:  Senior Vice President,
                                            General Counsel and Secretary

<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.       Title
- -----------       -----
<S>               <C>
99.1              Press Release issued by the Registrant on January 11, 2000
</TABLE>

<PAGE>

                                                                    EXHIBIT 99.1

              McKesson HBOC, Inc., Signs Definitive Agreement to
               Sell Its Water Products Business to Groupe DANONE
                               for $1.1 Billion

     SAN FRANCISCO--(BUSINESS WIRE)--Jan. 11, 2000--McKesson HBOC, Inc.
(NYSE:MCK) (McKessonHBOC) announced today that it has signed a definitive
agreement with the Groupe DANONE (NYSE:DA) whereby DANONE will purchase the
McKesson Water Products Company, a subsidiary of McKessonHBOC, for a total
consideration of $1.1 billion in cash.

     The transaction has been approved by the Boards of Directors of both
companies and is subject to regulatory review and other customary conditions.

     The McKesson Water Products Company is the third-largest processor,
marketer and distributor of bottled water in the United States. The company
markets bottled water in 30 states under the Sparkletts(R), Alhambra(R) and
Crystal(TM) brands. McKesson Water Products has expected revenues of more than
$380 million with an EBITDA margin of 22% in its fiscal year ended March 31,
1999.

     "Given our strategic focus on improving healthcare quality and cost through
our market-leading positions in healthcare information technology and supply
management, McKesson Water Products was not a core business," said John H.
Hammergren and David L. Mahoney, McKessonHBOC co-presidents and co-chief
executive officers.

     "We believe that this transaction is in the best interests of both our
shareholders and the Water Products Company employees who have created
significant value in this business. We wish them well as they become a key
element of DANONE's U.S. bottled water business."

     DANONE is the leading French food group, with 1998 net sales of $14.4
billion.  It is No. 2 worldwide in bottled water, with brands including Evian
and Dannon Natural Spring Water, No. 1 worldwide in dairy products with its
flagship brand, Danone (Dannon in the United States), and is No. 1 worldwide in
sweet biscuits, notably marketed under the brand name Lu. More information about
DANONE is available at its World Wide Website at http://www.danone.com.

     McKesson HBOC, Inc., a Fortune 60 corporation, is the world's largest
supply management and healthcare information technology company. McKessonHBOC
provides supply management and information technologies across the entire
continuum of healthcare, including market-leading businesses in pharmaceutical
and medical-surgical distribution, automation, information technology and
outsourcing services for healthcare providers and payors. More information about
McKessonHBOC is available at its World Wide Website at: http://www.mckhboc.com.

     McKessonHBOC news releases are available at no charge through
McKessonHBOC's NewsOnDemand fax service. To immediately receive an index of
available releases, call 800/344-6495 and press 2.

     CONTACT: McKessonHBOC
              Larry Kurtz, 415/983-8418


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