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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 11, 2001
(Date of Report)
January 11, 2001
(Date of earliest event reported)
McKESSON HBOC, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13252
(State of Incorporation) (Commission File No.)
94-3207296
(IRS Employer Identification No.)
McKesson Plaza
One Post Street
San Francisco, CA 94104
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (415) 983-8300
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Item 7. Financial Statements, pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Complaint and Compulsory Counterclaim of
McKesson HBOC, Inc.
Item 9. Regulation FD Disclosure
McKesson HBOC, Inc. ("McKesson") today filed an action against the New York
State Common Retirement Fund, Inc. individually, and as a representative of a
class of former HBO & Company ("HBOC") shareholders who exchanged their HBOC
shares for McKesson shares in its 1999 merger. In the Complaint, the Company
alleges that the exchanged HBOC shares were artificially inflated due to
undisclosed accounting improprieties, and that the exchange ratio therefore
provided too many shares to former HBOC shareholders. The Company has taken this
action to recover the "unjust enrichment" received by those HBOC shareholders
who exchanged more than 20,000 shares in the merger. The Company does not allege
any wrongdoing by these shareholders. McKesson believes this action is both
prudent and necessary to protect the Company's interests, to benefit the current
shareholders of the Company, and to enable McKesson to preserve all claims
available to it. The Company has itself been sued by most of these same HBOC
shareholders who have already benefited from the unfair merger exchange ratio.
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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 11, 2001 By: /s/ Ivan D. Meyerson
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Name: Ivan D. Meyerson
Title: Senior Vice President
General Counsel and Secretary
