SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-13252
McKESSON CORPORATION
- -----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3207296
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Post Street, San Francisco, California 94104
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(Address of principal executive offices) (Zip Code)
(415) 983-8300
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at June 30, 1997
- ---------------------------- ----------------------------
Common stock, $.01 par value 45,925,182 shares
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
==============================
Item Page
- ---- ----
1. Condensed Financial Statements
Consolidated Balance Sheets
June 30, 1997 and March 31, 1997 3 - 4
Statements of Consolidated Income
Three month periods ended
June 30, 1997 and 1996 5
Statements of Consolidated Cash Flows
Three month periods ended
June 30, 1997 and 1996 6 - 7
Financial Notes 8 - 10
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Review 11 - 13
PART II. OTHER INFORMATION
===========================
1. Legal Proceedings 14
4. Submission of Matters to a Vote of
Security Holders 14
6. Exhibits and Reports on Form 8-K 15
Exhibit Index 18
PART I. FINANCIAL INFORMATION
==============================
McKESSON CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30, March 31,
1997 1997
------ ------
(in millions)
ASSETS
- ------
Current Assets
Cash and cash equivalents $ 76.8 $ 124.8
Marketable securities
available for sale (Note 4) 95.9 105.0
Receivables 1,248.0 1,224.5
Inventories 2,116.9 2,259.5
Prepaid expenses 50.6 47.3
------- -------
Total 3,588.2 3,761.1
------- -------
Property, Plant and Equipment
Land 37.4 38.0
Buildings, machinery and equipment 758.7 741.3
------- -------
Total 796.1 779.3
Accumulated depreciation (418.4) (405.7)
------- -------
Net 377.7 373.6
Goodwill and other intangibles 740.0 736.2
Other assets 312.2 301.9
------- -------
Total Assets $5,018.1 $5,172.8
======= =======
(Continued)
- 3 -
McKESSON CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30, March 31,
1997 1997
------ ------
(in millions,
except par value)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Drafts payable $ 244.8 $ 210.7
Accounts payable - trade 1,632.0 1,854.7
Short-term borrowings 135.2 100.0
Current portion of long-term debt 60.1 60.3
Salaries and wages 37.1 52.9
Taxes 88.1 80.0
Interest and dividends 32.7 21.3
Other 233.4 257.3
------- -------
Total 2,463.4 2,637.2
------- -------
Postretirement Obligations and
Other Noncurrent Liabilities 256.7 255.1
------- -------
Long-Term Debt (Note 4) 807.7 824.9
------- -------
McKesson-obligated mandatorily redeemable
preferred securities of subsidiary grantor
trust whose sole assets are junior sub-
ordinated debentures of McKesson (Note 5) 195.1 194.8
------- -------
Stockholders' Equity
Common stock (200.0 shares authorized,
46.4 issued as of June 30 and March 31,
1997; par value of $.01) 0.4 0.4
Additional paid-in capital 408.0 408.2
Other capital (19.6) (19.2)
Retained earnings 1,089.3 1,062.6
Accumulated translation adjustment (44.6) (44.6)
ESOP notes and guarantee (116.4) (118.3)
Treasury shares, at cost (21.9) (28.3)
------- -------
Net 1,295.2 1,260.8
------- -------
Total Liabilities and
Stockholders' Equity $5,018.1 $5,172.8
======= =======
See Financial Notes.
(Concluded)
- 4 -
McKESSON CORPORATION and SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(unaudited)
Three Months Ended
June 30
----------------------
1997 1996
------ ------
(in millions - except
per share amounts)
REVENUES $4,342.7 $2,670.6
------- -------
COSTS AND EXPENSES
Cost of sales 3,977.9 2,438.7
Selling, distribution and administration 278.5 177.5
Purchased in-process technology (Note 2) - 48.2
Interest 23.1 10.9
------- -------
Total 4,279.5 2,675.3
------- -------
INCOME (LOSS) BEFORE TAXES ON INCOME
AND DIVIDENDS ON PREFERRED SECURITIES
OF SUBSIDIARY TRUST 63.2 (4.7)
INCOME TAX EXPENSE (24.0) (16.7)
DIVIDENDS ON PREFERRED SECURITIES
OF SUBSIDIARY TRUST (1.6) -
------- -------
INCOME (LOSS) AFTER TAXES
Continuing operations 37.6 (21.4)
Discontinued operations (Note 3) - 3.3
------- -------
NET INCOME (LOSS) $ 37.6 $ (18.1)
======= =======
EARNINGS (LOSS) PER COMMON SHARE
Fully diluted earnings (loss)
Continuing operations $ 0.78 $ (0.49)
Discontinued operations - 0.08
------- -------
Total $ 0.78 $ (0.41)
======= =======
Primary earnings (loss)
Continuing operations $ 0.79 $ (0.49)
Discontinued operations - 0.08
------- -------
Total $ 0.79 $ (0.41)
======= =======
Dividends $ 0.25 $ 0.25
======= =======
SHARES ON WHICH EARNINGS (LOSS)
PER COMMON SHARE WERE BASED
Fully diluted 50.4 43.8
Primary 47.6 43.8
See Financial Notes.
- 5 -
McKESSON CORPORATION and SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(unaudited)
Three Months Ended
June 30
----------------------
1997 1996
------ ------
(in millions)
Operating Activities
Income (loss) from continuing operations $ 37.6 $ (21.4)
Adjustments to reconcile to net cash
used by operating activities
Depreciation 17.7 15.3
Amortization 3.6 2.3
Provision for receivables reserves 2.8 1.7
Deferred taxes on income 2.7 1.0
Other non-cash items (Note 2) (1.0) 49.4
------- -------
Total 63.4 48.3
------- -------
Effects of changes in
Receivables (25.5) (113.3)
Inventories 133.3 51.8
Accounts and drafts payable (165.7) (75.0)
Taxes 15.7 16.5
Other (46.9) (15.1)
------- -------
Total (89.1) (135.1)
------- -------
Net cash used by continuing operations (25.7) (86.8)
------- -------
Discontinued operations (1.9) 4.6
------- -------
Net cash used by operating activities (27.6) (82.2)
------- -------
Investing Activities
Purchases of marketable securities (1.2) (0.2)
Maturities of marketable securities 11.4 58.3
Property acquisitions (23.1) (19.8)
Properties sold 1.7 0.2
Acquisitions of businesses, less cash
and short-term investments acquired (3.2) (61.4)
Investing activities of
discontinued operations - (0.4)
Other (11.7) (15.3)
------- -------
Net cash used by investing activities (26.1) (38.6)
------- -------
(Continued)
- 6 -
McKESSON CORPORATION and SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(unaudited)
Three Months Ended
June 30
----------------------
1997 1996
------ ------
(in millions)
Financing Activities
Proceeds from issuance of debt $ 35.1 $ 84.2
Repayment of debt (19.0) (3.3)
Dividends paid on preferred
securities of subsidiary trust (2.8) -
Capital stock transactions
Treasury stock acquired - (101.9)
Issuances 2.0 5.3
ESOP notes and guarantee 1.9 1.8
Dividends paid (11.5) (10.7)
Financing activities of
discontinued operations - 0.1
------- -------
Net cash provided (used)
by financing activities 5.7 (24.5)
------- -------
Net Decrease in Cash
and Cash Equivalents (48.0) (145.3)
Cash and Cash Equivalents
at beginning of period 124.8 260.8
------- -------
Cash and Cash Equivalents
at end of period $ 76.8 $ 115.5
======= =======
See Financial Notes.
(Concluded)
- 7 -
McKESSON CORPORATION and SUBSIDIARIES
FINANCIAL NOTES
1. Interim Financial Statements
- ---------------------------------
In the opinion of the Company, these unaudited condensed
consolidated financial statements include all adjustments necessary
for a fair presentation of its financial position as of June 30,
1997 and the results of its operations and its cash flows for the
three months ended June 30, 1997 and 1996. Except for the $48.2
million charge in fiscal 1997 described in Note 2, such adjustments
were of a normal recurring nature.
The results of operations for the three months ended June 30,
1997 and 1996 are not necessarily indicative of the results for the
full years.
It is suggested that these interim financial statements be
read in conjunction with the annual audited financial statements,
accounting policies and financial notes thereto included in the
Company's 1997 Annual Report to Stockholders which has previously
been filed with the Securities and Exchange Commission.
2. Fiscal 1997 Acquisitions
- -----------------------------
In April 1996, the Company acquired Automated Healthcare,
Inc. ("AHI"), a provider of automated pharmaceutical dispensing
equipment for use by health care institutions. In the first
quarter of fiscal 1997, a $48.2 million charge was recorded to
write off the portion of the purchase price of AHI allocated to
technology for which technological feasibility had not been
established as of the acquisition date and for which there were no
alternate uses.
In November 1996, the Company acquired FoxMeyer Corporation's
healthcare distribution business ("FoxMeyer"), pursuant to an
expedited auction process in the FoxMeyer Corporation bankruptcy
proceeding in Wilmington, Delaware.
In February 1997, the Company acquired General Medical Inc.
("General Medical"), a multi-market distributor of medical-surgical
supplies to acute-care, physician-care, and extended-care markets.
The acquisitions were accounted for under the purchase method.
The revenues and operating results of AHI, FoxMeyer and General
Medical are included in the consolidated financial statements from
their respective dates of acquisition.
3. Discontinued Operations
- ----------------------------
Earnings from discontinued operations for the three months
ended June 30, 1996, consist of the Company's interest in the
operations of Armor All Products Corporation and Millbrook
Distribution Services, Inc., which were sold in December 1996 and
March 1997, respectively.
- 8 -
McKESSON CORPORATION and SUBSIDIARIES
FINANCIAL NOTES
4. Marketable Securities
- --------------------------
The June 30, 1997 marketable securities balance includes $88.8
million held in trust as exchange property for the Company's $144.6
million principal amount of 4.5% exchangeable subordinated
debentures which remain outstanding.
5. Convertible Preferred Securities
- -------------------------------------
In February 1997, a wholly owned subsidiary trust of the
Company issued 4 million preferred securities shares to the public
and 123,720 common securities to the Company. The preferred
securities shares are convertible at the holder's option into the
Company's common stock. The proceeds of such issuances were
invested by the trust in $206,186,000 aggregate principal amount of
the Company's 5% Convertible Junior Subordinated Debentures due
2027 (the "Debentures"). The Debentures represent the sole assets
of the trust. The Debentures mature on June 1, 2027, bear interest
at the rate of 5%, payable quarterly, and are redeemable by the
Company beginning in March 2000 at 103.5% of the principal amount
thereof. The $6,186,000 of Debentures attributable to the
Company's common security interest in the trust have been
eliminated, and the preferred securities reflected as outstanding,
in the accompanying consolidated financial statements.
Holders of the preferred securities are entitled to cumulative
cash distributions at an annual rate of 5% of the liquidation
amount of $50 per preferred security. Each preferred security is
convertible at the rate of .6709 shares of McKesson common stock,
subject to adjustment in certain circumstances. The preferred
securities will be redeemed upon repayment of the Debentures, and
are callable by the Company at 103.5% of the liquidation amount
beginning in March 2000.
6. New Accounting Pronouncements
- ---------------------------------
The Company is required to adopt Statement of Financial
Accounting Standards ("SFAS") 128, "Earnings per Share" in the
third quarter of fiscal 1998. Earlier application is not
permitted.
SFAS 128 replaces current EPS reporting requirements and
requires a dual presentation of basic and diluted EPS. Basic EPS
excludes dilution and is computed by dividing net income available
to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into
common stock.
Pro forma amounts for basic and diluted EPS, assuming SFAS 128
had been in effect, are as follows:
Three Months Ended
June 30
------------------
1997 1996
------ ------
($ in millions)
Net Income (Loss) Per Share
Basic $ 0.82 $(0.41)
Diluted 0.78 (0.41)
- 9 -
McKESSON CORPORATION and SUBSIDIARIES
FINANCIAL NOTES
The diluted calculation for the three months ended June 30,
1996 excludes the impact of stock options which were anti-dilutive
due to the net loss for the period.
In June 1997, the Financial Accounting Standards Board issued
SFAS No. 130 "Reporting Comprehensive Income," which requires that
an enterprise report, by major components and as a single total,
the change in its net assets during the period from nonowner
sources; and SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information," which establishes annual and
interim reporting standards for an enterprise's operating segments
and related disclosures about its products, services, geographic
areas, and major customers. Adoption of these statements will not
impact the Company's consolidated financial position, results of
operations or cash flows, and any effect will be limited to the
form and content of its disclosures. Both statements are effective
for the Company's fiscal year 1999, with earlier application
permitted.
- 10 -
McKESSON CORPORATION and SUBSIDIARIES
FINANCIAL REVIEW
Segment Results
- ---------------
Three Months Ended
June 30
-------------------
1997 1996 %Chg
------ ------ ----
($ in millions)
REVENUES
Health Care Services
U.S. Health Care
Pharmaceutical Dist. & Services $3,441.1 $2,219.5 55.0
Medical/Surgical Dist. & Services 446.9 -
------- -------
Total U.S. Health Care 3,888.0 2,219.5 75.2
International 377.8 376.8 0.3
------- -------
Total Health Care Services 4,265.8 2,596.3 64.3
Water Products 72.3 70.4 2.7
Corporate 4.6 3.9
------- -------
Total $4,342.7 $2,670.6 62.6
======= =======
OPERATING PROFIT
Health Care Services $ 82.8 $ 3.3(1)
Water Products 11.1 9.6 15.6
------- -------
Total 93.9 12.9
Interest - net(2) (21.8) (7.7)
Corporate and other (8.9) (9.9)
------- -------
Income (loss) before taxes $ 63.2 $ (4.7)
======= =======
(1) Includes a $48.2 million write-off for in-process
technology related to the April 1996 acquisition of
Automated Healthcare, Inc.
(2) Interest expense is shown net of corporate interest
income.
- 11 -
McKESSON CORPORATION and SUBSIDIARIES
FINANCIAL REVIEW
Overview of Results
- -------------------
Net income for the first quarter increased to $37.6 million,
$0.78 per fully diluted share, from a loss of $18.1 million,
$(0.41) per share, in the prior year. The prior year net loss
included income from discontinued operations of $3.3 million. The
fiscal 1997 loss from continuing operations included a $48.2
million charge to write off in-process technology related to the
April 1996 acquisition of Automated Healthcare, Inc.
The effective income tax rate applicable to continuing
operations for the quarter ended June 30, 1996 differed from the
effective income tax rate for the current year period primarily due
to the write-off of in-process technology which had no associated
tax benefit.
HEALTH CARE SERVICES
The Health Care Services segment includes the operations of
the Company's U.S. pharmaceutical and health care products
distribution and medical/surgical supplies distribution businesses
("U.S. Health Care") and its international health care distribution
businesses in Canada and Mexico. This segment accounted for
approximately 98% of revenues from continuing operations in the
first quarter.
Segment revenues increased by 64% for the quarter compared
with the prior year, reflecting revenue from the fiscal 1997
acquisitions (see Note 2), 17% internal growth in the U.S. Health
Care pharmaceutical distribution business, and flat international
revenues.
Operating profit for the quarter, excluding the effect of the
$48.2 million charge noted above, increased by 61% to $82.8 million
from the prior year, reflecting the increasing contribution from
the 1997 acquisitions, stable margins in the U.S. Health Care
pharmaceutical distribution business and lower costs associated
with the Company's OmniLink product offering. International
operating profits declined modestly in the quarter due to the
phased transition of a Canadian customer to self-warehousing and
lower margins on the replacement business.
WATER PRODUCTS
Revenues at Water Products increased by 3% for the quarter
compared with the prior year. Prior year revenues included $4.5
million in revenues from the Aqua Vend unit, which was sold in
March 1997. The 10% increase in revenues from comparable
operations resulted from continuing strong grocery sales growth
following a series of new product introductions, and continued
geographic expansion.
Operating profit increased 16% in the quarter to $11.1 million
from $9.6 million in the prior year. This increase reflects
improved profitability from the expanding grocery business, and
cost savings resulting from customer retention programs for the
direct delivery business.
- 12 -
McKESSON CORPORATION and SUBSIDIARIES
FINANCIAL REVIEW
INTEREST, NET
Interest expense, net of interest income, increased to $21.8
million in the quarter from $7.7 million for the prior year period,
as a result of the debt issued to finance acquisitions in the
second half of fiscal 1997.
Liquidity and Capital Resources
- -------------------------------
Cash and marketable securities available for sale were $172.7
million at June 30, 1997 and $229.8 million at March 31, 1997. The
June 30, 1997 marketable securities balance included $88.8 million
from the sale of the Armor All shares which is currently restricted
and held in trust as exchange property in connection with the
Company's outstanding exchangeable debentures. Cash and marketable
securities available for sale decreased by $57.1 million and total
debt increased by $17.8 million during the three months ended June
30, 1997. These changes in the quarter primarily reflect a
decrease in accounts payable from March 31, 1997 levels. The
accounts payable decrease is due to the timing of inventory
purchases during the quarter. It is expected that accounts payable
balances at March 31, 1998 will be in excess of March 31, 1997
levels. Inventory balances decreased from March 31, 1997 levels
due to normal seasonality and Company initiatives designed to
increase inventory turnover.
Stockholders' equity was $1,295.2 million at June 30, 1997,
and the net debt-to-capital ratio was 36% compared with 34% on
March 31, 1997. The net debt-to-capital ratio for both periods was
computed by reducing the outstanding debt amount by the cash and
marketable securities at the end of the period.
Fully diluted shares increased to 50.4 million from 43.8
million in the prior year due primarily to the issuance of 2.8
million common shares in conjunction with the General Medical
acquisition in February 1997, the 2.7 million common shares
underlying the convertible preferred securities issued in February
1997 and the exclusion of potential employee stock option dilution
in the prior year due to the net loss reported.
Certain of the matters discussed herein may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act") and as
such may involve known and unknown risks and uncertainties and
other factors that may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements.
- 13 -
PART II. OTHER INFORMATION
===========================
Item 1. Legal Proceedings
- --------------------------
As previously reported in the Company's Form 10-K for its
fiscal year ended March 31, 1997, a purported class action was
filed in July 1995 in the Supreme Court of the State of New York by
Richard A. Bernstein against General Medical Corp., Inc. and
several other defendants alleging a conspiracy to orchestrate the
leveraged buyout of plaintiff's interest in General Medical at an
unfairly low price. The complaint alleges common law fraud, breach
of fiduciary duty, and inducing breach of fiduciary duty, and seeks
rescissionary damages of $50 million, compensatory damages of $25
million and punitive damages of $25 million. The complaint was
dismissed in September 1996 and the plaintiff appealed. On July 1,
1997, the Appellate Division of the Supreme Court of the State of
New York reversed the prior dismissal and reinstated the complaint.
The Company continues to believe that it has meritorious defenses
to the allegations made against it and intends to vigorously defend
the action.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Company's Annual Meeting of Stockholders was held on July
30, 1997. The following matters were voted upon at the meeting and
e stockholder votes on each such matter are briefly described
below:
The Board of Directors' nominees for directors as listed
in the proxy statement were each elected to serve for a
three year term expiring at the Annual Meeting in 2000.
The vote was as follows:
Votes
Votes For Withheld
---------- ---------
Tully M. Friedman 39,168,846 293,280
John M. Pietruski 39,161,793 300,233
Carl E. Reichardt 39,150,449 311,677
The terms of the following named directors continued
after the meeting:
Mary. G.F. Bitterman Alan Seelenfreund
David S. Pottruck Jane E. Shaw
Mark A. Pulido Robert H. Waterman, Jr.
The 1997 Non-Employee Directors' Equity Compensation and
Deferral Plan was approved by the following vote:
Votes For Votes Against Votes Withheld
---------- ------------- --------------
36,087,023 3,188,688 186,415
The proposal to amend and restate the Corporation's 1973
Stock Purchase Plan to make available for purchase an
additional 450,000 shares of Common Stock and to make
other changes appropriate to facilitate the
administration of grants under the Plan was approved by
the following vote:
Votes For Votes Against Votes Withheld
---------- ------------- --------------
36,703,781 2,550,522 207,823
- 14 -
PART II. OTHER INFORMATION
===========================
The proposal to amend the Corporation's 1981 Long-Term
Incentive Plan to permit awards under the plan to qualify
for exemption under Section 162(m) of the Internal
Revenue Code of 1986, and to make other changes necessary
to facilitate the administration of awards under the Plan
was approved by the following vote:
Votes For Votes Against Votes Withheld
---------- ------------- --------------
38,528,563 741,489 192,074
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
(11) Computation of Earnings (Loss) per Common Share
(27) Financial Data Schedule
(99) McKesson Corporation 1994 Stock Option and Restricted
Stock Plan (Amended and Restated effective July 30, 1997)
(b) Reports on Form 8-K
The Registrant filed the following reports on Form 8-K, or
amendments to previously filed reports on Form 8-K, during the
three months ended June 30, 1997:
1. Form 8-K/A Amendment No. 2
Date of Report: November 22, 1996
Date Filed: April 28, 1997
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
---------------------------------------------------
The Registrant filed the financial statements and pro
forma financial information related to its acquisition of
the healthcare distribution business of FoxMeyer
Corporation.
2. Form 8-K
Date of Report: March 31, 1997
Date Filed: April 7, 1997
Item 2. Acquisition or Disposition of Assets
---------------------------------------------
The Registrant reported that it had completed the sale of
Millbrook Distribution Services, Inc.
Item 7(c). Exhibits
--------------------
Press Release dated April 2, 1997.
3. Form 8-K
Date of Report: May 30, 1997
Date Filed: June 24, 1997
Item 5. Other Events
---------------------
On May 30, 1997, the Registrant amended and restated its
By-Laws.
Item 7(c). Exhibits
--------------------
Restated By-Laws of the Registrant, as amended through
May 30, 1997.
- 15 -
PART II. OTHER INFORMATION
===========================
4. Form 8-K
Date of Report: June 11, 1997
Date Filed: June 13, 1997
Item 5. Other Events
---------------------
On June 11, 1997 the Registrant executed an Underwriting
Agreement in connection with the previously announced
secondary offering of 2,791,738 shares of its common
stock, par value $.01 per share, on behalf of certain
selling stockholders. This report was filed in
connection with the resale of those shares under the
Registrant's shelf registration statement on Form S-3,
declared effective on June 9, 1997.
Item 7(c). Exhibits
--------------------
Underwriting Agreement dated June 11, 1997 by and among
Registrant, Morgan Stanley & Co. Incorporated and the
Selling Stockholders named therein.
- 16 -
SIGNATURE
S I G N A T U R E
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 thereunto duly authorized.
McKESSON CORPORATION
(Registrant)
Dated: August 13, 1997 By /s/ Richard H. Hawkins
----------------------------
Richard H. Hawkins
Vice President and
Chief Financial Officer
By /s/ Heidi E. Yodowitz
----------------------------
Heidi E. Yodowitz
Controller
- 17 -
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------------------------------------------
(11) Computation of Earnings (Loss) per Common Share
(27) Financial Data Schedule
(99) McKesson Corporation 1994 Stock Option and
Restricted Stock Plan (Amended and Restated
effective July 30, 1997)
- 18 -