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 14, 1999
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(Date of report)
January 12, 1999
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(Date of earliest event reported)
McKESSON HBOC, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13252 94-3207296
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
McKesson Plaza
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)
McKesson Corporation
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
(a) On January 12, 1999, McKesson HBOC, Inc. ("McKesson" which term
shall include references to its predecessor, McKesson Corporation, as
appropriate) consummated its acquisition of HBO & Company ("HBOC"). The
transaction was closed pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated October 17, 1998, as amended, by and among McKesson
Corporation, McKesson Merger Sub, Inc. ("Merger Sub), and HBOC. As a result of
the transaction, HBOC became a wholly owned subsidiary of McKesson. The purchase
price consisted of the issuance of approximately 177.2 million shares of
McKesson common stock valued at approximately $15.1 billion in exchange for all
the outstanding common stock of HBOC as of the date of consummation based on an
exchange ratio equal to 0.37 shares of McKesson common stock for each share of
HBOC common stock acquired. In addition, approximately 10.6 million shares were
reserved for issuance, valued at approximately $903.1 million, in connection
with the assumption of HBOC's outstanding options, warrants and employee stock
purchase plans pursuant to the Merger Agreement.
The basic terms of the Merger Agreement, the method used for determining
the amount of consideration paid by McKesson and the relationships between
McKesson and HBOC and their respective directors and executive officers were
described in the joint proxy statement/prospectus dated November 27, 1998 filed
in connection with McKesson's Registration Statement on Form S-4 (No. 333-
67299), which is incorporated herein by reference. HBOC's assets consist of
cash, receivables, inventory, property and equipment, and other tangible and
intangible assets.
The approval of the Merger Agreement and the transactions associated
with it by the stockholders of each of McKesson and HBOC and the consummation of
the merger of Merger Sub with and into HBOC (the "Merger") was announced in a
press release of McKesson dated January 12, 1999, a copy of which is filed as an
exhibit hereto.
(b) The acquisition by McKesson of shares of HBOC common stock pursuant
to the Merger Agreement is deemed the indirect acquisition of the assets of HBOC
represented thereby, including HBOC's equipment and other physical property.
HBOC utilizes such assets in the conduct of its business as a leader in
providing software solutions, technological innovation and comprehensive
services to the healthcare industry. McKesson will continue to utilize such
assets in the conduct of its business as the world's largest healthcare services
company.
ITEM 5. OTHER EVENTS.
On January 12, 1999, McKesson took a number of actions required pursuant
to the terms of the Merger Agreement. In particular, the Restated Certificate of
Incorporation of McKesson was amended to change the name of McKesson Corporation
to McKesson HBOC, Inc. A copy of the Certificate of Amendment to the Restated
Certificate of Incorporation is filed as an exhibit hereto.
In addition, the Board of Directors of McKesson adopted resolutions
by unanimous written consent that, among other things, amended the By-laws of
McKesson as required pursuant to the terms of the Merger Agreement. A copy of
the Amendment to the By-laws is filed as an exhibit hereto.
Further, prior to the effective time of the Merger, each of Mary G. F.
Bitterman, John M. Pietruski, David S. Pottruck and Robert H. Waterman, Jr.
resigned as a Director of McKesson, and Alan Seelenfreund resigned as Chairman
of the Board of Directors of McKesson. As of the effective time of the Merger,
Alfred C. Eckert III and Gerald E. Mayo were elected to serve as a Director of
McKesson until the annual meeting of stockholders for 1999; James V. Napier and
Alton F. Irby III were elected to serve as a Director of McKesson until the 2000
annual meeting; and Charles W. McCall was elected to serve as a Director of
McKesson until the 2001 annual meeting. Mr. McCall was also elected to serve as
Chairman of the Board of Directors of McKesson, and certain changes were made to
the Committees of the Board of McKesson and certain additional officers were
appointed, as further described in a press release of McKesson dated January 13,
1999, a copy of which is filed as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The financial statements required to be filed were previously reported
in McKesson's Registration Statement on Form S-4 dated November 13, 1998, as
amended by Amendment No. 1 thereto dated November 27, 1998 (No. 333-67299),
which is incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited combined condensed pro forma financial statements of
McKesson and HBOC were previously reported in McKesson's Registration Statement
on Form S-4 dated November 13, 1998, as amended by Amendment No. 1 thereto dated
November 27, 1998 (No. 333-67299), which is incorporated herein by reference.
(c) Exhibits
2.1 Second Amendment Agreement to that certain Agreement and
Plan of Merger dated October 17, 1998, as amended by an
Amendment Agreement dated as of November 9, 1998
3.1 Certificate of Amendment of Restated Certificate of
Incorporation of McKesson Corporation (incorporated by
reference to Exhibit 4.3 to the Registration Statement on
Form S-8 of McKesson HBOC, Inc. (File No. 333-70501) filed
on January 12, 1999)
3.2 Amendments to By-laws of McKesson HBOC, Inc.
99.1 Press Release issued by McKesson HBOC, Inc. on
January 12, 1999
99.2 Press Release issued by McKesson HBOC, Inc. on
January 13, 1999
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 hereunto duly authorized.
Date: January 14, 1999
McKESSON CORPORATION
By: /s/ Nancy A. Miller
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Name: Nancy A. Miller
Title: Senior Vice President and
Secretary
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EXHIBIT INDEX
EXHIBIT
NO. TITLE
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2.1 Second Amendment Agreement to that certain Agreement and Plan of
Merger dated October 17, 1998, as amended by an Amendment Agreement
dated as of November 9, 1998.
3.1 Certificate of Amendment of Restated Certificate of
Incorporation of McKesson Corporation (incorporated by reference to
Exhibit 4.3 to the Registration Statement on Form S-8 of McKesson
HBOC, Inc. (File No. 333-70501) filed on January 12, 1999.)
3.2 Amendments to By-laws of McKesson HBOC, Inc.
99.1 Press Release issued by McKesson Corporation on January 12, 1999.
99.2 Press Release issued by McKesson HBOC, Inc. on January 13, 1999.