Form 10-K/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended March 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 1-13252
McKESSON HBOC, INC.
A Delaware Corporation
I.R.S. Employer Identification Number
94-3207296
McKesson Plaza
One Post Street
San Francisco, California 94104
Telephone - Area Code (415) 983-8300
McKesson HBOC, Inc. hereby amends the following exhibits of its Annual
Report for the fiscal year ended March 31, 1999 on Form 10-K as set forth in the
pages attached hereto:
(1) Exhibit 99.4 Annual Report on Form 11-K for the McKesson HBOC, Inc. Profit
Sharing Investment Plan for the plan year ended March 31, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized on the 12th day of October, 1999.
McKESSON HBOC, INC.
By /s/ Ivan D. Meyerson
---------------------
Ivan D. Meyerson
Senior Vice President, General Counsel
and Secretary
October 12, 1999
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of October 17, 1998, by and
among McKesson Corporation ("McKesson"), McKesson Merger Sub, Inc.
("Merger Sub") and HBO & Company ("HBOC") (Exhibit 2.1 (1)).
2.2 Amendment Agreement to Agreement and Plan of Merger, dated as of
November 9, 1998, by and among McKesson, Merger Sub and HBOC (Exhibit
2.2 (1)).
2.3 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 (Exhibit 2.1 (2)).
3.1 Restated Certificate of Incorporation of the Company as filed with the
office of the Delaware Secretary of State on July 30, 1998 (Exhibit
3.2 (3)).
3.2 Certificate of Amendment to the Restated Certificate of Incorporation
of Registrant as filed with the office of the Delaware Secretary of
State on January 12, 1999 (Exhibit 4.3 (4)).
3.3 Restated By-Laws of the Company, as amended through April 26, 1999.
3.4 Amendment to Restated By-Laws of the Company dated April 26, 1999.
4.1 Rights Agreement dated as of October 21, 1994 between McKesson and
First Chicago Trust Company of New York, as Rights Agent (the "Rights
Agreement") (Exhibit 4.1 (5)).
4.2 Amendment No. 1 to the Rights Agreement dated October 19, 1998
(Exhibit 99.1 (6)).
4.3 Indenture, dated as of March 11, 1997, by and between McKesson, as
Issuer, and The First National Bank of Chicago, as Trustee (Exhibit
4.4 (7)).
4.4 Amended and Restated Declaration of Trust of McKesson Financing Trust,
dated as of February 20, 1997, among McKesson, as Sponsor, The First
National Bank of Chicago, as Institutional Trustee, First Chicago
Delaware, Inc., as Delaware Trustee and William A. Armstrong, Ivan D.
Meyerson and Nancy A. Miller, as Regular Trustees (Exhibit 4.2 (8)).
4.5 McKesson Corporation Preferred Securities Guarantee Agreement, dated
as of February 20, 1997, between McKesson, as Guarantor, and The First
National Bank of Chicago, as Preferred Guarantor (Exhibit 4.7 (9)).
4.6 Registrant agrees to furnish to the Commission upon request a copy of
each instrument defining the rights of security holders with respect
to issues of long-term debt of the Registrant, the authorized
principal amount of which does not exceed 10% of the total assets of
the Registrant.
10.1* Form of Employment Agreement, dated as of March 31, 1999, by and
between the Company and certain designated Executive Officers.
10.2* Employment Agreement, dated as of March 31, 1999, by and between the
Company and a former Executive Vice President who was also the
President and Chief Executive Officer of the Company's Information
Technology Business.
10.3* Amended and Restated Employment Agreement, dated March 26, 1999, by
and between the Company and its former President and Chief Executive
Officer.
10.4* Form of Termination Agreement by and between the Company and certain
designated Corporate Officers (Exhibit 10.23 (10)).
10.5* McKesson HBOC, Inc. 1994 Stock Option and Restricted Stock Plan (as
amended through January 27, 1999).
10.6* McKesson HBOC, Inc. 1997 Non-Employee Directors' Equity Compensation
and Deferral Plan, as amended through January 27, 1999.
2
Exhibit
Number Description
------- -----------
10.7* McKesson HBOC, Inc. Supplemental PSIP.
10.8* McKesson HBOC, Inc. Deferred Compensation Administration Plan amended
as of January 27, 1999.
10.9* McKesson HBOC, Inc. Deferred Compensation Administration Plan II, as
amended effective January 27, 1999.
10.10* McKesson HBOC, Inc. 1994 Option Gain Deferral Plan, as amended
effective January 27, 1999.
10.11* McKesson HBOC, Inc. Directors' Deferred Compensation Plan, as amended
effective January 27, 1999.
10.12* McKesson HBOC, Inc. 1985 Executives' Elective Deferred Compensation
Plan, amended as of January 27, 1999.
10.13* McKesson HBOC, Inc. Management Deferred Compensation Plan, amended as
of January 27, 1999.
10.14* McKesson HBOC, Inc. 1984 Executive Benefit Retirement Plan, as amended
through January 27, 1999.
10.15* McKesson HBOC, Inc. 1988 Executive Survivor Benefits Plan, as amended
effective January 27, 1999.
10.16* McKesson HBOC, Inc. Executive Medical Plan Summary.
10.17* McKesson HBOC, Inc. Severance Policy for Executive Employees (as
amended through January 27, 1999).
10.18* McKesson HBOC, Inc. 1989 Management Incentive Plan, as amended through
January 27, 1999.
10.19* McKesson HBOC, Inc. Long-Term Incentive Plan, as amended through
January 27, 1999.
10.20* McKesson HBOC, Inc. Stock Purchase Plan, as amended through January
27, 1999.
10.21* McKesson HBOC, Inc. 1999 Executive Stock Purchase Plan (Exhibit 99.1
(11)).
10.22* Form of Consulting Agreement, dated as of March 28, 1997, by and
between McKesson and its former Chairman and retired Chief Executive
Officer (Exhibit 10.32 (7)).
10.23* Amendment No. 1 to Consulting Agreement, entered into as of March 25,
1998, by and between McKesson and its Chairman and retired Chief
Executive Officer (Exhibit 10.1(3)).
10.24* HBO & Company 1990 Executive Incentive Plan (Exhibit 4 (12) and
Exhibit 4(a) (12)).
10.25* HBO & Company 1993 Stock Option Plan for Nonemployee Directors
(Exhibit 4 (13)).
10.26* HBO & Company Omnibus Stock Incentive Plan (Exhibit 4 (14)).
10.27* McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan (as amended and
restated effective January 12, 1999 (Exhibit 99.25 (4)).
10.28* Statement of Terms and Conditions Applicable to Certain Stock Options
Granted on January 27, 1999.
10.29 Credit Agreement dated as of November 10, 1998 among McKesson, Medis
Health and Pharmaceutical Services Inc., an Ontario corporation and
indirect wholly owned subsidiary of McKesson, Bank of America National
Trust and Savings Association, as Agent, Bank of America Canada, as
Canadian Administrative Agent, The Chase Manhattan Bank, as
documentation agent, First Union National Bank, as documentation
agent, The First National Bank of Chicago, as documentation agent, and
the other financial institutions party thereto.
10.30 Stock Option Agreement, dated October 17, 1998, between McKesson and
HBOC (Exhibit 99.1 (1)).
10.31 Stock Option Agreement, dated October 17, 1998, between HBOC and
McKesson (Exhibit 99.2 (1)).
3
Exhibit
Number Description
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21 List of Subsidiaries of the Company.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney.
27.1 Financial Data Schedule.
27.2 Financial Data Schedule.
27.3 Financial Data Schedule.
99.1 Registration Rights Agreement dated as of June 22, 1998 by McKesson
and the other undersigned parties thereto (Exhibit 10.1(15)).
99.2 Registration Rights Agreement dated as of August 27, 1998, by McKesson
and the other undersigned parties thereto.
99.3 Annual Report on Form 11-K for HBO & Company Profit-Sharing and
Savings Plan.
99.4 Annual Report on Form 11-K for the McKesson HBOC, Inc. Profit Sharing
Investment Plan for the plan year ended March 31, 1999.
Exhibit 99.4
Form 10-K for 1999
File No. 1-13252
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Footnotes to Exhibit Index:
* Denotes management contract or compensatory plan, contract or arrangement.
(1) Incorporated by reference to designated exhibit to Amendment No. 1 to
McKesson's Form S-4 Registration Statement No. 333-67299 filed on
November 27, 1998.
(2) Incorporated by reference to designated exhibit to the Company's Current
Report on Form 8-K dated January 14, 1999.
(3) Incorporated by reference to designated exhibit to McKesson's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.
(4) Incorporated by reference to designated exhibit to the Company's Form S-8
Registration Statement No. 333-70501 filed on January 12, 1999.
(5) Incorporated by reference to designated exhibit to Amendment No. 3 to
McKesson's Registration Statement on Form 10 filed on October 27, 1994.
(6) Incorporated by reference to designated exhibit to McKesson's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998.
(7) Incorporated by reference to designated exhibit to McKesson's Annual
Report on Form 10-K for the fiscal year ended March 31, 1997.
(8) Incorporated by reference to designated exhibit to Amendment No. 1 to
McKesson's Form S-3 Registration Statement No. 333-26433 filed on June
18, 1997.
(9) Incorporated by reference to designated exhibit to McKesson's Form S-3
Registration Statement No. 333-26433 filed on May 2, 1997.
(10) Incorporated by reference to designate exhibit to McKesson's Annual
Report on Form 10-K for the fiscal year ended March 31, 1995.
(11) Incorporated by reference to designated exhibit to the Company's Form S-8
Registration Statement No. 333-71917 filed on February 5, 1999.
(12) Incorporated by reference to designated exhibits to HBOC's Form S-8
Registration Statement No. 33-82962 filed on August 1, 1994 and its Form
S-8 Registration Statement No. 333-05759 filed on June 12, 1996.
(13) Incorporated by reference to designated exhibit to HBOC's Form S-8
Registration Statement No. 33-67300 filed on August 12, 1993.
(14) Incorporated by reference to designated exhibit to HBOC's Form S-8
Registration Statement No. 333-26885 filed on May 12, 1997.
(15) Incorporated by reference to designated exhibit to McKesson's Form S-3
Registration Statement No. 333-66359 filed on October 30, 1998.
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