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
September 22, 1997
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
McKESSON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-13252 94-3207296
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
One Post Street, San Francisco, California 94104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(415) 983-8300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS
On September 23, 1997, McKesson Corporation ("McKesson") and
AmeriSource Health Corporation ("AmeriSource") announced that they have entered
into an Agreement and Plan of Merger, dated as of September 22, 1997 (the
"Merger Agreement"), pursuant to which Patriot Acquisition Corp. ("Merger Sub"),
a newly formed wholly owned subsidiary of McKesson, will be merged with and into
AmeriSource (the "Merger"). Under the terms of the Merger Agreement,
stockholders of AmeriSource will receive 0.71 of a share of McKesson common
stock for each share of AmeriSource common stock (the "AmeriSource Common
Stock") they hold. The Merger is intended to be a tax-free reorganization and to
qualify as a pooling of interests for financial reporting purposes. Consummation
of the transaction is subject to the satisfaction of certain conditions,
including approvals by the stockholders of AmeriSource and McKesson and receipt
of certain regulatory approvals. The Merger Agreement is filed as Exhibit 99.1
hereto and is incorporated herein by reference. The foregoing description of the
Merger Agreement is qualified in its entirety by reference to such Exhibit.
In connection with the execution of the Merger Agreement,
AmeriSource and McKesson entered into a Stock Option Agreement, dated September
22, 1997 (the "Stock Option Agreement"), pursuant to which AmeriSource granted
McKesson an option, exercisable under certain circumstances specified in the
Stock Option Agreement, to purchase, at a purchase price of $70.87 per share, up
to 3,418,601 shares of either AmeriSource Class A Common Stock (the voting
capital stock) or AmeriSource Class B Common Stock (non-voting capital stock),
at McKesson's election. If McKesson exercised its option and elected to acquire
solely shares of Class A Common Stock, then its acquisition would represent
approximately 19.9% of the outstanding shares of voting capital stock of
AmeriSource, without giving effect to the exercise of the option. The Stock
Option Agreement is filed as Exhibit 99.2 hereto and is incorporated herein by
reference. The foregoing description of the Stock Option Agreement is qualified
in its entirety by reference to such Exhibit.
In connection with the execution of the Merger Agreement,
McKesson and Merger Sub entered into a Voting/Support Agreement with 399 Venture
Partners, Inc. ("VPI"), dated September 22, 1997 (the "VPI Voting/Support
Agreement"), pursuant to which VPI agreed to take certain actions in connection
with the proposed Merger, including voting the shares of AmeriSource Common
Stock owned by it in favor of the Merger at any meeting of stockholders held to
consider the Merger. VPI owns approximately 28% of the outstanding equity of
AmeriSource, which ownership is comprised of approximately 1.4% of the
outstanding shares of Class A Common Stock (the voting capital stock) and nearly
100% of the outstanding shares of Class B Common Stock (nonvoting capital
stock). The Class B Common Stock is convertible on a share-for-share basis into
Class A Common Stock upon request, subject to regulatory limitations.
2
The Voting/Support Agreement with VPI provides that, at the request of McKesson,
VPI will take all action necessary to convert its Class B Common Stock to Class
A Common Stock (but not in excess of the number of shares which would cause VPI
to hold more than 19% of the voting stock of AmeriSource). McKesson expects that
it will be entering into similar Voting/Support Agreements with three senior
executives of AmeriSource who own in the aggregate approximately 2.3% (based on
information set forth in AmeriSource's 1996 proxy statement) of the outstanding
Class A Common Stock. The Voting/Support Agreement with VPI is filed as Exhibit
99.3 and is incorporated herein by reference. The foregoing description of the
Voting/Support Agreement is qualified in its entirety by reference to such
Exhibit.
In connection with the execution of the Merger Agreement,
McKesson entered into an agreement dated September 22, 1997 with VPI (the
"Registration Rights Agreement") with respect to the registration rights that
will be accorded to VPI as a holder of McKesson common stock after the
AmeriSource Common Stock is converted in the Merger. The Registration Rights
Agreement is filed as Exhibit 99.4 hereto and is incorporated herein by
reference. The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to such Exhibit.
3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
The following exhibits are filed as part of this report:
99.1 Agreement and Plan of Merger, dated as of September 22, 1997, by and
among McKesson Corporation, AmeriSource Health Corporation and Patriot
Acquisition Corp.
99.2 Stock Option Agreement, dated September 22, 1997, by and between
McKesson Corporation and AmeriSource Health Corporation.
99.3 Voting/Support Agreement, dated September 22, 1997, by and among 399
Venture Partners, Inc., McKesson Corporation and Patriot Acquisition
Corp.
99.4 Registration Rights Agreement, dated September 22, 1997, by and between
McKesson Corporation and 399 Venture Partners, Inc.
4
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.
McKESSON CORPORATION
Dated: September 24, 1997 By: /s/ Nancy A. Miller
-------------------------------
Vice President, Secretary
5
EXHIBIT INDEX
Exhibit
Number Description
99.1 Agreement and Plan of Merger, dated as of September 22, 1997, by and
among McKesson Corporation, AmeriSource Health Corporation and Patriot
Acquisition Corp.
99.2 Stock Option Agreement, dated September 22, 1997, by and between
McKesson Corporation and AmeriSource Health Corporation.
99.3 Voting/Support Agreement, dated September 22, 1997, by and among 399
Venture Partners, Inc., McKesson Corporation and Patriot Acquisition
Corp.
99.4 Registration Rights Agreement, dated September 22, 1997, by and between
McKesson Corporation and 399 Venture Partners, Inc.
6