SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 26, 1996
(Date of earliest event reported)
McKesson Corporation
(Exact name of Registrant as specified in its charter)
Delaware 1-13252 94-3207296
(State of (Commission File No.) (IRS Employer
incorporation or Identification No.)
organization)
One Post Street
San Francisco, California
(Address of principal executive offices)
94104
(zip code)
(415) 983-8300
(Registrant's telephone number, including area code)
Item 5. Other Events.
McKesson Corporation ("McKesson"), the holder of
approximately 54% of the outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of Armor All Products Corporation, a
Delaware Corporation ("Armor All") plans to dispose of its Shares
pursuant to the transactions described herein. On November 26, 1996,
Armor All, The Clorox Company, a Delaware corporation ("Clorox") and
Shield Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of Clorox (the "Purchaser") entered into an Agreement and
Plan of Merger, dated as of November 26, 1996 (the "Merger Agreement"),
which provides, among other things, that as soon as practicable after
the satisfaction or waiver of the conditions set forth in the Merger
Agreement, the Purchaser will be merged with and into Armor All (the
"Merger"). Under the Merger Agreement, in the event that the Purchaser
acquires less than all of the outstanding Shares in an all-cash tender
offer, the tender offer will be followed by the Merger in which any
remaining Shares (other than Shares held by dissenting stockholders,
if applicable) will be converted into the same consideration as is paid
in the tender offer. Pursuant to the Merger Agreement, the Purchaser has
commenced a tender offer, as described in a Tender Offer Statement on
Schedule 14D-1, dated December 2, 1996, to purchase any and all
outstanding Shares, at a price of $19.09 per Share, net to the seller in
cash, upon the terms and subject to the conditions in the Offer to
Purchase, dated December 2, 1996 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer").
The Purchaser is required under the Merger Agreement to
accept for payment and pay for all Shares tendered as soon as such
actions are permitted under applicable law. Prior to such actions being
so permitted, among other things, the waiting period applicable to the
acquisition of the Shares under the HSR Act must expire or be
terminated. However, notwithstanding any other provision of the Merger
Agreement, the Purchaser shall not be required to purchase any Shares
tendered, and may terminate or amend the Offer, if on or after December
2, 1996, any of the following events shall occur: (a) the Company shall
have breached in any material respect any of its representations,
warran-ties, covenants or agreements contained in the Merger Agreement;
(b) there shall be any statute, rule, regulation, decree, order or
injunction promulgated, enacted, entered or enforced by any United
States federal or state government, governmental authority or court
which would (i) make the acquisition by the Purchaser of a material
portion of the Shares illegal, or (ii) otherwise prohibit or restrict
consummation of the Offer or the Merger; (c) the Merger Agreement shall
have been terminated in accordance with its terms; or (d) the Company or
its subsidiaries shall have suffered a change that would result in a
Company Material Adverse Effect (as defined in the Merger Agreement).
The obligations of each of Clorox, the Purchaser and Armor
All to effect the Merger are subject to the satisfaction or waiver of
certain conditions, including (i) if required by the Delaware General
Corporation Law, the Merger Agreement and the Merger shall have been
approved by the stockholders of Armor All, (ii) no statute, rule,
regulation, order, decree, or injunction shall have been promulgated by
any governmental entity which prohibits the consummation of the Merger,
(iii) the Offer shall not have expired or been terminated prior to the
purchase of any Shares, and (iv) any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the
purchase of Shares pursuant to the Offer shall have expired or been
terminated. Further, the respective obligations of Armor All, on the one
hand, and Clorox and the Purchaser, on the other hand, are subject to
the satisfaction or waiver at or prior to the Effective Time of certain
additional conditions, including (i) the representations and
warranties of the other parties or party being true as of the Effective
Time (as defined in the Merger Agreement), (ii) the other parties or
party having performed in all material respects their or its obligations
under the Merger Agreement, and (iii) receipt of a certificate of an
officer of Clorox or Armor All, as the case may be, as to the
satisfaction of certain of such conditions, provided that the conditions
described in this sentence with respect to the obligations of Clorox and
the Purchaser shall cease to be conditions if the Purchaser shall have
accepted for payment and paid for Shares validly tendered pursuant to
the Offer.
The Merger Agreement was amended on December 1, 1996 by
the parties thereto to clarify certain matters in a services agreement
previously entered into by McKesson and Armor All.
Concurrently with the execution of the Merger Agreement,
McKesson, Clorox and the Purchaser entered into a Stockholder Agreement,
dated as of November 26, 1996 (the "Stockholder Agreement"). Under the
Stockholder Agreement, McKesson has agreed to tender (and to direct its
exchange agent pursuant to an exchange agent agreement and an indenture
relating to debentures issued in 1994 by McKesson to tender) all Shares
owned by it into the Offer and that it will not (and will not direct its
exchange agent to) withdraw any Shares so tendered. Pursuant to the
Stockholder Agreement, McKesson also has granted to Clorox an
irrevocable proxy to vote its Shares, or grant a consent or approval in
respect of such Shares, in connection with any meeting of the
stockholders of Armor All (i) in favor of the Merger and (ii) against
any action or agreement which would impede, interfere with or prevent
the Merger, including any other extraordinary corporate transaction
such as a merger, reorganization or liquidation involving Armor All and
a third party or any other proposal by a third party to acquire Armor
All. Such irrevocable proxy shall terminate on termination of the
Stockholder Agreement.
During the term of the Stockholder Agreement, McKesson has
agreed that it will not (subject to certain exceptions) (i) transfer, or
enter into any contract, option, agreement or other understanding with
respect to the transfer of, its Shares, (ii) grant any proxy, power of
attorney or other authorization or consent in or with respect to its
Shares, (iii) deposit its Shares in any voting trust or enter into any
voting agreement or arrangement with respect to such Shares, or (iv)
take any other action that would in any way restrict, limit or interfere
with the performance of its obligations pursuant to the Stockholder
Agreement.
The Stockholder Agreement shall terminate upon the earlier
of (i) termination of the Merger Agreement, either in accordance with
its terms by a party thereto or by mutual agreement of the parties
thereto, or (ii) the date that the Purchaser pays for the Shares of
McKesson pursuant to the Stockholder Agreement, provided that certain
provisions specified in the Stockholder Agreement will survive such
termination. Neither party has any other unilateral right to terminate
the Stockholder Agreement.
Item 7. Financial Statements and Exhibits.
10.1 Agreement and Plan of Merger, dated as of November 26, 1996,
by and among Armor All Products Corporation, The Clorox
Company and Shield Acquisition Corporation.
10.2 First Amendment to the Agreement and Plan of Merger, dated as of
December 1, 1996, by and among Armor All Products
Corporation, The Clorox Company and Shield Acquisition
Corporation.
10.3 Stockholder Agreement, dated as of November 26, 1996, by and
among McKesson Corporation, The Clorox Company and Shield
Acquisition Corporation
99.1 Press Release of McKesson Corporation, dated November 26,
1996.
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, thereto duly authorized.
McKESSON CORPORATION
By: /s/ Nancy A. Miller
Name: Nancy A. Miller
Title: Vice President and Secretary
Date: December 10, 1996
EXHIBIT INDEX
Exhibit Description Page
10.1 Agreement and Plan of Merger, dated as of N/A
November 26, 1996, by and among Armor All
Products Corporation, The Clorox Company and
Shield Acquisition Corporation. *
10.2 First Amendment to the Agreement and Plan of N/A
Merger, dated as of December 1, 1996, by
and among Armor All Products Corporation, The
Clorox Company and Shield Acquisition Corpo-
ration. *
10.3 Stockholder Agreement, dated as of November N/A
26, 1996, by and among McKesson Corpora-
tion, The Clorox Company and Shield Acquisi-
tion Corporation. *
99.1 Press Release of McKesson Corporation, dated 8
November 26, 1996.
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** Incorporated by reference from Amendment No. 1 to the
Schedule 13D under the Securities Exchange Act of
1934, filed by McKesson Corporation on December 6, 1996.