-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QLvSmj63ByRMCqyoMemVhWdqbCzZQ85xopoGuJ9OsDeOTJnDxbr5dXGriH5+c6n8 j+mLprwP3TXFGXO9QEAcuA== 0000950172-97-000012.txt : 19970110 0000950172-97-000012.hdr.sgml : 19970110 ACCESSION NUMBER: 0000950172-97-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970109 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARMOR ALL PRODUCTS CORP CENTRAL INDEX KEY: 0000797975 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 330178217 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38058 FILM NUMBER: 97503337 BUSINESS ADDRESS: STREET 1: 6 LIBERTY DR CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 7143620600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PCS HOLDING CORP CENTRAL INDEX KEY: 0000816768 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943040479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MCKESSON PLZ ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON HOLDING CO DATE OF NAME CHANGE: 19870802 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ARMOR ALL PRODUCTS CORPORATION (NAME OF ISSUER) COMMON STOCK, $0.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) 042256-10-7 (CUSIP NUMBER) Ivan D. Meyerson, Esq. Vice President and General Counsel McKesson Corporation One Post Street San Francisco, California 94104 (415) 983-8300 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) Copy to: Paul T. Schnell, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 December 31, 1996 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box: ( ) Check the following box if a fee is being paid with this statement: ( ) 13D CUSIP NO. 042256-10-7 1 NAME OF REPORTING PERSONS S.S. OR I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS MCKESSON CORPORATION I.R.S. IDENTIFICATION NO. 94-32 07296 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( ) PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZEN OR PLACE OF ORGANIZATION STATE OF DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ( ) CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO This Amendment No. 2 amends the Schedule 13D (the "Schedule 13D") filed on December 1, 1994, as amended by Amendment No. 1, filed on December 6, 1996 ("Amendment No. 1"), by McKesson Corporation, a Delaware corporation ("McKesson"), with respect to common stock, par value $0.01 per share (the "Shares"), of Armor All Products Corporation, a Delaware corporation ("Armor All"), whose executive offices are located at 6 Liberty, Aliso Viejo, California 92656. Unless otherwise defined herein, each capitalized term used herein has the same meaning ascribed to it in the Schedule 13D and Amendment No. 1 thereto. Item 5. Interest in Securities of the Issuer. On December 30, 1996, McKesson tendered its Shares pursuant to the contracts, arrangements and understandings set forth in Item 6 of Amendment No. 1, which Amendment No. 1, including all Exhibits thereto, is incorporated herein by reference. The Offer by Shield for all outstanding Shares, at a price of $19.09 per Share, expired at 12:00 midnight, New York time, on Monday, December 30, 1996. Based on a preliminary count from First Chicago Trust Company of New York (the "Depositary"), a total of 21,119,908 Shares including both approximately 419,202 Shares subject to guarantee of delivery and all of the 11,624,900 Shares held by McKesson (representing 54.9% of the outstanding Shares) were validly tendered and not properly withdrawn pursuant to the Offer. On December 31, 1996, Shield directed the Depositary to accept for payment all Shares validly tendered as of the expiration date of the Offer, including those Shares tendered by McKesson. Consequently, McKesson ceased to be the beneficial owner of more than five percent of the issued and outstanding Shares on that date. A copy of a joint press release issued by Armor All and Clorox pertaining to the Offer is filed as Exhibit 1 and is incorporated herein by reference. Item 7. Material to be filed as Exhibits. Item 7 is hereby amended to include the following: Exhibit 1: Press Release issued by The Clorox Company and Armor All Products Corporation on December 31, 1996. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Dated: January 9, 1997 McKESSON CORPORATION By: /s/ Nancy A. Miller Nancy A. Miller Vice President and Secretary EXHIBIT INDEX Exhibit Description Page 1 Press Release issued by The Clorox Company and Armor All Products Corporation on December 31, 1996* N/A ------------------- * Incorporated by reference from Exhibit (a)(11) of Amendment No. 3 (Final Amendment) to Schedule 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 filed by Shield Acquisition Corporation and The Clorox Company on December 31, 1996. -----END PRIVACY-ENHANCED MESSAGE-----