-----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, QX/N5U6yJcwnAnJJoblGFjc6xfuiRZqMxiw2W/pqGZxNbTFBptgPVwfPv27QmYt9 iIRUic5qnqCNivZnpGSyXA== 0000895345-97-000348.txt : 19971003 0000895345-97-000348.hdr.sgml : 19971003 ACCESSION NUMBER: 0000895345-97-000348 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971002 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCE DISTRIBUTION CORP CENTRAL INDEX KEY: 0000855042 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 232546940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51651 FILM NUMBER: 97689807 BUSINESS ADDRESS: STREET 1: PO BOX 959 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 2152964480 MAIL ADDRESS: STREET 1: P.O. BOX 959 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: ALCO HEALTH DISTRIBUTION CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AHSC HOLDINGS CORP DATE OF NAME CHANGE: 19920325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON CORP CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: MCKESSON PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 MAIL ADDRESS: STREET 1: ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMERISOURCE HEALTH CORPORATION ------------------------------ (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE CLASS B COMMON STOCK, PAR VALUE $ .01 PER SHARE ----------------------------------------------- (Title of Class of Securities) 03071P102 (CLASS A) 03071P300 (CLASS B) ------------------- (CUSIP Number) Ivan D. Meyerson, Esq. 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: Stephen Fraidin, P.C. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8000 September 22, 1997 ------------------------------------------------------- (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 [ ]. SCHEDULE 13D CUSIP Nos. 03071P102 and 03071P300 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON McKesson Corporation 94-3207296 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENE- 8 SHARED VOTING POWER FICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,418,601 shares of Class A Common Stock or Class B Common Stock issuable upon exercise of a stock option. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6% of the outstanding voting capital stock, or 12.5% of the outstanding capital stock, of AmeriSource, assuming for purposes of the calculation that (1) the Option to purchase such shares had been exercised and (2)that such exercise had been entirely for Class A Common Stock (voting capital stock). 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patriot Acquisition Corp. 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 ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENE- 8 SHARED VOTING POWER FICIALLY 234,926 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,974,513 shares of Class A Common Stock, in respect of which a proxy has been granted. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19% 14 TYPE OF REPORTING PERSON CO ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.01 per share ("Class B Common Stock"; and together with the Class A Common Stock, the "AmeriSource Common Stock"), of AmeriSource Health Corporation, a Delaware corporation ("AmeriSource"). The principal executive offices of AmeriSource are located at 300 Chester Field Parkway, Malvern, Pennsylvania 19355. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by McKesson Corporation, a Delaware corporation ("McKesson"), and its wholly-owned subsidiary, Patriot Acquisition Corp., a Delaware corporation ("Merger Sub"). McKesson is one of the leading health care supply management companies in North America. Merger Sub is a corporation newly formed to effect the Merger as defined in Item 4. McKesson's and Merger Sub's principal executive offices are located at One Post Street, San Francisco, California 94104. Each executive officer and each director of McKesson and of Merger Sub is a citizen of the United States. The name, business address and present principal occupation of each executive officer and director of McKesson and of Merger Sub are set forth in Annex I to this Schedule 13D which is incorporated herein by this reference. During the last five years, neither McKesson, Merger Sub nor, to the best of McKesson's knowledge, any of their respective executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which McKesson, Merger Sub or such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Stock Option Agreement, dated as of September 22, 1997, between McKesson and AmeriSource (the "Stock Option Agreement"), AmeriSource granted McKesson an irrevocable option (the "Option") to purchase from AmeriSource, under certain circumstances, up to 3,418,601 authorized and unissued shares of either Class A Common Stock (voting capital stock) or Class B Common Stock (nonvoting capital stock), or a combination thereof, at a price of $70.87 per share (the "Purchase Price"), payable in cash. As of the date hereof, the Option is not exercisable. If the Option were to become exercisable, the exercise of the Option for the full number of shares currently covered thereby would require aggregate funds of $242,276,252.87. The Stock Option Agreement provides that it will be automatically amended so that the Option covers an additional 1,325,939 shares of Class B Common Stock if the New York Stock Exchange advises that the Option can be so increased without approval of AmeriSource stockholders. See Item 5. If the Option were so increased and then exercised for the additional shares, such exercise would require an additional $93,969,296.93. It is anticipated that, should the Option become exercisable and should McKesson determine to exercise the Option, McKesson would obtain the funds therefor from working capital or by borrowing from parties whose identity is not yet known. Once the Option becomes exercisable, McKesson may require AmeriSource to repurchase for cash the Option and any shares of AmeriSource Common Stock acquired upon exercise of the Option. The Option was granted by AmeriSource as a condition of and in consideration for McKesson's entering into an Agreement and Plan of Merger, dated as of September 22, 1997 (the "Merger Agreement"), by and among McKesson, AmeriSource and Merger Sub. The foregoing description of the Stock Option Agreement is qualified in its entirety by reference to the Stock Option Agreement which is filed as Exhibit 2 hereto and which is incorporated herein by this reference. ITEM 4. PURPOSE OF TRANSACTION. The Option was granted by AmeriSource as a condition of and in consideration for McKesson's entering into the Merger Agreement. McKesson, Merger Sub and AmeriSource entered into the Merger Agreement, pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into AmeriSource, with AmeriSource as the surviving corporation of the merger (the "Merger"). Pursuant to the Merger Agreement, upon consummation of the Merger, (a) AmeriSource, as the surviving corporation, will be a wholly-owned subsidiary of McKesson, (b) each share of AmeriSource Common Stock will be converted into 0.71 of a share of common stock, par value $.01, of McKesson (the "McKesson Common Shares") with cash paid in lieu of fractional McKesson Common Shares, (c) the officers of Merger Sub will be the officers of the surviving corporation, (d) the directors of Merger Sub will be the directors of the surviving corporation, and (e) the Certificate of Incorporation and Bylaws of Merger Sub will be the Certificate of Incorporation and Bylaws of the surviving corporation. The Merger Agreement provides that the Board of Directors of McKesson will take all action necessary immediately following the effective time of the Merger (the "Effective Time") to elect the following persons who are presently on AmeriSource's Board of Directors to McKesson's Board of Directors: (i) James Urry, who will be assigned to the class of directors whose term of office expires at McKesson's first annual meeting of stockholders after the Effective Time, (ii) Michael Delaney, who will be assigned to the class of directors whose term of office expires at McKesson's second annual meeting of stockholders after the Effective Time, and (iii) David Yost, who will be assigned to the class of directors whose term of office expires at McKesson's third annual meeting of stockholders after the Effective Time. The Merger Agreement also provides that the Board of Directors of McKesson will appoint David Yost as Group President of the AmeriSource Services Group of McKesson and a Corporate Vice President of McKesson effective at the Effective Time. Consummation of the Merger is subject to certain conditions, including: (i) approval by the requisite vote of the stockholders of AmeriSource of the Merger Agreement and the Merger; (ii) approval by the requisite vote of the stockholders of McKesson of the issuance of McKesson Common Shares issuable in the Merger; (iii) expiration or termination of all waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) registration of the McKesson Common Shares to be issued in the Merger under the Securities Act of 1933, as amended; and (v) receipt by McKesson of an accountant's letter confirming that the Merger will qualify as a pooling of interests transaction for financial reporting purposes. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement which is filed as Exhibit 1 hereto and which is incorporated herein by this reference. Except as set forth herein, neither McKesson nor Merger Sub has any current plans or proposals that relate to or would result in (i) the acquisition by any person of additional shares of AmeriSource Common Stock or the disposition of shares of AmeriSource Common Stock; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving AmeriSource or any of its subsidiaries; (iii) a sale or transfer of any material amount of assets of AmeriSource or any of its subsidiaries; (iv) any change in the present Board of Directors or management of AmeriSource, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (v) any material change in the present capitalization or dividend policy of AmeriSource; (vi) any other material change in AmeriSource business or corporate structure; (vii) any change in AmeriSource's Certificate of Incorporation or By-laws, or instruments corresponding thereto, or other actions that may impede the acquisition of control of AmeriSource by any person; (viii) causing a class of securities of AmeriSource to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of AmeriSource becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Assuming for purposes of this Item 5 that the conditions to the exercise of the Option have been satisfied and that McKesson is entitled to purchase shares of AmeriSource Common Stock pursuant to the Option, McKesson would be entitled to purchase 3,418,601 shares of either Class A Common Stock (voting capital stock) or Class B Common Stock (non-voting capital stock) of AmeriSource, or a combination thereof. If McKesson purchased only Class A Common Stock upon exercise of the Option, McKesson would own approximately 19.9% of the outstanding Class A Common Stock of AmeriSource before giving effect to the exercise of the Option, 16.6% of the outstanding Class A Common Stock of AmeriSource after giving effect to the exercise of the Option and 12.5% of the outstanding capital stock of AmeriSource after giving effect to the exercise of the Option (based upon 17,178,901 shares of Class A Common Stock, 6,490,370 shares of Class B Common Stock and 172,640 shares of Class C Common Stock, par value $.01 per share, of AmeriSource outstanding as of September 15, 1997, as represented by AmeriSource in the Merger Agreement). The parties intended the Option to be an option to acquire both 19.9% of the voting securities and 19.9% of the equity securities of AmeriSource. The Option Agreement provides that it will be automatically amended so that the Option covers an additional 1,325,939 shares of Class B Common Stock (which McKesson has covenanted not to convert into Class A Common Stock) if the New York Stock Exchange advises that the Option can be so increased without the need for obtaining approval by AmeriSource stockholders. McKesson does not have the right to acquire any shares of AmeriSource Common Stock under the Option unless certain events specified in the Stock Option Agreement occur. Accordingly, McKesson does not have sole or shared voting or dispositive power with respect to any shares of AmeriSource Common Stock purchasable under the Option, and McKesson disclaims beneficial ownership of AmeriSource Common Stock subject to the Option until such events occur. If McKesson were then to exercise the Option, McKesson would have sole voting power and sole dispositive power with respect to the shares of AmeriSource Common Stock acquired pursuant to the Option. The foregoing description of the Stock Option Agreement is qualified in its entirety by reference to the Stock Option Agreement which is filed as Exhibit 2 hereto and which is incorporated herein by this reference. As an inducement to McKesson's entering into the Merger Agreement, 399 Venture Partners, Inc. ("VPI"), entered into a Voting/Support Agreement, dated as of September 22, 1997, with McKesson and Merger Sub (the "Voting/Support Agreement") pursuant to which among other matters, VPI granted to Merger Sub an irrevocable proxy to vote all of the shares of AmeriSource Common Stock owned by VPI (i) in favor of the Merger and the Merger Agreement (but not in favor of any "Material Adverse Amendment" (as defined in the Voting/Support Agreement) to the Merger Agreement), (ii) against any "Competing Transaction" (as defined in the Merger Agreement), (iii) against any action or agreement the purpose or effect of which would impede, interfere with or attempt to discourage the Merger and (iv) against any action the taking of which would constitute a breach by AmeriSource of its representations, warranties or covenants in the Merger Agreement or in the Stock Option Agreement. On all other matters, such shares may be voted by VPI in the manner determined by VPI. The Voting/Support Agreement terminates upon termination of the Merger Agreement and upon the occurrence of a Material Adverse Amendment. VPI owns approximately 28% of the outstanding shares of AmeriSource Common Stock, which ownership is comprised of 234,926 shares (approximately 1.4% of the outstanding shares) of Class A Common Stock and 6,486,147 shares (approximately 99.9% of the outstanding shares) of Class B Common 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 applicable to VPI. 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). The foregoing description of the Voting/Support Agreement is qualified in its entirety by reference to the Voting/Support Agreement which is filed as Exhibit 3 hereto and which is incorporated herein by this reference. To the best of McKesson's knowledge, no executive officer or director of McKesson or Merger Sub beneficially owns any shares of AmeriSource Common Stock, nor (except for the Merger Agreement and the transactions contemplated thereby) have any transactions in AmeriSource Common Stock been effected during the past 60 days by McKesson, Merger Sub or, to the best knowledge of McKesson, by any executive officer or director of McKesson or Merger Sub. In addition, no other person is known by McKesson to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities covered by this Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In addition to the Stock Option Agreement and the Voting/Support Agreement described herein, 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% of the outstanding Class A Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed as part of this Schedule 13D: Exhibit 1 -- Agreement and Plan of Merger, dated as of September 22, 1997, by and among McKesson Corporation, AmeriSource Health Corporation and Patriot Acquisition Corp., filed as Exhibit 99.1 to the Current Report on Form 8-K of McKesson Corporation dated September 22, 1997 and filed September 24, 1997, is incorporated herein by reference. Exhibit 2 -- Stock Option Agreement, dated as of September 22, 1997, by and between McKesson Corporation and AmeriSource Health Corporation, filed as Exhibit 99.2 to the Current Report on Form 8-K of McKesson Corporation dated September 22, 1997 and filed September 24, 1997, is incorporated herein by reference. Exhibit 3 -- Voting/Support Agreement, dated as of September 22, 1997, by and among McKesson Corporation, Patriot Acquisition Corp. and 399 Venture Partners, Inc., filed as Exhibit 99.3 to the Current Report on Form 8-K of McKesson Corporation dated September 22, 1997 and filed September 24, 1997, is incorporated herein by reference. 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. McKESSON CORPORATION By: /s/ Ivan D. Meyerson ------------------------- Name: Ivan D. Meyerson Title: Vice President and General Counsel PATRIOT ACQUISITION CORP. By: /s/ Ivan D. Meyerson ------------------------- Name: Ivan D. Meyerson Title: Executive Vice President Dated: October 2, 1997 ANNEX I Directors and Executive Officers of McKesson and Merger Sub Set forth below is the name and present principal occupation of each director and executive officer of McKesson and of Merger Sub as of September 30, 1997. The business address of each such director and executive officer is c/o McKesson Corporation, One Post Street, San Francisco, California 94104, unless otherwise indicated below. Directors of McKesson: - --------------------- Alan Seelenfreund......... Chairman of the Board, McKesson. Mark A. Pulido............ President and Chief Executive Officer, McKesson. Mary G.F. Bitterman....... President and Chief Executive Officer, KQED, Inc. 2601 Mariposa Street, San Francisco, CA 94110-1400. KQED is a public broadcasting company. Tully M. Friedman......... Chairman and Chief Executive Officer of Tully M. Friedman & Company, LLC. One Maritime Plaza, Suite 1000, San Francisco, CA 94111. Tully M. Friedman & Company, LLC is a private investment firm. John M. Pietruski......... Chairman, Texas Biotechnology Company, Chairman and Chief Executive Officer, Retired, Sterling Drug Inc. Suite 3408, 1 Penn Plaza, New York, NY 10119. Texas Biotechnology Company is a publicly held pharmaceutical research and development company. Carl E. Reichardt......... Chairman of the Board, Retired, Wells Fargo & Company. c/o Wells Fargo & Company, 420 Montgomery Street, San Francisco, CA 94104. Wells Fargo & Company is the holding company for Wells Fargo Bank, N.A. Jane E. Shaw.............. Founder, The Stable Network. 1040 Noel Drive, Suite 107, Menlo Park, CA 94025. The Stable Network is a biopharmaceutical consulting firm. Robert H. Waterman, Jr.... Chairman, The Waterman Group, Inc. 1777 Borel Place, Suite 410, San Mateo, CA 94402. The Waterman Group, Inc. is a management research and publishing firm. David S. Pottruck......... President and Chief Operating Officer, The Charles Schwab Corporation and Chief Executive Officer of Charles Schwab & Co., Inc., 1101 Montgomery Street, San Francisco, CA 94104. The Charles Schwab & Co., Inc. is a financial services company. Executive Officers of McKesson: - ------------------------------ Mark A. Pulido............ President and Chief Executive Officer William A. Armstrong...... Vice President Human Resources and Administration Michael T. Dalby.......... Vice President Strategic Planning John H. Hammergren........ Vice President and Group President, McKesson Health Systems Group Richard H. Hawkins........ Vice President and Chief Financial Officer David L. Mahoney.......... Vice President and Group President, McKesson Pharmaceutical Services and International Group Mark T. Majeske........... Vice President and Group President, McKesson Customer Operations Group Ivan D. Meyerson.......... Vice President and General Counsel Nancy A. Miller........... Vice President and Corporate Secretary Steven B. Nielsen......... Vice President Charles A. Norris......... Vice President and President, McKesson Water Products Company Alan M. Pearce............ Treasurer Carmine J. Villani........ Vice President and Chief Information Officer Heidi E. Yodowitz......... Controller Directors of Merger Sub: - ----------------------- Richard H. Hawkins........ President and Treasurer, Merger Sub, c/o Patriot Acquisition Corp., One Post Street, San Francisco, California 94104 Ivan D. Meyerson.......... Executive Vice President, Merger Sub, c/o Patriot Acquisition Corp., One Post Street, San Francisco, California 94104 Nancy A. Miller........... Vice President and Corporate Secretary, Merger Sub, c/o Patriot Acquisition Corp., One Post Street, San Francisco, California 94104 Executive Officers of Merger Sub: - -------------------------------- Richard H. Hawkins........ President and Treasurer Ivan D. Meyerson.......... Executive Vice President Nancy A. Miller........... Vice President and Secretary EXHIBIT INDEX Exhibit Description - ------- ----------------------------------------------------- 1 Agreement and Plan of Merger, dated as of September 22, 1997, by and among McKesson Corporation, AmeriSource Health Corporation and Patriot Acquisition Corp., filed as Exhibit 99.1 to the Current Report on Form 8-K of McKesson Corporation dated September 22, 1997 and filed September 24, 1997,is incorporated herein by reference. 2 Stock Option Agreement, dated as of September 22, 1997, between McKesson Corporation and AmeriSource Health Corporation, filed as Exhibit 99.2 to the Current Report on Form 8-K of McKesson Corporation dated September 22, 1997 and filed September 24, 1997, is incorporated herein by reference. 3 Voting/Support Agreement, dated as of September 22, 1997, by and among McKesson Corporation, Patriot Acquisition Corp. and 399 Venture Partners, Inc., filed as Exhibit 99.3 to the Current Report on Form 8-K of McKesson Corporation dated September 22, 1997 and filed September 24, 1997, is incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----