-----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, FVyvMG/9iUW2C68yrwJvEmeNTqOtOpMkwRlAVnFaeW8qrSiaRVNFLX9J32Ezigej yfg5OPT1OTN7WZXfYBk3qQ== 0000895345-98-000450.txt : 19980813 0000895345-98-000450.hdr.sgml : 19980813 ACCESSION NUMBER: 0000895345-98-000450 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980812 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCE HEALTH CORP CENTRAL INDEX KEY: 0000731269 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 232353106 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36616 FILM NUMBER: 98683901 BUSINESS ADDRESS: STREET 1: P O 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: AMERISOURCE CORP DATE OF NAME CHANGE: 19950118 FORMER COMPANY: FORMER CONFORMED NAME: ALCO HEALTH SERVICES CORP DATE OF NAME CHANGE: 19920703 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/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 - Final)* 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 - -------------------------------------------------------------------------------- August 7, 1998 --------------------------------------------- (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 [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 03071P02 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Patriot Acquisition Corp. and McKesson Corporation 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 OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares 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 (final) amends and supplements the statement on Schedule 13D, as amended (the "Schedule 13D") filed by McKesson Corporation and Patriot Acquisition Corp. (the "Filing Persons"), relating to the Class A Common Stock, par value $.01 per share and the Class B Common Stock, par value $.01 per share, of AmeriSource Health Corporation (the "Company"). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings given to them in the Schedule 13D. ITEM 4. Item 4 of the Schedule 13D, "Purpose of Transaction," is hereby amended by adding the following paragraph: Pursuant to the letter (the "Termination Letter"), dated August 7, 1998, a copy of which is attached as an exhibit hereto, the Merger Agreement has been terminated. As a result thereof, the following agreements also have terminated: (i) the Stock Option Agreement, (ii) the Voting/Support Agreement, dated as of September 22, 1997, among McKesson, Merger Sub and VPI, (iii) the Voting/Support Agreement, dated as of October 27, 1997, among McKesson, Merger Sub and R. David Yost, (iv) the Voting/Support Agreement, dated as of October 27, 1997, among McKesson, Merger Sub and David M. Flowers, and (v) the Voting/Support Agreement, dated as of October 27, 1997, among McKesson, Merger Sub and Kurt J. Hilzinger (collectively, the "Ancillary Agreements"). ITEM 5. Item 5 of the Schedule 13D, "Interest in Securities of the Issuer," is hereby amended by adding the following paragraph: Pursuant to the Termination Letter, the Merger Agreement was terminated and as a result thereof, the Ancillary Agreements have terminated. Therefore, the Filing Persons no longer have beneficial ownership of any shares of AmeriSource Common Stock. ITEM 6. Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer," is hereby amended by adding the following paragraph: Pursuant to the Termination Letter, the Merger Agreement was terminated and as a result thereof, the Ancillary Agreements have terminated. ITEM 7. Item 7 of the Schedule 13D, "Materials to be Filed as Exhibits," is hereby amended by adding the following paragraph: "Exhibit 7 - Letter, dated August 7, 1998, from the Company to McKesson Corporation. After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 12, 1998 McKESSON CORPORATION By: /s/ Nancy A. Miller -------------------------------------- Name: Nancy A. Miller Title: Vice President and Secretary PATRIOT ACQUISITION CORP. By: /s/ Nancy A. Miller -------------------------------------- Name: Nancy A. Miller Title: Vice President and Secretary EX-7 2 [AmeriSource Letterhead] August 7, 1998 Via Telecopier (415) 983-8826 McKesson Corporation One Post Street San Francisco, CA 94104 Attention: Ivan D. Meyerson, Esq. Reference is hereby made to that certain Agreement and Plan of Merger by and among McKesson Corporation, Patriot Acquisition Corp. and AmeriSource Health Corporation ("AmeriSource"), as amended (the "Merger Agreement"). Capitalized terms used in this letter that are not otherwise defined shall have the meanings ascribed to them in the Merger Agreement. We are hereby notifying you that AmeriSource hereby exercises its right to terminate the Merger Agreement pursuant to Section 7.1(c) of the Merger Agreement. Very truly yours, AMERISOURCE HEALTH CORPORATION By: /s/ Robert David Yost ------------------------------ Name: Title: cc: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Stephen Fraidin, P.C. CRAIG GODSHALL, ESQ. (VIA TELECOPIER) -----END PRIVACY-ENHANCED MESSAGE-----