-----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, A+pORDtFz5rQe6vJ+wQZM3dJVspJw3gHSIzK9va/Rgp0WjoEfAGijI8dv6Im+zS1 NAMIBeFjCFGKwNXiGxNb7w== 0000929624-99-000041.txt : 19990115 0000929624-99-000041.hdr.sgml : 19990115 ACCESSION NUMBER: 0000929624-99-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990112 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990114 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13252 FILM NUMBER: 99505966 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 8-K 1 FORM 8-K 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 January 14, 1999 - -------------------------------------------------------------------------------- (Date of report) January 12, 1999 - -------------------------------------------------------------------------------- (Date of earliest event reported) McKESSON HBOC, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-13252 94-3207296 - -------------------------------------------------------------------------------- (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) McKesson Plaza One Post Street San Francisco, California 94104 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (415) 983-8300 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) McKesson Corporation - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS (a) On January 12, 1999, McKesson HBOC, Inc. ("McKesson" which term shall include references to its predecessor, McKesson Corporation, as appropriate) consummated its acquisition of HBO & Company ("HBOC"). The transaction was closed pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated October 17, 1998, as amended, by and among McKesson Corporation, McKesson Merger Sub, Inc. ("Merger Sub), and HBOC. As a result of the transaction, HBOC became a wholly owned subsidiary of McKesson. The purchase price consisted of the issuance of approximately 177.2 million shares of McKesson common stock valued at approximately $15.1 billion in exchange for all the outstanding common stock of HBOC as of the date of consummation based on an exchange ratio equal to 0.37 shares of McKesson common stock for each share of HBOC common stock acquired. In addition, approximately 10.6 million shares were reserved for issuance, valued at approximately $903.1 million, in connection with the assumption of HBOC's outstanding options, warrants and employee stock purchase plans pursuant to the Merger Agreement. The basic terms of the Merger Agreement, the method used for determining the amount of consideration paid by McKesson and the relationships between McKesson and HBOC and their respective directors and executive officers were described in the joint proxy statement/prospectus dated November 27, 1998 filed in connection with McKesson's Registration Statement on Form S-4 (No. 333- 67299), which is incorporated herein by reference. HBOC's assets consist of cash, receivables, inventory, property and equipment, and other tangible and intangible assets. The approval of the Merger Agreement and the transactions associated with it by the stockholders of each of McKesson and HBOC and the consummation of the merger of Merger Sub with and into HBOC (the "Merger") was announced in a press release of McKesson dated January 12, 1999, a copy of which is filed as an exhibit hereto. (b) The acquisition by McKesson of shares of HBOC common stock pursuant to the Merger Agreement is deemed the indirect acquisition of the assets of HBOC represented thereby, including HBOC's equipment and other physical property. HBOC utilizes such assets in the conduct of its business as a leader in providing software solutions, technological innovation and comprehensive services to the healthcare industry. McKesson will continue to utilize such assets in the conduct of its business as the world's largest healthcare services company. ITEM 5. OTHER EVENTS. On January 12, 1999, McKesson took a number of actions required pursuant to the terms of the Merger Agreement. In particular, the Restated Certificate of Incorporation of McKesson was amended to change the name of McKesson Corporation to McKesson HBOC, Inc. A copy of the Certificate of Amendment to the Restated Certificate of Incorporation is filed as an exhibit hereto. In addition, the Board of Directors of McKesson adopted resolutions by unanimous written consent that, among other things, amended the By-laws of McKesson as required pursuant to the terms of the Merger Agreement. A copy of the Amendment to the By-laws is filed as an exhibit hereto. Further, prior to the effective time of the Merger, each of Mary G. F. Bitterman, John M. Pietruski, David S. Pottruck and Robert H. Waterman, Jr. resigned as a Director of McKesson, and Alan Seelenfreund resigned as Chairman of the Board of Directors of McKesson. As of the effective time of the Merger, Alfred C. Eckert III and Gerald E. Mayo were elected to serve as a Director of McKesson until the annual meeting of stockholders for 1999; James V. Napier and Alton F. Irby III were elected to serve as a Director of McKesson until the 2000 annual meeting; and Charles W. McCall was elected to serve as a Director of McKesson until the 2001 annual meeting. Mr. McCall was also elected to serve as Chairman of the Board of Directors of McKesson, and certain changes were made to the Committees of the Board of McKesson and certain additional officers were appointed, as further described in a press release of McKesson dated January 13, 1999, a copy of which is filed as an exhibit hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired The financial statements required to be filed were previously reported in McKesson's Registration Statement on Form S-4 dated November 13, 1998, as amended by Amendment No. 1 thereto dated November 27, 1998 (No. 333-67299), which is incorporated herein by reference. (b) Pro Forma Financial Information The unaudited combined condensed pro forma financial statements of McKesson and HBOC were previously reported in McKesson's Registration Statement on Form S-4 dated November 13, 1998, as amended by Amendment No. 1 thereto dated November 27, 1998 (No. 333-67299), which is incorporated herein by reference. (c) Exhibits 2.1 Second Amendment Agreement to that certain Agreement and Plan of Merger dated October 17, 1998, as amended by an Amendment Agreement dated as of November 9, 1998 3.1 Certificate of Amendment of Restated Certificate of Incorporation of McKesson Corporation (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 of McKesson HBOC, Inc. (File No. 333-70501) filed on January 12, 1999) 3.2 Amendments to By-laws of McKesson HBOC, Inc. 99.1 Press Release issued by McKesson HBOC, Inc. on January 12, 1999 99.2 Press Release issued by McKesson HBOC, Inc. on January 13, 1999 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. Date: January 14, 1999 McKESSON CORPORATION By: /s/ Nancy A. Miller ------------------------------------- Name: Nancy A. Miller Title: Senior Vice President and Secretary 2 EXHIBIT INDEX EXHIBIT NO. TITLE - ------- -------------------------------------------------------------------- 2.1 Second Amendment Agreement to that certain Agreement and Plan of Merger dated October 17, 1998, as amended by an Amendment Agreement dated as of November 9, 1998. 3.1 Certificate of Amendment of Restated Certificate of Incorporation of McKesson Corporation (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 of McKesson HBOC, Inc. (File No. 333-70501) filed on January 12, 1999.) 3.2 Amendments to By-laws of McKesson HBOC, Inc. 99.1 Press Release issued by McKesson Corporation on January 12, 1999. 99.2 Press Release issued by McKesson HBOC, Inc. on January 13, 1999. EX-2.1 2 SECOND AMENDMENT AGREEMENT EXHIBIT 2.1 SECOND AMENDMENT AGREEMENT -------------------------- THIS SECOND AMENDMENT AGREEMENT dated as of January 12, 1999, among McKESSON CORPORATION, a Delaware corporation ("McKesson"), HBO & COMPANY, a Delaware corporation ("HBO"), and McKESSON MERGER SUB, INC. ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of McKesson. WITNESSETH: WHEREAS, McKesson, HBOC and Merger Sub have entered into that certain Agreement and Plan of Merger dated as of October 17, 1998, as amended by an Amendment Agreement dated as of November 9, 1998 (the "Merger Agreement"); and WHEREAS, the parties hereto desire to amend further the Merger Agreement as set forth herein; NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties agree as follows: 1. The last paragraph of Exhibit D to the Merger Agreement entitled --------- "Surviving Corporation Directors" is hereby amended to read as follows: "Surviving Corporation Directors Charles W. McCall Mark A. Pulido Alfred C. Eckert, III Phillip A. Incarnati Alton F. Irby, III M. Christine Jacobs Gerald E. Mayo James V. Napier Donald C. Wegmiller" 2. Except as expressly provided in this Amendment Agreement, all of the terms and conditions of the Merger Agreement shall remain in full force and effect and not be altered or amended hereby. 3. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. 4. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. IN WITNESS WHEREOF, HBO, McKesson and Merger Sub have caused this Amendment Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. HBO & COMPANY By: /s/ Jay M. Lapine ------------------------------------- Name: Jay M. Lapine ------------------------------- Title: Sr. Vice President and ------------------------------- General Counsel and Secretary ------------------------------- McKESSON CORPORATION By: /s/ Ivan D. Meyerson ------------------------------------- Name: Ivan D. Meyerson ------------------------------- Title: Vice President ------------------------------- McKESSON MERGER SUB, INC. By: /s/ Nancy A. Miller ------------------------------------- Name: Nancy A. Miller ------------------------------- Title: Vice President & Secretary ------------------------------- 2 EX-3.2 3 AMENDMENTS TO BY-LAWS OF MCKESSON CORPORATION EXHIBIT 3.2 AMENDMENTS TO BY-LAWS OF McKESSON HBOC, INC. Article IV, Section 2 of the By-laws of McKesson HBOC, Inc. was amended by adding the following sentence at the end of such Section: "Notwithstanding anything in these By-laws to the contrary, for a period of one year following January 12, 1999, the requisite vote or approval of the Board of Directors necessary to terminate or replace, or fill a vacancy in respect of, Charles W. McCall as Chairman of the Board or Mark A. Pulido as President and Chief Executive Officer shall be no less than seventy-five percent (75%) of the members of the Board of Directors." The second sentence of Article III, Section 2 of the By-laws of McKesson HBOC, Inc. was amended to provide as follows: "Until these By-laws are further amended, the number of Directors of this Corporation shall be ten (10)." EX-99.1 4 PRESS RELEASE ISSUED BY MCKESSON HBOC, INC. ON 1/12/1999 EXHIBIT 99.1 Contacts: McKesson Media Larry Kurtz Vice President, Corporate Communications 415-983-8418 or Investors Janet Bley Vice President, Investor Relations 415-983-9357 McKESSON AND HBOC OBTAIN STOCKHOLDER APPROVALS AND COMPLETE MERGER SAN FRANCISCO, January 12, 1999 -- McKesson Corporation (NYSE:MCK) and HBO & Company (NASDAQ:HBOC) announced that, at separate meetings today, their respective stockholders each voted to approve the merger of a wholly owned subsidiary of McKesson with and into HBO & Company and other related matters. HBOC stockholders approved the pending merger by a favorable vote of approximately 96 percent of the shares voted. McKesson stockholders also approved the pending merger by a favorable vote of approximately 95 percent of the shares voted. The two companies completed their merger today and will begin operations as Mckesson HBOC, Inc., tomorrow. Common shares of McKesson HBOC, Inc., will continue to trade on the New York Stock Exchange under the symbol "MCK." McKesson HBOC, Inc., a Fortune 100 Corporation, is the world's largest healthcare services company. McKessonHBOC provides pharmaceutical supply management and information technologies across the entire continuum of healthcare, including market-leading businesses in pharmaceutical and medical- surgical distribution, information technology for healthcare providers, services for payors and outsourcing. # # # EX-99.2 5 PRESS RELEASE ISSUED BY MCKESSON HBOC, INC. ON 1/13/1999 EXHIBIT 99.2 Contacts: Media Larry Kurtz Vice President, Corporate Communications 415-983-8418 Or Investors Janet Bley Vice President, Investor Relations 415-983-9357 McKESSON HBOC, INC. BEGINS OPERATIONS AS THE WORLD'S LARGEST HEALTHCARE SERVICES COMPANY SAN FRANCISCO, January 13, 1999 -- McKesson HBOC, Inc. (McKessonHBOC) (NYSE:MCK), the world's largest healthcare services company, began operations today. McKessonHBOC provides pharmaceutical supply management and information technologies across the entire continuum of healthcare, including market- leading businesses in pharmaceutical and medical-surgical distribution, information technology for healthcare providers, services for payors and outsourcing. McKessonHBOC serves approximately 5,000 hospitals, 25,000 retail pharmacies, 200,000 physicians, 10,000 long-term care sites, 750 home care agencies, 600 healthcare payors, 450 pharmaceutical manufactures and 2,000 medical-surgical manufacturers. While more than 95 percent of the company's revenues come from the U.S. healthcare market, McKessonHBOC also has customers in 10 other countries. "McKessonHBOC has a proven track record for providing information-based solutions that reduce costs and improve quality for our customers across the full continuum of healthcare," said Mark A. Pulido, president and chief executive officer. "We are dedicated to improving healthcare performance by delivering the right products and information to the right place at the right time to advance the success of our customers as they restructure healthcare delivery." "McKesson HBOC, Inc. is the leader in fast-growing healthcare segments, with favorable dynamics driving growth in each of our markets. McKessonHBOC pharmaceutical sales are growing in excess of 15 percent per year and healthcare information technology revenues are increasing at a rate of more than 25 percent per year." McKessonHBOC Begins Operations Page Two "By coordinating our product and service offerings, we can reduce steps in the healthcare delivery process," Pulido continued. "As a result, we anticipate acceleration of our historically strong growth to create further value for our shareholders. And, we will continue an aggressive acquisition program to capitalize on supply management and healthcare technology opportunities." Four HBOC executives have joined McKesson's existing corporate officers on the new McKessonHBOC Executive Operating Committee: -- Charles W. McCall, chairman of the McKessonHBOC Board of Directors, formerly HBO & Company (HBOC) chairman and chief executive officer. -- Albert J. Bergonzi, group president, Healthcare Information Technology, reporting to Pulido. Bergonzi was formerly HBOC president and chief operating officer. -- David A. Schenk, in the new position of senior vice president, Affiliation Team, reporting to Pulido. Schenk will lead a dedicated team selected from McKessonHBOC operating and functional units to identify and fully capitalize on opportunities to accelerate revenue growth through cross-selling, leveraging customer relationships, enhancing existing products and creating new products. Schenk, who joined HBOC in 1982, had been senior vice president, Enterprise Services, with responsibility for HBOC's Enterprise Services as well as the services functions of the Charlotte Product Group and CyCare Business Group. He also led all enterprise project management efforts. -- E. Christine Rumsey, senior vice president, Human Resources and Administration, also reporting to Pulido. Rumsey, who had been senior vice president for Human Resources for HBOC, replaces William A. Armstrong, who is retiring after 26 years with McKesson. She joined HBOC in 1981. "The newly formed McKessonHBOC Affiliation Team has a goal to identify two to three major projects that will deliver significant incremental pre-tax income each year," concluded Pulido. "They have a target of pre-tax synergies in excess of $75 million in fiscal year 2000 from a combination of cost savings and cross-selling initiatives, and a target of $125 million in the following fiscal year." McKessonHBOC Begins Operations Page Three In addition to McCall and Pulido, the McKessonHBOC Board of Directors includes: -- Alfred C. Eckert III, president, Greenwich Street Capital Partners, Inc., -- Tully M. Friedman, chairman and chief executive officer, Friedman Fleischer & Lowe, LLC, -- Alton F. Irby III, chief executive, Hawkpoint Partners Limited, -- Gerald E. Mayo, chairman, Midland Financial Services, Inc., -- James V. Napier, chairman of the board, Scientific-Atlanta, Inc., -- Carl E. Reichardt, chairman and chief executive officer, retired, Wells Fargo & Company, -- Alan Seelenfreund, chairman and chief executive officer, retired, McKesson Corporation, and -- Jane E. Shaw, chairman of the board and chief executive officer, AeroGen, Inc. The merger of McKesson and HBOC to form McKessonHBOC will be accounted for as a pooling of interests. McKessonHBOC will have a fiscal year end of March 31. The quarter ending March 31, 1999, will be the company's first quarter of combined financial results and will include a charge for merger-related costs. For the quarter ended December 31, 1998, McKessonHBOC will report separate financial results for McKesson and HBOC respectively on January 25, 1999, at 4:30 PM EST. McKesson HBOC, Inc., a Fortune 100 Corporation, is the world's largest healthcare services company. McKessonHBOC provides pharmaceutical supply management and information technologies across the entire continuum of healthcare, including market-leading businesses in pharmaceutical and medical- surgical distribution, information technology for healthcare providers, services for payors and outsourcing. For the twelve months ended September 30, 1998, McKessonHBOC would have had pro-forma combined revenues of approximately $21 billion. The company has customers in the United States and 10 other countries, employs approximately 25,000 people and has approximately 263.5 million common shares outstanding and approximately 290 million fully diluted shares on a pro- forma basis for the quarter ended December 31, 1998. More information about McKessonHBOC is available on the World Wide Web at: http://www.mckhboc.com. McKessonHBOC Begins Operations Page Four Except for the historical information contained herein, the matters discussed in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These statements may be identified by their use of forward-looking terminology such as "believes," "expects," "may," "should," "intends," "plans," "estimates," "anticipates" and similar words. Risks and uncertainties include the speed of integration of acquired businesses, impact of continued competitive pressures, success of strategic initiatives, implementation of new technologies, continued industry consolidation, changes in customer mix, changes in pharmaceutical manufacturers' pricing and distribution policy, the changing U.S. healthcare environment and other factors discussed from time to time in reports filed by McKesson HBOC, Inc. with the Securities and Exchange Commission. The company assumes no obligation to update information contained in this press release. ### -----END PRIVACY-ENHANCED MESSAGE-----