SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 2)
D & K HEALTHCARE RESOURCES, INC.
(Name of Subject Company)

SPIRIT ACQUISITION CORPORATION
a wholly owned subsidiary of

MCKESSON CORPORATION

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

232861104
(CUSIP Number of Class of Securities)

Ivan D. Meyerson
McKesson Corporation
One Post Street
San Francisco, CA 94104-5296
Telephone: (415) 983-8300
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

Copies to:
Kenton J. King, Esq.
Celeste E. Greene, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, CA 94301
Telephone: (650) 470-4500

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$212,565,362	$25,018.94

*	The transaction valuation was calculated by adding (i) the number of all outstanding shares of common stock of D & K Healthcare Resources, Inc. (14,260,856 shares) multiplied by a purchase price of $14.50 per share and (ii) the number of options to purchase shares of common stock of D & K Healthcare Resources, Inc. with exercise prices at or below $14.50 per share (options to purchase 774,066 shares) multiplied by the difference between (A) $14.50 per share and (B) the weighted average exercise price per share ($7.03) of such options.
**	The filing fee was calculated pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended, and was determined by multiplying 0.00011770 by the sum of (i) the number of all outstanding shares of common stock of D & K Healthcare Resources, Inc. (14,260,856 shares) multiplied by a purchase price of $14.50 per share and (ii) the number of options to purchase shares of common stock of D & K Healthcare Resources, Inc. with exercise prices at or below $14.50 per share (options to purchase 774,066 shares) multiplied by the difference between (A) $14.50 per share and (B) the weighted average exercise price per share ($7.03) of such options.
þ	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid:      $25,018.94	Form or Registration No.      SC TO-T
Filing party:      McKesson Corporation and Spirit Acquisition Corporation	Date Filed:      July 22, 2005

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
þ	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

     This final Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed with the Securities and Exchange Commission on July 22, 2005 by McKesson Corporation, a Delaware corporation (“Parent”), and Spirit Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO/A filed on August 11, 2005, relating to the third party tender offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of D & K Healthcare Resources, Inc., a Delaware corporation (“D&K”), including the associated preferred stock purchase rights (the “Rights” and, together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement, dated as of November 12, 1998, between D&K and Harris Trust and Savings Bank, at a purchase price of $14.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes. The terms and conditions of the offer are described in the Offer to Purchase, dated July 22, 2005, and the related Letter of Transmittal, as amended and supplemented through the date hereof (which collectively constitute the "Offer"), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.

Item 8.

Item 8 of the Schedule TO is hereby amended and supplemented as follows:

     The Offer expired at 12:00 midnight, New York City time, on Thursday, August 18, 2005. Approximately 13,666,268 Shares (including approximately 424,785 Shares subject to guaranteed delivery), representing approximately 95.8% of the outstanding Shares were validly tendered and not withdrawn. Purchaser has accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer.

     On August 19, 2005, Parent issued a press release announcing the results of the Offer and the completion of the Offer. The full text of the press release is filed as Exhibit (a)(1)(I) hereto and is incorporated by reference herein.

Item 12.

     Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

     (a)(1)(I) Press Release issued by McKesson Corporation on August 19, 2005.

SIGNATURE

     After due 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.

Spirit Acquisition Corporation
By:	/s/	Nicholas A. Loiacono
	Name:	Nicholas A. Loiacono
	Title:	Vice President and Treasurer

McKesson Corporation
By:	/s/	Jeffrey C. Campbell
	Name:	Jeffrey C. Campbell
	Title:	Executive Vice President and Chief Financial Officer

Dated: August 19, 2005

EXHIBIT NO.                                             DOCUMENT

(a)(1)(I)            Press Release issued by McKesson Corporation on August 19, 2005.

EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

Contacts:

Investors and Financial Media
Larry Kurtz
Larry.Kurtz@McKesson.com
415-983-8418

General and Business Media
James Larkin
James.Larkin@McKesson.com
415-983-8736

McKesson Corporation Announces Completion of Tender Offer for D & K
Healthcare Resources, Inc.

SAN FRANCISCO – August 19, 2005 – McKesson Corporation (NYSE: MCK), announced today that it has completed the cash tender offer by Spirit Acquisition Corporation, its wholly-owned subsidiary, to acquire all outstanding shares of D & K Healthcare Resources, Inc. (NASDAQ: DKHR). Approximately 13,666,268 shares (including approximately 424,785 shares subject to guaranteed delivery) of D&K’s common stock, representing approximately 95.8% of D&K’s outstanding common stock, were tendered in the offer. McKesson’s wholly owned subsidiary has accepted for payment all validly tendered shares. Payments for accepted shares will be made promptly through The Bank of New York, the depositary for the offer. The offer expired yesterday at 9:00 p.m. Pacific Time.

McKesson intends to complete its acquisition of D&K through a merger that it expects to effect by the end of this month, in which all remaining shares of D&K common stock that were not validly tendered and purchased in the offer, except those for which appraisal rights under applicable law have been properly exercised, will be converted into the right to receive $14.50 net per share in cash, without interest and less any required withholding taxes. As a result of the merger, D&K will become a wholly owned subsidiary of McKesson. Following the merger, McKesson will terminate the listing of D&K’s common stock on the Nasdaq National Market.

Questions and requests for assistance may be directed to the Information Agent for the offer, Georgeson Shareholder at (212) 440-9800 (collect) or (866) 391-6922 (toll free).

About D&K

D & K Healthcare Resources, Inc. (NASDAQ: DKHR) is a full-service wholesale distributor of branded and generic pharmaceuticals and over-the-counter health and beauty aid products. Headquartered in St. Louis, Missouri, D&K primarily serves independent and regional pharmacies in the Midwest, Upper Midwest and the South from seven distribution centers. D&K also offers a number of proprietary information systems, as well as marketing and business management solutions. More information can be found at www.dkhealthcare.com.

About McKesson

McKesson Corporation (NYSE: MCK), currently ranked 15 on the Fortune 500, is a healthcare services and information technology company dedicated to helping its customers deliver high-quality healthcare by reducing costs, streamlining processes and improving the quality and safety of patient care. Over the course of its 172-year history, McKesson has grown by providing pharmaceutical and medical-surgical supply management across the spectrum of care; healthcare information technology for hospitals, physicians, homecare and payors; hospital and retail pharmacy automation; and services for manufacturers and payors designed to improve outcomes for patients. For more information, visit us at www.mckesson.com.

Risk Factors

Except for historical information contained in this press release, matters discussed may constitute “forward-looking statements”, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. These statements may be identified by their use of forward-looking terminology such as “believes”, “expects”, “anticipates”, “may”, “will”, “should”, “seeks”, “approximates”, “intends”, “plans”, “estimates” or the negative of these words or other comparable terminology. The most significant of these risks and uncertainties are described in McKesson’s Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission and include, but are not limited to: the successful consummation of the proposed acquisition, the resolution or outcome of pending shareholder litigation regarding the 1999 restatement of our historical financial statements; the changing U.S. healthcare environment, including the impact of recently approved and potential future mandated benefits; changes in private and governmental reimbursement or in the delivery systems for healthcare products and services; governmental efforts to regulate the pharmaceutical supply chain; changes in pharmaceutical and medical-surgical manufacturers’ pricing, selling, inventory, distribution or supply policies or practices; changes in customer mix; substantial defaults in payment or a material reduction in purchases by large customers; challenges in integrating and implementing the company’s software and software system products, or the slowing or deferral of demand for these products; the company’s ability to successfully identify, consummate and integrate strategic acquisitions; changes in generally accepted accounting principles (GAAP); foreign currency fluctuations; and general economic conditions. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The company assumes no obligation to update or revise any such statements, whether as a result of new information or otherwise.

Additional Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of any class of stock of D & K Healthcare Resources, Inc. On July 22, 2005, McKesson Corporation and its acquisition subsidiary, Spirit Acquisition Corporation, commenced a tender offer for all of the outstanding shares of common stock of D&K at $14.50 per share. This tender offer expired at midnight New York time on August 18, 2005. McKesson and Spirit Acquisition Corporation filed with the U.S. Securities and Exchange Commission a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal, and other related documents. Shareholders should read the offer to purchase and the tender offer statement on Schedule TO, as such documents have been amended, and related exhibits because they contain important information. Shareholders can obtain these documents free of charge from the Commission’s website at www.sec.gov or from McKesson’s website at www.mckesson.com.