-----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, OJjRKhRJqQA9cKzbnmAYQiks7Gunobs+Z1TN6NcS5Mu5kJy8SEWpGtNKljsygq1v 4ku1lnuO1QyLd+WLsenxpQ== 0000950172-97-000026.txt : 20040406 0000950172-97-000026.hdr.sgml : 20040406 19970113163200 ACCESSION NUMBER: 0000950172-97-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970113 DATE AS OF CHANGE: 19970529 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: 1934 Act SEC FILE NUMBER: 033-86536 FILM NUMBER: 97504974 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: MCKESSON HBOC INC DATE OF NAME CHANGE: 19990115 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON CORP DATE OF NAME CHANGE: 19950209 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 December 31, 1996 (Date of earliest event reported) McKesson Corporation (Exact name of Registrant as specified in its charter) Delaware 1-13252 94-3207296 (State of (Commission File No.) (IRS Employer incorporation or Identification No.) organization) One Post Street San Francisco, California (Address of principal executive offices) 94104 (zip code) (415) 983-8300 (Registrant's telephone number, including area code) Exhibit Index is on Page 5. Item 2. Acquisition or Disposition of Assets. On December 10, 1996, McKesson Corporation ("McKesson"), the holder of approximately 54% of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Armor All Products Corporation, a Delaware corporation ("Armor All"), filed a Form 8-K under the Securities Exchange Act of 1934 disclosing McKesson's plans to dispose of the Shares (the "December 10 Form 8-K") by tendering the Shares into a tender offer (the "Offer") commenced by Shield Acquisition Corporation, a wholly owned subsidiary of The Clorox Company (the "Purchaser"). A copy of the December 10 Form 8-K is filed as Exhibit 99.1 and is incorporated herein by reference. On December 30, 1996 McKesson tendered its Shares pursuant to the transactions described in the December 10 Form 8-K. The Offer by the Purchaser for all outstanding Shares 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 approximately 419,202 Shares subject to guarantee of delivery and all of the 11,624,900 Shares held by McKesson) were validly tendered and not properly withdrawn pursuant to the Offer. On December 31, 1996, the Purchaser directed the Depositary to accept for payment all Shares, including the Shares tendered by McKesson, validly tendered as of the expiration date of the Offer representing approximately 98.8% of the outstanding Shares. A copy of a joint press release issued by Armor All and The Clorox Company is filed as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements None. (b) Pro Forma Financial Information None. (c) Exhibits 99.1 Form 8-K under the Exchange Act of 1934 filed by McKesson Corporation on December 10, 1996. 99.2 Press Release issued by The Clorox Company and Armor All Products Corporation on December 31, 1996. 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, thereto duly authorized. McKESSON CORPORATION By: /s/ Nancy A. Miller Name: Nancy A. Miller Title: Vice President and Secretary Date: January 13, 1997 EXHIBIT INDEX Exhibit Description Page 99.1 Form 8-K under the Securities Act of 1934, filed by N/A McKesson Corporation on December 10, 1996.* 99.2 Press Release issued by The Clorox Company and N/A Armor All Products Corporation on December 31, 1996.** - - -------- * Incorporated by reference from Form 8-K of the Securities Exchange Act of 1934 filed by McKesson Corporation on December 10, 1996. ** 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-----