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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 13)
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MCKESSON CORPORATION
(NAME OF SUBJECT COMPANY)
ECO ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
ELI LILLY AND COMPANY
(BIDDERS)
COMMON STOCK, $2.00 PAR VALUE PER SHARE 581556 10 7
(INCLUDING THE ASSOCIATED RIGHTS) (CUSIP NUMBER OF CLASS OF SECURITIES)
(TITLE OF CLASS OF SECURITIES)
J.B. KING, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
ELI LILLY AND COMPANY
LILLY CORPORATE CENTER
INDIANAPOLIS, INDIANA 46285
(317) 276-2000
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
WITH A COPY TO:
BERNARD E. KURY, ESQ.
DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 259-7400
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OMB APPROVED
OMB 3235-0102
EXPIRES
CUSIP NO. 581556 10 7 14D-1 PAGE OF PAGES
1 NAME OF REPORTING PERSON: ELI LILLY AND COMPANY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 35-0470950
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
WC, BK, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f)
[_]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Indiana
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,640,622
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.9%
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10 TYPE OF REPORTING PERSON
CO
OMB APPROVED
OMB 3235-0102
EXPIRES
CUSIP NO. 581556 10 7 14D-1 PAGE OF PAGES
1 NAME OF REPORTING PERSON: ECO ACQUISITION CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 35-1931939
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f)
[_]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,640,622
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.9%
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10 TYPE OF REPORTING PERSON
CO
This Amendment No. 13 to the Schedule 14D-1 relates to a tender offer by ECO
Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of Eli Lilly and Company, an Indiana corporation ("Parent"),
to purchase all outstanding shares of common stock, par value $2.00 per share
and the associated Rights (as defined in the Offer to Purchase) (collectively,
the "Shares"), of McKesson Corporation (the "Company"), a Delaware corporation,
at a purchase price of $76.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated July 15, 1994 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"), copies of which
were attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-
1 filed with the Securities and Exchange Commission on July 15, 1994 as amended
by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 thereto dated July
27, 1994, August 10, 1994, September 7, 1994, September 21, 1994, October 11,
1994, October 13, 1994, October 14, 1994, October 24, 1994, October 26, 1994,
November 4, 1994, November 7, 1994 and November 10, 1994, respectively
(collectively, the "Schedule 14D-1"). The purpose of this Amendment No. 13 is
to amend and supplement Items 6, 10 and 11 of the Schedule 14D-1 as described
below. Pursuant to Instruction F of Schedule 14D-1, this statement is submitted
in satisfaction of the reporting obligation of Purchaser under Section 13(d) of
the Securities Exchange Act of 1934, as amended.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
At 5:00 p.m., New York City Time, on November 21, 1994, the Offer expired.
Based on information provided by the Depositary, a total of 42,640,622 Shares
(or approximately 94.9% of the Shares outstanding) were validly tendered and
not withdrawn pursuant to the Offer, including 2,933,458 Shares (approximately
6.5% of the Shares outstanding) tendered pursuant to notices of guaranteed
delivery. The Purchaser has accepted for payment all such Shares at the
purchase price of $76.00 per Share in cash.
Pursuant to the Agreement and Plan of Merger, dated July 10, 1994, as
amended, by and among the Purchaser, Parent and the Company (the "Merger
Agreement"), Parent intends to effect a merger of the Purchaser with and into
the Company (the "Merger") pursuant to Section 253 of the Delaware General
Corporation Law as soon as practicable. Upon the consummation of the Merger,
each outstanding Share (other than Shares acquired by the Purchaser in the
Offer, Shares owned by a subsidiary of the Company and Shares as to which
appraisal rights are perfected) will be converted into the right to receive
$76.00 in cash. Prior to the expiration of the Offer, the Company completed a
spin-off to its stockholders of record on November 19 of the common stock of a
newly created corporation that held all of the Company's businesses and
subsidiaries other than its pharmaceutical benefits management business (the
"Retained Business"). Accordingly, upon consummation of the Offer and the
Merger, the Company, then consisting solely of the Retained Business, will
become a wholly-owned subsidiary of Parent.
ITEM 10. ADDITIONAL INFORMATION TO BE FURNISHED.
Reference is made to the press release issued by Parent on November 22, 1994,
the form of which is filed as Exhibit (a)(40) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(40) Form of press release issued by Parent on November 22,
1994.
1
SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF THE
UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.
Eli Lilly and Company
/s/ James M. Cornelius
By: _________________________________
Name: James M. Cornelius
Title: Vice President, Finance
and
Chief Financial Officer
ECO Acquisition Corporation
/s/ Charles E. Schalliol
By: _________________________________
Name: Charles E. Schalliol
Title: President
Dated: November 22, 1994
2
EXHIBIT 99(a)(40)
November 22, 1994
(317) 276-3655
LILLY ACQUIRES MCKESSON'S PCS UNIT
Eli Lilly and Company announced today that it has acquired McKesson
Corporation's subsidiary PCS Health Systems, Inc. pursuant to Lilly's tender
offer for McKesson common stock following the distribution by McKesson of its
non-PCS businesses. Plans for the acquisition were initially announced on July
11, 1994, and an agreement was reached with the Federal Trade Commission (FTC)
on November 4, 1994.
"PCS and Lilly represent the ideal marriage to meet the demands of the
rapidly changing and increasingly competitive health care marketplace," said
Randall L. Tobias, Lilly chairman and chief executive officer. "PCS and Lilly
share a vision of the creation of an information-based system to help lower
overall health care costs while increasing the quality of care. By combining,
the two companies can move forward to fulfill that vision. Together, Lilly and
PCS will develop new products and services to benefit virtually every element
of the health care delivery chain."
"To meet our long-term shared vision, PCS will continue to provide customers
with clinically sound and cost-effective options for the choice and utilization
of drugs," said Steve Geringer, president of PCS. "In addition, we will bring
to the marketplace disease-state-management programs that are at the core of
the PCS/Lilly vision. Given our technology, our information, and our focus on
total health management, we can improve the quality of care while, at the same
time, reducing overall medical costs. Our services will become more accessible
and affordable making consumers the biggest winners from this transaction."
PCS, headquartered in Scottsdale, Arizona, is the largest and fastest growing
managed-pharmaceutical- care company in the United States. PCS provides a
variety of programs and services ranging from formulary administration and
claims processing to fully capitated programs for more than 50 million people
and 1,300 health plan sponsors.
Lilly is a global research-based pharmaceutical corporation headquartered in
Indianapolis, Indiana, that is working with its customers worldwide to help
ensure that diseases are prevented, managed, and cured with maximum benefit and
minimum cost to patients and society. The company focuses its research efforts
on five disease categories: central-nervous-system and related diseases;
endocrine diseases, including diabetes and osteoporosis; infectious diseases;
cancer; and cardiovascular diseases.
Lilly's tender offer for McKesson common stock expired at 5:00 p.m., New York
City time, on November 21, 1994. A total of 42,640,622 shares of McKesson
common stock (or 94.9 percent of the shares outstanding) were validly tendered
and not withdrawn pursuant to Lilly's offer, including 2,933,458 shares (6.5
percent of the shares outstanding) tendered pursuant to notices of guaranteed
delivery. Lilly has accepted these shares for payment at the purchase price of
$76.00 per share in cash. In addition, immediately prior to the consummation of
the tender offer, McKesson distributed one share of common stock of a new
McKesson corporation for each share then outstanding. The new corporation owns
all of the businesses formerly owned by McKesson other than the business of
PCS. The shares of McKesson that were not tendered (other than certain shares
held by a subsidiary of McKesson and shares as to which dissenters' rights are
asserted) will be converted into the right to receive $76.00 per share in cash
upon the consummation of a merger of a Lilly subsidiary into McKesson that is
expected to occur later this month.
