content: <PAGE>
   
                        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
  
  
  
  Date of Report (Date of earliest event reported):   November 8, 1996
  
  
  
                               McKESSON CORPORATION
  -------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
   
   
            Delaware                  1-13252                   94-3207296
  -------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission             (I.R.S. 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)
  <PAGE>
   
  Item 2.   Acquisition or Disposition of Assets
  ----------------------------------------------
  
       On November 8, 1996, pursuant to an asset purchase agreement dated as of
  October 3, 1996, and amended by a first amendment and waiver agreement dated as
  of November 7, 1996, the Registrant consummated its acquisition of the
  healthcare distribution business of FoxMeyer Corporation ("FoxMeyer"), pursuant
  to an expedited auction process in the FoxMeyer bankruptcy proceeding in
  Wilmington, Delaware.  The Registrant paid approximately $23 million in cash to
  the debtors, paid off approximately $500 million in secured debt and assumed an
  additional $75 million in other liabilities.  The Registrant acquired assets
  consisting primarily of accounts receivable and inventories of approximately
  $650 million, customer contracts and fixed assets.  The Registrant utilized
  proceeds from commercial paper issuances and a note payable to a bank to fund
  the transaction.  The commercial paper issuances were backed by the Registrant's
  revolving credit agreements that were recently increased to provide borrowing
  availability of $500 million.
  
       As part of the transaction, the Registrant acquired real property and
  equipment used by FoxMeyer in the operation of distribution centers and a
  headquarters office building.  The Registrant is in the process of implementing
  a plan to integrate the operations of the two companies.
  
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
  ----------------------------------------------------------------------------
  
       (a)  Financial Statements
  
       As of the date of filing of this Current Report on Form 8-K, it is
  impracticable for the Registrant to provide the financial statements required by
  this Item 7(a).  In accordance with Item 7(a)(4) of Form 8-K, such financial
  statements shall be filed by amendment to this Form 8-K no later than 60 days
  after November 23, 1996.
  
       (b)  Pro Forma Financial Information
  
       As of the date of filing of this Current Report on Form 8-K, it is
  impracticable for the Registrant to provide the pro forma financial information
  required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
  financial statements shall be filed by amendment to this Form 8-K no later than
  60 days after November 23, 1996.
  
       (c)  Exhibits
  
            See Exhibit Index
  <PAGE>
   
                                    SIGNATURES
  
  
  
  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 thereunto duly authorized.
  
  
  
                                      McKESSON CORPORATION
                                      (Registrant)
  
  
  Dated:   November 22, 1996         By /s/Richard H. Hawkins
                                        ----------------------------
                                      Richard H. Hawkins
                                      Vice President and
                                      Chief Financial Officer
  
  
  
                                      By /s/Heidi E. Yodowitz
                                         ----------------------------
                                      Heidi E. Yodowitz
                                      Controller
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  
  Exhibit
  Number                                      Title
  --------       -----------------------------------------------------------------
  
    2.1          Asset Purchase Agreement dated as of October 3, 1996 by and among
                 FoxMeyer Corporation, FoxMeyer Drug Company, Health Mart, Inc.,
                 FoxMeyer Software, Inc., FoxMeyer Funding, Inc., Healthcare
                 Transportation System, Inc. and Merchandise Coordinator Services
                 Corporation as Sellers, and the Registrant, as Purchaser and
                 FoxMeyer Health Corporation
  
    2.2          First Amendment and Waiver to the Asset Purchase Agreement dated
                 as of November 7, 1996 by and among FoxMeyer Health Corporation,
                 FoxMeyer Corporation, FoxMeyer Drug Company, Healthcare
                 Transportation System, Inc., FoxMeyer Software, Inc., FoxMeyer
                 Funding, Inc., Health Mart, Inc., Merchandise Coordinator
                 Services Corporation d/b/a FoxMeyer Trading Company, and the
                 Registrant
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5729}]
metadata_filer: {"company-data": {"conformed-name": "MCKESSON CORP", "cik": "0000927653", "assigned-sic": "5122", "irs-number": "943207296", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-86536", "film-number": "96671376"}, "business-address": {"street1": "ONE POST ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4159838300"}, "former-company": {"former-conformed-name": "SP VENTURES INC", "date-changed": "19940728"}}
text: 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
  
  Date of Report (Date of earliest event reported):   November 8, 1996
  
                               McKESSON CORPORATION
  -------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
   
   
            Delaware                  1-13252                   94-3207296
  -------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission             (I.R.S. 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)
  Item 2.   Acquisition or Disposition of Assets
  ----------------------------------------------
  
       On November 8, 1996, pursuant to an asset purchase agreement dated as of
  October 3, 1996, and amended by a first amendment and waiver agreement dated as
  of November 7, 1996, the Registrant consummated its acquisition of the
  healthcare distribution business of FoxMeyer Corporation ("FoxMeyer"), pursuant
  to an expedited auction process in the FoxMeyer bankruptcy proceeding in
  Wilmington, Delaware.  The Registrant paid approximately $23 million in cash to
  the debtors, paid off approximately $500 million in secured debt and assumed an
  additional $75 million in other liabilities.  The Registrant acquired assets
  consisting primarily of accounts receivable and inventories of approximately
  $650 million, customer contracts and fixed assets.  The Registrant utilized
  proceeds from commercial paper issuances and a note payable to a bank to fund
  the transaction.  The commercial paper issuances were backed by the Registrant's
  revolving credit agreements that were recently increased to provide borrowing
  availability of $500 million.
  
       As part of the transaction, the Registrant acquired real property and
  equipment used by FoxMeyer in the operation of distribution centers and a
  headquarters office building.  The Registrant is in the process of implementing
  a plan to integrate the operations of the two companies.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
  ----------------------------------------------------------------------------
  
       (a)  Financial Statements
  
       As of the date of filing of this Current Report on Form 8-K, it is
  impracticable for the Registrant to provide the financial statements required by
  this Item 7(a).  In accordance with Item 7(a)(4) of Form 8-K, such financial
  statements shall be filed by amendment to this Form 8-K no later than 60 days
  after November 23, 1996.
  
       (b)  Pro Forma Financial Information
  
       As of the date of filing of this Current Report on Form 8-K, it is
  impracticable for the Registrant to provide the pro forma financial information
  required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
  financial statements shall be filed by amendment to this Form 8-K no later than
  60 days after November 23, 1996.
  
       (c)  Exhibits
  
            See Exhibit Index
  SIGNATURES
  
  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 thereunto duly authorized.
  
                                      McKESSON CORPORATION
                                      (Registrant)
  
  Dated:   November 22, 1996         By /s/Richard H. Hawkins
                                        ----------------------------
                                      Richard H. Hawkins
                                      Vice President and
                                      Chief Financial Officer
  
                                      By /s/Heidi E. Yodowitz
                                         ----------------------------
                                      Heidi E. Yodowitz
                                      Controller
  EXHIBIT INDEX
  
  Exhibit
  Number                                      Title
  --------       -----------------------------------------------------------------
  
    2.1          Asset Purchase Agreement dated as of October 3, 1996 by and among
                 FoxMeyer Corporation, FoxMeyer Drug Company, Health Mart, Inc.,
                 FoxMeyer Software, Inc., FoxMeyer Funding, Inc., Healthcare
                 Transportation System, Inc. and Merchandise Coordinator Services
                 Corporation as Sellers, and the Registrant, as Purchaser and
                 FoxMeyer Health Corporation
  
    2.2          First Amendment and Waiver to the Asset Purchase Agreement dated
                 as of November 7, 1996 by and among FoxMeyer Health Corporation,
                 FoxMeyer Corporation, FoxMeyer Drug Company, Healthcare
                 Transportation System, Inc., FoxMeyer Software, Inc., FoxMeyer
                 Funding, Inc., Health Mart, Inc., Merchandise Coordinator
                 Services Corporation d/b/a FoxMeyer Trading Company, and the
                 Registrant