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- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) ---------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 6 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 and 5 thereto dated July 27, 1994, August 10, 1994, September 7, 1994, September 21, 1994 and October 11, 1994, respectively (collectively, the "Schedule 14D-1"). The purpose of this Amendment No. 6 is to amend and supplement Items 10 and 11 of the Schedule 14D-1 as described below. ITEM 10. ADDITIONAL INFORMATION TO BE FURNISHED. Reference is made to the press releases issued by Parent on October 11 and 13, 1994, copies of which are filed as Exhibits (a)(22) and (a)(24) to the Schedule 14D-1 and are incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(24) --Form of press release issued by Parent on October 13, 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: October 13, 1994 2
EXHIBIT (A)(24) October 13, 1994 For Release Immediately Refer to (317) 276-3655 LILLY EXTENDS HART-SCOTT-RODINO WAITING PERIOD FOR MCKESSON TENDER OFFER Eli Lilly and Company announced today that it has agreed to extend the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) in connection with its tender offer for McKesson Corporation until Thursday, October 27, 1994. The waiting period was originally scheduled to expire today, October 13, 1994. Because of the complexity of the transaction, additional time is needed to complete the ongoing discussions taking place between Lilly and the Federal Trade Commission (FTC). The FTC has advised Lilly that its submission in response to the FTC's second request for information under the HSR Act is in compliance with the request. It is possible that Lilly could agree to a further extension of the waiting period. For this reason, as well as to permit McKesson time to complete the previously announced distribution of stock of a newly formed McKesson corporation to its stockholders, it will be necessary to further extend its offer to purchase the common stock of McKesson, which is currently scheduled to expire on Monday, October 24, 1994.