SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13D)
(Amendment No. 1) (1)
Under the Securities Exchange Act of 1934
D & K Healthcare Resources, Inc.
_____________________________________________________________________________
(Name of Issuer)
Common Stock $0.01 PAR VALUE
_____________________________________________________________________________
(Title of Class of Securities)
232861104
_____________________________________________________________________________
(CUSIP Number)
Ivan D. Meyerson
Executive Vice President, General Counsel and Secretary
McKesson Corporation
One Post Street
San Francisco, California 94104-5296
(415) 983-8300
_____________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Kenton J. King, Esq.
Celeste E. Greene, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, California 94301
(650) 470-4500
July 22, 2005
_________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
McKesson Corporation
94-3207296
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[ ]
(b)[ ]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
Not applicable
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of 0
Shares -------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by
Each 1,192,316
Reporting -------------------------------------------------
Person with 9. Sole Dispositive Power
0
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10. Shared Dispositive Power
1,192,316
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,192,316
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
8.4% (1)
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14. Type of Reporting Person (See Instructions)
CO
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(1) Based on 14,260,856 shares of Common Stock issued and outstanding as of
July 20, 2005, as advised to McKesson by the Issuer.
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Spirit Acquisition Corporation
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. Source of Funds (See Instructions)
Not applicable
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of 0
Shares -------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by
Each 1,192,316
Reporting -------------------------------------------------
Person with 9. Sole Dispositive Power
0
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10. Shared Dispositive Power
1,192,316
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,192,316
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
8.4% (1)
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14. Type of Reporting Person (See Instructions)
CO
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(1) Based on 14,260,856 shares of Common Stock issued and outstanding as of
July 20, 2005, as advised to McKesson by the Issuer.
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is filed
to amend and restate the statement on Schedule 13D filed on July 19, 2005 in
its entirety.
Item 1. Security and Issuer.
The class of equity security to which this Schedule 13D relates is the
common stock, $0.01 par value (the "Common Stock"), of D & K Healthcare
Resources, Inc., a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 8235 Forsyth Boulevard, St. Louis,
Missouri 63105.
Item 2. Identity and Background.
The name of the persons filing this Schedule 13D are McKesson
Corporation, a Delaware corporation ("McKesson") and Spirit Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of McKesson
("AcquisitionCo"). McKesson is a healthcare services and information technology
company that provides supply, information and care management products and
services designed to reduce costs and improve quality across the healthcare
industry. AcquisitionCo is a company formed solely to acquire all of the
outstanding shares of common stock and the associated preferred stock purchase
rights of the Issuer and has not conducted any business other than in
connection with the Merger Agreement (as defined in Item 4 below) and the Offer
(as defined in Item 4 below). The principal executive offices of each of
McKesson and AcquisitionCo are located at One Post Street, San Francisco,
California 94104. The name, citizenship, principal occupation and address of
each executive officer and director of McKesson and AcquisitionCo are set forth
in Schedule I, which is incorporated by reference herein.
During the last five years, none of the persons or entities referred
to in this Item 2 (including those persons listed on Schedule I) has been (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) a party to a civil proceeding or a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
McKesson and AcquisitionCo have entered into a stockholder support
agreement, dated July 8, 2005, with certain directors and executive officers of
the Issuer, as described in more detail below. The stockholder support
agreement was entered into in consideration of the execution and delivery of
the Merger Agreement (as defined in Item 4 below) and neither McKesson nor
AcquisitionCo paid any additional consideration in connection with the
execution and delivery of the stockholder support agreement.
Item 4. Purpose of Transaction.
On July 8, 2005, the Issuer, McKesson and AcquisitionCo entered into
an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the
Issuer will become a subsidiary of McKesson. The Merger Agreement contemplates
that AcquisitionCo will conduct a tender offer (the "Offer") for all
outstanding shares of Common Stock, including the associated preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the
"Shares") issued pursuant to the Rights Agreement dated November 12, 1998,
between the Issuer and Harris Trust and Savings Bank, of the Issuer at a price
of $14.50 in cash per Share (the "Offer Price"), without interest and less any
required withholding taxes. After consummation of the Offer, the Merger
Agreement contemplates that AcquisitionCo will merge with and into the Issuer
(the "Merger") and each Share, except for treasury shares, shares held by
McKesson or its subsidiaries and dissenting shares, will be converted into the
right to receive the same per Share consideration as is paid in the Offer
following the satisfaction or waiver of the conditions set forth in the Merger
Agreement, including completion of the Offer and obtaining any required Issuer
stockholder approval for the Merger.
In connection with the Merger Agreement, and as a condition and
inducement to McKesson's willingness to enter into the Merger Agreement,
Richard F. Ford, Harvey C. Jewett, Bryan H. Lawrence, Thomas F. Patton, Mary
Ann Van Lokeren, J. Hord Armstrong III, Martin D. Wilson, Thomas S. Hilton,
Richard A. Keffer, Ed G. Petrella, and Brian G. Landry (the "Principal
Stockholders") entered into a Stockholder Support Agreement with McKesson,
dated July 8, 2005 (the "Stockholder Support Agreement") with respect to all
Shares over which each such Principal Stockholder exercises voting or
investment power (as determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) (collectively, the "Owned Shares"). The Owned
Shares include any shares of the Issuer as to which a Principal Stockholder
acquires beneficial ownership after the execution of the Stockholder Support
Agreement.
Pursuant to the Stockholder Support Agreement, each of the Principal
Stockholders (i) agreed to tender such Principal Stockholder's Owned Shares,
excluding unexercised options and shares of restricted stock that have not
vested, into the Offer promptly following commencement of the Offer and to not
withdraw any Owned Shares so tendered unless the Offer is terminated or has
expired without AcquisitionCo purchasing all Shares validly tendered in the
Offer and (ii) irrevocably granted to, and appointed, McKesson and any designee
of McKesson, such Principal Stockholder's proxy and attorney-in-fact, for and
in the name, place and stead of such Principal Stockholder, to vote such
Principal Stockholder's Owned Shares, or to grant a consent or approval in
respect of such Principal Stockholder's Owned Shares, in connection with any
meeting of the stockholders of the Issuer or any action by written consent in
lieu of a meeting of stockholders of the Issuer. Each Principal Stockholder
affirmed that the proxy is coupled with an interest and shall be irrevocable.
Each Principal Stockholder further irrevocably and unconditionally
agreed (i) to vote or consent, or cause to be voted or consented, such
Principal Stockholder's Owned Shares in favor of the consummation of the Merger
if McKesson is unable to vote such Principal Stockholder's Owned Shares at such
meeting; (ii) to execute and deliver or cause to be executed and delivered any
written consent in favor of the Merger with respect to all of such Principal
Stockholder's Owned Shares; and (iii) with respect to such Principal
Stockholder's Owned Shares, to vote or execute and deliver any written consent
against any Acquisition Proposal (as defined in the Merger Agreement) or action
that would be impede, interfere with or prevent the Merger.
Each Principal Stockholder also agreed that he will not, without the
prior written consent of McKesson, (a) transfer, assign, sell, gift-over,
pledge or otherwise dispose of, create or suffer to exist any encumbrances on,
or consent to any of the foregoing (a "Transfer") with respect to any or all of
such Principal Stockholder's Owned Shares, (b) enter into any contract, option
or other agreement, arrangement or understanding with respect to any Transfer;
(c) grant any proxy, power-of-attorney or other authorization or consent with
respect to any of such Principal Stockholder's Owned Shares; (d) deposit any of
such Principal Stockholder's Owned Shares into a voting trust, or enter into a
voting agreement or arrangement with respect to any of such Principal
Stockholder's Owned Shares or (e) directly or indirectly take or cause the
taking of any other action that would in any way restrict, limit or interfere
with the performance of such Principal Stockholder's obligations under the
Stockholder Support Agreement or the Merger.
The Stockholder Support Agreement terminates on the earlier of (i) the
closing of the Merger and (ii) six months following the termination of the
Merger Agreement in accordance with its terms.
The purpose of the Offer is to acquire control of, and the entire
equity interest in, the Issuer. The purpose of the Merger is to acquire all
outstanding Shares not tendered and purchased pursuant to the Offer. If the
Offer is successful, AcquisitionCo intends to consummate the Merger as promptly
as practicable.
The Merger Agreement provides that after completion of the Offer,
McKesson and AcquisitionCo will be entitled to designate the number of
directors to the Issuer's Board of Directors equivalent to the percentage of
total outstanding shares accepted for payment in the Offer. The Issuer is
required under the Merger Agreement to take all actions necessary to cause such
designees to be elected or appointed to the its Board of Directors. Subject to
applicable law and applicable stock exchange regulations, the Issuer is
required to cause individuals designated by McKesson and AcquisitionCo to have
appropriate representation on each committee of the Issuer's Board of Directors
and the Board of Directors of each subsidiary of the Issuer (and each committee
thereof). The Merger Agreement further provides that at least three of the
directors of the Issuer not designated by McKesson and AcquisitionCo shall
remain a director of the Issuer until the effective time of the Merger.
Following the election or appointment of McKesson's and
AcquisitionCo's designees to the Issuer's Board of Directors and until the
Effective Time, the approval of a majority of the directors of the Issuer then
in office who were not designated by McKesson and AcquisitionCo will be
required to authorize:
o any amendment or termination of the Merger Agreement;
o any exercise or waiver of any of the Issuer's rights or remedies under
the Merger Agreement;
o any extension of the time for performance of McKesson's and
AcquisitionCo's respective obligations under the Merger Agreement;
o any action by the Issuer's Board of Directors under or in connection
with the Merger Agreement;
o any amendment to the Certificate of Incorporation or Bylaws of the
Issuer; or
o any other action by the Issuer which could adversely affect the
interests of the Issuer's stockholders (other than McKesson,
AcquisitionCo and their affiliates (other than the Issuer and its
subsidiaries)), with respect to the transactions contemplated by the
Merger Agreement.
The foregoing summaries of the Stockholder Support Agreement and the
Merger Agreement are qualified in their entirety by reference to the
Stockholder Support Agreement and Merger Agreement, filed as Exhibit 10.1 and
2.1, respectively to the Issuer's Form 8-K filed on July 13, 2005, and
incorporated herein by reference.
Except as set forth herein and as further detailed in the Merger
Agreement, McKesson and AcquisitionCo have no present plans or proposals that
would relate to or result in (i) any extraordinary corporate transaction
involving the Issuer or any of its subsidiaries (such as a merger,
reorganization, liquidation, relocation or any operations or sale or transfer
of a material amount of assets), (ii) any sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries, (iii) any change in the
Board of Directors or management of the Issuer, (iv) any material change in the
Issuer's capitalization or dividend policy, (v) any material change in the
Issuer's corporate structure or business, (vi) a class of securities of the
Issuer being delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association or (vii) a class of equity securities of the
Issuer being eligible for termination of registration pursuant to Section 12(g)
of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) and (b) For the purpose of Rule 13d-3 promulgated under the
Exchange Act, McKesson and AcquisitionCo, by reason of the execution and
delivery of the Stockholder Support Agreement, may be deemed to have shared
voting power and shared dispositive power with respect to (and therefore
beneficially own) 1,192,316 Shares, representing 8.4% of the Outstanding
Shares. In addition, McKesson, pursuant to the Stockholder Support Agreement,
has acquired the right to vote in favor of the Merger (as described in Item 4)
and, for the purposes of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended, McKesson may be deemed to beneficially own, 1,192,316
Shares, representing 8.4% of the outstanding Shares. McKesson, AcquisitionCo
and the other persons named in Item 2 disclaim beneficial ownership of such
Shares.
Except as set forth in this Schedule 13D, to the knowledge of McKesson
and AcquisitionCo, no person named in Item 2 beneficially owns any shares of
Common Stock.
(c) Except as described in this Schedule 13D, during the past 60 days
there have been no other transactions in the securities of the Issuer effected
by McKesson, AcquisitionCo or, to the knowledge of McKesson and AcquisitionCo,
the other persons named in Item 2.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Copies of the Merger Agreement and the Stockholder Support Agreement
are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to the Issuer's Form
8-K filed on July 13, 2005 and are incorporated herein by reference. The
summaries of such agreements contained in this Schedule 13D are qualified in
their entirety by reference to such agreements.
Except as described in this Schedule 13D or the Exhibits hereto, to
the knowledge of McKesson and AcquisitionCo, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
and between such persons and any other person with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any shares
of Common Stock, finder's fees, joint ventures, loans or option arrangements,
puts or calls, guarantees or profits, division of profits or loss or the giving
or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement and Plan of Merger, dated July 8, 2005, by and
among McKesson Corporation, Spirit Acquisition Corporation
and D & K Healthcare Resources, Inc. (incorporated herein by
reference to Exhibit 2.1 to the Issuer's Form 8-K, filed
July 13, 2005 (Commission File No. 000-20348)).
Exhibit 2 Stockholder Support Agreement, dated July 8, 2005, by and
among McKesson Corporation, Spirit Acquisition Corporation and
certain stockholders of D &K Healthcare Resources, Inc.
(incorporated herein by reference to Exhibit 10.1 to the
Issuer's Form 8-K, filed July 13, 2005 (Commission File No.
000-20348)).
Exhibit 3 Joint Filing Agreement, dated July 22, 2005, by and between
McKesson Corporation and Spirit Acquisition Corporation.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, complete and correct.
MCKESSON CORPORATION
By: /s/ Ivan D. Meyerson
------------------------------------------
Name: Ivan D. Meyerson
Title: Executive Vice President,
General Counsel and Corporate
Secretary
SPIRIT ACQUISITION CORPORATION
By: /s/ Nicholas A. Loiacono
---------------------------------------
Name: Nicholas A. Loiacono
Title: Vice President and Treasurer
Dated: July 22, 2005
SCHEDULE I
Directors and Executive Officers of McKesson
The following table sets forth the name and present principal
occupation of each of the executive officers and directors of McKesson. Unless
otherwise indicated, the current business address of each of these individuals
at McKesson is One Post Street, San Francisco, CA 94104, and each of these
individuals is a citizen of the United States of America.
Name and Business or Home Position with McKesson and Present
Address and Citizenship Principal Occupation or Employment
Marie L. Knowles Member of the Board of Directors, Chairman of
the Audit Committee and member of the Finance
Committee of McKesson
Member of the Board of Directors of Phelps
Dodge Corporation
Member of the Board of Trustees of Board of
Trustees of the Fidelity Funds
Jane E. Shaw Member of the Board of Directors, the Audit
Committee and Committee on Directors and
Corporate Governance of McKesson
Chairman of the Board of Directors of
Aerogen, Inc.
Member of the Board of Directors of Office
Max Incorporated
Member of the Board of Directors of Intel
Corporation
Richard F. Syron Member of the Board of Directors, Chairman of
the Committee on Directors and Corporate
Governance and member of the Compensation
Committee of McKesson
Chairman and Chief Executive Officer of
Freddie Mac
Executive Chairman and Chairman of the Board
of Directors of Thermo Electron Corporation
Member of the Board of Directors of
American Stock Exchange Inc.
Wayne A. Budd Member of the Board of Directors, the Audit
Committee and the Committee on Directors and
Corporate Governance
Senior Counsel at Goodwin Procter LLP
Senior Executive Vice President, General
Counsel and member of the Board of
Directors of John Hancock
Member of the Board of Directors of John
Hancock Life Insurance Company
Member of the Board of Directors of
Premcor, Inc.
Alton F. Irby III Member of the Board of Directors, Chairman
of the Compensation Committee and
member of the Finance Committee of McKesson
Member of the Board of Directors of
McKesson Information Solutions UK Limited
Founding partner of Tricorn Partners LLP
Chairman of ContentFilm plc
Member of the Board of Directors of
Penumbra Ltd.
Member of the Board of Directors of
Edmiston & Co.
David M. Lawrence Member of the Board of Directors and the
Compensation Committee of McKesson
Chairman Emeritus of Kaiser Foundation
Health Plan, Inc.
Chairman Emeritus of Kaiser Foundation
Hospitals
Member of the Board of Directors of Agilent
Technologies
Member of the Board of Directors of Raffles
Medical Group, Inc.
James V. Napier Member of the Board of Directors and the
Finance Committee of McKesson
Member of the Board of Directors of
Engelhard Corporation
Member of the Board of Directors of Vulcan
Materials Company
Member of the Board of Directors of
Intelligent Systems, Inc.
Member of the Board of Directors of WABTEC
Corporation
John H. Hammergren Chairman of the Board of Directors and
President and Chief Executive Officer of
McKesson
Member of the Board of Directors of Nadro,
S.A. de C.V. (Mexico)
Member of the Board of Directors of
Verispan LLC
M. Christine Jacobs Member of the Board of Directors, the
Compensation Committee and the Committee on
Directors and Corporate Governance of McKesson
President and Chief Executive Officer of
Theragenics Corporation
Robert W. Matschullat Member of the Board of Directors, Chairman of
the Finance Committee and member of the
Audit Committee of McKesson
Member of the Board of Directors of The
Clorox Company
Member of the Board of Directors of the
Walt Disney Company
Jeffrey C. Campbell Executive Vice President and Chief Financial
Officer of McKesson
Paul C. Julian Executive Vice President, Group President
of McKesson
Paul E. Kirincic Executive Vice President, Human Resources
of McKesson
Ivan D. Meyerson Executive Vice President, General Counsel and
Corporate Secretary of McKesson
Marc E. Owen Executive Vice President, Corporate Strategy
(United Kingdom) and Business Development of McKesson
Pamela J. Pure Executive Vice President of McKesson
President, McKesson Provider Technologies
Randall Spratt Executive Vice President and Chief Information
Officer of McKesson
Directors and Executive Officers of Spirit Acquisition Corporation
The following table sets forth the name and present principal
occupation of each of the executive officers and directors of Spirit
Acquisition Corporation. Unless otherwise indicated, the current business
address of each of these individuals at Spirit Acquisition Corporation is One
Post Street, San Francisco, CA 94104, and each of these individuals is a
citizen of the United States of America.
Name and Business or Home Position with Spirit Acquisition
Address and Citizenship Corporation and Present Principal
Occupation or Employment
Kristina Veaco Member of the Board of Directors, Vice
President and Secretary of Spirit
AcquisitionCorporation
Assistant General Counsel and Assistant
Secretary of McKesson Corporation
Nicholas A. Loiacono Member of the Board of Directors, Vice
President and Treasurer of Spirit
Acquisition Corporation
Vice President and Treasurer of McKesson
Corporation
Paul C. Julian President of Spirit Acquisition Corporation
Executive Vice President, Group President
of McKesson Corporation