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): January 24, 2002 McKESSON CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-13252 94-3207296 ---------------------------- ------------------------ -------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) McKesson Plaza One Post Street San Francisco, CA 94104 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (415) 983-8300 -------------------------------------------------- Registrant's telephone number, including area code Item 5. Other Events McKesson Corporation is issuing and selling $400 million aggregate principal amount of 7 3/4% Notes due 2012 pursuant to its Registration Statement on Form S-3 filed with the Securities and Exchange Commission on April 24, 1998 (File Nos. 333-50985, 333-50985-01, 333-50985-02 and 333-50985-03), as supplemented by a Prospectus Supplement thereto dated January 24, 2002. The closing of the sale is scheduled to occur on January 29, 2002. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 1.1 Underwriting Agreement, dated as of January 24, 2002, by and among McKesson Corporation and J.P. Morgan Securities Inc. and Banc of America Securities LLC (as Representatives of the several Underwriters listed on Schedule II thereto). 4.1 Form of Indenture between McKesson Corporation and The Bank of New York, as Trustee. 4.2 Form of 7 3/4% Note due 2012. 25.1 Form T-1 - Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York, as trustee under the Indenture (Debt Securities).* *Incorporated by reference as filed with Securities and Exchange Commission on November 8, 2001. 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 hereunto duly authorized. McKESSON CORPORATION Date: January 28, 2002 By: /s/ Willaim R. Graber --------------------------------- Name: William R. Graber Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement, dated as of January 24, 2002, by and among McKesson Corporation and J.P. Morgan Securities Inc. and Banc of America Securities LLC (as Representatives of the several Underwriters listed on Schedule II thereto). 4.1 Form of Indenture between McKesson Corporation and The Bank of New York, as Trustee. 4.2 Form of 7 3/4% Note due 2012. 25.1 Form T-1 - Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York, as trustee under the Indenture (Debt Securities).* *Incorporated by reference as filed with Securities and Exchange Commission on November 8, 2001.