What is the main reason for this 8-K filing?

The primary reason for this 8-K filing is to inform investors that McKesson HBOC, Inc. has initiated a lawsuit against former HBO & Company (HBOC) shareholders. This action stems from allegations of accounting improprieties that allegedly inflated HBOC's share value prior to McKesson's 1999 merger with HBOC.

What is McKesson seeking in this lawsuit?

McKesson is seeking to recover what it believes to be an overpayment of shares made to former HBOC shareholders. The company alleges that due to undisclosed accounting issues, HBOC shares were overvalued at the time of the merger, resulting in an unfair exchange ratio that provided too many McKesson shares to certain HBOC shareholders.

Does McKesson allege wrongdoing by the shareholders being sued?

No, McKesson explicitly states in the filing that it does not allege any wrongdoing by the former HBOC shareholders involved in the lawsuit. The action is focused on recovering perceived 'unjust enrichment' due to the alleged inflated value of HBOC shares at the time of the exchange.

Why is McKesson taking this action now, several years after the merger?

McKesson states the action is prudent and necessary to protect the company's interests, benefit current shareholders, and preserve its legal claims. The filing also notes that McKesson is currently being sued by many of these same former HBOC shareholders, suggesting this legal action is a countermeasure and an attempt to rectify what the company views as an unfair transaction.

MCK 8-K SEC Disclosure — Jan 11, 2001

Summary

McKesson HBOC, Inc. (MCK) filed a Current Report on Form 8-K on January 11, 2001, primarily to disclose significant legal action. The company has initiated a lawsuit against the New York State Common Retirement Fund, Inc., representing a class of former HBO & Company (HBOC) shareholders. McKesson alleges that HBOC shares were artificially inflated due to accounting improprieties at the time of the 1999 merger, leading to an overvaluation in the share exchange ratio. The company seeks to recover shares it believes were unjustly enriched upon former HBOC shareholders who exchanged more than 20,000 shares. McKesson asserts this legal action is necessary to protect its interests, benefit current shareholders, and preserve its legal claims, especially as the company itself is facing lawsuits from these same former HBOC shareholders.

Key Highlights

1McKesson HBOC, Inc. filed a lawsuit against the New York State Common Retirement Fund, Inc.
2The lawsuit targets former HBO & Company (HBOC) shareholders who exchanged HBOC shares for McKesson shares in the 1999 merger.
3McKesson alleges that HBOC shares were artificially inflated due to undisclosed accounting improprieties prior to the merger.
4The company is seeking to recover shares it deems were received due to an unfair exchange ratio.
5McKesson believes the exchanged HBOC shares provided 'unjust enrichment' to those who exchanged more than 20,000 shares.
6The company states this action is to protect shareholder interests and preserve legal claims.
7McKesson is also defending itself against lawsuits filed by these same former HBOC shareholders.

MCKESSON CORP 8-K Report (Jan 11, 2001)

Summary

Key Highlights

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