As filed with the Securities and Exchange Commission on September 11, 1996
Registration No. 333-
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
The Boeing Company
(Exact name of registrant as specified in its charter)
Delaware 91-0425694
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7755 East Marginal Way South, Seattle, Washington 98108
(206) 655-2121
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------
HEATHER HOWARD
Corporate Counsel and Corporate Secretary
7755 East Marginal Way South
Seattle, Washington 98108
(206) 655-7531
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------
Copy to:
ALLEN FINKELSON
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes
effective and all other conditions to the merger of Boeing NA, Inc.
with and into Rockwell International Corporation pursuant to the
Agreement and Plan of Merger described in the enclosed Prospectus have
been satisfied or waived.
--------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
--------------
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please check
the following box. [ ]
--------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each aggregate aggregate Amount of
class of securities Amount to be price per offering registration
to be registered registered unit* price* fee
- ---------------------------------------------------------------------------
Guarantees ........ $1,600,000,000 100% $1,600,000,000 $551,724
===========================================================================
* Estimated solely for the purpose of calculation of the
registration fee.
--------------
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of
1933 or until this registration statement shall become effective on
such date as the Commission, acting pursuant to said section 8(a), may
determine.
=========================================================================
<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION
dated September 11, 1996
$1,600,000,000
The Boeing Company
Guarantees
---------------------------
Subject to the satisfaction or waiver of certain conditions
described below, The Boeing Company ("Boeing" or the "Company") hereby
offers its senior, unsecured guarantees (the "Guarantees") to Record
Holders (as defined below) of the following series of senior, unsecured
debt securities issued by Rockwell International Corporation
("Rockwell"):
7-5/8% Notes due February 17, 1998
8-7/8% Notes due September 15, 1999
8-3/8% Notes due February 15, 2001
6-3/4% Notes due September 15, 2002
7-7/8% Notes due February 15, 2005
6-5/8% Notes due June 1, 2005
The foregoing debt securities are referred to collectively as the
"Securities", and each series thereof is referred to as a "Series
of Securities".
The Guarantees are offered in conjunction with the consent
solicitations (collectively, the "Solicitations") made by Boeing to
the Record Holders of the Securities pursuant to the Consent
Solicitation Statement dated 1996 and delivered with this
Prospectus. The conditions to the offering of the
Guarantees include the due execution and delivery by all parties
thereto of a Supplemental Indenture with respect to each Series of
Securities (collectively, the "Supplemental Indentures") containing,
among other things, the Proposed Amendments (as defined under
"Description of the Solicitations" below) with respect to which
consents are sought by Boeing in the Solicitations and the
satisfaction or waiver of all conditions to the consummation of the
Proposed Transactions (as defined under "Description of the Proposed
Transactions" below) other than the effectiveness of the
Supplemental Indentures. See "Description of The Solicitations"
below.
The Guarantees will be set forth in the Supplemental Indentures
relating to each Series of Securities. It is intended that a
Supplemental Indenture for each Series of Securities will be
executed promptly following the receipt of the Requisite Consents
(as defined under "Description of the Solicitations" below) with
respect to such Series of Securities. Each Supplemental Indenture
will become binding in accordance with its terms upon execution, but
the Proposed Amendments and the Guarantee relating to the Series of
Securities to which such Supplemental Indenture relates will not
become effective until the Effectiveness Date (as defined under
"Description of the Solicitations" below).
The Company will not receive any cash proceeds in connection
with the offering of the Guarantees. The Guarantees are being
offered solely by Boeing and not by Rockwell or New Rockwell (as
defined below), and this registration statement has been filed and
prepared by Boeing.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------------------
The date of this Prospectus is , 1996.
<PAGE>
No dealer, salesperson or other individual has been authorized
to give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus in
connection with the offer contained in this Prospectus and, if given
or made, such information or representations must not be relied upon
as having been authorized by the Company or by any agent,
underwriter or dealer. Neither the delivery of this Prospectus, nor
any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the dates as of which information is given in this
Prospectus. This Prospectus does not constitute an offer or
solicitation by anyone in any state in which such offer or
solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation. This
Prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any Security.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and in accordance
therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other
information can be inspected and copied at the public reference
facilities maintained by the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the Regional Offices of the
Commission at 500 West Madison Street, Chicago, Illinois 60661 and 7
World Trade Center, New York, New York 10048 and copies can be
obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the Commission and the address of such
site is http://www.sec.gov. Reports and other information concerning
the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which
certain of the Company's securities are listed.
Private Securities Litigation Reform Act Safe Harbor Statement.
When used in this Prospectus, the words "estimate", "project",
"intend", "expect" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to risks
and uncertainties that could cause actual results to differ
materially from those contemplated in such forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Such risks and uncertainties include the risks,
uncertainties and risk-factors identified under the heading
"Forward-Looking Information Is Subject to Risk and Uncertainty"
accompanying "Management's Discussion and Analysis of Results of
Operations, Financial Condition and Business Environment" which is
in the Company's 1995 Annual Report to Shareholders and which is
incorporated by reference in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995. Boeing does not
undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events.
DOCUMENTS INCORPORATED BY REFERENCE
There is hereby incorporated in this Prospectus by reference
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and the Company's Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31, 1996 and June 30, 1996
heretofore filed with the Commission pursuant to the 1934 Act, to
which reference is hereby made.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of the Guarantees, shall be
deemed to be incorporated in this Prospectus by reference and to be a
part hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents. Requests for such copies
should be directed to Heather Howard, Corporate Secretary and Corporate
Counsel, The
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<PAGE>
Boeing Company, P.O. Box 3707, Mail Stop 10-13, Seattle, WA 98124.
Telephone requests may be directed to the Corporate Secretary at
(206) 655-7531.
---------------------------
THE COMPANY
The Company is one of the world's major aerospace firms. The
Company operates in two principal industries: commercial aircraft, and
defense and space. Commercial aircraft operations--conducted through
Boeing Commercial Airplane Group--involve development, production and
marketing of commercial jet transports, and providing related support
services to the commercial airline industry worldwide. Defense and space
operations--conducted through Boeing Defense & Space Group--involve
research, development, production, modification and support of military
aircraft and helicopters and related systems, space systems and missile
systems. Defense and space sales are principally through U.S. Government
contracts.
The address of the principal executive offices of the Company is
7755 East Marginal Way South, Seattle, Washington 98108. The mailing
address is P.O. Box 3707, Seattle, Washington 98124. The telephone
number of the Company is (206) 655-2121.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth information with respect to the
Company's consolidated ratio of earnings to fixed charges for the
periods indicated:
Six Months Year Ended December 31,
Ended -----------------------
June 30, 1996 1995 1994 1993 1992 1991
------------- ---- ---- ---- ---- ----
Ratio of Earnings to
Fixed Charges........ 7.2 2.5 5.6 8.6 12.9 20.8
Ratio of
Earnings to Fixed
Charges Based on Pro
Forma Condensed
Combined Statement of
Net Earnings.........
The ratio of earnings to fixed charges represents the number of
times that fixed charges were covered by earnings. In computing the
ratio, earnings consist of net earnings plus federal taxes on income
and fixed charges adjusted for capitalized interest and amortization
of previously capitalized interest, less earnings accounted for by
the equity method and not distributed. Fixed charges consist of
interest on borrowings, both expensed and capitalized, and that
portion of rentals representative of an interest factor. For a
description of the pro forma adjustments, see "Pro Forma Financial
Statements" below.
USE OF PROCEEDS
The Company will not receive any cash proceeds from the issuance of
the Guarantees.
3
<PAGE>
DESCRIPTION OF THE GUARANTEES
General
The Guarantees are offered in uncertificated form, subject to the
satisfaction or waiver of certain conditions described below (the
"Conditions"). See "Conditions to the Issuance of the Guarantees".
The Guarantees will provide that the Company fully and
unconditionally guarantees the due and punctual payment of the
principal, interest and all other amounts due under the Securities
when the same shall become due and payable, whether at maturity,
pursuant to mandatory or optional prepayments, by acceleration or
otherwise, in each case after any applicable grace periods or notice
requirements, or both, according to the terms of the Securities. The
Guarantees shall be unconditional irrespective of the validity or
enforceability of the Securities, any change or amendment thereto or
any other circumstances that may otherwise constitute a legal or
equitable discharge or defense of a guarantor. However, the Company
will not waive presentment or demand of payment or notice with
respect to the Securities.
The Company shall be subrogated to all rights of Rockwell in
respect of any amounts paid by the Company pursuant to the provisions of
the Guarantees. The Guarantees shall continue to be effective or
reinstated, as the case may be, if at any time any payment made by
Rockwell is rescinded or must otherwise be returned upon the insolvency,
bankruptcy or reorganization of Rockwell or otherwise.
The Guarantees will not be issued pursuant to the requirements
of an indenture or any other document or instrument.
If the Conditions are satisfied or waived, the Guarantees will be
issued in uncertificated form. Record Holders of Securities will
receive a copy of the Guarantee from The Chase Manhattan Bank, as
successor by merger to Manufacturers Hanover Trust Company as Trustee
(the "Trustee") and a final Prospectus from the Company. It will not
be necessary for new certificates evidencing such Securities to be
issued.
Conditions to the Issuance of the Guarantees
Boeing shall not be required to consummate any offering of the
Guarantees and may terminate, extend or amend such offering if on or
prior to the initial expiration date of the Solicitations ( , 1996 at
5:00 p.m., New York City time) or any subsequent expiration date (if
Boeing elects to extend the duration of any Solicitation) (i) Boeing
shall not have received the Requisite Consents with respect to each
Series of Securities; (ii) a Supplemental Indenture shall not have been
duly executed and delivered with respect to each Series of Securities by
all parties thereto; or (iii) all conditions to the consummation of the
Proposed Transactions (other than the condition that the Supplemental
Indentures for each Series of Securities shall have become effective)
shall not have been satisfied or waived.
The conditions to the consummation of the offering of the
Guarantees are for the sole benefit of Boeing, and such conditions may
be asserted by Boeing in its sole discretion regardless of the
circumstances giving rise to such conditions or may be waived by Boeing,
in whole or in part, in its sole discretion. The Board of Directors of
Boeing has not made a decision as to which circumstances would lead it
to waive any such condition, and any such waiver would depend on
circumstances prevailing at the time of such waiver. Any determination
by Boeing concerning the events described in this paragraph shall be
final and binding upon all persons.
DESCRIPTION OF THE SOLICITATIONS
Boeing is soliciting consents, upon the terms and subject to
the conditions set forth in the Consent Solicitation Statement (the
"Statement") and the accompanying Consent (the "Consent"), to
proposed amendments (the "Proposed Amendments") to the Indenture
dated as of October 1, 1982, as amended (the "Indenture"), between
Rockwell and the Trustee governing the Securities. The Proposed
Amendments will amend certain provisions and covenants in the
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<PAGE>
Indenture, including but not limited to the following: (i) the
mergers covenant will be amended to provide that New Rockwell (as
defined below) will not be required to assume Rockwell's obligations
under the Securities or the Indenture following the Proposed
Transactions (as defined below), (ii) certain covenants and other
provisions will be amended to conform them to comparable covenants
and provisions in the indenture dated as of August 15, 1991, between
Boeing and The Chase Manhattan Bank, as trustee, and (iii) the
reporting covenant will be amended to require filings of Boeing
under the 1934 Act instead of filings by Rockwell to be sent to the
Trustee and mailed to holders of Securities. Pursuant to the terms
of the Indenture, receipt by Boeing of validly delivered and
unrevoked Consents from Record Holders of a majority in principal
amount of a Series of Securities is required to approve the Proposed
Amendments relating to such Series of Securities (as to any Series
of Securities, the "Requisite Consents").
The Proposed Amendments and the Guarantees will be embodied in
a Supplemental Indenture to be executed by Rockwell and the Trustee
with respect to each Series of Securities. Each Supplemental
Indenture will become binding in accordance with its terms upon
execution, but the Proposed Amendments and the Guarantees will only
become effective upon the Effectiveness Date. The "Effectiveness
Date" is the date that (i) all Supplemental Indentures have been
duly executed and delivered by all parties thereto, (ii) all
conditions to the consummation of the Proposed Transactions (other
than the condition that the Supplemental Indentures become
effective) have been satisfied or waived, and (iii) the other
conditions to the several Solicitations have been satisfied or
waived. Boeing may, in its sole discretion, waive any of these
conditions in whole or in part as they relate to some or all of
the Series of Securities, at any time and from time to time.
It is intended that the Supplemental Indentures for each Series
of Securities will be executed on or shortly after the date that the
Requisite Consents with respect to such Series of Securities have
been obtained. The time and date on which a Supplemental Indenture
governing any Series of Securities is executed is herein referred to
as the "Relevant Consent Date" with respect to such Series of
Securities. Record Holders of a Series of Securities with respect to
which a Supplemental Indenture has been executed will be notified
that the Relevant Consent Date has occurred with respect to such
Series of Securities. The Indenture will remain in effect, without
giving effect to the relevant Supplemental Indenture, including the
Proposed Amendments or the Guarantees, through the Effectiveness
Date.
, 1996 has been fixed as the record date (the "Record Date")
for determining the holders of each Series of Securities entitled to
consent to the Proposed Amendments and to receive this Prospectus.
Only registered holders of each Series of Securities at the close of
business on the Record Date (as to each such Series of Securities,
the "Record Holders") may consent to the Proposed Amendments
relating to such Series of Securities.
This Prospectus does not constitute part of the Solicitations,
which are constituted by, and fully described in, the Statement, the
Consent and other documents relating to the Solicitations that have
been delivered by Boeing to the Record Holders. This Prospectus
relates solely to the offer by Boeing, subject to the satisfaction
or waiver of the Conditions, of the Guarantees to the Record Holders
of the Securities.
DESCRIPTION OF THE PROPOSED TRANSACTIONS
Rockwell and the Company intend to enter into a series of
transactions whereby a subsidiary of Boeing ("Merger Sub") will
merge with and into Rockwell, which will then include only the
aerospace and defense businesses of Rockwell as well as certain
other assets and liabilities (the "A&D Business"). Rockwell proposes
to effect a tax-free reorganization pursuant to which (i) Rockwell
will contribute (the "Contribution") substantially all of its
businesses and assets, except the A&D Business, to New Rockwell
International Corporation, a Delaware corporation and a
newly-formed, wholly-owned subsidiary of Rockwell which, following
the consummation of the Merger (as defined below), will be renamed
"Rockwell International Corporation" ("New Rockwell"), or to one of
several entities that will become wholly-owned operating
subsidiaries of New Rockwell, (ii) Rockwell will make a pro rata
distribution (the "Distribution") of all the issued and outstanding
shares of Common Stock, par value $1 per share, of New Rockwell and
Class A Common Stock, par value $1 per share, of New Rockwell
(collectively, "New Rockwell Shares"), including the preferred share
purchase rights associated with such New Rockwell Shares, to the
holders
5
<PAGE>
of shares of Common Stock, par value $1 per share, of Rockwell
and Class A Common Stock, par value $1 per share, of Rockwell,
respectively, on a share-for-share basis and (iii) Merger Sub will
merge with and into Rockwell (the "Merger") with each share of the
common stock of Rockwell outstanding immediately prior to the Merger
being converted into a fraction of a share of common stock of Boeing
determined pursuant to a formula set forth in the Agreement and Plan
of Merger dated as of July 31, 1996 among Rockwell, Boeing and
Merger Sub. Following the Merger, Rockwell will be renamed "Boeing
North American, Inc." In connection with the Contribution and the
Merger, Rockwell will retain certain liabilities, including, but not
limited to, approximately $1.6 billion of long-term debt of Rockwell
constituting the Securities, and an additional $565 million of
Rockwell short-term debt. Boeing has agreed to provide a full and
unconditional guaranty of the Securities and to assume or pay down
the additional $565 million of short-term debt. The Merger and the
other transactions referred to in this paragraph are herein referred
to as the "Proposed Transactions."
PRO FORMA FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Combined Statement of Financial
Position of Boeing
The unaudited pro forma condensed combined statement of
financial position of Boeing is based on the historical consolidated
statement of financial position of Boeing and historical statement
of assets and liabilities of the A&D Business and is adjusted to
give effect to the Merger using the purchase method of accounting as
well as consistent application of Boeing accounting practices. The
unaudited pro forma condensed combined statement of financial
position has been prepared as if the Proposed Transactions occurred
on June 30, 1996. The purchase price has been allocated to the
assets and liabilities based upon preliminary estimates of their
respective fair values and does not give effect to any synergies.
The unaudited pro forma condensed combined statement of
financial position should be read in conjunction with the audited
consolidated financial statements, including the notes thereto, of
Boeing for the year ended December 31, 1995, and the unaudited
consolidated financial statements, including the notes thereto, of
Boeing in its Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996, both of which are incorporated by reference
herein. The pro forma condensed combined statement of financial
position is not necessarily indicative of the financial position of
Boeing that would have actually been obtained had the Proposed
Transactions been consummated on June 30, 1996, nor is it
necessarily indicative of any future financial position.
6
<PAGE>
June 30, 1996
-----------------------------------------------
A&D Pro Forma Pro Forma
Boeing Business Adjustments Combined
------ -------- ----------- ---------
(In millions)
Cash and short-term
investments $ $ $ $
Customer financing and
accounts receivable
Inventories, net of
advances and progress
billings
Other current assets
------- ------ ------- -------
Total current assets $ $ $ $
Customer financing
Net property, plant and
equipment
Goodwill
Other assets
------- ------ ------- -------
Total assets $ $ $ $
======= ====== ======= =======
Accounts payable and other
liabilities $ $ $ $
Advances in excess of
related costs
Income taxes payable
Current debt
Total current liabilities
------- ------- ------ -------
Accrued retiree health
care
Long-term debt
------- ------- ------ -------
Total liabilities
Shareholders' equity
Total liabilities and ------- ------- ------ -------
shareholders' equity $ $ $ $
======= ======= ====== =======
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<PAGE>
Unaudited Pro Forma Condensed Combined Statements of Net Earnings of Boeing
The unaudited pro forma condensed combined statements of net
earnings of Boeing are based on the historical consolidated statement
of net earnings of Boeing and of the A&D Business and are adjusted to
give effect to the Merger using the purchase method of accounting as
well as a consistent application of Boeing accounting practices. The
unaudited pro forma condensed combined statements of net earnings have
been prepared as if the Proposed Transactions occurred on January 1,
1995, and do not give effect to any synergies. The unaudited pro forma
condensed combined statement of net earnings for the year ended
December 31, 1995 is based upon the audited statement of net earnings
of Boeing for the year ended December 31, 1995 and the audited
statement of income of the A&D Business for the year ended September
30, 1995. The unaudited pro forma condensed combined statement of net
earnings for the six months ended June 30, 1996 is based upon the
unaudited statement of net earnings of Boeing for the six months ended
June 30, 1996 and the unaudited statement of income of the A&D
Business for the six months ended March 31, 1996.
For the three month period ended June 30, 1996, sales for the A&D
Business were $ million, and earnings from continuing operations for
the A&D Business were $ million.
The unaudited pro forma condensed combined statements of net
earnings should be read in conjunction with the audited consolidated
financial statements, including the notes thereto, of Boeing in its
Annual Report on Form 10-K for the year ended December 31, 1995, and
the unaudited consolidated financial statements, including the notes
thereto, of Boeing in its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996, both of which are incorporated
by reference herein. The unaudited pro forma condensed combined
statements of net earnings are not necessarily indicative of the
operating results of Boeing that would have actually been obtained
had the Proposed Transactions been consummated on January 1, 1995,
nor are they necessarily indicative of any future operating results.
8
<PAGE>
Year ended December 31, 1995
-----------------------------------------------
A&D Pro Forma Pro Forma
Boeing Business Adjustments Combined
------ -------- ----------- ---------
(In millions, except per share data)
Sales and other operating
revenues $ $ $ $
Costs and expenses
Early retirement program
expense
------- ------ ------- -------
Earnings from operations
Other income, principally
interest
Interest and debt expense
------- ------ ------- -------
Earnings before taxes on
income
Federal taxes on income
------- ------ ------- -------
Net earnings $ $ $ $
======= ====== ======= =======
Earnings per share (primary) $ $
Earnings per share (fully
diluted) $ $
Weighted average number of
shares
Six months ended June 30, 1996
------------------------------------------------
A&D Pro Forma Pro Forma
Boeing Business Adjustments Combined
------ -------- ----------- ---------
(In millions, except per share data)
Sales and other operating
revenues $ $ $ $
Costs and expenses
Earnings from operations
Other income, principally
interest
Interest and debt expense
Earnings before taxes on
income
Federal taxes on income
------- ------ ---------- -------
Net earnings $ $ $ $
======= ====== ========== =======
Earnings per share (primary) $ $
Earnings per share (fully
diluted) $ $
Weighted average number of
shares
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PLAN OF DISTRIBUTION
The Guarantees are being offered directly by the Company, subject
to satisfaction or waiver of the Conditions.
LEGAL OPINIONS
The legality of the Guarantees will be passed upon for the
Company by Theodore J. Collins, Vice President and General Counsel of
the Company. Mr. Collins owns, has options to purchase and has other
interests in shares of common stock of the Company.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as indicated in their report, which is also
incorporated by reference herein and is incorporated by reference in
reliance upon such report, given upon the authority of such firm as
experts in auditing and accounting.
With respect to the unaudited interim financial information of
Boeing for the periods ended March 31, 1996 and 1995 and June 30, 1996
and 1995 incorporated by reference in this Prospectus, Deloitte &
Touche LLP have applied limited procedures in accordance with
professional standards for a review of such information. However, as
stated in their reports included in The Boeing Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1996 and June
30, 1996, and incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the
review procedures applied. Deloitte & Touche LLP are not subject to
the liability provisions of Section 11 of the Securities Act for their
reports on the unaudited interim financial information because those
reports are not "reports" or a "part" of the registration statement
prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Securities Act.
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<PAGE>
================================= ============================
No dealer, salesman or any
other person has been
authorized to give any
information or to make any
representations other than $1,600,000,000
those contained in or
incorporated by reference in
this Prospectus in connection
with the offer contained in
the Prospectus and if given or The Boeing Company
made, such information or
representation must not be
relied upon as having been Guarantees
authorized by the Company.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that there has
been no change in the affairs
of the Company since the dates
as of which information is
given in this Prospectus. This
Prospectus does not constitute
an offer or solicitation by
anyone in any state in which
such offer or solicitation is
not authorized or in which the
person making such offer or
solicitation is not qualified
to do so or to any person to
whom it is unlawful to make
such offer or solicitation.
This Prospectus does not
constitute an offer to sell or
the solicitation of an offer to
buy any securities other than
the securities to which it relates.
------------------
TABLE OF CONTENTS
Page
Available Information......... 2
Documents Incorporated by --------------------------
Reference.................... 2
The Company................... 3
Ratio of Earnings to Fixed PROSPECTUS
Charges...................... 3
Use of Proceeds............... 3
Description of the --------------------------
Guarantees................... 4
Description of the
Solicitations................ 4
Description of the Proposed
Transactions................. 5
Pro Forma Financial
Statements................... 6
Plan of Distribution.......... 10
Legal Opinions................ 10
Experts....................... 10
, 1996
================================= ============================
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and
distribution of the securities being registered, other than
underwriting compensation, are:
S.E.C. Registration Fee................................ $551,724
Legal Fees and Expenses................................
Accounting Fees and Expenses...........................
Blue Sky Fees and Expenses.............................
Miscellaneous.......................................... --------
$
========
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law reads as
follows:
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.-- (a) A corporation may indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this section, or
in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith.
II-1
<PAGE>
(d) Any indemnification under subsections (a) and (b)
of this section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there
are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by
the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections
of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with
exclusive jurisdiction to hear and determine all actions for
advancement of expenses or indemnification brought under
this section or under any by-law, agreement,
II-2
<PAGE>
vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including
attorneys' fees).
Article VII, Section 4 of the registrant's By-Laws provides as follows:
Section 4. Indemnification of Directors and Officers.
4.1 Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is
otherwise involved (including, without limitation, as a
witness) in any actual or threatened action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a director or officer of the
Corporation or that, being or having been such a director or
officer or an employee of the Corporation, he or she is or
was serving at the request of an executive officer of the
Corporation as a director, officer, employee, or agent of
another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect
to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in an
official capacity as such a director, officer, employee, or
agent or in any other capacity while serving as such a
director, officer, employee, or agent, shall be indemnified
and held harmless by the Corporation to the full extent
permitted by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification
rights than permitted prior thereto), or by other applicable
law as then in effect, against all expense, liability, and
loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, and amounts paid in settlement)
actually and reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a
director, officer, employee, or agent and shall inure to the
benefit of the indemnitee's heirs, executors, and
administrators; provided, however, that except as provided
in Section 4.2 with respect to proceedings seeking to
enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized or
ratified by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section 4.1 shall
be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided,
however, that an advancement of expenses incurred by an
indemnitee in his/her capacity as a director or officer (and
not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter
an "undertaking"), by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no
further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses under this Section 4.1
or otherwise; and provided, further, that an advancement of
expenses shall not be made if the Corporation's Board of
Directors makes a good faith determination that such payment
would violate law or public policy.
4.2 Right of Indemnitee to Bring Suit. If a claim under
Section 4.1 is not paid in full by the Corporation within sixty
days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall
also be entitled to be paid the expense of prosecuting or
defending such suit. The indemnitee shall be presumed to be
entitled to indemnification under this Section 4 upon submission
of a written claim (and, in an action brought to enforce a claim
for an advancement of expenses, where the required undertaking
has been tendered to the Corporation), and thereafter the
Corporation shall have the burden of proof to overcome the
presumption that the indemnitee is not so entitled. Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances,
nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its
II-3
<PAGE>
stockholders) that the indemnitee is not entitled to
indemnification shall be a defense to the suit or create a
presumption that the indemnitee is not so entitled.
4.3 Nonexclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred
in this Section 4 shall not be exclusive of any other right
which any person may have or hereafter acquire under any
statute, provisions of the Certificate of Incorporation, By-
Laws, agreement, vote of stockholders or disinterested
directors, or otherwise. Notwithstanding any amendment to or
repeal of this Section 4, or of any of the procedures
established by the Board of Directors pursuant to Section
4.7, any indemnitee shall be entitled to indemnification in
accordance with the provisions hereof and thereof with
respect to any acts or omissions of such indemnitee
occurring prior to such amendment or repeal.
4.4 Insurance, Contracts, and Funding. The Corporation
may maintain insurance, at its expense, to protect itself
and any director, officer, employee, or agent of the
Corporation or another corporation, partnership, joint
venture, trust, or other enterprise against any expense,
liability, or loss, whether or not the Corporation would
have the power to indemnify such person against such
expense, liability, or loss under the Delaware General
Corporation Law. The Corporation may, without further
stockholder approval, enter into contracts with any
indemnitee in furtherance of the provisions of this Section
4 and may create a trust fund, grant a security interest, or
use other means (including, without limitation, a letter of
credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this
Section 4.
4.5 Persons Serving Other Entities. Any person who is
or was a director, officer, or employee of the Corporation
who is or was serving (i) as a director or officer of
another corporation of which a majority of the shares
entitled to vote in the election of its directors is held by
the Corporation or (ii) in an executive or management
capacity in a partnership, joint venture, trust, or other
enterprise of which the Corporation or a wholly owned
subsidiary of the Corporation is a general partner or has a
majority ownership shall be deemed to be so serving at the
request of an executive officer of the Corporation and
entitled to indemnification and advancement of expenses
under Section 4.1.
4.6 Indemnification of Employees and Agents of the
Corporation. The Corporation may, by action of its Board of
Directors, authorize one or more executive officers to grant
rights to advancement of expenses to employees or agents of
the Corporation on such terms and conditions as such officer
or officers deem appropriate under the circumstances. The
Corporation may, by action of its Board of Directors, grant
rights to indemnification and advancement of expenses to
employees or agents or groups of employees or agents of the
Corporation with the same scope and effect as the provisions
of this Section 4 with respect to the indemnification and
advancement of expenses of directors and officers of the
Corporation; provided, however, that an undertaking shall be
made by an employee or agent only if required by the Board
of Directors.
4.7 Procedures for the Submission of Claims. The Board
of Directors may establish reasonable procedures for the
submission of claims for indemnification pursuant to this
Section 4, determination of the entitlement of any person
thereto, and review of any such determination. Such
procedures shall be set forth in an appendix to these
By-Laws and shall be deemed for all purposes to be a part
hereof.
Officers and directors of the registrant are covered by insurance
which (with certain exceptions and within certain limitations)
indemnifies them against losses and liabilities arising from any breach
of duty, neglect, error, misstatement, misleading statement, act or
omission by the directors or officers in their respective capacities
as such.
II-4
<PAGE>
Item 16. Exhibits.
2. Agreement and Plan of Merger dated July 31, 1996.*
4. Form of Guarantee.*
5.1 Opinion of T. J. Collins, Esq., re legality.
12. Statement re computation of ratios.
15. Letter of Deloitte & Touche LLP re unaudited
interim financial information
24.1 Consent of Deloitte & Touche LLP.
24.2 Consent of T. J. Collins (included in Exhibit 5.1).
25. Power of Attorney--following signature of registrant, page
II-6.
- --------------
*To be filed by amendment.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 and
incorporated by reference in this registration statement;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement, unless such information
required to be included in such post-effective amendment is
contained in a periodic report filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions described under Item 15 above, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or
II-5
<PAGE>
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Seattle, State
of Washington, on the 11th day of September, 1996.
THE BOEING COMPANY
By /s/ PHILIP M. CONDIT
--------------------------
(Philip M. Condit)
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the officers and directors of The Boeing Company whose
signature appears below hereby constitutes and appoints Philip M.
Condit, Boyd E. Givan and Douglas P. Beighle, and each of them, his true
and lawful attorneys and agents, with full power of substitution, each
with power to act alone, to sign, execute, and file with the Securities
and Exchange Commission on behalf of the undersigned in any and all
capacities any amendment or amendments to this registration statement on
Form S-3, including any post-effective amendments, and each of the
undersigned does hereby ratify and confirm all that each of said
attorneys and agents, or his substitutes, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 11th day of September,
1996 by the following persons in the capacities indicated.
Signature Title
--------- -----
Principal Executive Officer:
/s/ PHILIP M. CONDIT
- ----------------------------- President, Chief Executive Officer
(Philip M. Condit) and Director
Principal Financial Officer:
/s/ BOYD E. GIVAN
- ----------------------------- Senior Vice President and Chief
(Boyd E. Givan) Financial Officer
Principal Accounting Officer:
/s/ GARY W. BEIL
- ----------------------------- Vice President and Controller
(Gary W. Beil)
II-6
<PAGE>
Directors:
/s/ FRANK SHRONTZ
- ----------------------------- Chairman of the Board and
(Frank Shrontz) Director
/s/ JOHN E. BRYSON
- ----------------------------- Director
(John E. Bryson)
/s/ JOHN B. FERY
- ----------------------------- Director
(John B. Fery)
/s/ PAUL E. GRAY
- ----------------------------- Director
(Paul E. Gray)
/s/ HAROLD J. HAYNES
- ----------------------------- Director
(Harold J. Haynes)
- ----------------------------- Director
(Stanley Hiller, Jr.)
/s/ DONALD E. PETERSEN
- ----------------------------- Director
(Donald E. Petersen)
- ----------------------------- Director
(Charles M. Pigott)
/s/ ROZANNE L. RIDGWAY
- ----------------------------- Director
(Rozanne L. Ridgway)
/s/ GEORGE H. WEYERHAEUSER
- ----------------------------- Director
(George H. Weyerhaeuser)
II-7
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
2. Agreement and Plan of Merger
dated July 31, 1996.*
4. Form of Guarantee.*
5.1 Opinion of T. J. Collins, Esq.,
re legality.
12. Statement re computation of ratios.
15. Letter of Deloitte & Touche LLP re
unaudited interim financial information.
24.1 Consent of Deloitte & Touche LLP.
24.2 Consent of T. J. Collins (included in
Exhibit 5.1).
25. Power of Attorney--following signature of
registrant, page II-6.
- -------------------
* To be filed by amendment.
EXHIBIT 5.1
[Letterhead of]
THE BOEING COMPANY
September 10, 1996
The Boeing Company
Registration Statement on Form S-3
$1,600,000,000 of Guarantees
Dear Ladies and Gentlemen:
I am the Vice President and General Counsel of The Boeing
Company, a Delaware corporation (the "Company"), and as such I have
acted as counsel in connection with the filing by the Company with the
Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (the "Registration Statement")
relating to $1,600,000,000 of Guarantees of the Company (the
"Guarantees"). The Guarantees are being issued in connection with the
assumption by a wholly-owned subsidiary of the Company of the
following series of senior, unsecured debt securities of Rockwell
International Corporation ("Rockwell"): 7-5/8% Notes due February 17,
1998, 8-7/8% Notes due September 15, 1999, 8-3/8% Notes due February
15, 2001, 6-3/4% Notes due September 15, 2002, 7-7/8% Notes due
February 15, 2005 and 6-5/8% Notes due June 1, 2005.
In connection with the foregoing, I have examined, or am
familiar with, originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary for the purposes of
this opinion, including the following: (a) the form of Registration
Statement as filed with the Commission on September 6, 1996, (b) the
Restated Certificate of Incorporation of the Company; (c) the
By-laws of the Company; (d) the Agreement and Plan of Merger dated
as of July 31, 1996, among the Company, Rockwell and a subsidiary of
the Company; and (e) resolutions of the Board of Directors of the
Company relating to the issuance of the Guarantees and the filing of
the Registration Statement.
Based on the foregoing and subject to (i) proposed
additional actions and proceedings being taken as now contemplated
prior to the issuance of the Guarantees, and (ii) the effectiveness of
the Registration Statement under the Act, I am of opinion as follows:
1. The Company is duly incorporated and is a validly
existing corporation under the laws of the State of Delaware.
2. The Guarantees, when duly authorized, executed and
delivered in accordance with their terms, will be validly issued and
will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, reorganization, insolvency,
fraudulent transfer, moratorium and similar laws affecting
creditors' rights generally from time to time in
<PAGE>
effect and, as to enforceability, to general principles of equity,
regardless of whether such enforceability is considered in a
proceeding in equity or at law.
I am aware that I am referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration
Statement, and I hereby consent to such use of my name therein and to
the use of this opinion for filing with the Registration Statement as
Exhibit 5 thereto. In giving this consent, I do not hereby admit that
I am within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ THEODORE J. COLLINS, ESQ.
Theodore J. Collins, Esq.
Vice President & General
Counsel
The Boeing Company
P.O. Box 3707
M/S 13-08
Seattle, WA 98124-2207
EXHIBIT 12
Computation of Ratio of Earnings to Fixed Charges
The Boeing Company and Subsidiaries
(Dollars in millions)
Year ended December 31,
------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Earnings before federal
taxes on income $ 360* $ 1,143 $ 1,821 $ 2,256 $ 2,204
Fixed charges excluding
capitalized interest 170 154 75 62 66
Amortization of previously
capitalized interest 58 51 31 22 13
Less undistributed earnings
of affiliates (5) (3) 1 1 (1)
Plus distributed earnings
of affiliates -- -- -- -- --
----- ------ ------ ------ -----
Earnings available
for fixed charges $ 583 $ 1,345 $ 1,928 $ 2,341 $ 2,282
----- ------ ----- ----- -----
Fixed charges:
Interest expense $ 151 $ 130 $ 39 $ 14 $ 13
Interest capitalized
during the period 65 87 150 119 44
Rentals deemed representa-
tive of an interest 19 24 36 48 53
factor ----- ------ ----- ----- -----
Total fixed charges $ 235 $ 241 $ 225 $ 181 $ 110
----- ------ ----- ----- -----
Ratio of earnings to
fixed charges 2.5* 5.6 8.6 12.9 20.8
----- ------ ----- ----- -----
* Includes $600 pretax charge associated with a special retirement
program. The ratio of earnings to fixed charges exclusive of the
special retirement charge was 5.0.
<PAGE>
2
Computation of Ratio of Earnings to Fixed Charges
The Boeing Company and Subsidiaries
(Dollars in millions)
Six months ended
----------------
June 30, 1996
-------------
Earnings before federal taxes on income 691
Fixed charges excluding capitalized interest 85
Amortization of previously capitalized interest 37
Less undistributed earnings of affiliates 0
Plus distributed earnings of affiliates 0
--------
Earnings available for fixed charges 813
========
Fixed charges:
Interest expense 75
Interest capitalized during the period 28
Rentals deemed representative of an interest
factor 10
--------
Total fixed charges 113
========
Ratio of earnings to fixed charges 7.2
EXHIBIT 15
September 6, 1996
The Boeing Company
Seattle, Washington
We have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the
unaudited interim financial information of The Boeing Company and
subsidiaries for the periods ended March 31, 1996 and 1995 and June
30, 1996 and 1995 as indicated in our reports dated April 29, 1996
and August 1, 1996, respectively. Because we did not perform an
audit, we express no opinion on that information.
We are aware that our reports referred to above, which were included
in your Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996 and June 30, 1996 are being incorporated by reference in
this Registration Statement on Form S-3.
We are also aware that the aforementioned reports, pursuant to Rule
36(c) under the Securities Act of 1933, are not considered a part of
the Registration Statement prepared or certified by an accountant or
a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
Board of Directors
The Boeing Company
We consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
January 25, 1996, on the consolidated financial statements
of The Boeing Company and subsidiaries appearing in The
Boeing Company's 1995 Annual Report to Shareholders and
incorporated by reference in The Boeing Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
We also consent to the incorporation by reference of our
report dated March 8, 1996, on the financial statement
schedules included in The Boeing Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and to the
reference to us appearing under the heading "Experts" in the
prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
September 6, 1996
Seattle, Washington
