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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): December 14, 1996
THE BOEING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-442 91-0425694
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7755 East Marginal Way South
Seattle, Washington
(address of principal executive offices)
Registrant's telephone number, including area code: (206) 655-2121
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 14, 1996, The Boeing Company, a Delaware
corporation ("Boeing"), entered into an Agreement and Plan of Merger
dated as of December 14, 1996 (the "Merger Agreement") with West
Acquisition Corp., a Maryland corporation and wholly- owned subsidiary
of Boeing ("Sub"), and McDonnell Douglas Corporation, a Maryland
corporation ("MDC"). The Merger Agreement provides for the merger (the
"Merger") of Sub with and into MDC, with MDC surviving as a
wholly-owned subsidiary of Boeing.
Pursuant to the Merger Agreement, each share of common
stock, par value $1.00 per share, of MDC ("MDC Common Stock")
outstanding immediately prior to the Effective Time (as defined in the
Merger Agreement) of the Merger (other than shares owned directly by
Boeing or MDC, which shares will be cancelled) will be converted into
0.65 of a share of common stock, $5.00 par value, of Boeing ("Boeing
Common Stock"), including the corresponding percentage of a right to
purchase shares of Series A Junior Participating Preferred Stock of
Boeing. As of the Effective Time, all shares of MDC Common Stock
issued and outstanding immediately prior to the Effective Time will no
longer be outstanding and will automatically be canceled and retired
and will cease to exist, and each holder of a certificate or
certificates which immediately prior to the Effective Time represented
outstanding shares of MDC Common Stock will cease to have any rights
with respect thereto, except the right to receive (i) certificate(s)
representing the number of whole shares of Boeing Common Stock into
which such shares of MDC Common Stock have been converted, (ii)
certain dividends and other distributions previously withheld in
accordance with Section 2.2(c) of the Merger Agreement pending the
exchange of stock certificate(s) and (iii) any cash, without interest,
to be paid in lieu of any fractional share of Boeing Common Stock in
accordance with Section 2.2(e) of the Merger Agreement.
Immediately after the Effective Time, Philip Condit will be
the Chairman of the Board and Chief Executive Officer of Boeing and
Harry Stonecipher will be the President and Chief Operating Officer of
Boeing.
The Merger Agreement provides that certain current directors
of MDC will be elected to the Boeing Board of Directors following the
Effective Time such that such former MDC directors would constitute
one-third of the members of the Boeing Board of Directors.
Prior to its execution, the Merger Agreement was approved by
the respective Boards of Directors of Boeing and MDC. Fairness
opinions were delivered by CS First Boston Corporation and J.P. Morgan
Securities Inc. to the Board of Directors of Boeing and MDC,
respectively. The consummation of the Merger is subject, among other
things, to the approval of the issuance of Boeing Common Stock by the
stockholders of Boeing, to the approval of the Merger by the
stockholders of MDC and to certain regulatory approvals.
A copy of the press release issued by Boeing and MDC on
December 15, 1996 with respect to the Merger is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release issued by Boeing and MDC on December 15, 1996.
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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.
Date: December 20, 1996 THE BOEING COMPANY
By: /s/ Douglas P. Beighle
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Douglas P. Beighle
Senior Vice President
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EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release issued by Boeing and MDC on December 15, 1996.
<PAGE>
News Release
Seattle, December 15, 1996
McDonnell Douglas to Merge with Boeing
Combination to be world's largest aerospace company
WASHINGTON, D.C., December 15, 1996 - Phil Condit, president and chief
executive officer of The Boeing Company (NYSE: BA), and Harry
Stonecipher, president and chief executive officer of McDonnell
Douglas Corporation (NYSE: MD), jointly announced today that the
companies have signed a definitive agreement whereby McDonnell Douglas
will merge with Boeing in a stock-for-stock transaction.
Under the terms of the transaction, McDonnell Douglas shareholders
will receive 0.65 shares of Boeing common stock for each share of
McDonnell Douglas common stock. Based on the closing price of Boeing
stock (96 3/4) on December 13, 1996, the deal is estimated to be worth
approximately $13.3 billion. The transaction is subject to approval by
the shareholders of both companies and certain regulatory agencies,
and is expected to close as early as mid-1997.
The combined company will have about 200,000 employees, which includes
the recent merger of Rockwell aerospace and defense units into Boeing
North American. It will operate in 27 states with estimated 1997
revenues in excess of $48 billion, making it the largest integrated
aerospace company in the world. The company will operate in three
major locations: the Puget Sound area of Washington state; St. Louis,
Mo.; and Southern California. The Boeing Company headquarters will
remain in Seattle.
A combined transition team will be formed within the next few days to
prepare for the integration of the operations of the two companies
after the merger.
Condit noted the rich history of both companies and said, "Today's
announcement brings together two strong aerospace companies with
complementary capabilities. The merger enhances our position as the
number one aerospace company in the world and truly among the world's
premier industrial firms."
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Stonecipher said, "This transaction puts together a focused,
broad-based aerospace company with extraordinary capabilities in
commercial and military aircraft, and defense and space systems. The
combined companies will offer an outstanding balance of current
production programs and those scheduled for production in the years
ahead, in addition to manned space programs and space transportation
programs."
Following the close of the transaction, Condit will be chairman and
chief executive officer and Stonecipher will be president and chief
operating officer of the company. Two- thirds of a newly constituted
board of directors will be drawn from the current board members of
Boeing and one third of the members will be drawn from the current
McDonnell Douglas board.
While the company expects substantial cost savings, Condit said there
are significant growth opportunities in all three business segments as
well. He said, "The merger strengthens our competitive position for
the Joint Strike Fighter, it improves our position in space
transportation, and it enhances our ability to provide the best
products and services to our airline customers."
"This is great news for the airline industry, for our nation's defense
programs, and for space programs worldwide. The strength of our
people, and that of our infrastructure and financial position, will
benefit our customers and shareholders, and position us to meet the
global aerospace needs for the 21st century," Condit said.
CS First Boston is representing The Boeing Company, and JP Morgan has
been advising McDonnell Douglas.
