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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): August 1, 1997
THE BOEING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-442 91-0425694
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
At 12:01 a.m. (Eastern Daylight Time) on August 1, 1997, pursuant
to an Agreement and Plan of Merger (the "Merger Agreement") dated as of
December 14, 1996, among The Boeing Company, a Delaware corporation
("Boeing"), West Acquisition Corp., a Maryland corporation and wholly owned
subsidiary of Boeing ("West"), and McDonnell Douglas Corporation, a
Maryland corporation ("McDonnell Douglas"), West merged with and into
McDonnell Douglas (the "Merger"). As a result of the Merger, McDonnell
Douglas became a wholly owned subsidiary of Boeing.
Each share of common stock, par value $1.00 per share, of
McDonnell Douglas ("McDonnell Douglas Common Stock") issued and outstanding
immediately prior to the Merger was converted in the Merger into 1.3 shares
of common stock, par value $5.00 per share, of Boeing. Cash will be paid in
lieu of fractional shares.
BankBoston, N.A. has been retained by Boeing to serve as the
Exchange Agent. As soon as reasonably practicable, Boeing will cause the
Exchange Agent to mail or deliver a letter of transmittal to each person
who was a holder of record of McDonnell Douglas Common Stock at the
effective time of the Merger. The letter of transmittal will contain
instructions for use in effecting the surrender of certificates formerly
representing shares of McDonnell Douglas Common Stock in exchange for the
certificates representing Boeing Common Stock and cash in lieu of
fractional shares that such holder has the right to receive.
A copy of the press release issued by Boeing on July 31, 1997
with respect to effectiveness of the Merger is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
As of August 1, 1997, Boeing Chairman Emeritus Frank Shrontz and
Harold J. Haynes retired from the Boeing Board of Directors and John H.
Biggs, Kenneth M. Duberstein, John F. McDonnell and Harry C. Stonecipher,
who had previously served on the McDonnell Douglas Board of Directors, were
elected to the Boeing Board of Directors, thereby fulfilling the Merger
Agreement requirement that a number of former McDonnell Douglas directors
constituting one-third of the total number of members of the Boeing Board
immediately after the Effective Time be elected to the Boeing Board.
Pursuant to the Merger Agreement, Harry C. Stonecipher was elected
President and Chief Operating Officer of Boeing as of August 1, 1997.
A copy of the press release issued by Boeing on August 1, 1997
with respect to the new board of directors is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial statements of businesses acquired:
Previously reported
(b) Pro forma financial information:
Previously reported
<PAGE>
(c) Exhibits:
EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of December 14, 1996, among
The Boeing Company, West Acquisition Corp. and McDonnell Douglas
Corporation filed as Exhibit 2.2 to the Registration Statement on Form
S-4 of the Boeing Company (file number 333-29683) is hereby
incorporated by reference.
99.1 Press Release issued by The Boeing Company on July 31, 1997.
99.2 Press Release issued by The Boeing Company on August 1, 1997.
<PAGE>
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: August 14, 1997 THE BOEING COMPANY
By: /s/Theodore J. Collins
----------------------------
Name: Theodore J. Collins
Title: Senior Vice President and
General Counsel
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of December 14, 1996, among
The Boeing Company, West Acquisition Corp. and McDonnell Douglas
Corporation filed as Exhibit 2.2 to the Registration Statement on Form
S-4 of the Boeing Company (file number 333-29683) is hereby
incorporated by reference.
99.1 Press Release issued by The Boeing Company on July 31, 1997.
99.2 Press Release issued by The Boeing Company on August 1, 1997.
Exhibit 99.1
BOEING COMPLETES MCDONNELL DOUGLAS MERGER
SEATTLE, July 31, 1997 - The Boeing Company today announced that
appropriate merger filings have been submitted to the State of Maryland and
that the merger of Boeing and McDonnell Douglas will become effective at
12:01 a.m. (Eastern Daylight Time) on Aug. 1, 1997. Value of the
transaction is $16.3 billion.
McDonnell Douglas stock ceased to be traded on the New York Stock
Exchange at the close of business today.
Each shareholder of McDonnell Douglas will receive 1.3 shares of
Boeing common stock for each share of McDonnell Douglas common stock,
except that cash will be paid in lieu of fractional shares of Boeing stock.
McDonnell Douglas shareholders who hold their own stock
certificates will receive notice in the mail regarding the process to
exchange their shares for Boeing shares.
McDonnell Douglas shareholders whose certificates are held by
brokers will receive the exchange of shares through their broker.
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CONTACT:
Sherry Nebel (206) 655-6123
http://www.boeing.com
http://www.boeingmedia.com
Exhibit 99.2
BOARD OF DIRECTORS FOR "NEW" BOEING COMPANY ANNOUNCED
SEATTLE (Aug. 1, 1997) - With the merger of The Boeing Company
and McDonnell Douglas Corp. now completed, Boeing Chairman and Chief
Executive Officer Phil Condit today announced that the board of directors
of the newly merged company will be:
o John H. Biggs, Chairman and Chief Executive, Teachers
Insurance and Annuity Association-College Retirement
Equities Fund
o John E. Bryson, Chairman and Chief Executive, Edison
International and Southern California Edison Company
o Philip M. Condit, Chairman of the Board and Chief Executive
Officer, The Boeing Company
o Kenneth M. Duberstein, Chairman and Chief Executive, The
Duberstein Group
o John B. Fery, Retired Chairman and Chief Executive, Boise
Cascade Corp.
o Paul E. Gray, Chairman of the Corporation, Massachusetts
Institute of Technology
o John F. McDonnell, Retired Chairman, McDonnell Douglas Corp.
o Donald E. Petersen, Retired Chairman and Chief Executive,
Ford Motor Company
o Charles M. Pigott, Chairman Emeritus, PACCAR Inc.
o Rozanne L. Ridgway, Former Assistant Secretary of State for
Europe and Canada
o Harry C. Stonecipher, President and Chief Operating Officer,
The Boeing Company
o George H. Weyerhaeuser, Chairman, Weyerhaeuser Company
Biggs, Duberstein, McDonnell and Stonecipher previously served on
the McDonnell Douglas board of directors.
"The board brings to the new Boeing Company experience and
leadership in a wide variety of fields," said Condit. "As we enter this
exciting new era as the largest aerospace company in the world, I am
grateful to have the help of this very strong group."
<PAGE>
2 Retiring from the Boeing Board, effective Aug. 1, are Boeing
Chairman Emeritus Frank Shrontz and Harold J. Haynes, retired chairman and
chief executive officer of Chevron Corp.
Condit also reported that, in keeping with previously announced
merger plans, Harry C. Stonecipher was elected president and chief
operating officer of The Boeing Company.
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Contact: Sherry Nebel (206) 655-6123
http://www.boeing.com
http://www.boeingmedia.com
