SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MCDONNELL DOUGLAS CORPORATION
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
58016910
(CUSIP Number)
Heather Howard
Corporate Secretary and Corporate Counsel
The Boeing Company
7755 East Marginal Way South
Seattle, Washington 98108
(206) 655-2121
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 1, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of [7] Pages)
Page 1 of [7] Pages
<PAGE>
CUSIP NO. [ ] 13D Page 2 of [7] Pages
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1 NAME OF REPORTING PERSON
The Boeing Company
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
91-0425694
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 100
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
100
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14 TYPE OF REPORTING PERSON *
HC; CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of [7] Pages
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $1.00
per share (the "Issuer Common Stock"), of McDonnell Douglas
Corporation, a Maryland corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is P.O. Box 516, St. Louis,
Missouri 63166-0516.
Item 2. Identity and Background
This Schedule 13D is filed by The Boeing Company, a Delaware
corporation ("Boeing") that is one of the world's major aerospace
firms. Boeing operates in two principal industries: commercial
aircraft, and defense and space. The address of the principal
executive offices of Boeing is 7755 East Marginal Way South, Seattle,
Washington, 98108. The telephone number is (206) 655-2121.
During the last five years, to the best of Boeing's knowledge,
neither Boeing nor any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
The name, citizenship, business address and present principal
occupation (including the name and address of the corporation or
organization in which such employment is conducted) of each executive
officer and director is set forth in Schedule A to this Schedule 13D
and is specifically incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Agreement and Plan of Merger dated December 14,
1996, among Boeing, West Acquisition Corp., a Maryland corporation and
a wholly owned subsidiary of Boeing ("West"), and the Issuer (the
"Merger Agreement"), on August 1, 1997, the effective date (the
"Effective Date") of the Merger (as defined below), West was merged
with and into the Issuer (the "Merger"), and each issued and
outstanding share of Issuer Common Stock (other than shares of Issuer
Common Stock owned directly by Boeing or the Issuer) was converted
into 1.3 shares of common stock, par value $5.00 per share, of Boeing.
Item 4. Purpose of Transaction
The purpose of the Merger was for Boeing to acquire 100% of the
Issuer Common Stock. Reference is hereby made to the Joint Proxy
Statement/Prospectus of Boeing and the Issuer dated June 20, 1997,
which is incorporated herein by reference, for a description of any
plans or proposals that Boeing may have with respect to the Issuer.
The New York Stock Exchange, Inc. and the Pacific Exchange, Inc. each
have filed a Form 25 with the Securities and Exchange Commission to
delist the securities of the Issuer. Pursuant to the Merger Agreement,
on the Effective Date, the directors of West became the directors of
the Issuer.
Item 5. Interest in Securities of the Issuer
As a result of the Merger, Boeing owns 100% of the shares of
Issuer Common Stock. Boeing holds sole voting and dispositive power as
to all shares of Issuer Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Page 3 of [7] Pages
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Except for the Merger Agreement, none of the persons named in
Item 2 has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any persons with respect to
any securities of the Issuer, including, but not limited to, transfers
or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit 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 (incorporated by reference to Exhibit
2.2 to the Registration Statement (No. 333-29683)
on Form S-4, filed by The Boeing Company with the
Securities and Exchange Commission on June 20,
1997).
2.2 Joint Proxy Statement/Prospectus of The Boeing
Company and McDonnell Douglas Corporation dated
June 20, 1997 (incorporated by reference to the
Registration Statement (No. 333-29683) on Form
S-4, filed by The Boeing Company with the
Securities and Exchange Commission on June 20,
1997).
Page 4 of [7] Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D
is true, complete and accurate.
August 11, 1997 The Boeing Company
By: /s/ Heather Howard
-------------------------------
Name: Heather Howard
Title: Secretary
Page 5 of [7] Pages
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SCHEDULE A
Principal
Names of Directors Occupation
and Executive Officers or Residence or Business
(Citizenship) Employment Address of Organization
John H. Biggs* Chairman and Chief 730 Third Avenue
(United States) Executive Officer, New York, NY 10017
Teachers Insurance
and Annuity
Association-College
Retirement Equities
Fund
John E. Bryson* Chairman and Chief 2244 Walnut Grove Avenue
(United States) Executive Officer, P.O. Box 800
Edison International Rosemead, CA 91770
and Southern
California Edison
Company
Philip M. Condit* Chairman and Chief 7755 East Marginal Way South
(United States) Executive Officer, Seattle, WA 98108
The Boeing Company
Kenneth M. Duberstein* Chairman and Chief 2300 N. Street, N.W.
(United States) Executive Officer, Washington, DC 20037
The Duberstein Group
John B. Fery* Retired Chairman and 1111 West Jefferson Street
(United States) Chief Executive P.O. Box 50
Officer, Boise Boise, ID 83728-0001
Cascade Corp.
Paul E. Gray* Chairman of the 77 Massachusetts Avenue
(United States) Corporation, Cambridge, MA 02134
Massachusetts
Institute of
Technology
John F. McDonnell* Retired Chairman, P. O. Box 516
(United States) McDonnell Douglas St. Louis, MO 63166-0516
Corp.
Donald E. Petersen* Retired Chairman and The American Road
(United States) Chief Executive Dearborn, MI 48121
Officer, Ford Motor
Company
Charles M. Pigott* Chairman Emeritus, 777 - 106th Avenue N.E.
(United States) PACCAR Inc. Bellevue, WA 98004
Rozanne L. Ridgway* Former Assistant 7755 East Marginal Way South
(United States) Secretary of State Seattle, WA 98108
for Europe and
Canada
Harry C. Stonecipher* President and Chief 7755 East Marginal Way South
(United States) Operating Officer, Seattle, WA 98108
The Boeing Company
Page 6 of [7] Pages
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Principal
Names of Directors Occupation
and Executive Officers or Residence or Business
(Citizenship) Employment Address of Organization
George H. Weyerhaeuser* Chairman, Tacoma, WA 98477
(United States) Weyerhaeuser Company
Ronald Woodard President of 7755 East Marginal Way South
Commercial Airplane Seattle, WA 98108
Group of The Boeing
Company
Boyd Givan Chief Financial 7755 East Marginal Way South
Officer of The Seattle, WA 98108
Boeing Company
Alan Mulally Chief of 7755 East Marginal Way South
Information, Space Seattle, WA 98108
and Defense Systems
Group of The Boeing
Company
James Palmer President of Shared 7755 East Marginal Way South
Services Support Seattle, WA 98108
Group of The Boeing
Company
Stan Ebner Chief of Washington, 7755 East Marginal Way South
D.C., Operations of Seattle, WA 98108
The Boeing Company
James Dagnon Senior Vice 7755 East Marginal Way South
President-People of Seattle, WA 98108
The Boeing Company
John Warner Senior Vice 7755 East Marginal Way South
President of The Seattle, WA 98108
Boeing Company
Ted Collins Senior Vice- 7755 East Marginal Way South
President - General Seattle, WA 98108
Counsel of The
Boeing Company
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(*) Indicates director of The Boeing Company
Page 7 of [7] Pages
