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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): July 23, 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)
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ITEM 5. OTHER EVENTS.
On July 23, 1997, the proposed merger between a
subsidiary of The Boeing Company and McDonnell Douglas
Corporation received a positive opinion from the European
Commission, following the acceptance by The Boeing Company of
certain conditions designed to address the European
Commission's concerns regarding the merger.
A copy of the press release issued by The Boeing
Company on July 23, 1997 with respect to the receipt of the
European Commission's positive opinion is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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
99.1 Press Release issued by The Boeing Company on July 23, 1997.
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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: July 23, 1997 THE BOEING COMPANY
By: /s/Theodore J. Collins
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Senior Vice President and
General Counsel
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EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
99.1 Press Release issued by The Boeing Company on July 23, 1997.
EXHIBIT 99.1
BOEING-McDONNELL DOUGLAS MERGER GAINS A POSITIVE
OPINION FROM THE EUROPEAN COMMISSION
SEATTLE--(July 23)--The merger of Boeing and
McDonnell Douglas today received a positive opinion from the
European Commission (EC) in Brussels. Final approval by the
EC is expected at the Commission's meeting scheduled for
July 30. "This is a significant step toward completing the
merger of these two great aerospace companies," said Boeing
Chairman and Chief Executive Officer Phil Condit.
As a condition of clearance by the EC, Boeing
agreed to certain conditions to address Commission concerns
regarding the merger. "By agreeing to the European
Commission's conditions, we took the action we believed was
in the best long-term interests of our shareholders,
customers, our suppliers and the more than 200,000 employees
of Boeing and McDonnell Douglas," Condit added.
To address the Commission's concerns regarding
potential spillover of benefits from the McDonnell Douglas
defense business to the Boeing commercial airplane business,
Boeing agreed to license patents obtained under U.S.
government-funded contracts to commercial aircraft
manufacturers on a non-exclusive, reasonable-royalty basis;
to cross-license blocking patents to commercial aircraft
manufacturers on a non-exclusive, reasonable-royalty basis;
and to supply for a period of 10 years an annual report to
the European Commission on its current unexpired patents
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arising from government-funding contracts and on its non-
classified government-funded aeronautics research and
development projects. Boeing also agreed to not unduly
interfere with actual or potential relationships between its
suppliers and other commercial aircraft manufacturers.
In response to the Commission's concerns regarding
the acquisition of the McDonnell Douglas commercial aircraft
business, Boeing -- which intends to provide customer
support for existing McDonnell Douglas commercial aircraft
at the same high-quality level provided for Boeing aircraft
- -- agreed not to leverage such customer support to obtain
any advantage in sales of new commercial aircraft. Boeing
also agreed to maintain McDonnell Douglas' commercial
aircraft business in a separate legal entity for 10 years
and to supply an annual report to the European Commission on
the business activities of such commercial aircraft
business.
Boeing agreed not to enter into any new
"exclusive" supplier agreements with commercial aircraft
purchasers until Aug. 1, 2007, except where another aircraft
manufacturer has offered such an agreement. Finally,
although Boeing questions whether the company's "exclusive"
agreements with its U.S. customers should be the subject of
demands by the European Commission, to secure merger
approval Boeing further agreed not to enforce the
exclusivity provisions in its existing agreements with
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American Airlines, Delta Airlines and Continental Airlines.
The agreements remain otherwise unaffected.
Boeing believes that the European Commission
should have given greater deference to the U.S. Federal
Trade Commission, which has prime jurisdiction over the
merger and which had examined the same facts in its six-
month investigation, during which Boeing and McDonnell
Douglas submitted more than 5 million pages of documents and
the FTC interviewed representatives from more than 40
airlines, as well as other industry participants. On July 1,
the FTC approved the merger without conditions.
"Had we proceeded without the approval of the
European Commission, we would have potentially faced large
fines and potential harm to our customers," said Condit.
"Had we chosen to delay the merger, the resulting
uncertainty would have potentially damaged our customers,
suppliers, employees and shareholders."
Shareholders from both Boeing and McDonnell
Douglas will vote on the merger Friday, July 25, in separate
shareholder meetings in Seattle and St. Louis.
Subject to formal EC approval, as well as
shareholder approval, the closing of the transaction is
expected on Friday, Aug. 1, with the companies beginning
joint operations as the new Boeing Company on Monday,
Aug. 4.
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Contact: For International Media: Jerry Hendin/in Brussels
(322) 779-2312
For U.S. Media: Sherry Nebel (206) 655-6123
