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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 31, 1996
McDonnell Douglas Corporation
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(Exact Name of Registrant as Specified in its Charter)
Maryland 1-3685 43-0400674
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State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Post Office Box 516, St. Louis, Missouri 63166-0516
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(Address of Principal Executive Offices) (Zip Code)
(314) 232-0232
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Registrant's Telephone Number
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
McDonnell Douglas Corporation (the "Company") is undertaking to meet the
requirements of Rule 416(b) under the Securities Act of 1933 and Regulation
S-K, Item 512(a) regarding its Registration Statements Nos. 33-50063,
2-76396, 33-50059, 33-40207, 33-11144, 2-64039, 33-13342, 33-50057, 33-50055,
33-40206, 33-50061, 33-26542 and 33-56129. Under Rule 416(b), if
additional securities are issued as a result of a stock split prior to
completion of the distribution of the securities covered by a registration
statement, the additional securities are covered by the registration
statement, provided that the registration statement is amended. On
January 3, 1995, the Company split its Common Stock 3-for-1 by paying a stock
dividend to its shareholders of record on December 2, 1994 (the "1995 Stock
Split"). On October 11, 1995, the Company filed a Current Report on Form
8-K/A to report that pursuant to Rule 416 the Company's various Registration
Statements on Form S-8 were deemed to cover the additional shares of Common
Stock, Preferred Stock Purchase Rights and interests in various employee
benefit plans that were issuable as a result of the 1995 Stock Split. On
May 31, 1996, the Company split its Common Stock 2-for-1 by paying a stock
dividend to its shareholders of record on May 10, 1996 (the "1996 Stock
Split").
Registration Statement No. 33-50063 (the "Salaried Savings Plan
Registration Statement") became effective on August 23, 1993 and registered
2,500,000 shares of Common Stock, Preferred Stock Purchase Rights attached
to the Common Stock and an indeterminate amount of interests to be offered
or sold pursuant to the Employee Savings Plan of McDonnell Douglas
Corporation-Salaried Plan. Pursuant to Rule 416(b), the Salaried Savings
Plan Registration Statement is deemed to cover the additional shares of
Common Stock, Preferred Stock Purchase Rights and interests in the plan
that are issuable as a result of the 1995 Stock Split and the 1996 Stock
Split.
Registration Statement No. 2-76396 (the "Component Plan Registration
Statement") became effective on April 4, 1988 and registered the sale of
50,000 shares of Common Stock and an indeterminate amount of interests to
be offered or sold pursuant to the Employee Savings Plan of McDonnell
Douglas Corporation-Component Plan. Pursuant to Rule 416(b), the Component
Plan Registration Statement is deemed to cover the additional shares of
Common Stock, Preferred Stock Purchase Rights and interests in the plan
that are issuable as a result of the 1995 Stock Split and the 1996 Stock
Split.
Registration Statement No. 33-50059 (the "1993 Subsidiary Thrift Plan
Registration Statement") became effective on August 23, 1993 and registered
the sale of 60,000 shares of Common Stock, Preferred Stock Purchase Rights
attached to the Common Stock and an indeterminate amount of interests to be
offered or sold pursuant to the Employee Thrift Plan of McDonnell Douglas
Corporation-Subsidiary Plan. Pursuant to Rule 416(b), the 1993 Subsidiary
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Thrift Plan Registration Statement is deemed to cover the additional shares
of Common Stock, Preferred Stock Purchase Rights and interests in the plan
that are issuable as a result of the 1995 Stock Split and the 1996 Stock
Split.
Registration Statement No. 33-40207 (the "1991 Subsidiary Thrift Plan
Registration Statement") became effective on April 29, 1991 and registered
the sale of 11,000 shares of Common Stock, Preferred Stock Purchase Rights
attached to the Common Stock and an indeterminate amount of interests to be
offered or sold pursuant to the Employee Thrift Plan of McDonnell Douglas
Corporation - Subsidiary Plan. Pursuant to Rule 416(b) the 1991 Subsidiary
Thrift Plan Registration Statement is deemed to cover the additional shares
of Common Stock, Preferred Stock Purchase Rights and interests in the plan
that are issuable as a result of the 1995 Stock Split and the 1996 Stock
Split.
Registration Statement No. 33-11144 (the "Hourly Thrift Plan Registration
Statement") became effective on January 26, 1987 and registered the sale of
10,000 shares of Common Stock and an indeterminate amount of interests to
be offered or sold pursuant to the Employee Thrift Plan of McDonnell
Douglas Corporation-Hourly Plan. Pursuant to Rule 416(b), the Hourly
Thrift Plan Registration Statement is deemed to cover the additional shares
of Common Stock, Preferred Stock Purchase Rights and interests in the plan
that are issuable as a result of the 1995 Stock Split and the 1996 Stock
Split.
Registration Statement Nos. 2-64039 and 33-13342 (the "Incentive Award Plan
Registration Statements") registered the sale of 2,000,000 shares of Common
Stock and Preferred Stock Purchase Rights to be offered or sold pursuant to
the McDonnell Douglas Corporation Incentive Award Plan, Incentive
Compensation Plan and Non-Qualified Stock Option Plan. Pursuant to Rule
416(b) the Incentive Award Plan Registration Statements are deemed to cover
the additional shares of Common Stock and Preferred Stock Purchase Rights
that are issuable as a result of the 1995 Stock Split and the 1996 Stock
Split.
Registration Statement No. 33-50057 (the "Hourly West Investment Plan
Registration Statement") became effective on August 23, 1993 and registered
the sale of 250,000 shares of Common Stock, Preferred Stock Purchase Rights
and an indeterminate amount of interests to be offered or sold pursuant to
the Employee Investment Plan of McDonnell Douglas Corporation-Hourly West
Plan. Pursuant to Rule 416(b), the Hourly West Investment Plan
Registration Statement is deemed to cover the additional shares of Common
Stock, Preferred Stock Purchase Rights and interests in the plan that are
issuable as a result of the 1995 Stock Split and the 1996 Stock Split.
Registration Statement No. 33-50055 (the "1993 Hourly East Investment Plan
Registration Statement") became effective on August 23, 1993 and registered
the sale of 150,000 shares of Common Stock, Preferred Stock Purchase Rights
and an indeterminate amount of interests to be offered or sold pursuant to
the Employee Investment Plan of McDonnell Douglas Corporation-Hourly East
Plan. Pursuant to Rule 416(b), the 1993 Hourly East Investment Plan
Registration Statement is deemed to cover the additional shares of Common
Stock, Preferred Stock Purchase Rights and interests in the plan that are
issuable as a result of the 1995 Stock Split and the 1996 Stock Split.
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Registration Statement No. 33-40206 (the "1991 Hourly East Investment Plan
Registration Statement") became effective on April 29, 1991 and registered
the sale of 510,000 shares of Common Stock, Preferred Stock Purchase Rights
and an indeterminate amount of interests to be offered or sold pursuant to
the Employee Investment Plan of McDonnell Douglas Corporation-Hourly East
Plan. Pursuant to Rule 416(b), the 1991 Hourly East Investment Plan
Registration Statement is deemed to cover the additional shares of Common
Stock, Preferred Stock Purchase Rights and interests in the plan that are
issuable as a result of the 1995 Stock Split and the 1996 Stock Split.
Registration Statement No. 33-50061 (the "1993 Helicopter Savings Plan
Registration Statement") became effective on August 23, 1993 and registered
the sale of 25,000 shares of Common Stock, Preferred Stock Purchase Rights
and an indeterminate amount of interests to be offered or sold pursuant to
the McDonnell Douglas Helicopter Company Savings Plan for Hourly Employees.
Pursuant to Rule 416(b), the 1993 Helicopter Saving Plan Registration
Statement is deemed to cover the additional shares of Common Stock,
Preferred Stock Purchase Rights and interests in the plan that are issuable
as a result of the 1995 Stock Split and the 1996 Stock Split.
Registration Statement No. 33-26542 (the "1989 Helicopter Savings Plan
Registration Statement") became effective on January 13, 1989 and
registered the sale of 55,000 shares of Common Stock and an indeterminate
amount of interests to be offered or sold pursuant to the McDonnell Douglas
Helicopter Company Savings Plan for Hourly Employees. Pursuant to
Rule 416(b), the 1989 Helicopter Savings Plan Registration Statement is
deemed to cover the additional shares of Common Stock, Preferred Stock
Purchase Rights and interests in the plan that are issuable as a result of
the 1995 Stock Split and the 1996 Stock Split.
Registration Statement No. 33-56129 (the "Performance and Equity Incentive
Plan Registration Statement") became effective on October 21, 1994 and
registered the sale of 500,000 shares of Common Stock and Preferred Stock
Purchase Rights attached to the Common Stock to be offered or sold pursuant
to the McDonnell Douglas Corporation 1994 Performance and Equity Incentive
Plan. The number of shares registered under the Performance and Equity
Incentive Plan Registration Statement has automatically increased under
Rule 416(a) pursuant to antidilution provisions.
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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.
MCDONNELL DOUGLAS CORPORATION
June 5, 1996 By: /s/ F. Mark Kuhlmann
(Date) ---------------------------------
F. Mark Kuhlmann
Senior Vice President
and General Counsel
