Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FIELDS AIRCRAFT SPARES, INC.
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(Name of Issuer)
Common Stock, $.05 par value
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(Title of Class of Securities)
316572106
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(CUSIP Number)
F. Mark Kuhlmann
McDonnell Douglas Corporation
Post Office Box 516
St. Louis, MO 63166-0516
314-232-0232
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
July 2, 1996
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(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. [ ]
Check the following box if a fee is being paid with this statement. [ ]
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class.) (See Rule 13d-7.)
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.
(Continued on following pages)
PAGE 1 OF 5
CUSIP NUMBER: 316572106 PAGE 2 OF 5 PAGES
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1) Names of Reporting Persons; S.S. or I.R.S. Identification
McDonnell Douglas Corporation, 43-0400674
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions) 00*
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [X]
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6) Citizenship or Place of Organization MD
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Number of 7) Sole Voting Power 355,626**
Shares ---------------------------------------------------
Beneficially
Owned by 8) Shared Voting Power
Each Reporting --------------------------------------------------
Person With
9) Sole Dispositive Power 355,626**
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10) Shared Dispositive Power
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1) Aggregate Amount Beneficially Owned by Each Reporting Person
355,626**
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
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13) Percent of Class Represented by Amount in Row (11) 26.5%
CUSIP NUMBER: 316572106 PAGE 3 OF 5 PAGES
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14) Type of Reporting Persons (See Instructions) CO
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* Beneficial ownership in Issuer was acquired by Filer in exchange
for certain debt owed to Filer by a subsidiary of Issuer.
** Filer currently owns 586,862 shares of Series A Convertible
Preferred Stock of Fields Aircraft Spares Incorporated, a wholly-
owned subsidiary of the Issuer. Filer is entitled to receive 25%
of the outstanding common shares of Issuer on a fully diluted
basis at the time of exercising its convertible rights to acquire
the common shares. Within 10 days following the date on which the
common shares are approved for quotation on, and are quoted for
trading on, the Nasdaq Stock Market as a SmallCap market security,
the Filer is required to convert its interest into common shares
of the Issuer. The numbers shown on lines 7, 9 and 11 represent
the number of common shares in the Issuer which the Filer would
have obtained if it exercised such rights at the date of this
Schedule 13D. The percentage ownership on line 13 assumes that
none of the outstanding options to acquire Issuer's common stock
held by third parties have been exercised. The numbers shown on
lines 7, 9, 11 and 13 are to the best of Filer's knowledge based
on the number of common shares and options to acquire common
shares outstanding as reported in Issuer's most recently available
filings with the Securities and Exchange Commission. See Item 6
herein.
<PAGE>
CUSIP NUMBER: 316572106 PAGE 4 OF 5 PAGES
This Amendment No. 1 amends and supplements the Statement on Schedule
13D (the "Schedule 13D"), relating to the common stock, $.05 par value
per share, of Fields Aircraft Spares, Inc., a Utah corporation,
previously filed by McDonnell Douglas Corporation (the "Filer").
1. Paragraph 1(e) of Item 2 of the Schedule 13D, "Identity and
Background," is hereby amended and restated to provide in its entirety
as follows:
Except as described below, during the past five years, neither
Filer nor (to the best knowledge of Filer) any person identified
on Exhibit B, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which he was, or is, subject to 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.
On June 24, 1996, McDonnell Douglas Corporation ("Company")
resolved the previously disclosed investigation commenced by the
Securities and Exchange Commission ("SEC") in 1993 relating to the
Company's disclosures about and accounting for the C-17 Program.
Further, the Commission's investigation commenced in 1991 with
regard to the A-12 Program has been concluded without any action.
The Company settled a complaint filed by the SEC in federal
district court alleging that the Company violated Section 13(a) of
the Securities Exchange Act of 1934 and Rules 13a-1 and 12b-20
thereunder. The complaint alleged that the Company's estimate at
completion on the C-17 design, development and initial production
contract at December 31, 1990 failed to recognize losses resulting
in allegedly incorrect December 31, 1990 financial statements that
overstated earnings in a material amount.
Without admitting or denying any of the allegations in the
complaint for purposes of this SEC proceeding only, and solely for
the purposes of settlement of the SEC's complaint, the Company
simultaneously agreed to the entry of an injunction enjoining it
from violating Section 13(a) of the Securities Exchange Act of
1934, and Rules 13a-1 and 12b-20 thereunder in the future, and to
the payment of a civil penalty of $500,000. On July 2, 1996,
the court entered the injunction. This settlement concluded
the investigation.
2. Except as specifically provided herein, this Amendment does
not modify any of the information previously reported on Schedule 13D.
CUSIP NUMBER: 316572106 PAGE 5 OF 5 PAGES
SIGNATURES
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
DATED: July 8, 1996
McDONNELL DOUGLAS CORPORATION
/s/ F. Mark Kuhlmann
By: ---------------------------
Name: F. Mark Kuhlmann
Title: Senior Vice President
and General Counsel
