Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
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)
------------------------------------
(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. [X]
(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.)
(Continued on following pages)
PAGE 1 OF 10
CUSIP NUMBER: 316572106 PAGE 2 OF 10 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) N/A
(b) N/A
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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) N/A
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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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11) 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) N/A
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13) Percent of Class Represented by Amount in Row (11) 26.5%**
CUSIP NUMBER: 316572106 PAGE 3 OF 10 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 10 PAGES
ITEM 1. SECURITY AND ISSUER
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The securities to which this Schedule relate are the common shares,
$.05 par value of FIELDS AIRCRAFT SPARES, INC. (the "Issuer"). The
Issuer's principal executive offices are located at 2251-A Ward Avenue,
Simi Valley, CA 93065.
ITEM 2. IDENTITY AND BACKGROUND
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This Schedule is being filed on behalf of the following person ("Filer"):
1. (a) Name - McDonnell Douglas Corporation
(b) Principal business address - Post Office Box 516
St. Louis, MO 63166-0516
(c) The present principal occupation or employment of Filer
and Filer's directors, executive officers and controlling
persons are set forth in Exhibit A and Exhibit B,
respectively, which are attached hereto and incorporated
herein by reference.
(d) During the past five years, neither Filer nor (to the best
knowledge of Filer) any person identified on Exhibit B,
has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) 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.
(f) Citizenship - Maryland
2. The name, address, present principal employment and
citizenship of each of Filer's directors, executive officers and
controlling persons are set forth in Exhibit B which is attached hereto
and incorporated herein by reference.
CUSIP NUMBER: 316572106 PAGE 5 OF 10 PAGES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- -----------------------------------------------------------
In February 1995, Filer exchanged approximately $6,808,000 of debt
owed to Filer by Fields Aircraft Spares Incorporated, a California
corporation and a wholly-owned subsidiary of Issuer ("Subsidiary") for
Series A Convertible Preferred Stock of the Subsidiary which are
convertible into common shares of the Issuer. See Item 6 herein.
ITEM 4. PURPOSE OF TRANSACTION
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The purpose of the acquisition of securities in the Subsidiary was
the partial payment of debt owed to Filer which was incurred by
Subsidiary in the ordinary course of business. The purpose of
conversion into common shares of the Issuer, as discussed in Item 6
herein, shall be to obtain an interest in the Issuer for investment
purposes. There are no current plans or proposals to acquire
additional securities in the Issuer or dispose of securities in the
Issuer. Upon listing of Issuer's securities with Nasdaq, the Filer
must convert its current securities into common shares of the Issuer.
The Filer does not have any current plans or proposals which relate to
or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(b) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(d) Any material change in the present capitalization or dividend
policy of the Issuer;
(e) Any other material change in the Issuer's business or
corporate structure, including but not limited to, if the
Issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(f) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
CUSIP NUMBER: 316572106 PAGE 6 OF 10 PAGES
(h) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(i) Any action similar to any of those enumerated above.
There was no recent transaction which made a material change in
the percentage of stock beneficially owned by Filer. Instead, the
reason for this filing is the recent Form 10-SB filed by the Issuer
which now subjects Filer to new reporting obligations, including the
filing of this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) The aggregate number and percentage of the class of the Issuer's
common shares beneficially owned by the reporting person is as follows:
NUMBER OF PERCENTAGE
REPORTING SHARES OWNED NUMBER OF SHARES OF
PERSON PURSUANT TO OPTIONS BENEFICIALLY OWNED CLASS
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Filer -0- 355,626* 26.5%*
* 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 number represents 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 of
class assumes that none of the outstanding options to acquire
Issuer's common stock held by third parties have been exercised.
The numbers shown 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.
The reporting person filing this Schedule does not comprise a
group with any other person.
(b) Subject to the restrictions set forth in the Voting
Agreement, incorporated by reference as Exhibit C hereto (the "Voting
Agreement"), Filer will, upon conversion of its Preferred Stock, have
sole power to vote approximately 355,626 shares beneficially owned by
it. Subject to the restrictions set forth in the Voting Agreement,
Filer will, upon conversion of its Preferred Stock, have sole
dispositive power of approximately 355,626 shares beneficially owned by
it. 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
CUSIP NUMBER: 316572106 PAGE 7 OF 10 PAGES
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 number of shares
discussed in this paragraph represents 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. See Item 6 herein.
(c) Except as set forth herein, neither Filer nor (to the best
knowledge of Filer) any person identified on Exhibit A has effected any
transaction in the common shares of Issuer during the past 60 days.
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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As partial payment of debt owed to Filer which was incurred by
Subsidiary in the ordinary course of business, Filer received 586,862
shares of Series A Convertible Preferred Stock of the Subsidiary (the
"Preferred Stock") pursuant to the Debt Restructure Agreement
incorporated by reference as Exhibit D hereto. The Preferred Stock
prohibits the Subsidiary from paying any dividends on the Subsidiary's
common shares without a dividend equal to at least 25% of the total
amount of dividends paid to the holders of the common shares being paid
to the holders of the Preferred Stock. The holders of the Preferred
Stock are also entitled to a liquidation preference of $5,000,000.
Accordingly, upon liquidation of the Subsidiary, no amounts would be
distributed to other holders of equity securities of the Subsidiary
until at least $5,000,000 has been distributed to holders of the
Preferred Stock. Holders of the Preferred Stock are entitled to vote
on any matter submitted to shareholders of the Subsidiary. In
addition, holders of the Preferred Stock must approve certain corporate
actions of the Subsidiary.
Filer and Issuer have entered into a Securities Exchange Agreement
incorporated by reference as Exhibit E hereto. The Securities Exchange
Agreement provides for the mandatory exchange of the Preferred Stock
for 25% of the issued and outstanding common shares of the Issuer on a
fully diluted basis (i.e. immediately following the exchanges, Filer
will own 25% of the total number of common shares issued or potentially
issuable pursuant to any outstanding warrants, options or other common
share purchase rights) within 10 days following the earlier of (i) the
date on which the common shares of Issuer are approved for quotation
on, and are quoted for trading on, the Nasdaq Stock Market as a
SmallCap Market Security or (ii) written request by Filer. The Securities
Exchange Agreement further provides for the Issuer to register the
common shares issued to Filer in connection with the Securities Exchange
Agreement under certain circumstances.
The Filer has entered into a Voting Agreement, incorporated by
reference as Exhibit C hereto, with certain shareholders of Issuer that
provides Filer with, among other things, the right to appoint up to 25%
of the slate of directors of Issuer and the Subsidiary and the
CUSIP NUMBER: 316572106 PAGE 8 OF 10 PAGES
obligation to vote for items reasonably necessary to obtain listing on
Nasdaq Stock Market of Issuer's common shares. The Voting Agreement
also contains certain transfer restrictions with regard to the
Preferred Stock of the Subsidiary owned by Filer and, following the
conversion discussed above, the common stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit A Present principal occupation or employment of Filer.
Exhibit B Name, citizenship, business address and present principal
employment of each director, executive officer and
controlling person of Filer.
Exhibit C Voting Agreement dated February 7, 1995 among Filer, Issuer,
Peter Frohlich, Alan Fields, and Lawrence Troyna,
incorporated herein by reference to Exhibit 5.1 to the
Issuer's Registration Statement on Form 10-SB, filed with the
Commission on October 30, 1995.
Exhibit D Debt Restructure Agreement dated February 7, 1995 between
Filer and Issuer, incorporated herein by reference to
Exhibit 6.1 to the Issuer's Registration Statement on Form
10-SB, filed with the Commission on October 30, 1995.
Exhibit E Securities Exchange Agreement dated February 7, 1995 between
Filer and Issuer, incorporated herein by reference to
Exhibit 6.2 to the Issuer's Registration Statement on Form
10-SB, filed with the Commission on October 30, 1995.
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: May 30, 1996
McDONNELL DOUGLAS CORPORATION
/s/ F. Mark Kuhlmann
By: ---------------------------
Name: F. Mark Kuhlmann
Title: Senior Vice President
and General Counsel
CUSIP NUMBER: 316572106 PAGE 9 OF 10 PAGES
EXHIBIT A
The present principal occupation or employment of Filer and the
name, principal business and address of any corporation or other
organization in which such business is conducted is set forth in
Filer's Annual Report on Form 10-K for the year ended December 31,
1995, which is incorporated herein by reference and has been filed
with the Securities and Exchange Commission under file number 1-3685.
CUSIP NUMBER: 316572106 PAGE 10 OF 10 PAGES
EXHIBIT B
1. The name and present principal employment of each director,
executive officer and controlling person of Filer is set
forth in Filer's Annual Report on Form 10-K for the year
ended December 31, 1995, which is incorporated herein by
reference and has been filed with the Securities and
Exchange Commission under file number 1-3685, except as
follows: (i) John P. Capellupo is no longer an executive
officer of the Filer, (ii) Gerald E. Daniels is now MDA Vice
President/General Manager F/A-18E/F, (iii) Robert H. Hood,
Jr., is no longer an executive officer of the Filer, (iv)
Donald R. Kozlowski is now Senior Vice President, Military
Transport Aircraft, (v) Walter J. Orlowski is now DAC
Vice President/General Manager - Production Program Management,
(vi) Michael M. Sears is now DAC President, (vii) James M. Sinnett
is now MDA Senior Vice President - Advanced Systems and Technology -
Phantom Works, and (viii) John J. Van Gels is now DAC
Vice President/General Manager - Manufacturing.
2. The business address of each of the persons identified in
paragraph 1 above is the same address as the business
address of Filer set forth in the Schedule 13D.
3. To the best knowledge of Filer, all of the persons
identified in paragraph 1 above are citizens of the United
States of America.
