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
December 14, 1996
(Date of earliest event reported)
McDonnell Douglas Corporation
(Exact name of Registrant as specified in its charter)
Maryland 1-3685 43-0400674
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Post Office Box 516, St. Louis, Missouri 63166-0516
(Address of principal executive offices, including zip code)
(314) 232-0232
(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On December 14, 1996, McDonnell Douglas Corporation, a Maryland
corporation (the "Company"), The Boeing Company, a Delaware corporation
("Boeing"), and West Acquisition Corp., a Maryland corporation and a
wholly owned subsidiary of Boeing ("Sub"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which Sub will be
merged (the "Merger") with and into the Company, with the Company
surviving the Merger and becoming a wholly owned subsidiary of Boeing.
At the effective time of the Merger, each issued and outstanding share
of common stock of the Company, other than shares owned by Boeing or the
Company, will be converted into .65 shares of Boeing common stock. Each
share of Boeing common stock issued in the Merger will include the
associated right pursuant to Boeing's shareholder rights plan. A copy of
the Company's press release dated December 15, 1996 is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99.1 - Press Release of McDonnell Douglas
Corporation dated December 15, 1996.
SIGNATURES
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
By: /s/ F. Mark Kuhlmann
F. Mark Kuhlmann
Senior Vice President and
General Counsel
Dated: December 23, 1996
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of McDonnell Douglas Corpo-
ration dated December 15, 1996.
Exhibit 99.1
[LOGO] MCDONNELL DOUGLAS CORPORATION
NEWS
Contact: Boeing/Seattle (206) 655-6123
McDonnell Douglas/St. Louis (314) 233-8957
Boeing/DC (703) 558-9663
McDonnell Douglas/DC (703) 526-2532
FOR IMMEDIATE RELEASE
96-317
MCDONNELL DOUGLAS TO MERGE WITH BOEING
COMBINATION TO BE WORLD'S LARGEST AEROSPACE COMPANY
WASHINGTON, D.C., December 15, 1996 -- Phil Condit, president
and chief executive officer of The Boeing Company (NYSE: BA), and Harry
Stonecipher, president and chief executive officer of McDonnell Douglas
Corporation (NYSE: MD), jointly announced today that the companies have
signed a definitive agreement whereby McDonnell Douglas will merge with
Boeing in a stock-for-stock transaction.
Under the terms of the transaction, McDonnell Douglas
shareholders will receive 0.65 shares of Boeing common stock for each
share of McDonnell Douglas common stock. Based on the closing price of
Boeing stock (96 3/4) on December 13, 1996, the deal is estimated to be
worth approximately $13.3 billion. The transaction is subject to
approval by the shareholders of both companies and certain regulatory
agencies, and is expected to close as early as mid-1997.
The combined company will have about 200,000 employees which
includes the recent merger of Rockwell aerospace and defense units into
Boeing North American. It will operate in 27 states with estimated 1997
revenues in excess of $48 billion, making it the largest integrated
aerospace company in the world. The company will operate in three major
locations: the Puget Sound area of Washington State, St. Louis, Mo., and
Southern California. The Boeing Company headquarters will remain in
Seattle.
A combined transition team will be formed within the next few
days to prepare for the integration of the operations of the two
companies after the merger.
Condit noted the rich history of both companies and said,
"Today's announcement brings together two strong aerospace companies
with complementary capabilities. The merger enhances our position as the
number one aerospace company in the world and truly among the world's
premier industrial firms."
Stonecipher said, "This transaction puts together a focused,
broad-based aerospace company with extraordinary capabilities in
commercial and military aircraft, and defense and space systems." The
combined companies will offer an outstanding balance of current
production programs and those scheduled for production in the years
ahead, in addition to manned space programs and space transportation
programs."
Following the close of the transaction, Condit will be chairman
and chief executive officer and Stonecipher will be president and chief
operating officer of the company. Two-thirds of a newly constituted
board of directors will be drawn from the current board members of
Boeing and one-third of the members will be drawn from the current
McDonnell Douglas board.
While the company expects substantial cost savings, Condit said
there are significant growth opportunities in all three business
segments as well. He said, "The merger strengthens our competitive
position for the Joint Strike Fighter, it improves our position in space
transportation, and it enhances our ability to provide the best products
and services to our airline customers.
"This is great news for the airline industry, for our nation's
defense program, and for space programs worldwide. The strength of our
people, and that of our infrastructure and financial position will
benefit our customers and shareholders, and position us to meet the
global aerospace needs for the 21st century," Condit said.
CS First Boston is representing the Boeing Company, and JP
Morgan has been advising McDonnell Douglas.
