SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant __
[ ]_ Preliminary proxy statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[x] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
McDonnell Douglas Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11 (1)
Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
VOTE YOUR SHARES
Return Ballots by Mail to Have a Say on Merger
If you own McDonnell Douglas stock through either the Employee Savings,
Investment and Thrift Plans (savings plans) or the employee Payroll Stock
Ownership Plan (PAYSOP) and you want to vote on the pending merger with Boeing,
you must complete a voter instruction card.
The card must be signed and mailed to the trustee of those plans in time to be
received by July 22. Teammates or retirees with stock in these plans may attend
the special shareholders meeting July 25 in St. Louis but can vote only by
mailing in signed voter instruction cards.
A card and a business-reply envelope has been mailed with a joint proxy
statement/prospectus to each participant in the savings plans and the PAYSOP.
Participants' votes will be counted differently for the savings plans and the
PAYSOP.
Shares held by employees or retirees, who own stock through the savings plans
and who do not return a signed card in time, will be voted by the plan trustee,
said Judi Kapeller, senior specialist of shareholder services. The trustee's
vote will be cast -- for, against and in abstention -- in the same proportion as
the votes cast by shareholders who return their ballots by the July 22 deadline.
Participant shares in the PAYSOP for which a signed voter instruction card is
not received by the deadline will not be voted. Kapeller cautioned that such
"nonvotes" would actually have the same effect as votes against the merger
proposal because, to be approved, the proposal must receive the affirmative vote
of holders of two-thirds of all outstanding McDonnell Douglas shares. If the
vote is close, the number of unvoted shares could tip the balance, she noted.
Employees or retirees who also own stock through an account with a bank or
broker (a "street" account) or directly in their own names will receive in the
mail separate instructions for voting those shares. A "nonvote" of these shares
also would have the same effect as a vote against the merger proposal.
About 18 percent of McDonnell Douglas shares are owned by teammates, Kapeller
said. More than 80 percent of employees own their stock through the savings
plans and PAYSOP. Historically, less than 26 percent of employees vote their
shares.
Teammates who want to attend the special shareholders' meeting should send a
written request for an admittance ticket to Judi Kapeller at M/C S100-1240.
Include your name, address and employee number. E-mail or fax requests will also
be accepted. The fax number for such requests is (314) 777-1007.
To attend the meeting, retirees should follow the instructions they receive with
their joint proxy statement/prospectus.
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Shares You Own Personally or Through PAYSOP: `If you don't vote, you're voting
no.'
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Shares You Own Through Savings Plans: `If you don't vote, someone else will, in
effect, vote your shares.'
Jim Palmer
Chief Financial Officer
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Savings Plans -- Plans that allow employees to have a percentage of their weekly
pay contributed to the plan and invested into selected fund(s). Participants
with contributions (employee or company match) in Fund D, the McDonnell Douglas
stock fund, are eligible to vote on the merger.
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PAYSOP -- A company-funded McDonnell Douglas stock ownership plan for employees,
which was in effect only from 1983 through 1986.
