Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
FIELDS AIRCRAFT SPARES, INC.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
316572106
(CUSIP Number)
F. Mark Kuhlmann
McDonnell Douglas Corporation
Post Office Box 516
St. Louis, MO 63166-0516
314-232-0232
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
April 4, 1997
(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 4
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CUSIP NUMBER: 316572106 PAGE 2 OF 4 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
- -------------------------------------------------- -----------------------------
Number of 7) Sole Voting Power 564,194**
Shares _____________________________________________________
Beneficially
Owned by 8) Shared Voting Power
Each Reporting _____________________________________________________
Person With
9) Sole Dispositive Power 564,194**
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10) Shared Dispositive Power
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 564,194**
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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) 30.1%**
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<PAGE>
CUSIP NUMBER: 316572106 PAGE 3 OF 4 PAGES
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 previously owned 586,862 shares of Series A Convertible Preferred
Stock (the "Preferred Stock") of Fields Aircraft Spares Incorporated, a
wholly-owned subsidiary of the Issuer. Filer received 25% of the
outstanding common shares of Issuer on a fully diluted basis upon
conversion of the Preferred Stock. As required under certain agreements
with Issuer, this conversion to common shares of the Issuer occurred within
10 days following the date on which the common shares were approved for
quotation on, and were quoted for trading on, the Nasdaq Stock Market as a
SmallCap market security. The numbers shown on lines 7, 9 and 11 represent
the number of common shares in the Issuer the Filer obtained upon
conversion. The percentage ownership on line 13 assumes that none of the
outstanding warrants or options to acquire Issuer's common stock held by
third parties have been exercised by the date of this Schedule 13D
amendment, and is calculated to the best of Filer's knowledge based on the
number of common shares and warrants or options to acquire common shares
outstanding as reported in Issuer's most recently available filings with
the Securities and Exchange Commission.
This Amendment No. 2 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") and Amendment No. 1 thereto, 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. Paragraphs (a) and (b) of Item 5 of the Schedule 13D, "Interest in
Securities of the Issuer," are hereby amended and restated to provide in their
entirety as follows:
(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 NUMBER OF
SHARES OWNED SHARES
PURSUANT TO BENEFICIALLY PERCENTAGE OF
REPORTING PERSON OPTIONS OWNED CLASS
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Filer -0- 564,194* 30.1%*
* As of the date of this Schedule 13D, Filer owns 25% of the outstanding
common shares of Issuer on a fully diluted basis. 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 percentage of class
shown is calculated 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.
<PAGE>
CUSIP NUMBER: 316572106 PAGE 4 OF 4 PAGES
The reporting person filing this Schedule does not comprise a group
with any other person.
(b) Subject to the Voting Agreement filed as Exhibit C to Schedule 13D
and the Securities Exchange Agreement filed as Exhibit E to Schedule 13D, the
Filer has the sole power to vote and/or dispose of 564,194 shares.
2. Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
SIGNATURE
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 7, 1997
McDONNELL DOUGLAS CORPORATION
By: /s/ F. Mark Kuhlmann
--------------------------------
Name: F. Mark Kuhlmann
Title: Senior Vice President
and General Counsel
