As filed with the Securities and Exchange Commission on June 25, 1997
Registration Statement No. 333-________
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
MCDONNELL DOUGLAS CORPORATION
(Exact name of Registrant as specified in its charter),
Maryland No. 43-0400674
(State of incorporation) (I.R.S. Employer Identification No.)
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
F. Mark Kuhlmann
Senior Vice President and General Counsel
McDonnell Douglas Corporation
P.O. Box 516
Mailcode S1001240
St. Louis, Missouri 63166-0516
(314) 232-0232
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
Copy to:
Howard L. Ellin Alan Dean
Skadden, Arps, Slate, Meagher & Flom LLP Davis Polk & Wardwell
919 Third Avenue 450 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 735-2000 (212) 450-4000
-----------
Approximate date of commencement of proposed sale to the public:
from time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. |X|
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_| ______________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Maximum Of- Aggregate Amount of
Title of Shares to be Amount To Be fering Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee (1)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
McDonnell Douglas Common Stock,
par value $1.00 per share
(including the related Stock
Purchase Rights) 3,500,000 $68.625 $240,187,500 $72,784.10
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee under Rule 457(c) upon the basis of the high and low prices of
shares of McDonnell Douglas Corporation Common Stock on the New
York Stock Exchange Composite Transactions Tape on June 23, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
[FLAG]
Information contained in this prospectus supplement is subject to
completion or amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may any offer to buy be accepted prior
to the time the Registration Statement becomes effective. A final
prospectus supplement and prospectus will be delivered to purchasers of
these securities. This prospectus supplement shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
PROSPECTUS SUPPLEMENT
(To Prospectus dated ______ __, 1997)
3,500,000 Shares
MCDONNELL DOUGLAS CORPORATION
Common Stock
(par value $1.00 per share)
All of the shares of Common Stock, par value $1.00 per share (the "Common
Stock"), offered hereby (the "Shares") are being sold by McDonnell Douglas
Corporation ("McDonnell Douglas" or the "Company"). The Common Stock is
traded on the New York Stock Exchange (the "NYSE") and the Pacific Stock
Exchange (the "PSE") under the symbol "MD". On ________ __, 1997, the last
reported sale price of the Common Stock, as reported on the New York Stock
Exchange Composite Transactions Tape, was $[ ] per share.
McDonnell Douglas has entered into an Agreement and Plan of Merger dated as
of December 14, 1996 (the "Merger Agreement") among The Boeing Company
("Boeing"), West Acquisition Corp., a wholly-owned subsidiary of Boeing
("Sub"), and McDonnell Douglas, which provides for the merger of Sub with
and into McDonnell Douglas (the "Merger"), with McDonnell Douglas surviving
as a wholly-owned subsidiary of Boeing. The closing of the sale of Shares
offered hereby is conditioned upon approval of the Merger by the
shareholders of McDonnell Douglas and approval of the issuance of shares of
common stock, par value $5.00 per share of Boeing ("Boeing Common Stock")
pursuant to the Merger in accordance with the terms of the Merger Agreement
(the "Share Issuance") by the shareholders of Boeing. In addition, the
Shares offered hereby will not be issued unless McDonnell Douglas believes
that all of the other conditions to the consummation of the Merger have
been or will be satisfied or waived (where permissible). Subject to the
terms and conditions of the Merger Agreement, each share of Common Stock
outstanding immediately prior to the effective time of the Merger will be
converted into 1.3 shares of Boeing Common Stock. Cash will be paid in lieu
of any fractional shares of Boeing Common Stock. See "THE MERGER" in the
accompanying Prospectus and Section 8, "THE MERGER" in the Joint Proxy
Statement/Prospectus incorporated by reference herein.
See "Risk Factors" on page S-3 for a discussion of certain factors that
should be considered by prospective investors in the Shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ----------------------------------------------------------------------------
Price to Underwriting Proceeds to
Public Discount(1) McDonnell Douglas(2)
- ----------------------------------------------------------------------------
Per Share.............. $_____ $_____ $_____
- ----------------------------------------------------------------------------
Total................... $_____ $_____ $_____
- ----------------------------------------------------------------------------
- -----------------
(1) McDonnell Douglas has agreed to indemnify the Underwriter against
certain liabilities including liabilities under the Securities Act
of 1933. See "UNDERWRITING."
(2) Before deducting expenses payable by McDonnell Douglas, estimated
to be $ .
------------------------
The shares of Common Stock offered hereby are offered by the Underwriter,
subject to prior sale, when, as and if delivered to and accepted by the
Underwriter, and subject to approval of certain legal matters by Davis Polk
& Wardwell, counsel for the Underwriter. It is expected that delivery of
the Shares will be made against payment therefor on or about _________ __,
1997 at the offices of J.P. Morgan Securities Inc., 60 Wall Street, New
York, New York.
J.P. Morgan & Co.
, 1997
TABLE OF CONTENTS
PAGE
PROSPECTUS SUPPLEMENT
Merger Status.....................................................S-2
Risk Factors......................................................S-2
Underwriting .....................................................S-3
Legal Matters.....................................................S-4
PROSPECTUS
Cautionary Statement................................................2
Available Information...............................................2
Incorporation of Certain Documents by Reference.....................3
McDonnell Douglas...................................................4
Boeing..............................................................5
The Merger..........................................................5
Use of Proceeds.....................................................5
Description of Common Stock.........................................5
Plan of Distribution................................................6
Legal Matters.......................................................7
Experts.............................................................7
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE
OF THE COMMON STOCK. SPECIFICALLY, THE UNDERWRITER MAY OVER-ALLOT IN
CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE, SHARES OF THE
COMMON STOCK IN THE OPEN MARKET. FOR A DESCRIPTION OF SUCH ACTIVITIES, SEE
"UNDERWRITING."
------------------------
MERGER STATUS
McDonnell Douglas and Boeing have each scheduled special meetings of their
shareholders for July 25, 1997. At the respective shareholder meetings, the
McDonnell Douglas shareholders will vote on a proposal to approve the
Merger and the Boeing shareholders will vote on a proposal to approve the
Share Issuance. The closing of the sale of the Shares offered hereby is
conditioned upon approval of the Merger by the shareholders of McDonnell
Douglas and approval of the Share Issuance by the shareholders of Boeing.
In addition, the Shares offered hereby will not be issued unless McDonnell
Douglas believes that all of the other conditions to the consummation of
the Merger have been or will be satisfied or waived (where permissible).
See Section 8, "THE MERGER" in the Joint Proxy Statement/Prospectus
incorporated by reference herein. While McDonnell Douglas believes that all
of the conditions to the consummation of the Merger have been or will be
satisfied or waived (where permissible), there can be no assurance that the
Merger will be approved by the shareholders of McDonnell Douglas, that the
Share Issuance will be approved by the shareholders of Boeing or that the
Merger will be consummated. If the Merger were not to be consummated, the
trading price of the Common Stock would likely decline from current levels.
See "RISK FACTORS."
RISK FACTORS
Consummation of the Merger. The offering being made hereby is not
conditioned on the consummation of the Merger. The obligations of Boeing
and McDonnell Douglas to effect the Merger are subject, among other things,
to the fulfillment of certain conditions, including without limitation: (i)
approval of the Merger by the requisite vote of the shareholders of
McDonnell Douglas and approval of the Share Issuance by the requisite vote
of the shareholders of Boeing; (ii) there not having been issued or in
effect any provision of any applicable law or regulation or any executive
order, decree, ruling or injunction prohibiting the consummation of the
Merger substantially on the terms contemplated by the Merger Agreement;
(iii) the expiration or termination of any waiting period applicable to the
consummation of the Merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the obtaining of all other
approvals required to be obtained by McDonnell Douglas and Boeing, except
where the failure to obtain such approvals would not have a Material
Adverse Effect (as defined in Section 4.1 of the Merger Agreement) on
Boeing or McDonnell Douglas, as the case may be; (iv) the effectiveness of
the registration statement of Boeing on Form S-4 registering the shares of
Boeing Common Stock to be issued in the Merger and the absence of a stop
order suspending such effectiveness; (v) the listing on the NYSE, subject
only to official notice of issuance, of the shares of Boeing Common Stock
constituting the Share Issuance; (vi) each of Boeing and McDonnell Douglas
having received a letter of its independent auditors, in form and substance
reasonably satisfactory to it, stating that they concur with management's
conclusion that the Merger will qualify as a transaction to be accounted
for as a pooling of interests; and (vii) McDonnell Douglas and Boeing
having received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP and
Cravath, Swaine & Moore, respectively, relating to certain tax matters.
The approvals mentioned in (iii) above include a review under European
competition law by the Merger Task Force of the European Commission.
Pursuant to procedures and rules normally applicable, review of the Merger
by the European Commission must be completed on or before July 31, 1997. In
order to obtain European antitrust clearance, Boeing and/or McDonnell
Douglas may be required to make certain concessions. See "RISK FACTORS -
Necessity of Receiving Governmental and Regulatory Approvals Prior to the
Merger; Possible Divestitures and Operating Restrictions" and "THE MERGER
- - Governmental and Regulatory Approvals" in the Joint Proxy
Statement/Prospectus incorporated herein by reference. There can be no
assurances that such clearance will be obtained or regarding the extent or
scope of any concessions that may need to be made.
There can be no assurance that the Merger will be consummated. If the
Merger is not consummated, purchasers of the Shares offered hereby will
remain holders of the Common Stock - a security with investment
characteristics that may be significantly different from those of Boeing
Common Stock. Among other things, the trading price of the Common Stock
would likely decline from current levels if the Merger is not consummated.
See Section 5, "RISK FACTORS" in the Joint Proxy Statement/Prospectus
incorporated by reference herein.
UNDERWRITING
Under the terms and subject to the conditions set forth in an Underwriting
Agreement (the "Underwriting Agreement") between McDonnell Douglas and J.P.
Morgan Securities Inc. ("J.P. Morgan" or the "Underwriter"), McDonnell
Douglas has agreed to sell to the Underwriter, and the Underwriter has
agreed to purchase, the Shares.
The Underwriting Agreement provides that the obligation of the Underwriter
to purchase the Shares is subject to the approval of certain legal matters
by its counsel and to certain other conditions. Under the terms and
conditions of the Underwriting Agreement, the Underwriter is obligated to
take and pay for all the Shares, if any are taken.
The Underwriter proposes initially to offer the Shares directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a
concession of $____ per share. The Underwriter may allow, and such dealers
may reallow, a concession not in excess of $____ per share to certain other
dealers. After the Shares are released for sale to the public, the offering
price and such concessions may be changed.
McDonnell Douglas has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1993 (the
"Securities Act").
In connection with this offering, the Underwriter may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriter may over-allot in connection
with the offering, creating a short position. In addition, the Underwriter
may bid for, and purchase, shares of the Common Stock in the open market to
cover short positions or to stabilize the price of the Common Stock.
Finally, the Underwriter may reclaim selling concessions allowed for
distributing the Common Stock in the offering, if the Underwriter
repurchases previously distributed Common Stock in transactions to cover
short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Common Stock
above independent market levels. The Underwriter is not required to engage
in these activities, and may end any of these activities at any time.
J.P. Morgan was retained by McDonnell Douglas as financial advisor in
connection with the proposed Merger. For services rendered, McDonnell
Douglas has paid J.P. Morgan $2,400,000 and, upon consummation of the
Merger will pay J.P. Morgan an additional $15,850,000. McDonnell Douglas
has also agreed to reimburse J.P. Morgan for its reasonable expenses
incurred in connection with its advisory services, including the fees and
disbursements of outside counsel and will indemnify J.P. Morgan against
certain liabilities, including liabilities arising under the federal
securities laws. The Underwriter has provided from time to time, and is
expected to provide in the future, investment banking and other financial
services to McDonnell Douglas and certain of its affiliates have engaged
and may in the future engage in commercial transactions in the ordinary
course of business with McDonnell Douglas. In the ordinary course of
business, affiliates of J.P. Morgan may actively trade the debt and equity
securities of McDonnell Douglas or Boeing for their own accounts or for
accounts of customers and, accordingly, they may at any time hold long or
short positions in such securities.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for McDonnell
Douglas by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland. Certain
legal matters will be passed upon for McDonnell Douglas by F. Mark
Kuhlmann, Senior Vice President and General Counsel of McDonnell Douglas.
Mr. Kuhlmann owns and has other interests in shares of the Common Stock.
See the section entitled "THE MERGER -- Interests of Certain Persons in the
Transaction" in the Joint Proxy Statement/Prospectus incorporated by
reference in the accompanying Prospectus and the section entitled
"Ownership of MDC Stock" in the McDonnell Douglas Proxy Statement
incorporated by reference in the McDonnell Douglas Annual Report on Form
10-K for the year ended December 31, 1996 incorporated by reference in the
accompanying Prospectus. Certain additional legal matters will be passed
upon for McDonnell Douglas by Skadden, Arps, Slate, Meagher & Flom LLP, New
York, New York and for the Underwriters by Davis Polk & Wardwell, New York,
New York. Certain other legal matters will be passed upon by Theodore J.
Collins, Senior Vice President and General Counsel of Boeing. Skadden,
Arps, Slate, Meagher & Flom LLP, Mr. Kuhlmann and Davis Polk & Wardwell
will rely as to certain matters of Maryland law on the opinion of Ballard
Spahr Andrews & Ingersoll.
[FLAG]
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the Registration Statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
Subject to Completion, Dated ,1997
PROSPECTUS
3,500,000 Shares
MCDONNELL DOUGLAS CORPORATION
Common Stock
(par value $1.00 per share)
This Prospectus relates to 3,500,000 shares (the "Shares") of Common Stock,
par value $1.00 per share ("Common Stock"), of McDonnell Douglas
Corporation ("McDonnell Douglas" or the "Company"), which may be offered by
McDonnell Douglas from time to time.
The Shares will be sold through underwriters, brokers, dealers, or agents
or directly by McDonnell Douglas. At the time any particular offer of
Shares is made, if and to the extent required, the specific number of
Shares offered, the offering price, and the other terms of the offering,
including the names of any underwriters, brokers, dealers or agents
involved in the offering and the compensation, if any, of such
underwriters, brokers, dealers or agents will be set forth in a supplement
to this Prospectus (a "Prospectus Supplement"). The net proceeds to
McDonnell Douglas from such sale will also be set forth in the applicable
Prospectus Supplement. Any statement contained in this Prospectus will be
deemed to be modified or superseded by any inconsistent statement contained
in any Prospectus Supplement delivered herewith.
The Shares are listed on the New York Stock Exchange (the "NYSE") and the
Pacific Stock Exchange ("PSE") under the trading symbol "MD."
This Prospectus may not be used to consummate sales of Shares unless
accompanied by a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is _________ __, 1997
CAUTIONARY STATEMENT
When used in this Prospectus or the documents incorporated by reference
herein with respect to McDonnell Douglas, the words "estimate," "project,"
"intend," "expect," "would likely" and similar expressions are intended to
identify forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
the date of this Prospectus. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from
those contemplated in such forward-looking statements. Such risks and
uncertainties include those risks, uncertainties and risk factors
identified under the heading "Forward-Looking Information Is Subject to
Risk and Uncertainty" accompanying "Management's Discussion and Analysis of
Financial Condition and Results of Operations" that is in the McDonnell
Douglas 1996 Annual Report to shareholders and that is incorporated by
reference in the McDonnell Douglas Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and those risks, uncertainties and
risk factors identified in the McDonnell Douglas Current Report on Form 8-K
filed with the Securities and Exchange Commission (the "Commission") on
April 17, 1996. McDonnell Douglas does not undertake any obligation to
publicly release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
When used in this Prospectus or the documents incorporated by reference
herein with respect to The Boeing Company ("Boeing"), the words "estimate,"
"project," "intend," "expect," "would likely" and similar expressions are
intended to identify forward-looking statements. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as of the date of this Prospectus. Such statements are subject to
risks and uncertainties that could cause actual results to differ
materially from those contemplated in such forward-looking statements. Such
risks and uncertainties include those risks, uncertainties and risk factors
identified under the heading "Forward-Looking Information Is Subject to
Risk and Uncertainty" accompanying "Management's Discussion and Analysis of
Results of Operations, Financial Condition and Business Environment" that
is in the Boeing 1996 Annual Report to shareholders and that is
incorporated by reference in the Boeing Annual Report on Form 10-K for the
fiscal year ended December 31, 1996. Boeing does not undertake any
obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
AVAILABLE INFORMATION
McDonnell Douglas is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
may be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following Regional Offices of the
Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington
D.C. 20549, at prescribed rates. The Commission also maintains a World Wide
Web site that contains reports, proxy and information statements, and other
information regarding registrants (including McDonnell Douglas) that file
electronically with the Commission (http://www.sec.gov). The Common Stock
is listed on the NYSE and the PSE and reports, proxy statements and other
information relating to McDonnell Douglas can be inspected at the NYSE, 20
Broad Street, New York, New York 10005 or the PSE, 301 Pine Street, San
Francisco, California 94104.
McDonnell Douglas has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act"), relating to the Shares. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of
the Commission. The Registration Statement and any amendments thereto,
including exhibits filed as a part thereof, are available for inspection
and copying as set forth above.
Boeing is subject to the informational requirements of the Exchange Act and
in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the following Regional Offices
of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material may also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains
a World Wide Web site that contains reports, proxy and information
statements, and other information regarding registrants (including Boeing)
that file electronically with the Commission (http://www.sec.gov). The
common stock, par value $5.00 per share of Boeing ("Boeing Common Stock")
is listed on the NYSE and reports, proxy statements and other information
relating to Boeing can be inspected at the NYSE, 20 Broad Street, New York,
New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by McDonnell Douglas or Boeing
with the Commission pursuant to the Exchange Act are incorporated by
reference in this Prospectus:
(1) the Boeing and McDonnell Douglas Joint Proxy
Statement/Prospectus dated June 20, 1997 (the "Joint Proxy
Statement/Prospectus") (other than the information contained under the
captions "BOEING SPECIAL MEETING" and "MCDONNELL DOUGLAS SPECIAL MEETING");
(2) the McDonnell Douglas Proxy Statement on Schedule 14A dated
March 17, 1997 (File No. 1-3685);
(3) the McDonnell Douglas Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 1-3685);
(4) the McDonnell Douglas Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 (File No. 1-3685);
(5) the description of the Common Stock contained in McDonnell
Douglas' Registration Statement on Form 10 filed under the Exchange Act, as
amended under cover of Form 8 on March 10, 1981 (File No. 1-3685), and as
supplemented by the description of such Common Stock contained under the
following captions: (i) "Proposal to Amend MDC's Charter" in the McDonnell
Douglas proxy statement dated March 20, 1984, (ii) "Proposal to Amend
Indemnification Bylaw" in the McDonnell Douglas proxy statement dated March
20, 1985, (iii) "Proposal to Amend Article Fifth of MDC's Charter to
Classify the Board of Directors with Staggered Terms of Office and Certain
Other Matters" in the McDonnell Douglas proxy statement dated March 24,
1986, (iv) "Amendment of MDC's Charter to Reduce the Shareholder Vote
Required for Certain Amendments to the Charter from Two-Thirds Majority to
a Majority of the Outstanding Shares Entitled to Vote" in the McDonnell
Douglas proxy statement dated March 17, 1987, and (v) "Amendment of MDC's
Charter to Limit Directors' and Officers' Liability" in the McDonnell
Douglas proxy statement dated March 21, 1988;
(6) the description of the McDonnell Douglas Preferred Stock
Purchase Rights contained in the McDonnell Douglas Registration Statement
on Form 8-A filed under the Exchange Act on August 6, 1990 (File No.
1-10592), as supplemented by the description of the Amended and Restated
Rights Agreement in the McDonnell Douglas Current Report on Form 8-K filed
with the Commission on June 3, 1996;
(7) the Boeing Proxy Statement on Schedule 14A dated March 10, 1997
(File No. 1-442);
(8) the Boeing Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-442);
(9) the Boeing Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (File No. 1-442);
(10) the Boeing Registration Statement on Form 10 (Registration No.
1-442) with respect to Boeing Common Stock and filed with the Commission on
April 20, 1935, under Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such registration;
and
(11) the description of the rights to purchase shares of Boeing's
Series A Junior Participating Preferred Stock, without par value, contained
in the Boeing Registration Statement on Form 8-A dated July 30, 1987 (File
No. 1-442). Boeing's stockholder rights plan (the "Boeing Rights Plan")
expires on August 7, 1997, and the Board of Directors of Boeing has stated
that it currently intends to permit the Boeing Rights Plan to expire in
accordance with its terms and not to replace it.
All documents filed by McDonnell Douglas and Boeing pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Shares
hereunder shall be deemed to be incorporated by reference herein and to be
part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a
statement contained herein (or in an applicable Prospectus Supplement) or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus or any
Prospectus Supplement. All information appearing in this Prospectus is
qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference, except to the extent set forth in the immediately preceding
statement.
McDonnell Douglas and Boeing will provide a copy of any or all documents
which have been or may be incorporated by reference in this Prospectus
(exclusive of exhibits unless such exhibits are specifically incorporated
by reference therein) without charge to each person to whom this Prospectus
is delivered, upon written or oral request to, in the case of documents
relating to McDonnell Douglas, McDonnell Douglas Corporation, Attn:
Shareholder Services, Mail Code S1001240, P.O. Box 516, St. Louis, Missouri
63166-0516, telephone (314) 232-6283 and, in the case of documents
relating to Boeing, Data Shipping Department, The Boeing Company, P.O. Box
3707, Mail Stop 3T-33, Seattle, Washington 98124-2207, telephone (206) 393-
4964.
MCDONNELL DOUGLAS
McDonnell Douglas is principally engaged in the research, development and
manufacturing of aerospace, commercial and military avionics, and defense
electronics products. McDonnell Douglas, its divisions and its subsidiaries
operate principally in four industry segments: military aircraft; missiles,
space, and electronic systems; commercial aircraft; and financial services
and other. The military aircraft segment accounted for 57%, the missiles,
space, and electronic systems segment 16%, the commercial aircraft segment
24%, and the financial services and other segment 3%, in each case, of
operating revenues for the year ended December 31, 1996. Operations in the
first two industry segments are conducted primarily by McDonnell Douglas
Aerospace and by Military Transport Aircraft, unincorporated operating
divisions of McDonnell Douglas, which are engaged in design, development,
production, and support of military transport aircraft, attack and fighter
aircraft and training systems, military and commercial helicopters and
ordnance, tactical missiles, satellite launching vehicles, space station
design and development and space station shuttle payload integration, and
defense electronic components and systems. Operations in the commercial
aircraft segment are conducted by Douglas Aircraft Company ("DAC"), an
unincorporated operating division of McDonnell Douglas, which designs,
develops, produces, modifies and sells commercial transport aircraft and
related spare parts and support services. Through its McDonnell Douglas
Financial Services Corporation subsidiary, McDonnell Douglas is engaged in
aircraft financing and commercial equipment leasing. McDonnell Douglas'
subsidiary, McDonnell Douglas Realty Company, is a full-service developer
and property manager in the commercial real estate market as well as for
McDonnell Douglas' aerospace business. The mailing address of the principal
executive offices of McDonnell Douglas is Post Office Box 516, St. Louis,
Missouri, 63166-0516; its telephone number is (314) 232-0232. McDonnell
Douglas was incorporated in Maryland in 1939 under the name McDonnell
Aircraft Corporation. On April 19, 1967, its shareholders approved the
merger with DAC and the name of the corporation was changed to McDonnell
Douglas Corporation.
BOEING
Boeing is one of the world's major aerospace firms. Boeing operates in two
principal industries: commercial aircraft, and defense and space.
Commercial aircraft operations -- conducted through Boeing Commercial
Airplane Group -- involve development, production and marketing of
commercial jet aircraft and providing related support services to the
commercial airline industry worldwide. Defense and space operations --
conducted through Boeing Defense & Space Group --- involve research,
development, production, modification and support of military aircraft and
helicopters and related systems, space and missile systems, rocket engines,
and information services, primarily through U.S. government contracts.
Approximately 75% of Boeing's 1996 revenues were attributable to the
commercial aircraft segment, and 25% were attributable to the defense and
space segment. The mailing address and telephone number of the principal
executive offices of Boeing are 7755 East Marginal Way South, Seattle,
Washington 98108 and (206) 655-2121. Boeing was originally incorporated in
Washington in 1916 and was reincorporated in Delaware in 1934.
THE MERGER
McDonnell Douglas has entered into an Agreement and Plan of Merger dated as
of December 14, 1996 (the "Merger Agreement") among Boeing, West
Acquisition Corp., a wholly-owned subsidiary of Boeing ("Sub"), and
McDonnell Douglas, which provides for the merger of Sub with and into
McDonnell Douglas (the "Merger"), with McDonnell Douglas surviving as a
wholly-owned subsidiary of Boeing. The closing of the sale of Shares
offered hereby is conditioned upon approval of the Merger by the
shareholders of McDonnell Douglas and approval of the Share Issuance by the
shareholders of Boeing. In addition, the Shares offered hereby will not be
issued unless McDonnell Douglas believes that all of the other conditions
to the consummation of the Merger have been or will be satisfied or waived
(where permissible). If, however, the Merger is not consummated,
purchasers of the Shares offered hereby will remain holders of the Common
Stock. The Shares offered hereby will be issued after the record date for
determining the holders of shares of Common Stock entitled to vote at the
special meeting of McDonnell Douglas shareholders called to approve the
Merger. As a result, the Shares offered hereby will not be entitled to vote
at the special meeting. Subject to the terms and conditions of the Merger
Agreement, each share of Common Stock will be converted into 1.3 shares of
Boeing Common Stock. Cash will be paid in lieu of any fractional share of
Boeing Common Stock. See Section 8, "THE MERGER" in the Joint Proxy
Statement/Prospectus incorporated by reference herein.
Subject to shareholder approval and the other conditions specified in the
Merger Agreement, it is presently anticipated that the Merger will be
consummated on August 1, 1997. Either Boeing or McDonnell Douglas may
terminate the Merger Agreement if the Merger shall not have been
consummated on or before December 31, 1997.
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement,
McDonnell Douglas intends to use the net proceeds from the sale of the
Shares for general corporate purposes. If the Merger is consummated, the
net proceeds from the sale of the Shares may be used for general corporate
purposes of Boeing. The principal reason for the offering is to facilitate
the treatment of the Merger as a pooling of interests.
DESCRIPTION OF THE COMMON STOCK
The description of the Common Stock set forth below does not purport to be
complete and is qualified in its entirety by reference to McDonnell
Douglas' Articles of Amendment and Restatement of the Charter of McDonnell
Douglas (the "McDonnell Douglas Charter").
McDonnell Douglas is authorized to issue 10,000,000 shares of Preferred
Stock, par value $1.00 per share (the "Preferred Stock"), 1,000,000 shares
of which are classified as Series A Junior Participating Preferred Stock,
and 400,000,000 shares of the Common Stock.
The McDonnell Douglas Board of Directors (the "Board of Directors") may
provide for the issuance of Preferred Stock in one or more series and, to
the extent permitted by law, may establish different preferences, rights,
restrictions (including restrictions on transferability) and qualification
for each series.
No shares of Preferred Stock are issued and outstanding. The 1,000,000
shares of Series A Junior Participating Preferred Stock are reserved for
issuance upon exercise of the preferred stock purchase rights (the
"Rights") issued pursuant to the Rights Agreement dated as of August 2,
1990, amended as of January 3, 1995 and amended and restated as of May 31,
1996 (the "Rights Agreement"), between McDonnell Douglas and First Chicago
Trust Company of New York. The Shares will have Rights attached thereto.
However, McDonnell Douglas has agreed in the Merger Agreement that it will
amend the Rights Agreement such that the "Final Expiration Date" (as
defined in the Rights Agreement) shall occur immediately prior to the
consummation of the Merger.
The Common Stock (i) subject to the preferences and rights of the Preferred
Stock, is entitled to dividends and other distributions authorized thereon
by the Board of Directors, (ii) is entitled to receive any balance
remaining in case of dissolution, liquidation or winding up of McDonnell
Douglas after satisfying the prior rights of creditors and all series of
Preferred Stock, and (iii) is entitled to the exclusive voting power for
the election of directors and for all other corporate purposes, except as
the Board of Directors may have established in respect of one or more
series of Preferred Stock at the time outstanding. The Board of Directors
is divided into three classes, each of which is composed as nearly as
possible of one-third of the directors. Holders of the Common Stock (i) are
entitled to one vote per share on all matters submitted to a vote of
shareholders and (ii) have no preemptive rights or cumulative voting
rights. See Section 12, "COMPARISON OF THE RIGHTS OF HOLDERS OF BOEING
COMMON STOCK AND MCDONNELL DOUGLAS COMMON STOCK" in the Joint Proxy
Statement/Prospectus incorporated by reference herein.
PLAN OF DISTRIBUTION
McDonnell Douglas may sell the Shares being offered hereby, to or through
underwriters or dealers, directly to other purchasers, or through agents.
The Prospectus Supplement with respect to the Shares will set forth the
terms of the offering of the Shares, including the name or names of any
underwriters, dealers or agents, the price of the offered Shares and the
net proceeds to McDonnell Douglas from such sale, any underwriting
discounts or other items constituting underwriters' compensation, any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which the Shares may be listed.
If underwriters are used in the sale, the Shares will be acquired by the
underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed
public price or at varying prices determined at the time of sale. The
underwriter or underwriters with respect to a particular underwritten
offering of Shares will be named in the Prospectus Supplement relating to
such offering, and if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters or agents to purchase the
Shares will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Shares if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If a dealer is utilized in the sale of any Shares in respect of which this
Prospectus is delivered, McDonnell Douglas will sell such Shares to the
dealer, as principal. The dealer may then resell such Shares to the public
at varying prices to be determined by such dealer at the time of resale.
The name of the dealer and the terms of the transaction will be set forth
in the Prospectus Supplement relating thereto.
Shares may be sold directly by McDonnell Douglas to one or more
institutional purchasers, or through agents designated by McDonnell Douglas
from time to time, at a fixed price, or prices, which may be changed, or at
varying prices determined at time of sale. Any agent involved in the offer
or sale of the Shares will be named, and any commissions payable by
McDonnell Douglas to such agent will be set forth, in the Prospectus
Supplement relating thereto. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.
In connection with the sale of the Shares, underwriters, agents or dealers
may receive compensation from McDonnell Douglas or from purchasers of
Shares for whom they may act as agents in the form of discounts,
concessions, or commissions. Underwriters, agents, and dealers
participating in the distribution of the Shares may be deemed to be
underwriters, and any discounts or commissions received by them from
McDonnell Douglas and any profit on the resale of the Shares by them may be
deemed to be underwriting discounts or commissions under the Securities
Act.
Agents, dealers, and underwriters may be entitled under agreements entered
into with McDonnell Douglas to indemnification by McDonnell Douglas against
certain civil liabilities, including liabilities under the Securities Act,
or to contribution with respect to payments that such agents, dealers, or
underwriters may be required to make with respect thereto. Underwriters,
dealers, or agents and their associates may be customers of, engage in
transactions with and perform services for, McDonnell Douglas in the
ordinary course of business.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for McDonnell
Douglas by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland.
EXPERTS
The consolidated financial statements and related financial statement
schedule incorporated in this Registration Statement by reference to The
Boeing Company Annual Report on Form 10-K for the year ended December 31,
1996 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are also incorporated by reference herein
and have been incorporated by reference in the Registration Statement in
reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
The consolidated financial statements and schedule of McDonnell Douglas
incorporated by reference in McDonnell Douglas' Annual Report on Form 10-K
for the year ended December 31, 1996 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report incorporated
therein by reference and incorporated herein by reference, such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses to be incurred in connection with the
issuance and distribution of the Common Stock covered by this Registration
Statement are as follows:
Securities and Exchange Commission
registration fee (actual)..............................$72,784
Stock Exchange Listing Fees..............................$12,250
Legal fees and expenses..................................$50,000
Accountants' fees and expenses...........................$10,000
Miscellaneous ....................................$10,000
--------
Total ...................................$155,034
========
Item 15. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law (the
"MGCL") requires a Maryland corporation (unless its charter provides
otherwise, which McDonnell Douglas' charter does not) to indemnify an
officer or director who has been successful, on the merits or otherwise, in
the defense of any proceeding to which he is made a party by reason of his
service in that capacity. Section 2-418 permits a Maryland corporation to
indemnify its present and former officers and directors, among others,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they
may be made a party by reason of their service in those or other capacities
unless it is established that (i) the act or omission of the officer or
director was material to the matters giving rise to the proceeding and
either was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the officer or director actually received an
improper personal benefit in money, property or services; or (iii) in the
case of any criminal proceeding, the officer or director had reasonable
cause to believe that the act or omission was unlawful. However, if the
proceeding is one by or in the right of the corporation or if the
proceeding results in a judgment of liability based on the improper receipt
of a personal benefit, indemnification may not be made in respect of any
proceeding in which the officer or director shall have been adjudged liable
to the corporation unless ordered by a court and then only for expenses. In
addition, the MGCL permits a corporation to advance reasonable expenses to
a director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his good faith belief that he has
met the standard of conduct necessary for indemnification by the
corporation and (b) a written statement by or on his behalf to repay the
amount paid or reimbursed by the corporation if it shall ultimately be
determined that the standard of conduct was not met.
Whether an officer or a director has met the required
standard of conduct must be determined by a majority vote of a quorum
consisting of directors not parties to the proceeding, or, in the absence
of such a quorum, by a majority vote of a committee of directors not
parties to the proceeding, or by special legal counsel selected by majority
vote of a quorum of directors not parties to the proceeding or a committee
of directors not parties to the proceeding, or by the shareholders of the
corporation. The termination of a proceeding by judgment, order or
settlement does not create a presumption that the officer or director did
not meet the requisite standard of conduct. The termination of a proceeding
by conviction, or a plea of nolo contendere or its equivalent, or any entry
of an order of probation prior to judgment creates a rebuttable presumption
that the officer or director did not meet the requisite standard of
conduct.
The McDonnell Douglas Bylaws provide that McDonnell Douglas
shall indemnify, and advance expenses to, former and current directors in
connection with any threatened, pending or completed action, suit or
proceeding arising out of such person's service to McDonnell Douglas except
with respect to any action, suit or proceeding brought by such person
against McDonnell Douglas or to the extent such indemnification is
expressly prohibited by the MGCL. The McDonnell Douglas Bylaws further
provide that McDonnell Douglas shall provide indemnification as required by
law and may, as authorized at any time by general or specific action of the
Board of Directors, provide further indemnification and advance expenses,
to officers and other persons who serve or have served McDonnell Douglas in
connection with any threatened, pending or completed action, suit or
proceeding arising out of such persons' service to McDonnell Douglas except
with respect to any action, suit or proceeding brought by such person
against McDonnell Douglas or to the extent such indemnification is
expressly prohibited by the MGCL.
Moreover, certain directors and officers of McDonnell
Douglas have indemnification agreements with McDonnell Douglas
("Indemnification Agreements"), which provide in substance that, subject to
the provisions of the MGCL, McDonnell Douglas will indemnify, and advance
expenses to, such directors and officers if, by reason of their status as a
director or officer of McDonnell Douglas, they are made a party to any
threatened or pending proceeding. The respective Indemnification Agreements
and the obligations contained therein shall continue in effect during each
director's tenure as a member of the Board of Directors or officer's
employment period and shall continue thereafter so long as such director or
officer shall be subject to such proceedings.
As authorized by Section 2-418 of the MGCL and by a
resolution of the Board of Directors, McDonnell Douglas has purchased and
maintains at its expense, on behalf of directors and officers, insurance,
within certain limits, covering liabilities which may be incurred by them
in such capacities.
Boeing and Sub have agreed that all rights to exculpation
and indemnification for acts or omissions occurring prior to the effective
time of the Merger now existing in favor of the current or former directors
or officers (the "Indemnified Parties") of McDonnell Douglas as provided in
its charter or Bylaws or in any agreement will survive the Merger and shall
continue in full force and effect in accordance with their terms. Boeing
has agreed that, for six years from the Effective Time, it will indemnify
the Indemnified Parties to the same extent as such Indemnified Parties are
entitled to indemnification pursuant to the preceding sentence.
Boeing has also agreed that, for six years from the effective time of the
Merger, it will maintain in effect McDonnell Douglas' current directors'
and officers' liability insurance covering those persons who are currently
covered by McDonnell Douglas' directors' and officers' liability insurance
policy; provided, however, that in no event will Boeing be required to
expend in any one year an amount in excess of 200% of the annual premiums
currently paid by McDonnell Douglas for such insurance; and provided
further, however, that if the annual premiums of such insurance coverage
exceed such amount, Boeing will be obligated to obtain a policy with the
greatest coverage available for a cost not exceeding such amount.
Item 16. List of Exhibits.
1 Form of Underwriting Agreement.
2 Agreement and Plan of Merger among The Boeing Company, West
Acquisition Corp. and McDonnell Douglas Corporation, dated
as of December 14, 1996 (incorporated by reference to
Exhibit 2 to McDonnell Douglas' Annual Report on Form 10-K
for the year ended December 31, 1996)
4(a) Articles of Amendment and Restatement of McDonnell Douglas'
Charter, as filed May 8, 1996 (incorporated by reference to
Exhibit 3(a) to McDonnell Douglas' Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1996)
4(b) Bylaws of McDonnell Douglas, as amended October 25, 1996
(incorporated by reference to Exhibit 3(b) to McDonnell
Douglas' Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996)
4(c) Amended and Restated Rights Agreement, dated as of May 31,
1996 between McDonnell Douglas Corporation and First
Chicago Trust Company of New York, which includes the form
of Articles Supplementary for Series A Junior Participating
Preferred Stock as Exhibit A, the form of Right Certificate
as Exhibit B and the Summary of Preferred Stock Purchase
Rights as Exhibit C (incorporated by reference to Exhibit 4
to McDonnell Douglas' Current Report on Form 8-K, filed
with the Commission on June 3, 1996).
5 Opinion of Ballard Spahr Andrews & Ingersoll as to the
validity of the Shares
23(a)* Consent of Ernst & Young LLP, Independent Auditors
23(b)* Consent of Deloitte & Touche LLP, Independent Auditors
23(c) Consent of Ballard Spahr Andrews & Ingersoll (included as
part of Exhibit 5)
24* Power of Attorney, from each of the following persons,
authorizing each of F. Mark Kuhlmann and Steven N. Frank to
sign McDonnell Douglas' Registration Statement on Form S-3
as their attorney-in-fact: Harry C. Stonecipher, James F.
Palmer, Mark N. Schroeder, John H. Biggs, B.A. Bridgewater,
Jr., Beverly B. Byron, William E. Cornelius, William H.
Danforth, M.D., Kenneth M. Duberstein, James S. McDonnell,
III, John F. McDonnell, George A. Schaefer, Ronald L.
Thompson, and P. Roy Vagelos, M.D.
- -----------
*Filed herewith.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (l)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by McDonnell Douglas
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) that, for purposes of determining any liability under
the Securities Act, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual reports
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) that, for purposes of determining any liability under
the Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(6) that, for the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described above in
Item 15, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis and State of Missouri
on the 25th day of June, 1997.
MCDONNELL DOUGLAS CORPORATION
By: /s/ F. Mark Kuhlmann
F. Mark Kuhlmann
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons
on June 25, 1997 in the capacities indicated:
Signature Title
* President and Chief Executive
_______________________________ Officer (principal executive
Harry C. Stonecipher officer) and Director
* Senior Vice President and Chief
_______________________________ Financial Officer (principal
James F. Palmer financial officer)
* Vice President and Controller
_______________________________ (principal accounting officer)
Mark N. Schroeder
* Director
________________________________
John H. Biggs
* Director
________________________________
B.A. Bridgewater, Jr.
* Director
________________________________
Beverly B. Byron
* Director
________________________________
William E. Cornelius
* Director
_________________________________
William H. Danforth, M.D.
* Director
__________________________________
Kenneth M. Duberstein
__________________________________ Director
William S. Kanaga
* Director
__________________________________
James S. McDonnell, III
* Director, Chairman of the Board
___________________________________
John F. McDonnell
* Director
___________________________________
George A. Schaefer
* Director
___________________________________
Ronald L. Thompson
* Director
____________________________________
P. Roy Vagelos, M.D.
* F. Mark Kuhlmann, by signing his name hereto, does hereby execute this
Registration Statement on behalf of the directors and officers of the
Registrant indicated above by asterisks, pursuant to powers of attorney
duly executed by such directors and officers and filed as an exhibit to the
Registration Statement.
By: /s/ F. Mark Kuhlmann
____________________________
F. Mark Kuhlmann
Attorney-in-fact
EXHIBIT INDEX
Exhibits
1 Form of Underwriting Agreement.
2 Agreement and Plan of Merger among The Boeing Company, West
Acquisition Corp. and McDonnell Douglas Corporation, dated
as of December 14, 1996 (incorporated by reference to
Exhibit 2 to McDonnell Douglas' Annual Report on Form 10-K
for the year ended December 31, 1996)
4(a) Articles of Amendment and Restatement of McDonnell Douglas'
Charter, as filed May 8, 1996 (incorporated by reference
to Exhibit 3(a) to McDonnell Douglas' Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1996)
4(b) Bylaws of McDonnell Douglas, as amended October 25, 1996
(incorporated by reference to Exhibit 3(b) to McDonnell
Douglas' Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996)
4(c) Amended and Restated Rights Agreement, dated as of May 31,
1996 between McDonnell Douglas Corporation and First Chicago
Trust Company of New York, which includes the form of
Articles Supplementary for Series A Junior Participating
Preferred Stock as Exhibit A, the form of Right Certificate
as Exhibit B and the Summary of Preferred Stock Purchase
Rights as Exhibit C (incorporated by reference to Exhibit 4
to McDonnell Douglas' Current Report on Form 8-K, filed with
the Commission on June 3, 1996).
5 Opinion of Ballard Spahr Andrews & Ingersoll as to the
validity of the Shares
23(a)* Consent of Ernst & Young LLP, Independent Auditors
23(b)* Consent of Deloitte & Touche LLP, Independent Auditors
23(c) Consent of Ballard Spahr Andrews & Ingersoll (included as
part of Exhibit 5)
24* Power of Attorney, from each of the following persons,
authorizing each of F. Mark Kuhlmann and Steven N. Frank to
sign McDonnell Douglas' Registration Statement on Form S-3
as their attorney-in-fact: Harry C. Stonecipher, James F.
Palmer, Mark N. Schroeder, John H. Biggs, B.A. Bridgewater,
Jr., Beverly B. Byron, William E. Cornelius, William H.
Danforth, M.D., Kenneth M. Duberstein, James S. McDonnell,
III, John F. McDonnell, George A. Schaefer, Ronald L.
Thompson, and P. Roy Vagelos, M.D.
- --------------
*Filed herewith.
Exhibit 23(a)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of McDonnell
Douglas Corporation for the registration of its common stock and to the
incorporation by reference therein of our reports dated January 22, 1997,
with respect to the consolidated financial statements of McDonnell Douglas
Corporation incorporated by reference in its Annual Reports (Form 10-K) for
the year ended December 31, 1996 and the related financial statement
schedule included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young, LLP
St. Louis, Missouri
June 23, 1997
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of McDonnell Douglas Corporation on Form S-3 of our reports dated January
23, 1997, appearing in and incorporated by reference in the Annual Report
on Form 10-K of The Boeing Company for the year ended December 31, 1996 and
to the reference to us under the heading "Experts" in this Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
June 23, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of F. Mark Kuhlmann
and Steven N. Frank, or either of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any
and all capacities, in connection with the McDonnell Douglas Corporation's
Registration Statement on Form S-3 under the Securities Act of 1933,
including, without limiting the generality of the foregoing, to sign the
Registration Statement in the name and on behalf of the McDonnell Douglas
Corporation or on behalf of the undersigned as a director or officer of the
McDonnell Douglas Corporation, and any and all amendments or supplements to
the Registration Statement, including any and all stickers and
post-effective amendments to the Registration Statement, and to sign any
and all additional registration statements relating to the same offering of
securities as the Registration Statement that are filed pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange
or securities self-regulatory body, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed these
presents on the date indicated adjacent to his or her signature.
Signature Title Date
/s/ Harry C. Stonecipher President and Chief Executive 4-25-97
Harry C. Stonecipher Officer (principal executive
officer) and Director
/s/ James F. Palmer Senior Vice President and 6-9-97
James F. Palmer Chief Financial Officer
(principal financial officer)
/s/ Mark N. Schroeder Vice President and Controller 6-9-97
Mark N. Schroeder (principal accounting officer)
/s/ John H. Biggs Director 4-25-97
John H. Biggs
/s/ B.A. Bridgewater, Jr. Director 4-25-97
B.A. Bridgewater, Jr.
/s/ Beverly B. Byron Director 4-25-97
Beverly B. Byron
/s/ William E. Cornelius Director 4-25-97
William E. Cornelius
/s/ William H. Danforth, M.D. Director 4-25-97
William H. Danforth, M.D.
/s/ Kenneth M. Duberstein Director 4-25-97
Kenneth M. Duberstein
___________________ Director _______
William S. Kanaga
/s/ James S. McDonnell, III Director 4-25-97
James S. McDonnell, III
/s/ John F. McDonnell Director, Chairman of the Board 4-25-97
John F. McDonnell
/s/ George A. Schaefer Director 4-25-97
George A. Schaefer
/s/ Ronald L. Thompson Director 4-25-97
Ronald L. Thompson
/s/ P. Roy Vagelos, M.D. Director 4-25-97
P. Roy Vagelos, M.D.
