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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
Date of Report (Date of earliest event reported): August 1, 1997
MCDONNELL DOUGLAS CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 1-3685 43-0400674
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 516
St. Louis, Missouri 63166-0516
(address of principal executive offices)
Registrant's telephone number, including area code: (314) 232-0232
N/A
(Former name or former address, if changed since last report)
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ITEM 1.CHANGES IN CONTROL OF REGISTRANT
At 12:01 a.m. (Eastern Daylight Time) on August 1, 1997,
pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated as of December 14, 1996, among The Boeing Company, a Delaware
corporation ("Boeing"), West Acquisition Corp., a Maryland corporation
and wholly owned subsidiary of Boeing ("West"), and McDonnell Douglas
Corporation, a Maryland corporation ("McDonnell Douglas"), West merged
with and into McDonnell Douglas (the "Merger"). As a result of the
Merger, McDonnell Douglas became a wholly owned subsidiary of Boeing.
Each share of common stock, par value $1.00 per share, of
McDonnell Douglas ("McDonnell Douglas Common Stock") issued and
outstanding immediately prior to the Merger was converted in the
Merger into 1.3 shares of common stock, par value $5.00 per share, of
Boeing. Cash will be paid in lieu of fractional shares.
BankBoston, N.A. has been retained by Boeing to serve as the
Exchange Agent. As soon as reasonably practicable, Boeing will cause
the Exchange Agent to mail or deliver a letter of transmittal to each
person who was a holder of record of McDonnell Douglas Common Stock at
the effective time of the Merger. The letter of transmittal will
contain instructions for use in effecting the surrender of
certificates formerly representing shares of McDonnell Douglas Common
Stock in exchange for the certificates representing Boeing Common
Stock and cash in lieu of fractional shares that such holder has the
right to receive.
A copy of the press release issued by Boeing on July 31,
1997 with respect to effectiveness of the Merger is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
As of August 1, 1997, Boeing Chairman Emeritus Frank Shrontz
and Harold J. Haynes retired from the Boeing Board of Directors and
John H. Biggs, Kenneth M. Duberstein, John F. McDonnell and Harry C.
Stonecipher, who had previously served on the McDonnell Douglas Board
of Directors, were elected to the Boeing Board of Directors, thereby
fulfilling the Merger Agreement requirement that a number of former
McDonnell Douglas directors constituting one-third of the total number
of members of the Boeing Board immediately after the Effective Time be
elected to the Boeing Board. Pursuant to the Merger Agreement, Harry
C. Stonecipher was elected President and Chief Operating Officer of
Boeing as of August 1, 1997.
A copy of the press release issued by Boeing on August 1,
1997 with respect to the new board of directors is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
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EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of December 14, 1996, among
The Boeing Company, West Acquisition Corp. and McDonnell Douglas
Corporation filed as Exhibit 2.2 to the Registration Statement on Form
S-4 of The Boeing Company (file number 333-29683) is hereby
incorporated by reference.
99.1 Press Release issued by The Boeing Company on July 31, 1997.
99.2 Press Release issued by The Boeing Company on August 1, 1997.
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SIGNATURE
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.
Date: August 13, 1997 MCDONNELL DOUGLAS CORPORATION
By:/s/ Steven N. Frank
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Name: Steven N. Frank
Title: Vice President,
Associate General Counsel
and Secretary
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EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of December 14, 1996, among
The Boeing Company, West Acquisition Corp. and McDonnell Douglas
Corporation filed as Exhibit 2.2 to the Registration Statement on Form
S-4 of the Boeing Company (file number 333-29683) is hereby
incorporated by reference.
99.1 Press Release issued by The Boeing Company on July 31, 1997.
99.2 Press Release issued by The Boeing Company on August 1, 1997.
Exhibit 99.1
BOEING COMPLETES MCDONNELL DOUGLAS MERGER
SEATTLE, July 31, 1997 - The Boeing Company today announced that
appropriate merger filings have been submitted to the State of Maryland and
that the merger of Boeing and McDonnell Douglas will become effective at
12:01 a.m. (Eastern Daylight Time) on Aug. 1, 1997. Value of the
transaction is $16.3 billion.
McDonnell Douglas stock ceased to be traded on the New York Stock
Exchange at the close of business today.
Each shareholder of McDonnell Douglas will receive 1.3 shares of
Boeing common stock for each share of McDonnell Douglas common stock,
except that cash will be paid in lieu of fractional shares of Boeing stock.
McDonnell Douglas shareholders who hold their own stock
certificates will receive notice in the mail regarding the process to
exchange their shares for Boeing shares.
McDonnell Douglas shareholders whose certificates are held by
brokers will receive the exchange of shares through their broker.
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CONTACT:
Sherry Nebel (206) 655-6123
http://www.boeing.com
http://www.boeingmedia.com
Exhibit 99.2
BOARD OF DIRECTORS FOR "NEW" BOEING COMPANY ANNOUNCED
SEATTLE (Aug. 1, 1997) - With the merger of The Boeing Company
and McDonnell Douglas Corp. now completed, Boeing Chairman and Chief
Executive Officer Phil Condit today announced that the board of directors
of the newly merged company will be:
o John H. Biggs, Chairman and Chief Executive, Teachers
Insurance and Annuity Association-College Retirement
Equities Fund
o John E. Bryson, Chairman and Chief Executive, Edison
International and Southern California Edison Company
o Philip M. Condit, Chairman of the Board and Chief Executive
Officer, The Boeing Company
o Kenneth M. Duberstein, Chairman and Chief Executive, The
Duberstein Group
o John B. Fery, Retired Chairman and Chief Executive, Boise
Cascade Corp.
o Paul E. Gray, Chairman of the Corporation, Massachusetts
Institute of Technology
o John F. McDonnell, Retired Chairman, McDonnell Douglas Corp.
o Donald E. Petersen, Retired Chairman and Chief Executive,
Ford Motor Company
o Charles M. Pigott, Chairman Emeritus, PACCAR Inc.
o Rozanne L. Ridgway, Former Assistant Secretary of State for
Europe and Canada
o Harry C. Stonecipher, President and Chief Operating Officer,
The Boeing Company
o George H. Weyerhaeuser, Chairman, Weyerhaeuser Company
Biggs, Duberstein, McDonnell and Stonecipher previously served on
the McDonnell Douglas board of directors.
"The board brings to the new Boeing Company experience and
leadership in a wide variety of fields," said Condit. "As we enter this
exciting new era as the largest aerospace company in the world, I am
grateful to have the help of this very strong group."
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2 Retiring from the Boeing Board, effective Aug. 1, are Boeing
Chairman Emeritus Frank Shrontz and Harold J. Haynes, retired chairman and
chief executive officer of Chevron Corp.
Condit also reported that, in keeping with previously announced
merger plans, Harry C. Stonecipher was elected president and chief
operating officer of The Boeing Company.
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C1556
Contact: Sherry Nebel (206) 655-6123
http://www.boeing.com
http://www.boeingmedia.com
