United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q/A
|X| Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1997
OR
|_| Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________ to _________________
BOEING CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2564584 0-10795
(State or other jurisdiction of (I.R.S. Employer (Commission File No.)
Incorporation or Organization) Identification No.)
4060 Lakewood Boulevard, 6th Floor o Long Beach, California 90808-1700
(Address of principal executive offices)
(562) 627-3000
(Registrant's telephone number, including area code)
McDonnell Douglas Finance Corporation
(Former name if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes |X| No |_|
Common shares outstanding at August 14, 1997: 50,000 shares
Registrant meets the conditions set forth in General Instruction H(1)(a) and (b)
to Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
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, its principal financial officer and by its principal accounting
officer, thereunto duly authorized.
Boeing Capital Corporation
August 14, 1997 /s/ STEVEN W. VOGEDING
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Steven W. Vogeding
Vice President and Chief Financial
Officer (Principal Financial Officer) and
Registrant's Authorized Officer
/s/ MAURA R. MIZUGUCHI
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Maura R. Mizuguchi
Controller (Principal Accounting Officer)
EXHIBIT 3(i)
CERTIFICATE of AMENDMENT
of the
RESTATED CERTIFICATE of INCORPORATION
FIRST: That in accordance with Section 141 (f) of the General
Corporation Law of the State of Delaware ("DGCL"), the Board of Directors of
McDonnell Douglas Finance Corporation, by unanimous written consent duly adopted
resolution setting forth a proposed amendment of the Restated Certificate of
Incorporation of said corporation, declaring saidamendment to be advisable. The
resolution setting forth theproposed amendment is as follows:
RESOLVED, that the Restated Certificate of Incorporation of this
corporation be amended by changing the first sentence of Section 1 so that, as
amended, said sentenceshall be and read as follows:
"The name of the corporation is Boeing Capital Corporation."
SECOND: That thereafter, pursuant to the resolutionof its Board of
Directors, the stockholders of said corporation by unanimous written consent
pursuant to Section 228 ofthe DGCL adopted the amendment to the Restated
Certificate of Incorporation.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall notbe reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, the undersigned has caused this certificate to be
signed by Thomas J. Motherway, an Authorized Officer, this 11th day of August
11th 1997.
BY: /S/ THOMAS J. MOTHERWAY
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Thomas J. Motherway
