United States
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: October 28, 1997
----------------------------------------------------------------------------
BOEING CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2564584 0-10795
(State or other (I.R.S. Employer (Commission File No.)
jurisdiction of Identification No.)
Incorporation or
Organization)
4060 Lakewood Boulevard, 6th Floor - Long Beach, California 90808-1700
(Address of principal executive offices)
(562) 627-3000
(Registrant's telephone number, including area code)
----------------------------------------------------------------------------
<PAGE>
Item 7. Financial Statements and Exhibits
A. Financial Statements of Business Acquired
None.
B. Pro Forma Financial Information
None.
C. Exhibits
Exhibit 10.1 Operating Agreement, dated as of August 1, 1997,
by and between the Company and Boeing Capital
Services Corporation.
Exhibit 10.2 Supplemental Operating Agreement, dated as of
August 1, 1997, by and between Boeing Capital
Services Corporation and The Boeing Company.
<PAGE>
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.
Boeing Capital Corporation
October 28, 1997 /s/ Steven W. Vogeding
----------------------------------
Steven W. Vogeding
Vice President and Chief Financial
Officer (Principal Financial Officer)
and Registrant's Authorized Officer
EXHIBIT 10.1
OPERATING AGREEMENT
THIS AGREEMENT, dated effective as of August 1, 1997 by and between
Boeing Capital Services Corporation ("BCSC"), formerly McDonnell Douglas
Financial Services Corporation ("MDFS"), a Delaware corporation, and Boeing
Capital Corporation ("BCC"), formerly McDonnell Douglas Finance Corporation
("MDFC"), a Delaware corporation;
W I T N E S S E T H:
WHEREAS, McDonnell Douglas Corporation ("MDC") and the parties hereto
have entered into an Amended and Restated Operating Agreement dated effective as
of April 12, 1993 (the "Operating Agreement"), which provides that MDC shall pay
MDFS for certain tax savings realized by MDC as a result of including MDFS and
its subsidiaries in its consolidated return and that MDFS shall pay MDC for
certain additional taxes incurred by MDC as a result of including MDFS and its
subsidiaries in such return.
WHEREAS, The Boeing Company ("Boeing") and BCSC have entered into a
Supplemental Operating Agreement dated effective as of August 1, 1997 (the
"Supplemental Operating Agreement"), which provides that Boeing shall pay BCSC
for certain tax savings realized by Boeing as a result of including BCSC and its
subsidiaries in its consolidated return and that BCSC shall pay Boeing for
certain additional taxes incurred by Boeing as a result of including BCSC and
its subsidiaries in such return.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Federal Income Taxes. Pursuant to the Supplemental Operating
Agreement, it is the intention of Boeing to continue to file its Federal income
tax returns on a consolidated basis with MDC and BCSC and its subsidiaries in
accordance with the income tax regulations under Section 1502 of the Internal
Revenue Code of 1986, as amended. With respect to each taxable year for which
such practice remains in effect, BCSC agrees to pay to BCC an amount equal to
the excess of (i) the amount of Boeing consolidated Federal income taxes which
would be due for such taxable year if such taxes were computed by excluding BCC
and its subsidiaries, over (ii) the amount of Boeing consolidated Federal income
tax which would be due for such taxable year if such taxes were computed
including BCC and its subsidiaries. If for any such taxable year the amount of
taxes computed in accordance with clause (ii) hereof shall exceed the amount of
taxes computed under clause (i), BCC shall pay BCSC an amount equal to the
excess of the clause (ii) amount over the clause (i) amount. If subsequent to
any payments made by BCSC (or BCC) pursuant to this Section 1, Boeing or BCSC
(or BCC) shall incur Federal income tax losses which under applicable law could
be carried back to the taxable year for which such payments were made, BCC (or
BCSC) will nevertheless be under no obligation to repay to BCSC (or BCC) any
portion of such payments.
Section 2. Miscellaneous.
2.1 This Agreement is not and does not constitute a direct or
indirect guarantee by BCSC of any obligation or debt of BCC.
2.2 This Agreement may be amended, waived or terminated at any
time by written agreement of the parties.
2.3 In no event shall BCC receive an amount under this Agreement
which is less than the amount that BCC would have received under Section 4 of
the Operating Agreement dated as of January 15, 1975 between MDC and MDFC in
the form attached hereto as Exhibit A.
2.4 BCSC hereby assigns to BCC its rights and obligations
under Sections 1, 2 and 3 of the Operating Agreement.
2.5 The Operating Agreement between MDFS and MDFC dated
February 8, 1989 with regard to Federal Income Taxes is hereby terminated.
BOEING CAPITAL SERVICES CORPORATION
By /s/ Thomas J. Motherway
Its President
BOEING CAPITAL CORPORATION
By /s/ Michael C. Draffin
Its Vice President
EXHIBIT 10.2
SUPPLEMENTAL
OPERATING AGREEMENT
THIS AGREEMENT, dated effective as of August 1, 1997, by and between
Boeing Capital Services Corporation ("BCSC"), formerly McDonnell Douglas
Financial Services Corporation ("MDFS"), a Delaware corporation, and The Boeing
Company, a Delaware corporation ("Boeing").
W I T N E S S E T H:
WHEREAS, McDonnell Douglas Corporation ("MDC"), McDonnell Douglas
Finance Corporation ("MDFC") and MDFS have entered into an Amended and Restated
Operating Agreement dated effective as of April 12, 1993 (the "1993 Operating
Agreement"), which provides that MDC shall pay MDFS for certain tax savings
realized by MDC as a result of including MDFS and its subsidiaries in its
consolidated return and that MDFS shall pay MDC for certain additional taxes
incurred by MDC as a result of including MDFS and its subsidiaries in such
return.
WHEREAS, as of the date hereof MDC has become a wholly owned subsidiary
of Boeing.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Federal Income Taxes. It is the intention of Boeing to file
its Federal income tax returns on a consolidated basis with MDC and BCSC and its
subsidiaries in accordance with the income tax regulations under Section 1502 of
the Internal Revenue Code of 1986, as amended. With respect to each taxable year
for which such practice remains in effect, Boeing agrees to pay to BCSC an
amount equal to the excess of (i) the amount of Boeing consolidated Federal
income taxes which would be due for such taxable year if such taxes were
computed by excluding BCSC and its subsidiaries, over (ii) the amount of Boeing
consolidated Federal income taxes which would be due for such taxable year if
such taxes were computed including BCSC and its subsidiaries. If for any such
taxable year the amount of taxes computed in accordance with clause (ii) hereof
shall exceed the amount of taxes computed under clause (i), BCSC shall pay
Boeing an amount equal to the excess of the clause (ii) amount over the clause
(i) amount. If subsequent to any payments made by Boeing (or BCSC) pursuant to
this Section 1, Boeing (or BCSC) shall incur Federal income tax losses which
under applicable law could be carried back to the taxable year for which such
payments were made, BCSC (or Boeing) will nevertheless be under no obligation to
repay to Boeing (or BCSC) any portion of such payments.
Section 2. Miscellaneous.
2.1 This Agreement is not and does not constitute a direct or
indirect guarantee by Boeing of any obligation or debt of
BCSC.
2.2 This Agreement may be amended, waived or terminated at any
time by written agreement of the parties.
2.3 In no event shall BCSC receive an amount under this Agreement
which is materially less (or be obligated to pay an amount
which is materially greater) than the amount that
BCSC would have received (or have paid) under Section 4
of the 1993 Operating Agreement;
<PAGE>
provided that the amount payable hereunder by any party shall be reduced by the
amount that such party is obligated to pay, or increased by the amount that such
party is entitled to receive, under Section 4 of the 1993 Operating Agreement.
BOEING CAPITAL SERVICES CORPORATION
By: /s/ Thomas J. Motherway
Its: President
THE BOEING COMPANY
By: /s/ Boyd E. Givan
Its: Senior Vice President & Chief
Financial Officer
MCD97-022ADoc
