Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 39 DATED
JANUARY 27, 1999 TO PROSPECTUS
DATED JULY 31, 1998 AND PROSPECTUS
SUPPLEMENT DATED JULY 31, 1998
BOEING CAPITAL CORPORATION
Series X Medium-Term Notes
Due Nine Months or More From Date of Issue
Except as set forth herein, the Series X Medium-Term Notes offered
hereby (the "Notes") have such terms as are described in the accompanying
Prospectus dated July 31, 1998, as amended and supplemented by the Prospectus
Supplement dated July 31, 1998 (the "Prospectus").
Aggregate Principal Amount: $40,000,000
Original Issue Date
(Settlement Date): February 1, 1999
Stated Maturity Date: January 30, 2004
Base Rate: LIBOR
Index Currency: U.S. Dollars
Designated LIBOR Page: LIBOR Telerate Page 3750
Spread: 58 basis points
Initial Interest Rate: Base Rate plus Spread, as determined on January 28,
1999
Index Maturity: Three months
Interest Payment Dates: Commencing May 1st, 1999 and thereafter on the 1st
calendar day of each February, May, August &
November up to and including the Maturity Date
Interest Reset Period: Quarterly
Calculation Agent: Bankers Trust Company
Interest Reset Dates: The 1st calendar day of each February, May, August
& November
Interest Determination
Dates: The second London Business Day preceeding each
Interest Reset Date
Type of Notes Issued: [X] Senior Notes [ ] Fixed Rate Notes
[ ] Subordinated Notes [X] Floating Rate Notes
Optional Redemption: [ ] Yes
[X] No
Form of Notes Issued: [X] Book-Entry Notes
[ ] Certificated Notes
CUSIP Number: 09700WBZ5
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $40,000,000 aggregate principal
amount of Notes that are being purchased, as principal, of which $20,000,000 is
being purchased by Chase Securities Inc. ("Chase") and of which $20,000,000 is
being purchased by Deutsche Bank Securities Inc. ("Deutsche Bank Securities")
(collectively, the "Agents") for resale to investors at varying prices related
to prevailing market conditions at the time or times of resale as determined by
Chase and Deutsche Bank Securities. Net proceeds payable by Chase and Deutsche
Bank Securities to Boeing Capital Corporation (the "Company") will be 99.781% of
the aggregate principal amount of the Notes or $39,912,400 before deduction of
expenses payable by the Company. In connection with the sale of the Notes, Chase
and Deutsche Bank Securities may be deemed to have received compensation from
the Company in the form of underwriting discounts in the aggregate amount of
.219% or $87,600.
RECENT DEVELOPMENTS
On December 3, 1998, Standard & Poor's Corp. ("S & P") announced that
in conjunction with a downgrading of Boeing's credit ratings it simultaneously
lowered its ratings on the Company's senior unsecured debt, subordinated debt
and commercial paper from AA-, A+ and A-1+ to A+, A and A-1, respectively. S & P
reiterated that the Company's rating outlook remains "developing," due to the
continuing uncertainty regarding Boeing's plans for the Company as described
more fully in the discussion of S & P's prior downgrade of the Company set forth
in Item 5 of the Company's Report on Form 10-Q for the period ended September
30, 1998.
On September 15, 1998, Moody's Investors Service placed Boeing and the
Company's debt ratings on review for possible downgrade. On December 21, 1998,
Moody's Investors Service announced that in conjunction with a downgrading of
Boeing's credit ratings it confirmed (without change) the ratings of the
Company's senior unsecured debt, subordinated debt and commercial paper as A3,
Baa1 and Prime-1, respectively.
