<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): SEPTEMBER 13, 2000
_______________________
BOEING CAPITAL CORPORATION
-------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 0-10795 95-2564584
-------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 Naches Avenue, SW, Third Floor, Renton, Washington 98055
-------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 393-0153
------------------------
-------------------------------------------------------------------------------
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
The Registrant, its direct parent corporation, Boeing Capital
Services Corporation ("BCSC"), and the Registrant's ultimate parent
corporation, The Boeing Company ("TBC"), entered into an Operating Agreement
dated as of September 13, 2000, which is attached hereto as Exhibit 10.1. In
connection therewith, TBC and BCSC entered into an Operating Agreement dated
as of September 13, 2000, which is attached hereto as Exhibit 10.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Not applicable.
(c) The following exhibits are filed as a part of this report:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
10.1 Operating Agreement dated as of September 13, 2000, by and
among Boeing Capital Corporation, Boeing Capital Services
Corporation and The Boeing Company
10.2 Operating Agreement dated as of September 13, 2000, by and
between The Boeing Company and Boeing Capital Services
Corporation
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
BOEING CAPITAL CORPORATION
By: /s/ STEVEN W. VOGEDING
---------------------------------
Steven W. Vogeding, Vice President and
Chief Financial Officer
Date: September 18, 2000
3
