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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BOEING CAPITAL CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 95-2564584
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4060 LAKEWOOD BOULEVARD, SIXTH FLOOR, LONG BEACH, CALIFORNIA 90808-1700
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. [x]
If this form relates to the registration of debt securities and is to become
effective simultaneously with the effectiveness of a concurrent registration
statement under the Securities Act of 1933 pursuant to General Instruction
A(c)(2) please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
33-31419
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
8.31% SERIES IX MEDIUM TERM NOTES DUE 2004 NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Description of the Notes" in
the Registrant's Registration Statement on Form S-3 (Registration No.
33-31419), filed with the Securities and Exchange Commission, is incorporated
herein by reference.
The form of prospectus dated August 19, 1994 filed by the Registrant pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, is incorporated
herein by reference.
Said description of the Registrant's securities has not been previously filed
with the New York Stock Exchange, the exchange on which the Notes are to be
listed, and therefore, shall be filed with copies of the application filed
with such exchange, in accordance with the instructions in Item 1 of Form 8-A.
Item 2. Exhibits.
1. Restated Certificate of Incorporation, dated June 29, 1989, incorporated
herein by reference to Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993.
2. Amendment to Certificate of Incorporation, dated August 11, 1997,
incorporated herein by reference to Exhibit 3.1(i) to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1997.
3. Bylaws, as amended to date, incorporated herein by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
4. Subordinated Indenture, dated as of June 15, 1988, between the Registrant
and Bankers Trust Company of California, N.A., as Subordinated Indenture
Trustee, incorporated herein by reference to Exhibit 4(b) to the Registrant's
Registration Statement on Form S-3 (File No. 33-26674).
5. First Supplemental Subordinated Indenture, dated as of June 12, 1995,
between the Registrant and Bankers Trust Company, as successor Trustee to
Bankers Trust Company of California, N.A., incorporated herein by reference
to Exhibit 4(d) to the Registrant's Registration Statement on Form S-3 (File
No. 33-58989).
6. Form of Series IX Subordinated Medium Term Note, incorporated herein by
reference to Exhibit 4(e) to the Registrant's Registration Statement on Form
S-3 (File No. 33-31419).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: February 8, 2000 BOEING CAPITAL CORPORATION
By: /s/ Steven W. Vogeding
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Steven W. Vogeding
Vice-President
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