-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jw9JZIwsGHGPxQUJL954Jz9DiaZwUJeyL2fUhED87ZiYTcjzV3LyqkQLOoM+Gz9o IHt45AKLssZXFiNPIkOPgw== 0000950157-97-000376.txt : 19970813 0000950157-97-000376.hdr.sgml : 19970813 ACCESSION NUMBER: 0000950157-97-000376 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970812 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCDONNELL DOUGLAS CORP CENTRAL INDEX KEY: 0000063917 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 430400674 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07702 FILM NUMBER: 97656086 BUSINESS ADDRESS: STREET 1: P O BOX 516 STREET 2: MCDONNELL BLVD AT AIRPORT RD CITY: ST LOUIS STATE: MO ZIP: 63166-0516 BUSINESS PHONE: 3142320232 MAIL ADDRESS: STREET 1: P O BOX 516 CITY: ST LOUIS STATE: MO ZIP: 631660516 FORMER COMPANY: FORMER CONFORMED NAME: MCDONNELL CO DATE OF NAME CHANGE: 19670601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOEING CO CENTRAL INDEX KEY: 0000012927 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 910425694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 3707 MS 1F 31 CITY: SEATTLE STATE: WA ZIP: 98124 BUSINESS PHONE: 2066552121 MAIL ADDRESS: STREET 1: 7755 EAST MARGINAL WAY SOUTH CITY: SEATTLE STATE: WA ZIP: 98124-2207 FORMER COMPANY: FORMER CONFORMED NAME: BOEING AIRPLANE CO DATE OF NAME CHANGE: 19730725 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MCDONNELL DOUGLAS CORPORATION (Name of Issuer) Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 58016910 (CUSIP Number) Heather Howard Corporate Secretary and Corporate Counsel The Boeing Company 7755 East Marginal Way South Seattle, Washington 98108 (206) 655-2121 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) August 1, 1997 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of [7] Pages) Page 1 of [7] Pages CUSIP NO. [ ] 13D Page 2 of [7] Pages --- ------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON The Boeing Company S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 91-0425694 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ] (b)[ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 100 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 100 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * HC; CO - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of [7] Pages Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $1.00 per share (the "Issuer Common Stock"), of McDonnell Douglas Corporation, a Maryland corporation (the "Issuer"). The address of the principal executive offices of the Issuer is P.O. Box 516, St. Louis, Missouri 63166-0516. Item 2. Identity and Background This Schedule 13D is filed by The Boeing Company, a Delaware corporation ("Boeing") that is one of the world's major aerospace firms. Boeing operates in two principal industries: commercial aircraft, and defense and space. The address of the principal executive offices of Boeing is 7755 East Marginal Way South, Seattle, Washington, 98108. The telephone number is (206) 655-2121. During the last five years, to the best of Boeing's knowledge, neither Boeing nor any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. The name, citizenship, business address and present principal occupation (including the name and address of the corporation or organization in which such employment is conducted) of each executive officer and director is set forth in Schedule A to this Schedule 13D and is specifically incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration Pursuant to the Agreement and Plan of Merger dated December 14, 1996, among Boeing, West Acquisition Corp., a Maryland corporation and a wholly owned subsidiary of Boeing ("West"), and the Issuer (the "Merger Agreement"), on August 1, 1997, the effective date (the "Effective Date") of the Merger (as defined below), West was merged with and into the Issuer (the "Merger"), and each issued and outstanding share of Issuer Common Stock (other than shares of Issuer Common Stock owned directly by Boeing or the Issuer) was converted into 1.3 shares of common stock, par value $5.00 per share, of Boeing. Item 4. Purpose of Transaction The purpose of the Merger was for Boeing to acquire 100% of the Issuer Common Stock. Reference is hereby made to the Joint Proxy Statement/Prospectus of Boeing and the Issuer dated June 20, 1997, which is incorporated herein by reference, for a description of any plans or proposals that Boeing may have with respect to the Issuer. The New York Stock Exchange, Inc. and the Pacific Exchange, Inc. each have filed a Form 25 with the Securities and Exchange Commission to delist the securities of the Issuer. Pursuant to the Merger Agreement, on the Effective Date, the directors of West became the directors of the Issuer. Item 5. Interest in Securities of the Issuer As a result of the Merger, Boeing owns 100% of the shares of Issuer Common Stock. Boeing holds sole voting and dispositive power as to all shares of Issuer Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Page 3 of [7] Pages Except for the Merger Agreement, none of the persons named in Item 2 has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including, but not limited to, transfers or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit Description 2.1 Agreement and Plan of Merger dated as of December 14, 1996, among The Boeing Company, West Acquisition Corp. and McDonnell Douglas Corporation (incorporated by reference to Exhibit 2.2 to the Registration Statement (No. 333-29683) on Form S-4, filed by The Boeing Company with the Securities and Exchange Commission on June 20, 1997). 2.2 Joint Proxy Statement/Prospectus of The Boeing Company and McDonnell Douglas Corporation dated June 20, 1997 (incorporated by reference to the Registration Statement (No. 333-29683) on Form S-4, filed by The Boeing Company with the Securities and Exchange Commission on June 20, 1997). Page 4 of [7] Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and accurate. August 11, 1997 The Boeing Company By: /s/ Heather Howard ------------------------------- Name: Heather Howard Title: Secretary Page 5 of [7] Pages SCHEDULE A Principal Names of Directors Occupation and Executive Officers or Residence or Business (Citizenship) Employment Address of Organization John H. Biggs* Chairman and Chief 730 Third Avenue (United States) Executive Officer, New York, NY 10017 Teachers Insurance and Annuity Association-College Retirement Equities Fund John E. Bryson* Chairman and Chief 2244 Walnut Grove Avenue (United States) Executive Officer, P.O. Box 800 Edison International Rosemead, CA 91770 and Southern California Edison Company Philip M. Condit* Chairman and Chief 7755 East Marginal Way South (United States) Executive Officer, Seattle, WA 98108 The Boeing Company Kenneth M. Duberstein* Chairman and Chief 2300 N. Street, N.W. (United States) Executive Officer, Washington, DC 20037 The Duberstein Group John B. Fery* Retired Chairman and 1111 West Jefferson Street (United States) Chief Executive P.O. Box 50 Officer, Boise Boise, ID 83728-0001 Cascade Corp. Paul E. Gray* Chairman of the 77 Massachusetts Avenue (United States) Corporation, Cambridge, MA 02134 Massachusetts Institute of Technology John F. McDonnell* Retired Chairman, P. O. Box 516 (United States) McDonnell Douglas St. Louis, MO 63166-0516 Corp. Donald E. Petersen* Retired Chairman and The American Road (United States) Chief Executive Dearborn, MI 48121 Officer, Ford Motor Company Charles M. Pigott* Chairman Emeritus, 777 - 106th Avenue N.E. (United States) PACCAR Inc. Bellevue, WA 98004 Rozanne L. Ridgway* Former Assistant 7755 East Marginal Way South (United States) Secretary of State Seattle, WA 98108 for Europe and Canada Harry C. Stonecipher* President and Chief 7755 East Marginal Way South (United States) Operating Officer, Seattle, WA 98108 The Boeing Company Page 6 of [7] Pages Principal Names of Directors Occupation and Executive Officers or Residence or Business (Citizenship) Employment Address of Organization George H. Weyerhaeuser* Chairman, Tacoma, WA 98477 (United States) Weyerhaeuser Company Ronald Woodard President of 7755 East Marginal Way South Commercial Airplane Seattle, WA 98108 Group of The Boeing Company Boyd Givan Chief Financial 7755 East Marginal Way South Officer of The Seattle, WA 98108 Boeing Company Alan Mulally Chief of 7755 East Marginal Way South Information, Space Seattle, WA 98108 and Defense Systems Group of The Boeing Company James Palmer President of Shared 7755 East Marginal Way South Services Support Seattle, WA 98108 Group of The Boeing Company Stan Ebner Chief of Washington, 7755 East Marginal Way South D.C., Operations of Seattle, WA 98108 The Boeing Company James Dagnon Senior Vice 7755 East Marginal Way South President-People of Seattle, WA 98108 The Boeing Company John Warner Senior Vice 7755 East Marginal Way South President of The Seattle, WA 98108 Boeing Company Ted Collins Senior Vice- 7755 East Marginal Way South President - General Seattle, WA 98108 Counsel of The Boeing Company - -------------------- (*) Indicates director of The Boeing Company Page 7 of [7] Pages -----END PRIVACY-ENHANCED MESSAGE-----