-----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, Ln1H1YfZK4VL1Y9ksObmG2cOtgV06Jds7/iePtNZdnPvox08g0ThOKp0jSNo9NBW Le7B0gH1LNoVQCrihyU3tQ== 0000063917-97-000022.txt : 19970725 0000063917-97-000022.hdr.sgml : 19970725 ACCESSION NUMBER: 0000063917-97-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970723 ITEM INFORMATION: Other events FILED AS OF DATE: 19970724 SROS: NYSE SROS: PSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03685 FILM NUMBER: 97644789 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 8-K 1 FORM 8K 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 (Date of earliest event reported) July 23, 1997 McDonnell Douglas Corporation Exact name of Registrant as Specified in Charter Maryland 1-3685 43-0400674 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) Post Office Box 516, St. Louis, Missouri 63166-0516 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (314) 232-0232 ---------------------------- INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. Effective July 23, 1997, the Company amended Section 7(a) of the Rights Agreement, dated as of August 2, 1990 and amended as of May 31, 1996, between the Company and First Chicago Trust Company of New York, as Rights Agent, to provide that the Final Expiration Date shall be the date immediately prior to the Effective Time, as such term is defined in the Agreement and Plan of Merger ("Merger Agreement") between The Boeing Company, West Acquisition Corp. and McDonnell Douglas Corporation. In the event the Merger Agreement is terminated for any reason, the Final Expiration Date, as used in the Rights Agreement, will be December 31, 2004. EXHIBIT Exhibit No. Description of Exhibit 4 Amendment, dated as of July 23, 1997, to the Rights Agreement, originally dated as of August 2, 1990 and amended and restated as of May 31, 1996, between McDonnell Douglas Corporation and First Chicago Trust Company of New York. SIGNATURES 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. McDonnell Douglas Corporation (Registrant) July 24, 1997 By: /s/ Steven N. Frank - ------------------ -------------------------------------- (Date) Steven N. Frank Vice President, Associate General Coounsel and Secretary EX-4 2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT AMENDMENT ("Amendment"), dated as of July 23, 1997, to the Rights Agreement, originally dated as of August 2, 1990 and amended and restated as of May 31, 1996 (the "Rights Agreement"), between the McDonnell Douglas Corporation, a Maryland corporation (the "Company"), and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). The Company and the Rights Agent have heretofore executed and entered into the Rights Agreement. Pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof. All acts and things necessary to make this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent. In consideration of the foregoing and the mutual agreements set forth herein, the parties hereto acknowledge and agree as follows: 1. Section 7(a) of the Rights Agreement is hereby modified, supplemented and amended by replacing the last sentence thereof with the following sentence: "The 'Final Expiration Date', as used in this Agreement, shall be the date immediately prior to the Effective Time, as such term is defined in the Agreement and Plan of Merger (the "Merger Agreement") among The Boeing Company, West Acquisition Corp. and the Company; provided that, in the event the Merger Agreement is terminated for any reason, the 'Final Expiration Date', as used in this Agreement, shall be December 31, 2004." 2. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as heretofore amended and as amended hereby. 3. This Amendment to the Rights Agreement shall be governed by and construed in accordance with the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to the contracts to be made and performed entirely within such State. 4. This Amendment to the Rights Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. Terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement. 5. In all respects not inconsistent with the terms and provisions of this Amendment to the Rights Agreement, the Rights Agreement is hereby ratified, adopted, approved and confirmed. In executing and delivering this Amendment, the Rights Agent shall be entitled to all the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. 6. If any term, provision, covenant or restriction of this Amendment to the Rights Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment to the Rights Agreement, and of the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first above written. Attest: MCDONNELL DOUGLAS CORPORATION By: /s/ Steven N. Frank By: /s/ F. Mark Kuhlmann ---------------------------- ------------------------------- Name: Steven N. Frank Name: F. Mark Kuhlmann Title: Vice President, Associate Title: Senior Vice President and General Counsel and Secretary General Counsel Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ George Dalton By: /s/ James Kuzmich ------------------------------ ------------------------------- Name: George Dalton Name: James Kuzmich Title: Assistant Vice President Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----