-----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, SUcJzI9CoPG1wTXL6G23o0wpvdEB1uP+4Mfh2FWgcf29WAzbaENT5e3U70IWe1fs LZiF1Yz4TEIw6AWnppHjaw== 0000950157-97-000393.txt : 19970815 0000950157-97-000393.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950157-97-000393 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970801 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970814 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: 97661516 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 CURRENT REPORT ========================================================================== 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): August 1, 1997 MCDONNELL DOUGLAS CORPORATION (Exact name of registrant as specified in its charter) MARYLAND 1-3685 43-0400674 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) P.O. Box 516 St. Louis, Missouri 63166-0516 (address of principal executive offices) Registrant's telephone number, including area code: (314) 232-0232 N/A (Former name or former address, if changed since last report) ========================================================================== ITEM 1.CHANGES IN CONTROL OF REGISTRANT At 12:01 a.m. (Eastern Daylight Time) on August 1, 1997, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of December 14, 1996, among The Boeing Company, a Delaware corporation ("Boeing"), West Acquisition Corp., a Maryland corporation and wholly owned subsidiary of Boeing ("West"), and McDonnell Douglas Corporation, a Maryland corporation ("McDonnell Douglas"), West merged with and into McDonnell Douglas (the "Merger"). As a result of the Merger, McDonnell Douglas became a wholly owned subsidiary of Boeing. Each share of common stock, par value $1.00 per share, of McDonnell Douglas ("McDonnell Douglas Common Stock") issued and outstanding immediately prior to the Merger was converted in the Merger into 1.3 shares of common stock, par value $5.00 per share, of Boeing. Cash will be paid in lieu of fractional shares. BankBoston, N.A. has been retained by Boeing to serve as the Exchange Agent. As soon as reasonably practicable, Boeing will cause the Exchange Agent to mail or deliver a letter of transmittal to each person who was a holder of record of McDonnell Douglas Common Stock at the effective time of the Merger. The letter of transmittal will contain instructions for use in effecting the surrender of certificates formerly representing shares of McDonnell Douglas Common Stock in exchange for the certificates representing Boeing Common Stock and cash in lieu of fractional shares that such holder has the right to receive. A copy of the press release issued by Boeing on July 31, 1997 with respect to effectiveness of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As of August 1, 1997, Boeing Chairman Emeritus Frank Shrontz and Harold J. Haynes retired from the Boeing Board of Directors and John H. Biggs, Kenneth M. Duberstein, John F. McDonnell and Harry C. Stonecipher, who had previously served on the McDonnell Douglas Board of Directors, were elected to the Boeing Board of Directors, thereby fulfilling the Merger Agreement requirement that a number of former McDonnell Douglas directors constituting one-third of the total number of members of the Boeing Board immediately after the Effective Time be elected to the Boeing Board. Pursuant to the Merger Agreement, Harry C. Stonecipher was elected President and Chief Operating Officer of Boeing as of August 1, 1997. A copy of the press release issued by Boeing on August 1, 1997 with respect to the new board of directors is attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial statements of businesses acquired: Not applicable. (b) Pro Forma Financial Information: Not applicable. (c) Exhibits: EXHIBIT NO. 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 filed as Exhibit 2.2 to the Registration Statement on Form S-4 of The Boeing Company (file number 333-29683) is hereby incorporated by reference. 99.1 Press Release issued by The Boeing Company on July 31, 1997. 99.2 Press Release issued by The Boeing Company on August 1, 1997. SIGNATURE 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. Date: August 13, 1997 MCDONNELL DOUGLAS CORPORATION By:/s/ Steven N. Frank ---------------------------- Name: Steven N. Frank Title: Vice President, Associate General Counsel and Secretary EXHIBIT INDEX The following exhibits are filed herewith: EXHIBIT NO. 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 filed as Exhibit 2.2 to the Registration Statement on Form S-4 of the Boeing Company (file number 333-29683) is hereby incorporated by reference. 99.1 Press Release issued by The Boeing Company on July 31, 1997. 99.2 Press Release issued by The Boeing Company on August 1, 1997. EX-99.1 2 PRESS RELEASE Exhibit 99.1 BOEING COMPLETES MCDONNELL DOUGLAS MERGER SEATTLE, July 31, 1997 - The Boeing Company today announced that appropriate merger filings have been submitted to the State of Maryland and that the merger of Boeing and McDonnell Douglas will become effective at 12:01 a.m. (Eastern Daylight Time) on Aug. 1, 1997. Value of the transaction is $16.3 billion. McDonnell Douglas stock ceased to be traded on the New York Stock Exchange at the close of business today. Each shareholder of McDonnell Douglas will receive 1.3 shares of Boeing common stock for each share of McDonnell Douglas common stock, except that cash will be paid in lieu of fractional shares of Boeing stock. McDonnell Douglas shareholders who hold their own stock certificates will receive notice in the mail regarding the process to exchange their shares for Boeing shares. McDonnell Douglas shareholders whose certificates are held by brokers will receive the exchange of shares through their broker. ### C1555 CONTACT: Sherry Nebel (206) 655-6123 http://www.boeing.com http://www.boeingmedia.com EX-99.2 3 PRESS RELEASE Exhibit 99.2 BOARD OF DIRECTORS FOR "NEW" BOEING COMPANY ANNOUNCED SEATTLE (Aug. 1, 1997) - With the merger of The Boeing Company and McDonnell Douglas Corp. now completed, Boeing Chairman and Chief Executive Officer Phil Condit today announced that the board of directors of the newly merged company will be: o John H. Biggs, Chairman and Chief Executive, Teachers Insurance and Annuity Association-College Retirement Equities Fund o John E. Bryson, Chairman and Chief Executive, Edison International and Southern California Edison Company o Philip M. Condit, Chairman of the Board and Chief Executive Officer, The Boeing Company o Kenneth M. Duberstein, Chairman and Chief Executive, The Duberstein Group o John B. Fery, Retired Chairman and Chief Executive, Boise Cascade Corp. o Paul E. Gray, Chairman of the Corporation, Massachusetts Institute of Technology o John F. McDonnell, Retired Chairman, McDonnell Douglas Corp. o Donald E. Petersen, Retired Chairman and Chief Executive, Ford Motor Company o Charles M. Pigott, Chairman Emeritus, PACCAR Inc. o Rozanne L. Ridgway, Former Assistant Secretary of State for Europe and Canada o Harry C. Stonecipher, President and Chief Operating Officer, The Boeing Company o George H. Weyerhaeuser, Chairman, Weyerhaeuser Company Biggs, Duberstein, McDonnell and Stonecipher previously served on the McDonnell Douglas board of directors. "The board brings to the new Boeing Company experience and leadership in a wide variety of fields," said Condit. "As we enter this exciting new era as the largest aerospace company in the world, I am grateful to have the help of this very strong group." 2 Retiring from the Boeing Board, effective Aug. 1, are Boeing Chairman Emeritus Frank Shrontz and Harold J. Haynes, retired chairman and chief executive officer of Chevron Corp. Condit also reported that, in keeping with previously announced merger plans, Harry C. Stonecipher was elected president and chief operating officer of The Boeing Company. ### C1556 Contact: Sherry Nebel (206) 655-6123 http://www.boeing.com http://www.boeingmedia.com -----END PRIVACY-ENHANCED MESSAGE-----