-----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, SiGVz1c4bmg5uTedOFGGt0KNJvtrTTWHkT17u35jA5AaFOAnzTlLK3eSK4Le71M1 /3x87Mxf/cI1YhmzdPNVFw== 0000950172-97-000688.txt : 19970721 0000950172-97-000688.hdr.sgml : 19970721 ACCESSION NUMBER: 0000950172-97-000688 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970718 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-30033 FILM NUMBER: 97642790 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 S-3/A 1 FORM S-3 AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on July 18, 1997 Registration Statement No. 333-30033 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________ MCDONNELL DOUGLAS CORPORATION (Exact name of Registrant as specified in its charter), Maryland No. 43-0400674 (State of incorporation) (I.R.S. Employer Identification No.) (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) F. Mark Kuhlmann Senior Vice President and General Counsel McDonnell Douglas Corporation P.O. Box 516 Mailcode S1001240 St. Louis, Missouri 63166-0516 (314) 232-0232 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________ Copy to: Howard L. Ellin Alan Dean Skadden, Arps, Slate, Meagher & Flom LLP Davis Polk & Wardwell 919 Third Avenue 450 Lexington Avenue New York, New York 10022 New York, New York 10017 (212) 735-2000 (212) 450-4000 ___________ Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ( ) If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. (X) If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( ) ___________________ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( ) __________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ( ) CALCULATION OF REGISTRATION FEE _____________________________________________________________________________ Proposed Proposed Maximum Maximum Aggregate Amount Offering Offering Amount of Title of Shares to To Be Price Per Price Registration be Registered Registered Share (1) (1) Fee (1) ____________________________________________________________________________ McDonnell Douglas Common Stock, par value $1.00 per share (including the related Stock Purchase Rights) 3,500,000 $68.625 $240,187,500 $72,784.10 ___________________________________________________________________________ (1) Estimated solely for the purpose of calculating the registration fee under Rule 457(c) upon the basis of the high and low prices of shares of McDonnell Douglas Corporation Common Stock on the New York Stock Exchange Composite Transactions Tape on June 23, 1997. [FLAG] Information contained in this prospectus supplement is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may any offer to buy be accepted prior to the time the Registration Statement becomes effective. A final prospectus supplement and prospectus will be delivered to purchasers of these securities. This prospectus supplement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. PROSPECTUS SUPPLEMENT (To Prospectus dated ______ __, 1997) 3,500,000 Shares MCDONNELL DOUGLAS CORPORATION Common Stock (par value $1.00 per share) All of the shares of Common Stock, par value $1.00 per share (the "Common Stock"), offered hereby (the "Shares") are being sold by McDonnell Douglas Corporation ("McDonnell Douglas" or the "Company"). The Common Stock is traded on the New York Stock Exchange, Inc. (the "NYSE") and the Pacific Stock Exchange (the "PSE") under the symbol "MD". On ________ __, 1997, the last reported sale price of the Common Stock, as reported on the NYSE Composite Transactions Tape, was $[ ] per share. McDonnell Douglas has entered into an Agreement and Plan of Merger dated as of December 14, 1996 (the "Merger Agreement") among The Boeing Company ("Boeing"), West Acquisition Corp., a wholly-owned subsidiary of Boeing ("Sub"), and McDonnell Douglas, which provides for the merger of Sub with and into McDonnell Douglas (the "Merger"), with McDonnell Douglas surviving as a wholly-owned subsidiary of Boeing. The closing of the sale of Shares offered hereby is conditioned upon approval of the Merger by the shareholders of McDonnell Douglas and approval of the issuance of shares of common stock, par value $5.00 per share of Boeing ("Boeing Common Stock") pursuant to the Merger in accordance with the terms of the Merger Agreement (the "Share Issuance") by the shareholders of Boeing. In addition, the Shares offered hereby will not be issued unless McDonnell Douglas believes that all of the other conditions to the consummation of the Merger have been or will be satisfied or waived (where permissible). Subject to the terms and conditions of the Merger Agreement, each share of Common Stock outstanding immediately prior to the effective time of the Merger will be converted in the Merger into 1.3 shares of Boeing Common Stock. Cash will be paid in lieu of any fractional shares of Boeing Common Stock. See "THE MERGER" in the accompanying Prospectus and Section 8, "THE MERGER" in the Joint Proxy Statement/Prospectus incorporated by reference herein. SEE "RISK FACTORS" ON PAGE S-2 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THE SHARES. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Proceeds to Price to Underwriting McDonnell Public Discount(1) Douglas(2) Per Share . $_____ $_____ $_____ Total . . . . $_____ $_____ $_____ ___________________ (1) McDonnell Douglas has agreed to indemnify the Underwriter against certain liabilities including liabilities under the Securities Act of 1933 (the "Securities Act"). See "UNDERWRITING." (2) Before deducting expenses payable by McDonnell Douglas, estimated to be $ . ________________________ The shares of Common Stock offered hereby are offered by the Underwriter, subject to prior sale, when, as and if delivered to and accepted by the Underwriter. It is expected that delivery of the Shares will be made against payment therefor on or about _________ __, 1997 at the offices of J.P. Morgan Securities Inc., 60 Wall Street, New York, New York. J.P. MORGAN & CO. , 1997 TABLE OF CONTENTS PAGE PROSPECTUS SUPPLEMENT Merger Status . . . . . . . . . . . . . . . . . . . . . . . . . . S-2 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . S-2 Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . S-3 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . S-4 PROSPECTUS Cautionary Statement . . . . . . . . . . . . . . . . . . . . . . . 2 Available Information . . . . . . . . . . . . . . . . . . . . . . . 2 Incorporation of Certain Documents by Reference . . . . . . . . . . 3 McDonnell Douglas . . . . . . . . . . . . . . . . . . . . . . . . . 4 Boeing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Description of the Common Stock . . . . . . . . . . . . . . . . . . 6 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 6 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE COMMON STOCK. SPECIFICALLY, THE UNDERWRITER MAY OVER- ALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE, SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR A DESCRIPTION OF SUCH ACTIVITIES, SEE "UNDERWRITING." ________________________ MERGER STATUS McDonnell Douglas and Boeing have each scheduled special meetings of their shareholders for July 25, 1997. At the respective shareholder meetings, the McDonnell Douglas shareholders will vote on a proposal to approve the Merger and the Boeing shareholders will vote on a proposal to approve the Share Issuance. The closing of the sale of the Shares offered hereby is conditioned upon approval of the Merger by the shareholders of McDonnell Douglas and approval of the Share Issuance by the shareholders of Boeing. In addition, the Shares offered hereby will not be issued unless McDonnell Douglas believes that all of the other conditions to the consummation of the Merger have been or will be satisfied or waived (where permissible). See Section 8, "THE MERGER" in the Joint Proxy Statement/Prospectus incorporated by reference herein. While McDonnell Douglas believes that all of the conditions to the consummation of the Merger have been or will be satisfied or waived (where permissible), there can be no assurance that the Merger will be approved by the shareholders of McDonnell Douglas, that the Share Issuance will be approved by the shareholders of Boeing or that the Merger will be consummated. If the Merger were not to be consummated, the trading price of the Common Stock would likely decline from current levels. See "RISK FACTORS." RISK FACTORS CONSUMMATION OF THE MERGER. The offering being made hereby is not conditioned on the consummation of the Merger. The obligations of Boeing and McDonnell Douglas to effect the Merger are subject, among other things, to the fulfillment of certain conditions, including without limitation: (i) approval of the Merger by the requisite vote of the shareholders of McDonnell Douglas and approval of the Share Issuance by the requisite vote of the shareholders of Boeing; (ii) there not having been issued or in effect any provision of any applicable law or regulation or any executive order, decree, ruling or injunction prohibiting the consummation of the Merger substantially on the terms contemplated by the Merger Agreement; (iii) the obtaining of all approvals required to be obtained by McDonnell Douglas and Boeing, except where the failure to obtain such approvals would not have a Material Adverse Effect (as defined in Section 4.1 of the Merger Agreement) on Boeing or McDonnell Douglas, as the case may be; (iv) the effectiveness of the registration statement of Boeing on Form S-4 registering the shares of Boeing Common Stock to be issued in the Merger and the absence of a stop order suspending such effectiveness; (v) the listing on the NYSE, subject only to official notice of issuance, of the shares of Boeing Common Stock constituting the Share Issuance; (vi) each of Boeing and McDonnell Douglas having received a letter of its independent auditors, in form and substance reasonably satisfactory to it, stating that they concur with management's conclusion that the Merger will qualify as a transaction to be accounted for as a pooling of interests; and (vii) McDonnell Douglas and Boeing having received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP and Cravath, Swaine & Moore, respectively, relating to certain tax matters. The approvals mentioned in (iii) above include a review under European competition law by the Merger Task Force of the European Commission. Pursuant to procedures and rules normally applicable, review of the Merger by the European Commission must be completed on or before July 31, 1997. In order to obtain European antitrust clearance, Boeing and/or McDonnell Douglas may be required to make certain concessions. See Section 5, "RISK FACTORS - Necessity of Receiving Governmental and Regulatory Approvals Prior to the Merger; Possible Divestitures and Operating Restrictions" and Section 8(m), "THE MERGER - Governmental and Regulatory Approvals" in the Joint Proxy Statement/Prospectus incorporated herein by reference. There can be no assurances that such clearance will be obtained or regarding the extent or scope of any concessions that may need to be made. There can be no assurance that the Merger will be consummated. If the Merger is not consummated, purchasers of the Shares offered hereby will remain holders of the Common Stock - a security with investment characteristics that may be significantly different from those of Boeing Common Stock. Among other things, the trading price of the Common Stock would likely decline from current levels if the Merger is not consummated. See Section 5, "RISK FACTORS" in the Joint Proxy Statement/Prospectus incorporated by reference herein. ADDITIONAL RISK FACTORS. For a discussion of additional risk factors that should be considered by prospective investors in the Shares, see Section 5, "Risk Factors" in the Joint Proxy Statement/Prospectus incorporated by reference herein. UNDERWRITING Under the terms and subject to the conditions set forth in an Underwriting Agreement (the "Underwriting Agreement") between McDonnell Douglas and J.P. Morgan Securities Inc. ("J.P. Morgan" or the "Underwriter"), McDonnell Douglas has agreed to sell to the Underwriter, and the Underwriter has agreed to purchase, the Shares. Under the terms and conditions of the Underwriting Agreement, the Underwriter is obligated to take and pay for all the Shares, if any are taken. The Underwriter proposes initially to offer the Shares directly to the public at the public offering price set forth on the cover page of this Prospectus Supplement and to certain dealers at such price less a concession of $____ per share. The Underwriter may allow, and such dealers may reallow, a concession not in excess of $____ per share to certain other dealers. After the Shares are released for sale to the public, the offering price and such concessions may be changed. McDonnell Douglas has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act. Boeing has separately agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act. In connection with this offering, the Underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Stock. Specifically, the Underwriter may over-allot in connection with the offering, creating a short position. In addition, the Underwriter may bid for, and purchase, shares of the Common Stock in the open market to cover short positions or to stabilize the price of the Common Stock. Finally, the Underwriter may reclaim selling concessions allowed for distributing the Common Stock in the offering, if the Underwriter repurchases previously distributed Common Stock in transactions to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Common Stock above independent market levels. The Underwriter is not required to engage in these activities, and may end any of these activities at any time. J.P. Morgan was retained by McDonnell Douglas as financial advisor in connection with the proposed Merger. For services rendered, McDonnell Douglas has paid J.P. Morgan $2,400,000 and, upon consummation of the Merger will pay J.P. Morgan an additional $15,850,000. McDonnell Douglas has also agreed to reimburse J.P. Morgan for its reasonable expenses incurred in connection with its advisory services, including the fees and disbursements of outside counsel and will indemnify J.P. Morgan against certain liabilities, including liabilities arising under the federal securities laws. The Underwriter has provided from time to time, and is expected to provide in the future, investment banking and other financial services to McDonnell Douglas and certain of its affiliates have engaged and may in the future engage in commercial transactions in the ordinary course of business with McDonnell Douglas. In the ordinary course of business, affiliates of J.P. Morgan may actively trade the debt and equity securities of McDonnell Douglas or Boeing for their own accounts or for accounts of customers and, accordingly, they may at any time hold long or short positions in such securities. LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for McDonnell Douglas by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland. Certain legal matters will be passed upon for McDonnell Douglas by F. Mark Kuhlmann, Senior Vice President and General Counsel of McDonnell Douglas. Mr. Kuhlmann owns and has other interests in shares of the Common Stock. See Section 8(i), "THE MERGER -- Interests of Certain Persons in the Transaction" in the Joint Proxy Statement/Prospectus incorporated by reference herein and the section entitled "Ownership of MDC Stock" in the McDonnell Douglas Proxy Statement incorporated by reference in the McDonnell Douglas Annual Report on Form 10-K for the year ended December 31, 1996 incorporated by reference herein. Certain additional legal matters will be passed upon for McDonnell Douglas by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain other legal matters will be passed upon by Theodore J. Collins, Senior Vice President and General Counsel of Boeing. Skadden, Arps, Slate, Meagher & Flom LLP and Mr. Kuhlmann will rely as to certain matters of Maryland law on the opinion of Ballard Spahr Andrews & Ingersoll and Mr. Collins may rely as to certain matters on the opinion of other counsel. [FLAG] Information contained herein is subject to completion or amendment. A Registration Statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Subject to Completion, Dated July __,1997 PROSPECTUS 3,500,000 Shares MCDONNELL DOUGLAS CORPORATION Common Stock (par value $1.00 per share) This Prospectus relates to 3,500,000 shares (the "Shares") of Common Stock, par value $1.00 per share ("Common Stock"), of McDonnell Douglas Corporation ("McDonnell Douglas" or the "Company"), which may be offered by McDonnell Douglas from time to time. The Shares will be sold through underwriters, brokers, dealers, or agents or directly by McDonnell Douglas. At the time any particular offer of Shares is made, if and to the extent required, the specific number of Shares offered, the offering price, and the other terms of the offering, including the names of any underwriters, brokers, dealers or agents involved in the offering and the compensation, if any, of such underwriters, brokers, dealers or agents will be set forth in a supplement to this Prospectus (a "Prospectus Supplement"). The net proceeds to McDonnell Douglas from such sale will also be set forth in the applicable Prospectus Supplement. Any statement contained in this Prospectus will be deemed to be modified or superseded by any inconsistent statement contained in any Prospectus Supplement delivered herewith. The Shares are listed on the New York Stock Exchange, Inc. (the "NYSE") and the Pacific Stock Exchange ("PSE") under the trading symbol "MD." This Prospectus may not be used to consummate sales of Shares unless accompanied by a Prospectus Supplement. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________ The date of this Prospectus is _________ __, 1997 CAUTIONARY STATEMENT When used in this Prospectus or the documents incorporated by reference herein with respect to McDonnell Douglas, the words "estimate," "project," "intend," "expect," "would likely" and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Prospectus. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Such risks and uncertainties include those risks, uncertainties and risk factors identified under the heading "Forward-Looking Information Is Subject to Risk and Uncertainty" accompanying "Management's Discussion and Analysis of Financial Condition and Results of Operations" that is in the McDonnell Douglas 1996 Annual Report to shareholders and that is incorporated by reference in the McDonnell Douglas Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and those risks, uncertainties and risk factors identified in the McDonnell Douglas Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on April 17, 1996. McDonnell Douglas does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. When used in this Prospectus or the documents incorporated by reference herein with respect to The Boeing Company ("Boeing"), the words "estimate," "project," "intend," "expect," "would likely" and similar expressions are intended to identify forward- looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Prospectus. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Such risks and uncertainties include those risks, uncertainties and risk factors identified under the heading "Forward-Looking Information Is Subject to Risk and Uncertainty" accompanying "Management's Discussion and Analysis of Results of Operations, Financial Condition and Business Environment" that is in the Boeing 1996 Annual Report to shareholders and that is incorporated by reference in the Boeing Annual Report on Form 10- K for the fiscal year ended December 31, 1996. Boeing does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. AVAILABLE INFORMATION McDonnell Douglas is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material may also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. The Commission also maintains a World Wide Web site that contains reports, proxy and information statements, and other information regarding registrants (including McDonnell Douglas) that file electronically with the Commission (http://www.sec.gov). The Common Stock is listed on the NYSE and the PSE and reports, proxy statements and other information relating to McDonnell Douglas can be inspected at the NYSE, 20 Broad Street, New York, New York 10005 or the PSE, 301 Pine Street, San Francisco, California 94104. McDonnell Douglas has filed with the Commission a Registration Statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933 (the "Securities Act"), relating to the Shares. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. The Registration Statement and any amendments thereto, including exhibits filed as a part thereof, are available for inspection and copying as set forth above. Boeing is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material may also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also maintains a World Wide Web site that contains reports, proxy and information statements, and other information regarding registrants (including Boeing) that file electronically with the Commission (http://www.sec.gov). The common stock, par value $5.00 per share of Boeing ("Boeing Common Stock") is listed on the NYSE and reports, proxy statements and other information relating to Boeing can be inspected at the NYSE, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed by McDonnell Douglas or Boeing with the Commission pursuant to the Exchange Act are incorporated by reference in this Prospectus: (1) the Boeing and McDonnell Douglas Joint Proxy Statement/Prospectus dated June 20, 1997 (the "Joint Proxy Statement/Prospectus") (other than the information contained under the captions "BOEING SPECIAL MEETING" and "MCDONNELL DOUGLAS SPECIAL MEETING"); (2) the McDonnell Douglas Proxy Statement on Schedule 14A dated March 17, 1997 (File No. 1-3685); (3) the McDonnell Douglas Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-3685); (4) the McDonnell Douglas Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (File No. 1-3685); (5) the McDonnell Douglas Current Reports on Form 8-K dated July 3, 1997 (File No. 1-3685) and July 17, 1997 (File No. 1- 3685); (6) the description of the Common Stock contained in McDonnell Douglas' Registration Statement on Form 10 filed under the Exchange Act, as amended under cover of Form 8 on March 10, 1981 (File No. 1-3685), and as supplemented by the description of such Common Stock contained under the following captions: (i) "Proposal to Amend MDC's Charter" in the McDonnell Douglas proxy statement dated March 20, 1984, (ii) "Proposal to Amend Indemnification Bylaw" in the McDonnell Douglas proxy statement dated March 20, 1985, (iii) "Proposal to Amend Article Fifth of MDC's Charter to Classify the Board of Directors with Staggered Terms of Office and Certain Other Matters" in the McDonnell Douglas proxy statement dated March 24, 1986, (iv) "Amendment of MDC's Charter to Reduce the Shareholder Vote Required for Certain Amendments to the Charter from Two-Thirds Majority to a Majority of the Outstanding Shares Entitled to Vote" in the McDonnell Douglas proxy statement dated March 17, 1987, and (v) "Amendment of MDC's Charter to Limit Directors' and Officers' Liability" in the McDonnell Douglas proxy statement dated March 21, 1988; (7) the description of the McDonnell Douglas Preferred Stock Purchase Rights contained in the McDonnell Douglas Registration Statement on Form 8-A filed under the Exchange Act on August 6, 1990 (File No. 1-10592), as supplemented by the description of the Amended and Restated Rights Agreement in the McDonnell Douglas Current Report on Form 8-K filed with the Commission on June 3, 1996; (8) the Boeing Proxy Statement on Schedule 14A dated March 10, 1997 (File No. 1-442); (9) the Boeing Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-442); (10) the Boeing Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (File No. 1-442); (11) the Boeing Current Report on Form 8-K dated July 1, 1997 (File No. 1-442); (12) the Boeing Registration Statement on Form 10 (Registration No. 1-442) with respect to Boeing Common Stock and filed with the Commission on April 20, 1935, under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such registration; and (13) the description of the rights to purchase shares of Boeing's Series A Junior Participating Preferred Stock, without par value, contained in the Boeing Registration Statement on Form 8-A dated July 30, 1987 (File No. 1-442). Boeing's stockholder rights plan (the "Boeing Rights Plan") expires on August 7, 1997, and the Board of Directors of Boeing has stated that it currently intends to permit the Boeing Rights Plan to expire in accordance with its terms and not to replace it. All documents filed by McDonnell Douglas and Boeing pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares hereunder shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein (or in an applicable Prospectus Supplement) or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus or any Prospectus Supplement. All information appearing in this Prospectus is qualified in its entirety by the information and financial statements (including notes thereto) appearing in the documents incorporated herein by reference, except to the extent set forth in the immediately preceding statement. McDonnell Douglas and Boeing will provide a copy of any or all documents which have been or may be incorporated by reference in this Prospectus (exclusive of exhibits unless such exhibits are specifically incorporated by reference therein) without charge to each person to whom this Prospectus is delivered, upon written or oral request to, in the case of documents relating to McDonnell Douglas, McDonnell Douglas Corporation, Attn: Shareholder Services, Mail Code S1001240, P.O. Box 516, St. Louis, Missouri 63166-0516, telephone (314) 232-6283 and, in the case of documents relating to Boeing, Data Shipping Department, The Boeing Company, P.O. Box 3707, Mail Stop 3T-33, Seattle, Washington 98124-2207, telephone (206) 393-4964. MCDONNELL DOUGLAS McDonnell Douglas is principally engaged in the research, development and manufacturing of aerospace, commercial and military avionics, and defense electronics products. McDonnell Douglas, its divisions and its subsidiaries operate principally in four industry segments: military aircraft; missiles, space, and electronic systems; commercial aircraft; and financial services and other. The military aircraft segment accounted for 57%, the missiles, space, and electronic systems segment 16%, the commercial aircraft segment 24%, and the financial services and other segment 3%, in each case, of operating revenues for the year ended December 31, 1996. Operations in the first two industry segments are conducted primarily by McDonnell Douglas Aerospace and by Military Transport Aircraft, unincorporated operating divisions of McDonnell Douglas, which are engaged in design, development, production, and support of military transport aircraft, attack and fighter aircraft and training systems, military and commercial helicopters and ordnance, tactical missiles, satellite launching vehicles, space station design and development and space station shuttle payload integration, and defense electronic components and systems. Operations in the commercial aircraft segment are conducted by Douglas Aircraft Company ("DAC"), an unincorporated operating division of McDonnell Douglas, which designs, develops, produces, modifies and sells commercial transport aircraft and related spare parts and support services. Through its McDonnell Douglas Financial Services Corporation subsidiary, McDonnell Douglas is engaged in aircraft financing and commercial equipment leasing. McDonnell Douglas' subsidiary, McDonnell Douglas Realty Company, is a full-service developer and property manager in the commercial real estate market as well as for McDonnell Douglas' aerospace business. The mailing address of the principal executive offices of McDonnell Douglas is Post Office Box 516, St. Louis, Missouri, 63166-0516; its telephone number is (314) 232-0232. McDonnell Douglas was incorporated in Maryland in 1939 under the name McDonnell Aircraft Corporation. On April 19, 1967, its shareholders approved the merger with DAC and the name of the corporation was changed to McDonnell Douglas Corporation. BOEING Boeing is one of the world's major aerospace firms. Boeing operates in two principal industries: commercial aircraft, and defense and space. Commercial aircraft operations -- conducted through Boeing Commercial Airplane Group -- involve development, production and marketing of commercial jet aircraft and providing related support services to the commercial airline industry worldwide. Defense and space operations -- conducted through Boeing Defense & Space Group --- involve research, development, production, modification and support of military aircraft and helicopters and related systems, space and missile systems, rocket engines, and information services, primarily through U.S. government contracts. Approximately 75% of Boeing's 1996 revenues were attributable to the commercial aircraft segment, and 25% were attributable to the defense and space segment. The mailing address and telephone number of the principal executive offices of Boeing are 7755 East Marginal Way South, Seattle, Washington 98108 and (206) 655-2121. Boeing was originally incorporated in Washington in 1916 and was reincorporated in Delaware in 1934. THE MERGER McDonnell Douglas has entered into an Agreement and Plan of Merger dated as of December 14, 1996 (the "Merger Agreement") among Boeing, West Acquisition Corp., a wholly-owned subsidiary of Boeing ("Sub"), and McDonnell Douglas, which provides for the merger of Sub with and into McDonnell Douglas (the "Merger"), with McDonnell Douglas surviving as a wholly-owned subsidiary of Boeing. The closing of the sale of Shares offered hereby is conditioned upon approval of the Merger by the shareholders of McDonnell Douglas and approval of the issuance of Boeing common stock by the shareholders of Boeing. In addition, the Shares offered hereby will not be issued unless McDonnell Douglas believes that all of the other conditions to the consummation of the Merger have been or will be satisfied or waived (where permissible). If, however, the Merger is not consummated, purchasers of the Shares offered hereby will remain holders of the Common Stock. The Shares offered hereby will be issued after the record date for determining the holders of shares of Common Stock entitled to vote at the special meeting of McDonnell Douglas shareholders called to approve the Merger. As a result, the Shares offered hereby will not be entitled to vote at the special meeting. Subject to the terms and conditions of the Merger Agreement, each share of Common Stock outstanding immediately prior to the effective time of the Merger will be converted in the Merger into 1.3 shares of Boeing Common Stock. Cash will be paid in lieu of any fractional share of Boeing Common Stock. See Section 8, "THE MERGER" in the Joint Proxy Statement/Prospectus incorporated by reference herein. Subject to shareholder approval and the other conditions specified in the Merger Agreement, it is currently anticipated that the Merger will be consummated on August 1, 1997. Either Boeing or McDonnell Douglas may terminate the Merger Agreement if the Merger shall not have been consummated on or before December 31, 1997. USE OF PROCEEDS Except as otherwise described in the applicable Prospectus Supplement, McDonnell Douglas intends to use the net proceeds from the sale of the Shares for general corporate purposes. If the Merger is consummated, the net proceeds from the sale of the Shares may be used for general corporate purposes of Boeing. The principal reason for the offering is to facilitate the treatment of the Merger as a pooling of interests. DESCRIPTION OF THE COMMON STOCK The description of the Common Stock set forth below does not purport to be complete and is qualified in its entirety by reference to McDonnell Douglas' Articles of Amendment and Restatement of the Charter of McDonnell Douglas (the "McDonnell Douglas Charter"). McDonnell Douglas is authorized to issue 10,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"), 1,000,000 shares of which are classified as Series A Junior Participating Preferred Stock, and 400,000,000 shares of the Common Stock. The McDonnell Douglas Board of Directors (the "Board of Directors") may provide for the issuance of Preferred Stock in one or more series and, to the extent permitted by law, may establish different preferences, rights, restrictions (including restrictions on transferability) and qualification for each series. No shares of Preferred Stock are issued and outstanding. The 1,000,000 shares of Series A Junior Participating Preferred Stock are reserved for issuance upon exercise of the preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement dated as of August 2, 1990, amended as of January 3, 1995 and amended and restated as of May 31, 1996 (the "Rights Agreement"), between McDonnell Douglas and First Chicago Trust Company of New York. The Shares will have Rights attached thereto. However, McDonnell Douglas has agreed in the Merger Agreement that it will amend the Rights Agreement such that the "Final Expiration Date" (as defined in the Rights Agreement) shall occur immediately prior to the consummation of the Merger. The Common Stock (i) subject to the preferences and rights of the Preferred Stock, is entitled to dividends and other distributions authorized thereon by the Board of Directors, (ii) is entitled to receive any balance remaining in case of dissolution, liquidation or winding up of McDonnell Douglas after satisfying the prior rights of creditors and all series of Preferred Stock, and (iii) is entitled to the exclusive voting power for the election of directors and for all other corporate purposes, except as the Board of Directors may have established in respect of one or more series of Preferred Stock at the time outstanding. The Board of Directors is divided into three classes, each of which is composed as nearly as possible of one-third of the directors. Holders of the Common Stock (i) are entitled to one vote per share on all matters submitted to a vote of shareholders and (ii) have no preemptive rights or cumulative voting rights. See Section 12, "COMPARISON OF THE RIGHTS OF HOLDERS OF BOEING COMMON STOCK AND MCDONNELL DOUGLAS COMMON STOCK" in the Joint Proxy Statement/Prospectus incorporated by reference herein. PLAN OF DISTRIBUTION McDonnell Douglas may sell the Shares being offered hereby, to or through underwriters or dealers, directly to other purchasers, or through agents. The Prospectus Supplement with respect to the Shares will set forth the terms of the offering of the Shares, including the name or names of any underwriters, dealers or agents, the price of the offered Shares and the net proceeds to McDonnell Douglas from such sale, any underwriting discounts or other items constituting underwriters' compensation, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which the Shares may be listed. If underwriters are used in the sale, the Shares will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public price or at varying prices determined at the time of sale. The underwriter or underwriters with respect to a particular underwritten offering of Shares will be named in the Prospectus Supplement relating to such offering, and if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover of such Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters or agents to purchase the Shares will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Shares if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If a dealer is utilized in the sale of any Shares in respect of which this Prospectus is delivered, McDonnell Douglas will sell such Shares to the dealer, as principal. The dealer may then resell such Shares to the public at varying prices to be determined by such dealer at the time of resale. The name of the dealer and the terms of the transaction will be set forth in the Prospectus Supplement relating thereto. Shares may be sold directly by McDonnell Douglas to one or more institutional purchasers, or through agents designated by McDonnell Douglas from time to time, at a fixed price, or prices, which may be changed, or at varying prices determined at time of sale. Any agent involved in the offer or sale of the Shares will be named, and any commissions payable by McDonnell Douglas to such agent will be set forth, in the Prospectus Supplement relating thereto. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. In connection with the sale of the Shares, underwriters, agents or dealers may receive compensation from McDonnell Douglas or from purchasers of Shares for whom they may act as agents in the form of discounts, concessions, or commissions. Underwriters, agents, and dealers participating in the distribution of the Shares may be deemed to be underwriters, and any discounts or commissions received by them from McDonnell Douglas and any profit on the resale of the Shares by them may be deemed to be underwriting discounts or commissions under the Securities Act. Agents, dealers, and underwriters may be entitled under agreements entered into with McDonnell Douglas to indemnification by McDonnell Douglas against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that such agents, dealers, or underwriters may be required to make with respect thereto. Underwriters, dealers, or agents and their associates may be customers of, engage in transactions with and perform services for, McDonnell Douglas in the ordinary course of business. LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for McDonnell Douglas by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland. EXPERTS The consolidated financial statements and related financial statement schedule incorporated in this Registration Statement by reference to The Boeing Company Annual Report on Form 10-K for the year ended December 31, 1996 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are also incorporated by reference herein and have been incorporated by reference in the Registration Statement in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The consolidated financial statements and schedule of McDonnell Douglas incorporated by reference in McDonnell Douglas' Annual Report on Form 10-K for the year ended December 31, 1996 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report incorporated therein by reference and incorporated herein by reference, such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The estimated expenses to be incurred in connection with the issuance and distribution of the Common Stock covered by this Registration Statement are as follows: Securities and Exchange Commission registration fee (actual) . . . . . $72,784 Legal fees and expenses . . . . . . . $50,000 Accountants' fees and expenses . . . . $10,000 Miscellaneous . . . . . . . . . . . $10,000 Total . . . . . . . . . . . $142,784 Item 15. Indemnification of Directors and Officers. Section 2-418 of the Maryland General Corporation Law (the "MGCL") requires a Maryland corporation (unless its charter provides otherwise, which McDonnell Douglas' charter does not) to indemnify an officer or director who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. Section 2-418 permits a Maryland corporation to indemnify its present and former officers and directors, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (i) the act or omission of the officer or director was material to the matters giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the officer or director actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the officer or director had reasonable cause to believe that the act or omission was unlawful. However, if the proceeding is one by or in the right of the corporation or if the proceeding results in a judgment of liability based on the improper receipt of a personal benefit, indemnification may not be made in respect of any proceeding in which the officer or director shall have been adjudged liable to the corporation unless ordered by a court and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written statement by or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met. Whether an officer or a director has met the required standard of conduct must be determined by a majority vote of a quorum consisting of directors not parties to the proceeding, or, in the absence of such a quorum, by a majority vote of a committee of directors not parties to the proceeding, or by special legal counsel selected by majority vote of a quorum of directors not parties to the proceeding or a committee of directors not parties to the proceeding, or by the shareholders of the corporation. The termination of a proceeding by judgment, order or settlement does not create a presumption that the officer or director did not meet the requisite standard of conduct. The termination of a proceeding by conviction, or a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment creates a rebuttable presumption that the officer or director did not meet the requisite standard of conduct. The McDonnell Douglas Bylaws provide that McDonnell Douglas shall indemnify, and advance expenses to, former and current directors in connection with any threatened, pending or completed action, suit or proceeding arising out of such person's service to McDonnell Douglas except with respect to any action, suit or proceeding brought by such person against McDonnell Douglas or to the extent such indemnification is expressly prohibited by the MGCL. The McDonnell Douglas Bylaws further provide that McDonnell Douglas shall provide indemnification as required by law and may, as authorized at any time by general or specific action of the Board of Directors, provide further indemnification and advance expenses, to officers and other persons who serve or have served McDonnell Douglas in connection with any threatened, pending or completed action, suit or proceeding arising out of such persons' service to McDonnell Douglas except with respect to any action, suit or proceeding brought by such person against McDonnell Douglas or to the extent such indemnification is expressly prohibited by the MGCL. Moreover, certain directors and officers of McDonnell Douglas have indemnification agreements with McDonnell Douglas ("Indemnification Agreements"), which provide in substance that, subject to the provisions of the MGCL, McDonnell Douglas will indemnify, and advance expenses to, such directors and officers if, by reason of their status as a director or officer of McDonnell Douglas, they are made a party to any threatened or pending proceeding. The respective Indemnification Agreements and the obligations contained therein shall continue in effect during each director's tenure as a member of the Board of Directors or officer's employment period and shall continue thereafter so long as such director or officer shall be subject to such proceedings. As authorized by Section 2-418 of the MGCL and by a resolution of the Board of Directors, McDonnell Douglas has purchased and maintains at its expense, on behalf of directors and officers, insurance, within certain limits, covering liabilities which may be incurred by them in such capacities. Boeing and Sub have agreed that all rights to exculpation and indemnification for acts or omissions occurring prior to the effective time of the Merger now existing in favor of the current or former directors or officers (the "Indemnified Parties") of McDonnell Douglas as provided in its charter or Bylaws or in any agreement will survive the Merger and shall continue in full force and effect in accordance with their terms. Boeing has agreed that, for six years from the Effective Time, it will indemnify the Indemnified Parties to the same extent as such Indemnified Parties are entitled to indemnification pursuant to the preceding sentence. Boeing has also agreed that, for six years from the effective time of the Merger, it will maintain in effect McDonnell Douglas' current directors' and officers' liability insurance covering those persons who are currently covered by McDonnell Douglas' directors' and officers' liability insurance policy; provided, however, that in no event will Boeing be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by McDonnell Douglas for such insurance; and provided further, however, that if the annual premiums of such insurance coverage exceed such amount, Boeing will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Item 16. List of Exhibits. 1* Form of Underwriting Agreement. 2 Agreement and Plan of Merger among The Boeing Company, West Acquisition Corp. and McDonnell Douglas Corporation, dated as of December 14, 1996 (incorporated by reference to Exhibit 2 to McDonnell Douglas' Annual Report on Form 10-K for the year ended December 31, 1996) 4(a) Articles of Amendment and Restatement of McDonnell Douglas' Charter, as filed May 8, 1996 (incorporated by reference to Exhibit 3(a) to McDonnell Douglas' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996) 4(b) Bylaws of McDonnell Douglas, as amended October 25, 1996 (incorporated by reference to Exhibit 3(b) to McDonnell Douglas' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996) 4(c) Amended and Restated Rights Agreement, dated as of May 31, 1996 between McDonnell Douglas Corporation and First Chicago Trust Company of New York, which includes the form of Articles Supplementary for Series A Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Preferred Stock Purchase Rights as Exhibit C (incorporated by reference to Exhibit 4 to McDonnell Douglas' Current Report on Form 8-K, filed with the Commission on June 3, 1996). 5* Opinion of Ballard Spahr Andrews & Ingersoll as to the validity of the Shares 23(a) Consent of Ernst & Young LLP, Independent Auditors 23(b) Consent of Deloitte & Touche LLP, Independent Auditors 23(c)* Consent of Ballard Spahr Andrews & Ingersoll (included as part of Exhibit 5) 24 Power of Attorney, from each of the following persons, authorizing each of F. Mark Kuhlmann and Steven N. Frank to sign McDonnell Douglas' Registration Statement on Form S-3 as their attorney-in-fact: Harry C. Stonecipher, James F. Palmer, Mark N. Schroeder, John H. Biggs, B.A. Bridgewater, Jr., Beverly B. Byron, William E. Cornelius, William H. Danforth, M.D., Kenneth M. Duberstein, James S. McDonnell, III, John F. McDonnell, George A. Schaefer, Ronald L. Thompson, and P. Roy Vagelos, M.D. ___________ *Filed herewith. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) that, for purposes of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual reports pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) that, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (6) that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described above in Item 15, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis and State of Missouri on the 18th day of July, 1997. MCDONNELL DOUGLAS CORPORATION By: /s/ F. Mark Kuhlmann F. Mark Kuhlmann Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons on July 18, 1997 in the capacities indicated: Signature Title * __________________________ President and Chief Executive Harry C. Stonecipher Officer (principal executive officer) and Director * __________________________ Senior Vice President and Chief James F. Palmer Financial Officer (principal financial officer) * __________________________ Vice President and Controller Mark N. Schroeder (principal accounting officer) * ___________________________ Director John H. Biggs * ___________________________ Director B.A. Bridgewater, Jr. * ___________________________ Director Beverly B. Byron * ___________________________ Director William E. Cornelius * ___________________________ Director William H. Danforth, M.D. * ___________________________ Director Kenneth M. Duberstein __________________________ Director William S. Kanaga * __________________________ Director James S. McDonnell, III * __________________________ Director, Chairman of the Board John F. McDonnell * __________________________ Director George A. Schaefer * __________________________ Director Ronald L. Thompson * __________________________ Director P. Roy Vagelos, M.D. * F. Mark Kuhlmann, by signing his name hereto, does hereby execute this Amendment to the Registration Statement on behalf of the directors and officers of the Registrant indicated above by asterisks, pursuant to powers of attorney duly executed by such directors and officers and filed as an exhibit to the Registration Statement. By: /s/ F. Mark Kuhlmann ___________________________ F. Mark Kuhlmann Attorney-in-fact EXHIBIT INDEX Exhibits 1* Form of Underwriting Agreement. 2 Agreement and Plan of Merger among The Boeing Company, West Acquisition Corp. and McDonnell Douglas Corporation, dated as of December 14, 1996 (incorporated by reference to Exhibit 2 to McDonnell Douglas' Annual Report on Form 10-K for the year ended December 31, 1996) 4(a) Articles of Amendment and Restatement of McDonnell Douglas' Charter, as filed May 8, 1996 (incorporated by reference to Exhibit 3(a) to McDonnell Douglas' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996) 4(b) Bylaws of McDonnell Douglas, as amended October 25, 1996 (incorporated by reference to Exhibit 3(b) to McDonnell Douglas' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996) 4(c) Amended and Restated Rights Agreement, dated as of May 31, 1996 between McDonnell Douglas Corporation and First Chicago Trust Company of New York, which includes the form of Articles Supplementary for Series A Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Preferred Stock Purchase Rights as Exhibit C (incorporated by reference to Exhibit 4 to McDonnell Douglas' Current Report on Form 8-K, filed with the Commission on June 3, 1996). 5* Opinion of Ballard Spahr Andrews & Ingersoll as to the validity of the Shares 23(a) Consent of Ernst & Young LLP, Independent Auditors 23(b) Consent of Deloitte & Touche LLP, Independent Auditors 23(c)* Consent of Ballard Spahr Andrews & Ingersoll (included as part of Exhibit 5) 24 Power of Attorney, from each of the following persons, authorizing each of F. Mark Kuhlmann and Steven N. Frank to sign McDonnell Douglas' Registration Statement on Form S-3 as their attorney-in-fact: Harry C. Stonecipher, James F. Palmer, Mark N. Schroeder, John H. Biggs, B.A. Bridgewater, Jr., Beverly B. Byron, William E. Cornelius, William H. Danforth, M.D., Kenneth M. Duberstein, James S. McDonnell, III, John F. McDonnell, George A. Schaefer, Ronald L. Thompson, and P. Roy Vagelos, M.D. __________ *Filed herewith. EX-1 2 UNDERWRITING AGREEMENT EXHIBIT 1 McDonnell Douglas Corporation 3,500,000 Shares Common Stock, par value $1.00 per share Underwriting Agreement July __, 1997 J.P. Morgan Securities Inc. 60 Wall Street New York, New York 10260 Ladies and Gentlemen: McDonnell Douglas Corporation, a Maryland corporation (the "Company"), proposes to issue and sell to you (the "Underwriter") 3,500,000 shares of Common Stock, par value $1.00 per share, of the Company (the "Shares"). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the "Stock". The Stock, including the Shares, will have attached thereto rights (the "Rights") issued pursuant to a Rights Agreement (the "Rights Agreement") amended and restated as of May 31, 1996 between the Company and First Chicago Trust Company of New York. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3, including a prospectus, relating to 3,500,000 shares of Common Stock, par value $1.00 per share, of the Company, and related Rights (the "Shelf Securities"), to be issued from time to time by the Company and shall promptly hereafter file with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Shares. The registration statement as amended to the date of this Agreement, including information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is referred to in this Agreement as the "Registration Statement". The term "Basic Prospectus" means the related prospectus covering the Shelf Securities in the form first used to confirm sales of the Shares. The term "Prospectus" means the Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (the "Prospectus Supplement"). The term "preliminary prospectus" means any preliminary form of the Prospectus. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of the Basic Prospectus, such preliminary prospectus or the Prospectus, as the case may be and any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. The Company has entered into an Agreement and Plan of Merger dated as of December 14, 1996 (the "Merger Agreement") among The Boeing Company, a Delaware corporation ("Boeing"), West Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Boeing ("Sub"), and the Company, which provides for the merger of Sub with and into the Company (the "Merger") with the Company surviving as a wholly-owned subsidiary of Boeing. Subject to the terms and conditions of the Merger Agreement, each share of Stock outstanding immediately prior to the effective time of the Merger will be converted into 1.3 shares of Common Stock, par value $5.00 per share, of Boeing ("Boeing Stock"). If the Merger is consummated prior to the expiration of the stockholder rights plan of Boeing (the "Boeing Rights Plan"), subject to the terms and conditions of the Merger Agreement, each share of Boeing Stock issued in respect of Stock outstanding immediately prior to the consummation of the Merger will be issued with a corresponding right (each, a "Boeing Right") which will expire on August 7, 1997 pursuant to the terms of the Boeing Rights Plan. The Company understands that Boeing has entered into an agreement with the Underwriter (the "Boeing Agreement") dated as of the date hereof to induce the Underwriter to enter into this Agreement. The Company has advised the Underwriter that the primary purpose of the sale of the Shares is to facilitate the treatment of the Merger as a pooling of interests. The Company hereby agrees with the Underwriter as follows: 1. The Company agrees to issue and sell the Shares to the Underwriter as hereinafter provided, and the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions stated in Section 6 hereof, agrees to purchase the Shares from the Company at a purchase price per share of $ . 2. The Company understands that the Underwriter intends (i) to make a public offering of the Shares and (ii) initially to offer the Shares upon the terms set forth in the Prospectus; in each case, subject to the terms and conditions set forth herein. 3. Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter on , 1997, or at such other time on the same or such other date, not later than the third Business Day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment is referred to herein as the "Closing Date". As used herein, the term "Business Day" means any day other than a day on which banks are permitted or required to be closed in New York City. Payment for the Shares shall be made against delivery to the Underwriter of the Shares registered in such names and in such denominations as the Underwriter shall request in writing not later than two full Business Days prior to the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriter of the Shares duly paid by the Company. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.P. Morgan Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date. 4. The Company represents and warrants to the Underwriter that: (a) no order preventing or suspending the use of any preliminary prospectus has been issued by the Commission, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, (i) complied when so filed in all material respects with the Securities Act, and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representation and warranty set forth in the preceding subclause (ii) of this paragraph shall not apply to any statements or omissions (x) made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein, (y) relating exclusively to Boeing or (z) relating to items identified as adjustments in the pro forma financial statements relating exclusively to Boeing; (b)(i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission; (ii) the Registration Statement and Basic Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) comply, or will comply, as the case may be, in all material respects with the Securities Act; and (iii) the Registration Statement as of its effective date, the Registration Statement as supplemented by the Prospectus Supplement as of the date of this Agreement, any amendment to the Registration Statement as of the effective date of such amendment, the Prospectus as of the date of this Agreement and the Prospectus as amended or supplemented as of the date of such amendment or supplement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, if applicable, at the Closing Date will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the representation and warranty set forth in the preceding subclause (iii) of this paragraph shall not apply to statements or omissions in the Registration Statement or the Prospectus (x) made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein, (y) relating exclusively to Boeing or (z) relating to items identified as adjustments to the pro forma financial statements relating exclusively to Boeing; (c) the documents incorporated by reference in the Prospectus when they were filed with the Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to (i) any documents relating exclusively to Boeing and (ii) items identified as adjustments in the pro forma financial statements relating exclusively to Boeing; (d) the financial statements, and the related notes thereto, of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods specified, in each case in accordance with generally accepted accounting principles in the United States consistently applied during the periods involved (except as otherwise disclosed in the notes thereto) and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the pro forma financial information, and the related notes thereto, included or incorporated by reference in the Registration Statement and the Prospectus has been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable and are based upon good faith estimates and assumptions believed by the Company to be reasonable to, principally among other items, conform the accounting policies of the Company and Boeing (but do not reflect any adjustments related to the issuance of the Shares contemplated hereby); (e) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any event, occurrence or facts that has resulted in a material adverse change in or affecting the financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus or in connection with the European Commission, the Merger Task Force of the European Commission, or any related body administered by the European Commission; (f) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its businesses requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not individually or in the aggregate have a material adverse effect on the Company and its subsidiaries, taken as a whole; (g) each subsidiary of the Company that is a "significant subsidiary" within the meaning of Rule 405 promulgated by the Commission under the Securities Act (each, a "Significant Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has the power and authority to own its properties and to carry on its business as described in the Prospectus, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not individually or in the aggregate have a material adverse effect on the Company and its subsidiaries taken as a whole; and all the outstanding shares of capital stock of each such Significant Subsidiary have been duly authorized and validly issued, are fully-paid and non-assessable, and (except, in the case of foreign subsidiaries, for directors' qualifying shares) are owned by the Company, directly or indirectly, free and clear of all liens, charges, encumbrances, security interests, claims and other restrictions, except for liens, charges, encumbrances, security interests, claims or restrictions (i) contained in credit agreements and similar instruments to which the Company is a party under which no event of default has occurred or arisen or (ii) which would not individually or in the aggregate have a material adverse effect on the Company and its subsidiaries taken as a whole; (h) this Agreement has been duly authorized, executed and delivered by the Company; (i) the Company has an authorized capitalization as set forth in the Prospectus and such authorized capital stock conforms as to legal matters to the description thereof set forth in the Prospectus, and all of the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully-paid and non-assessable and are not subject to any preemptive or similar rights; and, except as described in or expressly contemplated by the Prospectus or the Merger Agreement, and except for options and shares of Common Stock granted pursuant to employee incentive or benefit plans, programs, and arrangements and non-employee director plans, there are no outstanding subscription rights, warrants, options or other arrangements obligating the Company or any of its subsidiaries to issue any shares of capital stock; (j) the Shares to be issued and sold by the Company hereunder have been duly authorized, and, when issued and delivered to and paid for by the Underwriter in accordance with the terms of this Agreement, will be duly issued and will be fully paid and non-assessable and will conform to the descriptions thereof in the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights; (k) the Rights Agreement has been duly authorized, executed and delivered by the Company; the Rights have been duly authorized by the Company and, when issued upon issuance of the Shares, will be validly issued, and the shares of Series A Junior Participating Preferred Stock issuable upon exercise of the Rights have been duly authorized by the Company and validly reserved for issuance, and when issued upon the exercise of the Rights in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable; (l) the Company is not and with the giving of notice or lapse of time or both would not be, in violation of or in default under, its charter (the "Charter") or By-laws, except for violations and defaults which individually or in the aggregate are not material to the Company and its subsidiaries taken as a whole; the issue and sale of the Shares and the performance by the Company of its obligations under this Agreement and the Merger Agreement and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will any such action result in any violation of the provisions of the Charter or the By-laws of the Company or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except for such conflicts, breaches or violations (other than with respect to the Charter and the By-laws of the Company) which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole and except as it concerns the laws, rules and regulations administered by the European Commission, the Merger Task Force of the European Commission, or any related body administered by the European Commission; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement or the Merger Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications (i) as have been obtained under the Securities Act and as may be required under state securities or Blue Sky Laws in connection with the purchase and distribution of the Shares by the Underwriter, (ii) [in connection with the Merger, as have been obtained or made under the Maryland General Corporation Law, the Securities Act, the Exchange Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Section 4043 of the Employee Retirement Income Security Act of 1974, as amended, the Communication Act of 1934, as amended, any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states and other than any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof], [(iii) from the European Commission, the Merger Task Force of the European Commission, or any related body administered by the European Commission with respect to the Merger] or (iv) such consents, approvals, authorizations, orders, licenses, registrations or qualifications the failure to obtain which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or substantially impair or delay the consummation of the transactions contemplated by this Agreement or the Merger Agreement; (m) other than as set forth or contemplated in the Prospectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective properties or to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, except such investigations, actions, suits or proceedings by the European Commission, the Merger Task Force of the European Commission, or any other body administering, enforcing or interpreting the laws, rules, and regulations of the European Commission; (n) the Company has not taken nor will it take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Common Stock; (o) the Merger Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding agreement of the Company; and (p) the Merger has been duly authorized by all necessary corporate action of the Company, except for approval of the Merger by the shareholders of the Company, and, when all of the conditions to the Merger contained in the Merger Agreement have been fulfilled or waived (where permissible) and the articles of merger relating to the Merger have been filed with and accepted for record by the State Department of Assessments and Taxation of Maryland in accordance with the Merger Agreement, the Merger will be effective in accordance with the laws of the State of Maryland. 5. The Company covenants and agrees with the Underwriter as follows: (a) to use its best efforts, to file, if required, the Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A under the Securities Act and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; and to furnish copies of the Prospectus to the Underwriter in New York City prior to 10:00 a.m., New York City time, on the Business Day next succeeding the date of this Agreement in such quantities as the Underwriter may reasonably request; (b) to deliver, at the expense of the Company, to the Underwriter two signed copies of the Registration Statement (as originally filed) and each amendment thereto, in each case including exhibits and documents incorporated by reference therein (other than documents relating exclusively to Boeing), and, during the period mentioned in paragraph (e) below, to the Underwriter as many copies of the Prospectus (including all amendments and supplements thereto) and documents incorporated by reference (other than documents relating exclusively to Boeing) therein as the Underwriter may reasonably request; (c) before filing any amendment or supplement to the Registration Statement or the Prospectus, to furnish to the Underwriter a copy of the proposed amendment or supplement for review and not to file any such proposed amendment or supplement to which the Underwriter reasonably objects in writing unless, in the judgment of the Company and its counsel, such amendment is required by law; (d) to advise the Underwriter promptly, and to confirm such advice in writing (i) when any amendment to the Registration Statement has been filed or becomes effective, (ii) when any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose, and (v) of the receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and to use its best efforts to prevent the issuance of any such stop order, or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of any order suspending any such qualification of the Shares, or notification of any such order thereof and, if issued, to obtain as soon as possible the withdrawal thereof; (e) if, during such period of time after the first date of the public offering of the Shares as in the reasonable opinion of counsel for the Underwriter a prospectus relating to the Shares is required by law to be delivered in connection with sales by the Underwriter or any dealer, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at the expense of the Company, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Company) to which Shares may have been sold by the Underwriter and to any other dealers upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law; (f) to endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Shares; provided that the Company shall not be required to qualify the Shares in any jurisdiction where, as a result of such qualification, the Company would be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (g) so long as the shares are outstanding, to make generally available to its security holders and to the Underwriter as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company beginning after the date of this Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder; (h) so long as the Shares are outstanding, until three years after the Closing Date, to furnish to the Underwriter copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial state- ments furnished to or filed with the Commission or any national securities exchange; (i) to use the net proceeds received by the Company from the sale of the Shares pursuant to this Agreement in the manner specified in the Prospectus under the caption "Use of Proceeds"; (j) to use its best efforts to list, subject to notice of issuance, the Shares on the New York Stock Exchange (the "NYSE"); and (k) whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limiting the generality of the foregoing, all costs and expenses (i) incident to the preparation, issuance, execution and delivery of the Shares, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Prospectus and any prelimi- nary prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) incurred in connection with the registration or qualification of the Shares under the laws of such jurisdictions as the Underwriter may designate (including reasonable fees of outside counsel for the Underwriter and its reasonable out-of-pocket disbursements not to exceed in the aggregate $5,000), (iv) in connection with the listing of the Shares on the NYSE, (v) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Preliminary and Supplemental Blue Sky Memoranda and the furnishing to the Underwriters and dealers of copies of the Registration Statement, any preliminary prospectus and the Prospectus, including mailing and shipping, as herein provided, (vi) the cost of preparing stock certificates and (vii) the cost and charges of any transfer agent and any registrar. 6. The obligation of the Underwriter hereunder to purchase the Shares on the Closing Date are subject to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 5(a) hereof; and all requests for additional information shall have been complied with to the satisfaction of the Underwriter; (b) (i) the representations and warranties of the Company contained herein are true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date and the Company shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) the representations and warranties of Boeing contained in the Boeing Agreement are true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date and Boeing shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (c) since the respective dates as of which information is given in the Prospectus, the businesses of the Company have been conducted in all material respects in the ordinary course and there has not been any event, occurrence or facts that has had a material adverse change in or affecting the financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus, the effect of which in the judgment of the Underwriter makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the Closing Date on the terms and in the manner contemplated in the Prospectus; it being expressly understood and agreed that for all purposes of this Agreement and notwithstanding any other provision contained herein, any decision by the European Commission or by the Merger Task Force of the European Commission or any agreement between the parties related to the European Commission process or the Merger Task Force of the European Commission process shall not be deemed material to, or constitute a material adverse change with respect to, the Company, Boeing, the Merger or the disclosures contained in the Joint Proxy Statement/Prospectus or the Registration Statement; (d) (i) the Underwriter shall have received on and as of the Closing Date a certificate of an executive officer of the Company, with specific knowledge about the Company's financial matters, satisfactory to the Underwriter to the effect set forth in subsections (a) through (c) (with respect to the respective representations, warranties, agreements and conditions of the Company) of this Section and to the further effect that there has not occurred any material adverse change in or affecting the financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole from that set forth or contemplated in the Registration Statement; (ii) the Underwriter shall have received on and as of the Closing Date a certificate of an executive officer of Boeing, with specific knowledge about Boeing's financial matters, satisfactory to the Underwriter to the effect set forth in Section 3(b) of the Boeing Agreement; (e) F. Mark Kuhlmann, General Counsel for the Company, shall have furnished to the Underwriter his written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriter, to the effect set forth in Exhibit A hereto. The opinion of F. Mark Kuhlmann described in Exhibit A hereto shall be rendered to the Underwriter at the request of the Company and shall so state therein. (f) Ballard Spahr Andrews & Ingersoll, special Maryland counsel for the Company, shall have furnished to the Underwriter their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriter, to the effect set forth in paragraphs (iv), (vi), (but, with respect to preemptive or similar rights, only as to such rights arising under the Maryland General Corporation Law, the Charter or the Bylaws of the Company) (vii) (but only with reference to the description of the Stock) and (xiii) of the opinion of F. Mark Kuhlmann referred to in subsection (e) of this Section. The opinion of Ballard Spahr Andrews & Ingersoll described above shall be rendered to the Underwriter at the request of the Company and shall so state therein. (g) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Company, shall have furnished to the Underwriter their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriter, to the effect that: (i) the statements in the Prospectus incorporated by reference from the Boeing and Company Joint Proxy Statement/Prospectus dated June 20, 1997 (the "Joint Proxy Statement/Prospectus") under the captions "Summary--The Merger and Merger Agreement," "The Merger," "Other Terms of the Merger Agreement," "Comparison of the Rights of Holders of Boeing Common Stock and McDonnell Douglas Common Stock," and "Certain Federal Income Tax Consequences" insofar as such statements constitute a summary of the terms of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such terms, legal matters, documents or proceedings; and (ii) such counsel is of the opinion that the Registration Statement, as of the effective date, and the Prospectus, as of the date of the Prospectus Supplement and as of the Closing Date, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act, except that in each case such counsel expresses no opinion as to the financial data included therein or excluded therefrom or the exhibits to the Registration Statement, and such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus. In addition, such counsel shall state that such counsel has participated in conferences with officers and representatives of the Company, counsel for the Company, representatives of the independent accountants of the Company and the Underwriter at which the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus and has made no independent check or verification thereof (except as set forth in clause (i) above), on the basis of the foregoing, no facts have come to such counsel's attention that has led such counsel to believe that the information under the captions "Summary--The Merger and the Merger Agreement," "The Merger," "Other Terms of the Merger" and "Comparison of the Rights of Holders of Boeing Common Stock and McDonnell Douglas Common Stock" included in the Joint Proxy Statement/Prospectus and incorporated by reference in the Registration Statement and the prospectus included therein at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of the date of the Prospectus Supplement and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements in the subcaptions referenced above, in light of the circumstances under which they were made, not misleading, except that such counsel does not express any opinion or belief with respect to the financial statements, schedules and other financial and statistical data included therein or excluded therefrom or the representations and warranties contained in the exhibits to the Registration Statement. With respect to the matters to be covered in subparagraph (ii) above counsel may state their opinion and belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto (other than the documents incorporated by reference therein) and review and discussion of the contents thereof (including the documents incorporated by reference therein) but is without independent check or verification except as specified. The opinion of Skadden, Arps, Slate, Meagher & Flom LLP described above shall be rendered to the Underwriter at the request of the Company and shall so state therein. (h) Theodore J. Collins, General Counsel for Boeing, shall have furnished to the Underwriter his written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriter, to the effect set forth in Section 3(c) of the Boeing Agreement. The opinion of Theodore J. Collins described above shall be rendered to the Underwriter at the request of the Company and shall so state therein. (i) on the date of this Agreement and also on the Closing Date Ernst & Young LLP and Deloitte & Touche LLP shall have furnished to you letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, containing statements and information of the type customarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus of the Company in the case of Ernst & Young LLP and of Boeing in the case of Deloitte & Touche LLP; (j) the Shares shall have been approved for listing on the NYSE, subject to official notice of issuance; (k) on or prior to the Closing Date the Company and Boeing shall each have furnished to the Underwriter such further certificates and documents as the Underwriter shall reasonably request; and (l) as of the Closing Date, the shareholders of the Company shall have approved the Merger and the shareholders of Boeing shall have approved the issuance of shares of Boeing Stock in connection with the Merger in accordance with all applicable law. 7. The Company agrees to indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees of outside counsel and other reasonable out-of-pocket expenses incurred in connection with any suit, action or proceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information (i) relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein, (ii) relating exclusively to Boeing, or (iii) relating to items identified as adjustments in the pro forma financial statements relating exclusively to Boeing. The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Underwriter, but only with reference to information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any preliminary prospectus. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "Indemnified Person") shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Person") in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Underwriter and such control persons of the Underwriter shall be designated in writing by the Underwriter and any such separate firm for the Company, its directors, its officers who sign the Registration Statement and such control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding. If the indemnification provided for in the first and second paragraphs of this Section 7 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriter on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriter on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriter on the other hand shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the Company and the total underwriting discounts and the commissions received by the Underwriter, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate public offering price of the Shares. The relative fault of the Company on the one hand and the Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall the Underwriter be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section ll(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Underwriter or any person controlling the Underwriter or by or on behalf of the Company, its officers or directors or any other person controlling the Company and (iii) acceptance of and payment for any of the Shares. 8. Notwithstanding anything herein contained, this Agreement may be terminated in the absolute discretion of the Underwriter, by notice given to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, either the New York Stock Exchange or the Pacific Stock Exchange (other than any temporary suspensions in connection with the Merger), (ii) trading of any securities of or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Underwriter, is material and adverse and which, in the judgment of the Underwriter, makes it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. 9. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 10. If this Agreement shall be terminated by the Underwriter, because of any failure or refusal on the part of the Company or Boeing to comply with the terms or to fulfill any of the conditions of this Agreement or the Letter Agreement, as the case may be, or if for any reason the Company and Boeing shall be unable to perform their respective obligations under this Agreement or the Letter Agreement, as the case may be, or any condition of the Underwriter's obligations cannot be fulfilled, the Company agrees to reimburse the Underwriter for all out-of-pocket expenses (including the reasonable fees and reasonable out-of-pocket expenses of its outside counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. 11. This Agreement shall inure to the benefit of and be binding upon the Company and the Underwriter, any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Shares from the Underwriter shall be deemed to be a successor by reason merely of such purchase. 12. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriter shall be given to J.P. Morgan Securities Inc., 60 Wall Street, New York, New York 10260 (telefax:______); Attention: Syndicate Department. Notices to the Company shall be given to it at ____________, _____________, ____________, (telefax:________); Attention:____________. 13. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 14. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. If the foregoing is in accordance with your understanding, please sign and return four counterparts hereof. Very truly yours, MCDONNELL DOUGLAS CORPORATION By:__________________________ Title: Accepted:_________, 1997 J.P. Morgan Securities Inc. By:________________________________ Title: EXHIBIT A Matters to be covered by the Opinion of F. Mark Kuhlmann (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and has the corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) the Company has been duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its businesses requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; (iii) other than as set forth or contemplated in the Prospectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to the best of such counsel's knowledge, threatened against or affecting the Company or any of its subsidiaries or any of its properties or to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or its subsidiaries is or may be the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (vi) the Shares to be issued and sold by the Company hereunder have been duly authorized, and when delivered to and paid for the Underwriter in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the issuance of the Shares is not subject to any preemptive or similar rights; (vii) the description of the Stock incorporated by reference in the Prospectus, the description of the Rights incorporated by reference in the Prospectus, the statements in the Prospectus under the caption "Description of the McDonnell Douglas Common Stock", the statements in the Prospectus incorporated by reference from Item 3 of Part I of the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and in the Registration Statement in Item 15, insofar as such statements constitute a summary of the terms of the Stock, Rights, legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such terms, legal matters, documents or proceedings; (viii) such counsel is of the opinion that the Registration Statement and the Prospectus and any amendments and supplements thereto (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and has no reason to believe that (other than the financial statements and related schedules therein and statements and omissions relating to Boeing exclusively, as to which such counsel need express no belief) the Registration Statement or the prospectus included therein at the time the Registration Statement became effective, or the Registration Statement, as supplemented by the Prospectus Supplement, or the Prospectus as of the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as amended or supplemented, if applicable, as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ix) the issue and sale of the Shares and the performance by the Company of its obligations under this Agreement and the Merger Agreement and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will any such action result in any violation of the provisions of the Charter or the By-laws of the Company or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except for such conflicts, breaches or violations (other than with respect to the Charter and the By-laws of the Company) which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, except that such counsel expresses no opinion concerning the laws, rules and regulations administered by the European Commission, the Merger Task Force of the European Commission, or any related body administered by the European Commission; (x) no consent, approval, authorization, order, license, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares or the consummation of the other transactions contemplated by this Agreement or the Merger Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications (i) as have been obtained under the Securities Act and as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriter, (ii) [in connection with the Merger, as have been obtained or made under the Maryland General Corporation Law, the Securities Act, the Exchange Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Section 4043 of the Employee Retirement Income Security Act of 1974, as amended, the Communication Act of 1934, as amended, any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states and other than any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof, [(iii) from the European Commission, the Merger Task Force of the European Commission, or any related body administered by the European Commission with respect to the Merger] (iv) such consents, approvals, authorizations, orders, licenses, registrations or qualifications the failure to obtain which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole or substantially impair or delay the consummation of the transactions contemplated by this Agreement or the Merger Agreement; (xi) such counsel is of the opinion that the documents incorporated by reference in the Prospectus (other than any documents relating exclusively to Boeing) and any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; (xii) the Rights Agreement has been duly authorized, executed and delivered by the Company; the Rights have been duly authorized by the Company and, when issued upon issuance of the Shares, will be validly issued, and the shares of Series A Junior Participating Preferred Stock issuable upon exercise of the Rights have been duly authorized by the Company and validly reserved for issuance upon the exercise of the Rights and, when issued upon such exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable; and (xiii) the Merger Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding agreement of the Company. In rendering such opinions, such counsel may rely (A) as to matters involving the application of laws other than the laws of the United States to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Underwriter) of other counsel reasonably acceptable to the Underwriter's counsel, familiar with the applicable laws; (B) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company. The opinion of such counsel for the Company shall state that the opinion of any such other counsel upon which they relied is in form satisfactory to such counsel and, in such counsel's opinion, the Underwriter and they are justified in relying thereon. With respect to the matters to be covered in subparagraph (viii) above counsel may state their opinion and belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and review and discussion of the contents thereof but is without independent check or verification except as specified. EX-5 3 OPINION EXHIBIT 5 BALLARD SPAHR ANDREWS & INGERSOLL 300 EAST LOMBARD STREET, 19TH FLOOR BALTIMORE, MD 21202-3268 TEL: 410-528-5600 FAX: 410-528-5650 July 17, 1997 McDonnell Douglas Corporation P.O. Box 516 St. Louis, Missouri 63166-0516 Re: Registration Statement on Form S-3 Registration No. 333-30033 Ladies and Gentlemen: We have served as Maryland counsel to McDonnell Douglas Corporation, a Maryland corporation (the "Company"), in connection with certain matters of Maryland law arising out of the registration of 3,500,000 shares (the "Shares") of Common Stock, par value $1.00 per share, of the Company, and the related right attached to each Share (the "Rights"), each to purchase one-one hundredth of a share of Series A Junior Participating Preferred Stock, $.01 par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the "Registration Statement"), under the Securities Act of 1933, as amended (the "1933 Act"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement. In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): 1. The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Securities and Exchange Commission (the "Commission") under the 1933 Act; 2. The charter of the Company, certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT"); 3. The Bylaws of the Company, as amended October 25, 1996, attached as Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996; 4. The Amended and Restated Rights Agreement (the "Rights Agreement"), dated as of May 31, 1996, between the Company and First Chicago Trust Company of New York, attached as Exhibit 4 to the Company's Current Report on Form 8-K, filed with the Commission on June 3, 1996; 5. Resolutions adopted by the Board of Directors and stockholder of the Company relating to the sale, issuance and registration of the Shares and the execution, delivery and performance of the Rights Agreement, certified as of a recent date by the Secretary of the Company; 6. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date; 7. A certificate executed by the Secretary of the Company, dated as of a recent date; and 8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein. In expressing the opinion set forth below, we have assumed, and so far as is known to us there are no facts inconsistent with, the following: 1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so. 2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. 3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding. 4. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There are no oral or written modifications or amendments to the Documents and there has been no waiver of any provisions of the Documents, by action or conduct of the parties or otherwise. 5. In expressing the opinion set forth in paragraph 3 below we have assumed that each director has acted and will act (i) in good faith, (ii) in a manner he or she reasonably believes to be in the best interests of the Company, and (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. The phrase "known to us" is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the issuance of this opinion. Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that: 1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. 2. The Shares are duly authorized and, when and if delivered against payment therefor in accordance with the resolutions of the Board of Directors of the Company, or a duly authorized committee thereof authorizing their issuance, will be duly and validly issued, fully paid and nonassessable. 3. When issued in accordance with the terms of the Rights Agreement and the resolutions of the Board of Directors of the Company authorizing their issuance, the Rights will be validly issued. The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the securities (or "blue sky") laws or the real estate syndication laws of the State of Maryland. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is being furnished to you solely for submission to the Securities and Exchange Commission as an exhibit to the Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to, or delivered to any other person or entity (other than Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company) without, in each instance, our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll -----END PRIVACY-ENHANCED MESSAGE-----