SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 6, 1996
The Boeing Company
(Exact name of registrant as specified in Charter)
Delaware 1-442 91-0425694
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7755 East Marginal Way South, Seattle, Washington 98108
------------------------------------------------- --------
(Address of Principal Executive Offices) Zip Code
Registrant's telephone number,
including area code: (206) 655-2121
Item 5. Other Events
On December 6, 1996, pursuant to an Agreement and Plan of
Merger ("the Merger Agreement") dated as of July 31, 1996, by and
among Rockwell International Corporation, a Delaware corporation
("Rockwell"), The Boeing Company, a Delaware corporation ("Boeing"),
and Boeing NA, Inc., a Delaware corporation and a wholly owned
subsidiary of Boeing ("Boeing NA"), Boeing NA merged with and into
Rockwell (the "Merger").
Immediately prior to the Merger, Rockwell effected a
tax-free reorganization pursuant to which (i) Rockwell contributed
(the "Contribution") substantially all of its businesses and assets,
except those related to its aerospace and defense businesses (with
certain additions and exclusions) (the "A&D Business"), to New
Rockwell International Corporation, a Delaware corporation and a newly
formed, wholly owned subsidiary of Rockwell which, following the
consummation of the Merger, was renamed "Rockwell International
Corporation" ("New Rockwell"), or to one of several entities that
became wholly owned operating subsidiaries of New Rockwell, (ii)
Rockwell made a pro rata distribution (the "Distribution") of all the
issued and outstanding shares of Common Stock, par value $1 per share,
of New Rockwell and Class A Common Stock, par value $1 per share, of
New Rockwell (collectively, "New Rockwell Shares"), including the
preferred share purchase rights associated with such New Rockwell
Shares, to the holders of shares of Common Stock, par value $1 per
share, of Rockwell ("Rockwell Common Stock") and Class A Common Stock,
par value $1 per share, of Rockwell ("Rockwell Class A Common Stock"),
respectively, on a share-for-share basis and (iii) effective
immediately following the Distribution, all issued and outstanding
shares of Rockwell Class A Common Stock were converted into shares of
Rockwell Common Stock on a share-for-share basis.
In the Merger, each share of Rockwell Common Stock
outstanding immediately prior to the Merger was converted into the
right to receive (i) 0.042 of a share of Common Stock, par value $5.00
per share, of Boeing (together with the associated rights to purchase
Series A Junior Participating Preferred Stock of Boeing, "Boeing
Common Stock"), and (ii) cash in lieu of any fractional share,
determined on the basis of $94.31 per share of Boeing Common Stock.
As a result of the Merger, Rockwell (then consisting of only
the A&D Business) became a wholly owned subsidiary of
Boeing and was renamed "Boeing North American, Inc." ("Boeing North
American").
The aggregate market value on December 6, 1996 of the
9,191,739 shares of Boeing Common Stock expected to be issued in
connection with the Merger was approximately $878,960,000. In
addition, in connection with the Merger Boeing assumed approximately
$565 million of short-term indebtedness of Rockwell and guaranteed
$1.6 billion of long- term indebtedness of Rockwell that was retained
by Boeing North American.
The Contribution and the Distribution were effected pursuant
to an Agreement and Plan of Distribution dated as of December 6, 1996
among Rockwell, New Rockwell, Allen-Bradley Company, Inc., Rockwell
Collins, Inc., Rockwell Semiconductor Systems, Inc., Rockwell Light
Vehicle Systems, Inc. and Rockwell Heavy Vehicle Systems, Inc.
In addition, on December 6, 1996, Rockwell, New Rockwell and
Boeing executed a Tax Allocation Agreement (the "Tax Allocation
Agreement") and Rockwell, Boeing, Boeing NA and New Rockwell executed a
Post-Closing Covenants Agreement (the "Post-Closing Covenants
Agreement").
The First National Bank of Boston has been retained by
Boeing to serve as the Exchange Agent. As soon as reasonably
practicable, Boeing will cause the Exchange Agent to mail or deliver a
letter of transmittal to each person who was a holder of record of
Rockwell Common Stock at the effective time of the Merger. The letter
of transmittal will contain instructions for use in effecting the
surrender of certificates formerly representing shares of Rockwell
Common Stock in exchange for the certificates representing Boeing
Common Stock and cash in lieu of fractional shares that such holder
has the right to receive.
Copies of the Distribution Agreement, the Post-Closing
Covenants Agreement the Tax Allocation Agreement are attached hereto
as Exhibit 2.2, Exhibit 2.3 and Exhibit 2.4, respectively, and are
incorporated herein by reference.
A copy of the press release, dated December 5, 1996, issued
by Boeing relating to the consummation of the Merger is attached
hereto as Exhibit 99.1.
The other information required by this item has been
previously reported by Boeing or Rockwell and is included or
incorporated by reference in the Proxy Statement/Prospectus which
constitutes part of Boeing's Registration Statement on Form S-4 (file
number 333-15001).
Item 7. Financial Statements and Exhibits
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of July 31, 1996,
by and among Rockwell International Corporation, The
Boeing Company and Boeing NA, Inc. filed as Exhibit 2.1
to the Registration Statement on Form S-4 of the Boeing
Company (file number 333-15001) is hereby incorporated by
reference.
2.2 Agreement and Plan of Distribution dated as of
December 6, 1996, among Rockwell International
Corporation, New Rockwell International Corporation,
Allen-Bradley Company, Inc., Rockwell Collins, Inc.,
Rockwell Semiconductor Systems, Inc., Rockwell Light
Vehicle Systems, Inc., and Rockwell Heavy Vehicle
Systems, Inc.
2.3 Post-Closing Covenants Agreement dated as of December 6,
1996, among Rockwell International Corporation, The
Boeing Company, Boeing NA, Inc. and New Rockwell
International Corporation.
2.4 Tax Allocation Agreement dated as of December 6, 1996, by
and among Rockwell International Corporation, New
Rockwell International Corporation and The Boeing
Company.
99.1 Press release dated December 5, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE BOEING COMPANY
(Registrant)
December 20, 1996 BY /s/ Douglas P. Beighle
----------------------------
Name: Douglas P. Beighle
Title: Senior Vice President
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
2.1 Agreement and Plan of Merger,
dated as of July 31, 1996, by and
among Rockwell International
Corporation, The Boeing Company
and Boeing NA, Inc. filed as
exhibit 2.1 to the Registration
Statement on Form S-4 of The
Boeing Company (file number 333-
15001) is hereby incorporated by
reference.
2.2 Agreement and Plan of
Distribution dated as of
December 6, 1996, among Rockwell
International Corporation, New
Rockwell International
Corporation, Allen-Bradley
Company, Inc., Rockwell Collins,
Inc., Rockwell Semiconductor
Systems, Inc., Rockwell Light
Vehicle Systems, Inc. and
Rockwell Heavy Vehicle Systems,
Inc.
2.3 Post-Closing Covenants Agreement
dated as of December 6, 1996,
among Rockwell International
Corporation, The Boeing Company,
Boeing NA, Inc. and New Rockwell
International Corporation.
2.4 Tax Allocation Agreement dated as
of December 6, 1996, by and among
Rockwell International
Corporation, New Rockwell
International Corporation and The
Boeing Company.
99.1 Press release dated December 5,
1996.
Washington, D.C. 20549
---------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 6, 1996
The Boeing Company
(Exact name of registrant as specified in Charter)
Delaware 1-442 91-0425694
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7755 East Marginal Way South, Seattle, Washington 98108
------------------------------------------------- --------
(Address of Principal Executive Offices) Zip Code
Registrant's telephone number,
including area code: (206) 655-2121
Item 5. Other Events
On December 6, 1996, pursuant to an Agreement and Plan of
Merger ("the Merger Agreement") dated as of July 31, 1996, by and
among Rockwell International Corporation, a Delaware corporation
("Rockwell"), The Boeing Company, a Delaware corporation ("Boeing"),
and Boeing NA, Inc., a Delaware corporation and a wholly owned
subsidiary of Boeing ("Boeing NA"), Boeing NA merged with and into
Rockwell (the "Merger").
Immediately prior to the Merger, Rockwell effected a
tax-free reorganization pursuant to which (i) Rockwell contributed
(the "Contribution") substantially all of its businesses and assets,
except those related to its aerospace and defense businesses (with
certain additions and exclusions) (the "A&D Business"), to New
Rockwell International Corporation, a Delaware corporation and a newly
formed, wholly owned subsidiary of Rockwell which, following the
consummation of the Merger, was renamed "Rockwell International
Corporation" ("New Rockwell"), or to one of several entities that
became wholly owned operating subsidiaries of New Rockwell, (ii)
Rockwell made a pro rata distribution (the "Distribution") of all the
issued and outstanding shares of Common Stock, par value $1 per share,
of New Rockwell and Class A Common Stock, par value $1 per share, of
New Rockwell (collectively, "New Rockwell Shares"), including the
preferred share purchase rights associated with such New Rockwell
Shares, to the holders of shares of Common Stock, par value $1 per
share, of Rockwell ("Rockwell Common Stock") and Class A Common Stock,
par value $1 per share, of Rockwell ("Rockwell Class A Common Stock"),
respectively, on a share-for-share basis and (iii) effective
immediately following the Distribution, all issued and outstanding
shares of Rockwell Class A Common Stock were converted into shares of
Rockwell Common Stock on a share-for-share basis.
In the Merger, each share of Rockwell Common Stock
outstanding immediately prior to the Merger was converted into the
right to receive (i) 0.042 of a share of Common Stock, par value $5.00
per share, of Boeing (together with the associated rights to purchase
Series A Junior Participating Preferred Stock of Boeing, "Boeing
Common Stock"), and (ii) cash in lieu of any fractional share,
determined on the basis of $94.31 per share of Boeing Common Stock.
As a result of the Merger, Rockwell (then consisting of only
the A&D Business) became a wholly owned subsidiary of
Boeing and was renamed "Boeing North American, Inc." ("Boeing North
American").
The aggregate market value on December 6, 1996 of the
9,191,739 shares of Boeing Common Stock expected to be issued in
connection with the Merger was approximately $878,960,000. In
addition, in connection with the Merger Boeing assumed approximately
$565 million of short-term indebtedness of Rockwell and guaranteed
$1.6 billion of long- term indebtedness of Rockwell that was retained
by Boeing North American.
The Contribution and the Distribution were effected pursuant
to an Agreement and Plan of Distribution dated as of December 6, 1996
among Rockwell, New Rockwell, Allen-Bradley Company, Inc., Rockwell
Collins, Inc., Rockwell Semiconductor Systems, Inc., Rockwell Light
Vehicle Systems, Inc. and Rockwell Heavy Vehicle Systems, Inc.
In addition, on December 6, 1996, Rockwell, New Rockwell and
Boeing executed a Tax Allocation Agreement (the "Tax Allocation
Agreement") and Rockwell, Boeing, Boeing NA and New Rockwell executed a
Post-Closing Covenants Agreement (the "Post-Closing Covenants
Agreement").
The First National Bank of Boston has been retained by
Boeing to serve as the Exchange Agent. As soon as reasonably
practicable, Boeing will cause the Exchange Agent to mail or deliver a
letter of transmittal to each person who was a holder of record of
Rockwell Common Stock at the effective time of the Merger. The letter
of transmittal will contain instructions for use in effecting the
surrender of certificates formerly representing shares of Rockwell
Common Stock in exchange for the certificates representing Boeing
Common Stock and cash in lieu of fractional shares that such holder
has the right to receive.
Copies of the Distribution Agreement, the Post-Closing
Covenants Agreement the Tax Allocation Agreement are attached hereto
as Exhibit 2.2, Exhibit 2.3 and Exhibit 2.4, respectively, and are
incorporated herein by reference.
A copy of the press release, dated December 5, 1996, issued
by Boeing relating to the consummation of the Merger is attached
hereto as Exhibit 99.1.
The other information required by this item has been
previously reported by Boeing or Rockwell and is included or
incorporated by reference in the Proxy Statement/Prospectus which
constitutes part of Boeing's Registration Statement on Form S-4 (file
number 333-15001).
Item 7. Financial Statements and Exhibits
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of July 31, 1996,
by and among Rockwell International Corporation, The
Boeing Company and Boeing NA, Inc. filed as Exhibit 2.1
to the Registration Statement on Form S-4 of the Boeing
Company (file number 333-15001) is hereby incorporated by
reference.
2.2 Agreement and Plan of Distribution dated as of
December 6, 1996, among Rockwell International
Corporation, New Rockwell International Corporation,
Allen-Bradley Company, Inc., Rockwell Collins, Inc.,
Rockwell Semiconductor Systems, Inc., Rockwell Light
Vehicle Systems, Inc., and Rockwell Heavy Vehicle
Systems, Inc.
2.3 Post-Closing Covenants Agreement dated as of December 6,
1996, among Rockwell International Corporation, The
Boeing Company, Boeing NA, Inc. and New Rockwell
International Corporation.
2.4 Tax Allocation Agreement dated as of December 6, 1996, by
and among Rockwell International Corporation, New
Rockwell International Corporation and The Boeing
Company.
99.1 Press release dated December 5, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE BOEING COMPANY
(Registrant)
December 20, 1996 BY /s/ Douglas P. Beighle
----------------------------
Name: Douglas P. Beighle
Title: Senior Vice President
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
2.1 Agreement and Plan of Merger,
dated as of July 31, 1996, by and
among Rockwell International
Corporation, The Boeing Company
and Boeing NA, Inc. filed as
exhibit 2.1 to the Registration
Statement on Form S-4 of The
Boeing Company (file number 333-
15001) is hereby incorporated by
reference.
2.2 Agreement and Plan of
Distribution dated as of
December 6, 1996, among Rockwell
International Corporation, New
Rockwell International
Corporation, Allen-Bradley
Company, Inc., Rockwell Collins,
Inc., Rockwell Semiconductor
Systems, Inc., Rockwell Light
Vehicle Systems, Inc. and
Rockwell Heavy Vehicle Systems,
Inc.
2.3 Post-Closing Covenants Agreement
dated as of December 6, 1996,
among Rockwell International
Corporation, The Boeing Company,
Boeing NA, Inc. and New Rockwell
International Corporation.
2.4 Tax Allocation Agreement dated as
of December 6, 1996, by and among
Rockwell International
Corporation, New Rockwell
International Corporation and The
Boeing Company.
99.1 Press release dated December 5,
1996.