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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): February 22, 2005
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The Boeing Company
(Exact name of registrant as specified in its charter)
Delaware 1-442 91-0425694
(State or other jurisdiction of (Commission (I.R.S Employer
incorporation or organization) File Number) Identification No.)
100 N. Riverside, Chicago, IL 60606-1596
(Address of principal (Zip Code)
executive offices)
(312) 544-2000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On February 22, 2005, The Boeing Company ("Boeing") entered into an Asset
Purchase Agreement (the "Purchase Agreement") with Mid-Western Aircraft Systems,
Inc. ("Mid-Western"), an indirect majority-owned subsidiary of Onex Partners LP.
Under the Purchase Agreement Boeing has agreed to sell, and Mid-Western has
agreed to buy, substantially all of the assets related to the airplane
components business of Boeing's Commercial Airplanes operating segment, which
designs, manufactures and supports structural components (including spare parts)
for commercial airplanes and manufactures components for certain military
platforms at facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma
(collectively, the "Business"). Transaction consideration to Boeing includes
approximately $900 million cash, the transfer of certain liabilities and entry
into long-term supply agreements that Boeing expects to provide ongoing cost
savings. Boeing will retain certain liabilities associated with the Business.
Mid-Western's obligation to complete the purchase under the Purchase
Agreement is subject to several conditions, including without limitation the
following requirements:
o all required governmental and third party consents to transfer have
been obtained, including applicable antitrust approvals;
o Mid-Western receives the proceeds of its debt financing in
substantially the amount and form described in its financing
commitments; and
o the successful negotiation of collective bargaining agreements by
Mid-Western.
The cash purchase price for the Business will be approximately $900
million and is subject to certain post-closing adjustments, including, without
limitation, changes in the working capital of the Business and certain
investments made by Boeing. Boeing expects to recognize a non-cash loss on the
transaction attributable to the transfer of pension-related assets and
liabilities. Recognizing these non-cash charges at closing will reduce future
pension expenses.
The Purchase Agreement contemplates that Boeing and Mid-Western will enter
into a number of long-term supply agreements and license agreements at or prior
to the closing of the purchase (including with respect to Boeing's 787 aircraft
program), pursuant to which Mid-Western will provide certain parts and services
on an exclusive basis to Boeing, as well as a transition services agreement. The
Purchase Agreement also includes a covenant by Boeing during the term of those
supply agreements not to compete with Mid-Western in the manufacture of certain
products subject to those supply agreements. The Purchase Agreement also
contemplates that Boeing will provide Mid-Western with a $150 million
subordinated, secured non-revolving line of credit which shall contain customary
terms and covenants for a credit line of this type.
Certain statements in this Report contain "forward-looking" information
(as defined in the Private Securities Litigation Reform Act of 1995), which
involve risk and uncertainty. These include statements reflecting Boeing's
expectations that the sale to Mid-Western of the assets of the Business as
provided for in the Purchase Agreement will be completed, that it will recognize
a non-cash loss on the transaction and that the long-term supply agreements will
provide Boeing with cost savings. These forward-looking statements are not
guaranties of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Forward-looking statements are based
on assumptions as to future events that may not prove to be accurate. Actual
outcomes and results may differ materially from those we express or forecast in
these forward-looking statements. Boeing undertakes no obligation to update the
forward-looking statements in this Report and does not intend to do so.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
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99.1 Press Release issued February 22, 2005
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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.
Date: February 24,2005 THE BOEING COMPANY
By /s/ James C. Johnson
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James C. Johnson
Vice President, Corporate Secretary and
Assistant General Counsel
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