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LETTER OF TRANSMITTAL
THE BOEING COMPANY
OFFER TO EXCHANGE ITS
6 5/8% DEBENTURES DUE FEBRUARY 15, 2038
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
6 5/8% DEBENTURES DUE FEBRUARY 15, 2038
AS DESCRIBED HEREIN BY
THE BOEING COMPANY
PURSUANT TO THE PROSPECTUS DATED MAY 29, 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON JULY 8, 1998, UNLESS THE OFFER IS
EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer Is:
THE CHASE MANHATTAN BANK
By Mail, Hand or Overnight Delivery: By Facsimile Transmission:
The Chase Manhattan Bank (For Eligible Institutions Only)
55 Water Street
Room 234, North Building (212) 638-7375
New York, New York 10041
Attention: Carlos Esteves Confirm by Telephone:
Carlos Esteves (212) 638-0828
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE NUMBER OTHER
THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meanings
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders (which term, for
purposes of this Letter of Transmittal, shall include any participant in The
Depository Trust Company ("DTC")) either if (a) certificates are to be forwarded
herewith or (b) tenders are to be made pursuant to the procedures for tender by
book-entry transfer set forth under "The Exchange Offer -- Procedures for
Tendering Original Debentures" in the Prospectus and an Agent's Message (as
defined below) is not delivered. Certificates, or book-entry confirmation of a
book-entry transfer of such Original Debentures into the Exchange Agent's
account at DTC, as well as this Letter of Transmittal (or a facsimile thereof or
delivery of an Agent's Message in lieu thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date. Tenders by
book-entry transfer may also be made by delivering an Agent's Message in lieu of
this Letter of Transmittal. The term "book-entry confirmation" means a timely
confirmation of a book-entry transfer of Original Debentures into the Exchange
Agent's account at DTC. The term "Agent's Message" means a message, transmitted
by DTC to and received by the Exchange Agent and forming part of a book-entry
confirmation, that states that DTC has received an express acknowledgment from
the tendering participant, which acknowledgment states that such participant has
received and agrees to be bound by this Letter of Transmittal and that The
Boeing Company may enforce this Letter of Transmittal against such participant.
Holders of Original Debentures whose certificates (the "Certificates") for
such Original Debentures are not immediately available or who cannot deliver
their Certificates and all other required documents to the Exchange Agent on or
prior to the Expiration Date or who cannot complete the procedures for
book-entry transfer on or prior to the Expiration Date must tender their
Original Debentures according to the guaranteed delivery procedures set forth in
"The Exchange Offer -- Procedures for Tendering Original Debentures" in the
Prospectus.
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DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
THE UNDERSIGNED HAS COMPLETED THE APPROPRIATE BOXES BELOW AND SIGNED THIS
LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE UNDERSIGNED DESIRES TO TAKE
WITH RESPECT TO THE EXCHANGE OFFER.
- --------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL DEBENTURES TENDERED
- ---------------------------------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
CERTIFICATE NUMBER(S)* AMOUNT OF ORIGINAL OF ORIGINAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER (ATTACH ADDITIONAL LIST DEBENTURES REPRESENTED DEBENTURES TENDERED
(PLEASE FILL IN, IF BLANK) IF NECESSARY) BY EACH CERTIFICATE (IF LESS THAN ALL)**
- ---------------------------------------------------------------------------------------------------------------------------------
$ $
- ---------------------------------------------------------------------------------------------------------------------------------
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Total Amount
Tendered: $ $
- ---------------------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders. Such holders should check the
appropriate box below and provide the requested information.
** Need not be completed if tendering for exchange all Original Debentures
held. Original Debentures may be tendered in whole or in part in integral
multiples of $1,000 in aggregate principal amount. All Original Debentures
held shall be deemed tendered unless a lesser number is specified in this
column.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS
(DEFINED IN INSTRUCTION 1) ONLY)
[ ] CHECK HERE IF TENDERED ORIGINAL DEBENTURES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
- --------------------------------------------------------------------------------
DTC Account Number
- --------------------------------------------------------------------------------
Transaction Code Number
- --------------------------------------------------------------------------------
By crediting the Original Debentures to the Exchange Agent's account at DTC
in accordance with DTC's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer,
including transmitting an Agent's Message to the Exchange Agent in which the
holder of the Original Debentures acknowledges and agrees to be bound by the
terms of this Letter of Transmittal, the participant in ATOP confirms on behalf
of itself and the beneficial owners of such Original Debentures all provisions
of this Letter of Transmittal applicable to it and such beneficial owners as
fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent.
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED ORIGINAL DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name of Registered Holder
- --------------------------------------------------------------------------------
Window Ticket Number (if any)
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
- --------------------------------------------------------------------------------
Name of Institution Which Guaranteed Delivery
- --------------------------------------------------------------------------------
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution
- --------------------------------------------------------------------------------
DTC Account Number
- --------------------------------------------------------------------------------
Transaction Code Number
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL
DEBENTURES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL DEBENTURES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Contact Person:
- --------------------------------------------------------------------------------
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Ladies and Gentlemen:
The undersigned hereby tenders to The Boeing Company, a Delaware
corporation (the "Company"), the above-described aggregate principal amount of
its 6 5/8% Debentures due February 15, 2038 (the "Original Debentures") in
exchange for a like aggregate principal amount of 6 5/8% Debentures due February
15, 2038 (the "Exchange Debentures") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), upon the terms and
subject to the conditions set forth in the Prospectus dated May 29, 1998 (as the
same may be amended or supplemented from time to time, the "Prospectus"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, together with the Prospectus, constitutes the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Original Debentures tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to such Original
Debentures as are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer) with respect to the tendered
Original Debentures, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), subject only
to the right of withdrawal described in the Prospectus to (i) deliver
Certificates for Original Debentures to the Company together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of
the Exchange Debentures to be issued in exchange for such Original Debentures,
(ii) present Certificates for such Original Debentures for registration of
transfer, and transfer the Original Debentures on the books of the Company, and
(iii) receive for the account of the Company all benefits and otherwise exercise
all rights of beneficial ownership of such Original Debentures, all in
accordance with the terms and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
ORIGINAL DEBENTURES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE ORIGINAL DEBENTURES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY
OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE ORIGINAL
DEBENTURES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS
UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO
ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) (which term, for
the purposes of this Letter of Transmittal, shall include any participant in
DTC) of the Original Debentures tendered hereby should be printed above, if they
are not already set forth above, as they appear on the Certificates representing
such Original Debentures. The Certificate number(s) of the Original Debentures
that the undersigned wishes to tender should be indicated in the appropriate
boxes above.
If any tendered Original Debentures are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more
Original Debentures than are tendered or accepted for exchange, Certificates for
such nonexchanged or nontendered Original Debentures will be returned (or, in
the case of Original Debentures tendered by book-entry transfer, such Original
Debentures will be credited to an account maintained at DTC), without expense to
the tendering holder, promptly following the expiration or termination of the
Exchange Offer.
The undersigned understands that tenders of Original Debentures pursuant to
any one of the procedures described under "The Exchange Offer -- Procedures for
Tendering Original Debentures" in the Prospectus and in the instructions herein
will, upon the Company's acceptance for exchange of such tendered Original
Debentures, constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange
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Offer. The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept for exchange any of
the Original Debentures tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Debentures
be issued in the name of the undersigned or, in the case of a book-entry
transfer of Original Debentures, that such Exchange Debentures be credited to
the account indicated above maintained at DTC. If applicable, substitute
Certificates representing Original Debentures not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Original Debentures, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions" below, please deliver Exchange Debentures to the undersigned at
the address shown below the undersigned's signature.
BY TENDERING ORIGINAL DEBENTURES AND EXECUTING THIS LETTER OF TRANSMITTAL,
OR EFFECTING DELIVERY OF AN AGENT'S MESSAGE IN LIEU THEREOF, THE UNDERSIGNED
HEREBY REPRESENTS AND AGREES THAT (i) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF
THE COMPANY WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT, (ii) ANY
EXCHANGE DEBENTURES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE
ORDINARY COURSE OF ITS BUSINESS, (iii) THE UNDERSIGNED HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF EXCHANGE DEBENTURES TO BE RECEIVED IN THE
EXCHANGE OFFER, AND (iv) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE
UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE DEBENTURES. BY
TENDERING ORIGINAL DEBENTURES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS
LETTER OF TRANSMITTAL, OR EFFECTING DELIVERY OF AN AGENT'S MESSAGE IN LIEU
THEREOF, A HOLDER OF ORIGINAL DEBENTURES WHICH IS A BROKER-DEALER REPRESENTS AND
AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE
DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO
THIRD PARTIES, THAT (A) SUCH ORIGINAL DEBENTURES HELD BY THE BROKER-DEALER ARE
HELD ONLY AS A NOMINEE OR (B) SUCH ORIGINAL DEBENTURES WERE ACQUIRED BY SUCH
BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM
TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH
ANY RESALE OF SUCH EXCHANGE DEBENTURES (PROVIDED THAT, BY SO ACKNOWLEDGING AND
BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT
IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION
RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER IN CONNECTION WITH RESALES
OF EXCHANGE DEBENTURES RECEIVED IN EXCHANGE FOR ORIGINAL DEBENTURES, WHERE SUCH
ORIGINAL DEBENTURES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES, FOR A
PERIOD ENDING 180 DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER
CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN
ALL SUCH EXCHANGE DEBENTURES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING
BROKER-DEALER. IN THAT REGARD, EACH PARTICIPATING BROKER-DEALER, BY TENDERING
SUCH ORIGINAL DEBENTURES AND EXECUTING THIS LETTER OF TRANSMITTAL, OR EFFECTING
DELIVERY OF AN AGENT'S MESSAGE IN LIEU THEREOF, AGREES THAT, UPON RECEIPT OF
NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY
FACT THAT MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE
PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR THAT CAUSES THE PROSPECTUS TO OMIT
TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING, OR OF THE OCCUR-
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RENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT,
SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF EXCHANGE DEBENTURES
PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE
PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF
THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER, OR
THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE EXCHANGE DEBENTURES MAY BE
RESUMED, AS THE CASE MAY BE. IF THE COMPANY GIVES SUCH NOTICE TO SUSPEND THE USE
OF THE PROSPECTUS, IT SHALL EXTEND THE 180-DAY PERIOD REFERRED TO ABOVE DURING
WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN
CONNECTION WITH THE RESALE OF EXCHANGE DEBENTURES BY THE NUMBER OF DAYS DURING
THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND
INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES
OF THE AMENDED OR SUPPLEMENTED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE
EXCHANGE DEBENTURES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN
NOTICE THAT THE USE OF THE PROSPECTUS MAY BE RESUMED, AS THE CASE MAY BE.
AS A RESULT, A PARTICIPATING BROKER-DEALER WHO INTENDS TO USE THE
PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE DEBENTURES RECEIVED IN
EXCHANGE FOR ORIGINAL DEBENTURES PURSUANT TO THE EXCHANGE OFFER MUST NOTIFY THE
COMPANY, OR CAUSE THE COMPANY TO BE NOTIFIED, ON OR PRIOR TO THE EXPIRATION
DATE, THAT IT IS A PARTICIPATING BROKER-DEALER. SUCH NOTICE MAY BE GIVEN IN THE
SPACE PROVIDED ABOVE OR MAY BE DELIVERED TO THE EXCHANGE AGENT AT THE ADDRESS
SET FORTH IN THE PROSPECTUS UNDER "THE EXCHANGE OFFER -- EXCHANGE AGENT."
Holders of Original Debentures which are accepted for exchange will not
receive interest payments on such Original Debentures, and the undersigned
waives the right to receive any interest payments on such Original Debentures
accumulated from and after February 24, 1998. Accordingly, holders of Exchange
Debentures as of the record date for the payment of interest on August 15, 1998
will be entitled to receive interest accumulated from and after February 24,
1998.
The undersigned agrees that acceptance of any tendered Original Debentures
and transfer of tendered Original Debentures in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Registration Rights Agreement.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original Debentures tendered hereby. All
authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
DEBENTURES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL DEBENTURES AS SET FORTH IN SUCH BOX.
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HOLDERS SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) (which term, for purposes of this
Letter of Transmittal, shall include any participant in DTC) exactly as name(s)
appear(s) on Certificate(s) for the Original Debentures hereby tendered or on
the register of holders maintained by the Company, or by any person authorized
to become the registered holder by endorsements and documents transmitted
herewith (including such opinions of counsel, certifications and other
information as may be required by the Company for the Original Debentures to
comply with the restrictions on transfer applicable to the Original Debentures).
If signature is by an attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or another acting in a fiduciary or
representative capacity, please set forth the signer's full title. See
Instruction 5.
- --------------------------------------------------------------------------------
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(SIGNATURE OF HOLDER(S) OR AUTHORIZED SIGNATORY)
Date:
- --------------------------- , 1998
Name(s)
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Tax Identification or Social Security Number(s)
- --------------------------------------------------------------------------------
SIGNATURE(S) GUARANTEE
(IF REQUIRED -- SEE INSTRUCTIONS 2 AND 5)
---------------------------------------
(AUTHORIZED SIGNATURE)
Date:
- --------------------------- , 1998
Name of Eligible Institution Guaranteeing Signatures
- --------------------------------------------------------------
Capacity (full title)
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Debentures or any Original
Debentures that are not tendered are to be issued in the name of someone
other than the registered holder of the Original Debentures whose name
appears above.
Issue
[ ] Exchange Debentures and/or
[ ] Original Debentures not tendered
to:
Name
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Address ------------------------------------------------------------
---------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code
and Telephone Number
---------------------------------------------------------------------
Tax Identification or
Social Security Number
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==============================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Debentures or any Original
Debentures that are not tendered are to be sent to someone other than the
registered holder of the Original Debentures whose name appears above, or
to such registered holder at an address other than that shown above.
Mail
[ ] Exchange Debentures and/or
[ ] Original Debentures not tendered
to:
Name
---------------------------------------------------------------------
Address ------------------------------------------------------------
---------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code
and Telephone Number
---------------------------------------------------------------------
Tax Identification or
Social Security Number
---------------------------------------------------------------------
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed either if (a) Certificates
are to be forwarded herewith or (b) tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth under "The Exchange
Offer -- Procedures for Tendering Original Debentures" in the Prospectus and an
Agent's Message is not delivered. Certificates, or book-entry confirmation of a
book-entry transfer of such Original Debentures into the Exchange Agent's
account at DTC, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message in lieu thereof, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its address set
forth herein on or prior to the Expiration Date. Original Debentures may be
tendered in whole or in part in integral multiples of $1,000 in aggregate
principal amount.
Holders who wish to tender their Original Debentures and (i) whose Original
Debentures are not immediately available or (ii) who cannot deliver their
Original Debentures, this Letter of Transmittal and all other required documents
to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot
complete the procedures for delivery by book-entry transfer on or prior to the
Expiration Date, may tender their Original Debentures by properly completing and
duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth under "The Exchange Offer -- Procedures for
Tendering Original Debentures" in the Prospectus. Pursuant to such procedures:
(a) such tender must be made by or through an Eligible Institution (as defined
below); (b) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by the Company, must be
received by the Exchange Agent on or prior to the Expiration Date; and (c) the
Certificates (or a book-entry confirmation (as defined in the Prospectus))
representing all tendered Original Debentures, in proper form for transfer,
together with a Letter of Transmittal (or facsimile thereof or Agent's Message
in lieu thereof), properly completed and duly executed, with any required
signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in "The Exchange Offer -- Procedures for Tendering
Original Debentures" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Original
Debentures to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or
prior to the Expiration Date. As used herein and in the Prospectus, "Eligible
Institution" means a firm or other entity identified in Rule 17Ad-15 under the
Exchange Act as "an eligible guarantor institution," including (as such terms
are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY ON OR PRIOR TO THE
EXPIRATION DATE. NO DOCUMENTS SHOULD BE SENT TO THE COMPANY. DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by executing a Letter of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof), waives any right to
receive any notice of the acceptance of such tender.
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2. GUARANTEE OF SIGNATURES.
No signature guarantee on this Letter of Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this Letter of Transmittal, shall include any
participant in DTC whose name appears on a security position listing as the
owner of the Original Debentures) of Original Debentures tendered herewith,
unless such holder has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" above, or
(ii) such Original Debentures are tendered for the account of a firm
that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature on
this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE.
If the space provided in the box captioned "Description of Original
Debentures" is inadequate, the Certificate numbers and/or the principal amount
of Original Debentures and any other required information should be listed on a
separate signed schedule that is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS.
Tenders of Original Debentures will be accepted only in integral multiples
of $1,000 in aggregate principal amount. If less than all the Original
Debentures evidenced by any Certificate submitted are to be tendered, fill in
the principal amount of Original Debentures that are to be tendered in the box
entitled "Principal Amount of Original Debentures Tendered (If Less than All)."
In such case, a new Certificate for the remainder of the Original Debentures
that were evidenced by the old Certificate will be sent to the holder of the
Original Debentures promptly after the Expiration Date, unless the appropriate
boxes on this Letter of Transmittal are completed. All Original Debentures
represented by Certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Original Debentures may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at its address set forth above or in the Prospectus on or prior
to the Expiration Date. Any such notice of withdrawal must specify the name of
the person who tendered the Original Debentures to be withdrawn, the aggregate
liquidation amount of Original Debentures to be withdrawn, and (if Certificates
for Original Debentures have been tendered) the name of the registered holder of
the Original Debentures as set forth on the Certificate for the Original
Debentures, if different from that of the person who tendered such Original
Debentures. If Certificates for the Original Debentures have been delivered or
otherwise identified to the Exchange Agent, then prior to the physical release
of such Certificates for the Original Debentures, the tendering holder must
submit the serial numbers shown on the particular Certificates for the Original
Debentures to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of Original Debentures
tendered for the account of an Eligible Institution. If Original Debentures have
been tendered pursuant to the procedures for book-entry transfer set forth under
"The Exchange Offer -- Procedures for Tendering Original Debentures," the notice
of withdrawal must specify the name and number of the account at DTC to be
credited with the withdrawal of Original Debentures, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written or
facsimile transmission on or prior to the Expiration Date. Withdrawals of
tenders of Original Debentures may not be rescinded. Original Debentures
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "The Exchange Offer -- Procedures for Tendering Original Debentures."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, which determination shall be final and binding on all parties.
None of the Company, any affiliates or assigns of the Company, the Exchange
Agent or any other person shall be under any duty to give any notification of
any irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Original Debentures that have been
tendered but are withdrawn on or prior to the Expiration Date will be returned
to the holder thereof without cost to such holder promptly after withdrawal.
10
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5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Original Debentures tendered hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the Certificate(s) or on a security
position listing without alteration, enlargement or any change whatsoever.
If any of the Original Debentures tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Debentures are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof or Agent's Messages in
lieu thereof) as there are different registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to the Company, in its sole discretion, of such persons' authority
to so act.
When this Letter of Transmittal is signed by the registered owner of the
Original Debentures listed and transmitted hereby, no endorsement of
Certificates or separate bond powers are required unless Exchange Debentures are
to be issued in the name of a person other than the registered holder.
Signatures on such Certificates or bond powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner of the Original Debentures listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
of the registered owner appears on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information as
the Company or the Exchange Agent may require in accordance with the
restrictions on transfer applicable to the Original Debentures. Signatures on
such Certificates or bond powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
If Exchange Debentures are to be issued in the name of a person other than
the signer of this Letter of Transmittal, or if Exchange Debentures are to be
sent to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Certificates for Original Debentures not
exchanged will be returned by mail or, if tendered by book-entry transfer, by
crediting the account indicated above maintained at DTC unless the appropriate
boxes on this Letter of Transmittal are completed. See Instruction 4.
7. IRREGULARITIES.
The Company will determine, in its sole discretion, all questions as to the
form of documents, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Original Debentures, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance of which, or exchange for, may, in the view of
counsel to the Company, be unlawful. The Company also reserves the absolute
right, subject to applicable law, to waive any of the conditions of the Exchange
Offer set forth in the Prospectus under "The Exchange Offer -- Conditions to
Exchange Offer," or any conditions or irregularities in any tender of Original
Debentures of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders. The Company's
interpretation of the terms and conditions of the Exchange Offer (including this
Letter of Transmittal and the instructions hereto) will be final and binding. No
tender of Original Debentures will be deemed to have been validly made until all
irregularities with respect to such tender have been cured or waived. The
Company, any affiliates or assigns of the Company, the Exchange Agent, or any
other person shall not be under a duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.
11
12
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent
at its address and telephone number set forth on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and this Letter of Transmittal may be obtained from the Exchange Agent
or from the holder's broker, dealer, commercial bank, trust company or other
nominee.
9. LOST, DESTROYED OR STOLEN CERTIFICATES.
The holder should promptly notify the Exchange Agent if any Certificates
representing Original Debentures have been lost, destroyed or stolen. The holder
will then be instructed as to the steps that must be taken in order to replace
the Certificates. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
Certificates have been followed.
10. SECURITY TRANSFER TAXES.
Holders who tender their Original Debentures for exchange will not be
obligated to pay any transfer taxes in connection therewith. If, however,
Exchange Debentures are to be delivered to, or are to be issued in the name of,
any person other than the registered holder of the Original Debentures tendered,
or if a transfer tax is imposed for any reason other than the exchange of
Original Debentures in connection with the Exchange Offer, then the amount of
any such transfer tax (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. The amount of such transfer
taxes will be billed directly to such tendering holder if satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with this
Letter of Transmittal.
11. INCORPORATION OF LETTER OF TRANSMITTAL.
This Letter of Transmittal shall be deemed to be incorporated in and
acknowledged and accepted by any tender through the DTC's ATOP procedures by any
participant in DTC on behalf of itself and the beneficial owners of any Original
Debentures so tendered.
12. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
13. NO CONDITIONAL TENDERS.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Original Debentures, by executing this Letter of
Transmittal, shall waive any right to receive notice of the acceptance of
Original Debentures for exchange.
None of the Company, the Exchange Agent or any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Original
Debentures nor shall any of them incur any liability for failure to give any
such notice.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF OR AN AGENT'S
MESSAGE IN LIEU HEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
EXCHANGE AGENT AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
12
13
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Original Debentures
are accepted for exchange is required by law to provide the Exchange Agent with
such holder's correct taxpayer identification number ("TIN") on the Substitute
Form W-9 included herein or otherwise establish a basis for exemption from
backup withholding. If such holder is an individual, the TIN is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the Internal Revenue Service may subject the holder or transferee to a $50
penalty. In addition, delivery of such holder's Exchange Debentures may be
subject to backup withholding. Failure to comply truthfully with the backup
withholding requirements also may result in the imposition of severe criminal
and/or civil fines and penalties.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign, date and return the Substitute Form
W-9 to the Exchange Agent. A foreign person, including entities, may qualify as
an exempt recipient by submitting to the Exchange Agent a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to that holder's foreign status. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the holder or other transferee. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Original
Debentures exchanged in the Exchange Offer, the holder is required to provide
the Exchange Agent with either: (i) the holder's correct TIN by completing the
form included herein, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such holder is awaiting a TIN) and that (a) the holder has not
been notified by the Internal Revenue Service that the holder is subject to
backup withholding as a result of failure to report all interest or dividends or
(b) the Internal Revenue Service has notified the holder that the holder is no
longer subject to backup withholding; or (ii) an adequate basis for exemption.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60-day period,
amounts withheld will be remitted to the Internal Revenue Service as backup
withholding. In addition, 31% of all payments made thereafter will be withheld
and remitted to the Internal Revenue Service until a correct TIN is provided.
NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered holder of
the Original Debentures or of the last transferee appearing on the transfers
attached to, or endorsed on, the Original Debentures. If the Original Debentures
are held in more than one name or are held not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
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TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS
PAYOR'S NAME: THE CHASE MANHATTAN BANK
- --------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE Social Security
FORM W-9 PROVIDE YOUR TIN IN Number or
DEPARTMENT OF THE TREASURER INTERNAL REVENUE SERVICE THE BOX AT RIGHT AND Employer
CERTIFY BY SIGNING AND Identification Number
PAYER'S REQUEST FOR TAXPAYER DATING BELOW.
IDENTIFICATION NUMBER ("TIN") TIN:
--------------------
- --------------------------------------------------------------------------------------------------------
PART 2 -- Awaiting TIN [ ]
CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification Number (or am waiting for a
number to be issued to me) and
(2) I am not subject to backup withholding either because (i) I am exempt from backup withholding, (ii)
I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or dividends, (iii) or the IRS has
notified me that I am no longer subject to backup withholding.
(3) Any other information provided in this form is true and correct.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the
IRS that you are currently subject to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such item (2).
- --------------------------------------------------------------------------------------------------------
SIGNATURE ------------------------------------------------------------- DATE
----------------------------------------
- --------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN WITHHOLDING OF 31% OF ANY
PAYMENTS MADE TO YOU. PLEASE REVIEW THE GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to
me, and either (a) I have mailed or delivered an application to receive a taxpayer identification
number to the appropriate Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to
me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within 60 days.
-------------------------------------------------------------
------------------------------------------------------ , 1998
Signature Date
- --------------------------------------------------------------------------------------------------------
14
15
RE: THE BOEING COMPANY 6 5/8% ORIGINAL DEBENTURES DUE FEBRUARY 15, 2038 IN
EXCHANGE FOR THE BOEING COMPANY 6 5/8% EXCHANGE DEBENTURES DUE FEBRUARY
15, 2038
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
The Boeing Company (the "Company") is offering, upon and subject to the
terms and conditions set forth in a prospectus dated May 29, 1998 (the
"Prospectus"), and the enclosed letter of transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 6 5/8% Debentures due
February 15, 2038 for its outstanding 6 5/8% Debentures due February 15, 2038
(the "Original Debentures"). The Exchange Offer is being made in order to
satisfy certain obligations of the Company contained in the Registration Rights
Agreement, dated as of February 19, 1998, between the Company and the initial
purchasers referred to therein. As set forth in the Prospectus, the terms of the
Exchange Debentures are identical in all material respects to the Original
Debentures, except that the Exchange Debentures have been registered under the
Securities Act of 1933, as amended, and therefore will not be subject to certain
restrictions on their transfer and will not be entitled to registration rights.
The Exchange Offer is subject to certain conditions that are described in the
Prospectus under "The Exchange Offer -- Conditions to the Exchange Offer."
We are requesting that you contact your clients for whom you hold Original
Debentures regarding the Exchange Offer. For your information and for forwarding
to your clients for whom you hold Original Debentures registered in your name or
in the name of your nominee, or who hold Original Debentures registered in their
own names, we are enclosing the following documents:
1. Prospectus dated May 29, 1998;
2. The Letter of Transmittal for your use and for the information (or
the use, where relevant) of your clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Original Debentures are not immediately available
or time will not permit all required documents to reach the Exchange Agent
prior to the Expiration Date (as defined below) or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A form of letter that may be sent to your clients for whose account
you hold Original Debentures registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to The Chase Manhattan Bank, the
Exchange Agent for the Original Debentures.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON JULY 8, 1998, UNLESS EXTENDED BY THE COMPANY (THE
"EXPIRATION DATE"). THE ORIGINAL DEBENTURES TENDERED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. PLEASE FURNISH
COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD
ORIGINAL DEBENTURES IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD
ORIGINAL DEBENTURES REGISTERED IN THEIR OWN NAMES AS QUICKLY AS POSSIBLE.
16
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof or an Agent's Message (as
defined in the Prospectus) in lieu thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Original Debentures should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and in the Prospectus under the heading "The Exchange
Offer -- Procedures for Tendering Original Debentures." The Exchange Offer is
not being made to, nor will tenders be accepted from or on behalf of, holders of
original Debentures residing in any jurisdiction in which the making of an
Exchange Offer or the acceptance hereof would not be in compliance with the laws
of such jurisdiction.
If holders of Original Debentures wish to tender, but it is impracticable
for them to forward their certificates for Original Debentures prior to the
expiration of the Exchange Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under "The Exchange
Offer -- Procedures for Tendering Original Debentures -- Guaranteed Delivery."
The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of the Original Debentures held by them as nominee or in a
fiduciary capacity. The Company will pay or cause to be paid all stock transfer
taxes applicable to the exchange of Original Debentures pursuant to the Exchange
Offer, except as set forth in Instruction 10 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Chase
Manhattan Bank, the Exchange Agent for the Original Debentures, at its address
and telephone number set forth on the front of the Letter of Transmittal.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Very truly yours,
The Boeing Company
Enclosures
2
17
RE: THE BOEING COMPANY 6 5/8% ORIGINAL DEBENTURES DUE FEBRUARY 15, 2038 IN
EXCHANGE FOR THE BOEING COMPANY 6 5/8% EXCHANGE DEBENTURES DUE FEBRUARY
15, 2038
To Our Clients:
Enclosed for your consideration is a prospectus dated May 29, 1998 (the
"Prospectus"), and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of The Boeing
Company (the "Company") to exchange its 6 5/8% Debentures due February 15, 2038
for its outstanding 6 5/8% Debentures due July 15, 2038 (the "Original
Debentures"), upon the terms and subject to the conditions described in the
Prospectus. The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement, dated
as of February 19, 1998, between the Company and the initial purchasers referred
to therein.
This material is being forwarded to you as the beneficial owner of the
Original Debentures carried by us in your account but not registered in your
name. A TENDER OF SUCH ORIGINAL DEBENTURES MAY ONLY BE MADE BY US AS THE HOLDER
OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Original Debentures held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Original Debentures on your behalf in
accordance with the provisions of the Exchange Offer. The Exchange Offer will
expire at 5:00 p.m., New York City time, on July 8, 1998, unless extended by the
Company. Any Original Debentures tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Original Debentures, of which
$300,000,000 aggregate principal amount was outstanding as of May 29, 1998.
2. The Exchange Offer is subject to certain conditions set forth in
the Prospectus in the section captioned "The Exchange Offer -- Conditions
to the Exchange Offer."
3. Any transfer taxes incident to the transfer of Original Debentures
from the holder to the Company will be paid by the Company, except as
otherwise provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on
July 8, 1998, unless extended by the Company.
5. The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Original Debentures residing in
any jurisdiction in which the making of the Exchange Offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
If you wish to have us tender your Original Debentures, please so instruct
us by completing, executing and returning to us the instruction form on the back
of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION
ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL DEBENTURES.