Boeing and Rockwell commence consent solicitation with respect to $1.6 billion of Rockwell notes.

NEW YORK--(BUSINESS WIRE)--Nov. 6, 1996--The Boeing Co. (NYSE: BA) and Rockwell International Corp. (NYSE: ROK) today announced the commencement of their joint solicitation from holders of each of the six series of debt securities of Rockwell listed below (the "Securities") of consents to certain amendments to the indenture pursuant to which the securities were issued.

The solicitations are being conducted by Boeing and Rockwell pursuant to the agreement and plan of merger dated as of July 31, 1996 among Rockwell, Boeing and a subsidiary of Boeing under which Boeing will acquire the aerospace and defense business of Rockwell. Prior to the acquisition, Rockwell will contribute substantially all its businesses and assets, except the aerospace and defense business, to a subsidiary of Rockwell ("New Rockwell"), to be renamed Rockwell International Corp., and will distribute the issued and outstanding shares of New Rockwell pro rata to Rockwell shareowners.

In connection with the proposed acquisition, Boeing will unconditionally and irrevocably guarantee the due and punctual payment of all amounts payable on or in respect of each series of securities.

The principal purpose of the solicitations is to delete or amend certain indenture covenants in order to permit the consummation of the proposed transactions without New Rockwell assuming any of Rockwell's obligations under the securities or the indenture and to reflect the fact that holders of the securities will be receiving the benefit of, and the protection of the covenants contained in the Boeing guarantee.

The solicitations are being made to all holders of record of the securities as of 5:00 p.m., New York City time, on Nov. 8, 1996. The solicitation period for each series of securities will expire at 5:00 p.m., New York City time, on Nov. 22, 1996, unless extended. In order to approve the proposed amendments, holders must deliver valid and unrevoked consents in respect of a majority in aggregate principal amount of each series of securities, voting as one class. If the requisite consents are received, holders who deliver a valid consent prior to the expiration of the relevant solicitation period will receive the consent fee set forth below upon the consummation of the proposed transactions: -0-

Issue                  CUSIP         $ per $1,000 principal amount
7-5/8% due 02/17/98     774347AN8          $1.50
8-7/8% due 09/15/99     774347AK4          $1.50
8-3/8% due 02/15/01     774347AL2          $2.00
6-3/4% due 09/15/02     774347AM0          $2.00
7-7/8% due 02/15/05     774347AQ1          $2.50
6-5/8% due 06/01/05     774347AP3          $2.50

-0-

Record holders of the securities are being sent documents with respect to the solicitations. Holders whose securities are held through DTC will receive the materials through their DTC participant. Further requests for documents should be directed to the information agent and tabulation agent, Georgeson & Co. Inc., at [phone] or [phone].

The solicitation agent for the solicitations is CS First Boston, [phone].

CONTACT: CS First Boston, New York 

Matthew Riez, 212/909-4014