BOEING &lt;BA> TO ACQUIRE DEFENSE ELECTRONICS FIRM
  Boeing Co and ARGOSystems Inc &lt;ARGI.O>
  said they reached an agreement for Boeing to acquire the
  Sunnyvale, Calif., defense electronics firm for about 275 mln
  dlrs.
      The boards of both companies have approved the merger,
  which will be accomplished through a tender offer by a Boeing
  subsidiary of 37 dlrs a share cash for all of ARGOSystems'
  shares, the companies said.
      Under the agreement, the Boeing subsidiary, TBC Holdings
  Corp, will begin the tender offer promptly. If at least 90 pct
  of the shares are not tendered, the offer will be prorated to
  49 pct, the companies said.
      ARGOSystems has granted Boeing an option to buy 1,238,311
  shares or 18.5 pct of the outstanding stock for 37 dlrs a
  share, they said.
      Also, Bill May, chairman of ARGOSystems, and three other
  officers have granted Boeing an option to buy their shares,
  another 8.9 pct of the outstanding stock, for 37 dlrs a share.
      ARGOSystems makes equipment to monitor and analyze military
  communications signals, electronic warfare equipment to monitor
  and jam radar signals and signal processing systems.
      For the nine months ended March 31, 1987, ARGOSystems
  reported earnings more than doubled to 6.3 mln dlrs or 95 cts a
  share from 3.1 mln dlrs or 46 cts. The year-ago period included
  a 2.2 mln dlr charge from a writedown of securities. Sales rose
  23.5 pct to 70.9 mln dlrs.
      Sales are expected to exceed 100 mln dlrs for the fiscal
  year ending June 30, the companies said in a joint statement.
      The company's backlog is currently more than 180 mln dlrs,
  they said. It has about 1,200 employees.
      About 30 pct of ARGOSystems' business comes from
  international customers.
      "ARGOSystems is a clear leader in its field. This
  association will expand our overall activities and
  significantly enhance our ability to compete in the defense
  electronics area," Boeing president Frank Shrontz said in a
  statement.
      ARGOSystems will operate as a wholly owned subsidiary of
  Boeing Co.
      The merger following the tender offer will be subject to
  approval by ARGOSystems shareholders, the companies said.
      The tender offer and merger are subject to customary
  conditions and expiration of the Hart-Scott-Rodino notification
  waiting period, they said.
  

