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1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
WHITTAKER CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
966680-40-7
(CUSIP Number)
Thomas D. Hyde
Raytheon Company
141 Spring Street
Lexington, MA 02173
781-862-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 1998
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
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SCHEDULE 13D
CUSIP NO. 966680-40-7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raytheon Company
95-1778500
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON
WITH 10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 1 TO SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D") relating to the
common stock, par value $.01 per share, of Whittaker Corporation, a Delaware
corporation ("Whittaker"), as previously filed by Raytheon Company, a Delaware
corporation ("Raytheon"), is hereby amended and supplemented with respect to the
items set forth below. Capitalized terms used without definition have the
meaning ascribed to such terms in the Schedule 13D.
Ttem 1. Security and Issuer.
See the Schedule 13D.
Item 2. Identity and Background.
See the Schedule 13D.
Item 3. Source and Amounts of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
Not Applicable
Item 5. Interest in Securities of the Issuer.
On June 12, 1998, Raytheon sold 1,974,333 shares of Whittaker common
stock to Canpartners Investments IV, LLC ("Canpartners") on behalf of
its affiliated managed accounts pursuant to the terms and conditions
of a certain letter agreement dated June 10, 1998 between Raytheon and
Canpartners. A copy of the letter agreement is filed as an exhibit
hereto. As a result of such sale, Raytheon is no longer the beneficial
owner of any shares of Whittaker common stock and thus Raytheon's
filing obligations under Rule 13-d are terminated.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
1. Letter Agreement dated June 10, 1998 by and between Raytheon and
Canpartners.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Raytheon Company
/s/ Thomas D. Hyde
By: Thomas D. Hyde
Senior Vice President and General Counsel
June 12, 1998
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1
INDEX TO EXHIBITS
Exhibit No. Exhibit
1 Letter Agreement dated June 10, 1998
by and between Raytheon Company and
Canpartners Investments IV, LLC.
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1
CANPARTNERS INVESTMENTS IV, LLC
9665 WILSHIRE BLVD, SUITE 200
BEVERLY HILLS, CA 90212
(310) 247-2700
(310) 247-2701 (fax)
June 10, 1998
Mr. Rich Goglia
Raytheon Company
141 Spring Street
Lexington, MA 02173
RE: Confirmation of Purchase of Whittaker
Corporation Common Stock
Dear Mr. Goglia:
The purpose of this letter is to confirm that Canpartners Investments
IV, LLC ("Canpartners") on behalf of its affiliated managed accounts has
irrevocably agreed to purchase and Raytheon Company ("Raytheon") has irrevocably
agreed to sell all of the shares of the Common Stock of Whittaker Corporation
("Whittaker") which are held by Raytheon under the terms and conditions
(collectively, the "Terms") set forth below:
Number of Shares: 1,974,333 shares of Common Stock (the "Stock")
Price: $11.9531 per share
Execution: Friday, June 12, 1998, but subject to the parties'
understanding that the Execution Date of the transaction
contemplated herein is conditioned upon both parties'
satisfaction that the transaction is exempt from the filing
requirements of the Hart-Scott-Rodino Antitrust Improvements
Act ("HSR"). If HSR applies, Execution shall occur
immediately upon the receipt of HSR approvals (in this
regard, Canpartners agrees to file all necessary HSR
applications on or before three days after the date
hereof). Settlement shall be on T + 3 in same day funds.
Other: Canpartners' purchase is subject to Canpartners' receipt of
fully paid, non-assessable, freely tradeable and
non-legended shares of Stock, free and clear of all
encumbrances and restrictions.
Please confirm Raytheon's acceptance of the foregoing by executing
this letter in the space provided below and returning such executed copy to the
undersigned via telecopier at (310) 247-2701.
Sincerely,
CANPARTNERS INVESTMENTS IV, LLC
A California limited liability company
By: Canpartners Incorporated,
A California corporation,
An authorized member
By: /s/ Mitchel Julis
Name: Mitchel Julis
Title: Vice President
Agreed and Accepted:
Raytheon Company
By: /s/ Richard A. Goglia
Name: Richard A. Goglia
Title: Director - International Finance
