WHITEHALL CORP
10-K/A, 1995-03-31
AIRCRAFT
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------
 
                                 FORM 10-K/A
 
/X/           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

                                       OR
 
/ /         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
           FOR THE TRANSITION PERIOD FROM             TO
 
                         COMMISSION FILE NUMBER 1-5483
 
                             WHITEHALL CORPORATION
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                                           <C>
                  DELAWARE                                        41-0838460
       (State or other jurisdiction of                         (I.R.S. Employer
       incorporation or organization)                         Identification No.)
 
            POST OFFICE BOX 29709                                    75229
               2659 NOVA DRIVE                                    (Zip Code)
                DALLAS, TEXAS
  (Address of principal executive offices)
</TABLE>
 
       Registrant's telephone number, including area code:  214-247-8747
 
          Securities registered pursuant to Section 12(b) of the Act:
 
                         COMMON STOCK, $0.10 PAR VALUE
                            NEW YORK STOCK EXCHANGE
 
        Securities registered pursuant to Section 12(g) of the Act: NONE
 
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.  YES  /X/    NO  / /
 
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART II OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. / /
 
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT ON MARCH 23, 1995 WAS $36,866,944.
 
ON MARCH 23, 1995 THERE WERE ISSUED AND OUTSTANDING 2,707,300 SHARES OF THE
REGISTRANT'S COMMON STOCK, $0.10 PAR VALUE EXCLUDING 1,080,656 SHARES OF
TREASURY STOCK.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
PORTIONS OF THE DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF
STOCKHOLDERS PRESENTLY SCHEDULED TO BE HELD ON MAY 1, 1995, ARE INCORPORATED
INTO PARTS II AND III BY REFERENCE.
 
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<PAGE>   2
                      AMENDMENT TO APPLICATION OR REPORT


                   Filed Pursuant to Section 13 or 15(d) of


                     THE SECURITIES EXCHANGE ACT OF 1934


                            Whitehall Corporation


                               AMENDMENT NO. 1


        The Undersigned registrant hereby amends the following item of its 1994
Annual Report on Form 10-K as set forth in the page attached hereto:

          Signatures Page               Revised to include signature date

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                Whitehall Corporation
                                

                                By  /s/  E. FORREST CAMPBELL, III
                                ---------------------------------------
                                         E. Forrest Campbell, III
                                       Vice President and Treasurer
                                        Principal financial officer




<PAGE>   3
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                            WHITEHALL CORPORATION
 
                                            By   /s/  GEORGE F. BAKER
                                                      George F. Baker
                                            Chairman of the Board and President
   
Date: March 29, 1995
    
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
 
   
<TABLE>
<CAPTION>
                  SIGNATURE                                 TITLE                    DATE
---------------------------------------------   ------------------------------  ---------------
 
<C>                                             <S>                             <C>
            /s/  GEORGE F. BAKER                Chairman of the Board and        March 29, 1995
               George F. Baker                    President (Principal
                                                  executive officer)
 
         /s/  E. FORREST CAMPBELL, III          Vice President and Treasurer     March 29, 1995
           E. Forrest Campbell, III              (Principal financial
                                                  officer)
 
            /s/  DANIEL R. DONHAM               Vice President and Controller    March 29, 1995
               Daniel R. Donham                   (Principal accounting
                                                  officer)
 
            /s/  BRUCE C. CONWAY                Director                         March 29, 1995
               Bruce C. Conway
 
           /s/  ARTHUR H. HUTTON                Director                         March 29, 1995
              Arthur H. Hutton
 
          /s/  JOHN J. McATEE, JR.              Director                         March 29, 1995
             John J. McAtee, Jr.
 
             /s/  JACK S. PARKER                Director                         March 29, 1995
               Jack S. Parker
 
            /s/  LEWIS S. WHITE                 Director                         March 29, 1995
               Lewis S. White
 
          /s/  JOHN H. WILSON, III              Director                         March 29, 1995
             John H. Wilson, III
</TABLE>
    
 
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