<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------------
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
COMMISSION FILE NUMBER 1-5483
WHITEHALL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-0838460
- ------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2659 NOVA DRIVE, DALLAS, TEXAS
Mailing Address: P.O. Box 29709, Dallas, Texas 75229
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-247-8747
------------
N/A
-------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
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
------ ------
Number of shares outstanding of each of the issuer's classes of common
stock, as of March 31, 1997
--------
Common Stock, $0.10 par value: 5,508,400
---------
<PAGE> 2
INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1997
WHITEHALL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
March 31, 1997 and December 31, 1996......................1
Condensed Consolidated Statements of Operations
Three months ended March 31, 1997 and 1996................2
Consolidated Statements of Cash Flows
Three months ended March 31, 1997 and 1996................3
Notes to Condensed Consolidated Financial Statements
March 31, 1997............................................4
Item 2. Management`s Discussion and Analysis of Financial
Condition and Results of Operations....................................6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................7
Item 4. Submission of Matters to a vote of Security Holders ....................7
Item 6. Exhibits and Reports on Form 8-K.......................................7
SIGNATURES......................................................................8
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 3,076,000 $ 2,656,000
Accounts receivable, net 22,692,000 18,461,000
Income taxes receivable 0 458,000
Notes receivable 141,000 0
Inventories:
Finished products 0 1,175,000
Products in process 0 5,000
Materials and supplies 5,617,000 5,260,000
------------ ------------
5,617,000 6,440,000
Prepaid expenses and other 515,000 656,000
------------ ------------
TOTAL CURRENT ASSETS 32,041,000 28,671,000
Investments 4,745,000 4,611,000
PROPERTY, PLANT AND EQUIPMENT 21,244,000 22,192,000
Less allowances for depreciation and amortization (10,947,000) (12,538,000)
------------ ------------
10,297,000 9,654,000
NOTES RECEIVABLE 2,705,000 2,000,000
------------ ------------
TOTAL ASSETS $ 49,788,000 $ 44,936,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 7,356,000 $ 6,239,000
Bank line of credit 5,000,000 2,550,000
Current portion of long term debt 280,000 280,000
Accrued environmental costs 304,000 379,000
Federal income tax liability 298,000 0
------------ ------------
TOTAL CURRENT LIABILITIES 13,238,000 9,448,000
NON-CURRENT LIABILITIES 96,000 117,000
Long term debt 476,000 546,000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 20,000,000
Issued shares (1997 - 7,669,712; 1996 - 7,666,712) 767,000 767,000
Additional paid-in capital 1,784,000 1,766,000
Retained earnings 49,572,000 48,437,000
------------ ------------
52,123,000 50,970,000
Less treasury shares at cost
(1997 and 1996- 2,161,312) (16,145,000) (16,145,000)
------------ ------------
35,978,000 34,825,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 49,788,000 $ 44,936,000
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
<TABLE>
<CAPTION>
For the Three
Months Ended
March 31,
1997 1996
------------ ------------
<S> <C> <C>
Net Sales
Services $ 12,879,000 $ 17,674,000
Products 672,000 2,513,000
------------ ------------
13,551,000 20,187,000
Cost of Sales
Services 10,580,000 15,148,000
Products 411,000 1,947,000
------------ ------------
10,991,000 17,095,000
------------ ------------
GROSS PROFIT 2,560,000 3,092,000
Operating expenses:
Selling, general and administrative 1,499,000 1,534,000
------------ ------------
Total operating expenses 1,499,000 1,534,000
------------ ------------
INCOME FROM OPERATIONS 1,061,000 1,558,000
Other income, net 830,000 52,000
------------ ------------
INCOME BEFORE INCOME TAXES 1,891,000 1,610,000
Income tax (756,000) (547,000)
------------ ------------
NET INCOME $ 1,135,000 $ 1,063,000
============ ============
NET INCOME PER SHARE $ 0.20 $ 0.19
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
WHITEHALL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,135,000 $ 1,063,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 292,000 245,000
Gain on sale of electronics business (710,000) 0
Investment income (134,000)
Changes in operating assets and liabilities:
Accounts receivable, net (4,636,000) (4,772,000)
Income taxes receivable 458,000
Federal income tax liability 298,000
Inventories (604,000) (989,000)
Prepaid expenses and other 139,000 (169,000)
Accounts payable and accrued liabilities 1,242,000 2,338,000
Accrued environmental costs (75,000) (52,000)
Non-current liabilities (21,000) (16,000)
----------- -----------
Total adjustments (3,751,000) (3,415,000)
----------- -----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,616,000) (2,352,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,082,000) (552,000)
Notes receivable (846,000) 0
Proceeds from sale of electronics business 2,566,000 0
----------- -----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 638,000 (552,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in line of credit 2,450,000
Net increase (decrease) in long term debt (70,000)
Issuance of common stock from exercise of stock options 18,000 258,000
----------- -----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,398,000 258,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 420,000 (2,646,000)
----------- -----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,656,000 $ 7,382,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,076,000 $ 4,736,000
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
MARCH 31, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three month
period ending March 31, 1997, are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996.
NOTE B - NOTES RECEIVABLE
During 1994, the Company obtained 40% ownership of a joint venture
involved in the development of aircraft-related technology for an initial
investment of $1,000. The Company accounts for its investment in the joint
venture under the equity method. In 1994, the Company obtained a promissory
note for an advance of $2,000,000 to the joint venture. The principal balance
of the promissory note accrues interest at a maximum rate of 5%, and the
principal balance together with accrued interest are due January 5, 1999. The
note is secured by certain assets of the joint venture. During 1997,1996 and
1995 the Company advanced an additional $1,150,000, $75,000 and $1,020,000 to
the joint venture. These advances are included in accounts receivable.
NOTE C - COMMITMENTS AND CONTINGENCIES
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas, by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that ( i ) the defendants' actions, both individually and in concert,
constituted willful interference with Mr. Webster's employment relationship
with the Company and were the direct cause of Mr. Webster's termination as its
President and Chairman of the Board, and (ii) the defendants' actions forced
Mr. Webster into retirement without providing Mr. Webster with retirement
benefits which Mr. Webster was purportedly promised. On August 17, 1994, the
defendants were granted a partial summary judgment. On October 24, 1994, Mr.
Webster filed a third amended petition and alleged the following causes of
action: tortious interference with contractual relations against Cambridge
Capital Fund, L.P., and directors George F. Baker and John J. McAtee;
intentional infliction of emotional distress; and breach of oral contracts. The
third amended petition sought compensatory and punitive damages in excess of
$35 million. On January 12, 1995, the Court entered an abatement on one of the
breach of oral contract claims against the Company and entered a summary
judgment in the defendants' favor on all remaining claims alleged by Mr.
Webster. On February 26, 1996, the Court granted a summary judgment in favor of
the defendants on Mr. Webster's remaining claim and entered a take nothing
final judgment which dismissed all of Mr. Webster's claims with prejudice to
refiling. On March 26, 1996, Mr. Webster appealed the final judgment to the
Dallas Court of Appeals. Management intends to vigorously defend the appeal.
4
<PAGE> 7
NOTE C - COMMITMENTS AND CONTINGENCIES - (CONTINUED)
Aero Corporation is taking remedial action pursuant to Environmental
Protection Agency ("EPA") regulations at the Lake City, Florida facility. The
Company does not anticipate any material direct effects upon the capital
expenditures, earnings and competitive position of the Company from compliance
with present Federal, State and local provisions which have been enacted or
adopted regulating the discharge of materials into the environment, or otherwise
relating to the protection of the environment. The Company does expect, however,
that compliance with such regulations will require, from time to time, both
increased operating costs and capital expenditures which may be substantial. As
of March 31, 1997 and December 31, 1996, the Company had reserved approximately
$304,000 and $379,000 respectively for anticipated environmental remediation
costs at the Aero facility. The decrease in accrued environmental remediation
costs was due to expenditures. Other remaining costs to be incurred will include
testing and monitoring to be performed over a 20 to 30 year period. Actual costs
to be incurred in future periods may vary from the estimate, given the inherent
uncertainties in evaluating environmental exposures. These uncertainties include
the extent of required remediation based on testing and evaluation not yet
completed and the varying costs and effectiveness of remediation methods.
The Company is also involved in certain legal proceedings in the
normal course of its business.
After consultation with counsel, management is of the opinion that the
outcome of the above-mentioned proceedings will not have a material effect on
the financial position or results of operations of the Company.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
Whitehall Corporation's consolidated sales for the three months ended
March 31, 1997 were $13,551,000, a 33% decrease from the sales reported in the
first quarter of 1996. Sales for the first quarter of 1996 include $1,789,000
related to the Ocean Systems segment which was sold in the fourth quarter of
1996. First quarter 1997 sales in the Aircraft Maintenance segment were lower
than first quarter 1996 sales primarily because hangar space was reserved in
anticipation of the U.S. Air Force C-130 maintenance contract which wasn't
awarded to the Company until April of 1997. The Company is also pursuing other
military contracts. In March of 1997 the Company completed the sale of its
Electronics business to a private group of investors for $2,566,000. The Company
received $1,719,000 in cash and $847,000 in promissory notes bearing interest at
10% per annum. Consolidated sales for the first quarter of 1997 include
Electronics sales of $672,000 which were approximately 7% lower than the same
quarter of 1996.
The Company recorded income from operations of $1,061,000 in the first
quarter of 1997, a decrease of 32% compared to $1,558,000 in the same period of
1996. The Aircraft Maintenance segment reported operating income of $1,256,000
for the first quarter of 1997 compared to operating income of $2,018,000 for
the same period of 1996. The decline in profitability in the Aircraft
maintenance segment is primarily attributable to the lower sales volume. The
Electronics segment reported operating income in the first quarter of 1997 of
$122,000 compared to $131,000 in the same period of 1996. The first quarter of
1996 also included $80,000 of Ocean Systems segment operating income. Corporate
office general and administrative expenses decreased to $317,000 for the first
quarter of 1997 compared to $671,000 for the same period of 1995 primarily as a
result of reductions in legal and insurance expenses.
Other income totaled $830,000 in the first quarter of 1997 compared to
$52,000 in the same period of 1996. Other income for the first quarter of 1997
consists primarily of $710,000 in gain from the sale of the Electronics
business. Other income in the first quarter of 1996 consisted primarily of
interest earned on invested cash offset by other expenses.
FINANCIAL CONDITION
During the first quarter of 1997, cash used in operations totaled
$2,616,000, as compared to cash used in operations of $2,352,000 in the same
period of 1995. The cash used in operations was primarily a result of the
increase in accounts receivable. Accounts receivable increased by $4,636,000
during the first quarter of 1997; this includes $1,150,000 in advances to the
Hushkit joint venture with the remainder primarily relating to the Aircraft
Maintenance segment. The Company's capital expenditures totaled $1,082,000
during the first quarter of 1997 compared to $552,000 during the same period of
1996. The capital expenditures are a part of the continuing program to improve
the Lake City, Florida Aircraft Maintenance facility. The Company also received
advances under its line of credit agreement totaling $2,450,000 during the
first quarter of 1997 to cover operating costs, capital expenditures and
advances to the joint venture. Since the reporting period, the Company has
increased its line of credit facility to $12,000,000. The Company believes its
cash balances and line of credit facility are sufficient to meet its short and
long-term capital and liquidity requirements.
During the first quarter of 1997 the Company did not acquire any
additional shares of its common stock. At March 31, 1997 there were
approximately 242,200 additional shares available for repurchase under the
Company's current repurchase authorization. The Company may continue to acquire
stock as market conditions warrant.
6
<PAGE> 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained in Item 3 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996, is incorporated herein by
reference.
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas, by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that ( i ) the defendants' actions, both individually and in concert,
constituted willful interference with Mr. Webster's employment relationship
with the Company and were the direct cause of Mr. Webster's termination as its
President and Chairman of the Board, and (ii) the defendants' actions forced
Mr. Webster into retirement without providing Mr. Webster with retirement
benefits which Mr. Webster was purportedly promised. On August 17, 1994, the
defendants were granted a partial summary judgment. On October 24, 1994, Mr.
Webster filed a third amended petition and alleged the following causes of
action: tortious interference with contractual relations against Cambridge
Capital Fund, L.P., and directors George F. Baker and John J. McAtee;
intentional infliction of emotional distress; and breach of oral contracts. The
third amended petition sought compensatory and punitive damages in excess of
$35 million. On January 12, 1995, the Court entered an abatement on one of the
breach of oral contract claims against the Company and entered a summary
judgment in the defendants' favor on all remaining claims alleged by Mr.
Webster. On February 26, 1996, the Court granted a summary judgment in favor of
the defendants on Mr. Webster's remaining claim and entered a take nothing
final judgment which dismissed all of Mr. Webster's claims with prejudice to
refiling. On March 26, 1996, Mr. Webster appealed the final judgment to the
Dallas Court of Appeals. Management intends to vigorously defend the appeal.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 17, 1997, shareholders approved an amendment to the
Company's Restated Certificate of Incorporation increasing the number of
authorized shares of Common Stock from 5,000,000 shares to 20,000,000 shares.
Of the 2,254,200 shares outstanding, 2,364,866 were represented at the special
meeting of stockholders. A total of 2,155,866 votes were cast in favor of the
proposal, 206,050 against and 2,600 abstained. Following the meeting, the
Certificate of Amendment to the Restated Certificate of Incorporation of the
Company was filed with the State of Delaware.
The approval by stockholders of the amendment to the Company's
certificate of incorporation was a condition to implementing the two-for-one
stock split of the Company's common stock declared by the Board of Directors on
January 29, 1997. The stock split was effected by a distribution of stock on
April 15, 1997 to all stockholders of record on March 25, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following Exhibit are included herein:
(11) Statement re: computation of earnings per share
(19) Form 8-K (filed January 30, 1997; reporting 2-for-1
stock split)
(27) Financial Data Schedule
7
<PAGE> 10
SIGNATURES
Pursuant to the requirements 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
Date May 13, 1997 By /s/ John H. Wilson
-------------------------- ------------------------------------
John H. Wilson, President
Date May 13, 1997 By /s/ E. F. Campbell, III
-------------------------- ------------------------------------
E. Forrest Campbell, III, Treasurer
8
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
11 Statement re: Computation of per share earnings
19 Form 8-K
27 Financial Data Schedule
99.1 Press release
</TABLE>
<PAGE> 1
EXHIBIT 11
(11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
=========================
1995 1996
---------- ----------
<S> <C> <C>
Average shares outstanding 5,735,307 5,675,684
========== ==========
Net Income/(Loss) $1,135,000 $1,063,000
========== ==========
Net Income/(Loss) per share $ 0.20 $ 0.19
========== ==========
</TABLE>
<PAGE> 1
EXHIBIT 19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 30, 1997
Date of Earliest Event Reported: January 29, 1997
WHITEHALL CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-5483 41-0838460
(Commission File Number) (I.R.S. Employer Identification No.)
POST OFFICE BOX 29709
2659 NOVA DRIVE
DALLAS, TEXAS 75229
(Address of principal executive officers)
Registrant's telephone number, including area code: (972) 247-8747
<PAGE> 2
ITEM 5. OTHER EVENTS.
The Registrant's press release, dated January 30, 1997, regarding the
decision of the Board of Directors to declare a two-for-one stock split of the
Registrant's Common Stock, subject to stockholder approval of an increase in
the Registrant's authorized Common Stock, is attached hereto as Exhibit 99.1
and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
99.1 - Press Release, dated January 30, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 30, 1997
WHITEHALL CORPORATION
(Registrant)
By: /s/ John H. Wilson
------------------------------
Name: John H. Wilson
Title: President
-2-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000106827
<NAME> WHITEHALL CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,076,000
<SECURITIES> 0
<RECEIVABLES> 22,692,000
<ALLOWANCES> 0
<INVENTORY> 5,617,000
<CURRENT-ASSETS> 32,041,000
<PP&E> 21,244,000
<DEPRECIATION> 10,947,000
<TOTAL-ASSETS> 49,788,000
<CURRENT-LIABILITIES> 13,238,000
<BONDS> 0
0
0
<COMMON> 767,000
<OTHER-SE> 51,356,000
<TOTAL-LIABILITY-AND-EQUITY> 49,788,000
<SALES> 13,551,000
<TOTAL-REVENUES> 13,551,000
<CGS> 10,991,000
<TOTAL-COSTS> 12,490,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,891,000
<INCOME-TAX> (756,000)
<INCOME-CONTINUING> 1,135,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,135,000
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
</TABLE>
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
DATE: JANUARY 30, 1997
CONTACT: GEORGE F. BAKER, CHAIRMAN OF THE BOARD
(972) 247-8747, FAX: (972) 247-2024
WHITEHALL CORPORATION ANNOUNCES
TWO-FOR-ONE STOCK SPLIT
DALLAS, TEXAS - The Board of Directors of Whitehall Corporation
(NYSE:WHT) announced today that it declared a two-for-one split of its common
stock in the form of a 100% stock dividend, subject to approval of stockholders
of an increase in the number of authorized shares of common stock from 5
million to 20 million. The record date for the split is currently expected to
be March 25, 1997, with the distribution of the additional shares to follow on
April 15, 1997.
Whitehall also announced that its Board has set February 17, 1997 as
the record date for a special meeting of stockholders to consider and vote upon
a proposal to amend Whitehall's certificate of incorporation providing for the
increase in authorized common shares. The special meeting is presently
scheduled to be held on March 17, 1997 in New York, New York.
WHITEHALL CORPORATION through its AeroCorp subsidiary rebuilds,
modifies and maintains commercial and military aircraft and owns a 40% interest
in the AvAero Hushkit joint venture.
-3-
