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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Whittaker Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
966680407
(CUSIP Number)
Douglas Schloss
Marcus Schloss & Co., Inc.
One Whitehall Street, New York, New York 10004
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 3, 1994
(Date of Event which Requires Filing of this Statement)
If a 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(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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- --------------------
CUSIP NO. 966680407
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcus Schloss & Co., Inc.
TP # 13-5676531
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
WC, BK
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[X]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 705,400*
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 705,400*
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
705,400*
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.5%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
BD
- ------------------------------------------------------------
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- --------------------
CUSIP NO. 966680407
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas Schloss
SS # ###-##-####
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 705,400*
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 705,400*
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
705,400*
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.5%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
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- --------------------
CUSIP NO. 966680407
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard P. Schloss
SS # ###-##-####
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 705,400*
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 705,400*
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
705,400*
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.5%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
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* Each of Douglas Schloss and Richard P. Schloss may be deemed to
control Marcus Schloss & Co., Inc. and thus, each of Douglas Schloss,
Richard P. Schloss and Marcus Schloss & Co., Inc. may be considered
to have beneficial ownership of and voting and dispositive power
relating to the 705,400 Shares of Whittaker Corporation.
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The Statement on Schedule 13D, dated November 22, 1989 and
amended by Amendments Nos. 1, 2, 3, 4 and 5 thereto dated, respectively,
March 6, 1990, August 24, 1990, December 19, 1990, January 8, 1991 and June
29, 1992 (the "Schedule 13D"), of Marcus Schloss & Co., Inc. relating to
shares of common stock, par value $.01 per share, of Whittaker Corporation,
a Delaware corporation, is hereby restated and amended as set forth herein.
Douglas Schloss and Richard P. Schloss, each of whom may be deemed to
control Marcus Schloss & Co., Inc., are also reporting on this Schedule
13D.
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates
is shares of common stock, par value $.01 per share (the "Shares"), of
Whittaker Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 10880 Wilshire
Boulevard, Los Angeles, California 90024.
Item 2. Identity and Background.
This Statement is being filed by Marcus Schloss & Co., Inc. a
New York corporation ("Marcus Schloss"), Douglas Schloss and Richard P.
Schloss. The principal business of Marcus Schloss is as a broker-dealer.
Marcus Schloss's address is One Whitehall Street, New York, New York 10004.
On July 10, 1989, following a jury trial in the United States
District Court for the Southern District of New York (the "Court"), Marcus
Schloss was found guilty on one count each of conspiracy in violation of 18
U.S.C. Sec. 371 and securities fraud in violation of 15 U.S.C. Sec. 78j(b)
and 17 C.F.R. Sec. 240.10b-5. Marcus Schloss was acquitted on the other
six counts charged against it in the related indictment. On April 12, 1990
the Court sentenced Marcus Schloss to pay a concurrent fine of $480,350 for
its convictions on both the foregoing counts and to pay a special
assessment of $400. These amounts have been paid.
On February 3, 1988, without admitting or denying any
allegations of the complaint filed against it by the Securities and
Exchange Commission (the "SEC"), Marcus Schloss consented to entry of a
final judgment by the Court enjoining it from violating Sections 10(b) and
14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14(e)
thereunder. The action related to trading in connection with the
securities of certain companies which were the subject of proposed or
anticipated tender offers, mergers or change of control transactions.
Marcus Schloss also
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consented to the entry on February 5, 1988 of an order by the SEC in a
related administrative proceeding, which censured the firm and required it
to engage a consultant to review and make recommendations as to certain
internal policies and procedures.
The sole executive officers of Marcus Schloss are Douglas
Schloss and Richard P. Schloss. Each of Douglas Schloss and Richard P.
Schloss may be deemed to control Marcus Schloss and, accordingly, each of
them is a reporting person hereunder. The directors of Marcus Schloss are
Douglas Schloss, Richard P. Schloss and James C. Cusumano.
The following information is provided in response to Item 2 for
Douglas Schloss, Richard P. Schloss and James C. Cusumano:
I. (a) Douglas Schloss
(b) Marcus Schloss & Co., Inc.
One Whitehall Street
New York, New York 10004
(c) Chairman and Chief Executive Officer
Marcus Schloss & Co., Inc.
One Whitehall Street
New York, New York 10004
(d) Mr. Schloss has not been convicted, during the last five
years, in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Schloss has not, during the last five years, been
party to a civil proceeding resulting in a judgment,
decree or final order relating to any violation of
federal or state securities laws.
(f) U.S.A.
II. (a) Richard P. Schloss
(b) Marcus Schloss & Co., Inc.
One Whitehall Street
New York, New York 10004
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(c) Director, President and Chief
Operating Officer
Marcus Schloss & Co., Inc.
One Whitehall Street
New York, New York 10004
(d) Mr. Schloss has not been convicted, during the last five
years, in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Schloss has not, during the last five years, been
party to a civil proceeding resulting in a judgment,
decree or final order relating to any violation of
federal or state securities laws.
(f) U.S.A.
III. (a) James C. Cusumano
(b) Marcus Schloss & Co., Inc.
One Whitehall Street
New York, New York 10004
(c) Director and Vice President
Marcus Schloss & Co., Inc.
One Whitehall Street
New York, New York 10004
(d) Mr. Cusumano has not been convicted, during the last five
years, in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Cusumano has not, during the last five years, been
party to a civil proceeding resulting in a judgment,
decree or final order relating to any violation of
federal or state securities laws.
(f) U.S.A.
The list of executive officers and directors of Marcus Schloss
formerly contained in Schedule A to the Schedule 13D is hereby deleted.
Irwin Schloss, the former President of Marcus Schloss who filed Amendment
No. 5 to the Schedule 13D jointly with Marcus Schloss, is no longer an
officer or control person of Marcus Schloss and therefore is not required
to participate in the filing of this Amendment No. 6.
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Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by Marcus Schloss to
purchase the 705,400 Shares beneficially owned by Marcus Schloss was
$4,580,987 including commissions.
The funds used by Marcus Schloss to purchase the Shares came
from working capital and margin transactions for Marcus Schloss financed by
the Bank of New York, Bank of Tokyo, Bankers Trust Company and/or Chemical
Bank in the ordinary course of such banks' and Marcus Schloss's businesses.
It is anticipated that the funds required for any further
purchases of Shares would come from similar sources.
Item 4. Purpose of Transaction.
Marcus Schloss originally acquired Shares in 1989 in connection
with arbitrage and other activities in the ordinary course of business of
Marcus Schloss as a broker-dealer.
As Marcus Schloss has previously disclosed, the purpose of the
transaction has not been, and is not, to acquire control of the Company's
business. Marcus Schloss has no intention, plan or proposal with respect
to paragraphs (a) through (j). In addition, Marcus Schloss has determined
that it no longer holds the Shares in connection with arbitrage activities.
Marcus Schloss instead holds the Shares in the ordinary course of its
business and not in connection with, or as a participant in, any
transaction which has or would have the effect of changing or influencing
the control of the Company. Marcus Schloss, Douglas Schloss and Richard P.
Schloss therefore intend this Amendment No. 6 to constitute their final
filing on Schedule 13D in respect of the Shares. Marcus Schloss will in
the future file statements on Schedule 13G in respect of the Shares to the
extent required by applicable law.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on January 3, 1994, Marcus
Schloss beneficially owned an aggregate of 705,400 Shares, representing
approximately 8.5% of the 8,329,912 Shares outstanding, as most recently
reported by the Company on its Quarterly Report on Form 10-Q for the period
ended July 31, 1993. Each of Douglas Schloss and Richard P. Schloss may be
deemed to control Marcus Schloss which has record ownership of the Common
Stock identified above. Each of Douglas Schloss, Richard P. Schloss and
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Marcus Schloss thus may be considered to have beneficial ownership of the
entire 705,400 Shares held of record by Marcus Schloss.
(b) Marcus Schloss has the sole power to vote and the sole
power to dispose of all such Shares. Douglas Schloss and Richard P.
Schloss, each of whom may be deemed to control Marcus Schloss, direct the
investments and voting of Marcus Schloss. Schedule A hereto sets forth all
transactions in Shares by Marcus Schloss during the 60 day period prior to
January 4, 1994.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among Marcus Schloss or its controlling
persons, and any director or executive officer of Marcus Schloss, or its
controlling persons, or between any such person and any other person with
respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
DISCLAIMER
Each of Douglas Schloss and Richard P. Schloss hereby declares
that the filing of this Amendment No. 6 to Schedule 13D shall not be
construed as an admission that he is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of any
securities covered herein.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of each, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 4, 1994
MARCUS SCHLOSS & CO., INC.
By: /s/ Douglas Schloss
Douglas Schloss
Chairman and Chief
Executive Officer
DOUGLAS SCHLOSS
/s/ Douglas Schloss
Douglas Schloss
RICHARD P. SCHLOSS
/s/ Richard P. Schloss
Richard P. Schloss
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SCHEDULE A
This Schedule sets forth information with respect to each
transaction in the Shares which was effected by Marcus Schloss & Co., Inc.
during the 60 days prior to January 4, 1994. All transactions were
effected in the open market on the United States securities exchanges
through a broker.
<TABLE>
<CAPTION>
Number of
Trade Settlement Shares Price Per
Date Date Sold Share* Total
<S> <C> <C> <C> <C>
12/30/93 1/6/94 5,000 $16.00 $ 80,000
12/31/93 1/7/94 5,000 16.25 81,250
10,000 $161,250
</TABLE>
* Excludes commissions.
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EXHIBIT INDEX
Exhibit
Tag No.
Exhibit A Joint Filing Agreement Ex-1
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Exhibit 1
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing
on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, par value $0.01 per
share, of Whittaker Corporation, and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in any number
of counterparts all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 4th day of January, 1994.
/s/ Douglas Schloss
Douglas Schloss
/s/ Richard P. Schloss
Richard P. Schloss
MARCUS SCHLOSS & CO., INC.
By: /s/ Douglas Schloss
Douglas Schloss
Chairman and Chief
Executive Officer
