<PAGE>
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______ to ______
Commission File Number: 1-5407
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Whittaker Corporation Savings and Stock Investment Plan
B. Name of issuer of the Securities held pursuant to the plan and the
address of its principal executive office:
Whittaker Corporation
10880 Wilshire Boulevard
Los Angeles, California 90024
<PAGE>
Whittaker Corporation Savings and
Stock Investment Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1993 and 1992
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors................................... 1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits............. 2
Statements of Changes in Net Assets Available for Plan Benefits.. 3
Notes to Financial Statements.................................... 4
Supplemental Schedules
Assets Held for Investment....................................... 14
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets................................... 16
Loans or Fixed Income Obligations in Default..................... 19
</TABLE>
<PAGE>
[LOGO OF ERNST & YOUNG]
Report of Independent Auditors
To the Administrative Committee
Whittaker Corporation Savings and Stock Investment Plan
We have audited the accompanying statements of net assets available for plan
benefits of Whittaker Corporation Savings and Stock Investment Plan as of
December 31, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1993 and 1992, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of assets held for
investment as of December 31, 1993, and transactions or series of transactions
in excess of 5% of the current value of Plan assets for the year then ended, are
presented for purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, and are not a required part of the financial statements.
The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the 1993 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the 1993 financial
statements taken as a whole.
ERNST & YOUNG
June 24, 1994
1
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1993 1992
------------------------
<S> <C> <C>
ASSETS
Investments, at fair value (Note 3) $24,897,733 $27,453,248
Receivables:
Contributions 251,207 437,575
Accrued interest 50,483 56,788
Other 28,946 50,198
------------------------
Total assets 25,228,369 27,997,809
------------------------
LIABILITIES
Accrued expenses 52,287 32,942
Other 66,234 28,875
------------------------
Total liabilities 118,521 61,817
------------------------
Net assets available for plan benefits $25,109,848 $27,935,992
========================
</TABLE>
See accompanying notes.
2
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1993 1992
-------------------------
<S> <C> <C>
ADDITIONS
Contributions from participants $ 1,736,515 $ 2,377,378
Contributions from employer 736,235 1,015,938
Interest income 684,997 844,243
Other (Note 2) -- 459,449
-------------------------
3,157,747 4,697,008
DEDUCTIONS
Distributions to participants (Note 2) 7,079,076 6,299,180
Transfer to other plan (Note 6) -- 3,635,456
Administrative expenses 127,508 138,642
-------------------------
7,206,584 10,073,278
-------------------------
(4,048,837) (5,376,270)
Net realized and unrealized appreciation in fair
value of investments (Note 3) 1,222,693 1,203,992
-------------------------
Net decrease (2,826,144) (4,172,278)
Net assets available for plan benefits at
beginning of year 27,935,992 32,108,270
-------------------------
Net assets available for plan benefits at end of
year $25,109,848 $27,935,992
=========================
</TABLE>
See accompanying notes.
3
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements
December 31, 1993
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements of the Whittaker Corporation Savings and
Stock Investment Plan (the Plan) are prepared on the accrual basis of
accounting.
VALUATION OF INVESTMENTS
Investments in securities are stated at fair value. The investments in Whittaker
Corporation and BioWhittaker, Inc. common stock are stated at fair value based
on closing sales prices on the last business day of the year. Deposits with
insurance companies are stated at contract value. Contract value represents
contributions made under the contract plus interest at the contract rate, less
periodic distributions.
Investments in the Bankers Trust Company BT Pyramid Discretionary Account Cash
Fund and the Bankers Trust Company BT Pyramid Directed Account Cash Fund, which
are short-term investment funds, are carried at cost which approximates fair
value. The investment in the Bankers Trust Company BT Pyramid Equity Index Fund,
which is principally a portfolio of common stocks included in the Standard and
Poor's Composite Index of 500 stocks, is stated at the market value of the fund
portfolio as computed by Bankers Trust Company (the Trustee).
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan to which eligible employees may
voluntarily elect to contribute stated percentages of their compensation (as
defined). Generally, an employee of Whittaker Corporation (the Company) is
eligible to become a participant after completion of one year of service.
Participants should refer to the Summary Plan Description for more complete
information.
CONTRIBUTIONS
Participants may voluntarily contribute through salary deferrals up to 12% of
aggregate compensation received during all periods of participation. The Company
contributes on behalf of the participant an amount which is based on the
participant's contributions.
4
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS (CONTINUED)
Effective January 1, 1993, salary deferral contributions were limited to $8,994
per calendar year, subject to upward adjustment pursuant to the Internal Revenue
Code. The Company's matching contributions are invested primarily in the
Whittaker Common Stock Fund.
INVESTMENT OPTIONS
The individual accounts of each participant are held and invested by the
Trustee, in one or more of the following funds in accordance with the available
investment options selected by the participant:
Whittaker Common Stock Fund (Fund A): An unsegregated fund which may only
invest in Common Stock of the Company and securities convertible into
Common Stock of the Company, or warrants or other rights to purchase Common
Stock of the Company received as a result of holdings of such Common Stock.
Diversified Portfolio Fund (Fund B): An unsegregated fund which may only
invest in equity or other securities including, but not limited to, common
stock, preferred stock, securities convertible into stock, interest-bearing
securities, cash and cash equivalents, options, puts, calls or similar
arrangements, and pooled funds maintained by the Trustee and invested in
any of the foregoing securities, provided that no such investment may be
made in securities issued by the Company. Effective September 1, 1988, this
Fund has been invested in the Bankers Trust Company BT Pyramid Equity Index
Fund.
Fixed Income Fund (Fund C): An unsegregated fund which may only invest in
interest-bearing and similar securities including, but not limited to,
corporate bonds, notes, debentures, mortgages, government obligations,
commercial paper, certificates of deposit, savings accounts, pooled funds
maintained by the Trustee and invested in any of the foregoing securities,
and various forms of contracts issued by insurance companies, provided that
no such investment may be made in securities issued by the Company.
5
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
BioWhittaker, Inc. Common Stock Fund (Fund D): An unsegregated fund
invested in BioWhittaker, Inc. common stock. This fund was established in
December 1991 in response to Whittaker Corporation's distribution of all of
its interest in BioWhittaker, Inc. to its stockholders . No future
contributions can be directed to this fund, nor can transfers be made to
Fund D. Fund D will eventually be liquidated in an orderly manner when
economics make it impractical to maintain.
Participant Loan Fund: Plan participants may borrow the lesser of $50,000
or one half of the value of any participant accounts plus one quarter of
the value of any company accounts. Amounts borrowed must be repaid within
five years, unless the loan is used for the purchase of a primary
residence, which requires repayment within 15 years. Interest is charged at
the trustee's prime rate at the date of loan approval.
VESTING
All amounts allocated to a participant's account are fully vested.
UNALLOCATED PLAN ASSETS
During 1992, Fund A received certain amounts representing its share of the
proceeds from a class action legal settlement. It has not yet been determined
how these unallocated Plan assets will be allocated among current and former
participants.
DISTRIBUTIONS
Distributions are payable to participants or their beneficiaries in a lump-sum
amount equal to their account balances upon retirement, disability, death or
termination of employment. At December 31, 1993 and 1992 there were $274,783 and
$447,574, respectively, of distributions payable to terminated, retired, or
withdrawing employees.
TERMINATION PROVISIONS
The Company has the right to discontinue its contributions at any time and to
terminate the Plan. In the event of such termination, participants will receive
a distribution equal to the vested value of their individual accounts.
6
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. During 1993
and 1992, the Plan's investments (including investments bought, sold, as well as
held during the year) appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
NET
APPRECIATION
(DEPRECIATION) FAIR VALUE
IN FAIR VALUE AT END
DURING YEAR OF YEAR
------------------------------
<S> <C> <C>
Year ended December 31, 1993:
Bankers Trust Company BT Pyramid
Discretionary Account Cash Fund $ -- $ 476,690
Bankers Trust Company BT Pyramid Directed
Account Cash Fund -- 1,412,919
Bankers Trust Company BT Pyramid Equity
Index Fund 670,737 6,731,623
Participant loans -- 1,152,626
Whittaker Corporation Common Stock 1,479,846 5,314,449
BioWhittaker, Inc. Common Stock (791,994) 1,276,182
Amounts held by insurance companies in group
annuity contracts (135,896) 8,533,244
-----------------------------
$1,222,692 $24,897,733
=============================
Year ended December 31, 1992:
Bankers Trust Company BT Pyramid
Discretionary Account Cash Fund $ -- $ 508,158
Bankers Trust Company BT Pyramid Directed
Account Cash Fund -- 2,235,205
Bankers Trust Company BT Pyramid Equity
Index Fund 518,268 6,727,439
Participant loans -- 1,230,358
Whittaker Corporation Common Stock 247,920 4,854,220
BioWhittaker, Inc. Common Stock 437,804 2,772,330
Amounts held by insurance companies in group
annuity contracts -- 9,125,538
-----------------------------
$1,203,992 $27,453,248
=============================
</TABLE>
7
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1993 1992
------------------------
<S> <C> <C>
Bankers Trust Company BT Pyramid Directed
Account Cash Fund $1,412,919 $2,235,205
Bankers Trust Company BT Pyramid Equity Index
Fund 6,731,623 6,727,439
Whittaker Corporation Common Stock 5,314,449 4,854,220
BioWhittaker, Inc. Common Stock 1,276,182 2,772,330
Aetna Life Insurance Company, Group Annuity
Contract, 5.22%, 50% matures February 17, 1997,
remainder matures September 15, 1997 1,529,350 --
Commonwealth Life Insurance Company, Group
Annuity Contract, variable %, one year advance
written notice for withdrawal 2,083,364 1,985,264
Metropolitan Life Insurance Company, Group
Annuity Contract, 8.31%, matures November 14,
1994 -- 1,529,045
The Prudential Life Insurance Company of
America, Group Annuity Contract, 8.66%, matures
September 20, 1993 -- 1,442,539
</TABLE>
At December 31, 1993, the Fixed Income Fund held $8,533,244 of group annuity
contracts with seven separate insurance companies. Total annual principal
installments to be received under these contracts, based on contract terms, are
as follows:
<TABLE>
<CAPTION>
Years ending December 31,
- - -------------------------
<S> <C>
1994 $ 828,054
1995 2,614,736
1996 3,077,967
1997 1,529,350
1998 483,137
----------
$8,533,244
==========
</TABLE>
8
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
Early withdrawals are permitted under certain of these contracts but are subject
to adjustments, the most restrictive of which is a forfeiture of interest on
amounts withdrawn and that any withdrawals will reduce the next scheduled
installment.
At December 31, 1993, the Fixed Income Fund held an investment of $483,137 in a
group annuity contract with Executive Life Insurance Company (ELIC). In April
1991, Executive Life Insurance Company was placed in a court-supervised
conservatorship by the California State Insurance Commissioner. This contract,
which was scheduled to mature January 9, 1993, went into default on that date.
During 1993, the contract was restructured by ELIC pursuant to the order of the
California Superior Court and then was transferred to Aurora National Life
Assurance Company by reinsurance and assumption. A realized loss of $135,896 was
recognized during 1993 to reflect the contract at its restructured value. An
estimate of any additional losses on this investment, if any, cannot be
determined at the present time.
Each participant's share in the Executive Life group annuity contract as of June
30, 1991 has been segregated within Fund C, and a detailed record of such is
being maintained by the Trustee until the situation is resolved. Accordingly,
Fund C distributions, transfers, and withdrawals after June 1991 do not include
the segregated asset and new contributions have not been affected.
9
<PAGE>
WHITTAKER CORPORATION SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENT FUNDS
The net assets available for plan benefits as of December 31, 1993 and 1992 for
each investment fund are as follows:
<TABLE>
<CAPTION>
WHITTAKER DIVERSIFIED FIXED BIOWHITTAKER PARTICIPANT
COMMON PORTFOLIO INCOME COMMON LOAN
1993 STOCK FUND FUND FUND STOCK FUND FUND TOTAL
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $6,085,119 $6,731,623 $9,583,374 $1,344,991 $ - $23,745,107
Participant loans - - - - 1,152,626 1,152,626
Contributions
receivable 95,526 80,930 74,751 - - 251,207
Accrued interest 1,964 95 42,306 181 5,937 50,483
Other - - - - 28,946 28,946
-------------------------------------------------------------------------------------
Total assets 6,182,609 6,812,648 9,700,431 1,345,172 1,187,509 25,228,369
-------------------------------------------------------------------------------------
LIABILITIES
Accrued expenses 10,749 12,988 25,415 3,135 - 52,287
Interfund payable
(receivable) 53,042 (35,874) (71,710) 64,305 (9,763) -
Other 21,588 - - - 44,646 66,234
-------------------------------------------------------------------------------------
Total liabilities 85,379 (22,886) (46,295) 67,440 34,883 118,521
-------------------------------------------------------------------------------------
Net assets
available for plan
benefits $6,097,230 $6,835,534 $9,746,726 $1,277,732 $1,152,626 $25,109,848
=====================================================================================
</TABLE>
<TABLE>
<CAPTION>
WHITTAKER DIVERSIFIED FIXED BIOWHITTAKER
COMMON PORTFOLIO INCOME COMMON
1992 STOCK FUND FUND FUND STOCK FUND TOTAL
- - ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments $5,499,251 $6,774,108 $11,144,768 $2,804,763 $26,222,890
Participant loans 267,253 323,340 557,434 82,331 1,230,358
Contributions
receivable 155,703 120,754 161,118 - 437,575
Accrued interest 1,784 194 54,713 97 56,788
Other 12,376 13,955 23,867 - 50,198
----------------------------------------------------------------------
Total assets 5,936,367 7,232,351 11,941,900 2,887,191 27,997,809
----------------------------------------------------------------------
LIABILITIES
Accrued expenses 6,106 6,615 17,677 2,544 32,942
Interfund payable
(receivable) 1,983 (2,627) 502 142 -
Other 24,143 - 3,387 1,345 28,875
----------------------------------------------------------------------
Total liabilities 32,232 3,988 21,566 4,031 61,817
----------------------------------------------------------------------
Net assets available
for plan benefits $5,904,135 $7,228,363 $11,920,334 $2,883,160 $27,935,992
======================================================================
</TABLE>
10
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUNDS (CONTINUED)
For the years ended December 31, 1993 and 1992, the changes in net assets
available for plan benefits of each investment fund are as follows:
<TABLE>
<CAPTION>
WHITTAKER DIVERSIFIED FIXED BIOWHITTAKER PARTICIPANT
COMMON PORTFOLIO INCOME COMMON LOAN
1993 STOCK FUND FUND FUND STOCK FUND FUND TOTAL
- - -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions from
participants $ 230,600 $ 710,080 $ 795,835 $ -- $ -- $ 1,736,515
Contributions from
employer 675,144 13,861 47,230 -- -- 736,235
Loan repayments 118,107 136,758 229,760 -- (484,625) --
Loan interest -- -- -- -- 70,070 70,070
Interest income 20,030 3,333 590,740 824 -- 614,927
-------------------------------------------------------------------------------------
Total additions 1,043,881 864,032 1,663,565 824 (414,555) 3,157,747
DEDUCTIONS
Distributions 1,608,078 1,513,029 3,077,142 555,043 325,784 7,079,076
Administrative expenses 22,524 26,637 70,395 7,952 -- 127,508
Reclassification of
participant loans 267,253 323,340 557,434 82,331 (1,230,358) --
Loans issued 102,961 227,324 295,090 37,232 (662,607) --
Interfund transfers, net 329,816 (162,732) (298,784) 131,700 -- --
-------------------------------------------------------------------------------------
Total deductions 2,330,632 1,927,598 3,701,277 814,258 (1,567,181) 7,206,584
-------------------------------------------------------------------------------------
(1,286,751) (1,063,566) (2,037,712) (813,434) 1,152,626 (4,048,837)
Net appreciation
(depreciation) in fair
value of investments 1,479,846 670,737 (135,896) (791,994) -- 1,222,693
-------------------------------------------------------------------------------------
Net increase (decrease) 193,095 (392,829) (2,173,608) (1,605,428) 1,152,626 (2,826,144)
Net assets available for plan
benefits at beginning of
year 5,904,135 7,228,363 11,920,334 2,883,160 -- 27,935,992
-------------------------------------------------------------------------------------
Net assets available for plan
benefits at end of year $6,097,230 $6,835,534 $ 9,746,726 $1,277,732 $1,152,626 $25,109,848
=====================================================================================
</TABLE>
11
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUNDS (CONTINUED)
<TABLE>
<CAPTION>
WHITTAKER DIVERSIFIED FIXED BIOWHITTAKER
COMMON PORTFOLIO INCOME COMMON
1992 STOCK FUND FUND FUND STOCK FUND TOTAL
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions from
participants $ 341,297 $ 895,230 $ 1,140,851 $ - $ 2,377,378
Contributions from
employer 947,001 11,611 57,326 - 1,015,938
Interest income 40,013 23,620 779,804 806 844,243
Other 459,449 - - - 459,449
----------------------------------------------------------------------
Total additions 1,787,760 930,461 1,977,981 806 4,697,008
DEDUCTIONS
Distributions 928,403 1,891,718 2,772,622 706,437 6,299,180
Transfer to other plan 828,521 1,002,412 1,011,606 792,917 3,635,456
Administrative expenses 20,823 28,205 74,779 14,835 138,642
Interfund transfers, net 105,405 (42,268) (142,238) 79,101 -
----------------------------------------------------------------------
Total deductions 1,883,152 2,880,067 3,716,769 1,593,290 10,073,278
----------------------------------------------------------------------
(95,392) (1,949,606) (1,738,788) (1,592,484) (5,376,270)
Net appreciation in fair
value of investments 247,920 518,268 - 437,804 1,203,992
----------------------------------------------------------------------
Net increase (decrease) 152,528 (1,431,338) (1,738,788) (1,154,680) (4,172,278)
Net assets available
for plan benefits at
beginning of year 5,751,607 8,659,701 13,659,122 4,037,840 32,108,270
----------------------------------------------------------------------
Net assets available for
plan benefits at end of
year $5,904,135 $ 7,228,363 $11,920,334 $ 2,883,160 $27,935,992
======================================================================
</TABLE>
12
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Company has received a favorable determination letter from the Internal
Revenue Service that the Plan qualifies, in form, under Sections 401(a) and
401(k) of the Internal Revenue Code (the "Code") and the underlying trust is,
therefore, exempt from tax under Section 501(a) of the Code. Once qualified, the
Plan is required to operate in conformity with the Code to maintain its
qualification. The Administrative Committee has indicated that it is not aware
of any events which would cause the Plan to become disqualified in operation.
6. TRANSFER TO OTHER PLAN
In October 1991, Whittaker Corporation declared a special distribution to
Whittaker's stockholders of record on November 14, 1991 of one share of
BioWhittaker, Inc. common stock for each Whittaker common share held on the
record date to effect the spin off of the Company's biotechnology business. The
vested value of participant accounts of employees of BioWhittaker Inc. of
$3,635,456 was transferred to the newly established BioWhittaker, Inc. Savings
and Stock Investment Plan in 1992.
13
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
SHARES/FACE
IDENTITY OF ISSUE AMOUNT COST FAIR VALUE
- - -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bankers Trust Company* BT Pyramid
Discretionary Account Cash Fund 476,690 $ 476,690 $ 476,690
Bankers Trust Company* BT Pyramid
Directed Account Cash Fund 1,412,919 1,412,919 1,412,919
Bankers Trust Company* BT Pyramid
Equity Index Fund 6,809 3,964,926 6,731,623
Participant Loans* 1,152,626 1,152,626 1,152,626
Whittaker Corporation* Common Stock 327,043 2,021,966 5,314,449
BioWhittaker, Inc.* Common Stock 204,162 705,679 1,276,182
Aetna Life Insurance Company, Group
Annuity Contract, 5.22%, 50% matures
Feruary 17, 1997, remainder matures
September 15, 1997 $1,529,350 1,529,350 1,529,350
Allstate Life Insurance Company,
Group Annuity Contract, 8.25%,
matures July 16, 1996 $ 909,141 909,141 909,141
Allstate Life Insurance Company,
Group Annuity Contract, 7.35%,
matures September 24, 1996 $ 583,105 583,105 583,105
Commonwealth Life Insurance Company,
Group Annuity Contract, variable %, one
year advance written notice for withdrawal $2,083,364 2,083,364 2,083,364
*Indicates a party-in-interest to the Plan.
14
</TABLE>
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Assets Held for Investment (continued)
December 31, 1993
<TABLE>
<CAPTION>
SHARES/FACE
IDENTITY OF ISSUE AMOUNT COST FAIR VALUE
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Continental Assurance Company,
Group Annuity Contract, 4.65%,
matures March 15, 1996 $1,054,348 $1,054,348 $ 1,054,348
Aurora National Life Assurance Company,
Group Annuity Contract, 8.56%, original
maturity date January 9, 1993 $ 483,137 483,137 483,137
The Life Insurance Company of Virginia,
Group Annuity Contract, 5.83%, 50%
matures December 15, 1995, remainder
matures December 16, 1996 $1,062,745 1,062,745 1,062,745
Metropolitan Life Insurance Company,
Group Annuity Contract, 8.31%,
matures November 14, 1994 $ 828,054 828,054 828,054
-----------
Total assets held for investment $24,897,733
===========
15
</TABLE>
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
December 31, 1993
<TABLE>
<CAPTION>
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE
- - ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Category (i) - A single transactions in
excess of 5% of Plan assets.
Bankers Trust Company* Bankers Trust Company BT Pyramid
Directed Account Cash Fund $ -
Aetna Life Insurance Company Group Annuity Contract, 5.22%,
50% matures February 17, 1997,
remainder matures September 15,
1997 1,500,000
</TABLE>
*Indicates a party-in-interest to the Plan.
16
<PAGE>
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
SELLING COST OF TRANSACTION NET GAIN
PRICE ASSET DATE (LOSS)
- - ----------------------------------------------------------------
<S> <C> <C> <C>
$1,500,000 $1,500,000 $1,500,000 $ --
-- 1,500,000 1,500,000 --
</TABLE>
17
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets (continued)
December 31, 1993
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
PURCHASES PURCHASES NET GAIN
DESCRIPTION OF ASSETS (SALES) (SALES) (LOSS)
- - ---------------------------------------------------------------------------
<S> <C> <C> <C>
Category (iii) - Series of securities transactions in excess of 5% of Plan
assets.
Bankers Trust Company*
BT Pyramid Discretionary
Account Cash Fund 48 $ 2,260,690 $ --
BT Pyramid Discretionary
Account Cash Fund (28) (2,292,158) --
Bankers Trust Company*
BT Pyramid Directed
Account Cash Fund 112 5,480,420 --
BT Pyramid Directed
Account Cash Fund (88) (6,302,487) --
The Prudential Life Insurance
Company of America,
Group Annuity Contract, 8.66%,
matured September 20, 1993 (2) (1,526,539) --
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1993.
*Indicates a party-in-interest to the Plan.
18
<PAGE>
Whittaker Corporation Savings and Stock Investment Plan
Loans or Fixed Income Obligations
in Default
December 31, 1993
<TABLE>
<CAPTION>
PRINCIPAL INTEREST
ORIGINAL RECEIVED RECEIVED
IDENTITY AND ADDRESS OF OBLIGOR PRINCIPAL DURING DURING
AMOUNT THE YEAR THE YEAR
- - ----------------------------------------------------------------------------
<S> <C> <C> <C>
Aurora National Life Assurance Company $552,764 $ - $ -
2525 Colorado Avenue
Santa Monica, CA 90404
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Unpaid
Balance
at End Amount
of Year Description of Investment Overdue
- - ---------------------------------------------------------------------------
<C> <S> <C>
$483,137 Group Annuity Contract (GA-GO1351A1A), dated $483,137
December 15, 1989, bearing interest of 8.56%
per annum, original maturity date January 9, 1993,
secured by the issuer's General Account. During
1993, the contract was restructured by Executive
Life Insurance Company pursuant to the order of
the California Superior Court and then was
transferred to Aurora National Life Assurance
Company by reinsurance and assumption. Subject to
confirmation, the maturity date of the restructured
contract will be September 3, 1998.
</TABLE>
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Whittaker Corporation Savings and
Stock Investment Plan
Date: June 28, 1994 By: /s/ Gregory J. Hammer
-----------------------------
Gregory J. Hammer
Director, Employee Benefits
21
<PAGE>
Exhibit 24
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment Number
1-B to Registration Statement Number 33-04320 on Form S-4 dated March 26, 1986,
as supplemented and amended to date, and Post-Effective Amendment Number 2-B to
Registration Statement Number 33-04320 on Form S-8 to Form S-4 dated June 1,
1987, of our report on the financial statements included in the annual report on
Form 11-K of the Whittaker Corporation Savings and Stock Investment Plan for the
year ended December 31, 1993.
ERNST & YOUNG
Los Angeles, California
June 24, 1994
