<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WHITTAKER CORPORATION
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WHITTAKER CORPORATION
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the Appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE>
[LOGO OF WHITTAKER CORPORATION]
Whittaker Corporation . 10880 Wilshire Boulevard . Los Angeles . California
90024
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 25, 1994
The Annual Meeting of Stockholders of Whittaker Corporation will be held at
the Beverly Hilton Hotel, 9876 Wilshire Boulevard, Beverly Hills, California,
on Friday, March 25, 1994 at 10:00 A.M., for the following purposes:
1) To elect Jack L. Hancock and Edward R. Muller as directors to serve
for a term of three years;
2) To consider and act upon a proposal to ratify the appointment of Ernst
& Young as the Company's independent auditor for the fiscal year ending
October 31, 1994; and
3) To consider and act upon such other business as properly may come
before the meeting.
The Board of Directors has fixed the close of business on January 31, 1994 as
the record date for the purpose of determining stockholders entitled to notice
of, and to vote at, said meeting.
All stockholders are cordially invited to attend the meeting in person. TO
INSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL
YOUR PROXY IN THE RETURN ENVELOPE PROVIDED. This will not prevent you from
voting in person, should you so desire, but will help to secure a quorum and
will avoid added solicitation costs.
By Order of the Board of Directors
GORDON J. LOUTTIT
Secretary
Los Angeles, California
February 14, 1994
<PAGE>
[LOGO OF WHITTAKER CORPORATION]
Whittaker Corporation . 10880 Wilshire Boulevard . Los Angeles . California
90024
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, MARCH 25, 1994
SOLICITATION OF PROXIES AND VOTING
The accompanying proxy is solicited on behalf of the Board of Directors of
Whittaker Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held on March 25, 1994 and at any and all adjournments
thereof. It is anticipated that such proxy, together with this Proxy Statement,
will be first transmitted to the Company's stockholders on or about February
14, 1994.
All shares represented by each properly executed, unrevoked proxy received in
time for the meeting will be voted as specified therein, and if no
specification is made, the shares will be voted in accordance with the
recommendations of the Board of Directors. Any proxy given may be revoked at
any time prior to its exercise by filing with the Secretary of the Company an
instrument revoking it or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
Provided that a quorum is present, the affirmative vote of not less than a
majority of the total voting power of the Company's Common Stock and $5.00
Cumulative Convertible Preferred Stock (the "$5.00 Preferred"), voting together
as one class, present in person or by proxy at the meeting and entitled to vote
on the subject matter, is required for approval of each of the matters
submitted for stockholder approval in the accompanying proxy.
Votes cast in person or by proxy at the meeting will be tabulated by the
inspector of elections appointed for the meeting. In accordance with Delaware
law, abstentions and "broker non-votes" (i.e. proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares as to a matter with respect to
which the brokers or nominees do not have discretionary power to vote) will be
treated as present for purposes of determining the presence of a quorum. For
purposes of determining approval of a matter presented at the meeting,
abstentions will be deemed present and entitled to vote and will, therefore,
have the same legal effect as a vote "against" a matter presented at the
meeting. Broker non-votes will be deemed not entitled to vote on the subject
matter as to which the non-vote is indicated and will, therefore, have no legal
effect on the vote on that particular matter.
In addition to use of the mails, proxies may be solicited, in person and by
telephone, by regular employees of the Company, who will not receive any
additional compensation for such solicitation. The Company has also engaged
Georgeson & Company Inc. to assist in the solicitation of proxies. This firm
will be paid a fee of $4,500 and will be reimbursed for expenses incurred in
connection with such engagement. The cost of solicitation of proxies will be
borne by the Company.
February 14, 1994
<PAGE>
EQUITY SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record at the close of business on January 31, 1994 (the
"Record Date") will be entitled to vote at the Annual Meeting of Stockholders
to be held on March 25, 1994. As of the Record Date, there were outstanding
8,474,176 shares of Common Stock and 2,185 shares of the $5.00 Preferred. Each
share of Common Stock and each share of the $5.00 Preferred is entitled to one
vote on all matters expected to be presented at the Annual Meeting of
Stockholders. As to these matters, the $5.00 Preferred represents less than 1%
of the shares entitled to vote. Cumulative voting will not be in effect.
Based on information available to it, the Company believes that the
following persons held beneficial ownership of more than 5% of the outstanding
shares of Common Stock as of the Record Date:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT OF
NAME AND ADDRESS OF OWNERSHIP CLASS
---------------- ------------ ----------
<S> <C> <C>
Joseph F. Alibrandi 996,379(1) 10.78%
c/o Whittaker Corporation
10880 Wilshire Boulevard
Los Angeles, California 90024
Marcus Schloss & Co., Inc. 705,400(2) 8.32%
One Whitehall Street
New York, New York 10004
The SC Fundamental Value Fund, L.P. 677,300(3) 7.99%
SC Fundamental Value BVI, Inc.
SC Fundamental Inc.
712 Fifth Avenue
New York, New York 10019
First Manhattan Co. 484,797(4) 5.72%
437 Madison Avenue
New York, New York 10022
</TABLE>
- --------
(1) Includes 765,249 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date. Such shares are
added to the shares of Common Stock actually outstanding as of the Record
Date for the purpose of computing the percentage of outstanding shares
owned by Mr. Alibrandi but not any other stockholder.
(2) The holder has advised the Company that it held sole voting power and
investment power as to these shares. Each of Douglass Schloss and Richard
P. Schloss may be deemed to control the holder and, therefore, may be
considered, along with the holder, to have beneficial ownership of the
shares reported. However, each of Douglass Schloss and Richard P. Schloss
disclaim beneficial ownership of the shares reported.
(3) Holders are members of a group who collectively beneficially own the
number of shares reported. Holders have advised the Company that they
share voting power and dispositive power as to the shares reported. Each
of Gary N. Siegler and Peter M. Collery may be deemed to control certain
of the holders and, therefore, may be considered, along with the holders,
to have beneficial ownership of the shares reported. However, each of Gary
N. Siegler and Peter M. Collery disclaim beneficial ownership of the
shares reported.
(4) The holder has advised the Company that it disclaims beneficial ownership
of 52,800 shares. In addition, the holder shares voting power as to
404,797 shares and dispositive power as to 412,797 shares.
Four people each beneficially owned, as of the Record Date, in excess of 5%
of the outstanding shares of the $5.00 Preferred. On the Record Date, the
largest such holder of the $5.00 Preferred owned 758 shares, or less than 1%
of the combined total number of shares of Common Stock and the $5.00 Preferred
entitled to vote.
2
<PAGE>
The following table sets forth, as of the Record Date except where another
date is indicated below, certain information with respect to the beneficial
ownership of the Company's equity securities for each of the Company's
directors, executive officers, and directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OF BENEFICIAL OF
TITLE OF CLASS OWNER OWNERSHIP CLASS
-------------- ----------------------- ------------------- -------
<S> <C> <C> <C>
COMMON STOCK DIRECTORS
Joseph F. Alibrandi 996,379(1) 10.78%
Thomas A. Brancati 209,436(2) 2.42%
George H. Benter, Jr. 3,000 (3)
Walter B. Gerken 7,000 (3)
Jack L. Hancock 1,000 (3)
Edward R. Muller 156,575(4) 1.85%
Gregory T. Parkos 312,340(5) 3.69%
Malcolm T. Stamper -- --
John C. West 31,900(6) (3)
EXECUTIVE OFFICERS
Joseph F. Alibrandi (set forth above)
Thomas A. Brancati (set forth above)
Gordon J. Louttit 31,736(7) (3)
John K. Otto 16,781(8) (3)
Ronald E. Wittman -- --
All Directors and
Executive Officers
as a Group (12 persons) 1,766,147(9) 18.67%
SERIES D PARTICIPATING
CONVERTIBLE PREFERRED
STOCK (10)
Joseph F. Alibrandi 895.18 100%
All Directors and
Executive Officers
as a Group (12 persons) 895.18 100%
</TABLE>
- --------
(1) A description of Mr. Alibrandi's ownership of shares is set forth in
footnote 1, above, under the discussion of persons holding beneficial
ownership of more than 5% of the outstanding shares of Common Stock.
(2) Includes 198,085 shares issuable upon exercise of outstanding stock options
exercisable within 60 days of the Record Date. Such shares are added to the
shares of Common Stock actually outstanding as of the Record Date for the
purpose of computing the percentage of outstanding shares owned by
Mr. Brancati but not any other stockholder. Also includes 3,351 shares
allocated to Mr. Brancati's account, as of November 30, 1993, under the
Company's Savings and Stock Investment Plan.
(3) The number of shares shown as beneficially owned represents less than 1% of
the outstanding shares.
(4) Mr. Muller shares voting power and investment power with respect to 154,050
shares of Common Stock.
3
<PAGE>
(5) Mr. Parkos shares voting power and investment power with respect to 302,498
shares and disclaims voting power and investment power with respect to
1,000 shares.
(6) Mr. West disclaims beneficial ownership of 1,400 shares.
(7) Includes 5,000 shares issuable upon exercise of outstanding stock options
exercisable within 60 days of the Record Date. Such shares are added to the
shares of Common Stock actually outstanding as of the Record Date for the
purpose of computing the percentage of outstanding shares owned by Mr.
Louttit but not any other stockholder. Also includes 9,199 shares allocated
to Mr. Louttit's account, as of November 30, 1993, under the Company's
Savings and Stock Investment Plan.
(8) Includes 12,247 shares issuable upon exercise of outstanding stock options
exercisable within 60 days of the Record Date. Such shares are added to the
shares of Common Stock actually outstanding as of the Record Date for the
purpose of computing the percentage of outstanding shares owned by Mr. Otto
but not any other stockholder. Also includes 1,534 shares allocated to Mr.
Otto's account, as of November 30, 1993, under the Company's Savings and
Stock Investment Plan.
(9) Includes an aggregate of 986,581 shares issuable upon exercise of
outstanding stock options exercisable within 60 days of the Record Date.
Such shares are added to the shares of Common Stock actually outstanding as
of the Record Date for the purpose of computing the percentage of
outstanding shares owned by directors and executive officers as a group,
but not other stockholders. Also includes, as of November 30, 1993, an
aggregate of 14,084 shares allocated to the accounts of executive officers
who participate in the Company's Savings and Stock Investment Plan.
Directors of the Company do not participate in such plan.
(10) Each share of Series D Preferred Stock, in connection with a qualifying
transfer, will be automatically converted into 326.531 shares of Common
Stock. A qualifying transfer occurs upon, among other things, any transfer
of Series D Preferred Stock to any third party who is not an affiliate or
employee of the Company (both before and immediately after giving effect
to such transfer) or pursuant to a transaction available to all holders of
Common Stock, including any tender or exchange offer to purchase shares of
Common Stock or open market transaction.
The Company has no reason to believe that the officers and directors of the
Company did not have sole voting power and sole investment power with respect
to the foregoing securities, except (i) with respect to shares of Common Stock
beneficially owned under the Company's Savings and Stock Investment Plan,
pursuant to which the trustee has the power to vote shares but seeks each
participant's direction on voting; and (ii) as to which beneficial ownership,
voting power or investment power is disclaimed or shared as described in the
footnotes set forth above.
4
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors is a classified board presently consisting
of nine directors. Directors are divided into three classes, each consisting,
as nearly as possible, of one-third of the total number of directors. Class I,
Class II and Class III directors hold office for "staggered" terms which
expire, respectively, in 1996, 1994 and 1995, in each case until their
respective successors are elected at the annual meeting of stockholders to be
held in each such year. Persons elected as directors are elected for a term of
three years.
Shares represented by the enclosed proxy are intended to be voted, unless
authority is withheld, for the election of Jack L. Hancock and Edward R.
Muller, who currently serve as Class II directors and who must therefore stand
for election at the Annual Meeting of Stockholders to be held on March 25,
1994. Walter B. Gerken and John C. West, who have been directors since 1974
and 1981, respectively, are each Class II directors who are retiring from the
Board of Directors immediately following the Annual Meeting, and therefore are
not standing for election to the Board. To the best of the Company's
knowledge, Messrs. Hancock and Muller are available to serve, and the other
members of the Board of Directors named below who are not currently standing
for election continue to be available to serve.
DIRECTORS
<TABLE>
<CAPTION>
CLASS
NAME AND RECENT DIRECTOR OF
BUSINESS EXPERIENCE AGE SINCE DIRECTOR
------------------- --- -------- --------
<S> <C> <C> <C>
Joseph F. Alibrandi. 65 1970 I
Mr. Alibrandi was elected Chairman of the Board in 1985
and has been Chief Executive Officer since 1974. From
1970 until his election as Chairman of the Board of
Whittaker, he served as President of the Company. He
was elected President again in October 1991 and served
in such capacity until July 1993. Since 1991, he also
has been Chairman of the Board of BioWhittaker, Inc. He
was BioWhittaker's Chief Executive Officer from 1991 to
1992.
George H. Benter, Jr. 52 1989 III
Since 1992, Mr. Benter has been President and Chief Op-
erating Officer of City National Bank. From 1991 until
1992, he was Vice Chairman and Chief Credit Officer of
Security Pacific Corporation (which merged in 1992 with
BankAmerica Corporation). From 1987 until 1991, he was
Vice Chairman of Security Pacific National Bank (which
merged in 1992 with Bank of America N.T.&S.A.), and
held numerous other positions with Security Pacific
prior to 1987. + *
Thomas A. Brancati 58 1993 III
Mr. Brancati joined the Company in 1987 as President of
its Whittaker Electronic Systems unit. In July 1993,
he was elected President and Chief Operating Officer
of the Company.
Jack L. Hancock 63 1993 II
Mr. Hancock recently retired from Pacific Bell as Execu-
tive Vice President, Marketing and Sales. He joined Pa-
cific Bell in 1988 as Vice President for Systems Tech-
nology, was promoted in 1990 to Executive Vice Presi-
dent of the Product and Technology Support Group, a po-
sition he held until 1993. Mr. Hancock is a retired
Major General of the United States Army.
Edward R. Muller 41 1993 II
Since August 1993, Mr. Muller has been President and
Chief Executive Officer of Mission Energy Company. From
1992 until August 1993, he was the Company's Chief Fi-
nancial Officer. He served as the Company's Chief Ad-
ministrative Officer from 1988 until 1992. Mr. Muller
was appointed General Counsel and elected Vice
President and Secretary of the Company in 1985, and
served in such capacities until August 1993. From 1991
until August 1993, Mr. Muller was also Vice President,
General Counsel and Secretary of BioWhittaker, Inc.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CLASS
NAME AND RECENT DIRECTOR OF
BUSINESS EXPERIENCE AGE SINCE DIRECTOR
------------------- --- -------- --------
<S> <C> <C> <C>
Gregory T. Parkos. 63 1984 III
Mr. Parkos joined the Company in 1979 and was elected a
Vice President in 1980. He was named an Executive Vice
President and elected to the Board of Directors in
1984. He was President and Chief Operating Officer of
the Company from 1985 until his retirement as an offi-
cer in 1991.
Malcolm T. Stamper. 68 1993 I
Since 1990, Mr. Stamper has been Chairman of the Board,
Chief Executive Officer and Publisher of Storytellers
Ink Incorporated. From 1985 until his retirement in
1990, he was Vice Chairman of The Boeing Company. He
was Boeing's President from 1972 until 1985. .+*
</TABLE>
- --------
. Member of the Audit Committee of the Board of Directors.
+ Member of the Compensation and Stock Option Committee of the Board of
Directors.
* Member of the Nominating Committee of the Board of Directors.
The directors serve on the boards of directors of other publicly held
companies as follows: Mr. Alibrandi--BankAmerica Corporation, BioWhittaker,
Inc., Catellus Development Corporation, Jacobs Engineering Group Inc. and Santa
Fe Pacific Corporation; Mr. Benter--City National Bank and The Wet Seal, Inc.;
Mr. Brancati--Harvey Universal, Inc.; Mr. Hancock--3 Com Corporation; and Mr.
Stamper--Chrysler Corporation, Esterline Corporation, Nordstrom Inc. and
Travelers Corporation.
The Board of Directors held nine meetings during fiscal 1993. Attendance of
the Company's directors at all Board and committee meetings during the year
averaged 97%, and each director attended at least 77% of the meetings of the
Board and committees on which he served. Directors are reimbursed for travel
and other expenses related to attendance at Board and committee meetings.
Directors receive annual fees of $20,000 for serving on the Board of
Directors and annual fees of $2,500 per committee for serving on various
committees. Directors receive an additional fee of $750 per day for
participation in meetings of the Board and its committees, except for
telephonic meetings having a duration of less than 30 minutes. Directors who
are executive officers, and Mr. Parkos since his retirement as an executive
officer in 1991, receive no additional compensation for Board and committee
services.
The Audit Committee, which met three times during fiscal 1993, reviews and
acts or reports to the Board with respect to various auditing and accounting
matters, including the selection of the Company's independent auditor, the
scope of audit procedures, the nature of services to be performed for the
Company by, and the fees to be paid to, the independent auditor, the
performance of the Company's independent and internal auditors, and the
accounting practices of the Company.
The Compensation and Stock Option Committee, which met three times during
fiscal 1993, has been delegated the functions of the Board with respect to the
compensation of executive officers and the administration of the Company's
stock-based plans, including the granting of stock options and restricted
stock.
The Nominating Committee, which met three times during fiscal 1993,
recommends nominees for election as directors at annual meetings of
stockholders and to fill vacancies which may occur between annual meetings. The
Committee considers as potential nominees persons recommended by stockholders.
Recommendations should be submitted to the Nominating Committee in care of the
Secretary of the Company.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Board Compensation Committee Report on Executive Compensation. The
Compensation and Stock Option Committee (the "Committee") is composed entirely
of independent, outside directors. The Committee is responsible, among other
things, for setting the compensation of executive officers, including any
stock-based awards to executive officers under the Company's 1989 Long-Term
Stock Incentive Plan. The current members of the Committee are Messrs. Benter,
Stamper and West.
The Committee seeks to compensate executive officers to achieve the primary
goal of the Company's stockholders: increased share value. Thus, a substantial
portion of the cash compensation of each executive officer is contingent upon
the Company's performance. Bonuses may, therefore, be substantial, may vary
significantly for an individual from year to year, and may vary significantly
among the executive officers. Another significant form of the compensation of
executive officers is the granting of stock options to purchase the Company's
Common Stock, which become exercisable upon the earlier to occur of (i) the
attainment of designated average closing prices of the Company's Common Stock
over five consecutive trading days, (ii) the expiration of five years following
the date of grant, or (iii) certain changes in control of the Company. In the
past, restricted stock grants also were a significant part of the compensation
of some of the executive officers.
For fiscal 1993, the Committee set salaries in December 1992. A year earlier
Mr. Alibrandi had recommended that his fiscal 1992 salary be reduced to
approximately 65% of his fiscal 1991 base annual salary to reflect that
approximately 35% of his time would be spent on the business of a separate
company, BioWhittaker, Inc. For fiscal 1993, the Committee increased Mr.
Alibrandi's base annual salary and then established his fiscal 1993 salary at
65% of that level in light of Mr. Alibrandi's continued allocation of
approximately 35% of his time to the business of BioWhittaker, Inc. The
salaries of the other executive officers were individually evaluated by the
Committee, with the advice of Mr. Alibrandi, in light of each individual's
responsibilities for fiscal 1993 and performance during fiscal 1992.
With the exception of Mr. Brancati, who became an executive officer of the
Company in July 1993, cash bonuses accrued during fiscal 1993 were not paid to
executive officers. In December 1992, the Committee, with advice from Mr.
Alibrandi, established aggressive targets and operating goals, the achievement
of which would be considered in determining payments of bonuses to executive
officers with respect to the Company's fiscal 1993 performance. Such targets
and goals included the achievement of both financial results and operating
objectives for the Company. While a number of the targets and goals were met by
the Company during fiscal 1993, the Committee concluded, on Mr. Alibrandi's
recommendation, that bonuses would not be paid to executive officers in view of
the economic downturn affecting the aerospace and defense electronics
businesses.
With respect to Mr. Brancati, who prior to becoming an executive officer of
the Company was President of the Company's Whittaker Electronic Systems unit,
the Committee determined that had Mr. Brancati continued at the unit for the
remainder of fiscal 1993, he would have earned a bonus, as did certain other
executives of that unit. Accordingly, the Committee concluded that Mr. Brancati
should receive a bonus reflecting his service at the unit during fiscal 1993.
The Committee made grants of stock options to executive officers during
fiscal 1993. The Committee made those grants, with the advice of Mr. Alibrandi,
on the basis of each individual's performance and impact on the Company's
results.
GEORGE H. BENTER, JR. MALCOLM T. STAMPER JOHN C. WEST
7
<PAGE>
Compensation. The following table sets forth certain information concerning
the annual and long-term compensation for services rendered in all capacities
to the Company by each of the named executive officers for the fiscal years
ended October 31, 1993, 1992 and 1991.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- ---------------------- -------
OTHER
NAME ANNUAL RESTRICTED ALL OTHER
AND COMPEN- STOCK SECURITIES LTIP COMPEN-
PRINCIPAL SATION AWARD(S) UNNDERLYING PAYOUTS SATION
POSITION YEAR SALARY($)(1) BONUS($)(2) ($) ($)(3) OPTIONS (#) ($) ($)(4)
--------- ---- ------------ ----------- ------- ---------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph F. Alibrandi 1993 338,625(5) -- -- -- 25,000 -- 5,621
Chairman and Chief 1992 310,846(6) 325,000 -- -- -- -- 5,455
Executive Officer 1991 477,000 325,000 -- 247,500 -- -- 5,297
Thomas A. Brancati 1993 194,300 244,000 -- -- 125,000 -- 3,373
President and Chief 1992 194,816(7) 471,000 -- -- -- -- 3,273
Operating Officer 1991 189,463(7) 531,552 -- -- 89,752 -- 4,274
Gordon J. Louttit 1993 157,770 -- -- -- 5,000 -- 4,684
Vice President and 1992 147,231 60,000 -- -- -- -- 4,295
Secretary 1991 149,827 60,000 -- 33,000 -- -- 5,015
Edward R. Muller 1993 144,077(5) -- -- -- 20,000 -- 5,215
Vice President, Chief 1992 162,232(6) 200,000 -- -- -- -- 4,167
Financial Officer and 1991 213,770 200,000 -- 132,000 -- -- 5,393
Secretary(8)
John K. Otto 1993 96,328 -- -- -- 3,000 -- 3,727
Treasurer 1992 92,424 40,000 -- -- -- -- 3,579
1991 88,674 40,000 -- -- -- -- 3,493
</TABLE>
- --------
(1) Amounts represent cash compensation earned and received by executive
officers.
(2) Amounts represent cash bonuses which were accrued during the fiscal year
shown but paid subsequent to the end of such fiscal year.
(3) A total of 25,000 shares of restricted stock were awarded during fiscal
1991, all of which were released during fiscal 1991 without restrictions.
At the end of fiscal 1992, there were no restricted stock holdings
outstanding. No dividends were paid on the restricted stock reported in
this column.
(4) The amounts shown in this column constitute contributions by the Company
under the Company's Savings and Stock Investment Plan, a defined
contribution plan, for the benefit of the named executive officers.
(5) The percentage reductions referred to in footnote 6, below, for each of
Messrs. Alibrandi and Muller were continued during 1993, but applied
against increased base annual salaries.
(6) Mr. Alibrandi's 1992 salary was reduced to approximately 65% of 1991's base
annual salary to reflect that approximately 35% of his time would be spent
on the business of a separate company, BioWhittaker, Inc. Mr. Muller's 1992
salary was reduced to approximately 75% of 1991's base annual salary to
reflect that approximately 25% of his time would be spent on the business
of BioWhittaker, Inc.
(7) Estimated as a result of the unavailability, as of the date hereof, of
certain payroll records stored in a facility damaged by the January 17,
1994 Northridge, California earthquake.
(8) Mr. Muller resigned as an executive officer of the Company in August 1993.
8
<PAGE>
Option Grants. The following table sets forth certain information concerning
grants of options to purchase shares of Common Stock made by the Company to the
named executive officers during fiscal 1993.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE GRANT DATE
OPTIONS GRANTED TO EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME (#)(1) FISCAL YEAR ($/SHARE)(2) DATE VALUE(3)
---- --------------- ---------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Joseph F. Alibrandi 25,000(4) 7.76% 12.00 12/18/2002 $ 212,500(5)
Thomas A. Brancati 25,000(4) 7.76% 15.06 2/26/2003 $ 265,250(6)
100,000 31.06% 14.50 7/29/2003 $1,020,000(7)
Gordon J. Louttit 5,000(4) 1.55% 12.00 12/18/2002 $ 42,500(5)
Edward R. Muller 20,000(8) 6.21% 12.00 12/18/2002 $ 170,000(5)
John K. Otto 3,000(4) .93% 12.00 12/18/2002 $ 25,500(5)
</TABLE>
- --------
(1) The option price of each stock option which has been granted is not less
than 100% of the market value of the Common Stock on the date of grant, and
the term of each such option is 10 years, subject to earlier termination in
certain events related to death, retirement or other termination of
employment. Options become exercisable upon the earlier to occur of (i) the
attainment of designated average closing prices of the Company's Common
Stock over five consecutive trading days; (ii) the expiration of five years
following the date of grant; or (iii) certain changes in control of the
Company.
(2) The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares or by offset of the underlying
shares, subject to certain conditions.
(3) Based upon the Black-Scholes option valuation model. The actual value, if
any, an executive officer may realize is based on the difference between
the market price of the Company's Common Stock on the date of exercise and
the exercise price. There is no assurance that the actual realized value
will be at or near the value estimated by the Black-Scholes model.
(4) At October 31, 1993, two-thirds of such option was currently exercisable.
(5) Assumptions under the Black-Scholes model are: expected volatility of
50.3%; risk-free rate of return of 7%; dividend yield of 0%; and time of
exercise at 10 years. No adjustments have been made for non-transferability
or risk of forfeiture.
(6) Assumptions under the Black-Scholes model are: expected volatility of
52.2%; risk-free rate of return of 6.10%; dividend yield of 0%; and time of
exercise at 10 years. No adjustments have been made for non-transferability
or risk of forfeiture.
(7) Assumptions under the Black-Scholes model are: expected volatility of
50.7%; risk-free rate of return of 6.60%; dividend yield of 0%; and time of
exercise at 10 years. No adjustments have been made for non-transferability
or risk of forfeiture.
(8) Prior to his resignation as an executive officer of the Company in August
1993, Mr. Muller exercised such option as to 13,334 shares of Common Stock.
9
<PAGE>
Option Exercises and Fiscal Year-End Values. The following table sets forth
certain information concerning (i) the exercise of options to purchase shares
of Common Stock during fiscal 1993, and (ii) the aggregate number of shares of
Common Stock subject to options outstanding as of October 31, 1993, with
respect to options granted to the named executive officers under the Company's
stock option plans.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED OCTOBER 31, 1993 AND OCTOBER
31, 1993 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS
OCTOBER 31, AT OCTOBER 31,
1993 (#) 1993 (2)
--------------- -----------------
SHARES ACQUIRED VALUED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED (1) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------- --------------- -----------------
<S> <C> <C> <C> <C>
Joseph F. Alibrandi..... -- -- 756,916/8,333 $7,331,928/$9,375
Thomas A. Brancati...... -- -- 106,419/108,333 $ 640,827/ 0
Gordon J. Louttit....... -- -- 3,334/1,666 $ 3,751/$1,874
Edward R. Muller........ 210,805(3) $2,173,162 -- --
John K. Otto............ -- -- 11,247/1,000 $ 75,167/$1,125
</TABLE>
- --------
(1) Based on the difference between the market price of the Company's Common
Stock on the date of exercise and the exercise price.
(2) Based on the difference between the market price of the Company's Common
Stock on October 31, 1993 and the exercise price.
(3) In connection with the exercise of options to purchase an aggregate of
207,846 shares of Common Stock, Mr. Muller paid the exercise price and
certain tax withholding obligations related to exercise by delivery of
already owned shares and by offset against shares of Common Stock
underlying the options, resulting in the ownership of 154,050 shares of
Common Stock.
10
<PAGE>
Company Performance. The following graph shows a five-year comparison of
cumulative total returns for the Company, the S&P 500 Composite Index and the
Dow Jones Aerospace and Defense Technology Sector Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG WHITTAKER CORPORATION, S&P 500 INDEX AND PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION> DOW JONES
Measurement Period WHITTAKER S&P AEROSPACE/
(Fiscal Year Covered) CORP. 500 INDEX DEFENSE
- ------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-10/31/88 $100.00 $100.00 $100.00
FYE 10/31/89 $ 96.52 $126.40 $112.83
FYE 10/31/90 $ 83.48 $116.94 $106.80
FYE 10/31/91 $237.35 $156.12 $139.57
FYE 10/31/92 $184.49 $171.66 $130.31
FYE 10/31/93 $210.00 $197.31 $173.96
</TABLE>
* Assumes that the value of the investment in the Company's Common Stock and
each index was $100 on October 31, 1988 and that all dividends, other than the
extraordinary distributions described below, were reinvested. The Company has
made extraordinary distributions to stockholders of (i) $40 per share in
connection with the Company's 1989 plan of recapitalization, and (ii) one
share of BioWhittaker, Inc. Common Stock for each share of the Company's
Common Stock in connection with the Company's 1991 spin-off of its
biotechnology business. Such distributions are calculated in the Company's
cumulative total return consistently with the methodology employed by Standard
and Poor's Corporation and Dow Jones & Company, Inc. in calculating cumulative
total return when similar distributions are made by companies included in the
S&P 500 Composite Index and the Dow Jones Aerospace and Defense Technology
Sector Index.
11
<PAGE>
Employee's Pension Plan. The Company maintains the Employees' Pension Plan
for the benefit of all eligible employees, including executive officers.
Directors of the Company who are not also employees do not participate in the
Employees' Pension Plan. The Employees' Pension Plan is a tax-qualified,
Company funded plan subject to the provisions of the Employee Retirement Income
Security Act of 1974. Company contributions to the Employees' Pension Plan are
actuarially determined, and benefits are computed based upon years of service
and remuneration.
The Internal Revenue Code (the "Code") limits the annual benefits which may
be paid from a tax-qualified retirement plan. The Company has adopted various
supplemental plans for the benefit of executive officers which authorize the
payment of benefits in excess of the limits imposed by the Code. Under such
plans, aggregate pension benefits for executive officers are equal to the
excess of (i) the annual benefits which would be payable pursuant to the
Employees' Pension Plan without regard to the limitations under the Code or to
a formula change under the Employees' Pension Plan which took effect on January
1, 1989; over (ii) the amounts actually payable under the Employees' Pension
Plan.
The following table shows, except with respect to Mr. Alibrandi, the
estimated annual benefits payable under the Employees' Pension Plan and the
supplemental plans to executive officers upon retirement at age 65.
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------
REMUNERATION 10 20 30 40
------------ ------- -------- -------- --------
<S> <C> <C> <C> <C>
$100,000 $18,040 $ 36,080 $ 54,120 $ 72,160
200,000 38,040 76,080 114,120 152,160
300,000 58,040 116,080 174,120 232,160
400,000 78,040 156,080 234,120 312,160
</TABLE>
In connection with the reduction of the base annual salary of Mr. Alibrandi,
the Company changed the formula used to determine his annual pension benefits
so that his benefits payable upon retirement at age 65 would approximate the
benefits that would have been payable had there been no salary reduction.
12
<PAGE>
The following table separately shows the estimated annual benefits payable
under the Employees' Pension Plan and the supplemental plans to Mr. Alibrandi
upon retirement at age 65, giving effect to the formula change used to
determine his annual pension benefits.
ALIBRANDI
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------
REMUNERATION 20 30
------------ -------- --------
<S> <C> <C>
$400,000 $168,080 $252,120
500,000 211,080 316,620
600,000 254,080 381,120
700,000 297,080 445,620
800,000 340,080 510,120
900,000 383,080 574,620
</TABLE>
The compensation upon which annual benefits is based for all participants in
the Employees' Pension Plan is the average of the highest annual cash
compensation paid during five consecutive years within the final ten years of
employment. For this purpose cash compensation includes salary and bonus but
does not include the auto allowance component of salary.
Messrs. Alibrandi, Brancati, Louttit and Otto have approximately 24, 6, 15
and 10 credited years of service under the Employees' Pension Plan,
respectively. Retirement benefits are computed on a straight-life annuity
basis, and the benefits listed in the tables set forth above are not subject to
any deduction for Social Security benefits or other offset amounts. Mr. Muller
left the Company as an employee in August 1993 with 10 credited years of
service under the Employees' Pension Plan, and is eligible to receive at age 65
a retirement benefit under the Employees' Pension Plan and the supplemental
plans which has not been finally determined.
Directors' Retirement Plan. Each director who is not also an employee of the
Company is paid upon the director's retirement from the Board of Directors, for
the number of years equaling the director's years of service as a director, an
annual payment in quarterly installments in an amount equal to the lesser of
(i) one and one-half times the basic annual fee (currently $20,000) payable
during the last year of the director's service, or (ii) the total fees actually
paid during the last twelve months of the director's service. No payments are
paid after the death of a director except to a director's surviving spouse.
Death while serving as a director is treated as retirement for purposes of the
Directors' Retirement Plan. Mr. Parkos is not a participant in the Director's
Retirement Plan.
Whittaker Corporation 1992 Stock Option Plan for Non-Employee Directors. The
purposes of the Whittaker Corporation 1992 Stock Option Plan for Non-Employee
Directors (the "Directors Plan") are to attract and retain highly qualified
individuals to serve as directors of the Company, to encourage such directors
to acquire an equity interest in the Company in order to align more closely the
interests of such directors with those of the Company's stockholders, and to
compensate such directors for their contributions to the Company's growth and
profitability.
13
<PAGE>
Each director of the Company who is not an employee of the Company or any of
the Company's affiliates is an eligible director under the Directors Plan.
There are currently six eligible directors, Messrs. Benter, Gerken, Hancock,
Muller, Stamper and West. (Mr. Parkos's retirement as an employee of the
Company in fiscal 1991 did not make him an eligible director.)
On December 31, 1993, each director who was then an eligible director was
granted an option under the Directors Plan to purchase 1,000 shares of the
Company's Common Stock at a purchase price of $15.938 per share, the fair
market value on the date of grant. Recipients of such options were Messrs.
Benter, Gerken, Hancock, Muller, Stamper and West. On the last business day of
December of each year occurring on or before the earlier to occur of (i) the
first business day in January in the year 2001 and (ii) the date the shares of
the Company's Common Stock are delisted from the New York Stock Exchange, each
eligible director, as of each such date, shall be granted an option to acquire
1,000 shares of the Company's Common Stock. In each case the purchase price
per share under an option shall be the per share fair market value on the date
of grant. Options become exercisable six months from the date of grant, and
each option expires on the earlier to occur of (x) 10 years from its date of
grant, and (y) one year from the date of termination of service as an eligible
director.
A total of 50,000 shares of the Company's Common Stock may be subject to
options granted under the Directors Plan. As of the Record Date, options
granted under the Directors Plan covering 12,000 shares of Common Stock were
outstanding.
Severance Policy. The Severance Policy provides up to 12 months' base salary
to a participant if specified events, such as the termination of the
participant's employment, occur after certain changes in control of the
Company. Executive employees designated by the Compensation and Stock Option
Committee are entitled to the benefits of the policy if they elect to accept
the benefits and agree to provide consulting services during the period for
which benefits are to be paid. The Severance Policy is administered by the
Compensation and Stock Option Committee of the Company's Board of Directors.
No executive officers are currently participants in the Severance Policy.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act requires the Company's officers
and directors, and persons who own more than 10 percent of the Company's
Common Stock, to file reports of ownership and changes in ownership on Forms
3, 4 and 5 with the Securities and Exchange Commission and the New York Stock
Exchange. Officers, directors and greater than 10 percent stockholders are
required to furnish the Company with copies of all Forms 3, 4 and 5 which they
file.
Based solely on the Company's review of copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than 10 percent beneficial owners have complied with all filing requirements
applicable to them except as follows. Mr. Wittman, who was elected Controller
of the Company in May 1993, did not file a report of ownership on Form 3 on a
timely basis. When the error was discovered and brought to his attention, Mr.
Wittman corrected the omission in a Form 5 that was filed in January 1994, but
which should have been filed within 45 days of the end of the Company's fiscal
year. Messrs. Brancati, Louttit and Otto each filed a Form 5 in January 1994
to reflect fiscal year-end accumulations of Common Stock attributable to such
officer in the Company's Stock Savings and Investment Plan. These forms should
have been filed within 45 days of the end of the Company's fiscal year.
Finally, Mr. Parkos sold 1,033 shares of Common Stock on October 29, 1993 and
9,500 shares of Common Stock on November 4, 1993. He filed a Form 4 reporting
both transactions on November 15, 1993, which was not a timely filing as to
the first transaction. In addition, Mr. Parkos sold 69,888 shares of Common
Stock on December 23, 1993, for which he filed a Form 4 in January 1994 after
the January 10, 1994 deadline.
14
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
In recognition of the important role of the independent auditor, the Board of
Directors has determined that its selection of the independent auditor for the
Company should be submitted to the Company's stockholders for ratification on
an annual basis. The Board of Directors, upon the recommendation of its Audit
Committee, has appointed Ernst & Young to serve as the Company's independent
auditor for the fiscal year ending October 31, 1994, subject to ratification by
the Company's stockholders. Ernst & Young conducted the audit of the Company's
financial statements for the fiscal year ended October 31, 1993. If the
appointment is not ratified, the Board of Directors will appoint another firm
as the Company's independent auditor for the fiscal year ending October 31,
1994. The Board of Directors also retains the power to appoint another
independent auditor for the Company to replace an auditor ratified by the
stockholders in the event the Board of Directors determines that the interests
of the Company require such a change.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting of Stockholders. Such representatives will have the opportunity to make
a statement if they so desire and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG AS INDEPENDENT AUDITOR OF THE COMPANY FOR
THE FISCAL YEAR ENDING OCTOBER 31, 1994.
STOCKHOLDER PROPOSALS FOR THE 1994 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals to be presented at the 1995 Annual Meeting of
Stockholders must be received at the Company's executive offices at 10880
Wilshire Boulevard, Los Angeles, California 90024 by October 18, 1994 in order
to be included in the Company's proxy statement and form of proxy relating to
that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement, the Company knows of no business
other than that described herein that will be presented for consideration at
the meeting. If, however, any other business properly shall come before the
meeting, the proxy holders intend to vote the proxies in accordance with their
best judgment.
By Order of the Board of Directors
GORDON J. LOUTTIT
Secretary
February 14, 1994
15
<PAGE>
WHITTAKER CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOSEPH F. ALIBRANDI and GORDON J. LOUTTIT, or
either of them, the proxy or proxies of the undersigned with power of
substitution, to vote all shares of stock of Common Stock and $5.00 Cumulative
Convertible Preferred Stock of Whittaker Corporation held of record by the
undersigned as of January 31, 1994 at the Annual Meeting of Stockholders of the
Company to be held on Friday, March 25, 1994 at 10:00 A.M., and at any
adjournment or adjournments thereof, upon the following matters:
1. ELECTION OF DIRECTORS.
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name listed below.
The Board of Directors recommends a vote "FOR" the nominees listed below.
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
to vote for the nominees
listed below
Nominees: Jack L. Hancock; Edward R. Muller
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING OCTOBER 31, 1994.
The Board of Directors recommends a vote "FOR" the ratification of
Proposal 2.
[_] FOR[_] AGAINST[_] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may come properly before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE
- ----------------- -----------------
PROXY NUMBER NO. SHARES HELD
IF PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF OR TO THE EXTENT
DIRECTIONS ARE NOT GIVEN, SUCH SHARES WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF ALL NOMINEES NAMED HEREON, AND FOR RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR
ENDING OCTOBER 31, 1994.
Date: ______, 1994 --------------------
Signature
--------------------
Signature
Please sign exactly
as your name or
names appear. Per-
sons acting in a
fiduciary capacity
should so indicate.
PLEASE NOTE any
change of address
and supply any
missing Zip Code
number.
--------------------
--------------------
Zip Code No.
PLEASE DO NOT FOLD
OR
PERFORATE THIS CARD
PLEASE MARK YOUR CHOICE LIKE THIS - IN BLUE OR BLACK INK.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ACCOMPANYING ENVELOPE
<PAGE>
WHITTAKER CORPORATION
SAVINGS AND STOCK INVESTMENT PLAN ("SSIP")
INSTRUCTION CARD
TO: BANKERS TRUST COMPANY ("BANKERS TRUST"), TRUSTEE UNDER THE SSIP
Bankers Trust is hereby instructed to vote the appropriate number of shares
of Whittaker Corporation Common Stock which represents my proportionate
interest in the SSIP at the Annual Meeting of Stockholders of Whittaker
Corporation to be held on March 25, 1994, and at any adjournment thereof, with
respect to the proposals listed hereon in the manner indicated.
(Continued on reverse side)
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE
<PAGE>
I understand that in the absence of instructions you will vote the shares
represented by this proxy on the listed proposals and on other business which
properly may come before the meeting proportionately in the same manner as those
shares for which instructions are received.
1.ELECTION OF DIRECTORS
FOR all WITHHOLD
nominees AUTHORITY
listed to vote
for all
nominees
listed
[_] [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW.
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below:
Nominees: Jack L. Hancock; Edward R. Muller
PLEASE DO NOT FOLD OR PERFORATE THIS CARD PLEASE MARK YOU CHOICE
LIKE THIS - IN BLUE OR BLACK INK
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF PROPOSAL 2.
2. Proposal to Ratify the Appointment of Ernst & Young as the Company's
Independent Auditor for the Fiscal Year Ending October 31, 1994
FOR AGAINST ABSTAIN
[_] [_] [_]
DATED: , 1994
------------------------
------------------------------------
SIGNATURE
------------------------------------
SIGNATURE
Please sign exactly as your name or names appear. Persons acting in a fiduciary
capacity should so indicate. PLEASE NOTE any change of address and supply any
missing ZIP code number.
-----------------------------------
-----------------------------------
ZIP code no.
. .
. .
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES.
<PAGE>
WHITTAKER CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOSEPH F. ALIBRANDI and GORDON J. LOUTTIT, or
either of them, the proxy or proxies of the undersigned with power of
substitution, to vote all shares of stock of Common Stock and $5.00 Cumulative
Convertible Preferred Stock of Whittaker Corporation held of record by the
undersigned as of January 31, 1994 at the Annual Meeting of Stockholders of the
Company to be held on Friday, March 25, 1994 at 10:00 A.M., and at any
adjournment or adjournments thereof, with respect to the proposals listed
hereon in the manner indicated.
In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the meeting.
(Continued on reverse side)
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE
<PAGE>
If properly executed, the shares represented by this proxy will be voted in the
manner directed herein by the undersigned stockholder. If or to the extent
directions are not given, such shares will be voted for the election as
directors of all nominees named hereon, and for ratification of the appointment
of Ernst & Young as the Company's independent auditor for the fiscal year
ending October 31, 1994.
1.ELECTION OF DIRECTORS
FOR all WITHHOLD
nominees AUTHORITY
listed to vote
for all
nominees
listed
[_] [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW.
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below:
Nominees: Jack L. Hancock; Edward R. Muller
PLEASE DO NOT FOLD OR PERFORATE THIS CARD PLEASE MARK YOU CHOICE LIKE THIS - IN
BLUE OR BLACK INK
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF PROPOSAL 2.
2. Proposal to Ratify the Appointment of Ernst & Young as the Company's
Independent Auditor for the Fiscal Year Ending October 31, 1994
FOR AGAINST ABSTAIN DATED: , 1994
[_] [_] [_] -----------------------
-----------------------------------
SIGNATURE
-----------------------------------
SIGNATURE
Please sign exactly as your name or names appear. Persons acting in a fiduciary
capacity should so indicate. PLEASE NOTE any change of address and supply any
missing ZIP code number.
------------------------------------
------------------------------------
ZIP code no.
. .
. .
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES.
