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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) MAY 7, 1996
WHITTAKER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-5407 95-4033076
(Commission File Number) (I.R.S. Employer Identification No.)
1955 N. SURVEYOR AVENUE, SIMI VALLEY, CA 93063
(Address of Principal Executive Offices)
(805) 526-5700
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On May 7, 1996, the Registrant announced that it expected to report lower
sales and an operating loss in its communications segment sales for the
second fiscal quarter, ended April 30, 1996. A copy of the press release
is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit No. Description
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99.1 Press Release, dated May 7, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WHITTAKER CORPORATION
By: /S/ Richard B. Levin
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Richard B. Levin
Vice President, Secretary
and Chief Financial Officer
Dated: May 10, 1996
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EXHIBIT INDEX
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Exhibit No. Description
- - ----------- -----------
99.1 Press Release, dated May 7, 1996.
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EXHIBIT 99.1
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Logo of WHITTAKER NEWS RELEASE
WHITTAKER CORPORATION EXPECTS SECOND QUARTER OPERATING
LOSS ITS COMMUNICATIONS SEGMENT, GAINS IN AEROSPACE
SEGMENT
SIMI VALLEY, CA., MAY 7, 1996- Whittaker Corporation (NYSE:WKR) announced
today that it expects to report lower sales and an operating loss in its
Communications segment for the second fiscal quarter, ended April 30, 1996. The
Company anticipates the Communications segment sales to be approximately $14.3
million and a pretax operating loss to be in the range of $3.3 million to $3.7
million, before a technology-in-process write-off associated with the
acquisition of Xyplex, Inc. on April 10, 1996.
Whittaker also announced that it expects to report higher sales in its
Aerospace segment. Operating profit for the quarter for the Aerospace segment is
also expected to rise, before a one-time pre-tax charge of approximately
$650,000 relating to the streamlining of Whittaker's defense electronics unit.
"We have taken action to accelerate our technology development, which we
believe will increase sales of our leading ATM-compatible hubs and our acclaimed
internetworking and remote access products," said Thomas A. Brancati, Chief
Executive Officer and President. "We have also taken action to accelerate the
integration of Xyplex with Whittaker
-more-
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Communications, which we believe will improve operating performance of the
combined unit."
The Company attributed the decline in Communications sales primarily to
schedule slippage in the introduction of new products and to delays by several
major customers, including the Federal government, in placing pending orders.
Reasons cited for the Communications operating loss include planned
expenses for engineering, development, sales and marketing related to the new
product launch, without the benefit of the planned increase in sales. Also cited
was the short time period between the closing of Whittaker's Xyplex acquisition
and the end of the quarter, which reduced the Company's ability to realize the
synergies of the acquisition in the second quarter.
"We are disappointed with the delays, but we are confident our strategy for
growth remains sound," said Mr. Brancati. "Demand for our new products appears
strong because of the technical edge they will provide to our customers. We
remain optimistic about our solid opportunities in our communications business."
Mr. Brancati also pointed to the continued strength in the Company's Aerospace
business. He added that he expected that the second quarter issues are unlikely
to affect the Company's performance in 1997.
Commenting on the recent acquisition, Mr. Brancati said, "Since completing
the acquisition, we have become even more convinced that Xyplex is an excellent
addition to our communications business, with its world-class products and
extensive distribution network."
As previously indicated by the Company, results for the quarter will also
include significant interest income arising from tax refunds. Second quarter
earnings are expected to be reported May 28.
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Whittaker Corporation, based in Simi Valley, Ca., provides products and
services with a high technology and engineering content to the aerospace and
communications industries, through its two principal operating segments. For
additional information on Whittaker, contact the Internet Home Page at URL
address: http://www.whittaker.com.
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