SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
Whittaker Corporation
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(Name of Issuer)
Common
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(Title of Class of Securities)
966680407
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(CUSIP Number)
*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).
Page 1 of 4 pages
<PAGE>
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CUSIP NO. 966680407
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
First Manhattan Co. 13-1957714
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5. SOLE VOTING POWER
NUMBER OF 64,500
SHARES ------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 437,747
EACH ------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 64,500
WITH ------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
449,247
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,747*
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
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12. TYPE OF REPORTING PERSON
BD, IA, PN
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* Includes 129,000 shares owned by family members of General Partners of
First Manhattan Co. which are being reported for informational purposes.
First Manhattan Co. disclaims dispositive power as to 87,800 of such shares
and beneficial ownership as to 41,200 of such shares.
Page 2 of 4 pages
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<TABLE>
<S> <C> <C>
Item 1(a) Name of Issuer: Whittaker
Corporation
Item 1(b) Address of Issuer's Principal Executive Offices: 1955 North Surveyor
Avenue
Simi Valley, CA
93063
Item 2(a) Name of Person Filing: First Manhattan Co.
Item 2(b) Address of Principal Business Office: 437 Madison Avenue
New York, NY 10022
Item 2(c) Citizenship: U.S.A.
Item 2(d) Title of Class of Securities: Common
Item 2(e) CUSIP Number: 966680407
Item 3 Check whether the person filing is a:
(a) x Broker or Dealer registered under Section 15 of
the Act
(b) - (d) Not applicable.
(e) x Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f) - (h) Not applicable.
Item 4(a) Amount Beneficially Owned: 513,747*
Item 4(b) Percent of Class: 4.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 64,500
(ii) shared power to vote or to direct the vote 437,747
(iii) sole power to dispose or to direct the 64,500
disposition of
(iv) shared power to dispose or to direct the disposition of 449,247
Item 5 Ownership of Five Percent or Less of Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following
[ X ].
Item 6 Ownership of More than Five Percent on Behalf of Not applicable.
Another Person
</TABLE>
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* Includes 129,000 shares owned by family members of General Partners of
First Manhattan Co. which are being reported for informational purposes.
First Manhattan Co. disclaims dispositive power as to 87,800 of such shares
and beneficial ownership as to 41,200 of such shares.
Page 3 of 4 pages
<PAGE>
<TABLE>
<S> <C> <C>
Item 7 Identification and Classification of the Subsidiary Not applicable.
Which Acquired the Security Being Reported on by the
Parent Holding Company
Item 8 Identification and Classification of Members of the Not applicable.
Group
Item 9 Notice of Dissolution of Group Not applicable.
Item 10 Certification.
</TABLE>
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 30, 1997
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Date
/s/ Neal K. Stearns
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Signature
Neal K. Stearns, General Partner
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Name/Title
Page 4 of 4 pages
