<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1997
REGISTRATION NO. 333-03753
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
WHITTAKER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-4033076
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
1955 NORTH SURVEYOR AVENUE
SIMI VALLEY, CALIFORNIA 93063
(805) 526-5700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LYNNE M.O. BRICKNER
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1955 NORTH SURVEYOR AVENUE
SIMI VALLEY, CALIFORNIA 93063
(805) 526-5700
(Name, address, including zip code, telephone number, including area code, of
agent for service)
COPY TO:
Brian G. Cartwright, Esq.
Latham & Watkins
633 West Fifth Street--Suite 4000
Los Angeles, California 90071
(213) 485-1234
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED MARCH 7, 1997
PROSPECTUS
APRIL , 1997
1,974,333 SHARES
WHITTAKER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-----------
All of the shares of Common Stock, par value $.01 per share ("Common Stock"),
of Whittaker Corporation, a Delaware corporation (the "Company"), offered
hereby (the "Shares") are being offered by a stockholder of the Company (the
"Selling Stockholder") as described more fully herein. The Company will not
receive any of the proceeds from the sale of the Shares offered hereby. See
"Use of Proceeds," "Selling Stockholder" and "Plan of Distribution."
The Common Stock is traded on the New York and Pacific Stock Exchanges under
the symbol "WKR." On March 7, 1997, the last reported sale price of the Common
Stock on the New York Stock Exchange was $10.875 per share.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to 1,974,333 shares of Common Stock which were
originally issued by the Company to the Selling Stockholder as of April 10,
1996 in a transaction exempt from the requirements of the Securities Act of
1933, as amended. The issuance of the 1,974,333 shares of Common Stock to such
person was made in connection with the Company's acquisition of Xyplex, Inc., a
Massachusetts corporation, from the Selling Stockholder. The Selling
Stockholder, directly, through agents designated from time to time, or through
dealers or underwriters also to be designated, may sell the Shares from time to
time on terms to be determined at the time of sale. To the extent required, the
specific shares to be sold, public offering price, the names of any such agent,
dealer or underwriter and any applicable commission or discount with respect to
a particular offer will be set forth in an accompanying Prospectus Supplement.
See "Selling Stockholder" and "Plan of Distribution."
THE DATE OF THIS PROSPECTUS IS APRIL , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company may be inspected
and copied at the public reference facilities of the Commission located at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at the New
York Regional Office of the Commission, Seven World Trade Center, Suite 1300,
New York, New York 10048, and at the Chicago Regional Office of the Commission,
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60621. Copies of such material can also be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Common Stock is listed on the New York and Pacific
Stock Exchanges under the symbol "WKR." Reports, proxy materials and other
information concerning the Company can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005; and
the Pacific Stock Exchange, Inc., 618 South Spring Street, Los Angeles,
California 90014, and 301 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a Registration Statement on Form S-
3 (together with any and all amendments, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the registration of the Common Stock and associated Rights offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto, certain portions of which have
been omitted as permitted by the rules and regulations of the Commission. In
addition, certain documents filed by the Company with the Commission have been
incorporated herein by reference. See "Incorporation of Certain Documents by
Reference." For further information regarding the Company and the Common Stock
and associated Rights offered hereby, reference is made to the Registration
Statement, including the exhibits and schedules thereto and the documents
incorporated herein by reference.
The principal executive offices of the Company are located at 1955 North
Surveyor Avenue, Simi Valley, California 93063; (805) 526-5700.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated herein by reference: (i) the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1996; (ii) the
Company's Proxy Statement dated February 24, 1997 related to the Annual Meeting
of Stockholders to be held on April 4, 1997; (iii) a description of the Common
Stock included in a Registration Statement on Form 8-A filed on June 21, 1989;
and (iv) a description of the Rights included in a Registration Statement on
Form 8-A filed on November 23, 1988. In addition, each document filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to termination of the
offering of Shares shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date such document is filed with
the Commission.
Any statement contained herein, or any document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and
this Prospectus to the extent that a statement contained herein, or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of the Registration Statement or this
Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon written or oral request of any
such person, a copy of any or all of the documents incorporated by reference
herein, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates. Written or oral requests for such copies should be
directed to: Lynne M.O. Brickner, Vice President and Secretary, Whittaker
Corporation, 1955 North Surveyor Avenue, Simi Valley, California 93063; (805)
526-5700.
2
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the shares of Common Stock offered hereby are
solely for the account of the Selling Stockholder. Accordingly, the Company
will receive none of the proceeds from sales thereof.
SELLING STOCKHOLDER
As of the date of this Prospectus, Raytheon Company, a Delaware corporation,
the Selling Stockholder, owns 1,974,333 shares of Common Stock (approximately
18% of the Common Stock outstanding as of February 7, 1997). Assuming that the
Selling Stockholder sells all 1,974,333 shares of Common Stock offered hereby
(the "Shares"), the Selling Stockholder will no longer own beneficially any
shares of Common Stock.
In connection with the issuance of the 1,974,333 Shares of Common Stock to
the Selling Stockholder, the Company agreed to file and use its best efforts to
cause to be declared effective the Registration Statement of which this
Prospectus is a part. The Company has also agreed to keep the Registration
Statement effective until the first to occur of (i) the third anniversary of
the effective date of the Registration Statement or (ii) such time as all of
the Shares have been sold. The Company has agreed to indemnify the Selling
Stockholder and its officers, directors and controlling persons against certain
liabilities, including certain liabilities under the Securities Act. The
Company has agreed to pay its expenses of registering the Shares under the
Securities Act, including registration and filing fees, blue sky expenses,
printing expenses, administrative expenses and its own counsel fees.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell Shares in any of the following transactions:
(i) through dealers; (ii) through agents; or (iii) directly to one or more
purchasers. The distribution of the Shares by the Selling Stockholder may be
effected from time to time in one or more transactions on the New York or
Pacific Stock Exchanges or in privately negotiated transactions at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholder and any
underwriters, dealers or agents that participate in the distribution of the
Shares may be deemed to be underwriters within the meaning of Section 2(11) of
the Securities Act, and any profit on the sale of the Shares by them and any
discounts, concessions or commissions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of Shares is made, to
the extent required, a Prospectus Supplement will be distributed which will set
forth the aggregate number of Shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
any discounts, concessions or commissions and other items constituting
compensation from the Selling Stockholder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers.
Certain of the underwriters, dealers or agents may have other business
relationships with the Company and its affiliates in the ordinary course of
business.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Lynne M.O. Brickner, Vice President, Secretary and
General Counsel of the Company. As previously disclosed in the Company's Proxy
Statement dated February 24, 1997, Ms. Brickner has been granted options to
purchase shares of the Company's Common Stock under the Company's Long-Term
Incentive Plan (1989).
EXPERTS
The consolidated financial statements of Whittaker Corporation appearing in
Whittaker Corporation's Annual Report (Form 10-K) for the year ended October
31, 1996, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
3
<PAGE>
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- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
Use of Proceeds............................................................ 3
Selling Stockholder........................................................ 3
Plan of Distribution....................................................... 3
Legal Matters.............................................................. 3
Experts.................................................................... 3
</TABLE>
- -------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1,974,333 SHARES
WHITTAKER
CORPORATION
COMMON STOCK
(Par Value $.01 per Share)
----------------
PROSPECTUS
----------------
April , 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses payable by the Company
in connection with the issuance and distribution of the securities being
registered hereunder, other than underwriting discounts and commissions. Except
for the SEC registration fee, all amounts are estimates.
<TABLE>
<S> <C>
SEC Registration Fee............................................. $12,936
NASD Filing Fee.................................................. --
Printing and Engraving Expenses.................................. 5,000
Legal Fees and Expenses.......................................... 25,000
Accounting Fees and Expenses..................................... 5,000
Registrar and Transfer Agent Fees and Expenses................... 1,000
Blue Sky Fees and Expenses....................................... 5,000
Miscellaneous Expenses........................................... 1,064
-------
Total.......................................................... $55,000
=======
</TABLE>
All of the costs identified above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the General Corporation Law of Delaware ("Delaware Law")
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director to
a corporation or its stockholders for violations of the director's fiduciary
duty, except (i) for any breach of a director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware Law (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which a director derived an
improper personal benefit. The Restated Certificate of Incorporation of the
Company, as amended, provides for the elimination of the liability of directors
to the extent permitted by Delaware Law.
Section 145 of the Delaware Law provides, in summary, that directors and
officers of Delaware corporations are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorney's fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided, that
no indemnification may be made against expenses in respect of any claim, issue
or matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
they are fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by
the stockholders or disinterested directors that indemnification is proper
because the indemnitee has met the applicable standard of conduct. The
Company's Bylaws entitle officers and directors of the Company to
indemnification to the fullest extent permitted by Delaware Law.
The Company has entered into an agreement with each of its directors and
certain officers which provide for indemnification by the Company against
certain liabilities, including liabilities under the Securities Act. In
addition, the Company maintains an insurance policy with respect to potential
liabilities of its directors and officers, including potential liabilities
under the Securities Act.
See Item 17 of this Registration Statement regarding the opinion of the
Securities and Exchange Commission with respect to indemnification for
liabilities arising under the Securities Act.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
5.1 Opinion of Lynne M.O. Brickner, Esq.
23.1 Consent of Lynne M.O. Brickner, Esq. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney of certain directors and officers of the
Company (previously filed).
24.2 Certificate of Substitution to Power of Attorney.
</TABLE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the provisions
described under Item 15 above, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer of controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended ("Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Simi Valley, State of California, on March 7, 1997.
WHITTAKER CORPORATION
By /s/ Richard Levin
___________________________________
(Richard Levin,
Vice President)
Date
March 7, 1997
_________________________________
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Joseph F. Alibrandi Director and Principal +
____________________________________ Executive Officer +
(Joseph F. Alibrandi) +
+
/s/ Eva Jonutis Principal +
____________________________________ Financial Officer +
(Eva Jonutis) +
+
/s/ George H. Benter, Jr.* Director +
____________________________________ +
(George H. Benter, Jr.) +
+
Director +
____________________________________ +
(George Deukmejian) +
+++++ March 7, 1997
+
____________________________________ Director +
(Jack L. Hancock) +
+
/s/ Edward R. Muller* Director +
____________________________________ +
(Edward R. Muller) +
+
/s/ Gregory T. Parkos* Director +
____________________________________ +
(Gregory T. Parkos) +
+
/s/ Malcolm T. Stamper* Director +
____________________________________ +
(Malcolm T. Stamper) +
+
*By: /s/ Richard Levin +
--------------------------- +
(Richard Levin) Attorney-In-Fact +
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
------- ---------------------- ----------
<C> <S> <C>
5.1 Opinion of Lynne M. O. Brickner, Esq.
23.1 Consent of Lynne M. O. Brickner, Esq. (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney of certain directors and officers of
the Company (previously filed).
24.2 Certificate of Substitution to Power of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5.1
[LOGO OF WHITTAKER]
WHITTAKER CORPORATION
1955 N. Surveyor Avenue
Simi Valley,
California 93063-3386
Telephone: (805) 526-5700
Facsimile: (805)526-4369
March 7, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am the General Counsel of Whittaker Corporation, a Delaware corporation
("Whittaker"), and I am rendering this opinion in connection with preparation
and filing of a Registration Statement on Form S-3 ("Registration Statement")
under the Securities Act of 1933, as amended, of 1,974,333 shares of Common
Stock, $.01 par value (the "Shares").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary or advisable for the
purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Shares are duly
authorized, legally issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the filing of this opinion as an exhibit to any
application made by or on behalf of Whittaker or any dealer in connection with
the registration of the Shares under the securities or blue sky laws of any
state or jurisdiction.
Very truly yours,
/s/ Lynne M. O. Brickner
Lynne M. O. Brickner
Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT 23.2
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Whittaker
Corporation for the registration of 1,974,333 shares of its common stock and to
the incorporation by reference therein of our report dated December 16, 1996,
with respect to the consolidated financial statements of Whittaker Corporation
included in its Annual Report (Form 10-K) for the year ended October 31, 1996,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
March 7, 1997
<PAGE>
EXHIBIT 24.2
CERTIFICATE OF SUBSTITUTION
PURSUANT TO POWER OF ATTORNEY
Pursuant to the power of substitution and resubstitution granted to the
undersigned by the Power of Attorney filed with the Securities and Exchange
Commission on May 15, 1996 as a part of the Registration Statement on Form S-3
of the Whittaker Corporation (Registration Statement No. 333-03753) and
appearing at page II-3 of Part II thereof, the undersigned hereby appoints
Lynne M. O. Brickner, Vice President and General Counsel of Whittaker
Corporation, as his substitute thereunder (with full power of resubstitution)
with full power to act as lawful attorney-in-fact and agent pursuant to such
Power of Attorney in his name, place and stead, in any and all capacities,
including without limitation the power as attorney-in-fact and agent to sign
any and all amendments (including post-effective amendments) to the
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
with power and authority as full as the undersigned would have in person
pursuant to such Power of Attorney, hereby ratifying and confirming all that
said substitute attorney-in-fact and agent, or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
By: /s/ Richard Levin
Richard Levin
Date: March 7, 1997
