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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) JANUARY 30, 1998
WHITTAKER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-20609 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
The Registrant announced the completion of the sale of its Whittaker
Xyplex, Inc. subsidiary on January 30, 1998. A copy of the press
release dated February 2, 1998 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 February 2, 1998.
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/ Lynne M. O. Brickner
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Lynne M. O. Brickner
Vice President and General Counsel
Dated: February 2, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release, dated February 2, 1998.
3
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EXHIBIT 99.1
[LETTERHEAD OF WHITTAKER CORPORATION]
NEWS RELEASE
Release: February 2, 1998
Contact: John K. Otto
Chief Financial Officer
(805) 526-5700, ext. 662
WHITTAKER CORPORATION ANNOUNCES COMPLETION OF
THE SALE OF WHITTAKER XYPLEX, INC.
SIMI VALLEY, CA, JANUARY 30, 1998 - Whittaker Corporation (NYSE: WKR)
today announced the completion of the sale of Whittaker Xyplex, Inc. to MRV
Communications, Inc., for $35,000,000 in cash plus warrants to purchase 421,402
shares of common stock of MRV. Under the terms of its agreement with MRV,
Whittaker shall be entitled to receive warrants to purchase an additional 78,598
shares of common stock of MRV upon Whittaker's timely performance of certain
covenants. The proceeds from the sale will be used to reduce Whittaker's bank
debt.
Statements made herein that are not based on historical fact are "forward
looking statements" within the meaning of the Private Litigation Reform Act of
1995. Actual results could differ from these forward looking statements for
many reasons including failure to retain customers or to attract new customers,
development of competing products, and delays in developing new products and
markets.
Whittaker Corporation develops innovative fluid control and fire safety
systems for aerospace and industrial applications and turnkey data networking
solutions for hospitals and other enterprises. For additional information on
Whittaker, contact the Internet Home Page at http://www.wkr.com.
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