<PAGE>
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) November 6, 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)
<PAGE>
Item 2. Acquisition or Disposition of Assets
The Registrant announced that it has entered into a definitive agreement
for the sale of its Whittaker Porta Bella Project to Porta Bella
Acquisition Co., Inc., for $10,000,000 in cash, a $5,000,000 promissory
note, plus a contingent interest in the Project. A copy of the press
release dated November 9, 1998 is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release, dated November 9, 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
-------------------------------------
Lynne M. O. Brickner
Vice President, Secretary and General Counsel
Dated: November 9, 1998
2
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release, dated November 9, 1998
3
<PAGE>
Exhibit 99.1
[LETTERHEAD OF WHITTAKER]
NEWS RELEASE
Release: November 9, 1998
Contact: John K. Otto
Chief Financial Officer
(805) 526-5700, ext. 662
WHITTAKER CORPORATION ANNOUNCES SALE OF
WHITTAKER PORTA BELLA PROJECT
SIMI VALLEY, CA, NOVEMBER 6, 1998 -- Whittaker Corporation (NYSE: WKR)
today announced that it has entered into a definitive agreement for the sale of
its Whittaker Porta Bella Project to Porta Bella Acquisition Co., Inc., for
$10,000,000 in cash, a $5,000,000 promissory note, plus a contingent interest
in the Project. The closing of the sale is subject to customary closing
conditions.
Joseph F. Alibrandi, Chief Executive Officer of Whittaker Corporation said,
"This sale completes our program of divesting our non-operating assets and fully
focuses Whittaker on its core aerospace operations."
Myla D. Bobrow, President of Phoenix, Arizona-based Porta Bella Acquisition
Co., Inc. said, "We are delighted to have the opportunity to transform this 996-
acre property into a vibrant, mixed-use master planned community service
development. We look forward to using our industry knowledge in effecting
solutions to the environmental and developmental aspects of the project."
* * *
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, delays in developing new products and
markets, and the cyclical nature of the aerospace industry.
Whittaker Corporation develops innovative fluid control and fire safety
systems for aerospace and industrial applications. For additional information
on Whittaker, contact the Internet Home Page at http://www.wkr.com.
# # #
