<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1998
REGISTRATION NO. 333-55859
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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)
DELAWARE 95-4033076
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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.
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<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 JUNE 16, 1998
PROSPECTUS
JUNE , 1998
107,841 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 June 12, 1998, the last reported sale price of the Common
Stock on the New York Stock Exchange was $12.9375 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 107,841 shares of Common Stock which were
originally issued by the Company to the Selling Stockholder as of May 4, 1998
in a transaction exempt from the requirements of the Securities Act of 1933, as
amended. The issuance of the 107,841 shares of Common Stock to such person was
made in connection with the Company's amendment of its agreement to acquire
Whittaker Communications, Inc., 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 June , 1998
<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 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, 1997, as amended by
Form 10-K/A dated April 8, 1998 (filed on April 8, 1998); (ii) the Company's
Proxy Statement dated March 3, 1998 related to the Annual Meeting of
Stockholders to be held on April 3, 1998; (iii) the Company's Quarterly
Reports on Form 10-Q for the quarter ended January 31, 1998, as amended by
Form 10-Q/A dated April 8, 1998 (filed on April 8, 1998), and for the quarter
ended April 30, 1998, dated June 10, 1998 (filed on June 11, 1998); (iv) the
Company's Current Reports on Form 8-K dated February 2, 1998 (filed on
February 3, 1998), dated March 2, 1998 (filed on March 3, 1998), dated May 7,
1998 (filed on May 8, 1998), dated May 12, 1998 (filed on May 13, 1998), dated
May 26, 1998 (filed on May 27, 1998), and dated June 1, 1998 (filed on June 1,
1998) and on Form 8-K/A dated April 6, 1998 (filed on April 6, 1998); (v) a
description of the Common Stock included in a Registration Statement on Form
8-A filed on June 21, 1989; and (vi) 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.
2
<PAGE>
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.
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, Hughes Electronics Corporation, a
Delaware corporation, the Selling Stockholder, owns 107,841 shares of Common
Stock (approximately .95% of the Common Stock outstanding as of June 11,
1998). Assuming that the Selling Stockholder sells all 107,841 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 107,841 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 90th day following 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.
3
<PAGE>
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 March 3, 1998, Ms. Brickner has been granted options to
purchase shares of the Company's Common Stock under the Company's Long-Term
Stock Incentive Plan (1989).
EXPERTS
The consolidated financial statements of Whittaker Corporation appearing in
Whittaker Corporation's Annual Report (Form 10-K/A) for the year ended October
31, 1997, 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.
4
<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.............................................................. 4
Experts.................................................................... 4
</TABLE>
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107,841 SHARES
WHITTAKER
CORPORATION
COMMON STOCK
(Par Value $.01 per Share)
----------------
PROSPECTUS
----------------
June , 1998
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<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............................................. $ 456
NASD Filing Fee.................................................. --
Printing and Engraving Expenses.................................. 5,000
Legal Fees and Expenses.......................................... 1,000
Accounting Fees and Expenses..................................... 5,000
Registrar and Transfer Agent Fees and Expenses................... 1,000
Blue Sky Fees and Expenses....................................... 1,000
Miscellaneous Expenses........................................... 544
-------
Total.......................................................... $14,000
=======
</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. (previously filed).
23.1 Consent of Lynne M.O. Brickner, Esq. (included in Exhibit 5.1
previously filed).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney of certain directors and officers of the
Company (previously filed).
</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 June 15, 1998.
WHITTAKER CORPORATION
By /s/ Lynne M.O. Brickner
___________________________________
(Lynne M.O. Brickner,
Vice President)
Date June 15, 1998
___________________________________
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/ John K. Otto Principal
____________________________________ Financial Officer
(John K. Otto)
/s/ Eva Jonutis Principal
____________________________________ Accounting Officer
(Eva Jonutis)
/s/ George H. Benter, Jr.* Director
____________________________________
(George H. Benter, Jr.)
/s/ George Deukmejian* Director June 15, 1998
____________________________________
(George Deukmejian)
/s/ Jack L. Hancock* 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)
/s/ Lynne M.O. Brickner Attorney-In-Fact
*By ________________________________
(Lynne M.O. Brickner)
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
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<C> <S> <C>
23.2 Consent of Ernst & Young LLP.
</TABLE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
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 107,841 shares of its common stock and to
the incorporation by reference therein of our report dated December 12, 1997,
with respect to the consolidated financial statements of Whittaker Corporation
included in its Annual Report (Form 10-K/A) for the year ended October 31,
1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
June 15, 1998
