<PAGE>
FILED PURSUANT TO RULE 424 (b)(1)
REGISTRATION NO. 333-03753
PROSPECTUS
APRIL 9, 1998
1,974,333 SHARES
WHITTAKER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
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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 April 7, 1998, the last reported sale price of the Common
Stock on the New York Stock Exchange was $14.75 per share.
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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 9, 1998
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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 Report
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); (iv) the Company's Current
Reports on Form 8-K dated February 2, 1998 (filed on February 3, 1998) and
dated March 2, 1998 (filed on March 3, 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.
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.
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RECENT DEVELOPMENTS
Since July 31, 1996, the Company has not been in compliance with one or more
of the four financial ratio covenants in its bank credit agreement and at
January 31, 1998 the Company was not in compliance with any of such covenants.
Below is a summary of the requirements of the four financial ratio covenants
and the actual ratios and levels at January 31, 1998:
<TABLE>
<CAPTION>
MINIMUM REQUIRED ACTUAL
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<S> <C> <C>
Fixed Charge Coverage Ratio................ 1.75 (0.48)
<CAPTION>
MAXIMUM PERMITTED ACTUAL
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<S> <C> <C>
Leverage Ratio............................. 0.45 1.19
<CAPTION>
MAXIMUM PERMITTED ACTUAL
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<S> <C> <C>
Cash Flow Ratio............................ 3.50 (16.36)
<CAPTION>
MINIMUM REQUIRED ACTUAL
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<S> <C> <C>
Consolidated Net Worth..................... $135,204,000 $(20,316,000)
</TABLE>
The Company has obtained successive waivers of these defaults. The latest
waiver, dated March 31, 1998, waives the defaults up to but not including May
29, 1998. The sale of Whittaker Xyplex, Inc. and the application of the sale
proceeds to reduce the debt of the Company increased the net worth of the
Company and reduced financial leverage but the Company does not expect to be
in compliance with the above financial ratio covenants within the next twelve
months. Consequently, the Company has initiated discussions with other lenders
regarding refinancing the current credit agreement with a credit agreement
that includes financial ratio covenants with which the Company will be able to
comply. Management estimates that such refinancing will be completed by the
expiration date of the current waiver.
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 6, 1998). 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
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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 March 3, 1998, 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/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.
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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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
Recent Developments........................................................ 3
Use of Proceeds............................................................ 3
Selling Stockholder........................................................ 3
Plan of Distribution....................................................... 3
Legal Matters.............................................................. 4
Experts.................................................................... 4
</TABLE>
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1,974,333 SHARES
WHITTAKER
CORPORATION
COMMON STOCK
(Par Value $.01 per Share)
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PROSPECTUS
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April 9, 1998
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