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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) NOVEMBER 13, 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
See attached press release dated November 13, 1998, 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 November 13, 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 13, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.1 Press Release, dated November 13, 1998
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EXHIBIT 99.1
[LETTERHEAD OF WHITTAKER CORPORATION]
Release: November 13, 1998
Contact: John K. Otto
Chief Financial Officer
(805) 526-5700, ext. 662
WHITTAKER CORPORATION RENEWS STOCKHOLDER RIGHTS PLAN
SIMI VALLEY, CA, NOVEMBER 13, 1998--Whittaker Corporation (NYSE: WKR) today
announced that its Board of Directors has adopted a Stockholder Rights Plan (the
"Plan") to replace the rights plan that will expire by its terms on November 29,
1998. Chairman of the Board and Chief Executive Officer Joseph F. Alibrandi,
said "The new Plan is substantially similar to the current plan that is
expiring. The Plan was not adopted in response to any specific threat or attempt
to acquire control of Whittaker, and we are not aware of any such efforts. It is
not the intent of the Board of Directors to use the Plan to prevent a merger or
acquisition but rather to ensure that the Board has the time and opportunity to
carry out its fiduciary responsibility to its stockholders."
Under the new Plan, Rights will be distributed as a dividend at the rate of
one Right for each share of common stock of the Company held by stockholders of
record at the close of business on November 30, 1998. Each Right will entitle
stockholders to buy, upon occurrence of certain events, 1/100th of a share of
preferred stock for $125. Under certain circumstances, the new Rights are
redeemable at a price of $.01 per Right. The Rights will expire on November 30,
2008.
The Rights generally will become exercisable only if a person or group
acquires beneficial ownership of 25% or more of the Company's common stock, or
commences a tender or exchange offer that, upon consummation, would result in
such person or group owning 25% or more of the Company's common stock.
* * *
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.whittaker.com.
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