<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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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This Form 8-K/A adds Item 2 in lieu of Item 5 of that certain Form 8-K dated
February 2, 1998 (as filed on February 3, 1998) (the "Original Form 8-K") and
adds Item 7 to the Original Form 8-K by including the financial statements
identified below.
ITEM 2.
As previously announced, the Registrant completed of the sale of its
Whittaker Xyplex, Inc. subsidiary on January 30, 1998 to MRV
Communications, Inc., which is unaffiliated with the Registrant. A copy of
the press release dated February 2, 1998 which describes this transaction
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(B) PRO FORMA FINANCIAL INFORMATION
In connection with the disposition of Whittaker Xyplex, Inc. described in
Item 5 of the Original Form 8-K and Item 2 above, attached is the pro forma
financial information of the Registrant required pursuant to Article 11 of
Regulation S-X consisting of a pro forma condensed balance sheet, pro forma
condensed statements of operations and accompanying explanatory notes.
(C) EXHIBITS
Exhibit No. Description
----------- -----------
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
----------------------------------
Lynne M. O. Brickner
Vice President and General Counsel
Dated: April 6, 1998
2
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PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following pro forma financial information should be read in conjunction
with the Company's Annual Report on Form 10-K for the year ended October 31,
1997 and the Company's Interim Report on Form 10-Q for the quarter ended
January 31, 1998.
The following unaudited Pro Forma Consolidated Statements of Operations for
the three months ended January 31, 1998 and the year ended October 31, 1997 and
the Pro Forma Consolidated Balance Sheets as of January 31, 1998 and as of
October 31, 1997 have been prepared giving effect to the repayment of a portion
of the Company's outstanding debt under its bank credit agreement using a
portion of the proceeds received by the Company upon the sale of Whittaker
Xyplex, Inc. to MRV Communications, Inc.
The Pro Forma Consolidated Statements of Operations for the three months ended
January 31, 1998 and for the year ended October 31, 1997 were prepared as if the
repayment of debt had occurred at the beginning of the period being presented.
The Pro Forma Consolidated Balance Sheets as of January 31, 1998 and as of
October 31, 1997 were prepared as if the repayment of debt had occurred at
January 31, 1998 and October 31, 1997, respectively.
3
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PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands except for per share amounts)
<TABLE>
<CAPTION>
Three Months Ended January 31, 1998 For the year ended October 31, 1997
--------------------------------------- ------------------------------------
Actual Adjustments Pro Forma Actual Adjustments Pro Forma
-------- ----------- --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Sales $31,799 $ $31,799 $ 95,133 $ $ 95,133
Costs and expenses
Cost of Sales 18,689 18,689 67,308 67,308
Engineering, selling, general
and administrative 7,612 7,612 27,947 27,947
------- ------- ------- -------- ------- --------
Operating profit (loss) 5,498 5,498 (122) (122)
Interest expense 4,688 (1,088)(A) 3,600 17,843 (3,693)(A) 14,150
Writedown of asset held for sale
or development - - 15,677 15,677
Other expense 482 482 3,495 3,495
------- ------- ------- -------- ------- --------
Income (loss) from continuing operations
before provision (benefit) for taxes 328 1,088 1,416 (37,137) 3,693 (33,444)
Provision (benefit) for taxes (B) 6 6 (4,207) (4,207)
------- ------- ------- -------- ------- --------
Income (loss) from continuing operations $ 322 $ 1,088 $ 1,410 $(32,930) $ 3,693 $(29,237)
======= ======= ======= ======== ======= ========
Shares used to compute basic earnings
(loss) per share (in thousands) 11,205 11,205 11,144 11,144
======= ======= ======== ========
Shares used to compute diluted earnings
(loss) per share (in thousands) 11,456 11,456 11,144 11,144
======= ======= ======== ========
Basic earnings (loss) per share $ 0.03 $ 0.13 $ (2.95) $ (2.62)
======= ======= ======== ========
Diluted earnings (loss) per share $ 0.03 $ 0.12 $ (2.95) $ (2.62)
======= ======= ======== ========
</TABLE>
4
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NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(A) Represents the reduction in interest expense to reflect the repayment of a
portion of the Company's borrowings under its bank credit facility. See
Note A to Notes to Pro Forma Consolidated Balance Sheet.
(B) The reduction of interest expense for the three months ended January 31,
1998 and for the year ended October 31, 1997 reduced the Company's
operating losses before taxes. However, such reductions did not affect the
Company's provision for taxes because the Company has a full valuation
allowance against its net tax benefits.
5
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PRO FORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
As of January 31, 1998
-----------------------------------------------------
Actual Adjustments Pro Forma
-------- ----------- ----------
<S> <C> <C> <C>
Cash $ 37,550 $(34,467)(A) $ 3,083
Receivables 24,597 24,597
Inventories 38,194 38,194
Other current assets 1,349 1,349
Deferred and recoverable income taxes 14,529 14,529
-------- -------- --------
Total Current Assets 116,219 $(34,467) 81,752
-------- -------- --------
Property and equipment, at cost 31,850 31,850
Less accumulated depreciation (22,060) (22,060)
-------- --------
Net Property and Equipment 9,790 9,790
-------- --------
Goodwill and other intangibles, net 15,012 15,012
Notes and other noncurrent assets 12,461 12,461
Assets held for sale or development 15,214 15,214
-------- -------- --------
Total Assets $168,696 $(34,467) $134,229
======== ======== ========
Current maturities of long-term debt $127,313 $(34,467)(A) $ 92,846
Accounts payable 10,126 10,126
Accrued liabilities 25,876 25,876
-------- -------- --------
Total Current Liabilities 163,315 (34,467) 128,848
-------- -------- --------
Long-term debt 91 91
Other noncurrent liabilities 12,174 12,174
Deferred income taxes 13,432 13,432
Preferred stock 1 1
Common stock 112 112
Additional paid-in capital 72,041 72,041
Retained earnings (deficit) (92,470) (92,470)
-------- --------
Total Stockholders' Equity (Deficit) (20,316) (20,316)
-------- --------
Total Liabilities and Stockholders' Equity $168,696 $(34,467) $134,229
======== ========= ========
</TABLE>
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NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
(A) Represents the repayment of a portion of the Company's borrowings under its
bank credit facility as follows :
<TABLE>
<S> <C>
Term Loan $31,860
Revolver loan 2,607
-------
$34,467
=======
</TABLE>
7
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EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release, dated February 2, 1998.
8
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Exhibit 99.1
[LETTERHEAD OF WHITTAKER] NEWS RELEASE
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 net 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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