<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) MAY 12, 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
On May 12, 1998, the Registrant announced preliminary operating results of
its aerospace group for the second quarter ended April 30, 1998 and a
commitment from CIBC Oppenheimer for a new credit facility. A copy of the
press release dated May 12, 1998 is 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 May 12, 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
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Lynne M. O. Brickner
Vice President, Secretary and General Counsel
Dated: May 12, 1998
2
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<C> <S>
99.1 Press Release, dated May 12, 1998.
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EXHIBIT 99.1
[LOGO OF WHITTAKER CORPORATION] NEWS RELEASE
WHITTAKER CORPORATION
1955 N. Surveyor Avenue, Simi Valley, California 93063
805/526-5700
Release: May 12, 1998
Contact: John K. Otto
Chief Financial Officer
(805) 526-5700, ext. 662
WHITTAKER CORPORATION ANNOUNCES PRELIMINARY SECOND QUARTER AEROSPACE GROUP
OPERATING RESULTS AND NEW CREDIT FACILITY
AEROSPACE GROUP OPERATING RESULTS
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SIMI VALLEY, CA, May 12, 1998--Whittaker Corporation (NYSE:WKR) announced
today that it expects to report later this month record Aerospace group sales
and operating profit for the second fiscal quarter of 1998. Sales of the
Aerospace group are anticipated to increase to approximately $33.0 million, a
14.0% increase from the first quarter of 1998 and a 55.7% increase from the
prior year's second quarter. Operating profit of the Aerospace group is
expected to increase to approximately $11.6 million in the second quarter, a
43.8% increase from the first quarter of 1998 and a 132.7% increase from the
prior year's second quarter. The Company expects to report on May 26 its total
results of operations for the second quarter of 1998 including general corporate
expenses, interest expense, and the operating results of its Integration
Services segment.
NEW CREDIT FACILITY
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The Company also announced that it has received a commitment from CIBC
Oppenheimer for an underwritten $85,000,000 credit facility. The facility will
consist of a $40 million five-year term loan and a $45 million three-year
revolving credit facility. Initial proceeds of the facility will be used to
repay all of the approximately $71.5 million of debt outstanding under the
Company's existing bank credit facility. In addition, the Company expects to
use the credit facility to finance strategic aerospace acquisitions that will
leverage the Company's position in the aerospace valve and fire and overheat
detector markets. Interest rates under the new credit facility will be
substantially lower than interest rates under the current credit facility. The
Company expects to close and fund the new credit agreement within the next
several weeks.
* * *
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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