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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WHITTAKER CORPORATION
(Name of Subject Company)
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MEGGITT ACQUISITION INC.
MEGGITT PLC
(Bidders)
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COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
966680100
(CUSIP Number of Common Stock)
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PHILIP E. GREEN
GROUP CORPORATE AFFAIRS DIRECTOR
MEGGITT PLC
FARRS HOUSE, COWGROVE
WIMBORNE, DORSET BH21 4EL, UNITED KINGDOM
011-44-1202-847847
(Name Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
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COPY TO:
ELLEN J. ODONER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
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TENDER OFFER
This Amendment No. 4 further amends and supplements the Tender Offer
Statement on Schedule 14D-1 initially filed on June 15, 1999 (as amended and
supplemented, the "Statement") by Meggitt Acquisition Inc., a Delaware
corporation (the "Purchaser"), and Meggitt PLC, a public limited company
organized under the laws of England and Wales (the "Parent"), relating to the
offer by Purchaser to purchase all shares of common stock, $0.01 par value (the
"Shares"), of Whittaker Corporation, a Delaware corporation (the "Company"), at
$28.00 per Share, net to the Seller in cash, on the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 15, 1999 (the "Offer
to Purchase"), and in the related Letter of Transmittal. The Offer also was made
for all shares of Series D Participating Convertible Preferred Stock, $1.00 par
value, of the Company, at $9,142.87, net to the Seller in cash, on the terms and
subject to the conditions set forth in the Offer. Unless otherwise indicated,
the capitalized terms used herein shall have the meanings specified in the
Statement, including the Offer to Purchase filed as Exhibit (a)(1) thereto.
ITEM 10. ADDITIONAL INFORMATION
The Offer expired at 12:00 midnight, New York City time, on
Tuesday, July 13, 1999. Purchaser accepted for payment 11,386,127 Shares,
including 1,088,124 Shares tendered by means of guaranteed delivery. As a result
of the Offer, Purchaser now owns in excess of 92% of the Company's approximately
12.3 million outstanding Shares and intends promptly to complete the acquisition
by means of a merger with the Company. On July 14, 1999, Parent issued a press
release, the text of which is set forth as Exhibit (a)(11) hereto, and is
incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(11) Text of Press Release of Parent dated July 14 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 14, 1999
MEGGITT ACQUISITION INC.
By: /s/ Bennett F. Moore
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Name: Bennett F. Moore
Title: Vice President and Secretary
MEGGITT AMERICA, INC.
By: /s/ Bennett F. Moore
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Name: Bennett F. Moore
Title: President
MEGGITT-USA, INC.
By: /s/ Bennett F. Moore
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Name: Bennett F. Moore
Title: President and Secretary
MEGGITT INTERNATIONAL LIMITED
By: /s/ Philip E. Green
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Name: Philip E. Green
Title: Director
MEGGITT PLC
By: /s/ Philip E. Green
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Name: Philip E. Green
Title: Group Corporate Affairs Director
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EXHIBIT INDEX
EXHIBIT
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(a)(11) Text of Press Release of Parent dated July 14, 1999
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Exhibit (a)(11)
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MEGGITT PLC
TENDER OFFER FOR WHITTAKER CORPORATION
SUCCESSFULLY COMPLETED
Meggitt PLC ("Meggitt") announces the successful completion of
its tender offer to purchase all of the outstanding shares of common stock of
Whittaker Corporation at US$28 net per share in cash.
The tender offer expired, at 12:00 midnight, New York City
time, on Tuesday, 13 July 1999. Meggitt accepted for payment 11,386,127 shares
of Whittaker's common stock, including 1,088,124 shares tendered by means of
guaranteed delivery.
As a result of the tender offer, Meggitt now owns some 92% of
Whittaker's approximately 12.3 million outstanding shares of common stock and
intends promptly to complete the acquisition by means of the merger of Whittaker
with a wholly-owned Meggitt subsidiary.
Mike Stacey, Chief Executive, said "I am very pleased to be
able to announce the completion of our tender offer for Whittaker Corporation.
This acquisition is an important milestone in the strategic development of
Meggitt and I look forward to the future of the enlarged Group with considerable
confidence".