SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Under the Securities Exchange Act of 1934
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Whittaker Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
966680407
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(CUSIP Number)
March 19, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
| | Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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Page 1 of 8 Pages
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SCHEDULE 13G
CUSIP No. 966680407 Page 2 of 8 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin Capital Management, L.P.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5) SOLE VOTING POWER
365,500 /1/. See Item 2(a).
NUMBER -------------------------------------------------
OF 6) SHARED VOTING POWER
SHARES None
BENEFICIALLY -------------------------------------------------
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH 365,500 /1/. See Item 2(a).
REPORTING -------------------------------------------------
PERSON 8) SHARED DISPOSITIVE POWER
WITH None
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,500 /1/
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2% /2/
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12) TYPE OF REPORTING PERSON
PN
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/1/ This amount includes 90,500 options presently exercisable to acquire Common
Stock.
/2/ Based upon 11,438,999 shares outstanding as reported in the Issuer's
most recent Form 10-Q.
Page 2 of 8 Pages
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SCHEDULE 13G
CUSIP No. 966680407 Page 3 of 8 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin International Fund, Ltd.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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5) SOLE VOTING POWER
232,500 /3/. See Item 2(a).
NUMBER -------------------------------------------------
OF 6) SHARED VOTING POWER
SHARES None
BENEFICIALLY -------------------------------------------------
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH 232,500 /3/. See Item 2(a).
REPORTING -------------------------------------------------
PERSON 8) SHARED DISPOSITIVE POWER
WITH None
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,500 /3/
- --------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0% /4/
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12) TYPE OF REPORTING PERSON
CO
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/3/ This amount includes 54,500 options presently exercisable to acquire
Common Stock.
/4/ Based upon 11,438,990 shares outstanding as reported in the Issuer's
most recent Form 10-Q.
Page 3 of 8 Pages
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Schedule 13G
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Item 1(a). Name of Issuer:
Whittaker Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
1955 N. Surveyor Avenue
Simi Valley, CA 93063
Item 2(a). Name of Person Filing:
This statement is being filed jointly by Scoggin Capital Management,
L.P. ("Scoggin Capital") and Scoggin International Fund, Ltd. ("Scoggin
International," and together with Scoggin Capital referred to as the "Reporting
Persons").
S&E Partners, L.P., a Delaware limited partnership ("S&E"), is the
general partner of Scoggin Capital. Scoggin, Inc., a Delaware corporation
("SC"), is the general partner of S&E. Craig Effron ("Effron") is the President
of SC and Curtis Schenker ("Schenker") is the Vice President of SC. By virtue of
their positions, Effron, Schenker, S&E and SC may be deemed for certain purposes
to beneficially own the shares directly owned by Scoggin Capital; each disclaims
such beneficial ownership.
Scoggin L.L.C., a Delaware limited liability company ("Scoggin LLC"),
is the trading advisor to Scoggin International and has decision making powers
over the shares directly owned by Scoggin International. Schenker and Effron are
managing members of Scoggin LLC. By virtue of their positions, Scoggin LLC,
Effron and Schenker may be deemed for certain purposes to beneficially own the
shares directly owned by Scoggin International; each disclaims such beneficial
ownership.
Item 2(b). Address of Principal Business Office or, if None, Residence:
Scoggin Capital:
660 Madison Avenue
New York, NY 10021
Scoggin International:
108 Shirrely Street
P.O. Box EE17758
Nassau, Bahamas
Item 2(c). Citizenship:
Scoggin Capital is a Delaware entity. Scoggin International is a Bahamas entity.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
96680407
Page 4 of 8 Pages
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Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) | | Broker or Dealer Registered Under Section 15 of the Act (15
U.S.C. 78o)
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) |_| Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e) |_| Investment Adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E)
(f) |_| Employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company or control person in accordance with
ss.240.13d-1(b)(ii)(G)
(h) |_| Savings Association as defined in ss.3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| Church plan that is excluded from the definition of an
investment company under ss.3(c)(15) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) |_| Group, in accordance with ss.240.13d-1(b)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check box |X|
Page 5 of 8 Pages
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Item 4. Ownership.
(a) Amount beneficially owned by Scoggin Capital: 365,500 /5/
Amount beneficially owned by Scoggin International: 232,500 /6/
Amount beneficially owned by the Reporting Persons in the
aggregate: 598,000 /7/
(b) Percent of class beneficially owned by Scoggin Capital: 3.2% /8/
Percent of class beneficially owned by Scoggin International:
2.0% /8/
Percent of class beneficially owned by Reporting Persons in the
aggregate: 5.2% /8/
(c) Number of shares as to which Scoggin Capital has:
(i) Sole power to direct the vote: 365,500 /5/
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or direct the disposition: 365,500 /5/
(iv) Shared power to dispose or direct the disposition:
None
Number of shares as to which Scoggin International has:
(i) Sole power to direct the vote: 232,500 /6/
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or direct the disposition: 232,500 /6/
(iv) Shared power to dispose or direct the disposition:
None
Number of shares as to which the Reporting Persons have:
(i) Sole power to direct the vote: 598,000 /7/
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or direct the disposition: 598,000 /7/
(iv) Shared power to dispose or direct the disposition:
None
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
/5/ This amount includes 90,500 options presently exercisable to acquire Common
Stock.
/6/ This amount includes 54,500 options presently exercisable to acquire
Common Stock.
/7/ This amount includes the options described in footnotes 5 and 6.
8,200 shares held by Effron in his individual capacity are not included.
/8/ Based upon 11,438,999 shares outstanding as reported in the Issuer's
most recent Form 10-Q.
Page 6 of 8 Pages
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Item 2(a) for a description of those persons who may be deemed for certain
purposes to beneficially own the shares directly owned by the Reporting Persons.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Material to be Filed as an Exhibit:
Exhibit A - Copy of an Agreement between Scoggin Capital and
Scoggin International to file this Statement on
Schedule 13G on behalf of both of them.
Page 7 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 29, 1999 SCOGGIN CAPITAL MANAGEMENT, L.P.
By: S&E PARTNERS, L.P., its General Partner
By: SCOGGIN, INC., its General Partner
By: /s/ Craig Effron
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Name: Craig Effron
Title: President
Dated: March 29, 1999 SCOGGIN INTERNATIONAL FUND, LTD.
By: SCOGGIN L.L.C., its Trading Advisor
By: /s/ Craig Effron
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Name: Craig Effron
Title: Managing Member
Page 8 of 8 Pages
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EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13G and any future amendments thereto
reporting each of the undersigned's ownership of securities of Whittaker
Corporation, and hereby affirm that such Schedule 13G is being filed on behalf
of each of the undersigned.
Dated: March 29, 1999 SCOGGIN CAPITAL MANAGEMENT, L.P.
By: S&E PARTNERS, L.P., its General Partner
By: SCOGGIN, INC., its General Partner
By: /s/ Craig Effron
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Name: Craig Effron
Title: President
Dated: March 29, 1999 SCOGGIN INTERNATIONAL FUND, LTD.
By: SCOGGIN L.L.C., its Trading Advisor
By: /s/ Craig Effron
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Name: Craig Effron
Title: Managing Member
