SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO.1 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
WHITTAKER CORPORATION
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
966680407
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(CUSIP NUMBER)
Blavin & Company, Inc.
29621 Northwestern Highway
Southfield, Michigan 48034
Tel. No.: (248) 213-0457
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
June 9, 1999
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4) check the following
box [ ]
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
<PAGE>
CUSIP No. 966680407 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blavin & Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 966680407 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul W. Blavin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No.1 to Schedule 13D (the "Schedule 13D") is being
filed on behalf of Blavin & Company, Inc., a Delaware corporation ("BCI"),
and Mr. Paul W. Blavin, the principal of BCI, relating to shares of Common
Stock of Whittaker Corporation (the "Issuer") as an amendment to the
initial statement on Schedule 13D filed with the Securities and Exchange
Commission on December 23, 1998.
This Schedule 13D relates to shares of Common Stock of the Issuer
purchased by BCI for the account of (i) PWB Value Partners, L.P. ("PWB"),
of which BCI is the general partner, and (ii) four other accounts for which
BCI acts as investment advisor (collectively, the "Clients"). Schedule 13D
is hereby amended and supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of June 9, 1999, BCI and Mr. Blavin are not beneficial owners
of any shares of Common Stock of the Issuer. On June 9, 1999, BCI and Mr.
Blavin sold all shares of Common Stock of the Issuer held for the account
of PWB and the Clients.
(b) Not applicable.
(c) The transactions in the Issuer's securities by BCI since the most
recent filing on Schedule 13D are listed as Annex A attached hereto and
made apart hereof.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
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6/9/99 Sell 969,376 27.51
<PAGE>
Signature
After reasonable 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: June 15, 1999
Blavin & Company, Inc.
By: /S/PAUL W. BLAVIN
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PAUL W. BLAVIN, President
/S/PAUL W. BLAVIN
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PAUL W. BLAVIN
