<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission File Number: 0-20609
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Whittaker Corporation Partnership Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Whittaker Corporation
1955 N. Surveyor Avenue
Simi Valley, California 93063-3386
<PAGE>
Audited Financial Statements
and Supplemental Schedules
Whittaker Corporation Partnership Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE>
Whittaker Corporation Partnership Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
Contents
<S> <C>
Report of Independent Auditors............................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............. 2
Statements of Changes in Net Assets Available for Benefits... 3
Notes to Financial Statements................................ 4
Supplemental Schedules
Item 27a -- Schedule of Assets Held for Investment Purposes.. 20
Item 27d -- Schedule of Reportable Transactions.............. 21
</TABLE>
<PAGE>
Report of Independent Auditors
To the Administrative Committee
Whittaker Corporation Partnership Plan
We have audited the accompanying statements of Net Assets Available for Benefits
of Whittaker Corporation Partnership Plan as of December 31, 1998 and 1997, and
the related statements of Changes in Net Assets Available for Benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of Assets
Held for Investment Purposes as of December 31, 1998 and Reportable Transactions
for the year then ended, are presented for purposes of additional analysis and
are not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of management. The
supplemental schedules have been subjected to the auditing procedures applied in
our audits of the financial statements and, in our opinion, are fairly stated in
all material respects in relation to the financial statements taken as a whole.
June 22, 1999
Ernst & Young LLP
1
<PAGE>
Whittaker Corporation Partnership Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1998 1997
------------ ------------
<S> <C> <C>
Assets
Cash $ -- $ 935,025
Investments, at fair value 29,441,913 28,093,648
Receivables:
Contributions 1,975,036 406,589
Other -- 25,779
------------ ------------
Total assets 31,416,949 29,461,041
Liabilities
Accrued expenses -- 49,864
Other -- 25,993
------------ ------------
Total liabilities -- 75,857
------------ ------------
Net assets available for benefits $ 31,416,949 $ 29,385,184
============ ============
</TABLE>
See accompanying notes.
2
<PAGE>
Whittaker Corporation Partnership Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1998 1997
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net realized and unrealized appreciation
in fair value of investments $ 1,719,474 $ 1,678,951
Interest and dividend income 1,407,110 2,135,961
Contributions:
Participants 3,544,319 2,169,261
Employer 729,300 845,690
Employer profit sharing 1,937,875 307,390
------------ ------------
Total additions 9,338,078 7,137,253
Deductions from net assets attributed to:
Benefits paid to participants 7,218,385 12,213,675
Administrative expenses 87,928 154,361
------------ ------------
Total deductions 7,306,313 12,368,036
------------ ------------
Net increase (decrease) 2,031,765 (5,230,783)
Net assets available for benefits
at beginning of year 29,385,184 34,615,967
------------ ------------
Net assets available for benefits
at end of year $ 31,416,949 $ 29,385,184
============ ============
</TABLE>
See accompanying notes.
3
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements
December 31, 1998
1. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Whittaker Corporation Partnership
Plan (the "Plan") are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Valuation of Investments
Investments in securities are stated at fair value. The investments in Whittaker
Corporation and BioWhittaker, Inc. common stock are stated at fair value based
on closing sales prices on the last business day of the year. Investments in
mutual funds are based upon redemption value on the last business day of the
year as determined by the investment manager. The mutual fund investment
portfolios may include transactions with off-balance sheet risks. However, the
Plan's exposure to risk is limited to the amount of its investment in the mutual
fund.
Statement of Position 94-4, "Reporting of Investment Contracts Held by Health
and Welfare Benefit Plans and Defined Contribution Pension Plans" (SOP 94-4),
requires that the Plan change its method of valuing deposits with insurance
companies from contract value to fair value effective January 1, 1996. Contract
value represents contributions made under the contract plus interest at the
contract rate, less periodic distributions. Deposits with insurance companies
are stated at contract value, which approximates fair value.
Investments in Schwab Retirement Money Fund and Schwab Institutional Advantage
Money Fund, which are short-term investment funds, are carried at cost which
approximates fair value.
4
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
1. Significant Accounting Policies (continued)
Payment of Benefits
Benefits are recorded when paid.
2. Description of the Plan
The Plan is a defined contribution plan to which eligible employees of Whittaker
Corporation (the Company) may voluntarily elect to contribute stated percentages
of their compensation (as defined). Effective July 1, 1996, the Plan was amended
to change the date of eligibility to commence with employment. Effective January
1, 1998, the Plan was amended to change the date of eligibility to commence with
the first day of the month following employment. Participants should refer to
the Summary Plan Description and Plan document for more complete information.
Contributions
Participants may voluntarily contribute through salary deferrals up to 12% of
aggregate compensation received during all periods of participation. Salary
deferral contributions were limited to $10,000 and $9,500 per calendar year in
1998 and 1997, respectively, subject to adjustment pursuant to the Internal
Revenue Code.
The Company matches each participant's salary deferral contribution with an
employer contribution. The Company's contribution ranges from 0.75% to 3.0% of a
participant's aggregate compensation and the amount of such match depends upon
the participant's salary deferral. The maximum Company contribution of 3.0% is
made to those participants who elect to defer 6% or more of their aggregate
compensation. The Company's matching contributions are invested primarily in the
Whittaker Common Stock Fund.
In addition to matching contributions, the Company, at the discretion of the
board of directors, may contribute on behalf of the participants, amounts based
on the attainment of certain pre-established goals for the Company, subject to
certain limitations. At December 31, 1998 and 1997, contributions receivable
includes the Company's profit sharing contributions of $1,937,875 and $307,390,
respectively.
5
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Investment Options
Effective July 1, 1998, KPMG Peat Marwick LLP (recordkeeper) and Charles Schwab
Trust Company (trustee) were replaced with Scudder Trust Company as trustee and
recordkeeper. Participant account balances as of July 1, 1998, were transferred
into investment options similar to existing options. The individual accounts of
each participant are held and invested by the trustee in one or more of the
following funds, in accordance with the available investment options selected by
the participant. Investment options available prior to July 1, 1998, were as
follows:
Stable Value Asset Fund -- An unsegregated fund invested in guaranteed-
income contracts issued by various insurance companies, Dreyfus-Certus
Stable Value Fund, and high quality money market instruments. The fund may
also invest in U.S. government and U.S. government agency securities.
During 1997, except for the group annuity contract with Aurora National
Life Assurance, the investment in the group annuity contracts was withdrawn
and invested in Dreyfus-Certus Stable Value Fund. Early withdrawals are
permitted under certain of these contracts but are subject to adjustments,
the most restrictive of which is a forfeiture of interest on amounts
withdrawn and that any withdrawals will reduce the next scheduled
installment. There are no reserves against these contracts for credit risk
of the contract issuer or otherwise. The average yields and crediting
interest rates ranged from approximately 5.61% to 5.22% during 1998 and
1997.
At December 31, 1997, the Stable Value Asset Fund held an investment of
$486,606 in a group annuity contract with Aurora National Life Assurance
Company (ANLAC). In April 1991, Executive Life Insurance Company (ELIC),
which was the original issuer of the contract, was placed in a court-
supervised conservatorship by the California State Insurance Commissioner.
The ELIC contract, which was scheduled to mature January 9, 1993, went into
default on that date. A realized loss of $135,896 was recognized during
1993 to reflect the contract at its restructured contract value of
$488,896. During 1993, the contract was transferred to ANLAC by reinsurance
and assumption after being restructured, pursuant to the order of the
California Superior Court. The contract matured in 1998 and the funds were
transferred into the Scudder Stable Value Fund.
6
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Investment Options (continued)
Fidelity Intermediate Bond Fund -- Invested in Fidelity Intermediate Bond
Fund, a mutual fund which invests in high-quality corporate obligations,
U.S. government securities, obligations of major U.S. banks, prime
commercial paper, and other similar instruments.
T. Rowe Price Balanced Fund -- Invested in T. Rowe Price Balanced Fund, a
mutual fund which invests approximately 60% of its assets in common stocks
and at least 25% of its assets in senior fixed income securities. The fund
may invest up to 15% of its assets in foreign securities, and up to 20% of
its assets in mortgage-backed securities. The fund may also invest up to
10% of its assets in debt securities rated below investment grade.
Twentieth Century Growth Fund -- Invested in Twentieth Century Growth Fund
(formerly Twentieth Century Investors, Inc. Growth Investors), a mutual
fund which invests in equity securities of large established companies
having positive trends in both earnings and revenues, and a high degree of
liquidity. Up to 10% of fund assets may be held in cash.
BioWhittaker, Inc. Common Stock Fund -- An unsegregated fund invested in
BioWhittaker, Inc. Common Stock. This fund was established in December 1991
as a result of Whittaker Corporation's spin-off of BioWhittaker, Inc. and a
resulting distribution of BioWhittaker, Inc. Common Stock to the Plan. No
future contributions or transfers can be directed to this fund. During
1997, the investment in BioWhittaker, Inc. Common Stock was sold and
proceeds from the sale were transferred into the Stable Value Asset Fund.
Plan participants may redirect their balances to one of the available
investment options.
7
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Investment Options (continued)
Investment options available both prior to and after July 1, 1998, were as
follows:
Whittaker Common Stock Fund -- An unsegregated fund which may only invest
in Common Stock of the Company and securities convertible into Common Stock
of the Company, or warrants or other rights to purchase Common Stock of the
Company received as a result of holdings of such Common Stock. During 1992,
the Whittaker Common Stock Fund received certain amounts representing its
share of the proceeds from a class action legal settlement. Allocation of
these assets (approximately $609,237 at December 31, 1998) among current
and former participants should be completed in 1999. At December 31, 1998,
the funds related to the legal settlement are invested in the Scudder
Stable Value Fund and are disclosed as investments held in the Whittaker
Corporation Common Stock Fund.
Templeton Foreign Fund (formerly the International Equity Fund) -- Invested
in Templeton Foreign Fund series of Templeton Funds, Inc., a mutual fund
which invests primarily in stocks and debt securities of companies outside
of the U.S. It maintains a flexible investment policy and can invest in a
broad variety of different types of securities and in any foreign country,
developed or undeveloped. The fund may invest up to 5% of its assets in
medium-quality or high-risk lower-quality debt securities.
Scudder Growth and Income Fund (formerly the Value Fund) -- Invested in
Scudder Growth and Income Fund, a mutual fund which invests primarily in
stocks that are undervalued relative to the overall stock market. Dividend
yield is one of the primary valuation characteristics utilized in stock
selection.
Participant Loan Fund -- Plan participants may borrow the lesser of $50,000
or one half of the participants' vested value in certain accounts. Amounts
borrowed must be repaid within five years, unless the loan is used for the
purchase of a primary residence, which requires repayment within 15 years.
Interest is charged at the trustee's prime rate at the date of loan
approval.
8
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Investment Options (continued)
Effective July 1, 1998, the following additional investment options were
available:
AARP Balanced Stock and Bond Fund -- The fund generally invests 70% in
common stocks of companies that offer the potential for above-average
growth of earnings, cash flow, or assets relative to the overall market.
The remaining percentage is in investment-grade bonds and other fixed-
income investments. The fund's bond side includes a broad range of
corporate bonds and notes and preferred convertible securities. The fund
may also purchase U.S. government securities.
Scudder Value Fund -- The fund invests primarily in stocks of medium to
large U.S. companies that the fund's adviser considers to be "undervalued"
priced lower than their current and estimated earnings and dividends would
seem to merit. Through this strategy, Scudder Value Fund pursues above-
average growth.
Scudder Income Fund -- Scudder Income Fund seeks high current income by
investing primarily in high-grade corporate bonds and government
securities.
Scudder Stable Value Fund -- This fund invests in high-quality instruments,
including guaranteed investment contracts, bank investment contracts, money
market instruments, and synthetic contracts. These synthetic contracts are
composed of triple-A-rated securities and high-quality bond portfolios
"wrapped" by insurance companies or banks rated AA or higher by Standard &
Poor's or Moody's. Additionally, the fund is structured to be responsive to
current interest rates and provide competitive returns in all interest rate
environments.
Vesting
Amounts (other than profit sharing contributions) allocated to a participant's
account are fully vested. Amounts allocated to a participant's profit sharing
account become vested at 20% per year of eligibility service, beginning with the
third year of service, and are fully vested with seven or more years of service.
Participants who terminate employment with the Company forfeit their unvested
account balance. All amounts forfeited are used to reduce the Company's
discretionary profit sharing contributions.
9
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Distributions
Distributions are payable to participants or their beneficiaries in a lump-sum
amount equal to their vested account balances upon retirement, disability, death
or termination of employment. At December 31, 1998 and 1997, approximately
$105,323 and $1,748,000, respectively, of distributions were payable to
terminated, retired, or withdrawing employees.
Termination Provisions
The Company has the right to discontinue its contributions at any time and to
terminate the Plan. In the event of such termination, participants will receive
a distribution equal to the vested value of their individual accounts.
3. Partial Plan Termination
During 1997, the Company experienced the involuntary termination of employees
due to the sale of its defense electronics business, the closure of facilities,
and a general downsizing of its workforce. This reduction in the number of
Company employees continued through 1998 and resulted in a partial plan
termination. As a result of this partial plan termination, contributions to
certain employees' profit sharing accounts which otherwise would not have been
fully vested at December 31, 1997 and 1998, became fully vested.
10
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. Investments
The Plan's investments are held by Scudder Trust Company and Charles Schwab
Trust Company at December 31, 1998 and 1997, respectively. During 1998 and 1997,
the Plan's investments (including investments bought, sold, as well as held
during the year) appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
-------------- -----------
<S> <C> <C>
Year ended December 31, 1998:
Whittaker Corporation Common Stock $1,009,800 $ 5,294,261
Fidelity Intermediate Bond Fund 3,357 --
T. Rowe Price Balanced Fund 340,922 --
Twentieth Century Growth Fund 953,809 --
Templeton Foreign Fund (178,628) 1,875,909
Scudder Growth and Income Fund 206,958 3,544,184
AARP Balanced Stock and Bond Fund (322,394) 3,774,287
Scudder Value Fund (270,386) 4,994,695
Scudder Income Fund (23,964) 1,094,365
Scudder Stable Value Fund -- 7,315,086
Participant loans -- 1,549,126
---------- -----------
$1,719,474 $29,441,913
========== ===========
</TABLE>
11
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. Investments (continued)
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
-------------- -----------
<S> <C> <C>
Year ended December 31, 1997:
Schwab Retirement Money Fund $ -- $ 603,923
Schwab Institutional Advantage Money Fund -- 3,086,576
Whittaker Corporation Common Stock (177,629) 3,133,053
Dreyfus-Certus Stable Value Fund -- 4,288,491
Amounts held by insurance companies in group
annuity contracts -- 486,606
Fidelity Intermediate Bond Fund 6,347 1,052,407
T. Rowe Price Balanced Fund 687,973 4,063,700
Twentieth Century Growth Fund 622,640 4,313,143
Templeton Foreign Fund (65,359) 2,510,260
Scudder Growth and Income Fund 359,678 2,608,193
BioWhittaker, Inc. Common Stock 245,301 --
Participant loans -- 1,947,296
---------- -----------
$1,678,951 $28,093,648
========== ===========
</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
December 31
1998 1997
---------- ------------
<S> <C> <C>
Schwab Institutional Advantage Money Fund $ -- $3,086,576
Whittaker Corporation Common Stock 5,294,261 3,133,053
Dreyfus-Certus Stable Value Fund -- 4,288,491
T. Rowe Price Balanced Fund -- 4,063,700
Twentieth Century Growth Fund -- 4,313,143
Templeton Foreign Fund 1,875,909 2,510,260
Scudder Growth and Income Fund 3,544,184 2,608,193
AARP Balanced Stock and Bond Fund 3,774,287 --
Scudder Value Fund 4,994,695 --
Scudder Stable Value Fund 7,315,086 --
Participant loans -- 1,947,296
</TABLE>
12
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
5. Investment Funds
The net assets available for benefits as of December 31, 1998 and 1997, for each
investment fund are as follows:
<TABLE>
<CAPTION>
Fidelity T. Rowe Twentieth
Whittaker Stable Intermediate Price Century
Common Value Asset Bond Balanced Growth
1998 Stock Fund Fund Fund Fund Fund
- -------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investments $ 5,903,498 $ -- $ -- $ -- $ --
Contributions receivable 194,560 -- -- -- --
-------------------------------------------------------------------------
Net assets available for
benefits $ 6,098,058 $ -- $ -- $ -- $ --
=========================================================================
<CAPTION>
Fidelity T. Rowe Twentieth
Whittaker Stable Intermediate Price Century
Common Value Asset Bond Balanced Growth
1997 Stock Fund Fund Fund Fund Fund
- -------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Cash $ 38,390 $ 17,188 $ 73,713 $ 272,264 $ 252,958
Investments 3,756,586 7,821,097 1,054,164 4,070,191 4,319,174
Contributions receivable 54,192 163,462 20,192 53,278 52,309
Other 2,302 11,016 1,690 3,835 --
--------------------------------------------------------------------------
Total assets 3,851,470 8,012,763 1,149,759 4,399,568 4,624,441
Liabilities
Accrued expenses 5,367 16,215 4,836 8,610 1,840
Other
25,993 -- -- -- --
--------------------------------------------------------------------------
Total liabilities 31,360 16,215 4,836 8,610 1,840
--------------------------------------------------------------------------
Net assets available for
benefits $3,820,110 $7,996,548 $1,144,923 $4,390,958 $4,622,601
==========================================================================
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Scudder AARP
Templeton Growth and Balanced
Foreign Income Stock and Scudder
1998 Fund Fund Bond Fund Value Fund
- -------------------------- ---------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments $1,875,909 $3,544,184 $3,774,287 $4,994,695
Contributions receivable 154,241 524,913 294,898 382,157
---------------------------------------------------------
Net assets available for
benefits $2,030,150 $4,069,097 $4,069,185 $5,376,852
=========================================================
<CAPTION>
Scudder Scudder Participant
Income Stable Loan
1998 Fund Value Fund Fund Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments $1,094,365 $6,705,849 $1,549,126 $29,441,913
Contributions receivable 106,263 318,004 - 1,975,036
-----------------------------------------------------
Net assets available for
benefits $1,200,628 $7,023,853 $1,549,126 $31,416,949
=====================================================
<CAPTION>
Scudder AARP
Templeton Growth and Balanced
Foreign Income Stock and Scudder
1997 Fund Fund Bond Fund Value Fund
- -------------------------- ---------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Cash $ 174,553 $ 105,959 $ - $ -
Investments 2,514,421 2,610,719 - -
Contributions receivable 47,082 16,074 - -
Other 3,458 3,478 - -
---------------------------------------------------------
Total assets 2,739,514 2,736,230 - -
Liabilities
Accrued expenses 5,669 7,327 - -
Other - - - -
---------------------------------------------------------
Total liabilities 5,669 7,327 - -
---------------------------------------------------------
Net assets available for
benefits $2,733,845 $2,728,903 $ - $ -
=========================================================
<CAPTION>
Scudder Scudder Participant
Income Stable Loan
1997 Fund Value Fund Fund Total
- -------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ 935,025
Investments - - 1,947,296 28,093,648
Contributions receivable - - - 406,589
Other - - - 25,779
------------------------------------------------------
Total assets - - 1,947,296 29,461,041
Liabilities
Accrued expenses - - - 49,864
Other - - - 25,993
-----------------------------------------------------
Total liabilities - - - 75,857
-----------------------------------------------------
Net assets available for
benefits $ - $ - $1,947,296 $29,385,184
=====================================================
</TABLE>
14
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
5. Investment Funds (continued)
For the years ended December 31, 1998 and 1997, the changes in net assets
available for benefits of each investment fund are as follows:
<TABLE>
<CAPTION>
Fidelity T. Rowe
Whittaker Stable Intermediate Price
Common Value Asset Bond Balanced
1998 Stock Fund Fund Fund Fund
--------------------------------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $1,009,800 $ - $ 3,357 $ 340,922
Interest and dividends 36,299 332,740 43,346 63,090
---------------------------------------------------------------
1,046,099 332,740 46,703 404,012
Contributions:
Participants 161,194 539,754 128,577 364,397
Employer matching 639,078 - 1,039 5,641
Employer profit sharing 185,147 - - -
---------------------------------------------------------------
985,419 539,754 129,616 370,038
---------------------------------------------------------------
Total additions 2,031,518 872,494 176,319 774,050
Deductions from net assets attributed to:
Benefits paid to participants 1,024,845 1,287,530 193,220 1,248,275
Administrative expenses 14,892 25,553 5,659 9,969
---------------------------------------------------------------
Total deductions 1,039,737 1,313,083 198,879 1,258,244
---------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 991,781 (440,589) (22,560) (484,194)
Interfund transfers, net 1,286,167 (7,555,959) (1,122,363) (3,906,764)
---------------------------------------------------------------
Net increase (decrease) 2,277,948 (7,996,548) (1,144,923) (4,390,958)
Net assets available for benefits
at beginning of year 3,820,110 7,996,548 1,144,923 4,390,958
---------------------------------------------------------------
Net assets available for benefits
at end of year $6,098,058 $ - $ - $ -
===============================================================
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Twentieth AARP
Century Templeton Scudder Balanced
Growth Foreign Growth and Stock and
1998 Fund Fund Income Fund Bond Fund
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 953,809 $ (178,628) $ 206,958 $ (322,394)
Interest and dividends - - 52,799 265,836
-----------------------------------------------------
953,809 (178,628) 259,757 (56,558)
Contributions:
Participants 504,730 427,234 772,681 193,990
Employer matching 10,750 6,032 28,114 13,285
Employer profit sharing - 152,343 516,117 290,322
-----------------------------------------------------
515,480 585,609 1,316,912 497,597
-----------------------------------------------------
Total additions 1,469,289 406,981 1,576,669 441,039
Deductions from net assets attributed to:
Benefits paid to participants 1,028,075 623,076 817,961 53,532
Administrative expenses 19,427 5,938 6,490 -
------------------------------------------------------
Total deductions 1,047,502 629,014 824,451 53,532
-----------------------------------------------------
Net increase (decrease) prior to
interfund transfers 421,787 (222,033) 752,218 387,507
Interfund transfers, net (5,044,388) (481,662) 587,976 3,681,678
-----------------------------------------------------
Net increase (decrease) (4,622,601) (703,695) 1,340,194 4,069,185
Net assets available for benefits
at beginning of year 4,622,601 2,733,845 2,728,903 -
-----------------------------------------------------
Net assets available for benefits
at end of year $ - $2,030,150 $4,069,097 $4,069,185
=====================================================
<CAPTION>
Scudder Scudder Scudder Participant
Value Income Stable Value Loan
1998 Fund Fund Fund Fund Total
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ (270,386) $ (23,964) $ - $ - $ 1,719,474
219,167 52,034 223,516 118,283 1,407,110
Interest and dividends --------------------------------------------------------------------------
(51,219) 28,070 223,516 118,283 3,126,584
Contributions:
Participants 236,290 68,187 147,285 - 3,544,319
Employer matching 13,288 4,620 7,453 - 729,300
Employer profit sharing 375,184 104,377 314,385 - 1,937,875
--------------------------------------------------------------------------
624,762 177,184 469,123 - 6,211,494
--------------------------------------------------------------------------
Total additions 573,543 205,254 692,639 118,283 9,338,078
Deductions from net assets attributed to:
Benefits paid to participants 286,000 51,767 604,104 - 7,218,385
Administrative expenses - - - - 87,928
--------------------------------------------------------------------------
Total deductions 286,000 51,767 604,104 - 7,306,313
--------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 287,543 153,487 88,535 118,283 2,031,765
Interfund transfers, net 5,089,309 1,047,141 6,935,318 (516,453) -
--------------------------------------------------------------------------
Net increase (decrease) 5,376,852 1,200,628 7,023,853 (398,170) 2,031,765
Net assets available for benefits
at beginning of year - - - 1,947,296 29,385,184
--------------------------------------------------------------------------
Net assets available for benefits
at beginning of year $5,376,852 $1,200,628 $7,023,853 $1,549,126 $31,416,949
==========================================================================
</TABLE>
16
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Fidelity T. Rowe
Whittaker Stable Intermediate Price
Common Value Asset Bond Balanced
1997 Stock Fund Fund Fund Fund
--------------------------------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ (177,629) $ - $ 6,347 $ 687,973
Interest and dividends 28,865 428,071 85,369 190,538
-------------------------------------------------------------
(148,764) 428,071 91,716 878,511
Contributions:
Participants 140,913 532,250 132,559 385,243
Employer matching 659,042 78,812 8,979 29,157
Employer profit sharing 22,278 138,340 15,499 40,658
-------------------------------------------------------------
822,233 749,402 157,037 455,058
Loan repayments 66,289 259,734 124,163 225,471
-------------------------------------------------------------
Total additions 739,758 1,437,207 372,916 1,559,040
Deductions from net assets attributed to:
Benefits paid to participants 1,306,531 2,574,498 794,400 2,981,247
Administrative expenses 17,459 56,331 8,272 22,990
Loans issued 10,258 312,387 40,730 162,509
-------------------------------------------------------------
Total deductions 1,334,248 2,943,216 843,402 3,166,746
-------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers (594,490) (1,506,009) (470,486) (1,607,706)
Interfund transfers, net (214,743) 422,566 (88,480) (66,549)
-------------------------------------------------------------
Net increase (decrease) (809,233) (1,083,443) (558,966) (1,674,255)
Net assets available for benefits
at beginning of year 4,629,343 9,079,991 1,703,889 6,065,213
-------------------------------------------------------------
Net assets available for benefits
at end of year $3,820,110 $ 7,996,548 $ 1,144,923 $ 4,390,958
=============================================================
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Twentieth Scudder
Century Templeton Growth and BioWhittaker Participant
Growth Foreign Income Common Loan
Fund Fund Fund Stock Fund Fund Total
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 622,640 $ (65,359) $ 359,678 $ 245,301 $ -- $ 1,678,951
658,503 353,616 253,418 10,464 127,117 2,135,961
- -----------------------------------------------------------------------------------------------------
1,281,143 288,257 613,096 255,765 127,117 3,814,912
405,797 331,143 241,356 -- -- 2,169,261
27,600 25,538 16,562 -- -- 845,690
40,145 36,920 13,550 307,390
- -----------------------------------------------------------------------------------------------------
473,542 393,601 271,468 -- -- 3,322,341
223,033 79,552 66,515 -- (1,044,757) --
- -----------------------------------------------------------------------------------------------------
1,977,718 761,410 951,079 255,765 (917,640) 7,137,253
2,133,999 1,407,585 955,712 59,703 -- 12,213,675
11,917 16,372 17,202 3,818 -- 154,361
140,750 119,416 40,190 -- (826,240) --
- -----------------------------------------------------------------------------------------------------
2,286,666 1,543,373 1,013,104 63,521 (826,240) 12,368,036
- -----------------------------------------------------------------------------------------------------
(308,948) (781,963) (62,025) 192,244 (91,400) (5,230,783)
(232,959) (479,474) 1,492,222 (832,583) -- --
- -----------------------------------------------------------------------------------------------------
(541,907) (1,261,437) 1,430,197 (640,339) (91,400) (5,230,783)
5,164,508 3,995,282 1,298,706 640,339 2,038,696 34,615,967
- -----------------------------------------------------------------------------------------------------
$4,622,601 $ 2,733,845 $2,728,903 $ -- $ 1,947,296 $ 29,385,184
=====================================================================================================
</TABLE>
18
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated June 12, 1995, stating that the Plan is qualified, if form, under Section
401(a) of the Internal Revenue Code (the "Code") and, therefore, the related
trust is exempt from taxation. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
7. Year 2000 Issue (Unaudited)
The following has not been audited by independent auditors. The recordkeeping
and trustee functions of the Plan are performed by a third-party service
provider. In addition, the Company's payroll function which supplies data in
support of these functions is also performed by a third-party service provider.
These service providers have been actively addressing the impact of the Year
2000 Issue on their ability to continue to provide their services to the Company
and are implementing any corrective actions necessary to insure that their
systems will function properly with respect to dates in the Year 2000 and
thereafter. The Company does not believe, based on indications from these third-
party service providers, that the Year 2000 Issue will pose significant
operational or recordkeeping problems for the Plan.
8. Subsequent Events
On June 9, 1999, the Company entered into a definitive merger agreement pursuant
to which it will be acquired by Meggitt PLC ("Meggitt"). The merger agreement
has been approved by the board of directors of the Company and Meggitt.
Pursuant to this agreement, Meggitt will commence a cash tender offer for all
outstanding shares of Whittaker common stock at a price of $28 per share. Upon
consummation of the tender offer, any remaining shares of Whittaker will be
acquired in a cash merger at the same price. The value of the transaction,
including the refinancing of Whittaker's debt, is approximately $380 million.
The tender offer is subject to various conditions including the tender of a
majority of the outstanding shares of common stock on a fully diluted basis,
expiration of review periods under the Hart-Scott-Rodino Antitrust Improvements
Act and the Exon-Florio Amendment and approval of Meggitt's shareholders. The
transaction is not conditioned on financing.
19
<PAGE>
Whittaker Corporation Partnership Plan
Item 27a -- Schedule of Assets Held for Investment Purposes
EIN: 95-4033076 Plan: 003
December 31, 1998
<TABLE>
<CAPTION>
Description of
Investment,
Including
Maturity Date,
Rate of Interest,
Identity of Issuer, Borrower, Lessor Collateral, Par, Current
or Similar Party or Maturity Value Cost Value
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Whittaker Corporation* Common Stock 319,539 $4,194,549 $5,294,261
shares
Templeton Foreign Fund 223,589 units 2,204,903 1,875,909
Scudder* Growth and Income Fund 134,709 units 3,838,868 3,544,184
AARP Balanced Stock and Bond Fund 188,903 units 4,078,045 3,774,287
Scudder* Value Fund 210,747 units 5,207,899 4,994,695
Scudder* Income Fund 82,656 units 1,117,338 1,094,365
Scudder* Stable Value Fund 7,315,086 units 7,315,086 7,315,086
Participant Loans* $1,549,126 1,549,126
-----------
Total assets held for investment purposes $29,441,913
===========
</TABLE>
*Indicates a party-in-interest to the Plan.
20
<PAGE>
Whittaker Corporation Partnership Plan
Item 27d -- Schedule of Reportable Transactions
EIN: 95-4033076 Plan: 003
Year ended December 31, 1998
<TABLE>
<CAPTION>
Purchase
Identity of Party Involved Description of Asset Price
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Category (i) -- Individual transaction in excess of 5% of Plan assets.
The Charles Schwab Family of Funds* Schwab Institutional Advantage $ 3,337,691
Money Fund --
The Dreyfus Trust Company Dreyfus-Certus Stable Value Fund --
American Century Twentieth Century Growth Fund --
T. Rowe Price Investment Services, Inc. T. Rowe Price Balanced Fund --
Scudder Investment Trust* Scudder Stable Value Fund 6,340,643
Scudder Investment Trust* AARP Balanced Stock and Bond Fund 3,782,696
Scudder Investment Trust* Scudder Growth and Income Fund 3,649,777
Scudder Investment Trust* Scudder Value Fund 4,702,871
Templeton Funds, Inc. Templeton Foreign Fund 2,126,756
</TABLE>
*Indicates a party-in-interest to the Plan.
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1998.
21
<PAGE>
<TABLE>
<CAPTION>
Current Value
Selling Cost of of Asset on Net
Price Expenses Asset Transaction Date Gain
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ -- $ -- $ 3,337,691 $ 3,337,691 $ --
5,336,302 -- 5,336,302 5,336,302 --
3,356,591 -- 3,356,591 3,356,591 --
4,702,729 -- 3,566,303 4,702,729 1,136,426
3,782,614 -- 2,827,786 3,782,614 954,828
-- -- 6,340,643 6,340,643 --
-- -- 3,782,696 3,782,696 --
-- -- 3,649,777 3,649,777 --
-- -- 4,702,871 4,702,871 --
-- -- 2,126,756 2,126,756 --
</TABLE>
22
<PAGE>
Whittaker Corporation Partnership Plan
Item 27d -- Schedule of Reportable Transactions (continued)
EIN: 95-4033076 Plan: 003
Year ended December 31, 1998
<TABLE>
<CAPTION>
Purchase
Identity of Party Involved Description of Asset Price
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Category (iii) -- Series of securities transactions in excess of 5% of Plan assets.
The Charles Schwab Family of Funds* Schwab Institutional Advantage $4,603,351
Money Fund --
Scudder Investment Trust* Scudder Value Fund 5,790,713
--
American Century Twentieth Century Growth Fund 614,468
--
Scudder Investment Trust* Scudder Growth and Income Fund 5,125,149
--
Scudder Investment Trust* AARP Balanced Stock and Bond Fund 4,320,925
--
Templeton Funds, Inc. Templeton Foreign Fund 2,544,046
--
Scudder Investment Trust* Scudder Stable Value Fund 8,388,525
--
T. Rowe Price Investment Services, Inc. T. Rowe Price Balanced Fund 516,425
--
The Dreyfus Trust Company Dreyfus-Certus Stable Value Fund 962,201
--
</TABLE>
*Indicates a party-in-interest to the Plan.
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1998.
23
<PAGE>
<TABLE>
<CAPTION>
Current Value
Selling Cost of of Asset on Net Gain
Price Asset Transaction Date (Loss)
- ------------------------------------------------------------------
<S> <C> <C> <C>
$ - $4,603,351 $4,603,351 $ -
7,690,442 7,690,442 7,690,442 -
- 5,790,713 5,790,713 -
525,633 582,751 525,633 (57,118)
- 614,468 614,468 -
5,938,798 4,984,419 5,938,798 954,379
- 5,125,149 5,125,149 -
1,659,694 1,561,461 1,659,654 98,193
- 4,320,925 4,320,925 -
224,243 242,864 224,243 (18,621)
- 2,544,046 2,544,046 -
994,927 901,144 994,927 93,783
- 8,388,525 8,388,525 -
1,692,024 1,692,024 1,692,024 -
- 516,425 516,425 -
4,949,082 4,608,161 4,949,082 340,921
- 962,201 962,201 -
5,251,691 5,251,691 5,251,691 -
</TABLE>
24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Whittaker Corporation Partnership Plan
Date: June 28, 1999 By: /s/ Lynne M. O. Brickner
-----------------------------------------
Lynne M. O. Brickner
Vice President, Secretary and General Counsel
<PAGE>
EXHIBIT INDEX
-------------
Sequentially
Exhibit No. Description Numbered Page
- -------------- ----------- -------------
23.1 Independent Auditor's Consent
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment Number
2-B to Registration Statement Number 33-04320 on Form S-8 to Form S-4 dated June
1, 1987, and Registration Statement Number 33-35763 on Form S-8 dated July 6,
1990, pertaining to the Whittaker Corporation Partnership Plan (formerly known
as the Whittaker Corporation Savings and Stock Investment Plan) of our report
dated June 22, 1999, with respect to the financial statements and schedules of
the Whittaker Corporation Partnership Plan included in this Annual Report (Form
11-K) for the year ended December 31, 1998.
Ernst & Young LLP
Los Angeles, California
June 28, 1999
