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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)
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. 3 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
On July 12, 1999, Parent was notified by the FTC that it had
completed its review of the Merger under the HSR Act and that there would not be
a request for additional information. In addition on July 12, 1999, Parent was
notified by the Committee on Foreign Investment in the United States that the
review process relating to the Merger under the Exon-Florio provisions of the US
Defense Production Act had been completed.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of Press Release of Parent dated July 13, 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 13, 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)(10) Text of Press Release of Parent dated July 13, 1999
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Exhibit (a)(10)
REGULATORY APPROVALS FOR PROPOSED ACQUISITION OF WHITTAKER
New York, July 13, 1999 - Meggitt PLC (LSE: MGGT) has been
notified that the US Federal Trade Commission has completed its review under the
Hart-Scott-Rodino Act of Meggitt's acquisition of Whittaker Corporation (NYSE:
WKR) and that there will not be a request for additional information.
Meggitt PLC has also been notified by the Committee on Foreign
Investment in the United States that the review process under the Exon-Florio
provisions of the US Defense Production Act has been completed.
Following the successful completion of the above, the
remaining conditions to the tender offer include the tender of shares
representing a majority of Whittaker Corporation's common stock on a fully
diluted basis. The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Tuesday, July 13, 1999.
