<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WHITTAKER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF WHITTAKER]
Whittaker Corporation . 1955 N. Surveyor Avenue . Simi Valley . California
93063
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 26, 1999
The Annual Meeting of Stockholders of Whittaker Corporation will be held at
the Radisson Simi Valley Hotel, 999 Enchanted Way, Simi Valley, California on
Friday, March 26, 1999, at 10:00 A.M., for the following purposes:
1) To elect Joseph F. Alibrandi and Ronald B. Woodard as directors to
serve for a term of three years;
2) To consider and act upon a proposal to ratify the appointment of Ernst
& Young LLP as the Company's independent auditor for the fiscal year ending
October 31, 1999; and
3) To consider and act upon such other business as properly may come
before the meeting.
The Board of Directors has fixed the close of business on January 31, 1999
as the record date for the purpose of determining stockholders entitled to
notice of, and to vote at, said meeting.
All stockholders are cordially invited to attend the meeting in person. TO
INSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL
YOUR PROXY IN THE RETURN ENVELOPE PROVIDED. This will not prevent you from
voting in person, should you so desire, but will help to secure a quorum and
will avoid added solicitation costs.
By Order of the Board of Directors
/s/ Lynne M.O. Brickner
----------------------------------
Secretary
Simi Valley, California
February 26, 1999
<PAGE>
[LOGO OF WHITTAKER]
Whittaker Corporation . 1955 N. Surveyor Avenue . Simi Valley . California
93063
PROXY STATEMENT
Annual Meeting of Stockholders, March 26, 1999
SOLICITATION OF PROXIES AND VOTING
The accompanying proxy is solicited on behalf of the Board of Directors of
Whittaker Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held on March 26, 1999, and at any and all adjournments
thereof. It is anticipated that such proxy, together with this Proxy
Statement, will be first transmitted to the Company's stockholders on or about
February 26, 1999.
All shares represented by each properly executed, unrevoked proxy received
in time for the meeting will be voted as specified therein, and if no
specification is made, the shares will be voted in accordance with the
recommendations of the Board of Directors. Any proxy given may be revoked at
any time prior to its exercise by filing with the Secretary of the Company an
instrument revoking it or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
Provided that a quorum is present, the affirmative vote of not less than a
majority of the total voting power of the Company's Common Stock, present in
person or by proxy at the meeting and entitled to vote on the subject matter,
is required for approval of each of the matters submitted for stockholder
approval in the accompanying proxy.
Votes cast in person or by proxy at the meeting will be tabulated by the
inspector of elections appointed for the meeting. In accordance with Delaware
law, abstentions and "broker non-votes" (i.e. proxies from brokers or nominees
indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares as to a matter with
respect to which the brokers or nominees do not have discretionary power to
vote) will be treated as present for purposes of determining the presence of a
quorum. For purposes of determining approval of a matter presented at the
meeting, abstentions will be deemed present and entitled to vote and will,
therefore, have the same legal effect as a vote "against" a matter presented
at the meeting. Broker non-votes will be deemed not entitled to vote on the
subject matter as to which the non-vote is indicated and will, therefore, have
no legal effect on the vote on that particular matter.
In addition to use of the mails, proxies may be solicited, in person and by
telephone, by regular employees of the Company, who will not receive any
additional compensation for such solicitation. The Company has also engaged
Georgeson & Company Inc. to assist in the solicitation of proxies. This firm
will be paid a fee of $4,500 and will be reimbursed for expenses incurred in
connection with such engagement. The cost of solicitation of proxies will be
borne by the Company.
February 26, 1999
<PAGE>
EQUITY SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record at the close of business on January 31, 1999 (the
"Record Date") will be entitled to vote at the Annual Meeting of Stockholders
to be held on March 26, 1999. As of the Record Date, there were outstanding
11,437,149 shares of Common Stock. Each share of Common Stock is entitled to
one vote on all matters expected to be presented at the Annual Meeting of
Stockholders. Cumulative voting will not be in effect.
Based on information available to it, the Company believes that the
following persons held beneficial ownership of more than 5% of the outstanding
shares of Common Stock as of the Record Date:
<TABLE>
<CAPTION>
Amount and
Nature Percent of
Name and Address of Ownership Class
---------------- ------------ ----------
<S> <C> <C>
Canyon Capital Advisors LLC 2,124,550(1) 18.58%
9665 Wilshire Boulevard
Suite 200
Beverly Hills, CA 90212
Blavin & Company, Inc. 969,376(2) 8.48%
29621 Northwestern Highway
Southfield, MI 48034
Dimensional Fund Advisors Inc. 808,700(3) 7.07%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Joseph F. Alibrandi 664,250(4) 5.77%
c/o Whittaker Corporation
1055 N. Surveyor Avenue
Simi Valley, CA 93063
Waveland Partners, L.P. 572,700(5) 5.01%
333 West Wacker Drive
Suite 1600
Chicago, IL 60606
</TABLE>
- --------
(1) The holder discloses that it holds sole voting power and sole dispositive
power as to the shares reported.
(2) The holder discloses that it holds sole voting power and sole dispositive
power as to the shares reported.
(3) The holder discloses that it holds sole voting power and sole dispositive
power as to the shares reported. The holder has advised the Company that
it disclaims beneficial ownership of such shares.
(4) Includes 67,667 shares issuable upon exercise of outstanding stock options
exercisable within 60 days of the Record Date. Such shares are added to
the shares of Common Stock actually outstanding as of the Record Date for
the purpose of computing the percentage of outstanding shares owned by Mr.
Alibrandi but not any other stockholder.
(5) The holder discloses that it and its affiliated entities have shared
voting power and shared dispositive power as to the shares reported.
2
<PAGE>
The following table sets forth, as of the Record Date except where another
date is indicated below, certain information with respect to the beneficial
ownership of the Company's equity securities for each of the Company's
directors, executive officers, and directors and executive officers as a
group.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name of Beneficial of Beneficial of
Title of Class Owner Ownership Class(1)
-------------- ----------------------- ------------------- --------
<S> <C> <C> <C>
Common Stock Directors
Joseph F. Alibrandi 664,250(2) 5.77%
George H. Benter, Jr. 14,146(3) (4)
George Deukmejian 9,346(5) (4)
Jack L. Hancock 13,146(6) (4)
Edward R. Muller 144,531(7) 1.26%
Gregory T. Parkos 19,146(8) (4)
Malcolm T. Stamper 11,146(9) (4)
Ronald B. Woodard -- (4)
Executive Officers
Joseph F. Alibrandi (set forth above)
Lynne M. O. Brickner 45,891(10) (4)
John K. Otto 103,488(11) (4)
Roland G. Patitz 46,780(12) (4)
John J. Stobie 45,988(13) (4)
All Directors and
Executive Officers
as a Group (12 persons) 1,117,858(14) 9.48%
Series D Participating
Convertible Preferred
Stock (15)
Joseph F. Alibrandi 577.18 100%
All Directors and
Executive Officers
as a Group (12 persons) 577.18 100%
</TABLE>
- --------
(1) The number of outstanding stock options exercisable within 60 days of the
Record Date held by any indicated person or group of persons are added to
the shares of Common Stock actually outstanding as of the Record Date for
the purpose of computing the percentage of outstanding shares owned by
such person or such group of persons but not any other stockholder.
(2) Includes 67,667 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date.
(3) Includes 13,146 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date.
(4) The number of shares shown as beneficially owned represents less than 1%
of the outstanding shares.
3
<PAGE>
(5) Includes 8,146 shares issuable upon exercise of outstanding stock options
exercisable within 60 days of the Record Date.
(6) Includes 11,146 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date.
(7) Includes 11,146 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date. Mr. Muller shares
voting power and investment power with respect to 133,385 shares of
Common Stock.
(8) Includes 9,146 shares issuable upon exercise of outstanding stock options
exercisable within 60 days of the Record Date.
(9) Represents 11,146 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date.
(10) Includes 45,001 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date. Also includes 890
shares allocated to Ms. Brickner's account under the Company's
Partnership Plan.
(11) Includes 97,580 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date. Also includes
2,908 shares allocated to Mr. Otto's account under the Company's
Partnership Plan.
(12) Includes 44,500 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date. Also includes
1,280 shares allocated to Mr. Patitz's account under the Company's
Partnership Plan.
(13) Includes 39,000 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of the Record Date. Also includes
6,988 shares allocated to Mr. Stobie's account under the Company's
Partnership Plan.
(14) Includes an aggregate of 357,624 shares issuable upon exercise of
outstanding stock options exercisable within 60 days of the Record Date.
Also includes an aggregate of 12,066 shares allocated to the accounts of
executive officers who participate in the Company's Partnership Plan.
Directors of the Company do not participate in such plan.
(15) Each share of Series D Preferred Stock, in connection with a qualifying
transfer, will be automatically converted into 326.531 shares of Common
Stock. A qualifying transfer occurs upon, among other things, any
transfer of Series D Preferred Stock to any third party who is not an
affiliate or employee of the Company (both before and immediately after
giving effect to such transfer) or pursuant to a transaction available to
all holders of Common Stock, including any tender or exchange offer to
purchase shares of Common Stock or open market transaction.
The Company has no reason to believe that the officers and directors of the
Company did not have sole voting power and sole investment power with respect
to the foregoing securities, except (i) with respect to shares of Common Stock
beneficially owned under the Company's Partnership Plan, pursuant to which the
trustee has the power to vote shares but seeks each participant's direction on
voting; and (ii) as to which beneficial ownership, voting power or investment
power is disclaimed or shared as described in the footnotes set forth above.
4
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors is a classified board presently consisting
of eight directors. Directors are divided into three classes, each consisting,
as nearly as possible, of one-third of the total number of directors. Class I,
Class II and Class III directors hold office for "staggered" terms which
expire, respectively, in 1999, 2000 and 2001, in each case until their
respective successors are elected at the annual meeting of stockholders to be
held in each such year. Persons elected as directors are elected for a term of
three years.
Shares represented by the enclosed proxy are intended to be voted, unless
authority is withheld, for the election of Joseph F. Alibrandi and Ronald B.
Woodard, who currently serve as Class I directors and who must therefore stand
for election at the Annual Meeting of Stockholders to be held on March 26,
1999. Malcolm T. Stamper, who also serves as a Class I director, is retiring
from the Board of Directors effective on March 26, 1999 and is therefore not
standing for election. To the best of the Company's knowledge,
Messrs. Alibrandi and Woodard are available to serve, and the other members of
the Board of Directors (except Mr. Stamper) named below who are not currently
standing for election continue to be available to serve.
Directors
<TABLE>
<CAPTION>
Class
Name and Recent Director of
Business Experience Age Since Director
------------------- --- -------- --------
<S> <C> <C> <C>
Joseph F. Alibrandi 70 1970 I
Mr. Alibrandi was elected Chairman of the Board in 1985
and was Chief Executive Officer from 1974 until Decem-
ber 31, 1994. From 1970 until his election as Chairman
of the Board of Whittaker, he served as President of
the Company. He was elected President again in 1991 and
served in such capacity until 1993. He became Chief Ex-
ecutive Officer and President of the Company again in
September 1996. From 1991 to 1997, he also was Chairman
of the Board of BioWhittaker, Inc. He was
BioWhittaker's Chief Executive Officer from 1991 to
1992.
George H. Benter, Jr. 57 1989 III
Since 1992, Mr. Benter has been President and Chief Op-
erating Officer of City National Bank. From 1991 until
1992, he was Vice Chairman and Chief Credit Officer of
Security Pacific Corporation (which merged in 1992 with
BankAmerica Corporation). From 1987 until 1991, he was
Vice Chairman of Security Pacific National Bank (which
merged in 1992 with Bank of America N.T.&S.A.), and
held numerous other positions with Security Pacific
prior to 1987. . +
George Deukmejian 70 1996 III
Since 1991, Mr. Deukmejian has been a partner of Sidley
& Austin, Los Angeles, California. From 1983 to 1991 he
served as the Governor of the State of California.*
Jack L. Hancock 68 1993 II
Mr. Hancock was an Executive Vice President of Pacific
Bell from 1987 until his retirement in 1993. From 1982
to 1987, he was with Wells Fargo Bank as an Executive
Vice President. He was Senior Vice President at Chemi-
cal Bank (now Chase Manhattan Bank, N.A.) from 1978 to
1982. He retired from the U.S. Army as a Major General
in 1978. . +
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Class
Name and Recent Director of
Business Experience Age Since Director
------------------- --- -------- --------
<S> <C> <C> <C> <C>
Edward R. Muller 46 1993 II
Since 1993, Mr. Muller has been President and Chief
Executive Officer of Edison Mission Energy. From
1992 until 1993, he was the Company's Chief Finan-
cial Officer. He served as the Company's Chief Ad-
ministrative Officer from 1988 until 1992. Mr.
Muller was appointed General Counsel and elected
Vice President and Secretary of the Company in
1985, and served in such capacities until 1993.
From 1991 until 1993, Mr. Muller was also Vice
President, General Counsel and Secretary of
BioWhittaker, Inc..*
Gregory T. Parkos 69 1984 III
Mr. Parkos joined the Company in 1979 and was
elected a Vice President in 1980. He was named an
Executive Vice President and elected to the Board
of Directors in 1984. He was President and Chief
Operating Officer of the Company from 1985 until
his retirement as an officer in 1991. Mr. Parkos
was elected Vice Chairman of the Company in May
1997.*
Malcolm T. Stamper 73 1993 I
Since 1990, Mr. Stamper has been Chairman of the
Board, Chief Executive Officer and Publisher of
Storytellers Ink Publishing Co. From 1985 until his
retirement in 1990, he was Vice Chairman of The
Boeing Company. He was Boeing's President from 1972
until 1985.+
Ronald B. Woodard 56 1998 I
Mr. Woodard retired in February 1999 from The Boeing
Company where he served as Senior Vice President of
The Boeing Company and President of Boeing
Commercial Airplane Group from December 1993 to
September 1998. He was Executive Vice President,
Boeing Commercial Airplane Group, from March 1993
to December 1993, and from 1991 to March 1993, was
Vice President and General Manager of the Renton
Division, Boeing Commercial Airplane Group.
</TABLE>
- --------
. Member of the Audit Committee of the Board of Directors.
+ Member of the Compensation and Stock Option Committee of the Board of
Directors.
* Member of the Nominating and Governance Committee of the Board of
Directors.
The directors serve on the boards of directors of other publicly held
companies as follows: Mr. Alibrandi--Burlington Northern Santa Fe Corporation,
Catellus Development Corporation and Jacobs Engineering Group Inc.; Mr.
Benter--City National Bank and The Wet Seal, Inc.; Mr. Deukmejian--Burlington
Northern Santa Fe Corporation and Foundation Health Systems, Inc.;
Mr. Hancock--MGC Corporation and Union Bank of California; Mr. Muller--Global
Marine, Inc.; Mr. Parkos--Cookson PLC; Mr. Stamper--Esterline Corporation; and
Mr. Woodard--Burlington Northern Santa Fe Corporation.
The Board of Directors held 15 meetings during fiscal 1998. Attendance by
the Company's directors at all Board meetings was 100% except as follows: at
two special meetings, two directors were unable to attend these meetings; at
two special meetings (held within four days of each other), one director was
unable to attend because of illness; and at one special meeting, one director
was unable to attend. Attendance of the Company's directors at all committee
meetings during the year was 100%, with each director attending all of the
meetings of the Board and committees on which he served. Directors are
reimbursed for travel and other expenses related to attendance at Board and
committee meetings.
6
<PAGE>
The Audit Committee, which met four times during fiscal 1998, reviews and
acts or reports to the Board with respect to various auditing and accounting
matters, including the selection of the Company's independent auditor, the
scope of audit procedures, the nature of services to be performed for the
Company by, and the fees to be paid to, the independent auditor, the
performance of the Company's independent and internal auditors, and the
accounting practices of the Company.
The Compensation and Stock Option Committee, which met once during fiscal
1998, has been delegated the functions of the Board with respect to the
compensation of executive officers and the administration of the Company's
stock-based plans, including the granting of stock options and restricted
stock.
The Nominating and Governance Committee, which met twice during fiscal 1998,
recommends nominees for election as directors at annual meetings of
stockholders and to fill vacancies which may occur between annual meetings.
The Committee considers as potential nominees persons recommended by
stockholders. Recommendations should be submitted to the Committee in care of
the Secretary of the Company. The Committee also considers various other
matters pertaining to corporate governance.
Directors who are executive officers receive no compensation for Board and
committee services. Other directors (excluding Mr. Alibrandi) receive annual
fees of $20,000 for serving on the Board of Directors, annual fees of $2,500
per committee for serving on various committees, and an additional fee of $750
per day for participation in meetings of the Board and its committees, except
for telephonic meetings having a duration of less than 30 minutes. Prior to
October 1, 1996, Mr. Alibrandi received an annual fee of $30,000 for serving
as Chairman of the Board, no annual fee for service on committees, and an
additional fee of $1,500 per day for participation in meetings of the Board
and its committees, except for telephonic meetings having a duration of less
than 30 minutes. For his service as Chairman of the Board, Mr. Alibrandi was
paid $1,500 for each day that he devoted a substantial portion of his time to
the business and affairs of the Company. Such fees could not exceed $200,000
per fiscal year. Mr. Alibrandi also was entitled as Chairman to reimbursement
for certain expenses. Effective October 1, 1996 and following Mr. Alibrandi's
election as an executive officer of the Company, none of these fees was
accrued or paid to Mr. Alibrandi. Mr. Parkos, for his service as Vice Chairman
of the Board, receives a fee determined by the Board of Directors of $1,250
per day of service. Mr. Parkos received $95,000 in fees during fiscal 1998 for
his service as Vice Chairman.
Executive Compensation
The following report of the Compensation and Stock Option Committee and the
performance graph included elsewhere in this proxy statement shall not be
deemed soliciting material or otherwise deemed filed and shall not be deemed
to be incorporated by reference by any general statement incorporating by
reference this proxy statement into any other filing under the Securities Act
of 1933 of the Securities Exchange Act of 1934, except to the extent the
Company specifically incorporates this report or the performance graph by
reference therein.
Board Compensation Committee Report on Executive Compensation. The
Compensation and Stock Option Committee (the "Committee") is composed entirely
of outside directors. The Committee is responsible, among other things, for
setting the compensation of executive officers, including any stock-based
awards to executive officers under the Company's Long-Term Stock Incentive
Plan (1989). The current members of the Committee are Messrs. Benter, Hancock
and Stamper.
The Committee seeks to compensate executive officers to achieve the primary
goal of the Company's stockholders: increased share value. Thus, a substantial
portion of the cash compensation of each executive officer is contingent upon
the Company's performance. Bonuses may, therefore, be substantial, may vary
7
<PAGE>
significantly for an individual from year to year, and may vary significantly
among the executive officers. Another significant form of the compensation of
executive officers is the granting of stock options to purchase the Company's
Common Stock, which become exercisable upon the earlier to occur of (i) the
attainment of designated average closing prices of the Company's Common Stock
over five consecutive trading days, (ii) the expiration of five years
following the date of grant, or (iii) certain changes in control of the
Company. For those executive officers who are division managers, stock options
granted prior to December 1997 become exercisable upon (i) the attainment of
preestablished performance targets, (ii) the expiration of five years
following the date of grant or (iii) certain changes in control of the
Company. In the past, restricted stock grants also were a significant part of
the compensation of some of the executive officers. However, restricted stock
grants are no longer issued to executive officers.
For fiscal 1998, the Committee set salaries in December 1997. The salaries
of the other executive officers were individually evaluated by the Committee,
with the advice of Mr. Alibrandi (except as to himself), in light of each
individual's responsibilities for fiscal 1998 and performance during fiscal
1997.
In December 1997, the Committee, with advice from Mr. Alibrandi, also
established targets and operating goals, the achievement of which would be
considered in determining payments of bonuses to executive officers with
respect to the Company's fiscal 1998 performance. Such targets and goals
included the achievement of both financial results and operating objectives
for the Company. For fiscal 1998, the Committee concluded that the targets and
goals had been achieved and exceeded. Accordingly, the Committee awarded cash
bonuses to executive officers which were accrued in fiscal 1998.
The bonuses were determined primarily based on the extent to which the
previously established specific targets and goals, including certain operating
results for the Company, were achieved. An individual's bonus generally
reflected the Committee's evaluation, with the advice of Mr. Alibrandi (except
with respect to himself), of the individual's performance during fiscal 1998
and the individual's contribution to achieving the targets for the year. The
Committee met outside of Mr. Alibrandi's presence to evaluate his performance.
Mr. Alibrandi's bonus reflected his contribution to achieving the targets for
the year.
The Committee made grants of stock options to all executive officers of the
Company during fiscal 1998. The Committee made the grants, with the advice of
Mr. Alibrandi (except as to himself), on the basis of each individual's
performance.
Deductibility of Compensation. Section 162(m) of the Internal Revenue Code
limits the tax deductibility by a company of compensation in excess of
$1,000,000 paid to any of its most highly compensated executive officers.
However, performance-based compensation that has been approved by stockholders
is excluded from the $1,000,000 limit if, among other requirements, the
compensation is payable only upon attainment of preestablished objective
performance goals and the board committee that establishes such goals consists
only of "outside directors" (as defined for purposes of 162(m)). All of the
members of the Committee qualify as "outside directors."
The Committee has considered these requirements and the regulations under
162(m). Although the tax impact of any compensation arrangement is one factor
to be considered, such impact is evaluated by the Committee in light of the
Company's overall compensation philosophy and objectives. The Committee has
established executive officer compensation programs such as stock option
grants that will maximize the Company's federal income tax deductions for
compensation expense. The Committee believes that the Company's current
compensation arrangements, which are primarily based on performance measures
which are expected to be reflected in increased stockholder value, are
appropriate and in the best interests of the Company
8
<PAGE>
and its stockholders. The Committee also believes there are circumstances in
which the Company's and stockholders' interests may be best served by
providing compensation that may not be fully deductible for federal tax
purposes, and that under such circumstances (which include changes in tax
laws) the Committee would not anticipate making significant changes in the
practices and philosophy underlying its executive compensation program.
George H. Benter, Jr. Jack L. Hancock Malcolm T. Stamper
Compensation Committee Interlocks and Insider Participation. Messrs. Benter,
Hancock and Stamper comprise the Compensation and Stock Option Committee. None
of these directors is or has been an officer or employee of the Company.
During fiscal 1998, no executive officer of the Company served as a member of
a compensation committee or as a director of another entity of which any
executive officer served as a member of the Company's Compensation and Stock
Option Committee or Board of Directors.
Compensation. The following table sets forth certain information concerning
the annual and long-term compensation for services rendered in all capacities
to the Company by each of the named executive officers for the fiscal years
ended October 31, 1998, 1997 and 1996.
9
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
--------------------------------- --------------------- -------
Other
Name Annual Restricted Securities All Other
and Compen- Stock Underlying LTIP Compen-
Principal sation Award(s) Options Payouts sation
Position Year Salary($)(1) Bonus($)(2) ($) ($) (#) ($) ($)(3)
--------- ---- ------------ ----------- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph F. Alibrandi 1998 418,000 600,000 -- -- 75,000 -- 11,116(4)(5)
Chairman, Chief 1997 450,154 -- -- -- 100,000 -- 13,515(5)(6)
Executive Officer 1996 40,192(7) -- -- -- 1,000(8) -- 1,154(5)
and President
Lynne M. O. Brickner 1998 187,000 50,000 -- -- 35,000 -- 4,433
Vice President 1997 192,528 -- -- -- 10,000 -- 5,370
and Secretary 1996 152,895 -- -- -- -- -- 166
John K. Otto 1998 187,000 250,000 -- -- 35,000 -- 5,250
Vice President, Chief 1997 124,485 -- -- -- 57,500 -- 3,243
Financial Officer and 1996 117,462 -- -- -- 6,000 -- 4,509
Treasurer(9)
Roland G. Patitz 1998 174,431 688,320 -- -- 35,000 -- 5,000
President, Whittaker 1997 131,574 371,900 -- -- 2,000 -- 7,720
Controls, Inc.(10) 1996 124,663 -- -- -- 3,000 -- 4,584
John J. Stobie 1998 125,405 466,853 -- -- 35,000 -- 2,524
President, Whittaker 1997 88,000 102,875 -- -- 2,000 -- 352
Safety Systems(11) 1996 81,585 -- -- -- 2,000 -- 2,444
</TABLE>
- --------
(1) Amounts represent cash compensation earned and received by executive
officers.
(2) Amounts represent cash bonuses which were accrued during the fiscal year
shown but paid subsequent to the end of such fiscal year.
(3) Unless otherwise noted, the amounts shown in this column constitute
contributions by the Company under the Company's Partnership Plan, a
defined contribution plan, for the benefit of the named executive
officers.
(4) Includes $5,145 paid in 1998 on behalf of Mr. Alibrandi for premiums
under the Company's split-dollar life insurance policy.
(5) In addition, Mr. Alibrandi continues to receive retirement benefits under
the Whittaker Corporation Employee Pension Plan, the Supplemental Benefit
Plan and the Excess Benefit Plan.
(6) Includes $6,077 paid in 1997 on behalf of Mr. Alibrandi for premiums
under the Company's split-dollar life insurance policy.
(7) Mr. Alibrandi became Chief Executive Officer and President of the Company
in September 1996.
(8) Mr. Alibrandi retired as Chief Executive Officer of the Company in
December 1994. On December 29, 1995, Mr. Alibrandi was granted options to
purchase 1,000 shares under the 1992 Stock Option Plan for Non-Employee
Directors.
(9) Mr. Otto became Chief Financial Officer in October 1997.
(10) Mr. Patitz became President of Whittaker Controls, Inc. in December 1997.
(11) Mr. Stobie became President of Whittaker Safety Systems in December 1997.
10
<PAGE>
Option Grants. The following table sets forth certain information concerning
grants of options to purchase shares of Common Stock made by the Company to
the named executive officers during fiscal 1998:
Individual Grants
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Securities Percent of Total
Underlying Options Granted Exercise Grant Date
Options Granted to Employees in Price Expiration Present
Name (#)(1) Fiscal Year ($/Share)(2) Date Value(4)
---- --------------- ---------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Joseph F. Alibrandi..... 75,000(4) 19.9 $7.21875 12/12/2007 $159,742
Lynne M. O. Brickner.... 35,000(4) 9.3 $7.21875 12/12/2007 $ 74,546
John K. Otto............ 35,000(4) 9.3 $7.21875 12/12/2007 $ 74,546
Roland G. Patitz........ 35,000(4) 9.3 $7.21875 12/12/2007 $ 74,546
John J. Stobie.......... 35,000(4) 9.3 $7.21875 12/12/2007 $ 74,546
</TABLE>
- --------
(1) The option price of each stock option which has been granted is not less
than 100% of the market value of the Common Stock on the date of grant,
and the term of each such option is 10 years, subject to earlier
termination in certain events related to death, retirement or other
termination of employment. Options become exercisable upon the earliest to
occur of (i) the attainment of designated average closing prices of the
Company's Common Stock over five consecutive trading days; (ii) the
expiration of five years following the date of grant; or (iii) certain
changes in control of the Company.
(2) The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares and/or by offset of the
underlying shares, subject to certain conditions.
(3) Based upon the Black-Scholes option valuation model. The actual value, if
any, an executive officer may realize is based on the difference between
the market price of the Company's Common Stock on the date of exercise and
the exercise price. There is no assurance that the actual realized value
will be at or near the value estimated by the Black-Scholes model.
Assumptions under the Black-Scholes model are: expected volatility of
33.3%; risk-free rate of return of 4.36%; dividend yield of 0%; and time
of exercise at 3.3 years. No adjustments have been made for non-
transferability or risk of forfeiture.
(4) At October 31, 1998, all of such options were currently exercisable.
11
<PAGE>
Option Exercises and Fiscal Year-End Values. The following table sets forth
certain information concerning (i) the exercise of options to purchase shares
of Common Stock during fiscal 1998, and (ii) the aggregate number of shares of
Common Stock subject to options outstanding as of October 31, 1998 with respect
to options granted to the named executive officers under the Company's stock
option plans.
Aggregated Option Exercises in Fiscal Year
Ended October 31, 1998 and October 31, 1998 Option Values
<TABLE>
<CAPTION>
Number of
Securities Value ($) of-
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
October 31, October 31,
1998 (#) 1998 (1)
-------------- -------------
Shares Acquired Valued Exercisable/ Exercisable/
Name on Exercise (#) Realized Unexercisable Unexercisable
---- --------------- ---------- -------------- -------------
<S> <C> <C> <C> <C>
Joseph F. Alibrandi..... -- -- 109,334/66,666 457,813/0
Lynne M. O. Brickner.... -- -- 41,668/8,332 212,500/0
John K. Otto............ -- -- 78,413/38,334 303,190/0
Roland G. Patitz........ 1,000 $7,406 41,833/4,500 218,110/0
John J. Stobie.......... -- -- 37,667/3,833 218,110/0
</TABLE>
- --------
(1) Based on the difference between the average of the high and low market
price of the Company's Common Stock on October 31, 1998 and the exercise
price.
12
<PAGE>
Company Performance. The following graph shows a five-year comparison of
cumulative total returns for the Company, the S&P 500 Composite Index and the
Dow Jones Aerospace and Defense Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG WHITTAKER CORPORATION, THE S&P 500 INDEX
AND THE DOW JONES AEROSPACE & DEFENSE INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period WHITTAKER S&P DOW JONES
(Fiscal Year Covered) CORPORATION 500 INDEX AEROSPACE & DEFENSE
- --------------------- ----------- --------- -------------------
<S> <C> <C> <C>
Measurement Pt- 10/1993 $100 $100 $100
FYE 10/94 $141 $104 $120
FYE 10/95 $151 $131 $183
FYE 10/96 $108 $163 $260
FYE 10/97 $ 80 $215 $293
FYE 10/98 $101 $263 $280
</TABLE>
* Assumes that the value of the investment in the Company's Common Stock and
each index was $100 on October 31, 1993 and that all dividends were
reinvested.
The Company has historically used the Dow Jones Aerospace and Defense Index
for performance comparison purposes.
Employees' Pension Plan. The Company maintains the Employees' Pension Plan
for the benefit of all eligible employees, including executive officers.
Directors of the Company who are not also employees do not participate in the
Employees' Pension Plan. The Employees' Pension Plan is a tax-qualified,
Company funded plan subject to the provisions of the Employee Retirement
Income Security Act of 1974. Company contributions to the Employees' Pension
Plan are actuarially determined, and benefits are computed based upon years of
service and remuneration. As a result of an amendment to the Employee's
Pension Plan, effective October 31, 1994 benefits were "frozen" for all
participants in the plan: adjustments for changes in credited years of service
ceased on October 31, 1994, and adjustments for changes in remuneration ceased
on December 31, 1994.
13
<PAGE>
The Internal Revenue Code (the "Code") limits the annual benefits which may
be paid from a tax-qualified retirement plan. The Company has adopted various
supplemental plans for the benefit of executive officers which authorize the
payment of benefits in excess of the limits imposed by the Code. Under such
plans, aggregate pension benefits for executive officers are equal to the
excess of (i) the annual benefits which would be payable pursuant to the
Employees' Pension Plan without regard to the limitations under the Code or to
a formula change under the Employees' Pension Plan which took effect on
January 1, 1989; over (ii) the amounts actually payable under the Employees'
Pension Plan. These supplemental plans were "frozen" as described in the
preceding paragraph, and are hereinafter referred to as the frozen
supplemental plans.
The Company adopted a separate supplemental plan in 1996 which provides a
targeted level of replacement income at retirement for selected executive
officers of the Company. The target is 60% of compensation. The targeted
benefit is offset by 50% of the Social Security benefit and all company
provided qualified retirement plan benefits. The benefit is payable at age 65
in the form of a life annuity, and is reduced for less than 15 years of
credited service. To the extent that the offsets exceed the targeted
retirement income, the fixed components (Social Security and the company
provided qualified retirement plan benefits) are still payable.
The following table shows, for Messrs. Otto, Stobie and Patitz and Ms.
Brickner, the estimated annual benefits payable under the supplemental plan,
the Employees' Pension Plan, employer provided benefits under all other
qualified retirement plans, and 50% of the Social Security retirement benefit.
These amounts are payable at age 65, including the effect of the freeze in
benefits described above.
<TABLE>
<CAPTION>
Years of Service
Final Average -------------------------------
Compensation 5 10 15 20
------------- ----- ------- -------- --------
<S> <C> <C> <C> <C>
$ 50,000............................... $ 0 $10,000 $ 30,000 $ 30,000
75,000............................... 0 15,000 45,000 45,000
100,000............................... 0 20,000 60,000 60,000
125,000............................... 0 25,000 75,000 75,000
150,000............................... 0 30,000 90,000 90,000
175,000............................... 0 35,000 105,000 105,000
200,000............................... 0 40,000 120,000 120,000
225,000............................... 0 45,000 135,000 135,000
250,000............................... 0 50,000 150,000 150,000
300,000............................... 0 60,000 180,000 180,000
350,000............................... 0 70,000 210,000 210,000
400,000............................... 0 80,000 240,000 240,000
</TABLE>
The compensation upon which annual benefits is based for active participants
in the supplemental plan is the average of the highest annual compensation
paid during any three consecutive years of employment with the Company. For
this purpose, compensation includes base compensation plus up to $100,000
annual bonus for division managers, and base compensation plus annual bonus
for participants other than division managers.
Compensation for determining benefits under the frozen supplemental plans
was based on the provisions of the plans at the time the plans were frozen.
The compensation upon which annual benefits is based for all participants in
the Employees' Pension Plan is the average of the highest annual cash
compensation paid during five consecutive years within the final ten years of
employment. For this purpose cash compensation includes salary and bonus but
does not include the auto allowance component of salary or any compensation
earned after December 31, 1994.
14
<PAGE>
Messrs. Otto, Patitz and Stobie and Ms. Brickner have approximately 15, 23,
21 and 3 years of service with the Company, respectively. Mr. Patitz and Mr.
Stobie are division presidents. Retirement benefits are computed on a
straight-life annuity basis. The benefits listed in the tables set forth above
include retirement income from the supplemental retirement plan, the frozen
Employees' Pension Plan, employer provided benefits under all other qualified
retirement plans, and 50% of the Social Security retirement benefit. Messrs.
Otto, Patitz and Stobie and Ms. Brickner have estimated annual accrued frozen
benefits in the Employees' Pension Plan of $24,176, $18,720, $34,932 and $0,
respectively, payable at age 65.
Mr. Alibrandi retired from the Company on December 31, 1994 with
approximately 25 years of service under the Employees' Pension Plan, and
receives a retirement benefit under the Employees' Pension Plan and the frozen
supplemental plans equal to $27,897 per month. Mr. Alibrandi returned to
active service with the Company in September 1996 and his retirement benefits
are not affected by his return.
Directors' Retirement Plan. Each director who is not an employee of the
Company is paid upon the director's retirement from the Board of Directors,
for the number of years equaling the director's years of service as a
director, an annual payment in quarterly installments in an amount equal to
the lesser of (i) one and one-half times the basic annual fee (currently
$20,000) payable during the last year of the director's service, or (ii) the
total fees actually paid during the last twelve months of the director's
service. No payments are paid after the death of a director except to a
director's surviving spouse. Death while serving as a director is treated as
retirement for purposes of the Directors' Retirement Plan. The Director's
Retirement Plan was "frozen" and no further benefits are to be accrued for
service by directors after April 4, 1997.
Whittaker Corporation 1992 Stock Option Plan for Non-Employee Directors. The
purposes of the Whittaker Corporation 1992 Stock Option Plan for Non-Employee
Directors (the "Directors Plan") are to attract and retain highly qualified
individuals to serve as directors of the Company, to encourage such directors
to acquire an equity interest in the Company in order to align more closely
the interests of such directors with those of the Company's stockholders, and
to compensate such directors for their contributions to the Company's growth
and profitability.
Each director of the Company who is not an employee of the Company or any of
the Company's affiliates is an eligible director under the Directors Plan.
There are currently seven eligible directors: Messrs. Benter, Deukmejian,
Hancock, Muller, Parkos, Stamper and Woodard.
In April 1997, the stockholders ratified amendments to the Directors Plan
and to the Directors' Retirement Plan which were designed to align the
interests of the directors more directly with those of the Company's
stockholders by the issuance of stock options to directors and the termination
of the Directors' Retirement Plan.
Under the Amended and Restated Directors Plan, on the date of each annual
meeting of the Company's stockholders, each eligible director who is a member
of the Board of Directors on such date is granted an option (the "Fixed
Option") to acquire 1,000 shares of Common Stock and an option (the "Formula
Option") to acquire a number of shares of Common Stock based upon the
following formula: 150% of the director's base compensation as a member of the
Board of Directors during the prior 12 month period, divided by the product of
the fair market value of the Common Stock and a percentage based on the Black-
Scholes option pricing model as applied to the Common Stock. The provisions of
the Directors Plan relating to Formula Options were added to replace future
accruals of retirement benefits by the eligible directors under the Company's
Directors' Retirement Plan, which was terminated and all accruals for
retirement benefits were "frozen" effective as of April 4, 1997, the date of
approval by the stockholders of the amendments to the Directors Plan.
15
<PAGE>
The per share exercise price for each option granted under the Amended and
Restated Directors Plan is equal to the fair market value of a share of Common
Stock on the date of grant and each option has a ten-year term, subject to
earlier expiration one year after the date upon which a Director's status as
an eligible director under the Directors Plan terminates for any reason,
including death. Fixed Options granted under the Amended and Restated
Directors Plan are not exercisable until six months after the date of grant
and Formula Options are not exercisable until one year after the date of
grant, except that in the event of a director's death, all of the director's
outstanding options are then immediately exercisable. Options granted under
the Amended and Restated Directors Plan may be exercised by payment in cash,
cash equivalents or in shares of Common Stock, based upon the fair market
value of any such non-cash consideration on the date of exercise.
A total of 150,000 shares of the Company's Common Stock may be subject to
options granted under the Amended and Restated Directors Plan.
On April 3, 1998, each director who was then an eligible director received
options under the Amended and Restated Directors Plan consisting of a Fixed
Option of 1,000 shares and a Formula Option of 2,809 shares, all exercisable
at the fair market price of $14.94 per share.
Severance Policy. The Severance Policy provides up to 12 months' base salary
to a participant if specified events, such as the termination of the
participant's employment, occur after certain changes in control of the
Company. Executive employees designated by the Compensation and Stock Option
Committee are entitled to the benefits of the policy if they elect to accept
the benefits and agree to provide consulting services during the period for
which the benefits are to be paid. The Severance Policy is administered by the
Compensation and Stock Option Committee of the Company's Board of Directors.
Mr. Otto and Ms. Brickner have been designated as participants by the
Compensation and Stock Option Committee. Mr. Otto and Ms. Brickner have thus
far elected to accept the benefits of the policy.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act requires the Company's officers and directors, and
persons who own more than 10 percent of the Company's Common Stock, to file
reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission and the New York Stock Exchange. Officers,
directors and greater than 10 percent beneficial owners are required to
furnish the Company with copies of all Forms 3, 4 and 5 which they file.
Based solely on the Company's review of copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than 10 percent beneficial owners have complied with all filing requirements
applicable to them during fiscal 1998, except for (i) one new officer who did
not timely report on Form 4 a transaction in which he elected to transfer
certain Partnership Plan funds into the Whittaker Stock Fund and who filed a
timely amendment on Form 5, and (ii) one new officer who did not timely report
on Form 3 his holdings at the time of election as an executive officer and who
filed a late amendment on Form 5.
16
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
In recognition of the important role of the independent auditor, the Board
of Directors has determined that its selection of the independent auditor for
the Company should be submitted to the Company's stockholders for ratification
on an annual basis. The Board of Directors, upon the recommendation of its
Audit Committee, has appointed Ernst & Young LLP to serve as the Company's
independent auditor for the fiscal year ending October 31, 1999, subject to
ratification by the Company's stockholders. Ernst & Young LLP conducted the
audit of the Company's financial statements for the fiscal year ended October
31, 1998. If the appointment is not ratified, the Board of Directors will
appoint another firm as the Company's independent auditor for the fiscal year
ending October 31, 1999. The Board of Directors also retains the power to
appoint another independent auditor for the Company to replace an auditor
ratified by the stockholders in the event the Board of Directors determines
that the interests of the Company require such a change.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting of Stockholders. Such representatives will have the opportunity
to make a statement if they so desire and will be available to respond to
appropriate questions.
The Board of Directors recommends that stockholders vote FOR the
ratification of the appointment of Ernst & Young LLP as independent auditor of
the Company for the fiscal year ending October 31, 1999.
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals to be presented at the 2000 Annual Meeting of
Stockholders must be received at the Company's executive offices at 1955 North
Surveyor Avenue, Simi Valley, California 93063 by October 31, 1999 in order to
be included in the Company's proxy statement and form of proxy relating to
that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement, the Company knows of no business
other than that described herein that will be presented for consideration at
the meeting. If, however, any other business properly shall come before the
meeting, the proxy holders intend to vote the proxies in accordance with their
best judgment.
By Order of the Board of Directors
/s/ Lynne M.O. Brickner
----------------------------------
Lynne M.O. Brickner
Secretary
February 26, 1999
17
<PAGE>
WHITTAKER CORPORATION PROXY
PARTNERSHIP PLAN ("PLAN")
INSTRUCTION CARD
TO: SCUDDER TRUST COMPANY ("SCUDDER"), TRUSTEE UNDER THE PLAN
Scudder is hereby instructed to vote the appropriate number of shares of
Whittaker Corporation Common Stock which represents my proportionate interest in
the Plan at the Annual Meeting of Stockholders of Whittaker Corporation to be
held on March 26, 1999 at 10:00 A.M., and at any adjournment or adjournments
thereof, with respect to the proposals listed on the reverse side hereof.
(Continued on reverse side)
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE
-- FOLD AND DETACH HERE --
Annual
Meeting of
Stockholders
WHITTAKER CORPORATION
March 26, 1999, 10:00 a.m.
Radisson Simi Valley Hotel
999 Enchanted Way
Simi Valley, California
<PAGE>
Please mark
your votes as [X]
indicated in
this example
1. ELECTION OF DIRECTORS
FOR WITHHOLD
the AUTHORITY
nominees to vote for the
listed nominees The Board of Directors recommends a
below listed below vote "FOR" the nominees listed below.
[_] [_]
Nominees: Joseph F. Alibrandi, Ronald B. Woodard
Instruction: To withhold authority for any nominee, strike a line through
the nominee's name.
2. Proposal to ratify the appointment of Ernst & Young LLP as the Company's
Independent Auditor for the fiscal year ending October 31, 1999.
The Board of Directors recommends a vote "FOR" the ratification of Proposal 2.
FOR AGAINST ABSTAIN
[_] [_] [_]
I understand that in the
absence of instructions you
will vote the shares
represented by this proxy on
the listed proposals and on
other business which properly
may come before the meeting
proportionately in the same
manner as those shares for
which instructions are
received.
Please sign exactly as your
name or names appear. Persons
acting in a fiduciary
capacity should so indicate.
PLEASE NOTE any change of
address and supply any missing
Zip Code number.
------------------------------
------------------------------
Zip Code No.
Signature(s)__________________Signature(s)___________________Dated_____,1999
-- FOLD AND DETACH HERE --
----------------
[ADMISSION TICKET]
----------------
Annual Meeting
of
Whittaker Corporation Stockholders
Friday, March 26, 1999
10:00 a.m.
Radisson Simi Valley Hotel
999 Enchanted Way
Simi Valley, California
<PAGE>
WHITTAKER CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph F. Alibrandi and Lynne M. O.
Brickner, or either of them, the proxy or proxies of the undersigned with power
of substitution, to vote all shares of stock of Common Stock of Whittaker
Corporation held of record by the undersigned as of January 31, 1999 at the
Annual Meeting of Stockholders of Whittaker Corporation to be held on Friday,
March 26, 1999 at 10:00 A.M., and at any adjournment or adjournments thereof, as
indicated on the reverse side hereof.
(Continued on reverse side)
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE
-- FOLD AND DETACH HERE --
Annual
Meeting of
WHITTAKER CORPORATION Stockholders
March 26, 1999, 10:00 a.m.
Radisson Simi Valley Hotel
999 Enchanted Way
Simi Valley, California
<PAGE>
Please mark
your votes as [X]
indicated in
this example
1. ELECTION OF DIRECTORS
FOR WITHHOLD
the AUTHORITY
nominees to vote for the
listed nominees The Board of Directors recommends a
below listed below vote "FOR" the nominees listed below:
[_] [_]
Nominees: Joseph F. Alibrandi, Ronald B. Woodard
Instruction: To withhold authority to vote for any nominees, strike a line
through that nominee's name.
2. Proposal to ratify the appointment of Ernst & Young LLP as the Company's
Independent Auditor for the fiscal year ending October 31, 1999.
The Board of Directors recommends a vote "FOR" the ratification of Proposal
2.
FOR AGAINST ABSTAIN
[__] [__] [__]
3. In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the meeting.
If properly executed, the shares
represented by this proxy will be
voted in the manner directed
herein by the undersigned
stockholder. If or to the extent
directions are not given, such
shares will be voted for the
election as directors of the
nominees named hereon and for
ratification of the appointment of
Ernst & Young LLP as the Company's
independent auditor for the fiscal
year ending October 31, 1999.
Please sign exactly as your name
or names appear. Persons acting in
a fiduciary capacity should so
indicate. PLEASE NOTE any change
of address and supply any missing
Zip Code number.
---------------------------------
---------------------------------
Zip Code No.
Signature(s) --------------- Signature(s) --------------- Dated ---------, 1999
-- FOLD AND DETACH HERE --
[Admission Ticket]
----------------
Annual Meeting
of
Whittaker Corporation Stockholders
Friday, March 26, 1999
10:00 a.m.
Radisson Simi Valley Hotel
999 Enchanted Way
Simi Valley, California
