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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
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. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 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
In order to give the FTC additional time to review a potential overlap involving
approximately $3 million of Parent's annual revenues, Parent withdrew its
Notification and Report Form under the HSR Act with respect to the Offer on June
25, 1999 and, on June 28, 1999, refiled it with the Antitrust Division and the
FTC. The waiting period under the HSR Act with respect to the Offer will now
expire at 11:59 p.m. New York City time, on July 13, 1999. The Expiration Date
of the Offer remains 12:00 midnight, New York City time, on July 13, 1999,
unless extended in accordance with the Merger Agreement.
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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: June 29, 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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