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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
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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C:\data\EDGAR\#566516 v7.rtf
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Tender Offer
This Amendment No. 2 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
At an Extraordinary General Meeting of Parent held on July 5, 1999,
Parent's shareholders approved the Merger. Attached hereto as Exhibit (a)(9) is
a copy of a press release by Parent dated July 5, 1999 relating to such
Extraordinary General Meeting, which is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
(a)(9) Text of Press Release of Parent dated July 5, 1999 regarding the
Extraordinary General Meeting of Parent to approve the Merger.
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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 7, 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)(9) Text of Press Release of Parent dated July 5, 1999 regarding the
Extraordinary General Meeting of Parent to approve the Merger.
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Exhibit (a)(9)
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MEGGITT PLC
5 July 1999
SHAREHOLDERS APPROVE PROPOSED ACQUISITION OF
WHITTAKER CORPORATION
At the Extraordinary General Meeting of Meggitt PLC ("Meggitt") held today, the
special resolution approving, inter alia, the acquisition of Whittaker
Corporation, set out in the notice accompanying the prospectus to shareholders
dispatched on 9 June, 1999 was duly passed. 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 expiration of the
waiting period under Hart-Scott-Rodino Anti-Trust Improvements Act of 1976 and
the compliance with the Exon-Florio provisions of the US Defense Production Act,
a legislative measure designed to ensure national security of supply of
strategic products. Meggitt is confident that the appropriate regulatory
approvals will be received.
