- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A-1
(Mark One)
|_| Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(Fee Required)
For the fiscal year ended October 31, 1996
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(No Fee Required)
For the transition period from to
Commission file number 1-10870
BIOWHITTAKER, INC.
------------------
(Exact name of Registrant as specified in its charter)
Delaware 95-3917176
-------- ----------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8830 Biggs Ford Road, Walkersville, Maryland 21793-0127
- -------------------------------------------- ----------
(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code (301) 898-7025
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |X| Yes |_| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. | |
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at December 31, 1996 was $63,629,672. The aggregate market value was
computed by reference to the closing price as of that date. (For purposes of
calculating this amount only, all directors, executive officers and greater than
10% shareholders of the Registrant are treated as affiliates.)
The number of shares outstanding of the Registrant's only class of common
stock as of December 31, 1996 was 10,759,199.
Documents Incorporated by Reference
-----------------------------------
Portions of the Registrant's definitive Proxy Statement for its annual
meeting to be held on March 14, 1997 are incorporated by reference in Part III.
- -------------------------------------------------------------------------------
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
The following documents are filed as part of this report:
Page Reference
Form 10-K
---------
(a-1) Financial Statements:
Consolidated Statements of Income for the three years ended
October 31,1996 15
Consolidated Balance Sheets as of October 31, 1996 and 1995..... 16
Consolidated Statements of Stockholders' Equity for the three
years ended October 31, 1996................................ 17
Consolidated Statements of Cash Flows for the three years ended
October 31, 1996............................................ 18
Notes to Consolidated Financial Statements...................... 19
Report of Independent Auditors.................................. 29
Audited Financial Statements and Schedules of BioWhittaker, Inc.
Savings and Stock Investment Plan for the two years
ended October 31, 1996...................................... Only in
10-K/A-1
(a-2) Financial Statement Schedules:
Schedule II-Valuation and Qualifying Accounts................ F-1
All supplemental schedules other than as set forth above are omitted
as inapplicable or because the required information is included in the
Consolidated Financial Statements or the Notes to Consolidated Financial
Statements.
(a-3) Exhibits:*
3.1 Certificate of Incorporation of the Registrant.(Exhibit 3.1 to Form 10
General Form for Registration of Securities (the "Form 10") as
originally filed with the Securities and Exchange Commission on
September 25, 1991.)
3.2 Bylaws of the Registrant. (Exhibit 3.2 to the Form 10).
4.1 Form of Certificate of Designation relating to the Registrant's Series
A Participating Cumulative Preferred Stock.(Exhibit 4.1 to the
Form 10).
4.2 Form of Stockholder Protection Rights Agreement between the Registrant
and Bank of Boston, as Rights Agent.(Exhibit 4.2 to Annual Report on
Form 10-K for the fiscal year ended October 31, 1995 (the "1995
Form 10-K")).
**10.1 BioWhittaker, Inc. 1991 Long-Term Stock Incentive Plan (attached as
Annex I to the Form 10).
**10.2 Form of Employment Agreement between the Registrant and Joseph F.
Alibrandi (not renewed for periods after December 31, 1996; (Exhibit
10.2 to the Form 10)).
10.3 Stock Purchase Agreement between the Registrant and Anasco GmbH
(Exhibit 10.3 to the Form 10).
10.4 Form of Joint Venture and Partnership Agreement between Boehringer
Ingelheim Bioproducts, Inc.and BioWhittaker International, Inc.
(Exhibit 10.4 to the Form 10).
10.4a Amendment dated October 29, 1992 to the Form of Joint Venture and
Partnership Agreement between Boehringer Ingelheim Bioproducts, Inc.
and BioWhittaker International, Inc. (Exhibit 10.4a to Annual Report
on Form 10-K for the Fiscal Year Ended October 31, 1992 (the "1992
Form 10-K")).
10.5 Form of Technology License Agreement between the Registrant and
BioWhittaker International, Inc. (Exhibit 10.5 to the Form 10).
2
<PAGE>
10.7 Loan Agreement dated October 13, 1994 by and between the Registrant
and NationsBank of North Carolina. (Exhibit 10.7 to the Annual Report
on Form 10-K for the fiscal year ended October 31, 1994 (the "1994
Form 10-K")).
10.8 Distribution Agreement between Whittaker Corporation and Registrant
(Exhibit 2.1 to the Form 10).
10.9 Tax Agreement between Whittaker Corporation and Registrant (Exhibit
2.2 to the Form 10).
**10.13 BioWhittaker, Inc. 1994 Stock Option Plan for Non-Employee Directors
(Exhibit A to BioWhittaker, Inc.'s 1994 Proxy Statement).
10.14 Stock Purchase Agreement between BioWhittaker Inc., and Boehringer
Ingelheim International, GmbH, dated April 30, 1995 (Exhibit 10.14 to
Form 8-K, dated April 30, 1995).
10.15 Asset Purchase Agreement between BioWhittaker, Inc. and Carter-Wallace
Inc. dated December 18, 1995 (Exhibit 10.15 to Form 8-K, dated
December 18, 1995).
10.16 Agreement and Plan of Merger dated as of December 20, 1995, by and
among Clonetics Corporation, BioWhittaker, Inc., and Peter Maniatis
a representative for the Company's Stockholders and Option Holders.
(Exhibit 10.16 to the 1995 Form 10-K).
10.17 BioWhittaker, Inc. Supplemental Executive Retirement Plan.
10.18 Distributor Agreement between the Registrant and Boehringer Ingelheim
BioProducts Partnership.
11. Statement Re: Calculation of Net Income Per Share.
22. List of Subsidiaries (Exhibit 22 to the Form 10).
24. Consent of Independent Auditors - Company Financial Statements.
24.1 Consent of Independent Auditors - Plan Financial Statements.
27. Financial Data Schedule.
28.1 Stockholder Agreement among the stockholder signatory thereto, Anasco,
and the Registrant (Exhibit 28.1 to the Form 10).
-------------
*Exhibits followed by a parenthetical reference are incorporated by
reference to the document described therein. Upon written request to
the Secretary of the Registrant, a copy of any exhibit referred to
above will be furnished without charge.
**Management contract or compensatory plan required to be filed pursuant
to Item 14(c) of this Report.
(b) Reports on Form 8-K:
During the quarter ended October 31, 1996, the Registrant did not file
any reports on Form 8-K.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BIOWHITTAKER, INC.
By: /S/ PHILIP L. ROHRER, JR.
-----------------------------
Date: April 28, 1997 Philip L. Rohrer, Jr.
Vice President
4
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
24.1 Consent of Independent Auditors 8
5
<PAGE>
<PAGE>
Audited Financial Statements and Schedules
BioWhittaker, Inc. Savings and Stock Investment Plan
Years ended October 31, 1996 and 1995
with Report of Independent Auditors
6
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Audited Financial Statements and Schedules
Years ended October 31, 1996 and 1995
Contents
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
1996 Schedule II - Allocation of Net Assets Available for Benefits
to Investment Program........................ 11
1995 Schedule II - Allocation of Net Assets Available for Benefits
to Investment Programs......................... 12
1996 Schedule III- Allocation of Changes in Net Assets Available
for Benefits to Investment Programs............. 13
1995 Schedule III- Allocation of Changes in Net Assets Available
for Benefits to Investment Programs............. 14
Supplemental Schedules
Line 27a--Assets Held For Investment Purposes...................... 15
Line 27d--Reportable Transactions.................................. 16
7
<PAGE>
Report of Independent Auditors
Board of Trustees
BioWhittaker Inc. Savings and Stock Investment Plan
We have audited the accompanying statements of net assets available for benefits
of BioWhittaker, Inc. Savings and Stock Investment Plan as of October 31, 1996
and 1995, and the related statements of changes in net assets available for
benefits for the years then ended. Our audits also included the schedules of
allocation of net assets available for benefits to investment programs as of
October 31, 1996 and 1995 and allocation of changes in net assets available for
benefits to investment programs for the years then ended. These financial
statements and schedules are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules 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
October 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles. Also, in our opinion, the related schedules referred to
above present fairly the information set forth therein in compliance with the
applicable accounting regulations of the Securities and Exchange Commission.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of October 31, 1996 and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. These supplemental
schedules have been subjected to the auditing procedures applied in our audit of
the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
March 28, 1997
1
8
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Statements of Net Assets Available for Benefits
October 31
----------
1996 1995
---- ----
Assets
Investments, at fair value:
Unallocated insurance contracts:
Guaranteed interest account $ 1,509,576 $ 1,462,997
Pooled separate accounts 3,678,226 2,699,248
Common Stock:
BioWhittaker, Inc. common stock 2,712,224 2,550,359
Whittaker Corporation common stock 193,922 295,641
Loans to participants 492,852 490,506
------- -------
Total investments $ 8,586,800 $7,498,751
Contributions receivable:
Employee - 25,443
Employer 580 14,438
--- ------
580 39,881
Cash 39,496 46,125
---------- ----------
Net assets available for benefits $8,626,876 $7,584,757
=========== ==========
See accompanying notes.
2
9
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Statements of Changes in Net Assets Available for Benefits
Years ended
October 31
----------
1996 1995
---- ----
Additions
Investment income:
Interest on loans $ 40,781 $ 32,565
Interest income 104,048 99,188
Net realized gain on sale of common stock 26,362 20,799
------ ------
171,191 152,552
Contributions:
Employee 709,806 708,519
Employer 388,116 385,734
------- -------
1,097,922 1,094,253
Transfer from Clonetics acquisition 138,659 -
------- -----
Total additions 1,407,772 1,246,805
--------- ---------
Deductions
Benefit payments 617,812 577,827
Administrative expenses 5,590 3,795
----- -----
Total deductions 623,402 581,622
======= =======
Net unrealized appreciation in fair
value of investments 257,749 588,260
------- -------
Net increase 1,042,119 1,253,443
--------- ---------
Net assets available for benefits at beginning
of year 7,584,757 6,331,314
--------- ---------
Net assets available for benefits at end of year $ 8,626,876 $ 7,584,757
=========== ===========
See accompanying notes.
3
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Notes to Financial Statements
October 31, 1996
1. Significant Accounting Policies
Basis of Accounting
The financial statements of the BioWhittaker, Inc. Savings and Stock Investment
Plan (the Plan) are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of changes in net assets available for
benefits during the reporting period. Actual results could differ from those
estimates.
Valuation of Investments
Investments in unallocated insurance contracts are stated at contract value as
determined by the insurance company. Contract value represents contributions
made under the contract plus interest at the contract rate less funds used to
make benefit payments. The effective annual yield for 1996 and 1995 was 6.5% and
6.3%, respectively. The average interest rates of the contracts range from 5.35%
to 7.95% in 1996 and from 4.35% to 7.95% in 1995.
Investments in pooled separate accounts are valued at market value as determined
by the insurance company.
Investments in common stock are valued at the quoted market value on the
valuation date.
The change in the difference between the fair value and the cost of investments
is reflected as net unrealized appreciation in fair value of investments in the
statements of changes in net assets available for benefits. The difference
between the proceeds received and the average cost of common stocks sold are
reflected as net realized gain on sale of common stocks in the statements of
changes in net assets available for benefits.
Expenses relating to the purchase and sale of BioWhittaker, Inc. and Whittaker
Corporation common stock are added to their cost or deducted from their
proceeds.
4
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Notes to Financial Statements (continued)
1. Significant Accounting Policies (continued)
Administrative Expenses
Administrative expenses are paid by BioWhittaker, Inc. (the Company),
except for certain commissions paid to brokers in connection with the purchase
and sale of BioWhittaker, Inc. and Whittaker Corporation common stock.
Reconciliation of Form 5500 to the Audited Financial Statements
Differences between the Form 5500 and the audited financial statements result
from differences in the basis of accounting used in the Form 5500 (modified
accrual basis), versus that required in the audited financial statements
(accrual basis). The "contributions receivable - employee" and "contributions
receivable - employer" captions in the Statements of Net Assets Available for
Benefits and "contributions - employee" and "contributions - employer" captions
in the Statements of Changes in Net Assets Available for Benefits are affected
by these differences. Net assets available for benefits at October 31, 1995 in
the audited financial statements are $39,881 higher than on the Form 5500 as a
result of these differences. There is no difference between net assets available
for benefits on the Form 5500 and the audited financial statements at October
31, 1996.
2. Description of the Plan
The Plan is a defined contribution plan qualified under sections 401(a) and
401(k) of the Internal Revenue Code (IRC). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA). The following
description of the Plan provides only general information. Participants should
refer to the pamphlet, BioWhittaker, Inc. 401 (k)/ Savings and Stock Investment
Plan, for a more complete description of the Plan's provisions. Copies of this
pamphlet are available from the Company's Human Resources Department.
Eligibility
All full time employees of the Company who have completed one year of service
and attained age 21 may participate in the Plan.
5
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Contributions
Participants may contribute from 1% to 15% of their gross wages reportable by
BioWhittaker, Inc. for federal income tax purposes (including overtime,
commissions and bonuses) to any of the thirteen Principal Mutual Life Insurance
Company investment options and the BioWhittaker, Inc. common stock account.
Assets held in Whittaker Corporation common stock at October 31, 1996 and 1995
are remaining from the transfer of net assets from the Whittaker Corporation
plan since no current contributions can be invested in Whittaker Corporation
common stock. The Company matches from 50% to 75% of participant contributions
up to 6% of their income. The Company match is invested in the BioWhittaker,
Inc. common stock account.
Participants are immediately vested in contributions made through payroll
deductions, deposits made for Company matching contributions, and the actual
earnings thereon.
Transfer from Clonetics Acquisition
On January 17, 1996 the Company acquired Clonetics Corporation. As a result of
this acquisition, participants in the Clonetics 401(k) Plan that were employed
by the Company became participants in the Plan at the date of the acquisition.
All of the net assets from the Clonetics 401(k) Plan wre transferred into the
Plan.
Benefit Payments
Benefit payments are restricted to retirement, early retirement, termination of
employment, death, or disability.
Amounts allocated to accounts of persons who have withdrawn from participation
in the earnings and operations of the Plan totaled $479,655 and $221,355 at
October 31, 1996 and 1995, respectively. Such amounts are included in net assets
available for benefits.
Participant Loans
Participants may borrow from their account balance without regard to the
intended use of the funds. Loans are limited to 50% of the participant's vested
account balance, up to a maximum of $50,000. The loans are collateralized by the
participant's account balance and are accounted for as a specific investment of
the borrowing participant's account. Loan repayments are made through regular
payroll deductions. Interest on loan repayments is allocated to the investment
options of that individual participant's account in the same manner elected for
contribution allocations which are in effect at the time of repayment. Loans for
reasons other than the purchase of a primary residence are to repaid within five
years.
6
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Notes to Financial Statements (continued)
3. Investments
During 1996 and 1995, the Plan's investments (including investments bought and
sold, as well as held during the year) appreciated in fair value by $284,111 and
$609,059 respectively, as follows:
October 31, 1996 October 31, 1995
---------------- ----------------
Net
Appreciation / Net
(Depreciation) Appreciation
in Fair Fair Value in Fair Fair Value
Value at End Value at End
During Year of Year During Year of Year
----------- ------- ----------- -------
Fair value determined by
insurance company:
Unallocated insurance contract
at contract value:
Guaranteed interest account $ (1,175) $ 1,509,576* $ - $1,462,997*
Pooled separate accounts:
U.S. stock account 8,523 77,065 1,067 10,112
Money market account - 230,895 - 103,773
Real estate account 537 8,149 147 4,159
Private bond & mortgage account 38,498 657,898* 81,335 608,799*
International stock account 20,714 139,810 3,921 89,527
Government securities account 1,006 20,121 209 3,932
Stock index account 373,189 1,992,973* 329,774 1,571,253*
Value stock account 20,366 173,949 14,089 84,441
Small company stock account 18,207 117,725 13,923 96,755
Growth stock account 30,197 202,225 20,362 110,864
Bond emphasis balanced account 1,199 24,118 154 2,331
Stock emphasis balanced account 3,308 33,298 1,005 13,302
Fair value determined by quoted
market price:
Common stock:
BioWhittaker, Inc. (144,866) 2,712,224* 109,988 2,550,359*
Whittaker Corporation (85,592) 193,922 33,085 295,641
Other:
Loans to participants - 492,852* - 490,506*
------- -------- ------ -------
$284,111 $ 8,586,800 $ 609,059 $7,498,751
======== =========== ========= ==========
*Represents individual investments that represent 5% or more of the Plan's net
assets at October, 31.
7
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Interest income reported by the trustee for the plan years ended October 31,
1996 and 1995 was $104,048 and $99,188, respectively, on the Guaranteed interest
and Money market accounts.
4. Plan Termination
Although the Company has not expressed any intention to do so, it has the right
to discontinue its contributions and to terminate the Plan at any time subject
to the provisions of ERISA. Upon termination of the Plan, all interests of the
participants not previously vested would become fully vested and nonforfeitable
and the net assets of the Plan would be distributed to participants based upon
individual equities in the Plan.
5. Income Tax Status
The Internal Revenue Service ruled on May 12, 1995 that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related
trust is not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualifications. The Plan's management is not aware of any course of action or
series of events that have occurred that might adversely affect the Plan's
qualified status.
8
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Schedule II - Allocation of Net Assets Available for Benefits to Investment
Programs
October 31, 1996
<TABLE>
<CAPTION>
Contributions Net assets
Loans to Total Receivable available for
Investments Participants Investment employee employer Cash benefits
----------- ------------ ---------- -------- -------- ---- --------
<S>
Assets <C> <C> <C> <C> <C> <C> <C>
Investments:
Unallocated insurance contracts:
Guaranteed interest account ... $1,509,576 $ -- $1,509,576 $ -- $ -- $ 39,496 $ 1,549,072
Pooled separate accounts:
U.S. stock account ............ 77,065 -- 77,065 -- -- -- 77,065
Money market account .......... 230,895 -- 230,895 -- -- -- 230,895
Real estate account ........... 8,149 -- 8,149 -- -- -- 8,149
Private market bond and
mortgage account ............ 657,898 -- 657,898 -- -- -- 657,898
International stock account ... 139,810 -- 139,810 -- -- -- 139,810
Government securities account . 20,121 -- 20,121 -- -- -- 20,121
Stock index account ........... 1,992,973 -- 1,992,973 -- -- -- 1,992,973
Value stock account ........... 173,949 -- 173,949 -- -- -- 173,949
Small company stock account ... 117,725 -- 117,725 -- -- -- 117,725
Growth stock account .......... 202,225 -- 202,225 -- -- -- 202,225
Bond emphasis balanced account 24,118 -- 24,118 -- -- -- 24,118
Stock emphasis balanced account 33,298 -- 33,298 -- -- -- 33,298
Common Stock:
BioWhittaker, Inc. common stock 2,712,224 -- 2,712,224 -- 580 -- 2,712,804
Whittaker Corp. common stock .. 193,922 -- 193,922 -- -- -- 193,922
Unallocated to specific Plan
investment programs ......... -- 492,852 492,852 -- -- -- 492,852
Total .......................... $ 8,093,948 $ 492,852 $8,586,800 $ -- $580 $39,496 $ 8,626,876
========== ========= ========= ==== ==== ====== ===========
</TABLE>
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Schedule II - Allocation of Net Assets Available for Benefits to Investment
Programs
October 31, 1995
<TABLE>
<CAPTION>
Contributions Net assets
Loans to Total Receivable - available for
Investments Participants Investment employee employer Cash benefits
----------- ------------ ---------- -------- -------- ---- --------
<S>
Assets <C> <C> <C> <C> <C> <C> <C>
Investments:
Unallocated insurance contracts:
Guaranteed interest account... $1,462,997 $ -- $1,462,997 $ 7,090 $ -- $ 46,125 $ 1,516,212
Pooled separate accounts:
U.S. stock account ............ 10,112 -- 10,112 159 -- -- 10,271
Money market account .......... 103,773 -- 103,773 614 -- -- 104,387
Real estate account ........... 4,159 -- 4,159 108 -- -- 4,267
Private market bond and
mortgage account ............ 608,799 -- 608,799 2,719 -- -- 611,518
International stock account ... 89,527 -- 89,527 771 -- -- 90,298
Government securities account . 3,932 -- 3,932 132 -- -- 4,064
Stock index account ........... 1,571,253 -- 1,571,253 6,441 -- -- 1,577,694
Value stock account ........... 84,441 -- 84,441 556 -- -- 84,997
Small company stock account ... 96,755 -- 96,755 572 -- -- 97,327
Growth stock account .......... 110,864 -- 110,864 1,052 -- -- 111,916
Bond emphasis balanced account 2,331 -- 2,331 80 -- -- 2,411
Stock emphasis balanced account 13,302 -- 13,302 256 -- -- 13,558
Common Stock:
BioWhittaker, Inc. common stock 2,550,359 -- 2,550,359 4,893 14,438 -- 2,569,690
Whittaker Corp. common stock .. 295,641 -- 295,641 -- -- -- 295,641
Unallocated to specific Plan
investment programs ........ -- 490,506 490,506 -- -- -- 490,506
Total .......................... $ 7,008,245 $ 490,506 $ 7,498,751 $25,443 $14,438 $ 46,125 $ 7,584,757
========== ========= ========= ====== ======= ======= ===========
</TABLE>
10
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Schedule III - Allocation of Changes in Net Assets Available
for Benefits to the Investment Programs
Year ended October 31, 1996
Guaranteed Money
Interest U.S. Stock Market Real Estate
Account Account Account Account
------- ------- ------- -------
Additions
Investment income:
Interest on loans $ - $ - $ - $ -
Interest income 98,005 - 6,043 -
Net realized (loss)/gain
on sale of common stocks - - - -
------ ------ ------ -----
98,005 - 6,043 -
Contributions:
Employee 149,465 21,360 22,877 4,581
Employer - - - -
------- ------ ------ -----
149,465 21,360 22,877 4,581
Transfer from Clonetics merger 3,761 3,849 44,367 -
Total additions 251,231 25,209 73,287 4,581
------- ------ ------ -----
Deductions
Benefit payments 146,281 5,509 239,777 165
Administrative expenses 631 3 128 1
----- ----- ------ ----
Total deductions 146,912 5,512 239,905 166
Net unrealized (depreciation)/
appreciation in fair value
of investments (1,175) 8,523 - 537
Interfund transfers (70,284) 38,574 293,126 (1,070)
------ ------ ------- ------
Net increase /(decrease) 32,860 66,794 126,508 3,882
Net assets available for
benefits at beginning of year 1,516,212 10,271 104,387 4,267
--------- ------ ------- -----
Net assets available for benefits
at end of year $1,549,072 $ 77,065 $230,895 $ 8,149
========= ======== ======== =======
* Amount included in unallocated to specific Plan investment programs since
investment in Whittaker Corporation common stock is not an investment option.
11a
<PAGE>
Private Market
Bond and International Government Stock
Mortgage Stock Securities Index
Account Account Account Account
Additions ------- ------- ------- -------
Investment income:
Interest on loans $ - $ - $ - $ -
Interest income - - - -
Net realized (loss)/gain
on sale of common stocks - - - -
------ ----- ------ -----
Contributions: - - - -
Employee 66,806 24,780 11,075 154,413
Employer - - - -
------ ------ ------ -------
66,806 24,780 11,075 154,413
Transfer from Clonetics merger 8,836 6,816 8,836 34,280
Total additions 75,642 31,596 19,911 188,693
------ ------ ------ -------
Deductions
Benefit payments 49,083 3,900 619 102,665
Administrative expenses 93 13 - 244
------ ----- ------- -------
Total deductions 49,176 3,913 619 102,909
------ ----- --- -------
Net unrealized (depreciation)/
appreciation in fair value
of investments 38,498 20,714 1,006 373,189
Interfund transfers (18,584) 1,115 (4,241) (43,694)
------- ----- ------ -------
Net increase/(decrease) 46,380 49,512 16,057 415,279
Net assets available for
benefits at beginning of year 611,518 90,298 4,064 1,577,694
------- ------ ----- ---------
Net assets available for
benefits at end of year $ 657,898 $ 139,810 $ 20,121 $ 1,992,973
======== ========= ========= ==========
11b
<PAGE>
Bond
Value Small Company Growth Emphasis
Stock Stock Stock Balanced
Account Account Account Account
------- ------- ------- -------
Additions
Investment income:
Interest on loans $ - $ - $ - $ -
Interest income - - - -
Net realized (loss)/gain - - - -
on sale of common stocks ------ ----- ----- -----
- - - -
Contributions:
Employee 32,032 29,832 43,194 14,552
Employer - - - -
------ ------ ------ ------
32,032 29,832 43,194 14,552
Transfer from Clonetics merger 3,849 7,264 4,297 9,089
----- ----- ----- -----
Total additions 35,881 37,096 47,491 23,641
------ ------ ------ ------
Deductions
Benefit payments 1,598 10,981 6,640 1,054
Administrative expenses 11 18 30 -
----- ------ ----- -----
Total deductions 1,609 10,999 6,670 1,054
----- ------ ----- -----
Net unrealized (depreciation)/
appreciation in fair value
of investments 20,366 18,207 30,197 1,199
Interfund transfers 34,314 (23,906) 19,291 (2,079)
------ ------- ------ ------
Net increase /(decrease) 88,952 20,398 90,309 21,707
Net assets available for
benefits at beginning of year 84,997 97,327 111,916 2,411
------ ------ ------- -----
Net assets available for benefits
at end of year $ 173,949 $117,725 $202,225 $ 24,118
========= ======== ======== ========
11c
<PAGE>
Stock BioWhittaker, Unallocated
Emphasis Common to specific Plan
Balanced Stock Investment
Account Account programs Total
------- ------- -------------- ------
Additions
Investment income:
Interest on loans $ - $ - $ 40,781 $ 40,781
Interest income - - - 104,048
Net realized (loss)/gain
on sale of common stocks - (1,945) 28,307* 26,362
----- ------ ------ ------
- (1,945) 69,088 171,191
Contributions:
Employee 12,439 122,400 - 709,806
Employer - 388,116 - 388,116
------ ------- ----- -------
12,439 510,516 - 1,097,922
Transfer from Clonetics merger 3,415 - - 138,659
Total additions 15,854 508,571 69,088 1,407,772
------ ------- ------ ---------
Deductions
Benefit payments 130 27,822 21,588 617,812
Administrative expenses - 3,944 474 5,590
----- ----- ------ -----
Total deductions 130 31,766 22,062 623,402
===== ====== ====== =======
Net unrealized (depreciation)/
appreciation in fair value
of investments 3,308 (142,921) (113,899) 257,749
Interfund transfers 708 (190,770) (32,500) -
------ -------- ------- --------
Net increase /(decrease) 19,740 143,114 (99,373) 1,042,119
Net assets available for
benefits at beginning of year 13,558 2,569,690 786,147 7,584,757
------ --------- ------- ---------
Net assets available for
benefits at end of year $ 33,298 $ 2,712,804 $ 686,774 $ 8,626,876
======== =========== ========== ===========
11d
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Schedule III - Allocation of Changes in Net Assets Available
for Benefits to the Investment Programs
Year ended October 31, 1995
Guaranteed Money
Interest U.S. Stock Market Real Estate
Account Account Account Account
------- ------- ------- -------
Additions
Investment income:
Interest on loans $ - $ - $ - $ -
Interest income 94,458 - 4,730 -
Net realized (loss)/gain
on sale of common stocks - - - -
------ ------ ------ -----
94,458 - 4,730 -
Contributions:
Employee 208,054 4,388 25,989 2,981
------- ----- ------ -----
Employer - - - -
------- ------ ------ -----
208,054 4,388 30,719 2,981
Total additions 302,512 4,388 25,989 2,981
------- ----- ------ -----
Deductions
Benefit payments 167,519 - 211,270 -
Administrative expenses 396 - 21 -
--- ----- ------ -----
Total deductions 167,915 - 211,291 -
======= ====== ======= ====
Net unrealized (depreciation)/
appreciation in fair value
of investments - 1,067 - 147
Interfund transfers (53,017) 3,799 235,400 1,067
------- ------ ------- ------
Net increase /(decrease) 81,580 9,254 54,828 4,195
Net assets available for
benefits at beginning of year 1,434,632 1,017 49,559 72
--------- ------ ------- -----
Net assets available for
benefits at end of year $1,516,212 $ 10,271 $104,387 $ 4,267
========== ======== ======== =======
* Amount included in unallocated to specific Plan investment programs since
investment in Whittaker Corporation common stock is not an investment option.
12a
<PAGE>
Private Market
Bond and International Government Stock
Mortgage Stock Securities Index
Account Account Account Account
Additions ------- ------- ------- -------
Investment income:
Interest on loans $ - $ - $ - $ -
Interest income - - - -
Net realized (loss)/gain
on sale of common stocks - - - -
----- ------ ------ ------
- - - -
Contributions:
Employee 72,138 21,022 3,642 170,996
Employer - - - -
------ ------ ------ -------
72,138 21,022 3,642 170,996
Total additions 72,138 21,022 3,642 170,996
------ ------ ----- -------
Deductions
Benefit payments 55,493 3,098 - 101,257
Administrative expenses 62 - - 99
------ ----- ------- -------
Total deductions 55,555 3,098 - 101,356
Net unrealized (depreciation)/
appreciation in fair value
of investments 81,335 3,921 209 329,774
Interfund transfers (4,059) 23,721 111 (75,385)
------- ----- ------ -------
Net increase/(decrease) 93,859 45,566 3,962 324,029
Net assets available for
benefits at beginning of year 517,659 44,732 102 1,253,665
------- ------ ----- ---------
Net assets available for
benefits at end of year $ 611,518 $ 90,298 $ 4,064 $ 1,577,694
======== ======== ======= ==========
12b
<PAGE>
Bond
Value Small Company Growth Emphasis
Stock Stock Stock Balanced
Account Account Account Account
------- ------- ------- -------
Additions
Investment income:
Interest on loans $ - $ - $ - $ -
Interest income - - - -
Net realized (loss)/gain
on sale of common stocks - - - -
----- ----- ----- -----
Contributions: - - - -
Employee 15,084 15,769 29,183 2,205
Employer - - - -
------ ------ ------ ------
15,084 15,769 29,183 2,205
Total additions 15,084 15,769 29,183 2,205
------ ------ ------ -----
Deductions
Benefit payments 195 404 1,511 569
Administrative expenses - - - -
----- ------ ----- -----
Total deductions 195 404 1,511 569
===== ====== ===== =====
Net unrealized (depreciation)/
appreciation in fair value
of investments 14,089 13,923 20,362 154
Interfund transfers 22,647 27,538 18,471 585
------ ------- ------ ------
Net increase /(decrease) 51,625 56,826 66,505 2,375
Net assets available for
benefits at beginning of year 33,372 40,501 45,411 36
------ ------ ------ ------
Net assets available for benefits
at end of year $ 84,997 $ 97,327 $111,916 $ 2,411
========= ======== ======== ========
12c
<PAGE>
Stock BioWhittaker, Unallocated
Emphasis Common to specific Plan
Balanced Stock Investment
Account Account programs Total
------- ------- -------------- ------
Additions
Investment income:
Interest on loans $ - $ - $ 32,565 $ 32,565
Interest income - - - 99,188
Net realized (loss)/gain
on sale of common stocks - (4,047) 24,846* 20,799
----- ------ ------ ------
- (4,047) 57,411 152,552
Contributions:
Employee 6,813 130,255 - 708,519
Employer - 385,734 - 385,734
------ ------- ----- -------
6,813 515,989 - 1,094,253
Total additions 6,813 511,942 57,411 1,246,805
----- ------- ------ ---------
Deductions
Benefit payments - 14,312 22,199 577,827
Administrative expenses - 2,925 292 3,795
----- ----- ------ -----
Total deductions - 17,237 22,491 581,622
----- ------ ------ -------
Net unrealized (depreciation)/
appreciation in fair value
of investments 1,005 114,035 8,239 588,260
Interfund transfers 3,411 (168,760) (35,529) -
------ -------- ------- --------
Net increase /(decrease) 11,229 439,980 7,630 1,253,443
Net assets available for
benefits at beginning of year 2,329 2,129,710 778,517 6,331,314
------ --------- ------- ---------
Net assets available for
benefits at end of year $ 13,558 $ 2,569,690 $ 786,147 $ 7,584,757
======== =========== ========== ===========
12d
<PAGE>
Supplemental Schedules
13
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Line 27a--Assets Held For Investment Purposes
October 31, 1996
Identity of Party and Description of Investment
Including Maturity Date, Fair Rate of Interest, Fair
Collateral, Par of Maturity Value Cost* Value
- --------------------------------------------------- ----- -----
Principal Mutual Life Insurance Company
Unallocated insurance contracts:
Guaranteed interest accounts:
3 year interest deposit - maturity date
10/31/96 at 5.83%-5.90% $ 86,750 $ 86,750
5 year interest deposit - maturity date
10/31/96 at 7.61%-7.95% 484,630 484,630
3 year interest deposit - maturity date
10/31/97 at 6.88%-7.10% 436,561 436,561
5 year interest deposit - maturity date
10/31/97 at 5.35%-5.62% 86,409 86,075
3 year interest deposit - maturity date
10/31/98 at 5.35%-5.88% 125,086 124,619
5 year interest deposit - maturity date
10/31/98 at 6.56% 81,454 81,448
5 year interest deposit - maturity date
10/31/99 at 6.97%-7.75% 117,593 117,590
5 year interest deposit - maturity date
10/31/00 at 5.93% 92,268 91,903
------ ------
1,510,751 1,509,576
Principal Mutual Life Insurance Company
Pooled separate accounts:
U.S. stock account 68,475 77,065
Money market account 228,423 230,895
Real Estate account 7,538 8,149
Private market bond & mortgage account 520,555 657,898
International stock account 117,336 139,810
Government securities account 19,210 20,121
Stock index account 1,255,992 1,992,973
Value stock account 139,992 173,949
Small company stock account 101,786 117,725
Growth stock account 158,089 202,225
Bond emphasis balanced account 23,122 24,118
Stock emphasis balanced account 29,179 33,298
------ ------
2,669,697 3,678,226
BioWhittaker, Inc. Common stock 380,663 shares 3,485,745 2,712,224
Whittaker Corporation Common stock 13,729 shares 150,835 193,922
Loans to participants Interest rates range from
7.00% to 11.50% due 03/06/97
through 05/29/08 492,852 492,852
------- -------
$8,309,880 $8,586,800
========== ==========
* Principal Mutual Life Insurance Company maintains its records on a contract
and fair value basis respectively; therefore, cost basis information is not
available but has been estimated by the insurance company.
14
<PAGE>
BioWhittaker, Inc. Savings and Stock Investment Plan
Line 27d--Reportable Transactions
Year ended October 31, 1996
Category (iii) - Series of security transactions in excess of 5% of plan net
- --------------------------------------------------------------------------------
assets - Sales:
- ---------------
Total Fair Value
Identity of Party and Number of Selling Cost of of Asset on Net
Description of Assets Sales Price Asset Transaction Date Gain
- --------------------- ----- ----- ----- ---------------- ----
Principal Mutual Life Insurance Company
Money Market Account 65 $454,634 $449,749 $454,634 $4,885
Guaranteed Interest
Account 80 300,766 300,766
Stock Index 45 230,544 150,655 230,544 79,889
Account
Category (iii) - Series of security transactions in excess of 5% of plan net
- --------------------------------------------------------------------------------
assets - Purchases:
- -------------------
Total Fair Value
Identity of Party and Number of Purchase of Asset on
Description of Assets Purchases Price Transaction Date
- --------------------- --------- ------- ----------------
Principal Mutual Life Insurance Company
Money Market Account 53 $575,712 $575,712
Guaranteed Interest
Account 32 250,515 250,515
Stock Index 39 279,075 279,075
Account
There were no category (i), (ii) or (iv) reportable transactions for the year
ended October 31, 1996.
