-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oa7rNaLn7+BrNP+/hZ6EtuYO333nF/um01gUk5tusNTYUNF5kSUoh6pvlxwzpcxu Ctqv0pgS8Sy/rqh+frD0lQ== 0000898430-98-001334.txt : 19980407 0000898430-98-001334.hdr.sgml : 19980407 ACCESSION NUMBER: 0000898430-98-001334 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980406 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITTAKER CORP CENTRAL INDEX KEY: 0000106945 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 954033076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-05407 FILM NUMBER: 98588179 BUSINESS ADDRESS: STREET 1: 1955 NORTH SURVEYOR AVENUE CITY: SIMI VALLEY STATE: CA ZIP: 93063-3388 BUSINESS PHONE: 8055265700 MAIL ADDRESS: STREET 1: 1955 NORTH SURVEYOR AVENUE CITY: SIMI VALLEY STATE: CA ZIP: 93063-3388 8-K/A 1 FORM 8-K/A (1-30-98) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) JANUARY 30, 1998 WHITTAKER CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 0-20609 95-4033076 (Commission File Number) (I.R.S. Employer Identification No.) 1955 N. SURVEYOR AVENUE, SIMI VALLEY, CA 93063 (Address of Principal Executive Offices) (805) 526-5700 (Registrant's Telephone Number, Including Area Code) This Form 8-K/A adds Item 2 in lieu of Item 5 of that certain Form 8-K dated February 2, 1998 (as filed on February 3, 1998) (the "Original Form 8-K") and adds Item 7 to the Original Form 8-K by including the financial statements identified below. ITEM 2. As previously announced, the Registrant completed of the sale of its Whittaker Xyplex, Inc. subsidiary on January 30, 1998 to MRV Communications, Inc., which is unaffiliated with the Registrant. A copy of the press release dated February 2, 1998 which describes this transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (B) PRO FORMA FINANCIAL INFORMATION In connection with the disposition of Whittaker Xyplex, Inc. described in Item 5 of the Original Form 8-K and Item 2 above, attached is the pro forma financial information of the Registrant required pursuant to Article 11 of Regulation S-X consisting of a pro forma condensed balance sheet, pro forma condensed statements of operations and accompanying explanatory notes. (C) EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Press Release, dated February 2, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WHITTAKER CORPORATION By: /s/ Lynne M. O. Brickner ---------------------------------- Lynne M. O. Brickner Vice President and General Counsel Dated: April 6, 1998 2 PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following pro forma financial information should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended October 31, 1997 and the Company's Interim Report on Form 10-Q for the quarter ended January 31, 1998. The following unaudited Pro Forma Consolidated Statements of Operations for the three months ended January 31, 1998 and the year ended October 31, 1997 and the Pro Forma Consolidated Balance Sheets as of January 31, 1998 and as of October 31, 1997 have been prepared giving effect to the repayment of a portion of the Company's outstanding debt under its bank credit agreement using a portion of the proceeds received by the Company upon the sale of Whittaker Xyplex, Inc. to MRV Communications, Inc. The Pro Forma Consolidated Statements of Operations for the three months ended January 31, 1998 and for the year ended October 31, 1997 were prepared as if the repayment of debt had occurred at the beginning of the period being presented. The Pro Forma Consolidated Balance Sheets as of January 31, 1998 and as of October 31, 1997 were prepared as if the repayment of debt had occurred at January 31, 1998 and October 31, 1997, respectively. 3 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars in thousands except for per share amounts)
Three Months Ended January 31, 1998 For the year ended October 31, 1997 --------------------------------------- ------------------------------------ Actual Adjustments Pro Forma Actual Adjustments Pro Forma -------- ----------- --------- -------- ----------- --------- Sales $31,799 $ $31,799 $ 95,133 $ $ 95,133 Costs and expenses Cost of Sales 18,689 18,689 67,308 67,308 Engineering, selling, general and administrative 7,612 7,612 27,947 27,947 ------- ------- ------- -------- ------- -------- Operating profit (loss) 5,498 5,498 (122) (122) Interest expense 4,688 (1,088)(A) 3,600 17,843 (3,693)(A) 14,150 Writedown of asset held for sale or development - - 15,677 15,677 Other expense 482 482 3,495 3,495 ------- ------- ------- -------- ------- -------- Income (loss) from continuing operations before provision (benefit) for taxes 328 1,088 1,416 (37,137) 3,693 (33,444) Provision (benefit) for taxes (B) 6 6 (4,207) (4,207) ------- ------- ------- -------- ------- -------- Income (loss) from continuing operations $ 322 $ 1,088 $ 1,410 $(32,930) $ 3,693 $(29,237) ======= ======= ======= ======== ======= ======== Shares used to compute basic earnings (loss) per share (in thousands) 11,205 11,205 11,144 11,144 ======= ======= ======== ======== Shares used to compute diluted earnings (loss) per share (in thousands) 11,456 11,456 11,144 11,144 ======= ======= ======== ======== Basic earnings (loss) per share $ 0.03 $ 0.13 $ (2.95) $ (2.62) ======= ======= ======== ======== Diluted earnings (loss) per share $ 0.03 $ 0.12 $ (2.95) $ (2.62) ======= ======= ======== ========
4 NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (A) Represents the reduction in interest expense to reflect the repayment of a portion of the Company's borrowings under its bank credit facility. See Note A to Notes to Pro Forma Consolidated Balance Sheet. (B) The reduction of interest expense for the three months ended January 31, 1998 and for the year ended October 31, 1997 reduced the Company's operating losses before taxes. However, such reductions did not affect the Company's provision for taxes because the Company has a full valuation allowance against its net tax benefits. 5 PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited) (Dollars in thousands)
As of January 31, 1998 ----------------------------------------------------- Actual Adjustments Pro Forma -------- ----------- ---------- Cash $ 37,550 $(34,467)(A) $ 3,083 Receivables 24,597 24,597 Inventories 38,194 38,194 Other current assets 1,349 1,349 Deferred and recoverable income taxes 14,529 14,529 -------- -------- -------- Total Current Assets 116,219 $(34,467) 81,752 -------- -------- -------- Property and equipment, at cost 31,850 31,850 Less accumulated depreciation (22,060) (22,060) -------- -------- Net Property and Equipment 9,790 9,790 -------- -------- Goodwill and other intangibles, net 15,012 15,012 Notes and other noncurrent assets 12,461 12,461 Assets held for sale or development 15,214 15,214 -------- -------- -------- Total Assets $168,696 $(34,467) $134,229 ======== ======== ======== Current maturities of long-term debt $127,313 $(34,467)(A) $ 92,846 Accounts payable 10,126 10,126 Accrued liabilities 25,876 25,876 -------- -------- -------- Total Current Liabilities 163,315 (34,467) 128,848 -------- -------- -------- Long-term debt 91 91 Other noncurrent liabilities 12,174 12,174 Deferred income taxes 13,432 13,432 Preferred stock 1 1 Common stock 112 112 Additional paid-in capital 72,041 72,041 Retained earnings (deficit) (92,470) (92,470) -------- -------- Total Stockholders' Equity (Deficit) (20,316) (20,316) -------- -------- Total Liabilities and Stockholders' Equity $168,696 $(34,467) $134,229 ======== ========= ========
6 NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET (A) Represents the repayment of a portion of the Company's borrowings under its bank credit facility as follows : Term Loan $31,860 Revolver loan 2,607 ------- $34,467 =======
7 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated February 2, 1998. 8 EX-99.1 2 PRESS RELEASE, DATED FEBRUARY 2, 1998 Exhibit 99.1 [LETTERHEAD OF WHITTAKER] NEWS RELEASE WHITTAKER CORPORATION ANNOUNCES COMPLETION OF THE SALE OF WHITTAKER XYPLEX, INC. SIMI VALLEY, CA, JANUARY 30, 1998 -- Whittaker Corporation (NYSE: WKR) today announced the completion of the sale of Whittaker Xyplex, Inc. to MRV Communications, Inc., for $35,000,000 in cash plus warrants to purchase 421,402 shares of common stock of MRV. Under the terms of its agreement with MRV, Whittaker shall be entitled to receive warrants to purchase an additional 78,598 shares of common stock of MRV upon Whittaker's timely performance of certain covenants. The net proceeds from the sale will be used to reduce Whittaker's bank debt. Statements made herein that are not based on historical fact are "forward looking statements" within the meaning of the Private Litigation Reform Act of 1995. Actual results could differ from these forward looking statements for many reasons including failure to retain customers or to attract new customers, development of competing products, and delays in developing new products and markets. Whittaker Corporation develops innovative fluid control and fire safety systems for aerospace and industrial applications and turnkey data networking solutions for hospitals and other enterprises. For additional information on Whittaker, contact the Internet Home Page at http://www.wkr.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----