Quick scan of Whittaker 8k's
12/16/97 Whittaker 8k
During the fourth quarter of 1997, the Company decided to sell its
Xyplex Networks unit and, on September 30, 1997, the Company sold its defense
electronics unit to Condor Systems, Inc. These units are included as
discontinued operations in the Company's financial statements for the current
and past periods. The Company's decision to sell these units implemented the
Company's previously announced strategy to reduce debt and to explore
strategic options. Proceeds from the sale of the defense electronics unit
were used to reduce bank debt. The decision to sell Xyplex Networks followed
the Company's evaluation of its core strengths in the aerospace industry.
Thus, the Company's financial statements for fiscal 1997 and the fourth
quarter of 1997 report the operating results and balance sheet items of its
discontinued operations separately from its continuing operations.
6/24/96 8k/a
Xyplex, Inc. (the "Company" or "Xyplex") designs, manufactures, markets and
supports data networks. On October 7, 1994, Xyplex was acquired by Raytheon
Company ("Raytheon") for total consideration of $186,000,000. Pursuant to
the purchase method of accounting, the assets and liabilities acquired by
Raytheon were revalued to their fair value. The excess of the purchase
price over the fair value of the net assets acquired was approximately
$125,000,000 and accordingly, goodwill and the parent company investment
were increased by $125,000,000. Effective on the close of business on April
9, 1996, Xyplex was acquired by Whittaker Corporation.
The accompanying historical financial statements present the Company's
results of operations and its financial condition as a stand alone entity
through October 7, 1994 and as a wholly-owned subsidiary of Raytheon
thereafter. Interest expense associated with Raytheon's general corporate
debt has not been allocated to the Company's financial statements. Certain
costs and expenses presented in the financial statements represent
intercompany allocations and management's estimates of the costs of
services provided to the Company by Raytheon. (See Note 2 for further
discussion of allocations.) Additionally, as discussed in further detail
below, Xyplex earned interest income primarily on its intercompany
receivable from Raytheon based on an agreed-upon rate. As a result of these
factors, the financial statements presented may not be indicative of the
results that would have been achieved had the Company operated as a non-
affiliated entity.
The Company has had transactions in the normal course of business with
Raytheon and its subsidiaries. Revenues from these transactions, totaling
$1,172,000 in 1995 and $128,000 in 1994, are in accordance with Xyplex's
normal terms and conditions. The remaining receivables from these
transactions with Raytheon are included in trade accounts receivable and
totaled $458,000 and $28,000 as of December 31, 1995 and 1994,
respectively.
Additionally, Xyplex transferred a substantial amount of its cash and
investments to Raytheon upon the acquisition date and has subsequently
participated in the Raytheon cash management program. All of this cash
management activity is recorded in the receivable from parent company
account. Intercompany activity also includes allocations of corporate
expenses, state and federal income tax payments and credits, and interest
earned on the intercompany receivable balance itself. Interest is earned on
the intercompany receivable balance at a rate of 6.25% in 1995 and 5% in
1994 and totaled approximately $2,238,000 in 1995 and $212,000 in 1994.
5/29/96 8k
" Whittaker Xyplex
contributed $14,209,000 in sale in the quarter, $29,519,000 for the first six
months.
4/26/95 8k
ACQUISITION OR DISPOSITION OF ASSETS
(a) Pursuant to a Stock Purchase Agreement dated as of March 2, 1996, by and
between Whittaker Corporation (the "Registrant") and Raytheon Company
("Raytheon"), the Registrant acquired all of the issued and outstanding
common stock (the "Shares") of Xyplex, Inc. ("Xyplex"), a wholly-owned
subsidiary of Raytheon, for consideration consisting of (i)
$67,287,016.71 in cash, to be increased or decreased to the extent that
as of April 10, 1995 the net amount of working capital of Xyplex is
greater than or less than $12,625,000, as the case may be; and (ii)
1,974,333 shares of common stock of the Registrant. The transaction
closed on April 10, 1996.
PS: Data Broadcasting announces MRV commun to buy Whittaker-Xyplex outstanding capital stk for $35m
The PR is worth the money and it couldn't come at a better time. IMHO
John |
