Whittaker Corporation History

Company Perspectives:

Through subsidiary Whittaker, Meggitt strives to consistently increase shareholder value by providing technically superior products in its Aerospace Equipment business segment.

Key Dates:

1947:

William R. Whittaker begins the manufacture of aircraft valves.

1956:

Whittaker's firm merges with a computer software company and adopts the name Telecomputing Corporation.

1969:

By now, the firm is operating under the name Whittaker Corporation and sales have reached $753.4 million.

1970:

Joseph F. Alibrandi is named president and begins restructuring the firm.

1989:

After a brief stint in the healthcare industry, Whittaker reorganizes and is focused on chemicals and its aerospace operations.

1991:

The company sells its biotechnology business.

1995:

Hughes LAN Systems Inc. is acquired and renamed Whittaker Communications Inc.

1996:

Xyplex Inc. is purchased and merged with Whittaker Communications.

1997:

In a major restructuring, Whittaker sells its communications interests and its defense electronics division.

1999:

Meggitt Plc acquires Whittaker.

Company History:

Whittaker Corporation, once a $2 billion conglomerate, operates as the parent company of Whittaker Controls Inc. and is a subsidiary of Meggitt plc. As part of the U.K.-based aerospace concern, Whittaker stands as a leading designer and manufacturer of fluid control devices and systems for commercial and military aircraft. Its products are also used in a variety of industrial applications. Whittaker's major customers include Boeing, Airbus, General Electric, Rolls Royce, and Pratt & Whitney.

Origins

In 1947, engineer William R. Whittaker borrowed $4,800 to begin the manufacture of aircraft valves. Later he broadened the product line through an acquisition to include the production of guidance instruments. In 1956, the company merged with one of the first computer software companies and the newly formed company assumed the name of one partner--the Telecomputing Corporation. Despite the reorganization, William R. Whittaker remained the top executive and principal shareholder of the company.

The further acquisitions of Monrovia Aviation Corporation and Narmco Industries allowed the company to enter into the manufacture of metal and non-metal materials. This shift in product orientation is attributed to Whittaker's desire to diversify away from its dependence on U.S. military contracts. Although the company had grown into a $60 million manufacturer of aerospace components, it remained vulnerable to trends in defense industry expenditures. In addition to the acquisitions, Whittaker's growth strategy included implementing cost control measures and performance records. The company now adopted the name of its founder and became the Whittaker Corporation.

Growth Through Acquisition: 1960s

To guide the company through this period of reorientation and growth, William Whittaker looked for a new president. He found his ideal executive in 1964 in the person of William Meng Duke, a Ph.D. in engineering from UCLA. Duke's previous management positions included serving as senior vice-president at Los Angeles' Space Technology Laboratories and as head of International Telephone & Telegraph Corporation's U.S. Defense Group. Duke possessed both an impressive amount of scientific knowledge as well as a talent for business, and his leadership potential seemed well matched to Whittaker's goals. As the company founder moved up to the position of chairman, Duke attempted to prove his business acumen.

In the next five years, through an aggressive and expansive program of acquisition, Whittaker grew from an obscure Los Angeles-based company to a complex of 80 diverse companies with a total annual sales of $753.4 million in 1969. Although Whittaker's business ranged from manufacturing pleasure boats to industrial chemicals, Duke did not consider his company a conglomerate. According to Duke, 70 percent of Whittaker's products remained related to some aspect of the integrated manufacture of metal and non-metal materials. Whether in processing alloys, chemicals, or ceramics, Duke claimed his company could produce not only a variety of materials but also could construct a product tailored to a customer's particular needs.

Wall Street analysts observed the spectacular rise in Whittaker's stock price. From less than $1 a share in 1964, the stock price rose to $46 a share in 1967. Despite such growth, however, a number of problems began to surface. As late as 1967 nearly one-third of Whittaker's business remained tied to military contracts. In particular, $30 million in volume was generated from products, such as helicopter blades, used in Vietnam. Moreover, the management of such a wide variety of businesses became troublesome. At the Columbus-Milpar subsidiary, for example, an undetected problem in inventory build-up and quality control caused a major profit loss. Finally, the number of acquisitions made by the company had put tremendous financial strain on Whittaker's resources.

Restructuring Under the Leadership of Alibrandi: 1970s

By 1970, the company was operating on a $332 million debt. Stock prices dropped to $6 a share. To remedy the situation, Joseph F. Alibrandi, a 41-year-old executive from the missile's systems divisions at the Raytheon Company, assumed the position of president. Alibrandi took immediate action by selling nearly a quarter of the 135 acquisitions. The company's net income rose and long-term debt was significantly reduced. While these improvements brought tangible results, a number of surprise setbacks illustrated the types of difficulties facing the new top executive. One setback involved the attempted sale of the Crown Aluminum subsidiary. A $6 million inventory shortage canceled the sale and forced Whittaker into the embarrassing situation of regaining control of the subsidiary. Another problem surfaced when Whittaker's housing subsidiaries falsely anticipated a $2.8 million profit.

Despite these setbacks, Alibrandi continued his five-year program to restructure the company. Strict financial and organization guidelines were mandated to all levels of operation. The assiduous young executive was soon promoted to chief executive officer. The son of Italian immigrants, Alibrandi exhibited shrewd leadership skills while refusing the many perks associated with his high-level position. Of the 50 remaining businesses at Whittaker, Alibrandi planned to concentrate on five areas of growth, including technology, industrial chemicals, recreational products, transportation, and metals. These distinct areas were eventually absorbed into wholly-owned divisions.

By 1976, Wall Street analysts once again looked favorably on Whittaker's performance record. A welcomed increase to Whittaker's business came with a $100 million contract from Saudi Arabia to establish a health care program. Alibrandi had made prior contacts with the Saudis during his employment at Raytheon, and he had also managed the Hawk missile installation project. Using these former contacts, Alibrandi proposed the health care management contract to the Saudi Arabian ministry of defense.

In the marine division, the company constructed a line of recreational yachts. The Columbia division manufactured luxury sailing yachts requiring costly hand labor. Although these boats were sold at high prices, the division reported a $5.6 million loss. While many criticized Alibrandi for investing in an area of business that did not fit well with Whittaker's other operations, the president defended the division as a future profit maker.

Although the original five-year plan actually required seven, by 1977 the company reported two consecutive years of earnings growth. This achievement occurred despite major obstacles in two areas of business. A hydraulic device plant in France experienced difficult labor problems, and a freight-car manufacturing operation depleted its order backlog. Whittaker's greatest source of profits emerged from the life sciences group. The renewed Saudi Arabian contract contributed $150 million over the next two years, and products developed out of cancer research generated approximately $1 million.

As Whittaker's product lines continued to strengthen their performance, the metal division emerged as the company's largest operation. Moving into a highly diversified business of metal products, the group generated 42 percent of total sales in 1978. Included in this division was the manufacture of railroad freights, which now held a backlog of orders worth $200 million. The technology division volume, comprised of the hydraulic equipment business and the aerospace component operation, increased due to a growing demand for products. In the marine division, Whittaker became one of the largest producers of commercial fishing vessels and recreational boats.

Despite these gains, Alibrandi's major business thrust remained in the life sciences and chemical groups. Through the Saudi contract Whittaker was now the United States' largest healthcare service supplier to a foreign country. A $10 million contract to build a hospital in Abu Dhabi increased Whittaker's overseas presence. To augment growth, Alibrandi planned future expansion in the areas of biomedical testing, healthcare management consulting, and specialty chemicals. By 1980, five new chemical companies joined the division. In addition, Alibrandi sold the less profitable chemical operations and hired a new group of executives.

Focusing on Health Care: Early 1980s

In 1981, Alibrandi announced a strengthened commitment to health care. In an effort to alleviate the company's dependence on the cyclical markets of chemicals, metals, and marine vessels, Alibrandi planned to make health care Whittaker's major line of business. Through a number of acquisitions the president and chief executive officer hoped to construct an integrated hospital supply and management company.

Even as the company experienced disappointments over the next several years, Alibrandi continued to expand the company's orientation toward health care. Several successful acquisitions reported less impressive performance records than was anticipated, and two attempted acquisitions failed. Even more disturbing was the fact that the Saudi Arabian contract was awarded to a competitor. Despite these setbacks, Alibrandi invested $100 million in building a nation-wide network of Health Maintenance Organizations (HMO's), an investment, it is said, that he hoped would become the foundation of Whittaker's business. The first of these HMO's was purchased in Norfolk, Virginia, and Alibrandi hoped to acquire ten similar organizations by the end of 1985.

Although Health Maintenance Organizations represented Whittaker's new market strategy, the pursuit of growth through specialty chemicals and aerospace equipment was not abandoned: between 1985 and 1986, Whittaker acquired five additional chemical subsidiaries and five defense electronic and aerospace subsidiaries. Ranging from manufacturers of enamel stripping to producers of coil coating, these new businesses attempted to strengthen Whittaker's diversified technologies

Shifting Market Direction: Late 1980s-90s

A surprising turn of events in the late 1980s significantly changed Whittaker's business orientation. The company suddenly announced it was selling its HMO businesses to the Travelers Corporation. Although Alibrandi claimed he never planned to remain in the health maintenance field on his own, analysts attributed the abrupt shift to cost overruns. Critics accused the company of lacking a stable product line. Furthermore, the hospital supply business reported disappointing figures, the chemical division continued to suffer from cyclical markets, and the aerospace operations remained subject to trends in defense spending.

Whittaker continued shifting market orientations, and the company decided to sell all of its health care and metal production businesses and concentrate on chemicals. Wall Street analysts applauded this decision as an attempt to regain a company focus. The purchase of Du Pont's adhesive business, for example, increased Whittaker's sale of adhesives to 25 percent of total sales in chemicals. The company also announced it would buy back 6 million of its 12.8 million outstanding shares. While some analysts viewed this action as a protective move by management to defend against a possible takeover attempt, other analysts interpreted the stock repurchase as indicative of an attempt to attract a potential suitor. While Whittaker maintained it was not a takeover target, the company's precise business orientation still remained in question.

Indeed, Whittaker made further changes in its focus as a company throughout the 1990s. Continuing with its divestiture program of 1989, the company spun off its biotechnology business and also sold off a slew of chemical-related companies, proving that its emphasis on this segment was short-lived. By the time Alibrandi retired in 1994, Whittaker had been whittled down to a $126 million-per-year aerospace and defense electronics company.

Thomas Brancati, the company's president and chief operating officer, took over the helm and once again began expansion efforts. Eyeing the burgeoning communications industry as Whittaker's next target, Brancati acquired Hughes LAN Systems Inc. in 1995 and renamed it Whittaker Communications Inc., creating a new subsidiary focused on data networking and communications. Then, in 1996, the firm created Xyplex Networks by purchasing network access firm Xyplex Inc. and merging it with Whittaker Communications.

A 1997 Forbes article commented on Brancati's strategy, claiming that his idea "was to give Whittaker exposure to two booming markets--aerospace parts and high-tech communications networks--with the latter cushioning the company against defense spending cutbacks." The strategy however, proved unsuccessful as the firm posted significant losses. Brancati was replaced in September 1996 by Alibrandi, who came out of retirement to get the firm back on track.

Alibrandi began trimming Whittaker's holdings once again and in 1997, the firm sold its defense electronics division to Condor Systems Inc. The company also divested its communications business along with its integration services unit. With 1998 sales of $131.5 million, Whittaker's operations had been pared back to focus solely on aerospace related products and applications.

Whittaker Is Acquired: 1999

In 1999, Whittaker became involved in merger discussions with Meggitt Plc, a UK-based company involved in the aerospace and defense industries. In June 1999, Whittaker announced that it would be acquired by Meggitt for $28 per share, or $380 million. Alibrandi commented in a June 1999 press release that the company believed "that this combination is in the best interests of Whittaker's stockholders and creates an excellent opportunity to leverage the significant aerospace strengths of both companies."

Whittaker entered the new millennium as part of Meggitt's aerospace equipment division. Meggitt, which had been restructuring over the past several years to position itself as a leading aerospace and defense company, felt confident that Whittaker's aircraft-related components and its fire and smoke detection systems would enhance the firm's division and give it greater leverage in the market. In 2000, Meggitt's aerospace equipment division recorded turnover of £161 million, a hefty increase over 1999 figures. In 2001, turnover increased to £178.8 million. Having experienced several decades of change and financial uncertainty, Whittaker appeared well positioned to advance into the future as a key component in Meggitt's aerospace operations.

Principal Subsidiaries: Whittaker Controls Inc.

Principal Competitors: Goodrich Corporation; Parker Hannifin Corporation; United Technologies Corporation.

Further Reading:

• Darlin, Damon, "What Did the Sellers Know That the Buyers Didn't?," Forbes, May 5, 1997, p. 113.
• Jasper, Chris, "Meggitt Acquires Whittaker for $380m," Flight International, June 23, 1999, p. 51.
• Taub, Daniel, New Wave for Buyers; L.A. Aerospace Subcontractors, Los Angeles Business Journal, August 2, 1999, p. 6.
• "Whittaker Sells Electronics Unit to Condor Systems," Defense Daily, September 8, 1997, p. 396.

Source: International Directory of Company Histories, Vol. 48. St. James Press, 2003.