BANKER BIDS ON SIMI FIRM; SHAREHOLDER MAKES OFFER ON WHITTAKER.

Byline: Deborah Adamson Daily News Staff Writer

A shareholder of Whittaker Corp. on Friday said he has made an unsolicited bid to buy the aerospace parts company.

Los Angeles investment banker Michael Tennenbaum, who holds about 5 percent of Whittaker's stock, is offering to buy the company for a reported $18.50 a share - a $208 million total value. Tennenbaum would not confirm the purchase price.

If successful in his bid, Tennenbaum said he expects to take Whittaker private. He said he wants to keep Whittaker's management in place, as partners.

On news of the bid, Whittaker opened higher in trading Friday. It touched a 52-week high of $16.625 during trading hours and closed at $16.50, up $3.4375. Trading volume was 247,100 shares, eight times the six-month daily average.

Whittaker, which has rebounded from two fiscal years of losses, had mentioned that it would entertain merger or acquisition offers.

But company Chief Executive Officer Joseph Alibrandi said Tennenbaum's offer was too low and it included a host of other conditions such as an exclusivity period and breakup fees that Whittaker didn't like.

Alibrandi said offers for the company should start at more than $20 a share.

Last month, the company put together a ``poison pill'' shareholder rights plan to discourage hostile takeovers. The plan would dilute severely the shares once an investor acquires 25 percent or more of the company, forcing him or her to negotiate with the board of directors.

Key ingredients to a successful bid are a good price and a buyer that would help Whittaker thrive, he added.

Whittaker is exploring a merger or acquisition - whether it's the seller or the buyer - to achieve greater business muscle to better grow the company.

Whittaker has been on a rebound since Alibrandi came back. He was called out of retirement in 1996 to rescue Whittaker from an unprofitable attempt to diversify, said Brett Hendrickson, an analyst at B. Riley & Co. in Los Angeles.

After Alibrandi left Whittaker in 1994 to retire, his successor diversified into network communications by first buying Hughes' LAN Systems and afterward Xyplex, a network access company.

Straying away from its core business of selling aerospace parts, Whittaker piled on debt and bled red ink. In 1996, total debt stood at $168 million.

Upon his return, Alibrandi shut down the Hughes unit, except for a small operation that served existing contracts, which was later sold when contract obligations were met. Alibrandi sold Xyplex to Chatsworth-based MRV Communications and disposed of Whittaker's defense electronics business.

The gain from the sales: $53 million. By improving business, Whittaker was able to pay down debt, which now stands at $60 million.