2
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 9, 2002
Commission File Number 1-6560
THE FAIRCHILD CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 34-0728587
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
45025 Aviation Drive, Suite 400, Dulles, VA 20166
(Address of principal executive offices)
(703) 478-5800
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
Item 4. Changes in Registrant's Certifying Accountant.
On May 9, 2002, upon the recommendation of our Audit Committee, the Board
of Directors dismissed Arthur Andersen LLP as our independent auditors and
appointed Ernst & Young LLP to serve as The Fairchild Corporation's independent
auditors for the current fiscal year which ends on June 30, 2002. The change in
auditors is effective immediately. Arthur Andersen's reports on The Fairchild
Corporation's consolidated financial statements for each of the past two fiscal
years did not contain an adverse opinion or disclaimer of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope or accounting
principles. During each of our two most recent fiscal years and through the date
of this report, there were: (i) no disagreements with Arthur Andersen on any
matter of accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Arthur Andersen's
satisfaction, would have caused them to make reference to the subject matter in
connection with their report on our consolidated financial statements for such
years; and (ii) there were no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K. We have provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated
May 13, 2002, stating its agreement with such statements. During each of our two
most recent fiscal years and through the date of this report, The Fairchild
Corporation did not consult Ernst & Young with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our consolidated
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit 16 - Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 9, 2002.
Exhibit 99 - Press Release dated May 14, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to the signed on its behalf by the undersigned
hereunto duly authorized.
For THE FAIRCHILD CORPORATION
(Registrant) and as its Chief
Financial Officer:
By: /s/ JOHN L. FLYNN
-----------------
John L. Flynn
Senior Vice President and
Chief Financial Officer
Date: May 14, 2002