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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 3, 2002
Date of Report (Date of earliest event reported)
THE FAIRCHILD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6560 34-0728587
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
45025 Aviation Drive
Suite 300
Dulles, Virginia 20166-7516
(Address of principal executive offices)
(703) 478-5800
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 3, 2002, The Fairchild Corporation and certain of its
subsidiaries completed the previously announced sale of its fastener business to
Alcoa Inc for approximately $657 million in cash and the assumption of certain
liabilities. The cash received from Alcoa is subject to a post-closing
adjustment based upon the net working capital of Fairchild Fasteners on December
3, 2002, compared with its net working capital as of March 31, 2002. Fairchild
may also receive additional cash proceeds up to $50 million, in an earnout
formula based on the number of Boeing and Airbus commercial aircraft deliveries
during 2003-2006.
Fairchild used a portion of the proceeds from the sale to repay its bank
debt and to complete a tender offer acquiring all of its outstanding $225
million 10.75% senior subordinated notes due in April 2009. The tender offer and
the repayment of bank debt closed concurrently with the closing of the sale to
Alcoa.
The sale is more fully described in Fairchild's definitive proxy statement
on Schedule 14A, filed with the Securities and Exchange Commission on October
23, 2002.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information.
Pro forma financial information is included with this Current
Report on Form 8-K (See Exhibit 99.2).
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
2.1 Acquisition Agreement dated as of July 16, 2002
among Alcoa Inc., The Fairchild Corporation,
Fairchild Holding Corp. and Sheepdog, Inc., with
Exhibit A (Conveyance, Assignment, Transfer and Bill
of Sale), Exhibit B (Undertaking and Indemnity
Agreement) and Exhibit C (Escrow Agreement) attached
thereto (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K dated July 16, 2002).
2.2 Amendment No. 1 to the Acquisition Agreement, dated
as of December 3, 2002, to the Acquisition
Agreement, dated as of July 16, 2002, among Alcoa
Inc., The Fairchild Corporation, Fairchild Holding
Corp. and Sheepdog, Inc.
99.1 Press release of The Fairchild Corporation dated
December 3, 2002
99.2 Unaudited pro forma consolidated statements of
earnings for the year ended June 30, 2002 and for
the three months ended September 29, 2002, and
unaudited pro forma consolidated balance sheet as
of September 29, 2002, giving effect to the
disposition of the fastener business.
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.
Dated: December 11, 2002
THE FAIRCHILD CORPORATION
By: /s/ DONALD E. MILLER
Name: Donald E. Miller
Title: Executive Vice President and Secretary
EXHIBIT INDEX
Exhibit No. Description
2.1 Acquisition Agreement dated as of July 16, 2002
among Alcoa Inc., The Fairchild Corporation,
Fairchild Holding Corp. and Sheepdog, Inc., with
Exhibit A (Conveyance, Assignment, Transfer and Bill
of Sale), Exhibit B (Undertaking and Indemnity
Agreement) and Exhibit C (Escrow Agreement) attached
thereto (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K dated July 16, 2002).
2.2 Amendment No. 1 to the Acquisition Agreement, dated
as of December 3, 2002, to the Acquisition
Agreement, dated as of July 16, 2002, among Alcoa
Inc., The Fairchild Corporation, Fairchild Holding
Corp. and Sheepdog, Inc.
99.1 Press release of The Fairchild Corporation dated
December 3, 2002.
99.2 Unaudited pro forma consolidated statements of
earnings for the year ended June 30, 2002 and for
the three months ended September 29, 2002, and
unaudited pro forma consolidated balance sheet as of
September 29, 2002, giving effect to the disposition
of the fastener business.