- --------------------------------------------------------------------------------
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): June 9, 2003
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 June 9, 2003, upon the recommendation of our Audit Committee, the Board
of Directors appointed KPMG LLP to serve as The Fairchild Corporation's
independent auditors for the current fiscal year, which ends on June 30, 2003.
KPMG LLP will replace Ernst & Young LLP as The Fairchild Corporation's
independent auditors. The change in auditors is effective immediately.
On May 12, 2003, Ernst & Young LLP resigned as the independent auditors of
the company. Ernst & Young'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 Ernst & Young on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Enrst & Young'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 Ernst & Young with a copy of the foregoing disclosures. Attached
as Exhibit 16 is a copy of Ernst & Young's letter, dated June 9, 2003, 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 KPMG LLP 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 Ernst & Young LLP to the Securities and Exchange
Commission dated June 9, 2003.
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
Chief Financial Officer, Treasurer
and Senior Vice President, Tax
Date: June 9, 2003