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) January 26, 1996
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THE FAIRCHILD CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 1-6560 34-0728587
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
Washington Dulles International Airport
300 West Service Road, P.O. Box 10803
Chantilly, Virginia 22021-9998
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 478-5800
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NONE
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(Former name or former address, if changed since last report)
Item 5. Other Events
On January 26, 1996, pursuant to the Asset Purchase
Agreement dated as of January 23, 1996 (the "Purchase
Agreement"), The Fairchild Corporation (the
"Registrant")through its subsidiaries VSI Corportion,
D-M-E Europe (U.K.)Limited and D-M-E Normalien GmbH
(collectively the "Sellers") concluded the initial
closing of its sale to Cincinnati Milacron Inc.
("CMI") and its subsidiaries of all of the assets,
properties and other rights owned, used or held for
use by the Sellers in connection with the Sellers'
business of developing,producing, manufacturing,
marketing, selling and distributing mold bases, mold
components, moldmaking tools and supplies,polishing
equipment, electronic temperature and pressure
control equipment, runnerless molding systems and
process controls and Computer Aided Design and
Computer Aided Manufacturing hardware and software
for the plastics industry (the "Business"). The sale
includes the Sellers' voting stock or other interests
in each of VSI International N.V., D-M-E France
S.A.R.L., D-M-E of Canada Ltd. and several joint
ventures. A copy of the Purchase Agreement is filed
herewith as Exhibit 2.1 and reference is made thereto
for the complete terms and conditions thereof.
The estimated sale price (which is subject to
adjustment following an audit of the closing date
balance sheet of the Business) was $245,376,555.
The sale price is based on a target net tangible
asset value, representing the book value of all
assets reflected on the closing date balance sheet
of the Business (excluding goodwill and net of any
applicable contra-asset accounts) which are
definitively acquired by CMI and its subsidiaries
less the amount of all liabilities reflected on the
closing date balance sheet and assumed by CMI and
its subsidiaries. At the initial closing, CMI
(i)made a cash payment to VSI Corporation in the
amount of $62,300,000, (ii) issued an 8% promissory
note to VSI Corporation in the principal amount of
$166,000,000 which is secured by a letter of credit,
(iii) issued an unsecured 8% promissory note to VSI
Corporation in the principal amount of $5,376,555
and (iv) issued an unsecured 8% promissory note to
VSI Corporation in the principal amount of
$11,700,000. The promissory notes described in
clauses (ii) and (iii) above mature one year
following the closing date; provided that the
Registrant may require prepayment of, and CMI may
at its option prepay, such notes after the six month
anniversary of the closing date. The promissory note
described in clause (iv) above matures on the second
business day following receipt by CMI of all necessary
clearances from the Belgian Competition Council.
The Press Release of the Registrant dated January 26,
1996, announcing the completion of the initial sale
described above is filed herewith as Exhibit 99.1 and
is incorporated herein by reference.
Exhibits
The following Exhibits are included with this Form 8-K.
Exhibit
Number Description of Exhibit
2.1 Asset Purchase Agreement dated as of
January 23, 1996, between Cincinnati
Milacron Inc., a Delaware corporation,
The Fairchild Corporation, a Delaware
corporation, RHI Holdings, Inc., a
Delaware corporation, and the Designated
Purchasers and Sellers named therein.
(Schedules and Exhibits have been omitted
pursuant to Rule 6.01(b)(2) of Regulation
S-K. Such Schedules are listed and
described in the Asset Purchase Agreement.
The Registrant hereby agrees to furnish to
the Securities and Exchange Commission,
upon its request, any or all such omitted
Schedules and Exhibits.)
99.1 Press release of the Registrant dated
January 26, 1996.
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.
THE FAIRCHILD CORPORATION
Date: February 12, 1996 By: /s/ Michael T. Alcox
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Michael T. Alcox
Senior Vice President
Exhibit Sequential
Number Description of Exhibit Page Number
2.1 Asset Purchase Agreement dated as of
January 23, 1996, between Cincinnati
Milacron Inc., a Delaware corporation, The
Fairchild Corporation, a Delaware
corporation, RHI Holdings, Inc., a Delaware
corporation, and the Designated Purchasers
and Sellers named therein. (Schedules and
Exhibits have been omitted pursuant to
Rule 6.01(b)(2) of Regulation S-K. Such
Schedules are listed and described in the
Asset Purchase Agreement. The Registrant
hereby agrees to furnish to the Securities
and Exchange Commission, upon its request,
any or all such omitted Schedules and
Exhibits.)
99.1 Press release of the Registrant dated
January 26, 1996