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)February 22, 1996
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THE FAIRCHILD CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-6560 34-0728587
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(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
of 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 2. Acquisition of Disposition of Assets
On February 22, 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
Corporation, D-M-E Europe (U.K.) Limited and D-M-E
Normalien GmbH (collectively, the "Sellers")
completed 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
included 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 has been
previously filed and reference is made thereto for
the complete terms and conditions thereof.
The sale price (which is subject to adjustment
following an audit of the closing date balance sheet
of the Business) is $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) 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. The sale price consists of $74,000,000
in cash, $62,300,000 of which was received on
January 26, 1996 and $11,700,000 of which was
received on February 22, 1996, and two 8% promissory
notes in the aggregate principal amount of
$171,376,555. The promissory notes 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.
Item 7. Financial Statements and Exhibits.
Pro Forma Financial Information
Attached hereto are unaudited proforma condensed
separated balance sheets as of December 31, 1995 and
pro forma condensed separated consolidated statements
of earnings for the year ended June 30, 1995 and the
six months ended December 31, 1995. This pro forma
financial data give effect to the Company's
disposition of the 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.
THE FAIRCHILD CORPORATION
Date: March , 1996 By: /s/ Michael T. Alcox
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Michael T. Alcox
Senior Vice President