SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the year ended June 30, 1996 Commission File Number: 1-6560
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THE FAIRCHILD CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 34-0728587
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Washington Dulles International Airport
300 West Service Road, P.O. Box 10803
Chantilly, Virginia 20153
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(Address of principal executive offices) (Zip Code)
(703) 478-5800
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(Registrant's Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each class which registered
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Class A Common Stock, par value
$.10 per share New York and Pacific Stock Exchange
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13 1/8% Subordinated Debentures
due 2006 New York Stock Exchange
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12% Intermediate Subordinated
Debentures due 2001 New York Stock Exchange
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13% Junior Subordinated
Debentures due 2007 New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants= knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K [ ].
As of March 27, 1997, the aggregate market value of the common shares
(based upon the closing price of these shares on the New York Stock Exchange)
of the Registrant held by nonaffiliates was approximately $102.0 million
(excluding shares deemed beneficially owned by affiliates of the Registrant
under Commission Rules).
As of March 27, 1997, the number of shares outstanding of each of the
Registrant's classes of common stock were as follows:
Class A common stock, $.10 par value 13,949,360
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Class B common stock, $.10 par value 2,632,690
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AMENDMENT
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The primary purpose of this Amendment is to provide an Exhibit listing
which incorporates by reference the December 31, 1996 Form 10-K recently
filed by Shared Technologies Fairchild Inc., who has a fiscal year which
differs from the Registrant's. (See new Exhibit 99(c)). The Registrant
holds a significant equity investment interest in Shared Technologies
Fairchild Inc. Other minor modifications to the Exhibit 10(a)(xii), Exhibit
10(b)(n) and Exhibit 10(b)(n)(i) have been made. The full exhibit index is
being provided.
PART IV
ITEM 14. EXHIBITS
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(a)(3) Exhibits.
3 (a) Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit "C" of Registrant's
Proxy Statement dated October 27, 1989).
(b) Registrant's Amended and Restated By-Laws (as amended as
of September 15, 1995).
4 (a) Specimen of Class A Common Stock certificate (incorporated by
reference to Registration Statement No. 33-15359 on Form S-2).
(b) Specimen of Class B Common Stock certificate (incorporated by
reference from Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1989 (the "1989 10-K")).
(c) Form of Indenture between Registrant and J. Henry Schroder Bank
& Trust Company, pursuant to which Registrant's 13-1/8%
Subordinated Debentures due 2006 (the "Senior Debentures") were
issued (the "Debenture Indenture"), and specimen of Senior
Debenture (incorporated by reference to Registration Statement
No. 33-3521 on Form S-2).
(d) First Supplemental Indenture dated as of November 26, 1986, to
the Debenture Indenture (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1986 (the "December 1986 10-Q").
(e) Form of Indenture between Registrant and Manufacturers Hanover
Trust Company pursuant to which Registrant's 12-1/4% Senior
Subordinated Notes due 1996 (the "Senior Notes") were issued
(the"Note Indenture"), and specimen of Senior Note
(incorporated by reference to Registration Statement No.
33-03521 on Form S-2).
(f) First Supplemental Indenture dated as of November 26, 1986, to
the Note Indenture (incorporated by reference to the December
1986 10-Q).
(g) Indenture between Registrant and Connecticut National Bank (as
successor to National Westminster Bank) dated as of October 15,
1986, pursuant to which Registrant's Intermediate Subordinated
Debentures due 2001 (the "Intermediate Debentures") were
issued, and specimen of Intermediate Debenture (incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1986 (the "September 1986 10-Q")).
(h) Indenture between Rexnord Acquisition Corp. ("RAC") and Bank of
New York (as successor to Irving Trust Company) dated as of
March 2, 1987, pursuant to which RAC's Senior Subordinated
Debentures due 1999 (the "Rexnord Senior Debentures") were
issued (the "Rexnord Senior Indenture"), and specimen of
Rexnord Senior Debenture incorporated by reference from
Registrants Annual Report on Form 10-K for fiscal year ended
June 30, 1987 (the "1987 10-K").
(i) First Supplemental Indenture between Rexnord Inc. ("Rexnord")
(as successor to RAC) and Irving Trust Company dated as of July
1, 1987, to the Rexnord Senior Indenture (incorporated by
reference to Registration Statement No. 33-15359 on Form S-2).
(j) Second Supplemental Indenture between Rexnord Holdings Inc.,
now know as RHI Holdings, Inc. ("RHI") (as successor to
Rexnord) and Irving Trust Company dated as of August 16, 1988,
to the Rexnord Senior Indenture (incorporated by reference to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1988 (the "1988 10-K")).
(k) Indenture between Registrant and Norwest Bank Minneapolis, N.A.
dated as of March 2, 1987, pursuant to which Registrant's
Junior Subordinated Debentures due 2007 (the "Junior
Debentures") were issued, and specimen of Junior Debenture
(incorporated by reference to Final Amendment to Tender Offer
Statement on Schedule 14D-1 of Banner Acquisition Corp. ("BAC")
dated March 9, 1987).
(l) First Supplemental Indenture between Registrant and Norwest
Bank, Minnesota Bank, N.A., dated as of February 28, 1991, to
Indenture dated as of March 2, 1987, relating to the Junior
Debentures (incorporated by reference to the 1991 10-K).
(m) Securities Purchase Agreement dated as of October 15, 1986, by
and among Registrant and each of the Purchasers of the
Intermediate Debentures (incorporated by reference to the
September 1986 10-Q).
(n) Securities Purchase Agreement dated as of March 2, 1987, by and
among Registrant, RAC and each of the Purchasers of the Junior
Debentures, the Rexnord Senior Debentures and other securities
(incorporated by reference to the 1987 10-K).
(o) Registration Rights Agreement dated as of October 15, 1986, by
and among Registrant and each of the purchasers of the
Intermediate Debentures (incorporated by reference to the
September 1986 10-Q).
(p) Registration Rights Agreement dated as of March 2, 1987, by and
among Registrant, RAC and each of the purchasers of the Junior
Debentures, the Rexnord Senior Debentures and other securities
(incorporated by reference to Registrant's Report on Form 8-K
dated March 17, 1987).
(q) Indenture between Rexnord and First Wisconsin Trust Company
dated as of June 1, 1983 (the "Rexnord Indenture"), First
Supplemental Indenture between Rexnord and First Wisconsin
Trust Company dated as of October 1, 1984 to the Rexnord
Indenture, pursuant to which Rexnord's Debentures due 1995 (the
"Rexnord Debentures") were issued, and specimen of Rexnord
Debenture (incorporated by reference to Form 8-A of Rexnord,
dated October 3, 1984).
(r) Second Supplemental Indenture among Rexnord, RHI and First
Wisconsin Trust Company dated as of August 16, 1988, to the
Rexnord Indenture (incorporated by reference to the 1988 10-K).
(s) Indenture dated as of November 1, 1982, between Fairchild
Industries, Inc. ("Fairchild") and Continental Illinois
National Bank and Trust Company of Chicago, pursuant to which
certain debt securities of Fairchild were issued (incorporated
by reference to Registration Statement No. 2-80009 on Form
S-3).
(t) Indenture dated as of January 1, 1978 between Fairchild and
Bankers Trust Company, pursuant to which Fairchild's 9-3/4%
Subordinated Debentures due April 1, 1988 were issued
(incorporated by reference to Registration Statement No.
2-60451 on Form S-7).
(u) Indenture dated as of March 1, 1991, between Registrant and
Sovran Bank, N.A., pursuant to which the Registrant's 14%
Senior Secured Notes were issued (incorporated by reference
to the 1991 10-K).
(v) Indenture date as of August 1, 1992, between Fairchild and
NationsBank, N.A. pursuant to which Fairchild's 12 1/4% Senior
Secured Notes were issued (incorporated by reference to the
1992 10-K).
10 (a) Restated and Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1992 10-K).
(a)(i) Amendment No. 1, dated as of June 30, 1993, to the Restated
and Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1993 10-K).
(a)(ii) Amendment No. 2, dated as of October 1, 1993, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1994 10-K).
(a)(iii) Amendment No. 3, dated as of December 23, 1993, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1994 10-K).
(a)(iv) Amendment No. 4, dated as of March 31, 1994, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1994 10-K).
(a)(v) Amendment No. 5, dated as of July 29, 1994, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(vi) Amendment No. 6, dated as of October 15, 1994, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(vii) Amendment No. 7, dated as of January 18, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(viii)Amendment No. 8, dated as of February 15, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(ix) Amendment No. 9, dated as of May 25, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(x) Amendment No. 10, dated as of June 30, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(xi) Amendment No. 11, dated as of September 6, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992.
(a)(xii) Amendment No. 12, dated as of January 22, 1996, to Restated and
Amended Credit Agreement dated as of July 27, 1992.
(b) Securities Purchase Agreement dated as of August 15, 1988, by
and among Registrant, Rex-PT, Inc. ("Rex-PT"), Rex-PT Holdings
Inc. ("Rex-PT Holdings") and certain Purchasers, including (I)
as Exhibit 2, Debt Registration Rights Agreement dated as of
August 15, 1988, by and among Rex-PT and certain Purchasers,
(ii) as Exhibit 3, Common Stock Registration Rights Agreement
dated as of August 16, 1988, by and among Rex-PT Holdings and
certain Purchasers, and (iii) as Exhibit 4,Stockholders'
Agreement dated as of August 16, 1988, by and among Registrant,
Rex-PT Holdings, RHI and certain holders of Rex-PT Holdings
common stock (incorporated by reference to the August 16, 1988
8-K).
(c) Form of Securities Purchase Agreement among Rex-PT Holdings,
Rex-PT, Registrant and Rex-PT Investors Inc. ("Rex-PT
Investors") (incorporated by reference to Registrant's Current
Report on Form 8-K dated September 29, 1988 (the "September 29,
1988 8-K")).
(d) Form of Agreement of Merger between Rex-PT Holdings and Rex-PT
Investors (incorporated by reference to the September 29, 1988
8-K).
(e) Form of Securities Purchase Agreement among Rex-PT Investors,
Rex-PT Holdings, Rex-PT, Registrant and certain purchasers
(incorporated by reference to the September 29, 1988 8-K).
(f) Form of Stockholders' Agreement among Rex-PT Holdings,
Registrant, RHI and Rex-PT Investors (incorporated
by reference to the September 29, 1988 8-K).
(g) Form of Voting Trust Agreement among certain holders of Rex-PT
Holdings common stock (incorporated by reference to the
September 29, 1988 8-K).
(h) Form of Amended and Restated Common Stock Registration Rights
Agreement among Rex-PT Holdings and certain purchasers
(incorporated by reference to the September 29, 1988 8-K).
(i) Form of Common Stock Registration Rights Agreement between
Rex-PT Holdings and Rex-PT Investors (incorporated by reference
to the September 29, 1988 8-K).
(j) Form of Common Stock Registration Rights Agreement between
Rex-PT Holdings and RHI (incorporated by reference to the
September 29, 1988 8-K).
(k) Form of Registration Rights Agreement among Rex-PT Holdings,
RHI and Rex-PT Investors (incorporated by reference to the
September 29, 1988 8-K).
(l) Form of Registration Rights Agreement among Rex-PT Holdings,
RHI and certain purchasers (incorporated by reference to the
September 29, 1988 8-K).
(m) Form of Amended and Restated Stockholders' Agreement among
Rex-PT Holdings, Registrant, RHI and certain investors
(incorporated by reference to the 1988 10-K).
(n) Share Purchase Agreement dated October 4, 1988, by and between
RHI, Registrant, ChemRex Inc. and SKY Alloys, Inc., ABM
Investments Ltd., SKW Bauchemie GmbH and SKW Trostberg AG
(incorporated by reference to Registrant's Current Report on
Form 8-K dated November 15, 1988 (the "November 15, 1988 8-K)).
(o) Asset Purchase Agreement dated November 15, 1988, by and among
RHI, ChemRex Inc. and J.W. Brett, Inc. (incorporated by reference
to the November 15, 1988 8-K).
(p) Asset Purchase Agreement dated as of December 16, 1988, between
RHI and Ilium Industries, Inc. (the "Ilium Agreement"); Amendment
to the Ilium Agreement dated as of February 21, 1989; and Second
Amendment to the Ilium Agreement dated as of March 15, 1989)
(incorporated by reference to Registrant's Current Report on Form
8-K dated March 17, 1989).
(q) Agreement and Plan of Merger dated as of May 7, 1989, among
Registrant, Specialty Fastener Holdings, Inc. and Fairchild, and
Amendment thereto dated May 12, 1989 (incorporated by reference
to Registrant's Current Report on Form 8-K dated June 19, 1989).
(r) Assets Purchase Agreement dated May 31, 1989, among Matra S.A.,
AERO Acquisition Corp., Registrant and Fairchild Acquisition
Corp. ("FAC") (incorporated by reference to Exhibit (a)(10) to
Amendment No. 2 to Tender Offer Statement on Schedule 14D-1 and
Schedule 13D of Registrant and FAC, dated May 31, 1989).
(s) Share Purchase Agreement dated as of October 31, 1990, among
Registrant, Banner Investments, Inc., North West Water Inc. and
North West Water Group PLC (the "Envirex Agreement")
(incorporated by reference to Form 8-K dated November 30, 1990).
(t) Amendments 1 - 6 to the Envirex Agreement (incorporated by
reference to 1991 10-K).
(u) Stock Purchase Agreement dated as of November 13, 1990, by and
between Registrant, Thompson Holding Company, Inc., Thompson
Aircraft Tire Corporation, a Delaware corporation, Thompson
Aircraft Tire Corporation, a Florida corporation and Bridgestone
Corporation (incorporated by reference to Form 8-K dated January
18, 1991).
(v) Option Sale Agreement dated December 26, 1990 by and between
RHI and Zaria, Inc. (incorporated by reference to 1991 10-K).
(w) Stock Purchase Agreement dated as of June 28, 1991 by and
between Sovereign Air Limited and S.A. Holdings, Inc.
(incorporated by reference to 1991 10-K).
(x) Agreement dated as of June 28, 1991 between Banner
Investments, Inc. and RHI (incorporated by reference to 1991
10-K).
(y) Agreement dated November 8, 1990, by and among Registrant and
Columbia Savings and Loan (incorporated by reference to 1991
10-K).
(z) Escrow and Amendment to Purchase Agreement as entered on
January 24, 1991 among Registrant, Columbia Savings and Loan and
Citibank, N.A. (incorporated by reference to 1991 10-K).
(a)(a) Stock Purchase Agreement dated as of February 7, 1992 among
Registrant, Thompson Aircraft Tire Corporation and Aero Tires
& Brakes, Inc. (incorporated by reference to 1993 10-K).
(a)(b) Exchange and Standstill Agreement dated June 19, 1992 by and
among Registrant, RHI and Rex-PT Holdings, Inc. (incorporated by
reference to 1992 10-K).
(a)(c) Registration Rights Agreement dated July 9, 1992 between
Rexnord Corporation and RHI (incorporated by reference 1993
10-K).
(a)(d) Allocation Agreement dated April 13, 1992 by and among The
Fairchild Corporation, RHI, Rex-PT Holdings, Rexnord
Corporation, Rexnord Puerto Rico, Inc. and Rexnord Canada
Limited (incorporated by reference to 1992 10-K).
(a)(e) Trademark Purchase Agreement dated April 13, 1992 by and
between Rexnord Corporation and RHI (incorporated by reference to
1992 10-K).
(a)(f) Deferred Compensation Agreement between Registrant and Samuel J.
Krasney dated July 14, 1972, as amended November 17, 1978,
September 3, 1985 (the "Krasney Deferred Compensation Agreement")
(incorporated by reference to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1985).
(a)(g) Amendment to the Krasney Deferred Compensation Agreement dated
September 6, 1990 (incorporated by reference to 1991 10-K).
(a)(h) Incentive Compensation Bonus Arrangement (description
incorporated by reference to Registrant's Proxy Statement dated
October 26, 1988).
(a)(i) Amended and Restated Employment Agreement between Registrant
and Samuel J. Krasney dated April 24, 1990 (incorporated by
reference to the 1990 10-K).
(a)(j) Letter Agreements dated August 4, 1993 among Samuel J. Krasney,
The Fairchild Corporation and Jeffrey J. Steiner (incorporated
by reference to 1993 10-K).
(a)(k) Amendment to the Krasney Option dated October 18, 1985
(incorporated by reference to the 1989 10-K).
(a)(l) Second Amendment to the Krasney Option dated April 30, 1986
(incorporated by reference to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1986).
(a)(m) Amended and Restated 1986 Deferred Performance Incentive Plan
of Banner Industries, Inc. (the "Deferred Incentive Plan")
(incorporated by reference to the 1988 10-K).
(a)(n) 1988 U.K. Stock Option Plan of Banner Industries, Inc.
(incorporated by reference to the 1988 10-K).
(a)(o) Description of grants of stock options to non-employee
directors of Registrant (incorporated by reference to the 1988
10-K).
(a)(p) Amended and Restated Employment Agreement between Registrant
and Jeffrey J. Steiner dated September 10, 1992 (incorporated
by reference to 1993 10-K).
(a)(q) Agreement dated as of November 8, 1988 between Samuel J.
Krasney and Registrant, and Amendment No. 1 thereto dated as of
January 23, 1989, regarding exercise of performance incentive
units granted under the Deferred Incentive Plan (incorporated by
reference to the 1989 10-K).
(a)(r) Agreement dated as of November 8, 1988 between Jeffrey J.
Steiner and Registrant, and Amendment No. 1 thereto dated as of
January 23, 1989, regarding exercise of performance incentive
units granted under the Deferred Incentive Plan (incorporated by
reference to the 1989 10-K).
(a)(s) Letter Agreement dated October 23, 1991 between Registrant and
Eric I. Steiner (incorporated by reference to 1992 10-K).
(a)(t) Letter Agreement dated October 23, 1991 between Registrant and
John D. Jackson (incorporated by reference to 1992 10-K).
(a)(u) Letter Agreement dated October 23, 1991 between Registrant and
Michael T. Alcox (incorporated by reference to 1992 10-K).
(a)(v) Letter Agreement dated October 23, 1991 between Registrant and
Donald E. Miller (incorporated by reference to 1992 10-K).
(a)(w) Letter Agreement dated October 23, 1991 between Registrant and
John L. Flynn (incorporated by reference to 1992 10-K).
(a)(x) Letter Agreement dated April 8, 1993 between Registrant and
Thomas Flaherty (incorporated by reference to 1993 10-K).
(a)(y) Purchase Agreement by and between BTR Dunlop Holdings, Inc.,
RHI Holdings, Inc., and Registrant, dated as of December 2,
1993 (incorporated by reference to Registrant's current
report on Form 8-K dated December 23, 1993.
(a)(z) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Eric I. Steiner
(incorporated by reference to the 1995 10-K).
(b)(a) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Michael T. Alcox
(incorporated by reference to the 1995 10-K).
(b)(b) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Donald E. Miller
(incorporated by reference to the 1995 10-K).
(b)(c) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and John L Flynn
(incorporated by reference to the 1995 10-K).
(b)(d) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Jerry Lirette
(incorporated by reference to the 1995 10-K).
(b)(e) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Mel D. Borer
(incorporated by reference to the 1995 10-K).
(b)(f) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Thomas J. Flaherty
(incorporated by reference to the 1995 10-K).
(b)(g) Agreement and Plan of Merger dated as of November 9, 1995 by and
among The Fairchild Corporation, RHI, FII and Shared
Technologies, Inc. ("STI Merger Agreement") (incorporated by
reference from the Registrant's Form 8-K dated as of November 9,
1995).
(b)(g)(i) Amendment No. 1 to STI Merger Agreement dated as of February 2,
1996 (incorporated by reference from the Registrant's Form 8-K
dated as of March 13, 1996).
(b)(g)(ii) Amendment No. 2 to STI Merger Agreement dated as of February
23, 1996 (incorporated by reference from the Registrant's Form
8-K dated as of March 13, 1996).
(b)(g)(iii) Amendment No. 3 to STI Merger Agreement dated as of March 1,
1996 (incorporated by reference from the Registrant's Form 8-K
dated as of March 13, 1996).
(b)(h) Asset Purchase Agreement dated as of January 23, 1996, between
The Fairchild Corporation, RHI and Cincinnati Milacron, Inc.
(incorporated by reference from the Registrant's Form 8-K dated
as of January 26, 1996).
(b)(i) Credit Agreement dated as of March 13, 1996, among Fairchild
Holding Corporation ("FHC"), Citicorp USA, Inc. and certain
financial institutions.
(b)(j) Restated and Amended Credit Agreement dated as of May 27, 1996,
(the "RHI Credit Agreement"), among RHI, Citicorp USA, Inc. and
certain financial institutions.
(b)(j)(i) Amendment No. 1 dated as of July 29, 1996, to the RHI Credit
Agreement dated as of May 27, 1996.
(b)(k) Restated and Amended Credit Agreement dated as of July 26, 1996,
(the "FHC Credit Agreement"), among FHC, Citicorp USA, Inc. and
certain financial institutions.
(b)(l) 1986 Non-Qualified and Incentive Stock Option Plan (incorporated
by reference to Registrant's Proxy Statement dated November 15,
1990).
(b)(m) Stock Exchange Agreement between The Fairchild Corporation and
Banner Aerospace, Inc. pursuant to which the Registrant exchanged
Harco, Inc. for shares of Banner Aerospace, Inc. (incorporated
by reference to the Banner Aerospace, Inc. Definitive Proxy
Statement dated and filed with the SEC on February 23, 1996
with respect to the Special Meeting of Shareholders of
Banner Aerospace, Inc. held on March 12, 1996).
*(b)(n) Employment Agreement between RHI Holdings, Inc., and Jacques
Moskovic, dated as of December 29, 1994.
*(b)(n)(i) Employment Agreement between Fairchild France, Inc., and Jacques
Moskovic, dated as of December 29, 1994.
11 Computation of earnings per share (found at Note to
Registrant's Consolidated Financial Statements for the fiscal
year ended June 30, 1994).
21 List of subsidiaries of Registrant.
23 Consent of Arthur Andersen LLP, independent public
accountants.
27 Financial Data Schedules
99(a) Registrant's press release, dated December 23, 1993
(incorporated by reference to Registrants Form 8-K dated
December 23, 1993).
99(b) Financial statements, related notes thereto and Auditors'
Report of Banner Aerospace, Inc. for the fiscal year ended March
31, 1996 (incorporated by reference to the Banner Aerospace,
Inc. Form 10-K for fiscal year ended March 31, 1996).
99(c) Financial statements, related notes thereto and Auditors'
Report of Shared Technologies Fairchild Inc. for the fiscal
year ended December 31, 1996 (incorporated by reference to the
Shared Technologies Fairchild Inc. Form 10-K for fiscal year
ended December 31, 1996).
*Filed herewith.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE FAIRCHILD CORPORATION
By: Colin M. Cohen
Senior Vice President and
Chief Financial Officer
Date: May 13, 1997