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
Date of Report (Date of Earliest Event Reported):
April 9, 1999 (April 7, 1999)
THE FAIRCHILD CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-6560
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(State of Incorporation) (Commission File Number)
34-0728587
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(I.R.S. Employer Identification No.)
45025 Aviation Drive, Suite 300
Dulles, Virginia 20166-7516
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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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ITEM 5. OTHER EVENTS
Reserve for Fairchild Technologies Division
On April 7, 1999, Fairchild announced that in its fiscal
third quarter ended March 28, 1999, it will reserve the gain of
$32.73 million from the sale of 5,571,088 common shares of
AlliedSignal, Inc., against expenses expected to be incurred by
Fairchild in connection with the disposition of its Fairchild
Technologies Division. For some time, the Fairchild Technologies
Division has been hindered by problems in the Asian market, and
has been accounted for as a discontinued operation since
February, 1998. There is no assurance that the $32.73 million
reserve will be sufficient to cover such expenses.
Additional information is indicated in Fairchild's press
release issued on April 7, 1999, which is included as Exhibit
99.1 to this Form 8-K.
Merger of Banner Aerospace into Fairchild
On April 8, 1999, Banner Aerospace, Inc. merged with
Fairchild and Fairchild acquired the remaining 15 percent of
Banner that it did not already own. Banner is now a wholly-owned
subsidiary of Fairchild. Each share of Banner preferred stock
was converted into one share of Banner Common Stock; and, each
share of Banner common stock, other than stock owned by
Fairchild, was converted into the right to receive .7885 shares
of Fairchild's Class A common stock. Fairchild will issue
approximately 2,981,452 shares of its Class A common stock in
exchange for the outstanding shares of Banner common stock. In
addition, each outstanding option to acquire Banner common stock
under Banner's stock option plans was converted into the right to
purchase on exercise the number of shares of Fairchild Class A
common stock that they would have received as merger
consideration had the options been exercised before the merger,
except that each option, to the extent not then exercisable,
became exercisable in full on the date of the merger.
Additional information is indicated in Fairchild's press release
issued on April 8, 1999, which is included as Exhibit 99.2 to
this Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release of The Fairchild Corporation, dated April
7, 1999.
99.2 Press Release of The Fairchild Corporation, dated
April 8, 1999.
SIGNATURE
Pursuant to the requirements of Section 12 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: April 9, 1999
THE FAIRCHILD CORPORATION
By: _________/s/___________
Donald E. Miller
Executive Vice President
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Exhibit 99.1
Press Release dated April 7, 1999
Dulles, Virginia (April 7, 1999) -- The Fairchild
Corporation [Nyse: FA] announced today that in its fiscal third
quarter ended March 28, 1999, it will reserve the gain of $32.73
million from the sale of 4,571,088 common shares of AlliedSignal
Inc., received by Banner Aerospace, Inc. in January, 1998,
against expenses to be incurred in connection with dispositions
of its Fairchild Technologies Division. For some time, the
Fairchild Technologies Division has been hindered by problems in
the Asian market, and since February, 1998, has been accounted
for as a discontinued operation.
"The Company has taken action to reduce substantially
expense at Fairchild Technologies, while continuing to pursue its
sale and merger options with various interested parties," said
Dr. Eric I. Steiner, President and Chief Operating Officer of The
Fairchild Corporation.
The Fairchild Corporation is a leading worldwide aerospace
and industrial fastener manufacturer, and aerospace parts
distributor.
This news release contains forward-looking statements within
the meaning of Section 27-A of the Securities Act of 1933, as
amended, and Section 21-E of the Securities Exchange Act of 1934,
as amended. The Company's actual results could differ materially
from those set forth in the forward-looking statements as a
result of the risks associated with the Company's business,
changes in general economic conditions, and changes in the
assumptions used in making such forward-looking statements.
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Exhibit 99.2
Press Release dated April 8, 1999
The Fairchild Corporation [Nyse: FA] Completes Acquisition of
Banner Aerospace, Inc. [Nyse: BAR]
Dulles, Virginia (April 8, 1999) -- The Fairchild
Corporation [Nyse: FA] announced today that it has completed the
acquisition of Banner Aerospace, Inc. [Nyse: BAR], which now
becomes a wholly-owned subsidiary of Fairchild. Under the merger,
Fairchild acquired the remaining 15 percent of Banner Aerospace
capital stock it did not already own.
Each share of Banner Aerospace common stock was converted
into the right to receive .7885 shares of Fairchild Class A
Common Stock. As a result of the transaction, Fairchild will
issue approximately 2,981,452 shares of its Class A Common Stock.
The Fairchild Corporation is a leading worldwide aerospace
and industrial fastener manufacturer, and aerospace parts
distributor. Banner Aerospace provides distribution and
aftermarket services to the aviation industry.
This news release contains forward-looking statements within
the meaning of Section 27-A of the Securities Act of 1933, as
amended, and Section 21-E of the Securities Exchange Act of 1934,
as amended. The Company's actual results could differ materially
from those set forth in the forward-looking statements as a
result of the risks associated with the Company's business,
changes in general economic conditions, and changes in the
assumptions used in making such forward-looking statements.
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