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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FAIRCHILD INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-3102 52-0579835
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(State or other (Commission File (I.R.S. Employer
jurisdiction of 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"), Fairchild Industries, Inc. (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 is
filed herewith as Exhibit 2.1 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 Fairchild
Corporation, 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.
Exhibits
The following Exhibit is included with this Form 8-K.
Exhibit
Number Description of Exhibit
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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.)
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.
FAIRCHILD INDUSTRIES, INC.
Date: March , 1996 By: /s/ Michael T. Alcox
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Michael T. Alcox
Vice President
Exhibit Sequential
Number Description of Exhibit Page Number
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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.)