UNITED STATES 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) December 26, 1998
THE FAIRCHILD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-6560 34-0728587
(Commission (IRS Employer
File Number) Identification No.)
45025 Aviation Drive
Suite 400
Dulles, Virginia 20166
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 478-5800
N.A.
(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Fairchild Corporation, a Delaware corporation (the "Company"),
announced that it has signed a definitive agreement dated December 26, 1998 (the
"Merger Agreement") to acquire (the "Acquisition") Kaynar Technologies Inc., a
Delaware corporation ("Kaynar"), an aerospace and industrial fastener
manufacturer and tool company, in a cash merger of Kaynar with a wholly-owned
subsidiary of the Company.
The purchase price is $28.75 per share of Kaynar common stock, par value
$.01, or approximately $267 million, plus assumption of Kaynar's debt of $98
million. A majority of the holders of all classes of Kaynar stock have agreed to
vote in favor of the Acquisition. The transaction is subject to certain
conditions, including financing and regulatory approval.
For a more complete description of the Acquisition, reference is made to
the Merger Agreement, the Voting and Option Agreement dated December 26, 1998
and the Voting Agreements between Fairchild and certain officers of the Company,
each dated December 26, 1998 (copies of which are filed as exhibits to this Form
8-K).
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following is a list of the Exhibits attached hereto.
Exhibit No. 2.1 Agreement and Plan of Reorganization by and among
The Fairchild Corporation, Dah Dah, Inc. and Kaynar
Technologies Inc. dated as of December 26, 1998.
Exhibit No. 99.1 Voting and Option Agreement by and among The Fairchild
Corporation, Dah Dah, Inc., CFE Inc., and General Electric
Capital Corporation dated as of December 26, 1998.
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Exhibit No. 99.2 Voting Agreement by and between The Fairchild Corporation
and Jordan A. Law dated as of December 26, 1998.
Exhibit No. 99.3 Voting Agreement by and between The Fairchild Corporation
and David A. Werner dated as of December 26, 1998.
Exhibit No. 99.4 Voting Agreement by and between The Fairchild Corporation
and Robert L. Beers dated as of December 26, 1998.
Exhibit No. 99.5 Voting Agreement by and between The Fairchild Corporation
and LeRoy A. Dack dated as of December 26, 1998.
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SIGNATURE
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.
Date: December 29, 1998
THE FAIRCHILD CORPORATION
By: /s/ John L. Flynn
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Name: John L. Flynn
Title: Senior Vice President
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Exhibit Index
Exhibit No. Description
2.1 Agreement and Plan of Reorganization by and among The
Fairchild Corporation, Dah Dah, Inc. and Kaynar
Technologies Inc. dated as of December 26, 1998.
99.1 Voting and Option Agreement by and among The Fairchild
Corporation, Dah Dah, Inc., CFE Inc., and General
Electric Capital Corporation dated as of December 26,
1998.
99.2 Voting Agreement by and between The Fairchild
Corporation and Jordan A. Law dated as of December 26,
1998.
99.3 Voting Agreement by and between The Fairchild
Corporation and David A. Werner dated as of
December 26, 1998.
99.4 Voting Agreement by and between The Fairchild
Corporation and Robert L. Beers dated as of
December 26, 1998.
99.5 Voting Agreement by and between The Fairchild
Corporation and LeRoy A. Dack dated as of December 26,
1998.