UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________________)*
BANNER AEROSPACE, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
06652510
- -------------------------------------------------------------------------------
(CUSIP Number)
Banner Aerospace, Inc., 300 West Service Road Washington, DC 20041
703-478-5790. Attn: Warren Persavich
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 14, 1996
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 06652510 Page 2 of 5 Pages
- --------------------- ------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Fairchild Corporation - IRS EIN 34-0728587
RHI Holdings, Inc. - IRS EIN 34-1545939
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Reporting Persons are incorporated under the laws of Delaware
- ------------------------------------------------------------------------------
: 7 SOLE VOTING POWER
NUMBER OF : 8,500,000
SHARES : --------------------------------------------------------------
BENEFICIALLY : 8 SHARED VOTING POWER
OWNED BY : 0
EACH : --------------------------------------------------------------
REPORTING : 9 SOLE DISPOSITIVE POWER
PERSON : 8,500,000
WITH : --------------------------------------------------------------
: 10 SHARED DISPOSITIVE POWER
: 0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.2%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
Page 2 of 5 pages
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $1.00 per share,
(the "Common Stock") of Banner Aerospace, Inc., a Delaware corporation
("Banner"), whose principal executive offices are located at 300 West Service
Road, Washington, D.C. 20041.
Item 2. Identity and Background
This statement is filed by The Fairchild Corporation ("TFC") and RHI
Holdings, Inc. ("RHI"), each a Delaware corporation. The address for each of
TFC and RHI is 300 West Service Road, Chantilly, VA 22021. TFC is a leading
worldwide supplier of aerospace fasteners and telecommunications services and
systems. RHI is a wholly-owned subsidiary of TFC.
Exhibit A, which is incorporated herein by reference, sets forth the
name, business address, the present principal occupation or employment, and the
citizenship of the executive officers and directors of RHI and TFC.
During the five years prior to the date hereof, neither TFC, RHI, and to
TFC's and RHI's knowledge no executive officer or director of TFC or RHI has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years nor has been (ii) a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities law or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Prior to a public offering in 1990, TFC, through RHI, owned 100% of the
Common Stock. As a result of the public offering, TFC's indirect beneficial
ownership of the Common Stock was reduced from 100.0% to 47.2%
Item 4. Purpose of Transaction
The Common Stock beneficially owned by TFC, through RHI, is currently
held for investment purposes only. TFC has reached an agreement in principle
(the "Agreement") with Banner pursuant to which TFC will cause VSI Corporation,
an indirect wholly-owned subsidiary of TFC and RHI, to form a Delaware
corporation, Harco, Inc., to which VSI will cause to be transferred certain
assets and liabilities of VSI's Harco division. TFC will then cause the stock of
Harco, Inc. to be exchanged for Banner Common Stock aggregating approximately
$26,815,000 in value plus or minus, as the case may be, an amount equal to the
increase or decrease in the net worth (net of cash or cash equivalents) of the
business of Harco, Inc. from September 30, 1995 until the date of the closing of
such transaction. As a result of such transaction, TFC, through RHI, will own
approximately 58% of the outstanding Common Stock, based on an estimated price
of $6.00 per share of Common Stock. The closing of such transaction is subject
to the execution of definitive documentation, the receipt of all necessary
governmental and third party consents and the satisfaction of customary
conditions to closing.
Page 3 of 5 Pages
<PAGE>
TFC and RHI have from time to time, and will continue to from time to
time, consider various alternatives with respect to its investment in Banner.
However, other than the Agreement, neither TFC nor RHI has any current plans to
acquire any additional shares of Common Stock. Neither TFC nor RHI currently has
any plans or proposals which relate to or could result in Banner becoming a
privately held company. Neither TFC nor RHI currently has specific plans or
proposals that relate to or would result in any of the matters described in
subparagraphs (b) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Based on Banner's Quarterly report on form 10-Q for its fiscal
quarter ended September 30, 1995, TFC's beneficial ownership of 8,500,000 shares
of Common Stock, through RHI, constitutes approximately 47.2% of the Common
Stock outstanding, based upon 18,002,100 shares of Common Stock issued and
outstanding as of November 10, 1995. The number of shares of Common Stock
beneficially owned by the executive officers and directors of each of RHI and
TFC is listed in Exhibit A hereto, which is incorporated herein by reference.
(b) The information required by this paragraph is set forth in Items 7
through 11 of the cover page of this Schedule.
(c) through (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
RHI presently has a registration rights agreement for the shares of
Common Stock it currently owns. Neither RHI nor TFC any of their respective
officers and directors has any contracts, arrangements, understandings or
relationships (legal or otherwise) among such persons or with any other person
with respect to any securities of Banner, including, but not limited to,
transfer or voting of any securities of Banner, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.
It is anticipated that pursuant to the agreement in principle described
in Item 4, RHI will receive registration rights with respect to such shares of
Common Stock.
Item 7. Items to be Filed as Exhibits.
Exhibit A. Information concerning the executive officers and
directors of RHI and TFC.
Page 4 of 5 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 1996
THE FAIRCHILD CORPORATION
By: /s/ Donald E. Miller
--------------------------
Donald E. Miller
Senior Vice President
General Counsel
and Secretary
RHI HOLDINGS, INC.
By: /s/ Donald E. Miller
--------------------------
Donald E. Miller
Vice President
and Secretary
Page 5 of 5 pages
<PAGE>
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF THE FAIRCHILD CORPORATION
The names, titles, present principal occupation, five year employment
history and business addresses of each of the directors and executive officers
of TFC are set forth below. The business address of each of the directors and
executive officers of TFC, with respect to positions, offices or employment with
TFC, is 300 West Service Road, Chantilly, VA 22021. All directors and officers
listed below are citizens of the United States, with the exception of Jeffrey J.
Steiner, Chairman of the Board, Chief Executive Officer and President of each of
TFC and RHI who is a citizen of Austria.
Title, Present Principal Occupation, Five Year
Name Employment History and Business Addresses
Michael T. Alcox Senior Vice President and the Chief Financial
Officer of TFC since December 1987. He also
served as Treasurer of TFC from September 1990
until November 1991. Since 1990, Mr. Alcox also
has served as Vice President and the Chief
Financial Officer of RHI Holdings, Inc. ("RHI")
and Fairchild Industries, Inc. ("Fairchild
Industries"), two subsidiaries of TFC. He is a
director of RHI, Fairchild Industries, and
Banner Aerospace, Inc. ("Banner Aerospace"). He
became a director of TFC in 1988.(1)
Mortimer M. Caplin Director of TFC since 1990. Senior member of
Caplin & Drysdale (attorneys) since 1964. Mr.
Caplin serves as a director of Fairchild
Industries, Presidential Realty Corporation and
Danaher Corporation.
Philip David Director of TFC since 1985. Consultant to TFC
from January 1988 to June 1993. He was also an
employee of TFC from January 1988 to December
1989. He was a Professor of Urban Development at
Massachusetts Institute of Technology until June
1988. Dr. David is also a director of Advanced
NMR Systems, Inc.
Thomas J. Flaherty Director of TFC since 1993. Joined TFC in April
1993, as the Chief Operating Officer. Since
1993, he also has served as a director and the
Chief Operating Officer of Fairchild Industries.
He was President and the Chief Operating Officer
of IMO Industries, Inc. from 1992 to April 1993.
He was the Chief Executive Officer & President
of Transnational Industries, Inc. from 1990 to
<PAGE>
1992. From 1977 to 1990, he held various
executive positions with the Hamilton Standard
and Pratt & Whitney units of United Technologies
Corporation.
Harold J. Harris Director of TFC since 1985. President of Wm. H.
Harris, Inc. (retailer). He is a director of
Capital Properties Incorporated of Rhode Island.
Samuel J. Krasney Director since 1968. Retired in 1993 as the
Chairman of the Board, the Chief Executive
Officer and President of Banner Aerospace,
positions he had held since June 1990. He
continues to serve as a member of the Board of
Banner Aerospace (since June 1990) and also
serves as the Vice Chairman of the Board of TFC
(since December 1985). He served as the Chief
Operating Officer of TFC from December 1985
until December 1989. Mr. Krasney has served as
the managing partner of ABBA Capital Enterprises
since October 1985. Mr. Krasney is a director of
FabriCenters of America, Inc. and Waxman
Industries, Inc.(2)
Frederick W. McCarthy Director since 1986. Chairman of the Board of
Triumph Capital Group, Inc. and a Managing
Director of Triumph Corporate Finance Group,
Inc. (investment bankers), a position held since
March 1990. Prior thereto, he was a Managing
Director of Drexel Burnham Lambert Incorporated
("Drexel Burnham"), investment bankers, from
1974 until January 1990. Mr. McCarthy serves as
a director of RHI, RC/Arby's Corporation, Nutra
Max Products, Inc., and EnviroWorks, Inc.
Herbert S. Richey Director since 1977. Served as President of
Richey Coal Company (coal properties- brokerage
and consulting) until December 1993. Mr. Richey
is a director of Fairchild Industries and Sifco
Industries, Inc.
Robert A. Sharpe II Director since 1995. Joined Smithfield Foods,
Inc. as Vice President, Corporate Development,
in July 1994. Prior to that time Mr. Sharpe
served as Senior Vice President of NationsBank
Corporation and held other management positions
with NationsBank.
Dr. Eric I. Steiner Served as Senior Vice President, Operations of
TFC since May 1992, and is currently President
of Fairchild Fasteners, a division of VSI
Corporation, a wholly owned subsidiary of
Fairchild Industries. Prior thereto, he served
<PAGE>
as President of Camloc/RAM Products, one of
TFC's operating units, from September 1993 to
February 1995. He served as Vice President,
Business Planning of TFC from March 1991 until
May 1992. He has also served as Vice President
of Fairchild Industries since May 1992. He
received an M.B.A. from Insead in France in
1990. Prior thereto, he received an M.D. in 1988
from Faculte de Medicine de Paris and was a
medical doctor at Hospitaux De Paris in France
until November 1989. He is a director of Banner
Aerospace. Dr. Steiner became a director of TFC
in 1988. He is the son of Jeffrey J. Steiner.
Jeffrey J. Steiner Chairman of the Board and the Chief Executive
Officer of TFC since December 1985, and as
President of TFC since July 1, 1991. Mr. Steiner
also served as President of TFC from November
1988 until January 1990. He has served as the
Chairman of the Board, the Chief Executive
Officer and President of Banner Aerospace since
September 1993. He served as the Vice Chairman
of the Board of Rexnord Corporation from July
1992 to December 1993. He has served as the
Chairman, President, and the Chief Executive
Officer of Fairchild Industries since July 1991
and of RHI since 1988. Mr. Steiner is and for
the past five years has been President of Cedco
Holdings Ltd., a Bermuda corporation (a
securities investor). He serves as a director of
The Franklin Corporation and The Copley Fund. He
became a director of TFC in 1985. He is the
father of Dr. Eric I. Steiner.(3)
Mel D. Borer Vice President of TFC since September 1993. Mr.
Borer has also served as Vice President of
Fairchild Industries since 1991 and as President
of Fairchild Communications Services Company
since 1989.
Robert D. Busey Vice President of TFC since September 1992. Mr.
Busey has also served as Vice President of
Fairchild Industries since November 1993. Prior
to September 1992, Mr. Busey was Assistant Vice
President of TFC and held other management
positions with Fairchild Industries.
Christopher Colavito Vice President and Controller of TFC since
November 1990. Mr. Colavito also has served as
Vice President and Controller of Fairchild
Industries since August 1989. Prior thereto, Mr.
Colavito, who is a Certified Public Accountant,
<PAGE>
was Assistant Controller of Fairchild Industries
and held other financial management positions
with Fairchild Industries.
John L. Flynn Senior Vice President, Tax of TFC since
September 1994 and as Vice President, Tax since
August 1989. Mr. Flynn also has served as Vice
President, Tax of Fairchild Industries since
November 1986.
Harold R. Johnson Brig. Gen., USAF (Ret.), has served as Senior
Vice President, Business Development of TFC
since November 1990. General Johnson has also
served as Vice President of Fairchild Industries
since February 1988.
Robert H. Kelley Vice President, Employee Benefits of TFC since
November 1993. He also has served as Vice
President of Fairchild Industries since November
1993. Prior thereto, he held other management
positions with Fairchild Industries.
Donald E. Miller Senior Vice President and General Counsel of TFC
since January 1991 and Corporate Secretary since
January 1995. Mr. Miller also has served as Vice
President and General Counsel of Fairchild
Industries since November 1991. Prior to 1991,
Mr. Miller was a principal of the law firm of
Temkin & Miller, Ltd. in Providence, Rhode
Island.
Karen L. Schneckenburger Vice President of TFC since September 1992 and
as Treasurer of TFC since November 1991. Ms.
Schneckenburger also has served as Treasurer of
Fairchild Industries since August 1989. Prior
thereto, she served as Director of Finance of
Fairchild Industries from 1986 through 1989.
(1) Beneficially owns 39,000 shares of Banner Common Stock,
which includes stock options for 7,000 shares.
(2) Beneficially owns 91,000 shares of Banner Common Stock.
(3) Beneficially owns approximately 48% of the outstanding
Banner Common Stock.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF RHI HOLDINGS, INC.
The names, titles, present principal occupation, five year employment
history and business addresses of each of the directors and executive officers
of RHI are set forth below. The business address of each of the directors and
executive officers of RHI with respect to positions, offices or employment with
RHI is 300 West Service Road, Chantilly, VA 22021. All directors and officers
listed below are citizens of the United States, with the exception of Jeffrey J.
Steiner, Chairman of the Board, Chief Executive Officer and President of RHI who
is a citizen of Austria.
Title, Present Principal
Occupation, Five Year Employment
Name History and Business Addresses
Michael T. Alcox See "Directors and Executive Officers
of The Fairchild Corporation."
Frederick W. McCarthy See "Directors and Executive Officers
of The Fairchild Corporation."
Jeffrey J. Steiner See "Directors and Executive Officers
of The Fairchild Corporation."
John L. Flynn See "Directors and Executive Officers
of The Fairchild Corporation."
Donald E. Miller See "Directors and Executive Officers
of The Fairchild Corporation."
Karen L. Schneckenburger See "Directors and Executive Officers
of The Fairchild Corporation."
Robert D. Busey See "Directors and Executive Officers
of The Fairchild Corporation."
Irving Levine Director since 1989. Mr. Levine is
President and Chairman of the
Board of Directors of the Copley Fund,
Inc. (a management investment
company), and has been a director,
consultant and employee of investment
companies and investment advisory firms
for approximately 25 years. He
serves as a director of the Franklin
Corporation.
