THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 902(g) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Fairchild Corporation
(Name of Issuer)
Class A Common Stock Par Value $0.10 Per Share
(Title of Class of Securities)
303698104
(CUSIP Number)
James E. McKee, Gabelli Funds, Inc.,
One Corporate Center, Rye, NY 10580-1434 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 1997
(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:
____
/___/
<PAGE>
_________________________________________________________________
CUSIP No. 303698104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, Inc. I.D. No. 13-3056041
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO-Funds of investment company clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 510,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 510,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
________________________________________________________________
CUSIP No. 303698104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc. I.D. No. 13-2951242
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO: Funds of investment advisory clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 466,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 466,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.73%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
_________________________________________________________________
CUSIP No. 303698104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli International Limited I.D. No. Foreign Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_________________________________________________________________
: (7) SOLE VOTING POWER
: 43,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 43,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.25%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
_________________________________________________________________
CUSIP No. 303698104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement on
Schedule 13D relates is the Class A Common Stock, par value $0.10
per share ("Securities"), of The Fairchild Corporation (the "Issu-
er"), a Delaware corporation, with principal offices located at 300
West Service Road, PO Box 10803 Chantilly, Virginia 20153.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mr.
Gabelli") and various entities which he directly or indirectly controls
or for which he acts as chief investment officer. These entities,
except for Lynch Corporation ("Lynch"), Spinnaker Industries, Incorpo-
rated ("Spinnaker"), Western New Mexico Telephone Company ("Western New
Mexico"), Entoleter, Inc. ("Entoleter"), Lynch Telecommunications
Corporation ("Lynch Telecom"), Lynch Telephone Corporation ("Lynch
Telephone") and Inter-Community Telephone Company ("Inter-Community")
(collectively, "Lynch and its affiliates"), engage in various aspects of
the securities business, primarily as investment adviser to various
institutional and individual clients, including registered investment
companies and pension plans, as broker/dealer and as general partner of
various private investment partnerships. Certain of these entities may
also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially
more than 5% of a class of equity securities of a particular issuer.
Although several of the foregoing persons are treated as institutional
investors for purposes of reporting their beneficial ownership on the
short-form Schedule 13G, the holdings of those who do not qualify as
institutional investors may exceed the 1% threshold presented for filing
on Schedule 13G or implementation of their investment philosophy may
from time to time require action which could be viewed as not completely
passive. In order to avoid any question as to whether their beneficial
ownership is being reported on the proper form and in order to provide
greater investment flexibility and administrative uniformity, these
persons have decided to file their beneficial ownership reports on the
more detailed Schedule 13D form rather than on the short-form Schedule
13G and thereby to provide more expansive disclosure than may be
necessary.
(a), (b) and (c) - This statement is being filed by one or
more of the following persons: Gabelli Funds, Inc. ("GFI"), GAMCO
Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"), Gabelli &
Company, Inc. ("Gabelli & Company"), Gabelli Performance Partnership
L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli Associates Fund ("Gabelli As-
sociates"), Gabelli Associates Limited ("GAL"), Gabelli & Company, Inc.
Profit Sharing Plan (the "Plan"), Gabelli International Limited ("GIL"),
Gabelli International II Limited ("GIL II"), Gabelli International Gold
Fund Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli Multimedia
Partners, L.P. ("Multimedia Partners"), Gemini Capital Management Ltd.
("Gemini"), Gabelli Foundation, Inc. ("Foundation"), Mr. Gabelli, Lynch,
Spinnaker, Western New Mexico, Entoleter, Lynch Telecom, Lynch Telephone
and Inter-Community. Those of the foregoing persons signing this
Schedule 13D are hereafter referred to as the "Reporting Persons".
GAMCO, a wholly-owned subsidiary of GFI, is an investment
adviser registered under the Investment Advisers Act of 1940, as amended
("Advisers Act"). GAMCO is an investment manager providing discretion-
ary managed account services in the equity area for employee benefit
plans, private investors, endowments and foundations.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended ("l934 Act"), which as a part of its business regularly
purchases and sells securities for its own account.
GLI, a wholly-owned subsidiary of GSI, is the trustee for the
Gabelli-Rosenthal & Partners, L.P. Liquidating Trust.
Gabelli Associates is a New York limited partnership whose
primary business purpose is risk arbitrage investments. GSI and Mr.
Gabelli are the general partners of Gabelli Associates.
GAL is a corporation whose primary business purpose is risk
arbitrage investments. Shares of GAL's Common Stock will be offered to
persons who are neither citizens nor residents of the United States and
may be offered to a limited number of U.S. investors. GSI is the
investment manager of GAL.
GSI, a majority-owned subsidiary of GFI, is a Delaware
corporation which as a part of its business regularly purchases and
sells securities for its own account. It is the immediate parent of
Gabelli & Company.
GFI is the ultimate parent company for a variety of companies
engaged in the securities business, each of which is named above. In
addition, GFI is an investment adviser registered under the Advisers
Act. GFI is an investment adviser which presently provides discretion-
ary managed account services for The Gabelli Equity Trust Inc., The
Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible
Securities Fund, Inc., The Gabelli Value Fund Inc., The Gabelli Small
Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund,
The Gabelli Global Telecommunications Fund, Gabelli Gold Fund, Inc., The
Gabelli Global Multimedia Trust Inc., The Gabelli Global Convertible
Securities Fund, Gabelli Capital Asset Fund, Gabelli International
Growth Fund, Inc. and The Gabelli Global Interactive Couch Potato Fund
(collectively, the "Funds"), which are registered investment companies.
The Plan, a qualified employee profit sharing plan, covers
substantially all employees of GFI and its affiliates.
GPP, a New York limited partnership, is a limited partnership
whose primary business purpose is investing in securities. Mr. Gabelli
is the general partner and chief investment officer of GPP.
GIL is a corporation whose primary business purpose is
investing in a portfolio of equity securities and securities convertible
into, or exchangeable for, equity securities in order to achieve its in-
vestment objective of significant long-term growth of capital. Shares
of GIL's common stock are offered to persons who are neither citizens
nor residents of the United States and may be offered to a limited
number of U.S. investors. The investments of GIL are managed by Mr.
Gabelli who is also a director and Chairman of the Board of Directors of
GIL.
GIL II is a corporation whose business purpose is investing
primarily in a portfolio of equity securities and securities convertible
into, or exchangeable for, equity securities in order to achieve its in-
vestment objective of significant long-term growth of capital. Shares
of GIL II's common stock are offered to persons who are neither citizens
nor residents of the United States and may be offered to a limited
number of U.S. investors. The investments of GIL II are managed by Mr.
Gabelli who is also a director and Chairman of the Board of Directors of
GIL II.
ALCE is a Delaware investment limited partnership that seeks
long-term capital appreciation primarily through investments in public
and private equity securities. GSI is a general partner of ALCE.
Multimedia Partners is a Delaware investment limited partnership
whose objective is to provide long-term capital appreciation by
investing primarily in public and private multimedia communications
companies. GSI is a general partner of Multimedia Partners.
Gemini is a corporation whose primary business purpose is to
provide advisory services to offshore funds.
The Foundation is a private foundation. Mr. Gabelli is the
President, a Trustee and the Investment Manager of the Foundation.
Lynch, an Indiana corporation, is a diversified public company
traded on the American Stock Exchange. Its subsidiaries are engaged in
communications, services, and manufactured products. Spinnaker, a
Delaware subsidiary of Lynch, is also a public company and its stock is
traded through the NASDAQ System. Spinnaker is a diversified manufac-
turing firm with major subsidiaries in specialty adhesive-backed
materials business. Another of Lynch's subsidiaries, Western New
Mexico, provides telephone services in a service area in Southwestern
New Mexico. Inter-Community, which is also a subsidiary of Lynch,
provides local telephone services in an area 40 miles west of Fargo,
North Dakota. Lynch and Spinnaker actively pursue new business ven-
tures and acquisitions. Lynch and its affiliates make investments in
marketable securities to preserve capital and maintain liquidity for
financing their business activities and acquisitions (not in the case of
Western New Mexico) and are not engaged in the business of investing,
reinvesting, or trading in securities. Mr. Gabelli is Chairman of Lynch
and owns beneficially 23.52% of the shares of common stock of Lynch.
Mr. Gabelli is the majority stockholder and Chairman of the
Board of Directors and Chief Executive Officer of GFI and the Chief
Investment Officer for each of the Reporting Persons other than Gemini.
GFI, in turn, is the sole stockholder of GAMCO. GFI is also the
majority stockholder of GSI. Gabelli & Company is a wholly-owned
subsidiary of GSI. GLI is a wholly-owned subsidiary of GSI. Mr. Marc
J. Gabelli is the majority stockholder of Gemini.
The Reporting Persons do not admit that they constitute a
group.
GFI, GAMCO, Gabelli & Company and GLI are New York corpora-
tions and GSI is a Delaware corporation, each having its principal
business office at One Corporate Center, Rye, New York 10580-1434. GPP
is a Delaware limited partnership having its principal business office
at 8 Sound Shore Drive, Greenwich, Connecticut 06830. Gabelli Associ-
ates is a New York limited partnership having its principal business
office at One Corporate Center, Rye, New York 10580-1434. GAL and GIL
are corporations organized under the laws of the British Virgin Islands
having their principal business office at c/o MeesPierson (Cayman)
Limited, British American Centre, Dr. Roy's Drive-Phase 3, George Town,
Grand Cayman, British West Indies. GIL II is a corporation organized
under the laws of the British Virgin Islands having their principal
business office at c/o Coutts & Company (Cayman) Limited, West Bay Road,
Grand Cayman, British West Indies. Gemini is a Bermuda corporation with
its principal business office at c/o Appleby, Spurling & Kempe, Cedar
House, 41 Cedar Avenue, Hamilton HM12, Bermuda. The Foundation is a
private foundation having its principal offices at 165 West Liberty
Street, Reno, Nevada 89501. Lynch is an Indiana corporation having its
principal business office at 8 Sound Shore Drive, Greenwich, CT 06830.
Spinnaker is a Delaware corporation having its principal business office
at 251 Welton Street, Hamden, CT 06511.
For information required by instruction C to Schedule 13D with
respect to the executive officers and directors of the foregoing
entities and other related persons (collectively, "Covered Persons"),
reference is made to Schedule I annexed hereto and incorporated herein
by reference.
(d) and (e) - On December 8, 1994, the SEC instituted and
simultaneously accepted offers for the settlement of an administrative
proceeding against Gabelli & Company and GAMCO. The order instituting
the proceeding included a finding, which Gabelli & Company and GAMCO
neither admitted nor denied, that they failed to implement and maintain
policies and procedures reasonably designed to prevent the misuse of
material, nonpublic information by not specifically addressing the
special circumstances that arose from their affiliation with Lynch
Corporation, a public company. To resolve this matter, Gabelli &
Company and GAMCO agreed to cease and desist from violating Section
15(f) of the 1934 Act and Section 204A of the Advisers Act, respective-
ly. They further agreed to each pay a civil penalty in the amount of
$50,000, and to retain, and adopt the recommendations of, an independant
consultant regarding their Section 15(f) and Section 204A policies and
procedures.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
All Reporting Persons used an aggregate of approximately
$21,444,300 to purchase the Securities reported as beneficially owned in
Item 5 below. GAMCO and GFI used approximately $9,923,370 and
$10,634,700, respectively, of funds that were provided through the
accounts of certain of their investment advisory clients (and, in the
case of some of such accounts at GAMCO, may be through borrowings from
client margin accounts) in order to purchase the Securities for such
clients. GIL used approximately $886,230 of working captial to purchase
the Securities reported by it.<PAGE>
Item 4.Purpose of Transaction
Each of the Reporting Persons, with the exceptions of Lynch
and its affiliates, has purchased and holds the Securities reported by
it for investment for one or more accounts over which it has shared,
sole, or both investment and/or voting power, for its own account, or
both.
The Reporting Persons, with the exceptions of Lynch and its
affiliates, are engaged in the business of securities analysis and
investment and pursue an investment philosophy of identifying underval-
ued situations. In pursuing this investment philosophy, the Reporting
Persons analyze the operations, capital structure and markets of
companies in which they invest, including the Issuer, on a continuous
basis through analysis of documentation and discussions with knowledge-
able industry and market observers and with representatives of such
companies (often at the invitation of management). The Reporting Persons
do not believe they possess material inside information concerning the
Issuer. As a result of these analytical activities one or more of the
Reporting Persons may issue analysts reports, participate in interviews
or hold discussions with third parties or with management in which the
Reporting Person may suggest or take a position with respect to
potential changes in the operations, management or capital structure of
such companies as a means of enhancing shareholder values. Such
suggestions or positions may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of the Schedule 13D form,
including, without limitation, such matters as disposing of one or more
businesses, selling the company or acquiring another company or
business, changing operating or marketing strategies, adopting or not
adopting, certain types of anti-takeover measures and restructuring the
company's capitalization or dividend policy.
Each of the Reporting Persons intends to adhere to the
foregoing investment philosophy with respect to the Issuer. However,
none of the Reporting Persons intends to seek control of the Issuer or
participate in the management of the Issuer, and any Reporting Person
that is registered as an investment company under the l940 Act will
participate in such a transaction only following receipt of an exemption
from the SEC under Rule l7d-l under the l940 Act, if required, and in
accordance with other applicable law.
In pursuing this investment philosophy, each Reporting Person
will continuously assess the Issuer's business, financial condition,
results of operations and prospects, general economic conditions, the
securities markets in general and those for the Issuer's securities in
particular, other developments and other investment opportunities, as
well as the investment objectives and diversification requirements of
its shareholders or clients and its fiduciary duties to such sharehold-
ers or clients. Depending on such assessments, one or more of the
Reporting Persons may acquire additional Securities or may determine to
sell or otherwise dispose of all or some of its holdings of Securities.
Although the Reporting Persons share the same basic investment philoso-
phy and although portfolio decisions are made by or under the supervi-
sion of Mr. Gabelli, the investment objectives and diversification
requirements of various clients differ from those of other clients so
that one or more Reporting Persons may be acquiring Securities while
others are disposing of Securities.
With respect to voting of the Securities, the Reporting
Persons have adopted general voting policies relating to voting on
specified issues affecting corporate governance and shareholder values.
Under these policies, the Reporting Persons generally vote all securi-
ties over which they have voting power in favor of cumulative voting,
financially reasonable golden parachutes, one share one vote, management
cash incentives and pre-emptive rights and against greenmail, poison
pills, supermajority voting, blank check preferred stock and super-dilu-
tive stock options. Exceptions may be made when management otherwise
demonstrates superior sensitivity to the needs of shareholders. In the
event that the aggregate voting position of all joint filers shall
exceed 25% of the total voting position of the issuer then the proxy
voting committees of each of the Funds shall vote their Fund's shares
independently.
Each of the Covered Persons who is not a Reporting Person has
purchased the Securities reported herein as beneficially owned by him
for investment for his own account or that of one or more members of his
immediate family. Each such person may acquire additional Securities or
dispose of some or all of the Securities reported herein with respect to
him.
Other than as described above, none of the Reporting Persons
and none of the Covered Persons who is not a Reporting Person has any
present plans or proposals which relate to or would result in any
transaction, change or event specified in clauses (a) through (j) of
Item 4 of the Schedule 13D form.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 1,019,000 shares, representing 5.98%
of the 17,030,717 shares outstanding as reported in the Issuer's
Prospectus dated December 15, 1997. The Reporting Persons beneficially
own those Securities as follows:
Shares of % of
Common Class of
Name Stock Common
GFI:
As Principal 0 0.00%
As Agent 510,000 3.00%
GAMCO:
As Principal 0 0.00%
As Agent 466,000 2.73%
GIL 43,000 0.25%
Mario J. Gabelli 0 0.00%
Mr. Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons and GFI
is deemed to have beneficial ownership of the Securities beneficially
owned by each of the foregoing persons other than Mr. Gabelli.
(b) Each of the Reporting Persons and Covered Persons has the
sole power to vote or direct the vote and sole power to dispose or to
direct the disposition of the Securities reported for it, either for its
own benefit or for the benefit of its investment clients or its
partners, as the case may be, except that (i) GAMCO Investors, Inc. does
not have the authority to vote 35,000 of the reported shares, (ii) GFI
has sole dispositive and voting power with respect to the shares of the
Issuer held by the Funds so long as the aggregate voting interest of all
joint filers does not exceed 25% of their total voting interest in the
Issuer and, in that event, the Proxy Voting Committee of each Fund shall
respectively vote that Fund's shares, (iii) at any time, the Proxy
Voting Committee of each such Fund may take and exercise in its sole
discretion the entire voting power with respect to the shares held by
such fund under special circumstances such as regulatory considerations,
and (iv) the power of Mr. Gabelli and GFI is indirect with respect to
Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all other other transactions
in the Securities which were effected during the past sixty days or
since the most recent filing on Schedule 13D, whichever is less, by each
of the Reporting Persons and Covered Persons is set forth on Schedule II
annexed hereto and incorporated herein by reference.
(d) The investment advisory clients of GFI and GAMCO, the
partners of the various partnerships managed by Mr. Gabelli and GSI
(including GPP, Gabelli Associates, ALCE, and Multimedia Partners to the
extent of their economic interest there-in) and the shareholders of GIL
and GIL II which Mr. Gabelli manages and GAL which is managed by GSI
have the sole right to receive and, subject to the notice, withdrawal
and/or termination provisions of such advisory contracts and partnership
arrangements, the sole power to direct the receipt of dividends from,
and the proceeds of sale of, any of the Securities beneficially owned by
such Reporting Persons. Except as noted, no such client or partner has
an interest by virtue of such relationship that relates to more than 5%
of the Securities. Neither Mr. Gabelli nor GFI nor any of such other
Reporting Persons has an economic interest in any of the Securities
reported herein except those reported as being directly owned by GFI,
GAMCO, Mr. Gabelli, Gabelli & Company, GSI, GIL, GIL II, GAL, GPP, Lynch
and its affiliates, the Plan, Gabelli Associates, ALCE
and Multimedia Partners.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of GFI and GAMCO
with respect to Securities owned beneficially by them on behalf of
their investment advisory clients, of GLI, Mr. Gabelli and GSI with
respect to Securities owned beneficially by them on behalf of the
partnerships which they directly or indirectly manage, and of GIL
and GAL with respect to Securities owned beneficially by them on
behalf of their shareholders, are held pursuant to written
agreements with such clients and partnerships. The pertinent
portions of forms of such agreements utilized by such Reporting
Persons are filed as Exhibits hereto.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attached hereto. The
following Exhibits B, D, E and F are incorporated herein by
reference to Exhibits B, D, E and F in Schedule 13D of various
Gabelli entities dated June 19, l989 relating to the Common Stock
of Lincoln Telecommunications Company. The following Exhibit K is
incorporated by reference to Exhibit K in Amendment No. 3 to
Schedule 13D of various Gabelli entities dated January 3, 1989
relating to the Common Stock of Wynn's International. The
following Exhibit N is incorporated by reference to Exhibit N to
Schedule 13D of various Gabelli entities dated October 9, 1989
relating to the Common Stock of Graphic Technology, Inc. The
following Exhibit BB is incorporated by reference to Exhibit BB in
Amendment No. 6 to Schedule 13D of various Gabelli entities dated
November 3, 1992 relating to the Common Stock of Hector Communica-
tions. The following Exhibit CC is incorporated by reference to
Exhibit CC in Amendment No. 10 to Schedule 13D of various Gabelli
entities dated November 9, 1992 relating to the Common Stock of The
Liberty Corporation. The following Exhibit LL is incorporated by
reference to Exhibit LL in the initial Schedule 13D of various
Gabelli entities dated June 27, 1995 relating to the Common Stock
of Pulitzer Publishing. The following Exhibit RR is incorporated
by reference to Exhibit RR in Amendment No. 16 to Schedule 13D of
various Gabelli entities dated April 23, 1996 relating to the
Common Stock of Aaron Rents, Inc.
Exhibit A: Joint Filing Agreement
Exhibit B: Pertinent portions of form of investment
advisory agreement used by GAMCO Inves-
tors, Inc.
Exhibit D: Pertinent portions of Gabelli Funds, Inc.
advisory agreements.
Exhibit E: Pertinent portions of Gabelli Asset Fund
and Gabelli Growth Fund voting procedu-
res.
Exhibit F: Pertinent portions of partnership agree-
ments to which Gabelli Associates, GLI
and GPP are parties.
Exhibit K: Pertinent portions of the Investment
Management Agreement of GIL.
Exhibit N: Pertinent portions of the Investment
Management Agreement of GAL.
Exhibit BB: Memorandum of understanding between
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commission
(dated November 3, 1992).
Exhibit CC: Joint motion for approval of memorandum
of understanding filed with FCC by
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commis-
sion (dated November 9, 1992).
Exhibit LL: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Joseph H. Epel.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Robert E. Dolan.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Mario J. Gabelli.
Exhibit RR: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Marc J. Gabelli.
<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.
Dated: December 29, 1997
MARIO J. GABELLI
By:_____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: James E. McKee
Attorney-in-Fact
<PAGE>
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive offi-
cers and directors of the undersigned: his name; his business address;
and his present principal occupation or employment and the name,
principal business and address of any corporation or other organiza-
tion in which such employment is conducted. Unless otherwise speci-
fied, the principal employer of each such individual is Gabelli Funds,
Inc., Gabelli & Company, Inc., or GAMCO Investors, Inc., the business
address of each of which is One Corporate Center, Rye, New York 10580,
and each such individual identified below is a citizen of the United
States. To the knowledge of the undersigned, during the last five
years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such
person was a party to a civil proceeding of a judicial or administra-
tive body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future viola-
tions of, or prohibiting or mandating activities subject to, federal
or state securities law or finding any violation with respect to such
laws except as reported in Item 2(d) of this Schedule 13D.
<PAGE>
Gabelli Funds, Inc.
Directors:
Mario J. Gabelli*
Richard B. Black Chairman of Raster Image
Processing Systems; Chairman
ECRM; Director of Archetype
and Oak Technology; Director
of The Morgan Group, Inc.;
General Partner of KBA Part-
ners, Parker Plaza
400 Kelby Street,
Fort Lee, NJ 07029
Charles C. Baum Chairman, Director and Chief Execu-
tive Officer of The Morgan Group,
Inc.;
Secretary & Treasurer
United Holdings
2545 Wilkens Avenue
Baltimore, MD 21223
Dr. Eamon M. Kelly President
Tulane University
218 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Marc J. Gabelli Vice President
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
Stephen G. Bondi Executive Vice President,
Chief Financial and Admin-
istrative Officer
James E. McKee Vice President, General
Counsel and Secretary
_____________________
* Mr. Gabelli is the Chairman, Chief Executive Officer and Chief
Investment Officer of Gabelli Funds, Inc. and of GAMCO Investors, Inc.;
Director/Trustee of all registered investment companies advised by
Gabelli Funds, Inc.; Chairman and Chief Executive Officer of Lynch
Corporation.
<PAGE>
GAMCO Investors, Inc.
Directors:
Mario J. Gabelli
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. Pitaro
F. William Scholz, II
Officers:
Mario J. Gabelli Chief Executive Officer
and Chief Investment Officer
Joseph R. Rindler, Jr. Chairman
Douglas R. Jamieson Executive Vice President
Stephen G. Bondi Vice President
James E. McKee Vice President, General Counsel
and Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W.R. Blake
& Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo General Partner of ALCE
Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Ronald L. Gallatin Consultant
Gabelli Securities, Inc.
One Corporate Center
Rye, NY 10580
Francine Sommer Chief Executive Officer of
General Partner of Gabelli
Multimedia Partners, L.P.
One Corporate Center
Rye, NY 10580
Joseph R. Rindler, Jr. See above
Officers:
Gary P. Watson Executive Vice President,
Chief Financial and Admin-
istrative Officer
Stephen G. Bondi Vice President
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Stephen G. Bondi See above
Donald C. Jenkins Director of Research
Officers:
James G. Webster, III Chairman
Stephen G. Bondi Vice President
Bruce N. Alpert Vice President-Mutual Funds
Walter K. Walsh Compliance Officer
James E. McKee Secretary
GLI, Inc.
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
Officers:
Mario J. Gabelli Chairman and Chief Investment
Officer
Stephen G. Bondi Vice President
Gabelli Associates Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley Vice President, Treasurer and
Assistant Secretary
Sandra Wight Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley Vice President, Treasurer, and
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Sandra Wight Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Gemini Capital Management Ltd.
Directors:
Marc J. Gabelli See above-Gabelli Funds, Inc.
Stephen G. Bondi See Above-Gabelli Funds, Inc.
Michael A. Salatto Controller, Gabelli Securities, Inc.
Michael J. Burns Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Douglas Molyneux Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Lynch Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Paul J. Evanson President
Florida Light & Power Co.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Morris Berkowitz Business Consultant
163-43 Willets Point Blvd.
Whitestone, NY 11357
Mario J. Gabelli See above-Gabelli Funds, Inc.
Paul Woolard Business Consultant
116 East 68th Street
New York, NY 10021
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Ralph R. Papitto Chairman of the Board
AFC Cable Systems, Inc.
50 Kennedy Plaza
Suite 1250
Providence, RI 02903
Salvatore Muoio Principal
S. Muoio & Co., LLC
655 Third Avenue
New York, NY 10017
John C. Ferrara Business Consultant
110 Edward Place
Stamford, CT 06905
Officers:
Mario J. Gabelli Chairman and Chief Executive Officer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Spinnaker Industries, Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Directors:
Joseph P. Rhein 5003 Central Avenue
Ocean City, NJ 08226
Richard J. Boyle The Boyle Group, Inc.
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Ned N. Fleming, III Boyle, Fleming,
& Co., Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Robert E. Dolan See above Lynch Corporation
Anthonie C. van Ekris Chairman and Chief
Executive Officer
Balmac International, Inc.
61 Broadway
Suite 1900
New York, NY 10006
Frank E. Grzelecki President
Handy & Harman
One Corporate Center
Rye, New York 10580
Philip W. Colburn Chairman of the Board
Allen Telecom, Inc.
11611 San Vincente Blvd.
Suite 505
Los Angeles, CA 90049
Officers:
Ned N. Fleming, III President
Richard J. Boyle Chairman and Chief Executive Officer
Robert A. Hurwich Secretary
Mark A. Matteson Vice President, Corporate
Development
Craig Jennings Controller
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Ned N. Fleming, III See above-Spinnaker
Mark A. Matteson See above-Spinnaker
Robert Hladick See above Entoleter
Robert P. Wentzel See above Entoleter
James Fleming 230 Saugatuck Avenue, Unit 8
Westport, CT 06880
Officers:
Robert P. Wentzel President
Mark R. Matteson Vice President
Robert Hladick Controller & Secretary
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 88062
Directors:
Jack C. Keen Chairman and President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
John Clay Keen Route 6
Box 270
Greenville, TX 75401
Robert E. Dolan See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Mary J. Carroll See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Officers:
Jack C. Keen Chairman and President
Jack L. Bentley Executive Vice President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
Mary Beth Baxter Secretary & Treasurer
Robert A. Hurwich Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Keith S. Anderson See above-Inter-Community Telephone
Company
Robert Reff See above-Inter-Community Telephone
Company
Officers:
Leone A. Nilsen President
Robert Snyder President
Robert Reff Vice President
Keith S. Anderson Secretary
Harry B. Snyder Treasurer
Joseph H. Epel Assistant Treasurer
Robert A. Hurwich Assistant Secretary
Lynch Telecommunications Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Richard A. Kiesling 2801 International Lane
Suite 207
Madison, WI 53740
Robert E. Dolan See above-Lynch Corporation
Robert A. Snyder See above-Inter-Community
Telephone Company
Eugene P. Connell See above-Lynch Corporation
Officers:
Robert A. Hurwich Secretary
Joseph H. Epel Treasurer and
Assistant Secretary
Robert E. Dolan President, Controller, Assistant
Treasurer, and Assistant Secretary
Lynch Telephone Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Robert E. Dolan Controller
Jack W. Keen President
Robert A. Hurwich See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Officers:
Jack C. Keen Chairman
Jack W. Keen President
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Entities (as such term is
defined in the Schedule 13D referred to below) on behalf of each of
them of a statement on Schedule 13D (including amendments there-
to) with respect to the Class A Common Stock, par value $0.10 per
share, of The Fairchild Corporation and that this Agreement be
included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 29th day of December, 1997.
MARIO J. GABELLI
By:____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI SECURITIES, INC.
By:_________________________
James E. McKee
Secretary
GABELLI & COMPANY, INC.
By:_________________________
James E. McKee
Secretary
GABELLI PERFORMANCE
PARTNERSHIP, L. P.
By:_________________________
Mario J. Gabelli,
General Partner
by: James E. McKee
Attorney-in-Fact
GLI, INC.
By:_________________________
Mario J. Gabelli
Chairman
by: James E. McKee
Attorney-in-Fact
GABELLI ASSOCIATES FUND
By:_________________________
Gabelli Securities, Inc.,
General Partner
by: James E. McKee
Secretary
GABELLI ASSOCIATES LIMITED
By:_________________________
Gabelli Securities,Inc.,
Investment Manager
by: James E. McKee
Secretary
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:_________________________
Douglas R. Jamieson
Trustee
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: James E. McKee
Attorney-in-Fact
GABELLI INTERNATIONAL II LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: James E. McKee
Attorney-in-Fact
LYNCH CORPORATION
By:________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
SPINNAKER INDUSTRIES
By:_________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
WESTERN NEW MEXICO
By:____________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
ALCE PARTNERS, L.P.
By:__________________________
Gabelli Securities, Inc.
General Partner
by: James E. McKee
Secretary
GABELLI MULTIMEDIA
PARTNERS, L.P.
By:__________________________
Gabelli Securities, Inc.
General Partner
by: James E. McKee
Secretary
INTER-COMMUNITY TELEPHONE COMPANY
By:___________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
GEMINI CAPITAL MANAGEMENT LIMITED
By:___________________________
Marc J. Gabelli
Director
by: James E. McKee
Attorney-in-Fact
GABELLI FOUNDATION, INC.
By:___________________________
Mario J. Gabelli, President
by: James E. McKee
Attorney-in-Fact
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-FAIRCHILD CORP CL A
GABELLI FUNDS, INC.
THE GABELLI VALUE FUND,INC.
12/26/97 5,000 21.5150
12/24/97 10,000 21.3800
12/23/97 9,000 21.3000
12/22/97 5,000 21.1750
12/17/97 6,000 20.3979
THE GABELLI CAPITAL ASSET FUND
12/24/97 5,000 21.3800
GAMCO INVESTORS, INC.
12/17/97 2,000 20.2277
GAMCO INVESTORS, INC.
12/26/97 2,000- 21.2014
12/26/97 2,000 21.5000
12/26/97 2,000 21.2014
12/24/97 5,000 21.4375
12/24/97 5,000 21.4125
12/24/97 7,100 21.2720
12/23/97 22,500 21.2014
12/22/97 21,000 21.1548
12/19/97 7,700 20.5000
12/19/97 10,000 20.3750
12/18/97 12,300 20.4593
12/18/97 18,800 20.4003
12/17/97 75,500 20.2277
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NY STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
33
