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):
February 26, 1997
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.)
Washington Dulles International Airport
300 West Service Road, P.O. Box 10803
Chantilly, Virginia 20153
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703-478-5800
ITEM 5. OTHER EVENTS
On February 27, 1997, The Fairchild Corporation (the
"Corporation") announced: (1) that as of February 26, 1997 the
Corporation (as purchaser) and Mines de Kali Sainte-Therese S.A.
("KST") (as seller) completed a transaction pursuant to which the
Corporation acquired from KST common shares and convertible debt
representing, on a fully diluted basis, 84.2% of Simmonds S.A.,
and (ii) that the Corporation initiated a tender for the
remaining shares and convertible debt of Simmonds S.A. held by
the public. Assuming the successful conclusion of the tender, the
total cash consideration for the acquisition of Simmonds S.A.
will be approximately $25 million, along with the assumption of
approximately $33 million in debt.
Additional information is indicated in the Corporation's press
release issued on February 27, 1997, which is included herein as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release of The Fairchild Corporation, dated
February 27, 1997, announcing completion of
acquisition of Simmonds, S.A. Shares
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: February 27, 1997
THE FAIRCHILD CORPORATION
By: /s/ JOHN L. FLYNN
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John L. Flynn
Senior Vice President
Exhibit 99.1
Press Release dated February 27, 1997
The Fairchild Corporation Completes Acquisition of Simmonds S.A.
Shares; Fairchild Fastener Unit Poised for Market Growth
CHANTILLY, VA, February 27, 1997 -- Taking a major step toward
expanding its leading market position in the aerospace fastener
industry, The Fairchild Corporation (NYSE: FA) announced today
that its Fairchild Fasteners division has completed the
acquisition of common shares and convertible notes representing,
on a fully diluted basis, 84.2% of Simmonds S.A. from Mines de
Kali Sainte-Therese S.A.
Fairchild also announced its intent to tender immediately for the
remaining shares and convertible debt of Simmonds S.A. held by
the public. Assuming the successful conclusion of the tender,
the total cash consideration will be approximately $25 million,
along with the assumption of approximately $33 million in debt.
Simmonds S.A. is a leading European manufacturer and distributor
of aerospace and industrial, including automotive, fastening
systems, with three facilities located in France and one in
Portugal. For the year ended September 30, 1996, Simmonds'
consolidated revenues were approximately $60 million, of which
57% were aerospace products and 43% were industrial fasteners.
The company derives over 75% of its revenues from customers
located in France.
"Through this acquisition, we have improved our competitive
market position by increasing manufacturing capacity to take
better advantage of the surging demand for fastener products on
both sides of the Atlantic" said Dr. Eric Steiner, President of
Fairchild Fasteners and Chief Operating Officer of The Fairchild
Corporation.
"With essentially no overlap in products manufactured or
geographic markets served, this acquisition will benefit both
companies' customers by expanding the range and breadth of the
products available from a single supplier whose primary focus is
on quality and customer service, Dr. Steiner added, "In
addition, the joining of Simmonds" strong business base in
France with our existing industrial business will result in
exciting new synergies as well as the achieving of critical mass
in the engineered and specialty segment of the industrial
fasteners industry," Dr. Steiner concluded.' "This acquisition,
along with recent acquisitions by our Banner Aerospace, Inc.
subsidiary (NYSE: BAR), highlights our focus on both internal and
external growth of our aerospace business," noted Jeffrey J.
Steiner, Chairman and Chief Executive Officer of The Fairchild
Corporation. "It will also expand our market reach by offering
customers a global manufacturing presence to meet their regional
needs."
The Fairchild Corporation is a leading worldwide aerospace
fastener manufacturer, parts distributor and semiconductor
process equipment company. It also has a significant equity
interest in the telecommunications services and systems business.
