SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the year ended June 30, 1996 Commission File Number: 1-6560
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THE FAIRCHILD CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 34-0728587
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
(703) 478-5800
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(Registrant's Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each class which registered
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Class A Common Stock, par value
$.10 per share New York and Pacific Stock Exchange
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13 1/8% Subordinated Debentures
due 2006 New York Stock Exchange
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12% Intermediate Subordinated
Debentures due 2001 New York Stock Exchange
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13% Junior Subordinated
Debentures due 2007 New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants= knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K [ ].
As of March 27, 1997, the aggregate market value of the common shares
(based upon the closing price of these shares on the New York Stock Exchange)
of the Registrant held by nonaffiliates was approximately $102.0 million
(excluding shares deemed beneficially owned by affiliates of the Registrant
under Commission Rules).
As of March 27, 1997, the number of shares outstanding of each of the
Registrant's classes of common stock were as follows:
Class A common stock, $.10 par value 13,949,360
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Class B common stock, $.10 par value 2,632,690
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AMENDMENT
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The primary purpose of this Amendment is to provide an Exhibit listing
which incorporates by reference the December 31, 1996 Form 10-K recently
filed by Shared Technologies Fairchild Inc., who has a fiscal year which
differs from the Registrant's. (See new Exhibit 99(c)). The Registrant
holds a significant equity investment interest in Shared Technologies
Fairchild Inc. Other minor modifications to the Exhibit 10(a)(xii), Exhibit
10(b)(n) and Exhibit 10(b)(n)(i) have been made. The full exhibit index is
being provided.
<PAGE>
PART IV
ITEM 14. EXHIBITS
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(a)(3) Exhibits.
3 (a) Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit "C" of Registrant's
Proxy Statement dated October 27, 1989).
(b) Registrant's Amended and Restated By-Laws (as amended as
of September 15, 1995).
4 (a) Specimen of Class A Common Stock certificate (incorporated by
reference to Registration Statement No. 33-15359 on Form S-2).
(b) Specimen of Class B Common Stock certificate (incorporated by
reference from Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1989 (the "1989 10-K")).
(c) Form of Indenture between Registrant and J. Henry Schroder Bank
& Trust Company, pursuant to which Registrant's 13-1/8%
Subordinated Debentures due 2006 (the "Senior Debentures") were
issued (the "Debenture Indenture"), and specimen of Senior
Debenture (incorporated by reference to Registration Statement
No. 33-3521 on Form S-2).
(d) First Supplemental Indenture dated as of November 26, 1986, to
the Debenture Indenture (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1986 (the "December 1986 10-Q").
(e) Form of Indenture between Registrant and Manufacturers Hanover
Trust Company pursuant to which Registrant's 12-1/4% Senior
Subordinated Notes due 1996 (the "Senior Notes") were issued
(the"Note Indenture"), and specimen of Senior Note
(incorporated by reference to Registration Statement No.
33-03521 on Form S-2).
(f) First Supplemental Indenture dated as of November 26, 1986, to
the Note Indenture (incorporated by reference to the December
1986 10-Q).
(g) Indenture between Registrant and Connecticut National Bank (as
successor to National Westminster Bank) dated as of October 15,
1986, pursuant to which Registrant's Intermediate Subordinated
Debentures due 2001 (the "Intermediate Debentures") were
issued, and specimen of Intermediate Debenture (incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1986 (the "September 1986 10-Q")).
(h) Indenture between Rexnord Acquisition Corp. ("RAC") and Bank of
New York (as successor to Irving Trust Company) dated as of
March 2, 1987, pursuant to which RAC's Senior Subordinated
Debentures due 1999 (the "Rexnord Senior Debentures") were
issued (the "Rexnord Senior Indenture"), and specimen of
Rexnord Senior Debenture incorporated by reference from
Registrants Annual Report on Form 10-K for fiscal year ended
June 30, 1987 (the "1987 10-K").
(i) First Supplemental Indenture between Rexnord Inc. ("Rexnord")
(as successor to RAC) and Irving Trust Company dated as of July
1, 1987, to the Rexnord Senior Indenture (incorporated by
reference to Registration Statement No. 33-15359 on Form S-2).
(j) Second Supplemental Indenture between Rexnord Holdings Inc.,
now know as RHI Holdings, Inc. ("RHI") (as successor to
Rexnord) and Irving Trust Company dated as of August 16, 1988,
to the Rexnord Senior Indenture (incorporated by reference to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1988 (the "1988 10-K")).
(k) Indenture between Registrant and Norwest Bank Minneapolis, N.A.
dated as of March 2, 1987, pursuant to which Registrant's
Junior Subordinated Debentures due 2007 (the "Junior
Debentures") were issued, and specimen of Junior Debenture
(incorporated by reference to Final Amendment to Tender Offer
Statement on Schedule 14D-1 of Banner Acquisition Corp. ("BAC")
dated March 9, 1987).
(l) First Supplemental Indenture between Registrant and Norwest
Bank, Minnesota Bank, N.A., dated as of February 28, 1991, to
Indenture dated as of March 2, 1987, relating to the Junior
Debentures (incorporated by reference to the 1991 10-K).
(m) Securities Purchase Agreement dated as of October 15, 1986, by
and among Registrant and each of the Purchasers of the
Intermediate Debentures (incorporated by reference to the
September 1986 10-Q).
(n) Securities Purchase Agreement dated as of March 2, 1987, by and
among Registrant, RAC and each of the Purchasers of the Junior
Debentures, the Rexnord Senior Debentures and other securities
(incorporated by reference to the 1987 10-K).
(o) Registration Rights Agreement dated as of October 15, 1986, by
and among Registrant and each of the purchasers of the
Intermediate Debentures (incorporated by reference to the
September 1986 10-Q).
<PAGE>
(p) Registration Rights Agreement dated as of March 2, 1987, by and
among Registrant, RAC and each of the purchasers of the Junior
Debentures, the Rexnord Senior Debentures and other securities
(incorporated by reference to Registrant's Report on Form 8-K
dated March 17, 1987).
(q) Indenture between Rexnord and First Wisconsin Trust Company
dated as of June 1, 1983 (the "Rexnord Indenture"), First
Supplemental Indenture between Rexnord and First Wisconsin
Trust Company dated as of October 1, 1984 to the Rexnord
Indenture, pursuant to which Rexnord's Debentures due 1995 (the
"Rexnord Debentures") were issued, and specimen of Rexnord
Debenture (incorporated by reference to Form 8-A of Rexnord,
dated October 3, 1984).
(r) Second Supplemental Indenture among Rexnord, RHI and First
Wisconsin Trust Company dated as of August 16, 1988, to the
Rexnord Indenture (incorporated by reference to the 1988 10-K).
(s) Indenture dated as of November 1, 1982, between Fairchild
Industries, Inc. ("Fairchild") and Continental Illinois
National Bank and Trust Company of Chicago, pursuant to which
certain debt securities of Fairchild were issued (incorporated
by reference to Registration Statement No. 2-80009 on Form
S-3).
(t) Indenture dated as of January 1, 1978 between Fairchild and
Bankers Trust Company, pursuant to which Fairchild's 9-3/4%
Subordinated Debentures due April 1, 1988 were issued
(incorporated by reference to Registration Statement No.
2-60451 on Form S-7).
(u) Indenture dated as of March 1, 1991, between Registrant and
Sovran Bank, N.A., pursuant to which the Registrant's 14%
Senior Secured Notes were issued (incorporated by reference
to the 1991 10-K).
(v) Indenture date as of August 1, 1992, between Fairchild and
NationsBank, N.A. pursuant to which Fairchild's 12 1/4% Senior
Secured Notes were issued (incorporated by reference to the
1992 10-K).
10 (a) Restated and Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1992 10-K).
(a)(i) Amendment No. 1, dated as of June 30, 1993, to the Restated
and Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1993 10-K).
<PAGE>
(a)(ii) Amendment No. 2, dated as of October 1, 1993, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1994 10-K).
(a)(iii) Amendment No. 3, dated as of December 23, 1993, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1994 10-K).
(a)(iv) Amendment No. 4, dated as of March 31, 1994, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1994 10-K).
(a)(v) Amendment No. 5, dated as of July 29, 1994, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(vi) Amendment No. 6, dated as of October 15, 1994, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(vii) Amendment No. 7, dated as of January 18, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(viii)Amendment No. 8, dated as of February 15, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(ix) Amendment No. 9, dated as of May 25, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(x) Amendment No. 10, dated as of June 30, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference to the 1995 10-K).
(a)(xi) Amendment No. 11, dated as of September 6, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992.
(a)(xii) Amendment No. 12, dated as of January 22, 1996, to Restated and
Amended Credit Agreement dated as of July 27, 1992.
(b) Securities Purchase Agreement dated as of August 15, 1988, by
and among Registrant, Rex-PT, Inc. ("Rex-PT"), Rex-PT Holdings
Inc. ("Rex-PT Holdings") and certain Purchasers, including (I)
as Exhibit 2, Debt Registration Rights Agreement dated as of
August 15, 1988, by and among Rex-PT and certain Purchasers,
(ii) as Exhibit 3, Common Stock Registration Rights Agreement
dated as of August 16, 1988, by and among Rex-PT Holdings and
certain Purchasers, and (iii) as Exhibit 4,Stockholders'
Agreement dated as of August 16, 1988, by and among Registrant,
Rex-PT Holdings, RHI and certain holders of Rex-PT Holdings
common stock (incorporated by reference to the August 16, 1988
8-K).
(c) Form of Securities Purchase Agreement among Rex-PT Holdings,
Rex-PT, Registrant and Rex-PT Investors Inc. ("Rex-PT
Investors") (incorporated by reference to Registrant's Current
Report on Form 8-K dated September 29, 1988 (the "September 29,
1988 8-K")).
(d) Form of Agreement of Merger between Rex-PT Holdings and Rex-PT
Investors (incorporated by reference to the September 29, 1988
8-K).
(e) Form of Securities Purchase Agreement among Rex-PT Investors,
Rex-PT Holdings, Rex-PT, Registrant and certain purchasers
(incorporated by reference to the September 29, 1988 8-K).
(f) Form of Stockholders' Agreement among Rex-PT Holdings,
Registrant, RHI and Rex-PT Investors (incorporated
by reference to the September 29, 1988 8-K).
(g) Form of Voting Trust Agreement among certain holders of Rex-PT
Holdings common stock (incorporated by reference to the
September 29, 1988 8-K).
(h) Form of Amended and Restated Common Stock Registration Rights
Agreement among Rex-PT Holdings and certain purchasers
(incorporated by reference to the September 29, 1988 8-K).
(i) Form of Common Stock Registration Rights Agreement between
Rex-PT Holdings and Rex-PT Investors (incorporated by reference
to the September 29, 1988 8-K).
(j) Form of Common Stock Registration Rights Agreement between
Rex-PT Holdings and RHI (incorporated by reference to the
September 29, 1988 8-K).
(k) Form of Registration Rights Agreement among Rex-PT Holdings,
RHI and Rex-PT Investors (incorporated by reference to the
September 29, 1988 8-K).
(l) Form of Registration Rights Agreement among Rex-PT Holdings,
RHI and certain purchasers (incorporated by reference to the
September 29, 1988 8-K).
(m) Form of Amended and Restated Stockholders' Agreement among
Rex-PT Holdings, Registrant, RHI and certain investors
(incorporated by reference to the 1988 10-K).
(n) Share Purchase Agreement dated October 4, 1988, by and between
RHI, Registrant, ChemRex Inc. and SKY Alloys, Inc., ABM
Investments Ltd., SKW Bauchemie GmbH and SKW Trostberg AG
(incorporated by reference to Registrant's Current Report on
Form 8-K dated November 15, 1988 (the "November 15, 1988 8-K)).
(o) Asset Purchase Agreement dated November 15, 1988, by and among
RHI, ChemRex Inc. and J.W. Brett, Inc. (incorporated by reference
to the November 15, 1988 8-K).
(p) Asset Purchase Agreement dated as of December 16, 1988, between
RHI and Ilium Industries, Inc. (the "Ilium Agreement"); Amendment
to the Ilium Agreement dated as of February 21, 1989; and Second
Amendment to the Ilium Agreement dated as of March 15, 1989)
(incorporated by reference to Registrant's Current Report on Form
8-K dated March 17, 1989).
(q) Agreement and Plan of Merger dated as of May 7, 1989, among
Registrant, Specialty Fastener Holdings, Inc. and Fairchild, and
Amendment thereto dated May 12, 1989 (incorporated by reference
to Registrant's Current Report on Form 8-K dated June 19, 1989).
(r) Assets Purchase Agreement dated May 31, 1989, among Matra S.A.,
AERO Acquisition Corp., Registrant and Fairchild Acquisition
Corp. ("FAC") (incorporated by reference to Exhibit (a)(10) to
Amendment No. 2 to Tender Offer Statement on Schedule 14D-1 and
Schedule 13D of Registrant and FAC, dated May 31, 1989).
(s) Share Purchase Agreement dated as of October 31, 1990, among
Registrant, Banner Investments, Inc., North West Water Inc. and
North West Water Group PLC (the "Envirex Agreement")
(incorporated by reference to Form 8-K dated November 30, 1990).
(t) Amendments 1 - 6 to the Envirex Agreement (incorporated by
reference to 1991 10-K).
(u) Stock Purchase Agreement dated as of November 13, 1990, by and
between Registrant, Thompson Holding Company, Inc., Thompson
Aircraft Tire Corporation, a Delaware corporation, Thompson
Aircraft Tire Corporation, a Florida corporation and Bridgestone
Corporation (incorporated by reference to Form 8-K dated January
18, 1991).
(v) Option Sale Agreement dated December 26, 1990 by and between
RHI and Zaria, Inc. (incorporated by reference to 1991 10-K).
(w) Stock Purchase Agreement dated as of June 28, 1991 by and
between Sovereign Air Limited and S.A. Holdings, Inc.
(incorporated by reference to 1991 10-K).
(x) Agreement dated as of June 28, 1991 between Banner
Investments, Inc. and RHI (incorporated by reference to 1991
10-K).
(y) Agreement dated November 8, 1990, by and among Registrant and
Columbia Savings and Loan (incorporated by reference to 1991
10-K).
(z) Escrow and Amendment to Purchase Agreement as entered on
January 24, 1991 among Registrant, Columbia Savings and Loan and
Citibank, N.A. (incorporated by reference to 1991 10-K).
(a)(a) Stock Purchase Agreement dated as of February 7, 1992 among
Registrant, Thompson Aircraft Tire Corporation and Aero Tires
& Brakes, Inc. (incorporated by reference to 1993 10-K).
(a)(b) Exchange and Standstill Agreement dated June 19, 1992 by and
among Registrant, RHI and Rex-PT Holdings, Inc. (incorporated by
reference to 1992 10-K).
(a)(c) Registration Rights Agreement dated July 9, 1992 between
Rexnord Corporation and RHI (incorporated by reference 1993
10-K).
(a)(d) Allocation Agreement dated April 13, 1992 by and among The
Fairchild Corporation, RHI, Rex-PT Holdings, Rexnord
Corporation, Rexnord Puerto Rico, Inc. and Rexnord Canada
Limited (incorporated by reference to 1992 10-K).
(a)(e) Trademark Purchase Agreement dated April 13, 1992 by and
between Rexnord Corporation and RHI (incorporated by reference to
1992 10-K).
(a)(f) Deferred Compensation Agreement between Registrant and Samuel J.
Krasney dated July 14, 1972, as amended November 17, 1978,
September 3, 1985 (the "Krasney Deferred Compensation Agreement")
(incorporated by reference to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1985).
(a)(g) Amendment to the Krasney Deferred Compensation Agreement dated
September 6, 1990 (incorporated by reference to 1991 10-K).
(a)(h) Incentive Compensation Bonus Arrangement (description
incorporated by reference to Registrant's Proxy Statement dated
October 26, 1988).
(a)(i) Amended and Restated Employment Agreement between Registrant
and Samuel J. Krasney dated April 24, 1990 (incorporated by
reference to the 1990 10-K).
(a)(j) Letter Agreements dated August 4, 1993 among Samuel J. Krasney,
The Fairchild Corporation and Jeffrey J. Steiner (incorporated
by reference to 1993 10-K).
(a)(k) Amendment to the Krasney Option dated October 18, 1985
(incorporated by reference to the 1989 10-K).
(a)(l) Second Amendment to the Krasney Option dated April 30, 1986
(incorporated by reference to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1986).
(a)(m) Amended and Restated 1986 Deferred Performance Incentive Plan
of Banner Industries, Inc. (the "Deferred Incentive Plan")
(incorporated by reference to the 1988 10-K).
(a)(n) 1988 U.K. Stock Option Plan of Banner Industries, Inc.
(incorporated by reference to the 1988 10-K).
(a)(o) Description of grants of stock options to non-employee
directors of Registrant (incorporated by reference to the 1988
10-K).
(a)(p) Amended and Restated Employment Agreement between Registrant
and Jeffrey J. Steiner dated September 10, 1992 (incorporated
by reference to 1993 10-K).
(a)(q) Agreement dated as of November 8, 1988 between Samuel J.
Krasney and Registrant, and Amendment No. 1 thereto dated as of
January 23, 1989, regarding exercise of performance incentive
units granted under the Deferred Incentive Plan (incorporated by
reference to the 1989 10-K).
(a)(r) Agreement dated as of November 8, 1988 between Jeffrey J.
Steiner and Registrant, and Amendment No. 1 thereto dated as of
January 23, 1989, regarding exercise of performance incentive
units granted under the Deferred Incentive Plan (incorporated by
reference to the 1989 10-K).
(a)(s) Letter Agreement dated October 23, 1991 between Registrant and
Eric I. Steiner (incorporated by reference to 1992 10-K).
(a)(t) Letter Agreement dated October 23, 1991 between Registrant and
John D. Jackson (incorporated by reference to 1992 10-K).
(a)(u) Letter Agreement dated October 23, 1991 between Registrant and
Michael T. Alcox (incorporated by reference to 1992 10-K).
(a)(v) Letter Agreement dated October 23, 1991 between Registrant and
Donald E. Miller (incorporated by reference to 1992 10-K).
(a)(w) Letter Agreement dated October 23, 1991 between Registrant and
John L. Flynn (incorporated by reference to 1992 10-K).
(a)(x) Letter Agreement dated April 8, 1993 between Registrant and
Thomas Flaherty (incorporated by reference to 1993 10-K).
(a)(y) Purchase Agreement by and between BTR Dunlop Holdings, Inc.,
RHI Holdings, Inc., and Registrant, dated as of December 2,
1993 (incorporated by reference to Registrant's current
report on Form 8-K dated December 23, 1993.
(a)(z) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Eric I. Steiner
(incorporated by reference to the 1995 10-K).
(b)(a) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Michael T. Alcox
(incorporated by reference to the 1995 10-K).
(b)(b) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Donald E. Miller
(incorporated by reference to the 1995 10-K).
(b)(c) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and John L Flynn
(incorporated by reference to the 1995 10-K).
(b)(d) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Jerry Lirette
(incorporated by reference to the 1995 10-K).
(b)(e) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Mel D. Borer
(incorporated by reference to the 1995 10-K).
(b)(f) Letter Agreement dated October 21, 1994, as amended December
21, 1994, between Registrant and Thomas J. Flaherty
(incorporated by reference to the 1995 10-K).
(b)(g) Agreement and Plan of Merger dated as of November 9, 1995 by and
among The Fairchild Corporation, RHI, FII and Shared
Technologies, Inc. ("STI Merger Agreement") (incorporated by
reference from the Registrant's Form 8-K dated as of November 9,
1995).
(b)(g)(i) Amendment No. 1 to STI Merger Agreement dated as of February 2,
1996 (incorporated by reference from the Registrant's Form 8-K
dated as of March 13, 1996).
<PAGE>
(b)(g)(ii) Amendment No. 2 to STI Merger Agreement dated as of February
23, 1996 (incorporated by reference from the Registrant's Form
8-K dated as of March 13, 1996).
(b)(g)(iii) Amendment No. 3 to STI Merger Agreement dated as of March 1,
1996 (incorporated by reference from the Registrant's Form 8-K
dated as of March 13, 1996).
(b)(h) Asset Purchase Agreement dated as of January 23, 1996, between
The Fairchild Corporation, RHI and Cincinnati Milacron, Inc.
(incorporated by reference from the Registrant's Form 8-K dated
as of January 26, 1996).
(b)(i) Credit Agreement dated as of March 13, 1996, among Fairchild
Holding Corporation ("FHC"), Citicorp USA, Inc. and certain
financial institutions.
(b)(j) Restated and Amended Credit Agreement dated as of May 27, 1996,
(the "RHI Credit Agreement"), among RHI, Citicorp USA, Inc. and
certain financial institutions.
(b)(j)(i) Amendment No. 1 dated as of July 29, 1996, to the RHI Credit
Agreement dated as of May 27, 1996.
(b)(k) Restated and Amended Credit Agreement dated as of July 26, 1996,
(the "FHC Credit Agreement"), among FHC, Citicorp USA, Inc. and
certain financial institutions.
(b)(l) 1986 Non-Qualified and Incentive Stock Option Plan (incorporated
by reference to Registrant's Proxy Statement dated November 15,
1990).
(b)(m) Stock Exchange Agreement between The Fairchild Corporation and
Banner Aerospace, Inc. pursuant to which the Registrant exchanged
Harco, Inc. for shares of Banner Aerospace, Inc. (incorporated
by reference to the Banner Aerospace, Inc. Definitive Proxy
Statement dated and filed with the SEC on February 23, 1996
with respect to the Special Meeting of Shareholders of
Banner Aerospace, Inc. held on March 12, 1996).
*(b)(n) Employment Agreement between RHI Holdings, Inc., and Jacques
Moskovic, dated as of December 29, 1994.
*(b)(n)(i) Employment Agreement between Fairchild France, Inc., and Jacques
Moskovic, dated as of December 29, 1994.
11 Computation of earnings per share (found at Note to
Registrant's Consolidated Financial Statements for the fiscal
year ended June 30, 1994).
21 List of subsidiaries of Registrant.
23 Consent of Arthur Andersen LLP, independent public
accountants.
27 Financial Data Schedules
99(a) Registrant's press release, dated December 23, 1993
(incorporated by reference to Registrants Form 8-K dated
December 23, 1993).
99(b) Financial statements, related notes thereto and Auditors'
Report of Banner Aerospace, Inc. for the fiscal year ended March
31, 1996 (incorporated by reference to the Banner Aerospace,
Inc. Form 10-K for fiscal year ended March 31, 1996).
99(c) Financial statements, related notes thereto and Auditors'
Report of Shared Technologies Fairchild Inc. for the fiscal
year ended December 31, 1996 (incorporated by reference to the
Shared Technologies Fairchild Inc. Form 10-K for fiscal year
ended December 31, 1996).
*Filed herewith.
<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE FAIRCHILD CORPORATION
By: Colin M. Cohen
Senior Vice President and
Chief Financial Officer
Date: May 13, 1997
<PAGE>
EMPLOYMENT AGREEMENT WITH JACQUES S. MOSKOVIC
Parties:
RHI HOLDINGS, INC. ("RHI") and JACQUES S. MOSKOVIC. All references
to "you" shall mean Jacques S. Moskovic.
Position:
Your position will be President of Fairchild's Advanced Technologies
Division, reporting directly to the Chief Operating Officer of The Fairchild
Corporation ("Fairchild").
Compensation:
Your base salary ("base salary") will be at a rate not less than $100,000 per
year, payable bi-weekly in accordance with Fairchild's usual payroll policies.
Commencing as of July 1, 1994, but prorated from September 1, 1994
through June 30, 1995, you will be eligible to participate in Fairchild's
Executive Incentive Compensation Plan, and to receive additional
compensation ("incentive bonus") at a factor of 50% of your base salary, as
the same shall be established from time to time; provided, however, any
incentive bonus to which you may from time to time be or become entitled,
shall be computed as if your base salary were the greater of $190,000, or
$190,000 plus an amount equal to any increase in your actual base salary
on a dollar for dollar basis.
Your base salary will be reviewed annually by the Fairchild Compensation
and Stock Option Committee (the "Compensation Committee"), and
adjustments, if any, to your base salary will be at the discretion of the Board
of Directors.
Stock Options:
A recommendation shall be made to the Compensation Committee and to
Fairchild's board of Directors for an initial award to you of an option to
acquire up to 25,000 shares of Class A Common Stock of Fairchild, in
accordance with the 1986 Non-Qualified and Incentive Stock Option Plan of
Fairchild, as amended. This plan, provides, inter alia, for vesting of 25% of
the shares subject to the option, on the first anniversary of the award, and
for vesting of an additional 25% of the original number of shares subject to
the option, on each anniversary thereafter.
Automotive Allowance:
You will be eligible to participate in the Fairchild Executive Automobile
Ownership Plan at a reimbursement rate ($650 per month) equal to that of
other senior officers of Fairchild, other than the CEO.
Other Benefits:
You will be eligible to participate in all Fairchild employee benefit plans but
only to the extent that you do not receive comparable benefits under your
employment arrangement with Fairchild France. Fairchild employee benefits
include Fairchild's Group Health Insurance Plan, Fairchild's Pension Plan,
Fairchild's Long Term Disability Plan, and Fairchild's Savings Plan (401(k)),
and to receive Fairchild paid group life insurance (up to three times base
salary).
Physical Examination:
You will be entitled to go the Greenbriar Clinic for an annual physical
examination at Fairchild expense.
Vacation:
You will be entitled to four weeks vacation per year, in accordance with the
Fairchild vacation policy.
Change of Control:
As a senior office of Fairchild, you will be covered by a "Change in Control"
provision including the same "triggers", and at the same level as other
senior officers of Fairchild, other than the CEO. Any benefits available to
you under such provision shall be computed as if your base salary were the
greater of $190,000, or $190,000 plus an amount equal to any increase in
your actual base salary on a dollar for dollar basis.
Term:
The initial term of your employment shall commence as of September 1,
1994.
Termination:
If your employment shall be terminated for any reason other than Cause (as
defined below), you shall be entitled to receive as severance the standard
and customary severance package paid by Fairchild to senior officers
employed for a similar time period as you were employed by Fairchild.
Duties:
As President of Fairchild's Advanced Technologies Division, you shall
perform such reasonable duties with respect to Fairchild Convac GmbH, the
activities of Fairchild France in countries other than France, Compagnie
pour le Developpment Industrial ("CDI"), Fairchild's Advanced Technologies
Division and any current or future business ventures of Fairchild in the
semiconductor equipment industry or any other high technology enterprise
as you shall be directed to perform, by the Chief Operating Officer and the
Board of Directors. You acknowledge that your office will require your full-
time efforts and attention, and that you shall not, during the term of your
employment, engage in any other business activity, whether or not such
other business activity is for your own behalf or for any other person, firm,
corporation or other entity (together, a "Person") and whether or not such
other Person is in competition with Fairchild. Notwithstanding the foregoing,
you shall be allowed to manage and oversee passive investments in
noncompeting businesses, provided that such management and oversight
does not interfere with the performance of your duties for Fairchild.
Confidentiality:
You shall enter into a Confidentiality Agreement and an Agreement to
Assign to Fairchild inventions and designs, whether patentable or not,
conceived or improved by you during your employment by Fairchild or any
affiliate.
Non Competition:
You agree that for a period of 2 years after the expiration or termination of
your employment by RHI, you shall not, except with the prior written
consent of Fairchild, engage in, be employed by or in any way advise or act
for, or have any financial interest in any business that is a competitor of
Fairchild's Advanced Technologies Division or any of the companies within
such division, all as may be determined by the Board of Directors of
Fairchild. Notwithstanding the foregoing, if you purchase from Fairchild all
of Fairchild's interest in CDI under the terms of the Stock Repurchase
Agreement dated the date hereof, between Fairchild, you and certain
others, you may be employed by CDI so long as CDI does not compete
with any of the companies within the Fairchild Advanced Technologies
Division. Moreover, the ownership of 5% or less of the outstanding voting
or other securities of any corporation whose shares are listed on a
recognized stock exchange or traded in an over the counter market, even
though such corporation may be a competitor of Fairchild Advanced
Technologies Division or any of the companies within such division, shall
not be deemed as constituting a financial interest in such competitor.
Moreover, you agree that for a period of 2 years after the expiration of the
termination of your employment by RHI, you shall not take any action or
assist any successor employer or any other entity in recruiting any
employee who had worked for any company in the Fairchild Advanced
Technologies Division (a "Co-Worker") nor shall you in any way solicit, or
cause to be solicited any Co-Worker to leave the employment of Fairchild
or its Advanced Technologies Division. This includes (a) identifying to your
successor employer or such entity any Co-Worker who has special
knowledge concerning Fairchild's inventions, processes, methods,
suppliers, customers or confidential affairs or (b) commenting to your
successor employer or its agents or such other entity that the quantity of
work, quality of work, special knowledge or personal characteristics of any
Co-Worker. You also agree that you will not provide such information to
any prospective employer during an interview preceding possible
employment. You understand that establishing the precise amount of
damages for breach of this provision might be difficult. For that reason, you
agree that if you should be found to have breached this provision, for each
Co-Worker about whom you have provided information in violation of this
provision, liquidated damages for such violation shall be in the amount of
the annual salary of that Co-Worker at Fairchild. You understand that the
covenants contained in this paragraph shall be deemed to be a series of
separate covenants, one for each line of business for Fairchild Advanced
Technologies Division. You agree that the character, duration and
geographical scope of this covenant not to compete is reasonable in light
of the circumstances as they exist as of the date of this Agreement.
However, should a determination nonetheless be made by a court of
competent jurisdiction that the character, duration or geographical scope of
this covenant not to compete is unreasonable in light of the circumstances
as they then exist, then it is your intention and agreement that this covenant
not to compete shall be construed by the court in such a manner as to
impose only those restrictions on your conduct that are reasonable in light
of the circumstances as they then exist and necessary to insure Fairchild
the intended benefits of this covenant not to compete. If, in any judicial
proceeding, a court refuses to enforce all of the separate covenants
deemed included herein because, taken together they are more extensive
then necessary to insure Fairchild of the intended benefit of this covenant
not to compete, you understand and agree that those of such covenants
which, if eliminated, would permit the remaining separate covenants to be
enforced in such proceeding shall, for the purpose of such proceeding be
deemed eliminated from this section.
Cause:
Your employment may be terminated at any time for Cause, which shall
include (i) conduct, at any time, which has involved criminal dishonesty,
conviction of any felony, or conviction of any lesser crime or offense
involving the property of Fairchild, or any of its affiliates, significant
conflict of interest, serious impropriety, or breach of corporate duty,
misappropriation of any money or other assets or properties of Fairchild, or
that of its subsidiaries or affiliates, (ii) willful violation of specific and
lawful directions form the Fairchild's Chief Operating Officer or its Board of
Directors, failure or refusal to perform services customarily performed by a
person in your office, or as otherwise as specifically required by agreement,
or willful misconduct or gross negligence in connection with the
performance of your duties, (iii) chronic alcoholism or drug addiction, and
(iv) any other acts or conduct inconsistent with the standards of loyalty,
integrity or care reasonably required by Fairchild of its senior management.
Location:
You understand that your obligations under this employment arrangement
will require you to spend considerable time in Germany and the United
States. You agree to spend such time in Germany and the United States
as is necessary to fully and timely satisfy your duties and obligations as
President of Fairchild's Advanced Technologies Division or as may be
requested by the Chief Operating Officer of Fairchild or the Board of
Directors of Fairchild or RHI.
Conflicting Arrangements:
You represent and warrant to Fairchild that there is no agreement to which
you are a party or under which you are bound which would prohibit your
employment by Fairchild, or which would in any other manner interfere with
the performance by you of your duties for Fairchild, its affiliates and
subsidiaries.
Governing Law:
Our understandings shall be governed by the laws of the Commonwealth
of Virginia, exclusive of its choice of law provisions.
Binding Effect:
This Agreement supersedes all prior negotiations and represents the entire
Agreement of the parties, and our signatures hereon will bind us hereto.
This Agreement binds and inures to the benefit of Fairchild, its successors
and assigns.
Accepted: Accepted:
RHI HOLDINGS, INC.
Jacques S. Moskovic Donald E. Miller
Vice President
Dated: December 29, 1994 Dated: December 29, 1994
EMPLOYMENT AGREEMENT WITH JACQUES S. MOSKOVIC
Parties:
FAIRCHILD FRANCE, INC. ("Fairchild France") and JACQUES S.
MOSKOVIC. All references to "you" shall mean Jacques S. Moskovic.
Position:
Your position will be Commercial Manager, reporting directly to the Chief
Operating Officer of The Fairchild Corporation ("Fairchild").
Compensation:
Your base salary ("base salary") will be at a rate not less than $90,000 per
year, payable bi-weekly in accordance with Fairchild's usual payroll policies.
Your base salary will be reviewed annually by Fairchild France, and
adjustments, if any, to your base salary will be at the discretion of the Board
of Directors of Fairchild France.
Other Benefits:
You will be eligible to participate in all Fairchild France employee benefit
plans. You shall pay the portion of French social costs and taxes required
to be paid by the employee. Fairchild France shall pay the portion required
to be paid by the employee.
Term:
The initial term of your employment shall commence as of January 15,
1995.
Termination:
If your employment shall be terminated, for any reason other than Cause
(as defined below), you shall be entitled to receive as severance the
standard and customary severance package paid by Fairchild France to
senior officers employed for a similar time period as you were employed by
Fairchild France.
Duties:
As Commercial Manager of Fairchild France, you shall perform such
reasonable duties with respect to Fairchild France as you shall be directed
to perform by the Chief Operating Officer of Fairchild, the Board of Directors
of Fairchild France and the Board of Directors of Fairchild. Your duties will
include, without limitation, making business decisions within the limits of the
corporate purpose of Fairchild France, representing Fairchild France before
any applicable governmental office and hiring and discharging the
necessary personnel.
Confidentiality:
You shall enter into a Confidentiality Agreement and an Agreement to
Assign to Fairchild inventions and designs, whether patentable or not,
conceived or improved by you during the Initial Term or during any
extension thereof.
Cause:
Your employment may be terminated at any time for Cause, which shall
include (i) conduct, at any time, which has involved criminal dishonesty,
conviction of any felony, or conviction of any lesser crime or offense
involving the property of Fairchild, or any of its affiliates, significant
conflict of interest, serious impropriety, or breach of corporate duty,
misappropriation of any money or other assets or properties of Fairchild, or
that of its subsidiaries or affiliates, (ii) willful violation of specific and
lawful directions form the Fairchild's CEO or its Board of Directors, failure or
refusal to perform services customarily performed by a person in your
office, or as otherwise as specifically required by agreement, or willful
misconduct or gross negligence in connection with the performance of your
duties, (iii) chronic alcoholism or drug addiction, and (iv) any other acts or
conduct inconsistent with the standards of loyalty, integrity or care
reasonably required by Fairchild of its senior management.
Location:
You understand that your obligations under this employment arrangement
will require you to live in or spend considerable time in France.
Conflicting
Arrangements:
You represent and warrant to Fairchild that there is no agreement to which
you are a party or under which you are bound which would prohibit your
employment by Fairchild, or which would in any other manner interfere with
the performance by you of your duties for Fairchild, its affiliates and
subsidiaries.
Governing Law:
Our understandings shall be governed by the laws of France, exclusive of
its choice of law provisions.
Binding Effect:
This Agreement supersedes all prior negotiations and represents the entire
Agreement of the parties, and our signatures hereon will bind us hereto.
This Agreement binds and inures to the benefit of Fairchild, its successors
and assigns.
Accepted: Accepted:
FAIRCHILD FRANCE, INC.
Jacques S. Moskovic John L. Flynn
Vice President
Dated: December 29, 1994 Dated: December 29, 1994
