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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
The Fairchild Corporation
(Name of Issuer)
Class A Common Stock and Class B Common Stock,
par value $0.10 per share
(Title of Class of Securities)
0066545 10 4
(CUSIP Number)
David I. Faust, Esq.
Faust, Rabbach & Oppenheim, LLP
488 Madison Avenue
New York, New York 10022
(212) 751-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
Page 1 of 18 pages
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SCHEDULE 13D
000CUSIP NO. 0066545 10 4
THE STEINER GROUP LLC
15. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-4035166
16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
17. SEC USE ONLY
18. SOURCE OF FUNDS
N/A
19. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
20. CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, USA
21. SOLE VOTING POWER
3,193,688 CLASS A SHARES
NUMBER OF
SHARES 2,533,996 CLASS B SHARES
BENEFICIALLY 22. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 23. SOLE DISPOSITIVE POWER
PERSON 3,193,688 CLASS A SHARES
WITH 2,533,996 CLASS B SHARES
24. SHARED DISPOSITIVE POWER
-0-
25. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,193,688 CLASS A SHARES
2,533,996 CLASS B SHARES
26. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
Page 2 of 18 pages
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CERTAIN SHARES [_]
27. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.73% OF CLASS A, 96.54% OF CLASS B
28. TYPE OF REPORTING PERSON
CO
Page 3 of 18 pages
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SCHEDULE 13D
000CUSIP NO. 0066545 10 4
PASKE INVESTMENTS LIMITED
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ISLE OF JERSEY, CHANNEL ISLANDS
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
Page 4 of 18 pages
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14. TYPE OF REPORTING PERSON
CO
Page 5 of 18 pages
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SCHEDULE 13D
CUSIP NO. 0066545 10 4
JEFFREY J. STEINER
29. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
30. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
31. SEC USE ONLY
32. SOURCE OF FUNDS
N/A
33. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
34. CITIZENSHIP OR PLACE OF ORGANIZATION
AUSTRIA
35. SOLE VOTING POWER
NUMBER OF
SHARES 145,900 CLASS A SHARES
BENEFICIALLY 36. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 37. SOLE DISPOSITIVE POWER
PERSON
WITH 145,900 CLASS A SHARES
38. SHARED DISPOSITIVE POWER
-0-
39. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,900 CLASS A SHARES
40. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (25) EXCLUDES
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CERTAIN SHARES [X]
41. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (25)
.86% OF CLASS A
42. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 0066545 10 4
BESTIN LTD.
43. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
44. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
45. SEC USE ONLY
46. SOURCE OF FUNDS
N/A
47. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
48. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
49. SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY 50. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 51. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
52. SHARED DISPOSITIVE POWER
-0-
53. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
54. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
Page 8 of 18 pages
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55. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
56. TYPE OF REPORTING PERSON
CO
Page 9 of 18 pages
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SCHEDULE 13D
CUSIP NO. 0066545 10 4
STINBES LIMITED
57. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
58. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
59. SEC USE ONLY
60. SOURCE OF FUNDS
N/A
61. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
62. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
63. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 64. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 65. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
66. SHARED DISPOSITIVE POWER
-0-
67. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
68. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
Page 10 of 18 pages
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CERTAIN SHARES [_]
69. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
70. TYPE OF REPORTING PERSON
CO
Page 11 of 18 pages
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The undersigned, Jeffrey J. Steiner, Paske Investments Limited
("Paske"), Bestin Ltd., Stinbes Limited and The Steiner Group LLC hereby amend
the Schedule 13-D filed by Paske Investment Limited and Nedim Sadaka (Mr.
Steiner having replaced Mr. Sadaka as a member of the "group" filing this
statement, as described in Amendment No. 6 dated July 24, 1986) with respect to
the Class A Common Stock, par value $.10 per share (the "Class A Stock"), and
the Class B Common Stock, par value $.10 per share (the "Class B Stock"), of The
Fairchild Corporation (formerly Banner Industries, Inc.), a Delaware corporation
("Issuer"), as follows:
Item 2. Identity and Background
The Steiner Group LLC is a newly formed Delaware limited liability
company. Jeffrey J. Steiner is its sole manager. The members are Jeffrey J.
Steiner (with a 20% membership interest) and The Jeffrey Steiner Family Trust
(with an 80% membership interest). The Jeffrey Steiner Family Trust is a trust
created for the benefit of the issue of Jeffrey J. Steiner.
Item 3. Source and Amount of Funds or Other Consideration
Effective December 29, 1998, Paske Investments Limited (which is
wholly owned by The Friday Trust) transferred, without
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consideration, to Jeffrey J. Steiner and The Jeffrey Steiner Family Trust the
47,300 shares of Class A Common Stock of the Issuer and 2,533,996 shares of
Class B Common Stock of the Issuer owned by Stinbes Limited (1,100,000 Class B
shares having been and remaining pledged to banks as collateral for loans to
Jeffrey Steiner) and the 3,146,388 shares of Class A Common Stock of the Issuer
owned by Bestin Ltd.(all of which shares having been and remaining pledged to
NationsBank, N.A. together with other personal property as collateral for a line
of credit and personal loans to Mr. Steiner). Simultaneously, Jeffrey J. Steiner
and The Jeffrey Steiner Family Trust contributed all of said securities to The
Steiner Group LLC.
Item 5. Interest in Securities of the Issuer.
Mr. Steiner owns 145,900 shares of Class A Common Stock of the Issuer.
Mr. Steiner also owns as custodian for certain of his children 37,500 shares of
Class A Common Stock and 30,000 shares of Class B Common Stock of the Issuer, as
to which he disclaims beneficial ownership.
The Steiner Group LLC owns (i) 3,193,688 shares of Class A Common Stock
of the Issuer (all of which have been pledged to NationsBank, N.A. - see Item 3
above); (ii) 2,533,996 shares of
Page 13 of 18 pages
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Class B Common Stock of the Issuer (1,100,000 of which have been pledged to
banks - see Item 3 above); and (iii) Warrants to buy 375,000 shares of Class A
or Class B Common Stock of the Issuer.
Except as set forth above, no transactions in shares of the Issuer were
effected during the past 60 days by Mr. Steiner, Bestin S.A., Bestin FC, Bestin
Ltd., Stinbes Limited, The Steiner Group LLC or The Jeffrey Steiner Family
Trust.
Item 7. Exhibits
Joint Filing Agreement - Exhibit A
Page 14 of 18 pages
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement by or about it or him is true, complete and correct.
BESTIN LTD.
Date: December 29, 1998 By: /s/ David I. Faust
----------------------------------------
David I. Faust
Vice President
STINBES LIMITED
Date: December 29, 1998 By: /s/ David I. Faust
----------------------------------------
David I. Faust
Vice President
PASKE INVESTMENTS LIMITED
Date: December 29, 1998 By: /s/ Idris Wynne Harding
----------------------------------------
Idris Wynne Harding
Director
JEFFREY J. STEINER
Date: December 29, 1998 By: /s/ David I. Faust
----------------------------------------
JEFFREY J. STEINER
by his attorney-in-fact
David I. Faust
Page 15 of 18 pages
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THE STEINER GROUP LLC
Date: December 29, 1998 By: /s/ David I. Faust
----------------------------------------
JEFFREY J. STEINER, MANAGER
BY DAVID I. FAUST, HIS
ATTORNEY-IN-FACT
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EXHIBIT A
JOINT FILING AGREEMENT
IN ACCORDANCE WITH RULE 13-d-1(f) UNDER THE SECURITIES EXCHANGE ACT OF
1934, THE PERSONS NAMED BELOW AGREE TO THE JOINT FILING ON BEHALF OF EACH OF
THEM OF A STATEMENT ON SCHEDULE 13-D (INCLUDING AMENDMENTS THERETO) WITH RESPECT
TO THE COMMON STOCK OF THE FAIRCHILD CORPORATION (FORMERLY, BANNER INDUSTRIES,
INC.) AND FURTHER AGREE THAT THIS JOINT FILING AGREEMENT BE INCLUDED AS AN
EXHIBIT TO SUCH JOINT FILINGS. IN EVIDENCE THEREOF, THE UNDERSIGNED, BEING DULY
AUTHORIZED, HEREBY EXECUTE THIS AGREEMENT THIS 29th DAY OF DECEMBER 1998.
BESTIN LTD.
Date: December 29, 1998 By: /s/ David I. Faust
----------------------------------------
DAVID I. FAUST
VICE PRESIDENT
STINBES LIMITED
Date: December 29, 1998 By: /s/ David I. Faust
----------------------------------------
DAVID I. FAUST
VICE PRESIDENT
PASKE INVESTMENTS LIMITED
Date: December 29, 1998 By: /s/ Idris Wynne Harding
----------------------------------------
Idris Wynne Harding
DIRECTOR
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JEFFREY J. STEINER
Date: December 29, 1998 By: /s/ David I. Faust
----------------------------------------
JEFFREY J. STEINER
BY DAVID I. FAUST, HIS
ATTORNEY-IN-FACT
THE STEINER GROUP LLC
Date: December 29, 1998 By: /s/ David I. Faust
----------------------------------------
JEFFREY J. STEINER, MANAGER
BY DAVID I. FAUST, HIS
ATTORNEY-IN-FACT
Page 18 of 18 pages
