SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 7
BANNER AEROSPACE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
0665210
(CUSIP Number)
Donald E. Miller
Executive Vice President, General Counsel & Secretary
The Fairchild Corporation
45025 Aviation Drive, Suite 400
Dulles, VA 20166-7516
Telephone: 703-478-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 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 [ ].
PAGE 1 OF 13
CUSIP No. 0665210
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Fairchild Corporation -- IRS EIN 34-0728587
RHI Holdings, Inc. -- IRS EIN 34-1545939
Fairchild Holding Corp. -- IRS EIN 54-1794337
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 REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Each of the Reporting Persons is a Delaware corporation.
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
The Fairchild Corporation: 21,253,083 shares *
RHI Holdings, Inc.: 21,238,376 shares **
Fairchild Holding Corp.: 20,834,322 shares
(*Includes shares owned by RHI Holdings, Inc.,
Fairchild Holding Corp. and Banner Aerospace Holding
Company II, Inc.)
(**Includes shares owned by Fairchild Holding Corp.)
8. SHARED VOTING POWER: 0
PAGE 2 OF 13
9. SOLE DISPOSITIVE POWER:
The Fairchild Corporation: 21,253,083 shares *
RHI Holdings, Inc.: 21,238,376 shares **
Fairchild Holding Corp.: 20,834,322 shares
(*Includes shares owned by RHI Holdings, Inc.,
Fairchild Holding Corp. and Banner Aerospace Holding
Company II, Inc.)
(**Includes shares owned by Fairchild Holding Corp.)
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
The Fairchild Corporation: 21,253,083 shares *.
RHI Holdings, Inc.: 21,238,376 shares **.
Fairchild Holding Corp.: 20,834,322 shares
(*Includes shares owned by RHI Holdings, Inc.,
Fairchild Holding Corp. and Banner Aerospace Holding
Company II, Inc.)
(**Includes shares owned by Fairchild Holding Corp.)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
The Fairchild Corporation: 85.37% *
RHI Holdings, Inc.: 85.32% **
Fairchild Holding Corp.: 84.07%
(*Includes shares owned by RHI Holdings, Inc.,
Fairchild Holding Corp. and Banner Aerospace Holding
Company II, Inc.)
(**Includes shares owned by Fairchild Holding Corp.)
14. TYPE OF REPORTING PERSON: CO
PAGE 3 OF 13
Item 1. Security and Issuer.
This Amendment No. 7 ("Amendment No. 7")amends the statement of
Schedule 13D, filed with the Securities and Exchange Commission
on February 14, 1996, as amended (the "Original 13D Filing"),
with respect to the common stock, par value $1.00 per share (the
"Common Stock") of Banner Aerospace, Inc., a Delaware corporation
("Issuer").
The principal executive offices of Issuer are located at 45025
Aviation Drive, Suite 300, Dulles, VA 20166-7556. Telephone:
703-478-5790.
The purpose of this Amendment No. 7 is to indicate that The
Fairchild Corporation's investment intent with respect to the
Common Stock has changed and that The Fairchild Corporation
intends to acquire all outstanding shares of Common Stock, as
more fully described in Item 4.
Capitalized terms used but not otherwise defined herein shall
have the meaning ascribed to them in the Original 13D Filing.
Other than as set forth herein, there has been no material change
in the information set forth in the Original 13D Filing.
Item 2. Identity and Background.
This statement is filed by The Fairchild Corporation ("TFC"), RHI
Holdings, Inc. ("RHI"), and Fairchild Holding Corp. ("FHC").
TFC, RHI and FHC are collectively referred to herein as the
"Reporting Persons."
The address for the Reporting Persons is 45025 Aviation Drive,
Suite 400, Dulles, VA 20166-7516.
TFC is a leading worldwide supplier of aerospace fasteners. RHI
is a wholly-owned subsidiary of TFC, and FHC is a wholly-owned
subsidiary of RHI.
PAGE 4 OF 13
Exhibit A, attached hereto, sets forth the name, present
principal occupation or employer, citizenship, and stock
ownership of Issuer's Common Stock for each executive officer and
director of TFC. The business address of each such person is c/o
The Fairchild Corporation, 45025 Aviation Drive, Suite 400,
Dulles, VA 20166-7516, Attention: General Counsel.
During the past five years prior to the date hereof, neither of
the Reporting Persons nor (to the knowledge of the Reporting
Persons) any executive officer or director of the Reporting
Persons has: (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii)
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D Filing is hereby amended to
add the following:
The source and amount of funds for the transaction described in
Item 4 of Amendment 7 is as set forth in Item 4 of Amendment 7.
Item 4. Purpose of Transaction.
Item 4 of the Original 13D Filing is hereby amended to add the
following:
On December 3, 1998, TFC issued a press release pursuant to which
it announced that it has made a proposal to the Issuer to acquire
the remaining 15% of the outstanding common and preferred stock
of the Issuer not already owned by TFC and its subsidiaries,
through merger of the Issuer with a newly-formed subsidiary of
TFC.
PAGE 5 OF 13
Under the terms of the proposed merger, each shareholder of the
Issuer (other than TFC and its subsidiaries) would receive
approximately $9.75 per share in the form of TFC Class A Common
Stock, and the Issuer would become a wholly-owned subsidiary of
TFC.
The purchase price could be subject to adjustment prior to
closing, depending upon the trading price of TFC common stock
and/or the trading price of marketable securities held by the
Issuer, which comprise approximately 50% of the assets of the
Issuer. The proposed merger transaction is subject to certain
conditions, including approval by the Board of Directors of the
Issuer, which is expected to refer the proposal to a special
committee of the Board for review and recommendation; consent of
lenders of both companies; the execution of a definitive merger
agreement; and the approval of the merger by the Issuer's
shareholders.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D Filing is hereby amended in
its entirety to read as follows:
(a) Stock Ownership of the Reporting Persons.
The information required by this paragraph is set forth in
tabular form in Numbered Paragraphs 7 through 11 on Pages 2
and 3 of this Amendment No. 7.
As a result of his stock ownership position in TFC and his
position as Chairman and Chief Executive Officer of TFC,
Jeffrey Steiner may be deemed to be the beneficial owner of
Issuer's Common Stock beneficially owned by the Reporting
Persons. Mr. Steiner disclaims such beneficial ownership,
except to the extent of his pecuniary interest therein.
(b) Voting and Dispositive Power
The information required by this paragraph is set forth in
tabular form in Numbered Paragraphs 7 through 11 on Pages 2
and 3 of this Amendment No. 7.
PAGE 6 OF 13
(c) Recent Purchases
Since the date of the last amendment to the Original
Schedule 13D Filing (filed on June 17, 1998), the Reporting
Persons acquired an aggregate of 123,364 Issuer's Preferred
Stock (convertible on a 1 to 1 basis into Common Stock),
declared by the Issuer as Paid-In-Kind dividends (stock
dividend paid on October 31, 1998).
In addition, the Reporting Persons made certain
distributions of Common Stock from one Reporting Person to
the other, changing the allocation of Shares owned by each
Reporting Person, but not changing the aggregate number of
shares owned by the Reporting Persons as a group.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Officers and Directors of The Fairchild
Corporation
PAGE 7 OF 13
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.
December 10, 1998 THE FAIRCHILD CORPORATION
By:
Donald E. Miller
Executive
Vice President, General Counsel and
Secretary
RHI HOLDINGS, INC.
By:
Donald E. Miller
Vice
President and Secretary
FAIRCHILD HOLDING CORP
By:
Donald E. Miller
Vice
President and Secretary
PAGE 8 OF 13
EXHIBIT A
OFFICERS AND DIRECTORS OF THE FAIRCHILD CORPORATION
MICHAEL T. ALCOX
Citizenship: USA.
Director and Vice President (part-time) of The Fairchild
Corporation. Owner and operator of travel and real estate
businesses.
MELVILLE R. BARLOW
Citizenship: USA.
Director of The Fairchild Corporation.
MORTIMER M. CAPLIN
Citizenship: USA.
Director of The Fairchild Corporation. Attorney, Caplin &
Drysdale.
COLIN M. COHEN
Citizenship: South African. Resident of the USA.
Director, Senior Vice President (Business Development and
Finance) and Chief Financial Officer of The Fairchild
Corporation.
PHILIP DAVID
Citizenship: USA. Resident of the UK.
Director of The Fairchild Corporation.
ROBERT E. EDWARDS
Citizenship: USA.
Director of The Fairchild Corporation. Executive Vice President
of Fairchild Fasteners and Chief Executive Officer of Special-T
Fasteners, Inc., a wholly-owned subsidiary of Fairchild.
HAROLD J. HARRIS
Citizenship: USA.
Director of The Fairchild Corporation. President of Wm. H.
Harris, Inc. (retailer).
PAGE 9 OF 13
DANIEL LEBARD
Citizenship: French.
Director of The Fairchild Corporation. Chairman of the Board of
Daniel Lebard Management Development SA, a consulting firm in
Paris, France, which performs management services. Chief
Executive Officer of Groupe Sofrecid SA and Kvaerner-Clecim SA,
engineering companies whose headquarters are in Paris.
JACQUES S. MOSKOVIC
Citizenship: French.
Director and Senior Vice President of The Fairchild Corporation.
President and Chief Executive Officer of Fairchild Technologies,
a Fairchild subsidiary (manufacturer of semiconductor equipment
and optical disc equipment).
HERBERT S. RICHEY
Citizenship: USA.
Director of The Fairchild Corporation.
MOSHE SANBAR
Citizenship: Israel.
Director of The Fairchild Corporation. President of the Israel
National Committee of the International Chamber of Commerce.
Member of the executive board of the International Chamber of
Commerce, at the Paris headquarters.
ROBERT A. SHARPE II
Citizenship: USA.
Director and Senior Vice President (Operations) of The Fairchild
Corporation. Executive Vice President and Chief Financial
Officer of Fairchild Fasteners.
DR. ERIC I. STEINER
Citizenship: USA.
Director and Senior Vice President of RHI Holdings. Director,
President and Chief Operating Officer of The Fairchild
Corporation.
JEFFREY J. STEINER
Citizenship: Austria.
Chairman of the Board, CEO and President of RHI Holdings.
Chairman of the Board and CEO of The Fairchild Corporation.
PAGE 10 OF 13
ROBERT D. BUSEY
Citizenship: USA.
Vice President of The Fairchild Corporation.
JOHN L. FLYNN
Citizenship: USA.
Senior Vice President (Tax)of The Fairchild Corporation.
NATALIA HERCOT
Citizenship: USA. Resident of France.
Vice President (Business Development) of The Fairchild
Corporation.
HAROLD R. JOHNSON
Citizenship: USA.
Senior Vice President (Business Development) of The Fairchild
Corporation.
ROBERT H. KELLEY
Citizenship: USA.
Vice President (Employee Benefits) of The Fairchild Corporation.
JEFFREY P. KENYON
Citizenship: USA.
Vice President of The Fairchild Corporation.
DONALD E. MILLER
Citizenship: USA.
Executive Vice President, General Counsel and Corporate Secretary
of The Fairchild Corporation.
KAREN L. SCHNECKENBURGER
Citizenship: USA.
Vice President and Treasurer of The Fairchild Corporation.
DAVID WYNNE-MORGAN
Citizenship: USA.
Senior Vice President (Corporate Communications) of The Fairchild
Corporation. Chairman of WMC Communications, Ltd.
(communications consultants).
PAGE 11 OF 13
BENEFICIAL OWNERSHIP OF BANNER COMMON STOCK
(Information Based on TFC Proxy Statement Dated October 9, 1998)
Name Number of Shares Percent of Class
Of Banner Common Stock
M. Alcox 16,000 Less than 1%
M. Barlow 0
M. Caplin 50,000 Less than 1%
C. Cohen 0
P. David 0
R. Edwards 0
J. Flynn 0
H. Harris 1,500 Less than 1%
D. Lebard 0
D. Miller 2,500 Less than 1%
J. Moskovic 0
M. Sanbar 0
R. Sharpe 0
E. Steiner 0
J. Steiner 398,900 (not including
shares beneficially owned by TFC) 1.84%
PAGE 12 OF 13
All directors
and executive
officers as
a group 484,900 (not including
shares beneficially owned by TFC) 2.23%
PAGE 13 OF 13
