UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
The Fairchild Corporation
(Name of Issuer)
Class A Common Stock, par value $.10 per share
(Title of Class of Securities)
303698104
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 15, 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 statement because of Rule 13d-1(b)(3) or (4), check the following
box |_|.
PAGE 1 OF 10 PAGES
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SCHEDULE 13D
CUSIP NO. 303698104 PAGE 2 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J. Cramer & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,855,600
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
2,855,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,855,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 303698104 PAGE 3 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
2,855,600
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,855,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,855,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 303698104 PAGE 4 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen L. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
2,855,600
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,855,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,855,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 303698104 PAGE 5 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 2,855,600
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
2,855,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,855,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 303698104 PAGE 6 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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
United States
7 SOLE VOTING POWER
NUMBER OF 2,855,600
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
2,855,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,855,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 303698104
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated
February 20, 1997, as amended by Amendment No. 1 dated March 21, 1997, Amendment
No. 2 dated May 7, 1997, Amendment No. 3 dated August 25, 1997, Amendment No. 4
dated November 6, 1997, Amendment No. 5 dated December 5, 1997, Amendment No. 6
dated October 6, 1998 and Amendment No. 7 dated December 9, 1998, relating to
the Class A Common Stock, par value $.10 per share, of The Fairchild
Corporation, a Delaware corporation (the "Company"), whose principal executive
office is located at Washington Dulles International Airport, 300 West Service
Road, P.O. Box 10803, Chantilly, Virginia, 20153. The Company's shares of Class
A Common Stock (the "Common Stock") are referred to herein as the "Shares."
Unless otherwise indicated, all capitalized terms used herein shall have the
same meaning as set forth in the statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the statement is hereby amended and restated to read in its
entirety as follows:
The Shares were purchased with the personal funds of the Partnership in
the amount of $45,575,041.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the statement are hereby amended and
restated to read in their entirety as follows:
PAGE 7 OF 10 PAGES
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CUSIP NO. 303698104
(a) This statement on Schedule 13D relates to 2,855,600 Shares beneficially
owned by the Reporting Persons, which constitute approximately 14.9% of the
issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager have sole
voting and dispositive power with respect to 2,855,600 Shares owned by the
Partnership. James Cramer and Karen Cramer have shared voting and
dispositive power with respect to the Partnership's 2,855,600 Shares.
(c) In the last 60 days, the Reporting Persons purchased or otherwise acquired
Shares on the dates, in the amounts and at the prices set forth on Exhibit
B attached hereto and incorporated by reference herein. Except where as
noted, all of such purchases were made on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is amended by deleting on the second line the
number "2,464,000" and replacing it with the number "2,855,600".
PAGE 8 OF 10 PAGES
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CUSIP NO. 303698104
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 30, 1998
J.J. CRAMER & CO.
By: /s/ James J. Cramer
--------------------------------
Name: James J. Cramer
Title: President
/s/ James J. Cramer
------------------------------------
James J. Cramer
/s/ Karen L. Cramer
------------------------------------
Karen L. Cramer
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION
its general partner
By: /s/ James J. Cramer
--------------------------------
Name: James J. Cramer
Title: President
By: CRAMER CAPITAL CORPORATION
By: /s/ James J. Cramer
--------------------------------
Name: James J. Cramer
Title: President
PAGE 9 OF 10 PAGES
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CUSIP NO. 303698104
EXHIBIT B
Transactions in Common Stock of The Company
Within the Last Sixty Days
No. of Shares
Trade Dates Purchased/Sold Cost Per Share Type
----------- -------------- -------------- ----
12/7/98 50,000 14.659 P
12/8/98 2,500 15.310 P
12/9/98 9,000 15.310 P
12/10/98 46,000 15.010 P
12/11/98 13,500 15.042 P
12/14/98 25,000 15.060 P
12/15/98 42,600 14.748 P
12/15/98 41,700 14.653 P
12/16/98 6,000 14.698 P
12/17/98 500 14.810 P
12/18/98 19,000 14.534 P
12/21/98 30,000 14.706 P
12/22/98 11,000 14.560 P
12/23/98 8,500 14.075 P
12/28/98 51,400 14.533 P
12/29/98 29,900 14.602 P
12/29/98 5,000 14.623 P
PAGE 10 OF 10 PAGES
