SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
KAYNAR TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
486605 10 8
(CUSIP Number)
Donald E. Miller
Senior 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 1, 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 11
CUSIP No. 486605 10 8
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
Banner Aerospace, Inc. -- IRS EIN 95-2039311
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: 720,100 shares*.
RHI Holdings, Inc.: 380,800 shares.
Banner Aerospace, Inc.: 339,300 shares.
(*Includes shares owned by RHI Holdings, Inc., and
Banner Aerospace, Inc.)
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER:
The Fairchild Corporation: 720,100 shares*.
RHI Holdings, Inc.: 380,800 shares.
Banner Aerospace, Inc.: 339,300 shares.
(*Includes shares owned by RHI Holdings, Inc., and
Banner Aerospace, Inc.)
10. SHARED DISPOSITIVE POWER: 0
PAGE 2 OF 11
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
The Fairchild Corporation: 720,100 shares*.
RHI Holdings, Inc.: 380,800 shares.
Banner Aerospace, Inc.: 339,300 shares.
(*Includes shares owned by RHI Holdings, Inc., and
Banner Aerospace, Inc.)
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: 14.21% *
RHI Holdings, Inc.: 7.50%
Banner Aerospace, Inc.: 6.70%
(*Includes shares owned by RHI Holdings, Inc., and
Banner Aerospace, Inc.)
14. TYPE OF REPORTING PERSON: CO
PAGE 3 OF 11
Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 2")amends the statement of
Schedule 13D (the "Original Schedule 13D Filing")filed with the
Securities and Exchange Commission on November 2, 1998 (amended
by Amendment No. 1, filed with the Securities and Exchange
Commission on November 23, 1998), with respect to the Common
Stock of Kaynar Technologies, Inc., a Delaware corporation
("Issuer"). The principal executive offices of Issuer are
located at 500 N. State College Blvd., Suite 1000, Orange, CA
92868-1638. Telephone: 714-712-4900.
Other than as set forth herein, there has been no material change
in the information set forth in the Original Schedule 13D Filing.
Item 2. Identity and Background.
This statement is filed by RHI Holdings, Inc., a Delaware
corporation ("RHI Holdings "), Banner Aerospace, Inc., a Delaware
corporation ("Banner Aerospace"), and The Fairchild Corporation
("Fairchild"). RHI Holdings, Banner Aerospace and Fairchild are
collectively referred to as the "Reporting Persons."
The principal executive offices of the Fairchild and RHI Holdings
are located at 45025 Aviation Drive, Suite 400, Dulles, VA 20166-
7516. The principal executive offices of Banner Aerospace are
located at 45025 Aviation Drive, Suite 300, Dulles, VA 20166-
7556
Fairchild is a publicly held company, traded on the New York and
Pacific Stock Exchange, under the symbol FA. Fairchild
beneficially owns (directly or indirectly) 100% of RHI Holdings'
common stock and approximately 85.43% of Banner Aerospace's
common stock.
Fairchild's principal activities include Fairchild Fasteners, a
worldwide manufacturer of advanced aerospace fastening devices,
an 85.43% beneficial ownership interest in Banner Aerospace, and
Fairchild Technologies, a manufacturer of semiconductor equipment
and optical disc equipment. RHI Holdings is a wholly-owned
subsidiary of Fairchild. Banner Aerospace is a distributor of
aircraft rotables and engines. It's common stock trades on the
New York Stock Exchange, under the symbol BAR.
PAGE 4 OF 11
Exhibit A of the Original Schedule 13D Filing 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 RHI Holdings and each executive officer
and director of Fairchild. There has been no material change in
the information incorporated under Exhibit A of the Original
Schedule 13D Filing.
Exhibit A of this Amendment No. 2 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 Banner Aerospace.
The business address of each executive officer and director of
the Reporting Persons 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.
PAGE 5 OF 11
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:
Through open market purchases, for the period of November 30,
1998 through December 8, 1998, the Reporting Persons purchased an
additional 359,500 shares of Issuer's Common Stock, at an
aggregate purchase price of $7,600,164.25 (132,500 shares by RHI
Holdings, at an aggregate purchase price of $2,782,357.75; and
227,000 shares by Banner Aerospace, at an aggregate purchase
price of $4,817,806.50).
Aggregate purchases, to date (8/17/98 through 12/8/98), by RHI
Holdings and Banner Aerospace combined is 720,100 shares of
Issuer's Common Stock, at an aggregate purchase price of
$13,553,828.60 (collectively, the "Shares"). The Shares were
purchased with working capital funds of RHI Holdings and Banner
Aerospace, respectively. Because of its ownership interest in
RHI Holdings and Banner Aerospace, Fairchild is also deemed the
beneficial ownership of all the Shares.
Jeffrey Steiner may be deemed the beneficial owner of 28.96% of
Fairchild's Class A Common Stock (including shares owned by his
affiliates). He is also the Chairman of the Board and CEO of
Fairchild and Banner Aerospace. As a result of such stock
ownership and executive positions, Mr. Steiner may be deemed to
be the beneficial owner of the Shares beneficially owned by the
Reporting Persons. Mr. Steiner disclaims such beneficial
ownership, except to the extent of his pecuniary interest
therein.
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) As a result of the transactions described in Item 4 of this
Amendment No. 1, the Reporting Persons are the beneficial
owners of an aggregate of 720,100 shares of Issuer's Common
Stock.
PAGE 6 OF 11
Issuer's report on Form 10Q filed October 22, 1998 states
that there are 5,068,276 shares of Issuer Common Stock
outstanding. Based on such number, the 720,100 Shares owned
by Fairchild (which includes shares owned by RHI Holdings
and Banner Aerospace) constitute approximately 14.21% of the
issued and outstanding shares of Issuer's Common Stock, the
380,800 Shares owned by RHI Holdings constitute
approximately 7.50% of the issued and outstanding shares of
Issuer's Common Stock, and the 339,300 Shares owned by
Banner Aerospace constitute approximately 6.70% of the
issued and outstanding shares of Issuer's Common Stock.
Fairchild, RHI Holdings and Banner Aerospace first owned in
excess of 5% of the issued and outstanding shares of
Issuer's Common Stock as of the following respective dates:
October 21, 1998 (Fairchild), December 3, 1998 (RHI
Holdings), and December 2, 1998 (Banner Aerospace).
(b) RHI Holdings has sole voting and dispositive power with
respect to 380,800 Shares, and Banner Aerospace has sole
voting and dispositive power with respect to 339,300 Shares.
Because of Fairchild's ownership interest in RHI Holdings
and Banner Aerospace, it may also be deemed to have voting
and dispositive power with respect to all 720,100 Shares.
(c) Since the date of the Original Schedule 13D Filing, the
Reporting Persons purchased shares of Issuer's Common Stock
on the dates, in the amounts and at the prices set forth on
Exhibit B attached hereto. All of such purchases were made
on the open market.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Officers and Directors of Banner Aerospace
Exhibit B: Purchases of Kaynar Technologies Common Stock
PAGE 7 OF 11
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 11, 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
BANNER AEROSPACE, INC.
By:
Warren Persavich
Senior Vice President and COO
PAGE 8 OF 11
EXHIBIT A
OFFICERS AND DIRECTORS OF BANNER AEROSPACE, INC.
MICHAEL T. ALCOX
Citizenship: USA.
Director of Banner Aerospace. Part-Time Vice President of The
Fairchild Corporation. Owner and operator of travel and real
estate businesses.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
STEVEN L. GERARD
Citizenship: USA.
Director of Banner Aerospace.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
CHARLES M. HAAR
Citizenship: USA.
Director of Banner Aerospace.
Professor of law at Harvard University.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
PHILIPPE HERCOT
Citizenship: French.
Director of Banner Aerospace.
Managing partner for Capital Industrie & Associs (a Paris, France
based investment and consulting firm).
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
MICHAEL D. HERDMAN
Citizenship: USA.
Director of Banner Aerospace.
Senior Vice President of American National Can for Beverage Cans
Europe/Asia Pacific.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
WARREN D. PERSAVICH
Citizenship: USA.
Director, Senior Vice President and Chief Operating Officer of
Banner Aerospace.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
PAGE 9 OF 11
DR. ERIC I. STEINER
Citizenship: USA.
Director and Senior Vice President of Banner Aerospace.
Director, President and Chief Operating Officer of The Fairchild
Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
JEFFREY J. STEINER
Citizenship: Austria.
Chairman of the Board, CEO and President of Banner Aerospace.
Chairman of the Board and CEO of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
As a result of his stock ownership in the Reporting Persons and
executive positions with the Reporting Persons, Mr. Steiner may
be deemed to be the beneficial owner of the Shares beneficially
owned by the Reporting Persons. Mr. Steiner disclaims such
beneficial ownership, except to the extent of his pecuniary
interest therein.
LEONARD TOBOROFF
Citizenship: USA.
Director of Banner Aerospace
Executive Vice President and Director of Riddell Sports, Inc., a
manufacturer and licenser of sports equipment. Vice President
and Vice Chairman of the Board of Allis-Chalmers Corporation, a
holding company.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
Eugene W. Juris
Citizenship: USA.
Vice President and Chief Financial Officer of Banner Aerospace.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
Bradley T. Lough
Citizenship: USA.
Treasurer and Secretary of Banner Aerospace.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
PAGE 10 OF 11
EXHIBIT B
PURCHASES OF KAYNAR TECHNOLOGIES COMMON STOCK
Purchases by RHI Holdings, Inc.:
Opening Balance ** (** Previously Reported)
Trade dates No. of Shares Price Per Share Total Cost
8/17/98
to 11/19/98 248,300 4,082,890.95
New Purchases
Trade date No. of Shares Price Per Share Total Cost
12/03/98 87,500 20.4325 1,787,843.75
12/04/98 5,000 20.5800 102,900.00
12/07/98 10,000 22.3838 223,838.00
12/08/98 30,000 22.2592 667,776.00
- -------- -------- ------ -------------
Total New Purchases: 132,500 Shares 2,782,357.75
Purchases by Banner Aerospace, Inc.:
Opening Balance ** (** Previously Reported)
Trade dates No. of Shares Price Per Share Total Cost
8/17/98
to 11/19/98 112,300 1,870,773.40
New Purchases
Trade date No. of Shares Price Per Share Total Cost
11/30/98 25,000 21.5000 537,500.00
12/01/98 47,000 21.5433 1,012,534.50
12/02/98 155,000 21.0824 3,267,772.00
- -------- -------- ------ -------------
Total New Purchases: 227,000 shares 4,817,806.50
COMBINED TOTALS:
No. of Shares Total Cost
720,100 13,553,828.60
PAGE 11 OF 11
