SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
October 21, 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 14
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
_
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: 303,000 shares*.
RHI Holdings, Inc.: 248,300 shares.
(*Includes shares owned by RHI Holdings, Inc., and
Banner Aerospace, Inc.)
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER:
The Fairchild Corporation: 303,000 shares*.
RHI Holdings, Inc.: 248,300 shares.
(*Includes shares owned by RHI Holdings, Inc., and
Banner Aerospace, Inc.)
10. SHARED DISPOSITIVE POWER: 0
PAGE 2 OF 14
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
The Fairchild Corporation: 303,000 shares*.
RHI Holdings, Inc.: 248,300 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: 5.98% *
RHI Holdings, Inc.: 4.90%
(*Includes shares owned by RHI Holdings, Inc., and
Banner Aerospace, Inc.)
14. TYPE OF REPORTING PERSON: CO
PAGE 3 OF 14
Item 1. Security and Issuer.
This Schedule 13D is filed 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.
Item 2. Identity and Background.
This statement is filed by RHI Holdings, Inc., a Delaware
corporation ("RHI Holdings "), and it's parent company, The
Fairchild Corporation ("Fairchild"). RHI Holdings and Fairchild
are collectively referred to as the "Reporting Persons."
The principal executive offices of the Reporting Persons are
located at 45025 Aviation Drive, Suite 400, Dulles, VA 20166-
7516. Fairchild is a publicly held company, traded on the New
York and Pacific Stock Exchange, under the symbol FA. Fairchild
owns (directly or indirectly) 100% of RHI Holdings' shares.
RHI Holdings is a wholly-owned subsidiary of Fairchild.
Fairchild's principal activities include Fairchild Fasteners, a
worldwide manufacturer of advanced aerospace fastening devices,
an 83% holding interest in Banner Aerospace, Inc. ("Banner
Aerospace"), and Fairchild Technologies, a manufacturer of
semiconductor equipment and optical disc equipment.
Exhibit A 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
RHI Holdings and each executive officer and director of
Fairchild. 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.
PAGE 4 OF 14
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.
Through open market purchases, for the period of August 17, 1998,
through October 26, 1998, RHI Holdings purchased 248,300 shares
of Issuer's Common Stock, at an aggregate purchase price of
$4,082,890.95, and Banner Aerospace (an 83% subsidiary of
Fairchild) purchased 54,700 shares of Issuer's Common Stock, at
an aggregate purchase price of $768,894.40. Aggregate purchases
by RHI Holdings and Banner Aerospace combined is 303,000 shares
of Issuer's Common Stock, at an aggregate purchase price of
$4,851,785.35 (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. 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 Fairchild. Mr. Steiner
disclaims such beneficial ownership, except to the extent of his
pecuniary interest therein.
PAGE 5 OF 14
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Shares of Common Stock
reported herein because they believe that trading prices of the
Common Stock do not adequately reflect the value of the
underlying business and assets of the Issuer.
In a press release dated October 20, 1998, the Issuer announced
that it had retained the services of an adviser (Impala Partners)
to assist the Issuer's Board of Directors in reviewing strategic
alternatives currently available to the Issuer to maximize
shareholder value. Both prior to and subsequent to October 20,
the Reporting Persons have had discussions with Issuer's
management, the Issuer's largest stockholder (General Electric
Capital Corporation) and Impala Partners regarding a possible
acquisition of the Issuer. No agreements have been reached to
date.
The Reporting Persons continue to monitor and evaluate their
involvement in the Issuer in light of pertinent business and
market factors. The Reporting Persons may: (i) acquire
additional shares of Issuer's Common Stock through market
transactions or otherwise, (ii) acquire control of the Issuer,
(iii) maintain their current investment in the Issuer, or (iv)
dispose of some or all of their Shares of Common Stock.
Other than as set forth above, the Reporting Persons have no
present plans or proposals which relate to or would result in any
of the actions set forth in parts (b)though (j) if Item 4;
however, the Reporting Persons reserve the right, either
individually or together with one or more of the other
shareholders of the Issuer, to determine in the future to take or
cause to be taken one or more of such actions.
PAGE 6 OF 14
Item 5. Interest in Securities of the Issuer.
(a) This statement on Schedule 13D relates to 303,000 shares of
Issuer's Common Stock beneficially owned by the Reporting
Persons. 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 303,000 Shares
owned by Fairchild (which includes shares owned by RHI
Holdings and Banner Aerospace) constitute approximately
5.98% of the issued and outstanding shares of Issuer's
Common Stock, and the 248,300 Shares owned by RHI Holdings
constitute approximately 4.9% of the issued and outstanding
shares of Issuer's Common Stock.
Fairchild first owned in excess of 5% of the issued and
outstanding shares of Issuer's Common Stock as of October
21, 1998.
(b) RHI Holdings has sole voting and dispositive power with
respect to 248,300 Shares, and Banner Aerospace has sole
voting and dispositive power with respect to 54,700 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 303,000 Shares.
(c) Within the past sixty days, 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 RHI Holdings, Inc. and
The Fairchild Corporation.
Exhibit B: Purchases of Kaynar Technologies Common Stock
PAGE 7 OF 14
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.
November 2, 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
PAGE 8 OF 14
EXHIBIT A
OFFICERS AND DIRECTORS OF RHI HOLDINGS, INC.
Jeffrey J. Steiner, Director, Chairman, President & CEO
Robert D. Busey, VP
Colin M. Cohen, Director, VP and CFO
John L. Flynn, VP and Asst. Sec
Donald E. Miller, VP and Sec
Karen L. Schneckenburger, VP and Treasurer
See under "Officers and Directors of The Fairchild Corporation"
for biographical information and stock ownership.
PAGE 9 OF 14
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.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
MELVILLE R. BARLOW
Citizenship: USA.
Director of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
MORTIMER M. CAPLIN
Citizenship: USA.
Director of The Fairchild Corporation. Attorney, Caplin &
Drysdale.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
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.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
PHILIP DAVID
Citizenship: USA. Resident of the UK.
Director of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
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.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
PAGE 10 OF 14
HAROLD J. HARRIS
Citizenship: USA.
Director of The Fairchild Corporation. President of Wm. H.
Harris, Inc. (retailer).
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
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.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
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).
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
HERBERT S. RICHEY
Citizenship: USA.
Director of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
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.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
PAGE 11 OF 14
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.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
DR. ERIC I. STEINER
Citizenship: USA.
Director and Senior Vice President of RHI Holdings. 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 RHI Holdings.
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.
ROBERT D. BUSEY
Citizenship: USA.
Vice President of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
JOHN L. FLYNN
Citizenship: USA.
Senior Vice President (Tax)of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
PAGE 12 OF 14
NATALIA HERCOT
Citizenship: USA. Resident of France.
Vice President (Business Development) of The Fairchild
Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
HAROLD R. JOHNSON
Citizenship: USA.
Senior Vice President (Business Development) of The Fairchild
Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
ROBERT H. KELLEY
Citizenship: USA.
Vice President (Employee Benefits) of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
JEFFREY P. KENYON
Citizenship: USA.
Vice President of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
DONALD E. MILLER
Citizenship: USA.
Executive Vice President, General Counsel and Corporate Secretary
of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
KAREN L. SCHNECKENBURGER
Citizenship: USA.
Vice President and Treasurer of The Fairchild Corporation.
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
DAVID WYNNE-MORGAN
Citizenship: USA.
Senior Vice President (Corporate Communications) of The Fairchild
Corporation. Chairman of WMC Communications, Ltd.
(communications consultants).
Beneficial Ownership of Kaynar Technologies Common Stock: 0.
PAGE 13 OF 14
EXHIBIT B
PURCHASES OF KAYNAR TECHNOLOGIES COMMON STOCK
Purchases by RHI Holdings, Inc.:
Trade date No. of Shares Price Per Share Total Cost
8/17/98 19,000 11.8520 225,188.00
8/18/98 20,200 12.0730 243,874.60
8/20/98 2,200 14.7898 32,537.56
8/21/98 3,000 15.3750 46,125.00
8/25/98 44,400 16.3050 723,942.00
8/26/98 43,000 17.1192 736,125.60
8/28/98 26,000 17.7327 461,050.20
8/31/98 11,400 17.5950 200,583.00
9/1/98 71,100 17.9109 1,273,464.99
9/2/98 8,000 17.5000 140,000.00
-------- ----------- -------------
TOTAL 248,300 4,082,890.95
Purchases by Banner Aerospace, Inc.:
Trade date No. of Shares Price Per Share Total Cost
10/21/98 15,500 11.8674 183,945.00
10/21/98 7,000 13.4050 93,835.00
10/26/98 32,200 15.2520 491,114.40
-------- ----------- -------------
TOTAL 54,700 768,894.40
COMBINED TOTALS:
No. of Shares Total Cost
303,000 4,851,785.35
PAGE 14 OF 14
