UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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 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 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 2,464,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,464,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
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
BY EACH REPORTING
PERSON 2,464,000
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,464,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
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
BY EACH REPORTING
PERSON 2,464,000
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,464,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
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 2,464,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,464,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
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 2,464,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,464,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
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 and Amendment No.
6 dated October 6, 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 $39,807,339.
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 2,464,000 Shares beneficially
owned by the Reporting Persons, which constitute approximately 12.8% of
the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager have sole
voting and dispositive power with respect to 2,464,000 Shares owned by
the Partnership. James Cramer and Karen Cramer have shared voting and
dispositive power with respect to the Partnership's 2,464,000 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 "2,210,500" and replacing it with the number "2,464,000".
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 9, 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
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
----------- -------------- -------------- ----
10/2/98 75,000 13.179 P
10/9/98 6,000 10.685 P
10/14/98 15,000 11.060 P
10/15/98 25,000 10.685 P
10/27/98 25,000 12.435 P
11/11/98 10,800 15.930 P
11/12/98 9,000 15.185 P
12/1/98 39,500 15.897 P
12/2/98 11,200 15.435 P
12/3/98 12,000 15.060 P
12/4/98 25,000 15.110 P
PAGE 10 OF 10 PAGES
