SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE FAIRCHILD CORPORATION
(Name of Issuer)
Class A Common Stock, par value $.10 per share (Title of Class of
Securities)
303698104 (CUSIP Number)
Warren Persavich
Senior Vice President & COO
Banner Aerospace, Inc.
45025 Aviation Drive, Suite 300
Dulles, VA 20166-7556
Telephone: 703-478-5790
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 7, 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 10
CUSIP No. 303698104
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
The Reporting Person is a Delaware corporations.
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
1,246,400 -- but see Item 5.
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER:
1,246,400 -- but see Item 5.
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,246,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.08%
14. TYPE OF REPORTING PERSON: CO
PAGE 2 OF 10
Item 1. Security and Issuer.
This Schedule 13D is filed with respect to the Class A Common
Stock, par value $.10 per share, of The Fairchild Corporation, a
Delaware corporation ("Fairchild"). The principal executive
offices of Fairchild are located at 45025 Aviation Drive, Suite
400, Dulles, VA 20166-7516.
Item 2. Identity and Background.
This statement is filed by Banner Aerospace, Inc., a Delaware
corporation ("Banner Aerospace"). The principal executive
offices of Banner Aerospace are located at 45025 Aviation Drive,
Suite 300, Dulles, VA 20166-7556.
Banner Aerospace is a distributor of aircraft rotables and
engines. It is a subsidiary of Fairchild. Fairchild owns
approximately 83% of Banner Aerospace's shares, which are traded
on the New York Stock Exchange under the symbol BAR.
Exhibit A hereto sets forth the name, present principal
occupation or employer, citizenship, and stock ownership of
Fairchild Class A Common Stock for each executive officer and
director of Banner Aerospace. The business address of each such
person is c/o Banner Aerospace, Inc., 45025 Aviation Drive, Suite
300, Dulles, VA 20166-7556, Attention: General Counsel.
During the past five years prior to the date hereof, neither the
Reporting Person nor (to the knowledge of the Reporting Person)
any executive officer or director of the Reporting Person 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 3 OF 10
Item 3. Source and Amount of Funds or Other Consideration.
Through open market purchases, for the period of July 8, 1998,
through October 14, 1998, Banner Aerospace purchased an aggregate
of 1,246,400 shares of Fairchild Class A Common Stock, at an
aggregate purchase price of $22,175,073. The shares were
purchased with working capital funds of Banner Aerospace.
Item 4. Purpose of Transaction.
On July 7, 1998, Banner Aerospace announced that its Board of
Directors approved the purchase by Banner Aerospace of up to 2.5
million shares of Fairchild's Class A Common Stock through open
market purchases. Through October 14, 1998, Banner Aerospace has
purchased 1,246,400 shares of Fairchild's Class A Common Stock.
Future purchases by Banner Aerospace will be made from time to
time depending on the market price of Fairchild's stock and may
be subject to Banner Aerospace obtaining any requisite lending
approval.
The shares are held by Banner Aerospace for investment purpose.
As a subsidiary of Fairchild, Banner Aerospace may not vote its
shares of Fairchild Common Stock. Further, such shares of
Fairchild Common Stock may not be sold by Banner Aerospace unless
they are registered or are sold pursuant to an exemption from the
securities registration requirements.
Banner Aerospace has entered into a Registration Rights Agreement
with Fairchild, pursuant to which Banner Aerospace was granted
certain demand registration rights and piggy-back registration
rights for the shares of Fairchild stock purchased by Banner
Aerospace in the open market.
Banner Aerospace may from time to time consider various
alternatives with respect to its investment in Fairchild. As set
forth above, Banner Aerospace plans to purchase up to an
aggregate of 2.5 million shares of Fairchild Common Stock,
depending on market conditions. Such shares are held for
investment, and may be sold by Banner Aerospace depending on
market conditions. Banner Aerospace has no specific plans or
proposals that relate to or would result in any of the matters
described in subparagraphs (b) through (j) of Item 4 of Schedule
13D.
PAGE 4 OF 10
Item 5. Interest in Securities of the Issuer.
(a) This statement on Schedule 13D relates to 1,246,400 shares
of Fairchild Class A Common Stock beneficially owned by the
Reporting Person, which constitutes approximately 6.08% of
the issued and outstanding shares of Fairchild Class A
Common Stock. The Reporting Person first owned in excess of
5% of the issued and outstanding shares of Fairchild Class A
Common Stock as of October 7, 1998.
(b) Banner Aerospace has sole voting and dispositive power with
respect to such 1,246,400 shares of Fairchild Class A Common
Stock. However, under Delaware law, Banner Aerospace may
not vote such shares, since it is a subsidiary of the
issuer. Further, such shares may not be sold by Banner
Aerospace unless they are registered pursuant to an
effective registration statement, or are sold pursuant to an
exemption from securities registration requirements. For
accounting purposes, Fairchild treats the shares of Class A
Common Stock owned by Banner Aerospace as Treasury Shares.
(c) Within the past sixty days, the Reporting Person purchased
shares of Fairchild Class A 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, Inc.
Exhibit B: Purchases of Fairchild Class A Common Stock
PAGE 5 OF 10
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.
October 16, 1998 BANNER AEROSPACE, INC.
By: Warren Persavich
Senior Vice President and COO
PAGE 6 OF 10
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 Fairchild Class A Common Stock: 46,062
Shares (Less than 1% of Outstanding).
STEVEN L. GERARD
Citizenship:
Director of Banner Aerospace.
Beneficial Ownership of Fairchild Class A Common Stock: 1,100
Shares (Less than 1% of Outstanding).
CHARLES M. HAAR
Citizenship: USA
Director of Banner Aerospace.
Professor of law at Harvard University.
Beneficial Ownership of Fairchild Class A Common Stock: Less than
1% of Outstanding.
PHILIPPE HERCOT
Citizenship:
Director of Banner Aerospace.
Managing partner for Capital Industrie & Associs (a Paris, France
based investment and consulting firm).
Beneficial Ownership of Fairchild Class A Common Stock: Less than
1% of Outstanding.
MICHAEL D. HERDMAN
Citizenship:
Director of Banner Aerospace.
Senior Vice President of American National Can for Beverage Cans
Europe/Asia Pacific.
Beneficial Ownership of Fairchild Class A Common Stock: 0 Shares.
PAGE 7 OF 10
WARREN D. PERSAVICH
Director, Senior Vice President and Chief Operating Officer of
Banner Aerospace.
Beneficial Ownership of Fairchild Class A Common Stock: 0 Shares.
DR. ERIC I. STEINER
Citizenship: USA
Director and Senior Vice President of Banner Aerospace.
President and Chief Operating Officer of The Fairchild
Corporation.
Beneficial Ownership of Fairchild Class A Common Stock: 169,415
Shares (Less than 1% of Outstanding).
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 Fairchild Class A Common Stock:
Shares of Class A Stock: 6,585,509 (See Notes (1) and (2))
Percent of Class A Stock: 28.96%
Note 1: Mr. Steiner is the settlor and a beneficiary of The
Friday Trust (the sole stockholder of Paske Investments, Ltd.),
and as such may be deemed to beneficially own the same shares of
Class A Stock owned directly or beneficially by Paske
Investments, Ltd. Class A Shares shown as owned by Mr. Steiner
include: (i) 6,102,684 shares owned directly or beneficially by
Paske Investments and subsidiaries (see Note 2); (ii) 145,900
shares owned of record by Mr. Steiner; (iii) exercisable stock
options to purchase 267,025 shares of Class A Stock; (iv) 37,500
shares of Class A Stock owned by Mr. Steiner as custodian for his
children; (v) 30,000 shares of Class B Stock (convertible on a
one-to-one basis to Class A Stock) owned by Mr. Steiner as
custodian for his children; and (vi) 2,400 shares of Class A
Stock owned by the Jeffrey Steiner Family Foundation. Mr.
Steiner disclaims beneficial ownership of shares owned by the
Jeffrey Steiner Family Foundation and shares owned by him as
custodian for his children.
PAGE 8 OF 10
Note 2: Paske Investments, Ltd. is the beneficial owner of
shares of Class A Stock owned of record or beneficially by its
indirect wholly owned subsidiaries, as follows: (A) Stinbes
Limited: (i) 47,300 shares of Class A Stock, (ii) 2,533,996
shares of Class B Stock convertible on a one-to-one basis to
Class A Stock, and (iii) warrants to purchase 375,000 shares of
Class A Stock or Class B Stock; and (B) Bestin Ltd.: 3,146,388
shares of Class A Stock. Paske Investments, Ltd. is a wholly-
owned subsidiary of The Friday Trust, a trust organized under the
laws of Jersey, Channel Islands, of which the sole trustee is
Lloyds Bank Trust Company (Channel Islands) Limited.
LEONARD TOBOROFF
Citizenship:
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 Fairchild Class A Common Stock: 0 Shares.
Eugene W. Juris
Citizenship: USA
Vice President and Chief Financial Officer of Banner Aerospace.
Beneficial Ownership of Fairchild Class A Common Stock: 0 Shares.
Bradley T. Lough
Citizenship: USA
Treasurer and Secretary of Banner Aerospace.
Beneficial Ownership of Fairchild Class A Common Stock: 0 Shares.
PAGE 9 OF 10
EXHIBIT B
PURCHASES OF FAIRCHILD CLASS A COMMON STOCK
Trade date No. of Shares Price Per Share Total Cost
7/8/98 112,700 22.4987 (1) 2,535,601.75
7/9/98 5,000 22.4775 (1) 112,387.50
7/10/98 18,000 22.4775 (1) 404,595.00
7/13/98 500 22.4775 (1) 11,238.75
7/14/98 82,500 22.4775 (1) 1,845,393.75
7/15/98 150,000 22.3483 (1) 3,352,250.00
7/16/98 76,000 22.0334 (1) 1,674,540.00
7/23/98 22,000 22.2900 (1) 490,380.00
7/27/98 20,000 21.7275 (1) 434,550.00
7/28/98 20,000 21.5056 (1) 430,112.50
7/29/98 35,500 20.8754 (1) 741,076.25
7/30/98 20,000 20.9963 (1) 419,925.00
7/31/98 37,300 20.9736 (1) 782,317.00
8/3/98 7,800 20.5400 (1) 160,212.00
8/4/98 33,000 20.0707 (1) 662,332.50
8/5/98 12,000 18.5400 (1) 222,480.00
8/26/98 97,000 14.9207 (1) 1,447,311.25
8/27/98 45,500 15.8264 (1) 720,101.25
8/28/98 100,000 16.0400 (1) 1,604,000.00
9/11/98 44,000 12.9775 (1) 571,010.00
9/23/98 2,000 13.0713 (1) 26,142.50
10/6/98 50,000 12.2200 (2) 611,000.00
10/7/98 191,600 11.4358 (2) 2,191,099.28
10/8/98 24,000 11.3413 (2) 272,191.20
10/13/98 30,000 11.0304 (2) 330,912.00
10/14/98 10,000 11.2913 (2) 112,913.00
-------- ----------- -------------
TOTAL 1,246,400 17.7913 22,175,072.48
(1) Includes commission of $0.04 per share
(2) Includes commission of $0.06 per share
PAGE 10 OF 10
