SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1
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)
November 11, 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 8
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: 360,600 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: 360,600 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 8
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
The Fairchild Corporation: 360,600 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: 7.12% *
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 8
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1")amends the statement of
Schedule 13D (the "Original Schedule 13D Filing")filed with the
Securities and Exchange Commission on November 2, 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 "), 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 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.
PAGE 4 OF 8
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.
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.
Item 3 of the Original Schedule 13D Filing is hereby amended to
add the following:
Through open market purchases, for the period of October 27, 1998
through November 19, 1998, Banner Aerospace purchased an
additional 57,600 shares of Issuer's Common Stock, at an
aggregate purchase price of $1,101,879.00.
Aggregate purchases, to date (8/17/98 through 11/19/98), by RHI
Holdings and Banner Aerospace combined is 360,600 shares of
Issuer's Common Stock, at an aggregate purchase price of
$5,953,664.35 (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 8
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 360,600 shares of Issuer's Common
Stock. 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 360,600 Shares
owned by Fairchild (which includes shares owned by RHI
Holdings and Banner Aerospace) constitute approximately
7.12% 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 112,300 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 360,600 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 A 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: Purchases of Kaynar Technologies Common Stock
PAGE 6 OF 8
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 23, 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 7 OF 8
EXHIBIT A
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
8/17/98 248,300 4,082,890.95
to 9/2/98
Purchases by Banner Aerospace, Inc.:
Opening Balance ** (** Previously Reported)
Trade dates No. of Shares Price Per Share Total Cost
10/21/98 54,700 768,894.40
to 10/26/98
New Purchases
Trade date No. of Shares Price Commission Total Cost
Per Share
11/04/98 11,000 18.5920 330.00 204,842.00
11/05/98 2,600 17.9375 78.00 46,715.50
11/09/98 1,500 18.5000 45.00 27,795.00
11/10/98 10,000 19.4375 300.00 194,675.00
11/11/98 30,000 19.2813 900.00 579,339.00
11/19/98 2,500 19.4050 48,512.50
-------- -------- ------ -------------
Total New
Purchases 57,600 1,101,879.00
COMBINED TOTALS:
No. of Shares Total Cost
360,600 5,953,664.35
PAGE 8 OF 8
