SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BANNER AEROSPACE, INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
0665210
(CUSIP Number)
Donald E. Miller, Esq.
Senior Vice President & General Counsel
The Fairchild Corporation
300 West Service Road
P.O. Box 10803
Chantilly, Virginia 20153
(703) 478-5800
January 13, 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Page 1 of 7 Pages
<PAGE>
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 7 Pages
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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 Fairchild Holding Corp - IRS EIN 54-1794337
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Reporting Persons are incorporated under the laws of
Delaware
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7 SOLE VOTING POWER
17,351,449
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 17,351,449
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
17,351,449
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.16%%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 7 Pages
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Item 1. Security and Issuer.
This Amendment No. 3 ("Amendment No. 3") amends the statement on Schedule
13D, filed with the Securities and Exchange Commission on February 14, 1996,
amended by Amendment No. 1 dated March 15, 1996 and Amendment No. 2 dated July
3, 1997 (collectively, the "Original 13D Filing"), with respect to the common
stock, par value $1.00 per share (the "Common Stock") of Banner Aerospace, Inc.,
a Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at Dulles Int. Airport, 300 West Service Road (Chantilly,
VA), P.O. Box 20260, Washington, DC 20041. Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to them in the Original
13D Filing. Other than as set forth herein, there has been no material change in
the information set forth in the Original 13D Filing.
Item 2. Identity and Background.
This statement is filed by The Fairchild Corporation ("TFC"), RHI Holdings,
Inc. ("RHI") and Fairchild Holding Corp. ("FHC"), each a Delaware corporation.
The address of each of TFC, RHI and FHC is 300 West Service Road, Dulles
International Airport, VA 20166 (Mailing Address: P.O. Box 10803, Chantilly, VA
20153). TFC is a leading worldwide supplier of aerospace fasteners. RHI is a
wholly owned subsidiary of TFC, and FHC is a wholly owned subsidiary of RHI.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original 13D Filing is hereby amended to add the following:
On January 13, 1998, RHI purchased an aggregate of 294,133 shares of the
Issuer's Common Stock from J.J. Cramer & Co. in a privately negotiated
transaction, at $10 3/8 per share. The shares were purchased with working
capital funds of RHI. (Simultaneously with this transaction, the Issuer also
purchased 2,216,967 shares of Common Stock from J.J. Cramer & Co., at $10 3/8
per share.)
Item 5. Interest in Securities of the Issue.
Item 5 of the Original 13D Filing is hereby amended by adding the
following:
Page 4 of 7 Pages
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(a) Stock Ownership of the Reporting Persons.
After giving effect to the transactions described in Items 3 and 5(c) of
this Amendment No. 3, the Reporting Persons are the beneficial owners of an
aggregate of 17,351,449 shares of Issuer's Common Stock, registered as follows:
RHI: 8,782,327 shares of Common Stock and 3,168,143 shares of Preferred Stock;
FHC: 5,386,477 shares of Common Stock; and Banner Aerospace Holding Company II,
Inc. ("BACII", an indirect wholly owned subsidiary of TFC): 11,806 shares of
Common Stock and 2,696 shares of Preferred Stock.
The Reporting Persons' beneficial ownership of 17,351,449 shares of Common
Stock constitutes approximately 74.16% of the Common Stock outstanding based
upon 20,225,811 shares of Common Stock issued and outstanding as of January 14,
1998. (The Issuer's 10-Q for the period ended September 30, 1997, reported
22,442,778 shares of Common Stock outstanding. On January 14, 1998, the Issuer
purchased 2,216,967 shares of Common Stock from J.J. Cramer & Co., in a private
transaction, thus reducing the Common Stock outstanding to 20,225,811.)
Beneficial Stock Ownership of Jeffrey Steiner. As a result of his 31%
beneficial ownership in TFC and his position as Chairman, Chief Executive
Officer and President of TFC, Jeffrey Steiner may be deemed to be the beneficial
owner of the 17,351,449 shares of Issuer Common Stock beneficially owned by the
Reporting Persons. Mr. Steiner disclaims such beneficial ownership, except to
the extent of his pecuniary interest therein.
(b) The information required by this paragraph is set forth in tabular form
in Numbered Paragraphs 7 through 11 on Page 2 of this Schedule.
(c) Since the date of the last 13D filing (July 3, 1997), the Reporting
Persons acquired 84,954 shares of the Issuer's Preferred Stock (convertible on a
1 to 1 basis into Common Stock), as follows:
Registered Owner: RHI
Number of Shares: 84,882 Shares of Preferred Stock
Date Acquired: October 31, 1997
Consideration: Paid-In-Kind by Issuer on its Preferred Stock
Page 5 of 7 Pages
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Registered Owner: BACII
Number of Shares: 72 Shares of Preferred Stock
Date Acquired: October 31, 1997
Consideration: Paid-In-Kind Dividend by Issuer on its
Preferred Stock
(d) Not applicable.
(e) Not applicable.
Page 6 of 7 Pages
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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: January 15, 1998 THE FAIRCHILD CORPORATION
By: /s/ Donald E. Miller
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Name: Donald E. Miller
Title: Senior Vice President
General Counsel
and Secretary
RHI HOLDINGS, INC.
By: /s/ Donald E. Miller
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Name: Donald E. Miller
Title: Vice President
and Secretary
FAIRCHILD HOLDING CORP.
By: /s/ Donald E. Miller
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Name: Donald E. Miller
Title: Vice President
and Secretary
Page 7 of 7 Pages
