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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)
The Fairchild Corporation
(Name of Issuer)
Class A Common Stock and Class B Common Stock,
par value $0.10 per share
(Title of Class of Securities)
0066545 10 4
(CUSIP Number)
David I. Faust, Esq.
Faust, Rabbach & Oppenheim, LLP
488 Madison Avenue
New York, New York 10022
(212) 751-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 1999
(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 [ ].
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SCHEDULE 13D
1. THE STEINER GROUP LLC
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-4035166
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [_]
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
STATE OF DELAWARE, USA
7. SOLE VOTING POWER
3,193,688 CLASS A SHARES
NUMBER OF
SHARES 2,533,996 CLASS B SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,193,688 CLASS A SHARES
WITH 2,533,996 CLASS B SHARES
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,193,688 CLASS A SHARES
2,533,996 CLASS B SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.35% OF CLASS A, 96.66% OF CLASS B
14. TYPE OF REPORTING PERSON
CO
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JEFFREY J. STEINER
15. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [_]
17. SEC USE ONLY
18. SOURCE OF FUNDS
N/A
19. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
20. CITIZENSHIP OR PLACE OF ORGANIZATION
AUSTRIA
21. SOLE VOTING POWER
NUMBER OF 262,954 CLASS A SHARES
SHARES
BENEFICIALLY 22. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 23. SOLE DISPOSITIVE POWER
PERSON
WITH 262,954 CLASS A SHARES
24. SHARED DISPOSITIVE POWER
-0-
25. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,954 CLASS A SHARES
26. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (25) EXCLUDES
CERTAIN SHARES [X]
27. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (25)
1.18% OF CLASS A
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28. TYPE OF REPORTING PERSON
IN
The undersigned, Jeffrey J. Steiner and The Steiner Group LLC
hereby amend the Schedule 13-D filed by Paske Investment Limited and Nedim
Sadaka (Mr. Steiner having replaced Mr. Sadaka as a member of the "group" filing
this statement, as described in Amendment No. 6 dated July 24, 1986 and The
Steiner Group LLC having replaced Paske Investments Limited as a member of the
"group" filing this statement, as described in Amendment No. 21 dated December
29, 1998) with respect to the Class A Common Stock, par value $.10 per share
(the "Class A Stock"), and the Class B Common Stock, par value $.10 per share
(the "Class B Stock"), of The Fairchild Corporation (formerly Banner Industries,
Inc.), a Delaware corporation (the "Issuer"), as follows:
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Merger Agreement among the Issuer, MTA, Inc. and
Banner Aerospace, Inc. ("Banner"), dated January 11, 1999 (the "Merger
Agreement"), effective April 8, 1999, each share of Banner common stock was
converted into the right to receive
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0.7885 shares of the Issuer's Class A Common Stock. Mr. Steiner held 105,000
shares of Banner Common and 15,542 shares of Banner Preferred Stock, which,
immediately prior to the merger, were automatically converted into Banner
Common.
Pursuant to the Merger Agreement, each stock option which had
been granted under Banner's 1990 Non-Qualified and Incentive Stock Option which
was outstanding as of the Merger Date ("Option") was deemed to constitute an
option to acquire the Issuer's Class A Common Stock on the terms and conditions
as were applicable under the respective Option, except that (i) each Option is
exercisable for the greatest number of whole shares of the Issuer's Common Stock
equal to the product of the number of shares of Banner Common Stock multiplied
by 0.7885; (ii) the exercise price per share of the Issuer's Common Stock is an
amount equal to the exercise price per share of Banner Common Stock specified
under such Option in effect immediately prior to April 8, 1999 divided by
0.7885; and (iii) each Option, to the extent not then exercisable, became
exercisable in full at April 8, 1999. Mr. Steiner held options for an aggregate
of 510,000 shares of Banner Common Stock which were converted into options for
an aggregate 402,134 shares of the Issuer's Common Stock. See Item 5 below.
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In addition, Mr. Steiner bought 3,000 Class A shares on April
20, 1999 for $12.3125 per share and 15,000 Class A shares on April 22, 199 for
$11.8004 per share, all in the open market, and an additional 110 Class A shares
on March 31, 1999 for $10.25 per share and 610 Class A shares on April 1, 1999
for $10.226 per share pursuant to a new officers loan program of the Issuer.
Item 5. Interest in Securities of the Issuer.
Mr. Steiner owns 262,954 shares of Class A Common Stock of the
Issuer and employee stock options to purchase Class A Common Stock of the Issuer
as follows:
<TABLE>
<CAPTION>
No. of Warrants Exercisable Expiration Price
- --------------- ----------- ---------- -----
<S> <C> <C> <C>
59,137 immediate 5/24/01 $ 6.50
118,275 immediate 9/15/02 $ 6.19
63,080 immediate 5/29/03 $ 8.72
102,505 immediate 5/21/04 $ 9.68
59,137 immediate 5/29/05 $14.99
</TABLE>
Each warrant represents the right to purchase one share of
either Class A or Class B common stock at the warrant price subject to
adjustments in certain events and subject to the Issuer's right to purchase the
warrants in lieu of exercise. Under
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certain circumstances, the exercise price increases to $7.80 per share plus
$.002 for each day subsequent to March 9, 1999.
Mr. Steiner also owns as custodian for certain of his children
37,500 shares of Class A Common Stock and 30,000 shares of Class B Common Stock
of the Issuer, as to which he disclaims beneficial ownership.
The Steiner Group LLC owns (i) 3,193,688 shares of Class A
Common Stock of the Issuer (all of which have been pledged to NationsBank, N.A.
- - see Item 3 above); (ii) 2,533,996 shares of Class B Common Stock of the Issuer
(1,100,000 of which have been pledged to banks - see Item 3 above); and (iii)
Warrants to buy 375,000 shares of Class A or Class B Common Stock of the Issuer.
Except as set forth above, no transactions in shares of the
Issuer were effected during the past 60 days by Mr. Steiner, The Steiner Group
LLC or The Jeffrey Steiner Family Trust.
Item 7. Exhibits
Joint Filing Agreement - Exhibit B
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, each of the undersigned certifies that the information set
forth in this statement by or about it or him is true, complete and correct.
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DATE: JUNE 9, 1999 /s/ JEFFREY J. STEINER by DAVID I. FAUST, atty in fact
------------------------------------------------------
JEFFREY J. STEINER
BY HIS ATTORNEY-IN-FACT
DAVID I. FAUST
THE STEINER GROUP LLC
DATE: BY: /s/ JEFFREY J. STEINER by DAVID I. FAUST, atty in fact
--------------------------------------------------
JEFFREY J. STEINER, MANAGER
BY DAVID I. FAUST, HIS
ATTORNEY-IN-FACT
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EXHIBIT B
JOINT FILING AGREEMENT
IN ACCORDANCE WITH RULE 13-d-1(f) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, THE PERSONS NAMED BELOW AGREE TO THE JOINT FILING ON
BEHALF OF EACH OF THEM OF A STATEMENT ON SCHEDULE 13-D (INCLUDING AMENDMENTS
THERETO) WITH RESPECT TO THE COMMON STOCK OF THE FAIRCHILD CORPORATION
(FORMERLY, BANNER INDUSTRIES, INC.) AND FURTHER AGREE THAT THIS JOINT FILING
AGREEMENT BE INCLUDED AS AN EXHIBIT TO SUCH JOINT FILINGS. IN EVIDENCE THEREOF,
THE UNDERSIGNED, BEING DULY AUTHORIZED, HEREBY EXECUTE THIS AGREEMENT THIS 9TH
DAY OF JUNE 1999.
DATE: JUNE 9, 1999 /s/ JEFFREY J. STEINER by DAVID I. FAUST, atty in fact
------------------------------------------------------
JEFFREY J. STEINER
BY DAVID I. FAUST, HIS
ATTORNEY-IN-FACT
THE STEINER GROUP LLC
DATE: JUNE 9, 1999 BY: /s/ JEFFREY J. STEINER by DAVID I. FAUST, atty in fact
-------------------------------------------------
JEFFREY J. STEINER, MANAGER
BY DAVID I. FAUST, HIS
ATTORNEY-IN-FACT
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