SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SHARED TECHNOLOGIES CELLULAR, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
819487109
(CUSIP Number)
Donald E. Miller, Esq.
Executive Vice President and General Counsel
The Fairchild Corporation
45025 Aviation Drive, Suite 400, Dulles VA 20177-7516
Telephone: 703-478-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 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 [ ].
PAGE 1 OF 9
CUSIP No. 819487109
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
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 Persons are incorporated under the laws of
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
The Fairchild Corporation: 750,519 shares*
RHI Holdings, Inc.: 0 shares
Banner Aerospace, Inc.: 750,519 shares
(*Includes shares owned by Banner Aerospace, Inc.)
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER:
The Fairchild Corporation: 750,519 shares*
RHI Holdings, Inc.: 0 shares
Banner Aerospace, Inc.: 750,519 shares
(*Includes shares owned by Banner Aerospace, Inc.)
10. SHARED DISPOSITIVE POWER: 0
PAGE 2 OF 9
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
The Fairchild Corporation: 750,519 shares*
RHI Holdings, Inc.: 0 shares
Banner Aerospace, Inc.: 750,519 shares
(*Includes shares owned by 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: 9.97%*
RHI Holdings, Inc.: 0
Banner Aerospace, Inc.: 9.97%
(*Includes shares owned by Banner Aerospace, Inc.)
14. TYPE OF REPORTING PERSON: CO
PAGE 3 OF 9
Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 2") amends the statement on
Schedule 13D (the "Original 13D Filing") filed with the
Securities and Exchange Commission on January 21, 1997 (amended
on February 19, 1997), with respect to the common stock, par
value $.01 per share (the "Common Stock") of Shared Technologies
Cellular, Inc., a Delaware corporation ("Issuer"). The principal
executive offices of Issuer are located at 100 Great Meadow Road,
Wethersfield, CT 06109. 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
("Fairchild"), RHI Holdings, Inc. ("RHI Holdings") and Banner
Aerospace, Inc. ("Banner"), each a Delaware corporation.
The principal executive offices of the Fairchild and RHI Holdings
are located at 45025 Aviation Drive, Suite 400, Dulles, VA 20166-
7516. The principal executive offices of Banner are located at
45025 Aviation Drive, Suite 300, Dulles, VA 20166-7556
Fairchild is a publicly held company, traded on the New York and
Pacific Stock Exchange, under the symbol FA. Fairchild
beneficially owns (directly or indirectly) 100% of RHI Holdings'
common stock and approximately 85.43% of Banner's common stock.
Fairchild's principal activities include Fairchild Fasteners, a
worldwide manufacturer of advanced aerospace fastening devices,
an 85.43% beneficial ownership interest in Banner, and Fairchild
Technologies, a manufacturer of semiconductor equipment and
optical disc equipment. RHI Holdings is a wholly-owned subsidiary
of Fairchild. Banner is a distributor of aircraft rotables and
engines. It's common stock trades on the New York Stock
Exchange, under the symbol BAR.
PAGE 4 OF 9
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.
Exhibit A of this Amendment No. 2 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 Banner.
The business address of each executive officer and director of
the reporting persons 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 5. Interest in Securities of the Issuer.
Item 5 of the Original 13D Filing is hereby amended by adding the
following:
(a) The Original 13D Filing (as amended on February
19, 1997), indicated that RHI Holdings owned 500,000
shares of Issuer Common Stock, and Warrants to purchase
500,000 shares of Issuer Common Stock.
PAGE 5 OF 9
On April 17, 1998, pursuant to mandatory
conversion terms of the Warrants, the Warrants were
converted by the Issuer into 250,519 shares of Issuer
Common Stock. As a result of such conversion, RHI
Holdings held an aggregate of 750,510 shares of Issuer
Common Stock.
On February 3, 1999, RHI Holdings assigned all of
its interest in the Issuer Common Stock to Banner, at a
consideration of $9 per share.
As a result of the transactions described above,
RHI Holdings holds no shares in the Issuer; Banner
holds 750,510 shares of Issuer Common Stock; and
Fairchild has beneficial ownership of the 750,510
shares of Issuer Common Stock owned by Banner.
Issuer's report on Form 10Q filed on November 11, 1998,
states that there are 7,525,352 shares of Issuer Common
Stock outstanding. Based on such number, the 750,510
shares owned by Banner (also deemed beneficially owned
by Fairchild) constitute approximately 9.97% of the
issued and outstanding shares of Issuer's Common Stock.
(b) The information required by this paragraph is set
forth in tabular form in Numbered Paragraphs 7 through
11 on Pages 2 and 3 of this Schedule.
Disclaimer of Beneficial Ownership By Jeffrey Steiner.
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 and Banner.
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
the Reporting Persons. Mr. Steiner disclaims such
beneficial ownership, except to the extent of his
pecuniary interest therein.
(c) No applicable
(d) Not applicable.
(e) Not applicable.
PAGE 6 OF 9
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.
February 16, 1999 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
BANNER AEROSPACE, INC.
By: Warren Persavich
Senior Vice President and COO
PAGE 7 OF 9
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 Issuer Common Stock: 0.
STEVEN L. GERARD
Citizenship: USA.
Director of Banner Aerospace.
Beneficial Ownership of Issuer Common Stock: 0.
CHARLES M. HAAR
Citizenship: USA.
Director of Banner Aerospace.
Professor of law at Harvard University.
Beneficial Ownership of Issuer Common Stock: 0.
PHILIPPE HERCOT
Citizenship: French.
Director of Banner Aerospace.
Managing partner for Capital Industrie & Associs (a Paris, France
based investment and consulting firm).
Beneficial Ownership of Issuer Common Stock: 0.
MICHAEL D. HERDMAN
Citizenship: USA.
Director of Banner Aerospace.
Senior Vice President of American National Can for Beverage Cans
Europe/Asia Pacific.
Beneficial Ownership of Issuer Common Stock: 0.
PAGE 8 OF 9
WARREN D. PERSAVICH
Citizenship: USA.
Director, Senior Vice President and Chief Operating Officer of
Banner Aerospace.
Beneficial Ownership of Issuer Common Stock: 0.
DR. ERIC I. STEINER
Citizenship: USA.
Director and Senior Vice President of Banner Aerospace.
Director, President and Chief Operating Officer of The Fairchild
Corporation.
Beneficial Ownership of Issuer Common Stock: 0.
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 Issuer Common Stock: 0.
As a result of his stock ownership in the Reporting Persons and
executive positions with the Reporting Persons, Mr. Steiner may
be deemed to be the beneficial owner of the Shares beneficially
owned by the Reporting Persons. Mr. Steiner disclaims such
beneficial ownership, except to the extent of his pecuniary
interest therein.
LEONARD TOBOROFF
Citizenship: USA.
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 Issuer Common Stock: 0.
Eugene W. Juris
Citizenship: USA.
Vice President and Chief Financial Officer of Banner Aerospace.
Beneficial Ownership of Issuer Common Stock: 0.
Bradley T. Lough
Citizenship: USA.
Treasurer and Secretary of Banner Aerospace.
Beneficial Ownership of Issuer Common Stock: 0.
PAGE 9 OF 9
