As filed with the Securities and Exchange Commission on April 9, 1999
Registration No. 333-70673
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8* TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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THE FAIRCHILD CORPORATION
(Exact name of registrant as specified in charter)
Delaware 34-0728587
(State of Incorporation) (I.R.S. Employer Identification No.)
45025 Aviation Drive, Suite 400, Dulles, Virginia 20166
(703) 478-5800
(Address of Principal Executive Offices)
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Banner Aerospace, Inc.
1996 Non-Employee Director Stock Option Plan**
Stock Award Agreement for Philippe Hercot dated September 13, 1996**
1990 Non-Qualified and Incentive Stock Option Plan**
(Full title of the plans)
---------------
Donald E. Miller, Esq.
Executive Vice President
General Counsel and Secretary
The Fairchild Corporation
45025 Aviation Drive, Suite 400, Dulles, Virginia 20166
(703) 478-5800
(Name, address and telephone number, including area code, of agent for service)
---------------
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the provisions of Rule 401(e) and the
procedure described herein. See "INTRODUCTORY STATEMENT NOT FORMING PART OF
PROSPECTUS."
** Each such Stock Option Plan to be assumed by The Fairchild Corporation
following the effectiveness of the merger of MTA, Inc. with and into
Banner Aerospace, Inc. pursuant to an Agreement and Plan of Merger
dated as of January 11, 1999
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registra-
securities to be registered registered per share offering price tion fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $0.10 par value per share........... 843,538 N/A (1) (1)
==============================================================================================================================
</TABLE>
(1) Registration fee with respect to these shares was previously paid in
connection with the filing of Registrant's Registration Statement on Form
S-4 (File No. 333-70673) which was declared effective March 25, 1999. See
"INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS." below.
<PAGE>
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
The Fairchild Corporation amends its registration statement on form S-4
(No. 333-70673) by filing this post-effective amendment No. 1 on form S-8
relating to shares of Fairchild Class A common stock, $0.10 par value per share
issuable upon the exercise of stock options granted under Banner Aerospace,
Inc.'s 1996 Non-Employee Director Stock Option Plan, the Stock Award Agreement
for Philippe Hercot dated September 13, 1996, the 1990 Non-Qualified and
Incentive Plan, and any amendments to these stock option plans.
On April 8, 1999, Banner Aerospace, Inc. merged with Fairchild and
Fairchild acquired the remaining 15 percent of Banner that it did not already
own. Banner is now a wholly-owned subsidiary of Fairchild. Each share of Banner
common stock, other than stock owned by Fairchild, was converted into the right
to receive .7885 shares of Fairchild's Class A common stock. Fairchild will
issue approximately 2,981,452 shares of its Class A common stock in exchange for
the outstanding shares of Banner common stock. In addition, each outstanding
option to acquire Banner common stock under Banner's stock option plans was
converted into the right to purchase on exercise the number of shares of
Fairchild Class A common stock that they would have received as merger
consideration had the options been exercised before the merger, except that each
option, to the extent not then exercisable, became exercisable in full on the
date of the merger.
The designation of this post-effective amendment as Registration No.
333-70673 denotes that this post-effective amendment relates only to the shares
of Fairchild Class A common stock issuable upon exercise of options under these
stock option plans and that this is the first post-effective amendment to the
registration statement filed with respect to these shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information listed below, which has been filed by the registrant with
the Commission, is specifically incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended June 30, 1998
a copy of which is attached as Appendix B to the Registration Statement;
(b) Quarterly Reports on Form 10-Q for the periods ended September 27,
1998 and December 27, 1998 as amended by Form 10-Q/A dated March 25, 1999,
a copy of which is attached as Appendix C to the Registration Statement;
and
(c) Current Reports on Form 8-K dated March 12, 1998, April 23, 1998,
June 26, 1998, December 29, 1998 and April 9, 1999.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of the Registration Statement and the Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or the Prospectus.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Experts
The consolidated financial statements of Fairchild as of June 30, 1997 and
1998 and for the three years in the period ended June 30, 1998 incorporated by
reference in the Registration Statement have been audited by Arthur Andersen,
LLP, independent public accountants, as indicated in their report thereto, and
are incorporated by reference herein in reliance upon such report given upon the
authority of said firm as experts in giving said report. The consolidated
financial statements of Edwards and Lock Management Corporation, doing business
as Special-T Fasteners, as of March 31, 1997 and 1996 and for the three years in
the period ended March 31, 1997 incorporated by reference in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports thereto, and are incorporated by
reference upon the authority
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of said firm as experts in giving said reports. The financial statements of
Nacanco Paketleme Sanayi ve Ticaret A.S. for the three years ended December 31,
1997 have been audited by Basaran Serbest Muhasebeci Mali Musavirlika A.S.,
independent public accountants, as indicated in their report with respect
thereto and are incorporated by reference in reliance upon the authority of the
firm as experts in giving the report.
Legal Opinion
The validity of Fairchild Class A Common Stock has been passed upon for
Fairchild by Cahill Gordon & Reindel (a partnership including a professional
corporation), New York, New York.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the
registrant under certain circumstances for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act of 1933, as amended.
The registrant's Bylaws provide that the registrant may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of registrant), by reason of the fact that he is or was a director,
officer, employee or agent of the registrant or is or was serving at the request
of the registrant as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will,
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<PAGE>
unless in the opinion of its counsel the matter has been settled by controlling
precedent, subject to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. The undersigned
Registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) that it incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(2) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in
the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(3) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
(4) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; or
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
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<PAGE>
Provided, however that paragraphs 4(i) and 4(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(5) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(6) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to the registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, and the
State of New York on this 8th day of April 1999.
THE FAIRCHILD CORPORATION
By: /s/ Donald E. Miller
------------------------------
Donald E. Miller
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on April 8, 1999.
Signature Title
/s/ JEFFREY J. STEINER* Chairman of the Board, Chief Executive Officer
- ----------------------------
Jeffrey J. Steiner
/s/ MICHAEL T. ALCOX* Director
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Michael T. Alcox
/s/ MELVILLE R. BARLOW* Director
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Melville R. Barlow
/s/ MORTIMER M. CAPLIN* Director
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Mortimer M. Caplin
/s/ COLIN M. COHEN* Senior Vice President, Chief Financial Officer,
- ---------------------------- Controller and Director, Principal Accounting
Officer, Principal Financial Officer
Colin M. Cohen
/s/ PHILIP DAVID* Director
- ----------------------------
Philip David
/s/ ROBERT E. EDWARDS* Director
- ----------------------------
Robert E. Edwards
/s/ HAROLD J. HARRIS* Director
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Harold J. Harris
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/s/ DANIEL LEBARD* Director
- ----------------------------
Daniel Lebard
/s/ JACQUES S. MOSKOVIC* Senior Vice President and Director
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Jacques S. Moskovic
/s/ HERBERT S. RICHEY* Director
- ----------------------------
Herbert S. Richey
/s/ MOSHE SANBAR* Director
- ----------------------------
Moshe Sanbar
/s/ ROBERT A. SHARPE II* Senior Vice President--Operations and Director
- ----------------------------
Robert A. Sharpe II
/s/ ERIC I. STEINER* President, Chief Operating Officer and Director
- ----------------------------
Eric I. Steiner
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* By Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
THE FAIRCHILD CORPORATION
EXHIBITS TO POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO
REGISTRATION STATEMENT ON FORM S-4
Exhibit No. Description
3.1 Registrant's Restated Certificate of Incorporation (incorporated by
reference to Exhibit "C" of Registrant's Proxy Statement dated October
27, 1989).
3.2 Registrant's Amended and Restated By-Laws, as amended as of November
21, 1996 (incorporated by reference to Registrant's quarterly Form
10-Q for the quarter ended December 29, 1996).
4.1 Specimen of Class A Common Stock certificate (incorporated by
reference to Registration Statement No. 33-15359 on Form S-2).
4.2 Specimen of Class B Common Stock certificate (incorporated by
reference to Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1989 (the "1989 10-K")).
5.1* Opinion of Cahill Gordon & Reindel as to the legality of the Common
Stock.
10(iii)(a) 1990 Non-Qualified and Incentive Stock Option Plan of Banner
Aerospace, Inc., amended as of May 29, 1996, is incorporated herein by
reference to Exhibit A of the Definitive Proxy Statement of Banner
Aerospace, Inc. dated and filed July, 26, 1996 with respect to the
Annual Meeting of Stockholders held on September 13, 1996.
10(iii)(b) Amendment dated as of January 1, 1997, to 1990 Non-Qualified and
Incentive Stock Option Plan is incorporated herein by reference to
Exhibit A of the Definitive Proxy Statement of Banner Aerospace, Inc.
dated and filed on August 8, 1997 with respect to the Annual Meeting
of Stockholders held on September 12, 1997.
10(iii)(c) 1996 Non-Employee Director Stock Option Plan of Banner
Aerospace, Inc. is incorporated herein by reference to Exhibit B of
the Definitive Proxy Statement of Banner Aerospace, Inc. dated and
filed July 26, 1996 with respect to the Annual Meeting of Stockholders
held on September 13, 1996.
10(iii)(l)** Stock Award Agreement for Philippe Hercot dated September 13,
1996.
23.1** Consent of Arthur Andersen LLP, independent public accountants.
23.2** Consent of Basaran Serbest Muhasebeci Mali Musavirlik A.S,
a member of PricewaterhouseCoopers.
23.3* Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).
24.1* Power of Attorney (set forth on the signature page of Amendment No. 1
to the Registration Statement).
- ---------------
* Previously filed
** Filed herewith
Exhibit 10(iii)(1)
BANNER AEROSPACE, INC.
AWARD AGREEMENT
(Non-Qualified Stock Option)
This Award Agreement is made, effective as of the 13th day of September
1996, (the "Effective Date") between BANNER AEROSPACE, INC., a Delaware
corporation (hereinafter called the "Company"), and Philippe Hercot, who was
elected as a director of the Company on September 15, 1995 (hereinafter called
the "Director").
WHEREAS, the Company believes that permitting the Director to acquire
ownership of the Capital stock of the company on reasonable terms encourages the
Director to continue to put forth maximum effort for the continued success and
growth of the Company and its Subsidiaries.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, to the following:
1. Definitions. When used herein, the following terms shall have the
meaning set forth below:
1.1 "Board" means the Board of Directors of the Company,
1.2 "Code" means the Internal Revenue Code of 1986, as in effect at
the time of reference, or any successor revenue code which may hereafter be
adopted in lieu
<PAGE>
thereof, and reference to any specific provisions of the Code shall refer
to the corresponding provisions of the Code as it may hereafter be amended
or replaced.
1.3 "Fair Market Value" means with respect to the Company's Shares the
closing price of the Shares as of the date an which the value is to be
determined as reported on the New York Stock Exchange Composite Tape or
such other source of quotation for, or reports of, trading activity in
Shares as the Board may from time to time select. Notwithstanding the
above, in the event that Shares are not then being traded on a public
market, Fair Market Value shall mean the fair market value of the Shares as
of the date on which the value is to be determined, as determined by the
Board in its discretion.
1.4 "Offering" means the Company's initial public offering of Shares
in the United States and Canada reported on the Registration Statement.
1.5 "Registration Statement" means the Form S-1, Registration No.
33-34775, as amended from time to time, which was initially filed with the
Securities and Exchange Commission on May 14, 1990, in connection with the
company's initial public offering of Shares.
1.6 "Shares" means shares of the Company's $1.00 par value common
stock or, if by reason of the adjustment provisions contained herein any
rights under the Option pertain to any other security, such other security.
2. Grant of Option. The Company hereby grants to the Director the Option to
purchase all or any part of an aggregate of ten thousand (10,000) Shares (such
number
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being subject to adjustment as set forth herein) on the terms and conditions set
forth herein ("Option").
3. Exercise Price. The exercise price of the Shares covered by the Option
is 8 1/8 dollars ($8.125) per share.
4. Term of Option. The Term of the Option shall be for a period of five (5)
years from the date hereof, subject to earlier termination as hereinafter
provided.
5. Exercise of Option.
(a) Prior to its expiration or termination, the Option may be exercised at
any time.
(b) In order to exercise the Option, the Director shall deliver to the
Chief Financial Officer of the Company written notice of the number of full
Shares with respect to which the Option is to be exercised. The notice shall be
accompanied by payment in full for any Shares being purchased. Such payment
shall be in cash, or, upon approval of the Board, by certificates of Shares held
by the Director for more than six (6) months, duly endorsed in blank, equal in
value to the purchase price based on their Fair Market Value on the date of
exercise or, upon approval by the Board, by a combination thereof.
(c) No shares shall be issued until full payment therefor has been made,
and the Director shall have none of the rights of a stockholder in respect of
such Shares until they are so issued.
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6. Nontransferability. The Option shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Option may be exercised
during the lifetime of the Director, only by him.
7. Termination of Directorship. At such time as the Director's employment
by the Company as Director is terminated (otherwise than reason of death or
disability), the Option may be exercised by the Director (to the extent that he
shall have been entitled to do on the date on which his employment as Director
is terminated), at any time within three (3) months after such termination, but
not beyond the original term thereof.
8. Death of Director. If the Director dies during his employment by the
Company as a director or within three (3) months after the termination of his
employment as a director, the Option may be exercised in full by a legatee or
legatees of the Director under his last will, or by his personal representatives
or distributees, at any time within one (1) year after his death, but not beyond
the original term of the Option.
9. Disability of Director. If the employment of the Director by the Company
terminates on account of his having become "disabled," as defined in Section
22(e)(3) of the Code, the Option may be exercised in fall at the termination of
his employment as a director on account of his becoming disables, at any time
within one (1) year after the date on which his employment as director is
terminated, but not beyond the original term of the Option.
10. Taxes. If the Director becomes entitled to receive shares pursuant to
the exercise of this Option, the Company shall the right to require the Director
to pay the
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Company the amount of any taxes which the Company is or will be required to
withhold with respect to such Shares before the certificates for such Shares is
delivered pursuant to the Option. Furthermore, the company may elect to deduct
such taxes from any other amounts payable then or any time thereafter in cash or
Shares or otherwise to the Director.
11. Adjustments Upon Changes in Capitalization. In the event of changes in
all of the outstanding Shares by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations, or exchanges of
Shares, separations, reorganizations or liquidations, or similar transactions
or, in the event of extraordinary cash or non-cash dividends, being declared
with respect to the Shares, or similar transactions, the number and class of
Shares subject to the Option hereby granted, the option price thereof and all
other applicable provisions, shall, subject to the provisions this Award
Agreement, be equitably adjusted by the Board (which adjustment may, but need
not, include payment in cash or in Shares in an amount equal to the difference
between the then current fair market value of the Shares subject to such Option,
as equitably determined by the Board, and the price at which such Option may be
exercised). The foregoing adjustment and the manner of application of the
foregoing provisions shall be determined by the Board in its sole discretion.
Any such adjustment may provide for the elimination of any fractional Share
which might otherwise become subject to the Option.
12. Unusual Corporate Events. Notwithstanding anything to the contrary, in
the case of an unusual corporate event such as liquidation, merger,
reorganization (other than a reorganization as defined by Section 368(a)(1)(F)
of the code), or other business combination, acquisition or change in the
control of the Company through a tender offer or other-
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<PAGE>
wise, the Board may, in its sole discretion, determine the Option shall
terminate ninety (90) days after the occurrence of such unusual corporate event,
but in the event of any such termination, the Director shall have the right,
commencing at least five (5) days prior to such unusual corporate event (and
continuing until the Option terminates) to immediately exercise the Option in
full to the extent it shall not have been exercised; provided, however, that the
Option shall not terminate prior to thirty (30) days after the first date an
which the Option is exercisable pursuant to Rule 16-b3 of the Securities
Exchange Art of 1934.
13. Delivery of Shares on Exercise. Delivery of certificates for Shares
pursuant to exercise of the Option may be postponed by the Company for such
period as may be required for it with reasonable diligence to comply with any
applicable requirements of any federal, state or local law or regulation or any
administrative or quasi-administrative requirement applicable to the sale,
issuance, distribution or delivery of such Shares. The Board may, in its sole
discretion, require the Participant to furnish the Company with appropriate
representations and a written investment letter prior to the exercise of the
Option or the delivery of any Shares pursuant to the Option.
14. Fees and Costs. The Company shall pay all original issue taxes on the
exercise of any Option granted under this Award Agreement and all other fees and
expenses necessarily incurred by the Company in correction therewith.
15. Amendment of Option. This Award Agreement may be amended at any time
and from time to time by the Board. However, no amendment or cancellation of the
Option shall impair any of the rights of the Director, without his consent,
under the Option.
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16. Parties to Agreement. This Award Agreement shall be binding upon and
shall operate for the benefit of the Company, its successors and assigns, and
the Director and his heirs, estate and personal representatives.
17. Multiple Counterparts. This Award Agreement may be signed in multiple
counterparts, all of which taken together shall constitute an original
agreement. The execution by one party of any counterpart shall be sufficient by
that party, whether or not the same counterpart has been executed by any other
party.
18. Governing Law. This Award Agreement shall be governed by the laws of
the State of Delaware.
19. Interpretation of Award Agreement. The Board shall have full authority,
in its sole discretion, to generally interpret and determine any and all matters
whatsoever relating to the administration of this Award Agreement.
20. Other Provisions. As used in this Award Agreement, references to the
masculine pronoun shall be deemed to refer to the feminine or neuter, and
references to the singular or the plural shall refer to the plural or the
singular, as the identity of the person or persons or entity or entities being
referred to may required. The captions used in this Award Agreement, are for
convenience only and shall not affect the meaning of any provision hereof or
thereof.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly
executed by its officers thereunto, and the Director has hereunto set his hand,
as of the l3th day of September 1996.
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BANNER AEROSPACE, INC.
By: /s/ Eugene W. Juris
--------------------------------------
Eugene W. Juris
Title: Vice President - Finance & Secretary
/s/
-------------------------------------------
Director
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Consent of Independent Auditors
As independent public accountants, we hereby consent to the incorporation
by reference in Post-Effective Amendment No. 1 to Form S-4 Registration
Statement (333-70673) on Form S-8 Registration Statement of our report dated
September 22, 1998 included in The Fairchild Corporation's Form 10-K for the
year ended June 30, 1998 and to the incorporation by reference in this
Registration Statement of our reports dated April 9, 1998 and February 7, 1997
related to the Edwards and Lock Management Corporation annual financial
statements included in The Fairchild Corporation's Form 8-K dated March 2, 1998,
and to all references to our Firm included in that Registration Statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
April 9, 1999
To the Board of Directors
Of Nacanco Paketleme Sanayi ve Ticaret A.S.
9 April 1999
We hereby consent to the incorporation by reference in this Registration
Statement (333-70673) on Form S-8 of The Fairchild Corporation of our report
dated 12 March 1998 on the audit of the financial statements of Nacanco
Paketleme Sanayi ve Ticaret A.S. appearing in The Fairchild Corporation Current
Report on Form 8-k dated June 26, 1998 and as incorporated by reference in The
Fairchild Corporation Annual Report on Form 10-K for the year ended 30 June
1998.
Regards,
Zeynep Uras, SMMM
Partner
