-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EQ76oIu+NcIXqsMVrdHLhdQnudQXjmWDnyR2s/GJHC/LCOBoJqD31K6Oib0SU2Au BgH/ex+BCDwaqYurSq8Kkg== 0000009779-98-000042.txt : 19981103 0000009779-98-000042.hdr.sgml : 19981103 ACCESSION NUMBER: 0000009779-98-000042 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KAYNAR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000917193 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 330591091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52549 FILM NUMBER: 98736175 BUSINESS ADDRESS: STREET 1: 500 N STATE COLLEGE BLVD STREET 2: STE 1000 CITY: ORANGE STATE: CA ZIP: 92868-1638 FORMER COMPANY: FORMER CONFORMED NAME: KAYNAR HOLDINGS INC DATE OF NAME CHANGE: 19970205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD CORP CENTRAL INDEX KEY: 0000009779 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 340728587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 45025 AVIATION DR STREET 2: STE 400 CITY: DULLAS STATE: VA ZIP: 20166 BUSINESS PHONE: 7034785800 MAIL ADDRESS: STREET 1: 45025 AVIATION DRIVE STREET 2: SUITE 400 CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 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) October 21, 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 14 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: 303,000 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: 303,000 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 14 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Fairchild Corporation: 303,000 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: 5.98% * 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 14 Item 1. Security and Issuer. This Schedule 13D is filed 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. 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 hereto 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. 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. PAGE 4 OF 14 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. Through open market purchases, for the period of August 17, 1998, through October 26, 1998, RHI Holdings purchased 248,300 shares of Issuer's Common Stock, at an aggregate purchase price of $4,082,890.95, and Banner Aerospace (an 83% subsidiary of Fairchild) purchased 54,700 shares of Issuer's Common Stock, at an aggregate purchase price of $768,894.40. Aggregate purchases by RHI Holdings and Banner Aerospace combined is 303,000 shares of Issuer's Common Stock, at an aggregate purchase price of $4,851,785.35 (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 14 Item 4. Purpose of Transaction. The Reporting Persons have acquired the Shares of Common Stock reported herein because they believe that trading prices of the Common Stock do not adequately reflect the value of the underlying business and assets of the Issuer. In a press release dated October 20, 1998, the Issuer announced that it had retained the services of an adviser (Impala Partners) to assist the Issuer's Board of Directors in reviewing strategic alternatives currently available to the Issuer to maximize shareholder value. Both prior to and subsequent to October 20, the Reporting Persons have had discussions with Issuer's management, the Issuer's largest stockholder (General Electric Capital Corporation) and Impala Partners regarding a possible acquisition of the Issuer. No agreements have been reached to date. The Reporting Persons continue to monitor and evaluate their involvement in the Issuer in light of pertinent business and market factors. The Reporting Persons may: (i) acquire additional shares of Issuer's Common Stock through market transactions or otherwise, (ii) acquire control of the Issuer, (iii) maintain their current investment in the Issuer, or (iv) dispose of some or all of their Shares of Common Stock. Other than as set forth above, the Reporting Persons have no present plans or proposals which relate to or would result in any of the actions set forth in parts (b)though (j) if Item 4; however, the Reporting Persons reserve the right, either individually or together with one or more of the other shareholders of the Issuer, to determine in the future to take or cause to be taken one or more of such actions. PAGE 6 OF 14 Item 5. Interest in Securities of the Issuer. (a) This statement on Schedule 13D relates to 303,000 shares of Issuer's Common Stock beneficially owned by the Reporting Persons. 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 303,000 Shares owned by Fairchild (which includes shares owned by RHI Holdings and Banner Aerospace) constitute approximately 5.98% 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 54,700 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 303,000 Shares. (c) Within the past sixty days, the Reporting Persons purchased shares of Issuer's Common Stock on the dates, in the amounts and at the prices set forth on Exhibit B 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: Officers and Directors of RHI Holdings, Inc. and The Fairchild Corporation. Exhibit B: Purchases of Kaynar Technologies Common Stock PAGE 7 OF 14 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 2, 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 8 OF 14 EXHIBIT A OFFICERS AND DIRECTORS OF RHI HOLDINGS, INC. Jeffrey J. Steiner, Director, Chairman, President & CEO Robert D. Busey, VP Colin M. Cohen, Director, VP and CFO John L. Flynn, VP and Asst. Sec Donald E. Miller, VP and Sec Karen L. Schneckenburger, VP and Treasurer See under "Officers and Directors of The Fairchild Corporation" for biographical information and stock ownership. PAGE 9 OF 14 OFFICERS AND DIRECTORS OF THE FAIRCHILD CORPORATION MICHAEL T. ALCOX Citizenship: USA. Director and Vice President (part-time) of The Fairchild Corporation. Owner and operator of travel and real estate businesses. Beneficial Ownership of Kaynar Technologies Common Stock: 0. MELVILLE R. BARLOW Citizenship: USA. Director of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. MORTIMER M. CAPLIN Citizenship: USA. Director of The Fairchild Corporation. Attorney, Caplin & Drysdale. Beneficial Ownership of Kaynar Technologies Common Stock: 0. COLIN M. COHEN Citizenship: South African. Resident of the USA. Director, Senior Vice President (Business Development and Finance) and Chief Financial Officer of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. PHILIP DAVID Citizenship: USA. Resident of the UK. Director of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. ROBERT E. EDWARDS Citizenship: USA. Director of The Fairchild Corporation. Executive Vice President of Fairchild Fasteners and Chief Executive Officer of Special-T Fasteners, Inc., a wholly-owned subsidiary of Fairchild. Beneficial Ownership of Kaynar Technologies Common Stock: 0. PAGE 10 OF 14 HAROLD J. HARRIS Citizenship: USA. Director of The Fairchild Corporation. President of Wm. H. Harris, Inc. (retailer). Beneficial Ownership of Kaynar Technologies Common Stock: 0. DANIEL LEBARD Citizenship: French. Director of The Fairchild Corporation. Chairman of the Board of Daniel Lebard Management Development SA, a consulting firm in Paris, France, which performs management services. Chief Executive Officer of Groupe Sofrecid SA and Kvaerner-Clecim SA, engineering companies whose headquarters are in Paris. Beneficial Ownership of Kaynar Technologies Common Stock: 0. JACQUES S. MOSKOVIC Citizenship: French. Director and Senior Vice President of The Fairchild Corporation. President and Chief Executive Officer of Fairchild Technologies, a Fairchild subsidiary (manufacturer of semiconductor equipment and optical disc equipment). Beneficial Ownership of Kaynar Technologies Common Stock: 0. HERBERT S. RICHEY Citizenship: USA. Director of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. MOSHE SANBAR Citizenship: Israel. Director of The Fairchild Corporation. President of the Israel National Committee of the International Chamber of Commerce. Member of the executive board of the International Chamber of Commerce, at the Paris headquarters. Beneficial Ownership of Kaynar Technologies Common Stock: 0. PAGE 11 OF 14 ROBERT A. SHARPE II Citizenship: USA. Director and Senior Vice President (Operations) of The Fairchild Corporation. Executive Vice President and Chief Financial Officer of Fairchild Fasteners. Beneficial Ownership of Kaynar Technologies Common Stock: 0. DR. ERIC I. STEINER Citizenship: USA. Director and Senior Vice President of RHI Holdings. Director, President and Chief Operating Officer of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. JEFFREY J. STEINER Citizenship: Austria. Chairman of the Board, CEO and President of RHI Holdings. Chairman of the Board and CEO of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies 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. ROBERT D. BUSEY Citizenship: USA. Vice President of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. JOHN L. FLYNN Citizenship: USA. Senior Vice President (Tax)of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. PAGE 12 OF 14 NATALIA HERCOT Citizenship: USA. Resident of France. Vice President (Business Development) of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. HAROLD R. JOHNSON Citizenship: USA. Senior Vice President (Business Development) of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. ROBERT H. KELLEY Citizenship: USA. Vice President (Employee Benefits) of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. JEFFREY P. KENYON Citizenship: USA. Vice President of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. DONALD E. MILLER Citizenship: USA. Executive Vice President, General Counsel and Corporate Secretary of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. KAREN L. SCHNECKENBURGER Citizenship: USA. Vice President and Treasurer of The Fairchild Corporation. Beneficial Ownership of Kaynar Technologies Common Stock: 0. DAVID WYNNE-MORGAN Citizenship: USA. Senior Vice President (Corporate Communications) of The Fairchild Corporation. Chairman of WMC Communications, Ltd. (communications consultants). Beneficial Ownership of Kaynar Technologies Common Stock: 0. PAGE 13 OF 14 EXHIBIT B PURCHASES OF KAYNAR TECHNOLOGIES COMMON STOCK Purchases by RHI Holdings, Inc.: Trade date No. of Shares Price Per Share Total Cost 8/17/98 19,000 11.8520 225,188.00 8/18/98 20,200 12.0730 243,874.60 8/20/98 2,200 14.7898 32,537.56 8/21/98 3,000 15.3750 46,125.00 8/25/98 44,400 16.3050 723,942.00 8/26/98 43,000 17.1192 736,125.60 8/28/98 26,000 17.7327 461,050.20 8/31/98 11,400 17.5950 200,583.00 9/1/98 71,100 17.9109 1,273,464.99 9/2/98 8,000 17.5000 140,000.00 -------- ----------- ------------- TOTAL 248,300 4,082,890.95 Purchases by Banner Aerospace, Inc.: Trade date No. of Shares Price Per Share Total Cost 10/21/98 15,500 11.8674 183,945.00 10/21/98 7,000 13.4050 93,835.00 10/26/98 32,200 15.2520 491,114.40 -------- ----------- ------------- TOTAL 54,700 768,894.40 COMBINED TOTALS: No. of Shares Total Cost 303,000 4,851,785.35 PAGE 14 OF 14 -----END PRIVACY-ENHANCED MESSAGE-----