-----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, LOgmjTjpbgu68kEy8iX9TUQz2GW9jEuHVjzkrWig3PZ9ZbYudk0YUGv3wVjTo+Rv c4hsw4so1bovB1G77ZhVIw== 0000009779-98-000050.txt : 19981214 0000009779-98-000050.hdr.sgml : 19981214 ACCESSION NUMBER: 0000009779-98-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981211 GROUP MEMBERS: FAIRCHILD CORP GROUP MEMBERS: THE FAIRCHILD CORPORATION 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/A SEC ACT: SEC FILE NUMBER: 005-52549 FILM NUMBER: 98768309 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 2 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) December 1, 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 11 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 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 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: 720,100 shares*. RHI Holdings, Inc.: 380,800 shares. Banner Aerospace, Inc.: 339,300 shares. (*Includes shares owned by RHI Holdings, Inc., and Banner Aerospace, Inc.) 8. SHARED VOTING POWER: 0 9. SOLE DISPOSITIVE POWER: The Fairchild Corporation: 720,100 shares*. RHI Holdings, Inc.: 380,800 shares. Banner Aerospace, Inc.: 339,300 shares. (*Includes shares owned by RHI Holdings, Inc., and Banner Aerospace, Inc.) 10. SHARED DISPOSITIVE POWER: 0 PAGE 2 OF 11 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Fairchild Corporation: 720,100 shares*. RHI Holdings, Inc.: 380,800 shares. Banner Aerospace, Inc.: 339,300 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: 14.21% * RHI Holdings, Inc.: 7.50% Banner Aerospace, Inc.: 6.70% (*Includes shares owned by RHI Holdings, Inc., and Banner Aerospace, Inc.) 14. TYPE OF REPORTING PERSON: CO PAGE 3 OF 11 Item 1. Security and Issuer. This Amendment No. 2 ("Amendment No. 2")amends the statement of Schedule 13D (the "Original Schedule 13D Filing")filed with the Securities and Exchange Commission on November 2, 1998 (amended by Amendment No. 1, filed with the Securities and Exchange Commission on November 23, 1998), 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. Other than as set forth herein, there has been no material change in the information set forth in the Original Schedule 13D Filing. Item 2. Identity and Background. This statement is filed by RHI Holdings, Inc., a Delaware corporation ("RHI Holdings "), Banner Aerospace, Inc., a Delaware corporation ("Banner Aerospace"), and The Fairchild Corporation ("Fairchild"). RHI Holdings, Banner Aerospace and Fairchild are collectively referred to as the "Reporting Persons." 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 Aerospace 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 Aerospace'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 Aerospace, and Fairchild Technologies, a manufacturer of semiconductor equipment and optical disc equipment. RHI Holdings is a wholly-owned subsidiary of Fairchild. Banner Aerospace 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 11 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 Aerospace. 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. PAGE 5 OF 11 Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Original Schedule 13D Filing is hereby amended to add the following: Through open market purchases, for the period of November 30, 1998 through December 8, 1998, the Reporting Persons purchased an additional 359,500 shares of Issuer's Common Stock, at an aggregate purchase price of $7,600,164.25 (132,500 shares by RHI Holdings, at an aggregate purchase price of $2,782,357.75; and 227,000 shares by Banner Aerospace, at an aggregate purchase price of $4,817,806.50). Aggregate purchases, to date (8/17/98 through 12/8/98), by RHI Holdings and Banner Aerospace combined is 720,100 shares of Issuer's Common Stock, at an aggregate purchase price of $13,553,828.60 (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 and Banner Aerospace. 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. Item 5. Interest in Securities of the Issuer. Item 5 of the Original Schedule 13D Filing is hereby amended in its entirety to read as follows: (a) As a result of the transactions described in Item 4 of this Amendment No. 1, the Reporting Persons are the beneficial owners of an aggregate of 720,100 shares of Issuer's Common Stock. PAGE 6 OF 11 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 720,100 Shares owned by Fairchild (which includes shares owned by RHI Holdings and Banner Aerospace) constitute approximately 14.21% of the issued and outstanding shares of Issuer's Common Stock, the 380,800 Shares owned by RHI Holdings constitute approximately 7.50% of the issued and outstanding shares of Issuer's Common Stock, and the 339,300 Shares owned by Banner Aerospace constitute approximately 6.70% of the issued and outstanding shares of Issuer's Common Stock. Fairchild, RHI Holdings and Banner Aerospace first owned in excess of 5% of the issued and outstanding shares of Issuer's Common Stock as of the following respective dates: October 21, 1998 (Fairchild), December 3, 1998 (RHI Holdings), and December 2, 1998 (Banner Aerospace). (b) RHI Holdings has sole voting and dispositive power with respect to 380,800 Shares, and Banner Aerospace has sole voting and dispositive power with respect to 339,300 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 720,100 Shares. (c) Since the date of the Original Schedule 13D Filing, 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 Banner Aerospace Exhibit B: Purchases of Kaynar Technologies Common Stock PAGE 7 OF 11 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. December 11, 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 BANNER AEROSPACE, INC. By: Warren Persavich Senior Vice President and COO PAGE 8 OF 11 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 Kaynar Technologies Common Stock: 0. STEVEN L. GERARD Citizenship: USA. Director of Banner Aerospace. Beneficial Ownership of Kaynar Technologies Common Stock: 0. CHARLES M. HAAR Citizenship: USA. Director of Banner Aerospace. Professor of law at Harvard University. Beneficial Ownership of Kaynar Technologies 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 Kaynar Technologies 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 Kaynar Technologies Common Stock: 0. WARREN D. PERSAVICH Citizenship: USA. Director, Senior Vice President and Chief Operating Officer of Banner Aerospace. Beneficial Ownership of Kaynar Technologies Common Stock: 0. PAGE 9 OF 11 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 Kaynar Technologies 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 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. 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 Kaynar Technologies Common Stock: 0. Eugene W. Juris Citizenship: USA. Vice President and Chief Financial Officer of Banner Aerospace. Beneficial Ownership of Kaynar Technologies Common Stock: 0. Bradley T. Lough Citizenship: USA. Treasurer and Secretary of Banner Aerospace. Beneficial Ownership of Kaynar Technologies Common Stock: 0. PAGE 10 OF 11 EXHIBIT B PURCHASES OF KAYNAR TECHNOLOGIES COMMON STOCK Purchases by RHI Holdings, Inc.: Opening Balance ** (** Previously Reported) Trade dates No. of Shares Price Per Share Total Cost 8/17/98 to 11/19/98 248,300 4,082,890.95 New Purchases Trade date No. of Shares Price Per Share Total Cost 12/03/98 87,500 20.4325 1,787,843.75 12/04/98 5,000 20.5800 102,900.00 12/07/98 10,000 22.3838 223,838.00 12/08/98 30,000 22.2592 667,776.00 - -------- -------- ------ ------------- Total New Purchases: 132,500 Shares 2,782,357.75 Purchases by Banner Aerospace, Inc.: Opening Balance ** (** Previously Reported) Trade dates No. of Shares Price Per Share Total Cost 8/17/98 to 11/19/98 112,300 1,870,773.40 New Purchases Trade date No. of Shares Price Per Share Total Cost 11/30/98 25,000 21.5000 537,500.00 12/01/98 47,000 21.5433 1,012,534.50 12/02/98 155,000 21.0824 3,267,772.00 - -------- -------- ------ ------------- Total New Purchases: 227,000 shares 4,817,806.50 COMBINED TOTALS: No. of Shares Total Cost 720,100 13,553,828.60 PAGE 11 OF 11 -----END PRIVACY-ENHANCED MESSAGE-----