-----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, G8Rs0uqCIS5BQ4STppY5yyB/H6FdcvyYx5L1oMq4IISuTT5lokVkiPKYSylQHzAM ogQIM5Wk6lSJKJ01bpu4MA== 0000009779-97-000008.txt : 19970228 0000009779-97-000008.hdr.sgml : 19970228 ACCESSION NUMBER: 0000009779-97-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970226 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970227 SROS: NYSE FILER: 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06560 FILM NUMBER: 97545791 BUSINESS ADDRESS: STREET 1: 300 W SERVICE RD STREET 2: PO BOX 10803 CITY: CHANTILLY STATE: VA ZIP: 22021 BUSINESS PHONE: 7034785800 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 26, 1997 THE FAIRCHILD CORPORATION --------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-6560 ------------------------ ----------------------- (State of Incorporation) (Commission File Number) 34-0728587 ------------------------------------ (I.R.S. Employer Identification No.) Washington Dulles International Airport 300 West Service Road, P.O. Box 10803 Chantilly, Virginia 20153 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 703-478-5800 ITEM 5. OTHER EVENTS On February 27, 1997, The Fairchild Corporation (the "Corporation") announced: (1) that as of February 26, 1997 the Corporation (as purchaser) and Mines de Kali Sainte-Therese S.A. ("KST") (as seller) completed a transaction pursuant to which the Corporation acquired from KST common shares and convertible debt representing, on a fully diluted basis, 84.2% of Simmonds S.A., and (ii) that the Corporation initiated a tender for the remaining shares and convertible debt of Simmonds S.A. held by the public. Assuming the successful conclusion of the tender, the total cash consideration for the acquisition of Simmonds S.A. will be approximately $25 million, along with the assumption of approximately $33 million in debt. Additional information is indicated in the Corporation's press release issued on February 27, 1997, which is included herein as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release of The Fairchild Corporation, dated February 27, 1997, announcing completion of acquisition of Simmonds, S.A. Shares SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 27, 1997 THE FAIRCHILD CORPORATION By: /s/ JOHN L. FLYNN ____________________ John L. Flynn Senior Vice President Exhibit 99.1 Press Release dated February 27, 1997 The Fairchild Corporation Completes Acquisition of Simmonds S.A. Shares; Fairchild Fastener Unit Poised for Market Growth CHANTILLY, VA, February 27, 1997 -- Taking a major step toward expanding its leading market position in the aerospace fastener industry, The Fairchild Corporation (NYSE: FA) announced today that its Fairchild Fasteners division has completed the acquisition of common shares and convertible notes representing, on a fully diluted basis, 84.2% of Simmonds S.A. from Mines de Kali Sainte-Therese S.A. Fairchild also announced its intent to tender immediately for the remaining shares and convertible debt of Simmonds S.A. held by the public. Assuming the successful conclusion of the tender, the total cash consideration will be approximately $25 million, along with the assumption of approximately $33 million in debt. Simmonds S.A. is a leading European manufacturer and distributor of aerospace and industrial, including automotive, fastening systems, with three facilities located in France and one in Portugal. For the year ended September 30, 1996, Simmonds' consolidated revenues were approximately $60 million, of which 57% were aerospace products and 43% were industrial fasteners. The company derives over 75% of its revenues from customers located in France. "Through this acquisition, we have improved our competitive market position by increasing manufacturing capacity to take better advantage of the surging demand for fastener products on both sides of the Atlantic" said Dr. Eric Steiner, President of Fairchild Fasteners and Chief Operating Officer of The Fairchild Corporation. "With essentially no overlap in products manufactured or geographic markets served, this acquisition will benefit both companies' customers by expanding the range and breadth of the products available from a single supplier whose primary focus is on quality and customer service, Dr. Steiner added, "In addition, the joining of Simmonds" strong business base in France with our existing industrial business will result in exciting new synergies as well as the achieving of critical mass in the engineered and specialty segment of the industrial fasteners industry," Dr. Steiner concluded.' "This acquisition, along with recent acquisitions by our Banner Aerospace, Inc. subsidiary (NYSE: BAR), highlights our focus on both internal and external growth of our aerospace business," noted Jeffrey J. Steiner, Chairman and Chief Executive Officer of The Fairchild Corporation. "It will also expand our market reach by offering customers a global manufacturing presence to meet their regional needs." The Fairchild Corporation is a leading worldwide aerospace fastener manufacturer, parts distributor and semiconductor process equipment company. It also has a significant equity interest in the telecommunications services and systems business. -----END PRIVACY-ENHANCED MESSAGE-----