-----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, SXTAzKaYjbx6A2BDPYofU4gqbJtLnjlok31ezDCtHJDYqCHqrEdrmgs/OQ8nA9/f QLJSC4mSUGYVoFvx3Tih1w== 0000009779-97-000011.txt : 19970514 0000009779-97-000011.hdr.sgml : 19970514 ACCESSION NUMBER: 0000009779-97-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19970513 SROS: NYSE SROS: PSE 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06560 FILM NUMBER: 97602302 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 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------- FORM 10-K/A -------------------- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 1996 Commission File Number: 1-6560 ------------- ------ THE FAIRCHILD CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 34-0728587 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Washington Dulles International Airport 300 West Service Road, P.O. Box 10803 Chantilly, Virginia 20153 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (703) 478-5800 ---------------------------------------------------- (Registrant's Telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of exchange on Title of each class which registered - ------------------- ------------------- Class A Common Stock, par value $.10 per share New York and Pacific Stock Exchange - ------------------------------- ----------------------------------- 13 1/8% Subordinated Debentures due 2006 New York Stock Exchange - ------------------------------- ----------------------------------- 12% Intermediate Subordinated Debentures due 2001 New York Stock Exchange - ------------------------------- ----------------------------------- 13% Junior Subordinated Debentures due 2007 New York Stock Exchange - ------------------------------- ----------------------------------- Securities registered pursuant to Section 12(g) of the Act: None ---- Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants= knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10-K [ ]. As of March 27, 1997, the aggregate market value of the common shares (based upon the closing price of these shares on the New York Stock Exchange) of the Registrant held by nonaffiliates was approximately $102.0 million (excluding shares deemed beneficially owned by affiliates of the Registrant under Commission Rules). As of March 27, 1997, the number of shares outstanding of each of the Registrant's classes of common stock were as follows: Class A common stock, $.10 par value 13,949,360 ------------ Class B common stock, $.10 par value 2,632,690 ------------ AMENDMENT - --------- The primary purpose of this Amendment is to provide an Exhibit listing which incorporates by reference the December 31, 1996 Form 10-K recently filed by Shared Technologies Fairchild Inc., who has a fiscal year which differs from the Registrant's. (See new Exhibit 99(c)). The Registrant holds a significant equity investment interest in Shared Technologies Fairchild Inc. Other minor modifications to the Exhibit 10(a)(xii), Exhibit 10(b)(n) and Exhibit 10(b)(n)(i) have been made. The full exhibit index is being provided. PART IV ITEM 14. EXHIBITS - ------------------ (a)(3) Exhibits. 3 (a) Registrant's Restated Certificate of Incorporation (incorporated by reference to Exhibit "C" of Registrant's Proxy Statement dated October 27, 1989). (b) Registrant's Amended and Restated By-Laws (as amended as of September 15, 1995). 4 (a) Specimen of Class A Common Stock certificate (incorporated by reference to Registration Statement No. 33-15359 on Form S-2). (b) Specimen of Class B Common Stock certificate (incorporated by reference from Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1989 (the "1989 10-K")). (c) Form of Indenture between Registrant and J. Henry Schroder Bank & Trust Company, pursuant to which Registrant's 13-1/8% Subordinated Debentures due 2006 (the "Senior Debentures") were issued (the "Debenture Indenture"), and specimen of Senior Debenture (incorporated by reference to Registration Statement No. 33-3521 on Form S-2). (d) First Supplemental Indenture dated as of November 26, 1986, to the Debenture Indenture (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1986 (the "December 1986 10-Q"). (e) Form of Indenture between Registrant and Manufacturers Hanover Trust Company pursuant to which Registrant's 12-1/4% Senior Subordinated Notes due 1996 (the "Senior Notes") were issued (the"Note Indenture"), and specimen of Senior Note (incorporated by reference to Registration Statement No. 33-03521 on Form S-2). (f) First Supplemental Indenture dated as of November 26, 1986, to the Note Indenture (incorporated by reference to the December 1986 10-Q). (g) Indenture between Registrant and Connecticut National Bank (as successor to National Westminster Bank) dated as of October 15, 1986, pursuant to which Registrant's Intermediate Subordinated Debentures due 2001 (the "Intermediate Debentures") were issued, and specimen of Intermediate Debenture (incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1986 (the "September 1986 10-Q")). (h) Indenture between Rexnord Acquisition Corp. ("RAC") and Bank of New York (as successor to Irving Trust Company) dated as of March 2, 1987, pursuant to which RAC's Senior Subordinated Debentures due 1999 (the "Rexnord Senior Debentures") were issued (the "Rexnord Senior Indenture"), and specimen of Rexnord Senior Debenture incorporated by reference from Registrants Annual Report on Form 10-K for fiscal year ended June 30, 1987 (the "1987 10-K"). (i) First Supplemental Indenture between Rexnord Inc. ("Rexnord") (as successor to RAC) and Irving Trust Company dated as of July 1, 1987, to the Rexnord Senior Indenture (incorporated by reference to Registration Statement No. 33-15359 on Form S-2). (j) Second Supplemental Indenture between Rexnord Holdings Inc., now know as RHI Holdings, Inc. ("RHI") (as successor to Rexnord) and Irving Trust Company dated as of August 16, 1988, to the Rexnord Senior Indenture (incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1988 (the "1988 10-K")). (k) Indenture between Registrant and Norwest Bank Minneapolis, N.A. dated as of March 2, 1987, pursuant to which Registrant's Junior Subordinated Debentures due 2007 (the "Junior Debentures") were issued, and specimen of Junior Debenture (incorporated by reference to Final Amendment to Tender Offer Statement on Schedule 14D-1 of Banner Acquisition Corp. ("BAC") dated March 9, 1987). (l) First Supplemental Indenture between Registrant and Norwest Bank, Minnesota Bank, N.A., dated as of February 28, 1991, to Indenture dated as of March 2, 1987, relating to the Junior Debentures (incorporated by reference to the 1991 10-K). (m) Securities Purchase Agreement dated as of October 15, 1986, by and among Registrant and each of the Purchasers of the Intermediate Debentures (incorporated by reference to the September 1986 10-Q). (n) Securities Purchase Agreement dated as of March 2, 1987, by and among Registrant, RAC and each of the Purchasers of the Junior Debentures, the Rexnord Senior Debentures and other securities (incorporated by reference to the 1987 10-K). (o) Registration Rights Agreement dated as of October 15, 1986, by and among Registrant and each of the purchasers of the Intermediate Debentures (incorporated by reference to the September 1986 10-Q). (p) Registration Rights Agreement dated as of March 2, 1987, by and among Registrant, RAC and each of the purchasers of the Junior Debentures, the Rexnord Senior Debentures and other securities (incorporated by reference to Registrant's Report on Form 8-K dated March 17, 1987). (q) Indenture between Rexnord and First Wisconsin Trust Company dated as of June 1, 1983 (the "Rexnord Indenture"), First Supplemental Indenture between Rexnord and First Wisconsin Trust Company dated as of October 1, 1984 to the Rexnord Indenture, pursuant to which Rexnord's Debentures due 1995 (the "Rexnord Debentures") were issued, and specimen of Rexnord Debenture (incorporated by reference to Form 8-A of Rexnord, dated October 3, 1984). (r) Second Supplemental Indenture among Rexnord, RHI and First Wisconsin Trust Company dated as of August 16, 1988, to the Rexnord Indenture (incorporated by reference to the 1988 10-K). (s) Indenture dated as of November 1, 1982, between Fairchild Industries, Inc. ("Fairchild") and Continental Illinois National Bank and Trust Company of Chicago, pursuant to which certain debt securities of Fairchild were issued (incorporated by reference to Registration Statement No. 2-80009 on Form S-3). (t) Indenture dated as of January 1, 1978 between Fairchild and Bankers Trust Company, pursuant to which Fairchild's 9-3/4% Subordinated Debentures due April 1, 1988 were issued (incorporated by reference to Registration Statement No. 2-60451 on Form S-7). (u) Indenture dated as of March 1, 1991, between Registrant and Sovran Bank, N.A., pursuant to which the Registrant's 14% Senior Secured Notes were issued (incorporated by reference to the 1991 10-K). (v) Indenture date as of August 1, 1992, between Fairchild and NationsBank, N.A. pursuant to which Fairchild's 12 1/4% Senior Secured Notes were issued (incorporated by reference to the 1992 10-K). 10 (a) Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1992 10-K). (a)(i) Amendment No. 1, dated as of June 30, 1993, to the Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1993 10-K). (a)(ii) Amendment No. 2, dated as of October 1, 1993, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1994 10-K). (a)(iii) Amendment No. 3, dated as of December 23, 1993, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1994 10-K). (a)(iv) Amendment No. 4, dated as of March 31, 1994, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1994 10-K). (a)(v) Amendment No. 5, dated as of July 29, 1994, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1995 10-K). (a)(vi) Amendment No. 6, dated as of October 15, 1994, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1995 10-K). (a)(vii) Amendment No. 7, dated as of January 18, 1995, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1995 10-K). (a)(viii)Amendment No. 8, dated as of February 15, 1995, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1995 10-K). (a)(ix) Amendment No. 9, dated as of May 25, 1995, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1995 10-K). (a)(x) Amendment No. 10, dated as of June 30, 1995, to Restated and Amended Credit Agreement dated as of July 27, 1992 (incorporated by reference to the 1995 10-K). (a)(xi) Amendment No. 11, dated as of September 6, 1995, to Restated and Amended Credit Agreement dated as of July 27, 1992. (a)(xii) Amendment No. 12, dated as of January 22, 1996, to Restated and Amended Credit Agreement dated as of July 27, 1992. (b) Securities Purchase Agreement dated as of August 15, 1988, by and among Registrant, Rex-PT, Inc. ("Rex-PT"), Rex-PT Holdings Inc. ("Rex-PT Holdings") and certain Purchasers, including (I) as Exhibit 2, Debt Registration Rights Agreement dated as of August 15, 1988, by and among Rex-PT and certain Purchasers, (ii) as Exhibit 3, Common Stock Registration Rights Agreement dated as of August 16, 1988, by and among Rex-PT Holdings and certain Purchasers, and (iii) as Exhibit 4,Stockholders' Agreement dated as of August 16, 1988, by and among Registrant, Rex-PT Holdings, RHI and certain holders of Rex-PT Holdings common stock (incorporated by reference to the August 16, 1988 8-K). (c) Form of Securities Purchase Agreement among Rex-PT Holdings, Rex-PT, Registrant and Rex-PT Investors Inc. ("Rex-PT Investors") (incorporated by reference to Registrant's Current Report on Form 8-K dated September 29, 1988 (the "September 29, 1988 8-K")). (d) Form of Agreement of Merger between Rex-PT Holdings and Rex-PT Investors (incorporated by reference to the September 29, 1988 8-K). (e) Form of Securities Purchase Agreement among Rex-PT Investors, Rex-PT Holdings, Rex-PT, Registrant and certain purchasers (incorporated by reference to the September 29, 1988 8-K). (f) Form of Stockholders' Agreement among Rex-PT Holdings, Registrant, RHI and Rex-PT Investors (incorporated by reference to the September 29, 1988 8-K). (g) Form of Voting Trust Agreement among certain holders of Rex-PT Holdings common stock (incorporated by reference to the September 29, 1988 8-K). (h) Form of Amended and Restated Common Stock Registration Rights Agreement among Rex-PT Holdings and certain purchasers (incorporated by reference to the September 29, 1988 8-K). (i) Form of Common Stock Registration Rights Agreement between Rex-PT Holdings and Rex-PT Investors (incorporated by reference to the September 29, 1988 8-K). (j) Form of Common Stock Registration Rights Agreement between Rex-PT Holdings and RHI (incorporated by reference to the September 29, 1988 8-K). (k) Form of Registration Rights Agreement among Rex-PT Holdings, RHI and Rex-PT Investors (incorporated by reference to the September 29, 1988 8-K). (l) Form of Registration Rights Agreement among Rex-PT Holdings, RHI and certain purchasers (incorporated by reference to the September 29, 1988 8-K). (m) Form of Amended and Restated Stockholders' Agreement among Rex-PT Holdings, Registrant, RHI and certain investors (incorporated by reference to the 1988 10-K). (n) Share Purchase Agreement dated October 4, 1988, by and between RHI, Registrant, ChemRex Inc. and SKY Alloys, Inc., ABM Investments Ltd., SKW Bauchemie GmbH and SKW Trostberg AG (incorporated by reference to Registrant's Current Report on Form 8-K dated November 15, 1988 (the "November 15, 1988 8-K)). (o) Asset Purchase Agreement dated November 15, 1988, by and among RHI, ChemRex Inc. and J.W. Brett, Inc. (incorporated by reference to the November 15, 1988 8-K). (p) Asset Purchase Agreement dated as of December 16, 1988, between RHI and Ilium Industries, Inc. (the "Ilium Agreement"); Amendment to the Ilium Agreement dated as of February 21, 1989; and Second Amendment to the Ilium Agreement dated as of March 15, 1989) (incorporated by reference to Registrant's Current Report on Form 8-K dated March 17, 1989). (q) Agreement and Plan of Merger dated as of May 7, 1989, among Registrant, Specialty Fastener Holdings, Inc. and Fairchild, and Amendment thereto dated May 12, 1989 (incorporated by reference to Registrant's Current Report on Form 8-K dated June 19, 1989). (r) Assets Purchase Agreement dated May 31, 1989, among Matra S.A., AERO Acquisition Corp., Registrant and Fairchild Acquisition Corp. ("FAC") (incorporated by reference to Exhibit (a)(10) to Amendment No. 2 to Tender Offer Statement on Schedule 14D-1 and Schedule 13D of Registrant and FAC, dated May 31, 1989). (s) Share Purchase Agreement dated as of October 31, 1990, among Registrant, Banner Investments, Inc., North West Water Inc. and North West Water Group PLC (the "Envirex Agreement") (incorporated by reference to Form 8-K dated November 30, 1990). (t) Amendments 1 - 6 to the Envirex Agreement (incorporated by reference to 1991 10-K). (u) Stock Purchase Agreement dated as of November 13, 1990, by and between Registrant, Thompson Holding Company, Inc., Thompson Aircraft Tire Corporation, a Delaware corporation, Thompson Aircraft Tire Corporation, a Florida corporation and Bridgestone Corporation (incorporated by reference to Form 8-K dated January 18, 1991). (v) Option Sale Agreement dated December 26, 1990 by and between RHI and Zaria, Inc. (incorporated by reference to 1991 10-K). (w) Stock Purchase Agreement dated as of June 28, 1991 by and between Sovereign Air Limited and S.A. Holdings, Inc. (incorporated by reference to 1991 10-K). (x) Agreement dated as of June 28, 1991 between Banner Investments, Inc. and RHI (incorporated by reference to 1991 10-K). (y) Agreement dated November 8, 1990, by and among Registrant and Columbia Savings and Loan (incorporated by reference to 1991 10-K). (z) Escrow and Amendment to Purchase Agreement as entered on January 24, 1991 among Registrant, Columbia Savings and Loan and Citibank, N.A. (incorporated by reference to 1991 10-K). (a)(a) Stock Purchase Agreement dated as of February 7, 1992 among Registrant, Thompson Aircraft Tire Corporation and Aero Tires & Brakes, Inc. (incorporated by reference to 1993 10-K). (a)(b) Exchange and Standstill Agreement dated June 19, 1992 by and among Registrant, RHI and Rex-PT Holdings, Inc. (incorporated by reference to 1992 10-K). (a)(c) Registration Rights Agreement dated July 9, 1992 between Rexnord Corporation and RHI (incorporated by reference 1993 10-K). (a)(d) Allocation Agreement dated April 13, 1992 by and among The Fairchild Corporation, RHI, Rex-PT Holdings, Rexnord Corporation, Rexnord Puerto Rico, Inc. and Rexnord Canada Limited (incorporated by reference to 1992 10-K). (a)(e) Trademark Purchase Agreement dated April 13, 1992 by and between Rexnord Corporation and RHI (incorporated by reference to 1992 10-K). (a)(f) Deferred Compensation Agreement between Registrant and Samuel J. Krasney dated July 14, 1972, as amended November 17, 1978, September 3, 1985 (the "Krasney Deferred Compensation Agreement") (incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1985). (a)(g) Amendment to the Krasney Deferred Compensation Agreement dated September 6, 1990 (incorporated by reference to 1991 10-K). (a)(h) Incentive Compensation Bonus Arrangement (description incorporated by reference to Registrant's Proxy Statement dated October 26, 1988). (a)(i) Amended and Restated Employment Agreement between Registrant and Samuel J. Krasney dated April 24, 1990 (incorporated by reference to the 1990 10-K). (a)(j) Letter Agreements dated August 4, 1993 among Samuel J. Krasney, The Fairchild Corporation and Jeffrey J. Steiner (incorporated by reference to 1993 10-K). (a)(k) Amendment to the Krasney Option dated October 18, 1985 (incorporated by reference to the 1989 10-K). (a)(l) Second Amendment to the Krasney Option dated April 30, 1986 (incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1986). (a)(m) Amended and Restated 1986 Deferred Performance Incentive Plan of Banner Industries, Inc. (the "Deferred Incentive Plan") (incorporated by reference to the 1988 10-K). (a)(n) 1988 U.K. Stock Option Plan of Banner Industries, Inc. (incorporated by reference to the 1988 10-K). (a)(o) Description of grants of stock options to non-employee directors of Registrant (incorporated by reference to the 1988 10-K). (a)(p) Amended and Restated Employment Agreement between Registrant and Jeffrey J. Steiner dated September 10, 1992 (incorporated by reference to 1993 10-K). (a)(q) Agreement dated as of November 8, 1988 between Samuel J. Krasney and Registrant, and Amendment No. 1 thereto dated as of January 23, 1989, regarding exercise of performance incentive units granted under the Deferred Incentive Plan (incorporated by reference to the 1989 10-K). (a)(r) Agreement dated as of November 8, 1988 between Jeffrey J. Steiner and Registrant, and Amendment No. 1 thereto dated as of January 23, 1989, regarding exercise of performance incentive units granted under the Deferred Incentive Plan (incorporated by reference to the 1989 10-K). (a)(s) Letter Agreement dated October 23, 1991 between Registrant and Eric I. Steiner (incorporated by reference to 1992 10-K). (a)(t) Letter Agreement dated October 23, 1991 between Registrant and John D. Jackson (incorporated by reference to 1992 10-K). (a)(u) Letter Agreement dated October 23, 1991 between Registrant and Michael T. Alcox (incorporated by reference to 1992 10-K). (a)(v) Letter Agreement dated October 23, 1991 between Registrant and Donald E. Miller (incorporated by reference to 1992 10-K). (a)(w) Letter Agreement dated October 23, 1991 between Registrant and John L. Flynn (incorporated by reference to 1992 10-K). (a)(x) Letter Agreement dated April 8, 1993 between Registrant and Thomas Flaherty (incorporated by reference to 1993 10-K). (a)(y) Purchase Agreement by and between BTR Dunlop Holdings, Inc., RHI Holdings, Inc., and Registrant, dated as of December 2, 1993 (incorporated by reference to Registrant's current report on Form 8-K dated December 23, 1993. (a)(z) Letter Agreement dated October 21, 1994, as amended December 21, 1994, between Registrant and Eric I. Steiner (incorporated by reference to the 1995 10-K). (b)(a) Letter Agreement dated October 21, 1994, as amended December 21, 1994, between Registrant and Michael T. Alcox (incorporated by reference to the 1995 10-K). (b)(b) Letter Agreement dated October 21, 1994, as amended December 21, 1994, between Registrant and Donald E. Miller (incorporated by reference to the 1995 10-K). (b)(c) Letter Agreement dated October 21, 1994, as amended December 21, 1994, between Registrant and John L Flynn (incorporated by reference to the 1995 10-K). (b)(d) Letter Agreement dated October 21, 1994, as amended December 21, 1994, between Registrant and Jerry Lirette (incorporated by reference to the 1995 10-K). (b)(e) Letter Agreement dated October 21, 1994, as amended December 21, 1994, between Registrant and Mel D. Borer (incorporated by reference to the 1995 10-K). (b)(f) Letter Agreement dated October 21, 1994, as amended December 21, 1994, between Registrant and Thomas J. Flaherty (incorporated by reference to the 1995 10-K). (b)(g) Agreement and Plan of Merger dated as of November 9, 1995 by and among The Fairchild Corporation, RHI, FII and Shared Technologies, Inc. ("STI Merger Agreement") (incorporated by reference from the Registrant's Form 8-K dated as of November 9, 1995). (b)(g)(i) Amendment No. 1 to STI Merger Agreement dated as of February 2, 1996 (incorporated by reference from the Registrant's Form 8-K dated as of March 13, 1996). (b)(g)(ii) Amendment No. 2 to STI Merger Agreement dated as of February 23, 1996 (incorporated by reference from the Registrant's Form 8-K dated as of March 13, 1996). (b)(g)(iii) Amendment No. 3 to STI Merger Agreement dated as of March 1, 1996 (incorporated by reference from the Registrant's Form 8-K dated as of March 13, 1996). (b)(h) Asset Purchase Agreement dated as of January 23, 1996, between The Fairchild Corporation, RHI and Cincinnati Milacron, Inc. (incorporated by reference from the Registrant's Form 8-K dated as of January 26, 1996). (b)(i) Credit Agreement dated as of March 13, 1996, among Fairchild Holding Corporation ("FHC"), Citicorp USA, Inc. and certain financial institutions. (b)(j) Restated and Amended Credit Agreement dated as of May 27, 1996, (the "RHI Credit Agreement"), among RHI, Citicorp USA, Inc. and certain financial institutions. (b)(j)(i) Amendment No. 1 dated as of July 29, 1996, to the RHI Credit Agreement dated as of May 27, 1996. (b)(k) Restated and Amended Credit Agreement dated as of July 26, 1996, (the "FHC Credit Agreement"), among FHC, Citicorp USA, Inc. and certain financial institutions. (b)(l) 1986 Non-Qualified and Incentive Stock Option Plan (incorporated by reference to Registrant's Proxy Statement dated November 15, 1990). (b)(m) Stock Exchange Agreement between The Fairchild Corporation and Banner Aerospace, Inc. pursuant to which the Registrant exchanged Harco, Inc. for shares of Banner Aerospace, Inc. (incorporated by reference to the Banner Aerospace, Inc. Definitive Proxy Statement dated and filed with the SEC on February 23, 1996 with respect to the Special Meeting of Shareholders of Banner Aerospace, Inc. held on March 12, 1996). *(b)(n) Employment Agreement between RHI Holdings, Inc., and Jacques Moskovic, dated as of December 29, 1994. *(b)(n)(i) Employment Agreement between Fairchild France, Inc., and Jacques Moskovic, dated as of December 29, 1994. 11 Computation of earnings per share (found at Note to Registrant's Consolidated Financial Statements for the fiscal year ended June 30, 1994). 21 List of subsidiaries of Registrant. 23 Consent of Arthur Andersen LLP, independent public accountants. 27 Financial Data Schedules 99(a) Registrant's press release, dated December 23, 1993 (incorporated by reference to Registrants Form 8-K dated December 23, 1993). 99(b) Financial statements, related notes thereto and Auditors' Report of Banner Aerospace, Inc. for the fiscal year ended March 31, 1996 (incorporated by reference to the Banner Aerospace, Inc. Form 10-K for fiscal year ended March 31, 1996). 99(c) Financial statements, related notes thereto and Auditors' Report of Shared Technologies Fairchild Inc. for the fiscal year ended December 31, 1996 (incorporated by reference to the Shared Technologies Fairchild Inc. Form 10-K for fiscal year ended December 31, 1996). *Filed herewith. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE FAIRCHILD CORPORATION By: Colin M. Cohen Senior Vice President and Chief Financial Officer Date: May 13, 1997 EX-10 2 EMPLOYMENT AGREEMENT WITH JACQUES S. MOSKOVIC Parties: RHI HOLDINGS, INC. ("RHI") and JACQUES S. MOSKOVIC. All references to "you" shall mean Jacques S. Moskovic. Position: Your position will be President of Fairchild's Advanced Technologies Division, reporting directly to the Chief Operating Officer of The Fairchild Corporation ("Fairchild"). Compensation: Your base salary ("base salary") will be at a rate not less than $100,000 per year, payable bi-weekly in accordance with Fairchild's usual payroll policies. Commencing as of July 1, 1994, but prorated from September 1, 1994 through June 30, 1995, you will be eligible to participate in Fairchild's Executive Incentive Compensation Plan, and to receive additional compensation ("incentive bonus") at a factor of 50% of your base salary, as the same shall be established from time to time; provided, however, any incentive bonus to which you may from time to time be or become entitled, shall be computed as if your base salary were the greater of $190,000, or $190,000 plus an amount equal to any increase in your actual base salary on a dollar for dollar basis. Your base salary will be reviewed annually by the Fairchild Compensation and Stock Option Committee (the "Compensation Committee"), and adjustments, if any, to your base salary will be at the discretion of the Board of Directors. Stock Options: A recommendation shall be made to the Compensation Committee and to Fairchild's board of Directors for an initial award to you of an option to acquire up to 25,000 shares of Class A Common Stock of Fairchild, in accordance with the 1986 Non-Qualified and Incentive Stock Option Plan of Fairchild, as amended. This plan, provides, inter alia, for vesting of 25% of the shares subject to the option, on the first anniversary of the award, and for vesting of an additional 25% of the original number of shares subject to the option, on each anniversary thereafter. Automotive Allowance: You will be eligible to participate in the Fairchild Executive Automobile Ownership Plan at a reimbursement rate ($650 per month) equal to that of other senior officers of Fairchild, other than the CEO. Other Benefits: You will be eligible to participate in all Fairchild employee benefit plans but only to the extent that you do not receive comparable benefits under your employment arrangement with Fairchild France. Fairchild employee benefits include Fairchild's Group Health Insurance Plan, Fairchild's Pension Plan, Fairchild's Long Term Disability Plan, and Fairchild's Savings Plan (401(k)), and to receive Fairchild paid group life insurance (up to three times base salary). Physical Examination: You will be entitled to go the Greenbriar Clinic for an annual physical examination at Fairchild expense. Vacation: You will be entitled to four weeks vacation per year, in accordance with the Fairchild vacation policy. Change of Control: As a senior office of Fairchild, you will be covered by a "Change in Control" provision including the same "triggers", and at the same level as other senior officers of Fairchild, other than the CEO. Any benefits available to you under such provision shall be computed as if your base salary were the greater of $190,000, or $190,000 plus an amount equal to any increase in your actual base salary on a dollar for dollar basis. Term: The initial term of your employment shall commence as of September 1, 1994. Termination: If your employment shall be terminated for any reason other than Cause (as defined below), you shall be entitled to receive as severance the standard and customary severance package paid by Fairchild to senior officers employed for a similar time period as you were employed by Fairchild. Duties: As President of Fairchild's Advanced Technologies Division, you shall perform such reasonable duties with respect to Fairchild Convac GmbH, the activities of Fairchild France in countries other than France, Compagnie pour le Developpment Industrial ("CDI"), Fairchild's Advanced Technologies Division and any current or future business ventures of Fairchild in the semiconductor equipment industry or any other high technology enterprise as you shall be directed to perform, by the Chief Operating Officer and the Board of Directors. You acknowledge that your office will require your full- time efforts and attention, and that you shall not, during the term of your employment, engage in any other business activity, whether or not such other business activity is for your own behalf or for any other person, firm, corporation or other entity (together, a "Person") and whether or not such other Person is in competition with Fairchild. Notwithstanding the foregoing, you shall be allowed to manage and oversee passive investments in noncompeting businesses, provided that such management and oversight does not interfere with the performance of your duties for Fairchild. Confidentiality: You shall enter into a Confidentiality Agreement and an Agreement to Assign to Fairchild inventions and designs, whether patentable or not, conceived or improved by you during your employment by Fairchild or any affiliate. Non Competition: You agree that for a period of 2 years after the expiration or termination of your employment by RHI, you shall not, except with the prior written consent of Fairchild, engage in, be employed by or in any way advise or act for, or have any financial interest in any business that is a competitor of Fairchild's Advanced Technologies Division or any of the companies within such division, all as may be determined by the Board of Directors of Fairchild. Notwithstanding the foregoing, if you purchase from Fairchild all of Fairchild's interest in CDI under the terms of the Stock Repurchase Agreement dated the date hereof, between Fairchild, you and certain others, you may be employed by CDI so long as CDI does not compete with any of the companies within the Fairchild Advanced Technologies Division. Moreover, the ownership of 5% or less of the outstanding voting or other securities of any corporation whose shares are listed on a recognized stock exchange or traded in an over the counter market, even though such corporation may be a competitor of Fairchild Advanced Technologies Division or any of the companies within such division, shall not be deemed as constituting a financial interest in such competitor. Moreover, you agree that for a period of 2 years after the expiration of the termination of your employment by RHI, you shall not take any action or assist any successor employer or any other entity in recruiting any employee who had worked for any company in the Fairchild Advanced Technologies Division (a "Co-Worker") nor shall you in any way solicit, or cause to be solicited any Co-Worker to leave the employment of Fairchild or its Advanced Technologies Division. This includes (a) identifying to your successor employer or such entity any Co-Worker who has special knowledge concerning Fairchild's inventions, processes, methods, suppliers, customers or confidential affairs or (b) commenting to your successor employer or its agents or such other entity that the quantity of work, quality of work, special knowledge or personal characteristics of any Co-Worker. You also agree that you will not provide such information to any prospective employer during an interview preceding possible employment. You understand that establishing the precise amount of damages for breach of this provision might be difficult. For that reason, you agree that if you should be found to have breached this provision, for each Co-Worker about whom you have provided information in violation of this provision, liquidated damages for such violation shall be in the amount of the annual salary of that Co-Worker at Fairchild. You understand that the covenants contained in this paragraph shall be deemed to be a series of separate covenants, one for each line of business for Fairchild Advanced Technologies Division. You agree that the character, duration and geographical scope of this covenant not to compete is reasonable in light of the circumstances as they exist as of the date of this Agreement. However, should a determination nonetheless be made by a court of competent jurisdiction that the character, duration or geographical scope of this covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is your intention and agreement that this covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions on your conduct that are reasonable in light of the circumstances as they then exist and necessary to insure Fairchild the intended benefits of this covenant not to compete. If, in any judicial proceeding, a court refuses to enforce all of the separate covenants deemed included herein because, taken together they are more extensive then necessary to insure Fairchild of the intended benefit of this covenant not to compete, you understand and agree that those of such covenants which, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding be deemed eliminated from this section. Cause: Your employment may be terminated at any time for Cause, which shall include (i) conduct, at any time, which has involved criminal dishonesty, conviction of any felony, or conviction of any lesser crime or offense involving the property of Fairchild, or any of its affiliates, significant conflict of interest, serious impropriety, or breach of corporate duty, misappropriation of any money or other assets or properties of Fairchild, or that of its subsidiaries or affiliates, (ii) willful violation of specific and lawful directions form the Fairchild's Chief Operating Officer or its Board of Directors, failure or refusal to perform services customarily performed by a person in your office, or as otherwise as specifically required by agreement, or willful misconduct or gross negligence in connection with the performance of your duties, (iii) chronic alcoholism or drug addiction, and (iv) any other acts or conduct inconsistent with the standards of loyalty, integrity or care reasonably required by Fairchild of its senior management. Location: You understand that your obligations under this employment arrangement will require you to spend considerable time in Germany and the United States. You agree to spend such time in Germany and the United States as is necessary to fully and timely satisfy your duties and obligations as President of Fairchild's Advanced Technologies Division or as may be requested by the Chief Operating Officer of Fairchild or the Board of Directors of Fairchild or RHI. Conflicting Arrangements: You represent and warrant to Fairchild that there is no agreement to which you are a party or under which you are bound which would prohibit your employment by Fairchild, or which would in any other manner interfere with the performance by you of your duties for Fairchild, its affiliates and subsidiaries. Governing Law: Our understandings shall be governed by the laws of the Commonwealth of Virginia, exclusive of its choice of law provisions. Binding Effect: This Agreement supersedes all prior negotiations and represents the entire Agreement of the parties, and our signatures hereon will bind us hereto. This Agreement binds and inures to the benefit of Fairchild, its successors and assigns. Accepted: Accepted: RHI HOLDINGS, INC. Jacques S. Moskovic Donald E. Miller Vice President Dated: December 29, 1994 Dated: December 29, 1994 EX-10 3 EMPLOYMENT AGREEMENT WITH JACQUES S. MOSKOVIC Parties: FAIRCHILD FRANCE, INC. ("Fairchild France") and JACQUES S. MOSKOVIC. All references to "you" shall mean Jacques S. Moskovic. Position: Your position will be Commercial Manager, reporting directly to the Chief Operating Officer of The Fairchild Corporation ("Fairchild"). Compensation: Your base salary ("base salary") will be at a rate not less than $90,000 per year, payable bi-weekly in accordance with Fairchild's usual payroll policies. Your base salary will be reviewed annually by Fairchild France, and adjustments, if any, to your base salary will be at the discretion of the Board of Directors of Fairchild France. Other Benefits: You will be eligible to participate in all Fairchild France employee benefit plans. You shall pay the portion of French social costs and taxes required to be paid by the employee. Fairchild France shall pay the portion required to be paid by the employee. Term: The initial term of your employment shall commence as of January 15, 1995. Termination: If your employment shall be terminated, for any reason other than Cause (as defined below), you shall be entitled to receive as severance the standard and customary severance package paid by Fairchild France to senior officers employed for a similar time period as you were employed by Fairchild France. Duties: As Commercial Manager of Fairchild France, you shall perform such reasonable duties with respect to Fairchild France as you shall be directed to perform by the Chief Operating Officer of Fairchild, the Board of Directors of Fairchild France and the Board of Directors of Fairchild. Your duties will include, without limitation, making business decisions within the limits of the corporate purpose of Fairchild France, representing Fairchild France before any applicable governmental office and hiring and discharging the necessary personnel. Confidentiality: You shall enter into a Confidentiality Agreement and an Agreement to Assign to Fairchild inventions and designs, whether patentable or not, conceived or improved by you during the Initial Term or during any extension thereof. Cause: Your employment may be terminated at any time for Cause, which shall include (i) conduct, at any time, which has involved criminal dishonesty, conviction of any felony, or conviction of any lesser crime or offense involving the property of Fairchild, or any of its affiliates, significant conflict of interest, serious impropriety, or breach of corporate duty, misappropriation of any money or other assets or properties of Fairchild, or that of its subsidiaries or affiliates, (ii) willful violation of specific and lawful directions form the Fairchild's CEO or its Board of Directors, failure or refusal to perform services customarily performed by a person in your office, or as otherwise as specifically required by agreement, or willful misconduct or gross negligence in connection with the performance of your duties, (iii) chronic alcoholism or drug addiction, and (iv) any other acts or conduct inconsistent with the standards of loyalty, integrity or care reasonably required by Fairchild of its senior management. Location: You understand that your obligations under this employment arrangement will require you to live in or spend considerable time in France. Conflicting Arrangements: You represent and warrant to Fairchild that there is no agreement to which you are a party or under which you are bound which would prohibit your employment by Fairchild, or which would in any other manner interfere with the performance by you of your duties for Fairchild, its affiliates and subsidiaries. Governing Law: Our understandings shall be governed by the laws of France, exclusive of its choice of law provisions. Binding Effect: This Agreement supersedes all prior negotiations and represents the entire Agreement of the parties, and our signatures hereon will bind us hereto. This Agreement binds and inures to the benefit of Fairchild, its successors and assigns. Accepted: Accepted: FAIRCHILD FRANCE, INC. Jacques S. Moskovic John L. Flynn Vice President Dated: December 29, 1994 Dated: December 29, 1994 -----END PRIVACY-ENHANCED MESSAGE-----