-----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, VATy4AfJGC7igcSAJ6MOY6DbDvA8eiatK/NQyCa08+6Nm4D917V9dEkTJenWoHSZ dgkMa8zoglYsYnxxhos3BA== 0000009779-98-000048.txt : 19981211 0000009779-98-000048.hdr.sgml : 19981211 ACCESSION NUMBER: 0000009779-98-000048 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANNER AEROSPACE INC CENTRAL INDEX KEY: 0000863445 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 952039311 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41128 FILM NUMBER: 98767369 BUSINESS ADDRESS: STREET 1: 300 W SERVICE RD STREET 2: P O BOX 20260 CITY: WASHINGTON STATE: DC ZIP: 20041 BUSINESS PHONE: 7034785790 MAIL ADDRESS: STREET 1: 300 WEST SERVICE RD STREET 2: PO BOX 20260 CITY: WASHINGTON STATE: DC ZIP: 20260 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/A Under the Securities Exchange Act of 1934 Amendment No. 7 BANNER AEROSPACE, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 0665210 (CUSIP Number) Donald E. Miller Executive 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 3, 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 13 CUSIP No. 0665210 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 Fairchild Holding Corp. -- IRS EIN 54-1794337 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: 21,253,083 shares * RHI Holdings, Inc.: 21,238,376 shares ** Fairchild Holding Corp.: 20,834,322 shares (*Includes shares owned by RHI Holdings, Inc., Fairchild Holding Corp. and Banner Aerospace Holding Company II, Inc.) (**Includes shares owned by Fairchild Holding Corp.) 8. SHARED VOTING POWER: 0 PAGE 2 OF 13 9. SOLE DISPOSITIVE POWER: The Fairchild Corporation: 21,253,083 shares * RHI Holdings, Inc.: 21,238,376 shares ** Fairchild Holding Corp.: 20,834,322 shares (*Includes shares owned by RHI Holdings, Inc., Fairchild Holding Corp. and Banner Aerospace Holding Company II, Inc.) (**Includes shares owned by Fairchild Holding Corp.) 10. SHARED DISPOSITIVE POWER: 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Fairchild Corporation: 21,253,083 shares *. RHI Holdings, Inc.: 21,238,376 shares **. Fairchild Holding Corp.: 20,834,322 shares (*Includes shares owned by RHI Holdings, Inc., Fairchild Holding Corp. and Banner Aerospace Holding Company II, Inc.) (**Includes shares owned by Fairchild Holding Corp.) 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: 85.37% * RHI Holdings, Inc.: 85.32% ** Fairchild Holding Corp.: 84.07% (*Includes shares owned by RHI Holdings, Inc., Fairchild Holding Corp. and Banner Aerospace Holding Company II, Inc.) (**Includes shares owned by Fairchild Holding Corp.) 14. TYPE OF REPORTING PERSON: CO PAGE 3 OF 13 Item 1. Security and Issuer. This Amendment No. 7 ("Amendment No. 7")amends the statement of Schedule 13D, filed with the Securities and Exchange Commission on February 14, 1996, as amended (the "Original 13D Filing"), with respect to the common stock, par value $1.00 per share (the "Common Stock") of Banner Aerospace, Inc., a Delaware corporation ("Issuer"). The principal executive offices of Issuer are located at 45025 Aviation Drive, Suite 300, Dulles, VA 20166-7556. Telephone: 703-478-5790. The purpose of this Amendment No. 7 is to indicate that The Fairchild Corporation's investment intent with respect to the Common Stock has changed and that The Fairchild Corporation intends to acquire all outstanding shares of Common Stock, as more fully described in Item 4. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Original 13D Filing. Other than as set forth herein, there has been no material change in the information set forth in the Original 13D Filing. Item 2. Identity and Background. This statement is filed by The Fairchild Corporation ("TFC"), RHI Holdings, Inc. ("RHI"), and Fairchild Holding Corp. ("FHC"). TFC, RHI and FHC are collectively referred to herein as the "Reporting Persons." The address for the Reporting Persons is 45025 Aviation Drive, Suite 400, Dulles, VA 20166-7516. TFC is a leading worldwide supplier of aerospace fasteners. RHI is a wholly-owned subsidiary of TFC, and FHC is a wholly-owned subsidiary of RHI. PAGE 4 OF 13 Exhibit A, attached 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 TFC. 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. 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. Item 3 of the Original Schedule 13D Filing is hereby amended to add the following: The source and amount of funds for the transaction described in Item 4 of Amendment 7 is as set forth in Item 4 of Amendment 7. Item 4. Purpose of Transaction. Item 4 of the Original 13D Filing is hereby amended to add the following: On December 3, 1998, TFC issued a press release pursuant to which it announced that it has made a proposal to the Issuer to acquire the remaining 15% of the outstanding common and preferred stock of the Issuer not already owned by TFC and its subsidiaries, through merger of the Issuer with a newly-formed subsidiary of TFC. PAGE 5 OF 13 Under the terms of the proposed merger, each shareholder of the Issuer (other than TFC and its subsidiaries) would receive approximately $9.75 per share in the form of TFC Class A Common Stock, and the Issuer would become a wholly-owned subsidiary of TFC. The purchase price could be subject to adjustment prior to closing, depending upon the trading price of TFC common stock and/or the trading price of marketable securities held by the Issuer, which comprise approximately 50% of the assets of the Issuer. The proposed merger transaction is subject to certain conditions, including approval by the Board of Directors of the Issuer, which is expected to refer the proposal to a special committee of the Board for review and recommendation; consent of lenders of both companies; the execution of a definitive merger agreement; and the approval of the merger by the Issuer's shareholders. 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) Stock Ownership of the Reporting Persons. The information required by this paragraph is set forth in tabular form in Numbered Paragraphs 7 through 11 on Pages 2 and 3 of this Amendment No. 7. As a result of his stock ownership position in TFC and his position as Chairman and Chief Executive Officer of TFC, Jeffrey Steiner may be deemed to be the beneficial owner of Issuer's Common Stock beneficially owned by the Reporting Persons. Mr. Steiner disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. (b) Voting and Dispositive Power The information required by this paragraph is set forth in tabular form in Numbered Paragraphs 7 through 11 on Pages 2 and 3 of this Amendment No. 7. PAGE 6 OF 13 (c) Recent Purchases Since the date of the last amendment to the Original Schedule 13D Filing (filed on June 17, 1998), the Reporting Persons acquired an aggregate of 123,364 Issuer's Preferred Stock (convertible on a 1 to 1 basis into Common Stock), declared by the Issuer as Paid-In-Kind dividends (stock dividend paid on October 31, 1998). In addition, the Reporting Persons made certain distributions of Common Stock from one Reporting Person to the other, changing the allocation of Shares owned by each Reporting Person, but not changing the aggregate number of shares owned by the Reporting Persons as a group. (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit A: Officers and Directors of The Fairchild Corporation PAGE 7 OF 13 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 10, 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 FAIRCHILD HOLDING CORP By: Donald E. Miller Vice President and Secretary PAGE 8 OF 13 EXHIBIT A 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. MELVILLE R. BARLOW Citizenship: USA. Director of The Fairchild Corporation. MORTIMER M. CAPLIN Citizenship: USA. Director of The Fairchild Corporation. Attorney, Caplin & Drysdale. 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. PHILIP DAVID Citizenship: USA. Resident of the UK. Director of The Fairchild Corporation. 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. HAROLD J. HARRIS Citizenship: USA. Director of The Fairchild Corporation. President of Wm. H. Harris, Inc. (retailer). PAGE 9 OF 13 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. 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). HERBERT S. RICHEY Citizenship: USA. Director of The Fairchild Corporation. 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. 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. DR. ERIC I. STEINER Citizenship: USA. Director and Senior Vice President of RHI Holdings. Director, President and Chief Operating Officer of The Fairchild Corporation. 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. PAGE 10 OF 13 ROBERT D. BUSEY Citizenship: USA. Vice President of The Fairchild Corporation. JOHN L. FLYNN Citizenship: USA. Senior Vice President (Tax)of The Fairchild Corporation. NATALIA HERCOT Citizenship: USA. Resident of France. Vice President (Business Development) of The Fairchild Corporation. HAROLD R. JOHNSON Citizenship: USA. Senior Vice President (Business Development) of The Fairchild Corporation. ROBERT H. KELLEY Citizenship: USA. Vice President (Employee Benefits) of The Fairchild Corporation. JEFFREY P. KENYON Citizenship: USA. Vice President of The Fairchild Corporation. DONALD E. MILLER Citizenship: USA. Executive Vice President, General Counsel and Corporate Secretary of The Fairchild Corporation. KAREN L. SCHNECKENBURGER Citizenship: USA. Vice President and Treasurer of The Fairchild Corporation. DAVID WYNNE-MORGAN Citizenship: USA. Senior Vice President (Corporate Communications) of The Fairchild Corporation. Chairman of WMC Communications, Ltd. (communications consultants). PAGE 11 OF 13 BENEFICIAL OWNERSHIP OF BANNER COMMON STOCK (Information Based on TFC Proxy Statement Dated October 9, 1998) Name Number of Shares Percent of Class Of Banner Common Stock M. Alcox 16,000 Less than 1% M. Barlow 0 M. Caplin 50,000 Less than 1% C. Cohen 0 P. David 0 R. Edwards 0 J. Flynn 0 H. Harris 1,500 Less than 1% D. Lebard 0 D. Miller 2,500 Less than 1% J. Moskovic 0 M. Sanbar 0 R. Sharpe 0 E. Steiner 0 J. Steiner 398,900 (not including shares beneficially owned by TFC) 1.84% PAGE 12 OF 13 All directors and executive officers as a group 484,900 (not including shares beneficially owned by TFC) 2.23% PAGE 13 OF 13 -----END PRIVACY-ENHANCED MESSAGE-----