-----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, AR+zd1ZJjLkvXfkUhsxbh0j+d4gFK7WOhh8UDIgy/rc48ncNWc7v9elX9dvG3/1N 4SZnqXIZMolqNEay0aqhnA== 0000009779-98-000012.txt : 19980326 0000009779-98-000012.hdr.sgml : 19980326 ACCESSION NUMBER: 0000009779-98-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980310 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980325 SROS: NYSE SROS: PCX 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06560 FILM NUMBER: 98572604 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 UNITED STATES 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):March 25, 1998 (March 10, 1998) ------------------------------ 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 Identification No.) Incorporation or organization) 45025 Aviation Drive, Suite 400 Dulles, VA 20166 - --------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (703) 478-5800 -------------- Washington Dulles International Airport 300 West Service Road, PO Box 10803 Chantilly, VA - ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. DISPOSITION OF ASSETS On November 20, 1997, Shared Technologies Fairchild Inc. ("STFI"), a corporation of which the Company owned approximately 42% of the outstanding common stock, executed a Merger Agreement with Intermedia Communications Inc. ("Intermedia"), pursuant to which holders of STFI common stock would receive $15.00 per share in cash (the "STFI Merger"). On March 10, 1998, the STFI Merger was consummated. In the quarter ended December 28, 1997 the Company was paid approximately $85,000 in cash (before tax and selling expenses) in exchange for preferred stock of STFI owned by the Company. The Company received an additional $93,000 in cash (before tax and selling expenses) in the third quarter of Fiscal 1998, in exchange for the 6,225,000 shares of common stock of STFI owned by the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma consolidated statement of earnings for the year ended June 30, 1997 and for the six months ended December 28, 1997 have been prepared to give effect to the STFI Merger as if the STFI Merger occurred on July 1, 1996 and July 1, 1997, respectively. The unaudited pro forma consolidated balance sheet as of December 28, 1997 has been prepared to give effect to the STFI Merger as if it had occurred on such date. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have been obtained had the STFI Merger been completed as of the dates presented or for any future period. The unaudited pro forma consolidated financial statements should be read in conjunction with the Company's Consolidated Financial Statements and notes thereto included in the Company's Form 10-K/A dated June 30, 1997 and Form 10-Q dated December 28, 1997. THE FAIRCHILD CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE YEAR ENDED JUNE 30, 1997 (In thousands, except per share data)
Historical STFI Pro Forma (as Restated) Merger (1) Company ------------- ---------- ---------- Sales $ 680,763 $ - $ 680,763 Costs and expenses: Cost of sales 499,419 - 499,419 Selling, general & administrative 142,931 - 142,931 Research and development 100 - 100 Amortization of goodwill 4,814 - 4,814 ----------- ----------- --------- 647,264 - 647,264 Operating income 33,499 - 33,499 Net interest expense (47,681) 9,595 (38,086) Investment income, net 6,651 - 6,651 Equity in earnings of affiliates 4,598 - 4,598 Minority interest (3,514) - (3,514) Nonrecurring income 2,528 - 2,528 ---------- ----------- --------- Earnings before taxes (3,919) 9,595 5,676 Income tax provision (benefit) (5,735) 3,358 (2,377) ---------- ----------- --------- Earnings from continuing operations $ 1,816 $ 6,237 $ 8,053 ========== ============ ======== Earnings per share from continuing operations: Basic $ 0.11 $ 0.49 Diluted 0.10 0.46 Weighted average shares outstanding: Basic 16,539 16,539 Diluted 17,321 17,321 /TABLE THE FAIRCHILD CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED DECEMBER 28, 1997 (In thousands, except per share data)
Historical STFI Pro Forma (as Restated) Merger (1) Company ------------- ---------- ---------- Sales $ 402,978 $ - $ 402,978 Costs and expenses: Cost of sales 299,827 - 299,827 Selling, general & administrative 74,267 - 74,267 Research and development 97 - 97 Amortization of goodwill 2,606 - 2,606 ------------ ------------ ------------ 376,797 - 376,797 Operating income 26,181 - 26,181 Net interest expense (27,744) 4,521 (23,223) Investment income, net (5,180) - (5,180) Equity in earnings of affiliates 2,121 - 2,121 Minority interest (1,875) - (1,875) ------------ ------------ ------------ Earnings before taxes (6,497) 4,521 (1,976) Income tax provision (benefit) (3,121) 1,582 (1,539) ------------ ------------ ------------- Earnings (loss) from continuing operations $ (3,376) $ 2,939 $ (437) ============ ============ ============= Earnings (loss) per share from continuing operations: Basic $ (0.20) $ (0.03) Diluted (0.20) (0.03) Weighted average shares outstanding: Basic 16,864 16,864 Diluted 16,864 16,864
THE FAIRCHILD CORPORATION UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF DECEMBER 28, 1997 (In thousands)
Historical STFI Pro Forma (as Restated) Merger Company ------------- ----------- ------------ Cash (2) $ 38,907 $ 67,545 $ 106,452 Short-term investments 8,487 - 8,487 Accounts receivable, less allowance 160,995 - 160,995 Inventory 361,966 - 361,966 Prepaid and other current assets 81,037 - 81,037 ------------- ------------- --------- Total current assets 651,392 67,545 718,937 Net fixed assets 126,198 - 126,198 Net assets held for sale 26,447 - 26,447 Net assets of discontinued operations 12,069 - 12,069 Investment in affiliates 21,829 - 21,829 Goodwill 160,150 - 160,150 Deferred loan costs 11,742 - 11,742 Prepaid pension assets 59,282 - 59,282 Other assets 53,627 - 53,627 ------------ ----------- ---------- Total assets $ 1,122,736 $ 67,545 $1,190,281 =========== =========== ========== Bank notes payable & current maturities of debt $ 92,348 $ - $ 92,348 Accounts payable 70,739 - 70,739 Other accrued expenses 92,979 - 92,979 ----------- ----------- ----------- Total current liabilities 256,066 - 256,066 Long-term debt, less current maturities 371,610 - 371,610 Other long-term liabilities 29,050 - 29,050 Retiree health care liabilities 42,366 - 42,366 Noncurrent income taxes 47,388 - 47,388 Minority interest in subsidiaries 70,327 - 70,327 ------------ ---------- ---------- Total liabilities 816,807 - 816,807 Total stockholders' equity (3) 305,929 67,545 373,474 ------------ ----------- ---------- Total liabilities & stockholders' equity $ 1,122,736 $ 67,545 $ 1,190,281 =========== =========== ===========
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (In thousands) (1) Represents the net decrease of interest expense by $9,595, and $4,521 for the fiscal year ended June 30, 1997 and the six months ended December 28, 1997, respectively, reflecting the proceeds received from the STFI Merger used to reduce the Company's debt and additional interest income from invested proceeds. (2) The increase in cash of $67,545 reflects the remaining net proceeds received in the third quarter of Fiscal 1998, from the completion of the STFI Merger. (3) Represents the increase in stockholders' equity related to the remaining gain from the STFI Merger as follows:
Gross Proceeds to be received from the STFI common stock $ 93,375 Less: Cash Expenses (5,334) -------- Net proceeds 88,041 Book Basis of STFI investment -- -------- Gain from disposal before taxes 88,041 Income tax provision 20,496 -------- Net gain from disposal $ 67,545 ========
In the quarter ended December 28, 1997, the Company recorded a $29,974 gain, net of tax, on disposal of discontinued operations, from the proceeds received for the preferred stock of STFI. The results of STFI have been accounted for as discontinued operations. Earnings from discontinued operations included the Company's equity in earnings of $3,149 and $622 from the STFI investments during the year ended June 30, 1997 and the six months ended December 28, 1997, respectively. These amounts have not been adjusted for in the pro forma consolidated financial statements since "earnings from discontinued operations" appear below "earnings from continuing operations". EXHIBITS 2.1 Stock Option Agreement dated November 20, 1997 between RHI Holdings, Inc. and Intermedia Communications Inc. (Incorporated by reference to Schedule 13D/A (Amendment No. 4) dated as of November 25, 1997 filed by the Company on December 1, 1997). 2.2 Stock Purchase Agreement dated November 25, 1997 between RHI Holdings, Inc. and Intermedia Communications Inc. (Incorporated by reference to Schedule 13D/A (Amendment No. 4) dated as of November 25, 1997 filed by the Company on December 1, 1997). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to the signed on its behalf by the undersigned hereunto duly authorized. For THE FAIRCHILD CORPORATION (Registrant) and as its Chief Financial Officer: By: Colin M. Cohen Senior Vice President and Chief Financial Officer Date: March 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----