SC 13D/A 1 y62561sc13dza.txt AMENDMENT NO. 23 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23) The Fairchild Corporation -------------------------- (Name of Issuer) Class A Common Stock and Class B Common Stock, ---------------------------------------------- par value $0.10 per share ------------------------- (Title of Class of Securities) 0066545 10 4 ---------------- (CUSIP Number) David I. Faust, Esq. Faust, Rabbach & Oppenheim, LLP 488 Madison Avenue New York, New York 10022 (212) 751-7700 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 2002 ---------------- (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. Page 1 of 7 pages SCHEDULE 13D 1. THE STEINER GROUP LLC NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-4035166 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE, USA 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,193,688 CLASS A SHARES 2,533,996 CLASS B SHARES EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 3,193,688 CLASS A SHARES WITH 2,533,996 CLASS B SHARES 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,193,688 CLASS A SHARES 2,533,996 CLASS B SHARES 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Page 2 of 7 pages 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.168% OF CLASS A, 96.66% OF CLASS B 14. TYPE OF REPORTING PERSON CO Page 3 of 7 pages JEFFREY J. STEINER 15. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 17. SEC USE ONLY 18. SOURCE OF FUNDS N/A 19. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 20. CITIZENSHIP OR PLACE OF ORGANIZATION AUSTRIA 21. SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY 22. SHARED VOTING POWER OWNED BY 442,754 CLASS A SHARES EACH REPORTING 23. SOLE DISPOSITIVE POWER PERSON 442,754 CLASS A SHARES WITH 24. SHARED DISPOSITIVE POWER -0- 25. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 442,754 CLASS A SHARES 26. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (25) EXCLUDES CERTAIN SHARES [X] 27. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (25) 1.96% OF CLASS A Page 4 of 7 pages 28. TYPE OF REPORTING PERSON IN The undersigned, Jeffrey J. Steiner and The Steiner Group LLC hereby amend the Schedule 13-D filed by Paske Investment Limited and Nedim Sadaka (Mr. Steiner having replaced Mr. Sadaka as a member of the "group" filing this statement, as described in Amendment No. 6 dated July 24, 1986 and The Steiner Group LLC having replaced Paske Investments Limited as a member of the "group" filing this statement, as described in Amendment No. 21 dated December 29, 1998) with respect to the Class A Common Stock, par value $.10 per share (the "Class A Stock"), and the Class B Common Stock, par value $.10 per share (the "Class B Stock"), of The Fairchild Corporation (formerly Banner Industries, Inc.), a Delaware corporation (the "Issuer"), as follows: Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. By agreement dated as of July 16, 2002, the Issuer and certain wholly owned subsidiaries agreed to sell the assets of Issuer's fastner business to Alcoa Inc. In connection with that agreement, the undersigned and certain of the other shareholders of the Issuer entered into a Voting Agreement agreeing, inter alia, to Page 5 of 7 pages vote in favor of the agreement with Alcoa Inc. and restricting their ability to sell their shares of the Issuer until the closing or termination of the agreement with Alcoa Inc. A copy of the Voting Agreement is annexed as Exhibit C. Item 7. Exhibits Joint Filing Agreement - Exhibit B Voting Agreement - Exhibit C SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement by or about it or him is true, complete and correct. Date: July 26, 2002 ----------------------------- JEFFREY J. STEINER by his attorney-in-fact David I. Faust THE STEINER GROUP LLC Date: July 26, 2002 By: --------------------------- Jeffrey J. Steiner, Manager by David I. Faust, his attorney-in-fact Page 6 of 7 pages