-----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, TqXyVf/y35FJODsb9hDAkJ8a7VDh4XjJr8ndHDFWjsCPJYttbeokVbqQckeseJ+K QmTw/NqKg235GejIuTemUg== 0000950123-99-005510.txt : 20020715 0000950123-99-005510.hdr.sgml : 19990610 ACCESSION NUMBER: 0000950123-99-005510 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990609 GROUP MEMBERS: JEFFREY J STEINER GROUP MEMBERS: STEINER GROUP LLC SUBJECT COMPANY: 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34039 FILM NUMBER: 99642902 BUSINESS ADDRESS: STREET 1: 45025 AVIATION DR STREET 2: STE 300 CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034785800 MAIL ADDRESS: STREET 1: 45025 AVIATION DRIVE STREET 2: SUITE 300 CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEINER GROUP LLC CENTRAL INDEX KEY: 0001075935 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134035166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THE STEINER GROUP LLC STREET 2: OPPENHEIM LLP 488 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127517700 MAIL ADDRESS: STREET 1: THE STEINER GROUP LLC C/O FAUST RABBACH STREET 2: OPPENHEIM LLP 488 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 22 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22) 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) April 8, 1999 (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 10 pages 2 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 3,193,688 CLASS A SHARES NUMBER OF SHARES 2,533,996 CLASS B SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- 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 10 pages 3 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.35% OF CLASS A, 96.66% OF CLASS B 14. TYPE OF REPORTING PERSON CO Page 3 of 10 pages 4 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 NUMBER OF 262,954 CLASS A SHARES SHARES BENEFICIALLY 22. SHARED VOTING POWER OWNED BY EACH -0- REPORTING 23. SOLE DISPOSITIVE POWER PERSON WITH 262,954 CLASS A SHARES 24. SHARED DISPOSITIVE POWER -0- 25. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 262,954 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) 1.18% OF CLASS A Page 4 of 10 pages 5 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 3. Source and Amount of Funds or Other Consideration Pursuant to a Merger Agreement among the Issuer, MTA, Inc. and Banner Aerospace, Inc. ("Banner"), dated January 11, 1999 (the "Merger Agreement"), effective April 8, 1999, each share of Banner common stock was converted into the right to receive Page 5 of 10 pages 6 0.7885 shares of the Issuer's Class A Common Stock. Mr. Steiner held 105,000 shares of Banner Common and 15,542 shares of Banner Preferred Stock, which, immediately prior to the merger, were automatically converted into Banner Common. Pursuant to the Merger Agreement, each stock option which had been granted under Banner's 1990 Non-Qualified and Incentive Stock Option which was outstanding as of the Merger Date ("Option") was deemed to constitute an option to acquire the Issuer's Class A Common Stock on the terms and conditions as were applicable under the respective Option, except that (i) each Option is exercisable for the greatest number of whole shares of the Issuer's Common Stock equal to the product of the number of shares of Banner Common Stock multiplied by 0.7885; (ii) the exercise price per share of the Issuer's Common Stock is an amount equal to the exercise price per share of Banner Common Stock specified under such Option in effect immediately prior to April 8, 1999 divided by 0.7885; and (iii) each Option, to the extent not then exercisable, became exercisable in full at April 8, 1999. Mr. Steiner held options for an aggregate of 510,000 shares of Banner Common Stock which were converted into options for an aggregate 402,134 shares of the Issuer's Common Stock. See Item 5 below. Page 6 of 10 pages 7 In addition, Mr. Steiner bought 3,000 Class A shares on April 20, 1999 for $12.3125 per share and 15,000 Class A shares on April 22, 199 for $11.8004 per share, all in the open market, and an additional 110 Class A shares on March 31, 1999 for $10.25 per share and 610 Class A shares on April 1, 1999 for $10.226 per share pursuant to a new officers loan program of the Issuer. Item 5. Interest in Securities of the Issuer. Mr. Steiner owns 262,954 shares of Class A Common Stock of the Issuer and employee stock options to purchase Class A Common Stock of the Issuer as follows:
No. of Warrants Exercisable Expiration Price - --------------- ----------- ---------- ----- 59,137 immediate 5/24/01 $ 6.50 118,275 immediate 9/15/02 $ 6.19 63,080 immediate 5/29/03 $ 8.72 102,505 immediate 5/21/04 $ 9.68 59,137 immediate 5/29/05 $14.99
Each warrant represents the right to purchase one share of either Class A or Class B common stock at the warrant price subject to adjustments in certain events and subject to the Issuer's right to purchase the warrants in lieu of exercise. Under Page 7 of 10 pages 8 certain circumstances, the exercise price increases to $7.80 per share plus $.002 for each day subsequent to March 9, 1999. Mr. Steiner also owns as custodian for certain of his children 37,500 shares of Class A Common Stock and 30,000 shares of Class B Common Stock of the Issuer, as to which he disclaims beneficial ownership. The Steiner Group LLC owns (i) 3,193,688 shares of Class A Common Stock of the Issuer (all of which have been pledged to NationsBank, N.A. - - see Item 3 above); (ii) 2,533,996 shares of Class B Common Stock of the Issuer (1,100,000 of which have been pledged to banks - see Item 3 above); and (iii) Warrants to buy 375,000 shares of Class A or Class B Common Stock of the Issuer. Except as set forth above, no transactions in shares of the Issuer were effected during the past 60 days by Mr. Steiner, The Steiner Group LLC or The Jeffrey Steiner Family Trust. Item 7. Exhibits Joint Filing Agreement - Exhibit B 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. Page 8 of 10 pages 9 DATE: JUNE 9, 1999 /s/ JEFFREY J. STEINER by DAVID I. FAUST, atty in fact ------------------------------------------------------ JEFFREY J. STEINER BY HIS ATTORNEY-IN-FACT DAVID I. FAUST THE STEINER GROUP LLC DATE: BY: /s/ JEFFREY J. STEINER by DAVID I. FAUST, atty in fact -------------------------------------------------- JEFFREY J. STEINER, MANAGER BY DAVID I. FAUST, HIS ATTORNEY-IN-FACT Page 9 of 10 pages 10 EXHIBIT B JOINT FILING AGREEMENT IN ACCORDANCE WITH RULE 13-d-1(f) UNDER THE SECURITIES EXCHANGE ACT OF 1934, THE PERSONS NAMED BELOW AGREE TO THE JOINT FILING ON BEHALF OF EACH OF THEM OF A STATEMENT ON SCHEDULE 13-D (INCLUDING AMENDMENTS THERETO) WITH RESPECT TO THE COMMON STOCK OF THE FAIRCHILD CORPORATION (FORMERLY, BANNER INDUSTRIES, INC.) AND FURTHER AGREE THAT THIS JOINT FILING AGREEMENT BE INCLUDED AS AN EXHIBIT TO SUCH JOINT FILINGS. IN EVIDENCE THEREOF, THE UNDERSIGNED, BEING DULY AUTHORIZED, HEREBY EXECUTE THIS AGREEMENT THIS 9TH DAY OF JUNE 1999. DATE: JUNE 9, 1999 /s/ JEFFREY J. STEINER by DAVID I. FAUST, atty in fact ------------------------------------------------------ JEFFREY J. STEINER BY DAVID I. FAUST, HIS ATTORNEY-IN-FACT THE STEINER GROUP LLC DATE: JUNE 9, 1999 BY: /s/ JEFFREY J. STEINER by DAVID I. FAUST, atty in fact ------------------------------------------------- JEFFREY J. STEINER, MANAGER BY DAVID I. FAUST, HIS ATTORNEY-IN-FACT Page 10 of 10 pages -----END PRIVACY-ENHANCED MESSAGE-----