-----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, H97HmOP+wzJlq/PdLiovQ5NTpj4uOHbyeas+qQF66M5h+QZWX+SlLt3BencGlM+W 3HiISD5M0eDERnSNlC4dfA== 0000950142-98-000919.txt : 19981231 0000950142-98-000919.hdr.sgml : 19981231 ACCESSION NUMBER: 0000950142-98-000919 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981230 GROUP MEMBERS: CRAMER CAPITAL CORPORATION GROUP MEMBERS: CRAMER J J & CO INC GROUP MEMBERS: CRAMER PARTNERS, L.P. GROUP MEMBERS: J.J. CRAMER & CO. GROUP MEMBERS: JAMES J. CRAMER GROUP MEMBERS: KAREN L. CRAMER 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: SEC FILE NUMBER: 005-34039 FILM NUMBER: 98778611 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER J J & CO INC CENTRAL INDEX KEY: 0001013994 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WALL ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127424480 MAIL ADDRESS: STREET 1: 100 WALL ST STREET 2: 8 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 AMENDMENT NO. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) The Fairchild Corporation (Name of Issuer) Class A Common Stock, par value $.10 per share (Title of Class of Securities) 303698104 (CUSIP Number) JAMES J. CRAMER 100 Wall Street New York, NY 10005 Tel. No.: (212) 742-4480 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 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 statement because of Rule 13d-1(b)(3) or (4), check the following box |_|. PAGE 1 OF 10 PAGES SCHEDULE 13D CUSIP NO. 303698104 PAGE 2 OF 10 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.J. Cramer & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 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 Delaware 7 SOLE VOTING POWER NUMBER OF 2,855,600 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 0 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 2,855,600 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,855,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 303698104 PAGE 3 OF 10 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James J. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 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 United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 2,855,600 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 WITH 10 SHARED DISPOSITIVE POWER 2,855,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,855,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 303698104 PAGE 4 OF 10 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karen L. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 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 United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 2,855,600 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 WITH 10 SHARED DISPOSITIVE POWER 2,855,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,855,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 303698104 PAGE 5 OF 10 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 2,855,600 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 0 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 2,855,600 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,855,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 303698104 PAGE 6 OF 10 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 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 United States 7 SOLE VOTING POWER NUMBER OF 2,855,600 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 0 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 2,855,600 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,855,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% 14 TYPE OF REPORTING PERSON CO CUSIP NO. 303698104 ITEM 1. SECURITY AND ISSUER. The undersigned hereby amends the statement on Schedule 13D, dated February 20, 1997, as amended by Amendment No. 1 dated March 21, 1997, Amendment No. 2 dated May 7, 1997, Amendment No. 3 dated August 25, 1997, Amendment No. 4 dated November 6, 1997, Amendment No. 5 dated December 5, 1997, Amendment No. 6 dated October 6, 1998 and Amendment No. 7 dated December 9, 1998, relating to the Class A Common Stock, par value $.10 per share, of The Fairchild Corporation, a Delaware corporation (the "Company"), whose principal executive office is located at Washington Dulles International Airport, 300 West Service Road, P.O. Box 10803, Chantilly, Virginia, 20153. The Company's shares of Class A Common Stock (the "Common Stock") are referred to herein as the "Shares." Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the statement. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the statement is hereby amended and restated to read in its entirety as follows: The Shares were purchased with the personal funds of the Partnership in the amount of $45,575,041. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), 5(b) and 5(c) of the statement are hereby amended and restated to read in their entirety as follows: PAGE 7 OF 10 PAGES CUSIP NO. 303698104 (a) This statement on Schedule 13D relates to 2,855,600 Shares beneficially owned by the Reporting Persons, which constitute approximately 14.9% of the issued and outstanding Shares. (b) The Partnership, Cramer Capital Corporation and the Manager have sole voting and dispositive power with respect to 2,855,600 Shares owned by the Partnership. James Cramer and Karen Cramer have shared voting and dispositive power with respect to the Partnership's 2,855,600 Shares. (c) In the last 60 days, the Reporting Persons purchased or otherwise acquired Shares on the dates, in the amounts and at the prices set forth on Exhibit B attached hereto and incorporated by reference herein. Except where as noted, all of such purchases were made on the open market. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Statement is amended by deleting on the second line the number "2,464,000" and replacing it with the number "2,855,600". PAGE 8 OF 10 PAGES CUSIP NO. 303698104 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. Dated: December 30, 1998 J.J. CRAMER & CO. By: /s/ James J. Cramer -------------------------------- Name: James J. Cramer Title: President /s/ James J. Cramer ------------------------------------ James J. Cramer /s/ Karen L. Cramer ------------------------------------ Karen L. Cramer CRAMER PARTNERS, L.P. By: CRAMER CAPITAL CORPORATION its general partner By: /s/ James J. Cramer -------------------------------- Name: James J. Cramer Title: President By: CRAMER CAPITAL CORPORATION By: /s/ James J. Cramer -------------------------------- Name: James J. Cramer Title: President PAGE 9 OF 10 PAGES CUSIP NO. 303698104 EXHIBIT B Transactions in Common Stock of The Company Within the Last Sixty Days No. of Shares Trade Dates Purchased/Sold Cost Per Share Type ----------- -------------- -------------- ---- 12/7/98 50,000 14.659 P 12/8/98 2,500 15.310 P 12/9/98 9,000 15.310 P 12/10/98 46,000 15.010 P 12/11/98 13,500 15.042 P 12/14/98 25,000 15.060 P 12/15/98 42,600 14.748 P 12/15/98 41,700 14.653 P 12/16/98 6,000 14.698 P 12/17/98 500 14.810 P 12/18/98 19,000 14.534 P 12/21/98 30,000 14.706 P 12/22/98 11,000 14.560 P 12/23/98 8,500 14.075 P 12/28/98 51,400 14.533 P 12/29/98 29,900 14.602 P 12/29/98 5,000 14.623 P PAGE 10 OF 10 PAGES -----END PRIVACY-ENHANCED MESSAGE-----