The Fairchild Corporation Form 8-K Tender Offer
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
August
7, 2006
Date
of Report (Date of earliest event reported)
THE
FAIRCHILD CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
of incorporation or organization)
|
Commission
File Number 1-6560
|
34-0728587
(I.R.S.
Employer Identification No.)
|
1750
Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address
of principal executive offices)
(703)
478-5800
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
_____________________________
Check
the
appropriate box below if the Form 8-K filing is to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR
240.13e-4(c))
FORWARD-LOOKING
STATEMENTS:
Certain
statements in this filing contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect
to
our financial condition, results of operation and business. These statements
relate to analyses and other information, which are based on forecasts of future
results and estimates of amounts not yet determinable. These statements also
relate to our future prospects, developments and business strategies. These
forward-looking statements are identified by their use of terms and phrases
such
as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’
‘‘may,’’ ‘‘plan,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘will’’ and similar terms and
phrases, including references to assumptions. These forward-looking statements
involve risks and uncertainties, including current trend information,
projections for deliveries, backlog and other trend estimates that may cause
our
actual future activities and results of operations to be materially different
from those suggested or described in this financial discussion and analysis
by
management. These risks include: our ability to finance and successfully operate
our retail businesses; our ability to accurately predict demand for our
products; our ability to receive timely deliveries from vendors; our ability
to
raise cash to meet seasonal demands; our dependence on the retail and aerospace
industries; our ability to maintain customer satisfaction and deliver products
of quality; our ability to properly assess our competition; our ability to
improve our operations to profitability status; our ability to liquidate
non-core assets to meet cash needs; our ability to attract and retain highly
qualified executive management; our ability to achieve and execute internal
business plans; weather conditions in Europe during peak business season and
on
weekends; labor disputes; competition; foreign currency fluctuations; worldwide
political instability and economic growth; military conflicts, including
terrorist activities; infectious diseases; new legislation which may cause
us to
be required to fund our pension plan earlier than we had expected; and the
impact of any economic downturns and inflation.
If
one or
more of these and other risks or uncertainties materialize, or if underlying
assumptions prove incorrect, our actual results may vary materially from those
expected, estimated or projected. Given these uncertainties, users of the
information included in this report, including investors and prospective
investors, are cautioned not to place undue reliance on such forward-looking
statements. We do not intend to update the forward-looking statements included
in this filing, even if new information, future events or other circumstances
have made them incorrect or misleading.
Item
8.01 Other Events.
On
August
7, 2006, The Fairchild Corporation (“the Company”) announced that FA Holdings,
LLC, a Delaware limited liability company led by Philip Sassower, Chairman
of
The Phoenix Group LLC, and Jeffrey Steiner, Chairman and Chief Executive Officer
of the Company, has made a proposal to acquire all of the outstanding shares
of
the Company for $2.73 per share in cash.
The
Board
of Directors of the Company had previously formed a Special Committee of
independent directors to consider any proposal received. The Committee has
retained independent financial advisors and legal counsel to assist it in its
work. The Board of Directors cautions the Company’s stockholders and others
considering trading in its securities that the Board has just received the
proposal and no decisions have been made by the Board with respect to the
Company’s response to the proposal. There can be no assurance that any
definitive agreement will be executed or that any transaction will be approved
or consummated.
A
copy of
the press release is filed as Exhibit 99.1 to this Form 8-K and incorporated
into the Item 8.01 by reference. A copy of the proposal received by the Company
is filed as Exhibit 99.2 to this Form 8-K and incorporated into this Item 8.01
by reference.
Item
9.01 Financial Statement and Exhibits
The
following are filed as exhibits to this report:
| 99.1 |
Press
Release, dated August 7, 2006, issued by the
Company.
|
| 99.2 |
Proposal
received by the Company from FA Holdings,
LLC.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated
August 8, 2006
THE
FAIRCHILD CORPORATION
By:
/s/
DONALD E. MILLER
Name: Donald
E.
Miller
Title: Executive
Vice President,
Corporate
Secretary and General Counsel