Form 8-K Withdrawal of 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
September
21, 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
240.14a-12)
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, had 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
formed a Special Committee of independent directors to consider any proposal
received.
On
September 21, 2006, the Company announced that the Committee received a letter
from FA Holdings, LLC terminating the proposal to acquire all shares. However,
after the delivery of the letter of termination the parties had subsequent
discussions and agreed to meet again.
A
copy of
the press release (including a copy of the letter received by the Committee)
is
filed as Exhibit 99.1 to this Form 8-K and incorporated into the Item 8.01
by
reference.
Item
9.01 Financial
Statement and Exhibits
The
following are filed as exhibits to this report:
(d)
Exhibits
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
September 21, 2006
THE
FAIRCHILD CORPORATION
By:
/s/
DONALD E. MILLER
Name: Donald
E. Miller
Title:
Executive Vice President,
Corporate Secretary and General Counsel