tfcform8kalcoasettlement.htm
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
October
31, 2007
Date
of Report (Date of earliest event reported)
Commission
File Number 1-6560
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THE
FAIRCHILD CORPORATION
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(Exact
name of Registrant as specified in its charter)
Delaware
(State
of
incorporation or organization)
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)
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; worldwide political instability and
economic growth; military conflicts, including terrorist activities; infectious
diseases; and the impact of any economic downturns and inflation.
If
one or more of these and other risks or uncertainties materializes, 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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 31, 2007, The Fairchild Corporation, Fairchild Holding Corp. and
Sheepdog, Inc. (together, “Fairchild”) and Alcoa Inc., entered into a Settlement
and Mutual Release to settle all claims among them. These claims
arose from a sale by Fairchild to Alcoa of its fasteners business on December
3,
2002. Pursuant to the settlement agreement, Fairchild sold to
Alcoa property owned in Fullerton, California, which had been leased to Alcoa,
and received proceeds of $19.0 million. In addition, Fairchild received proceeds
totaling $25.9, including $25.3 million from an escrow account that was
established at the time of the sale of the fastener business to Alcoa, and
an
additional $0.6 million cash. The parties agreed to dismiss a case pending
in
the United States Court of Appeals for the Second Circuit and to enter into
mutual general releases. The settlement agreement further provided that Alcoa
would take over responsibility for certain foreign tax, environmental, and
workers’ compensation claims.
Proceeds
of the settlement were used by Fairchild to repay all $13.0 million of
outstanding debt owed to Beal Bank, which had been secured in part by the
Fullerton property, and to repay all $20.9 million of outstanding debt owed
to
GoldenTree Asset Management, L.P., which had been secured in part by the escrow
account funds. Fairchild intends to use the remaining $11.0 million
of proceeds to fund its operational needs.
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 hereunto
duly authorized.
Dated:
November 5, 2007
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By:
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/s/
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DONALD
E. MILLER |
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Name:
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Donald
E. Miller |
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Title:
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Executive
Vice President, Secretary and General
Counsel |