tfc8kheingericke.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
March
12, 2009
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; 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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
March 12, 2009, the Board of Directors approved a sale of Hein Gericke
Deutschland GmbH and its remaining subsidiaries to ARRC GmbH (a group consisting
of four members of existing Hein Gericke management). The purchase
price was €1, plus future mandatory proceeds to repay inter-company loans as
follows:
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€500k
due on or before September 30,
2009.
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€500k
due on or before September 30,
2010.
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We may
also receive future earn-out consideration, structured as inter-company loan
repayments, as follows:
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15%
of EBITDA of Hein Gericke, up to a maximum of €750k for the fiscal year
ending September 30, 2011, with payment due on May 31,
2012.
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·
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15%
of EBITDA of Hein Gericke, up to a maximum of €750k for the fiscal year
ending September 30, 2012, with payment due on May 31,
2013.
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·
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15%
of EBITDA of Hein Gericke, up to a maximum of €750k for the fiscal year
ending September 30, 2013, with payment due on May 31,
2014.
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In
addition, if ARRC GbmH sells Hein Gericke during the next 10 years, we will
receive 15% of the net proceeds.
Despite
the transaction, we face an extremely critical and immediate liquidity
issue.
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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:
March 12,
2009
THE
FAIRCHILD CORPORATION
By: /s/ MICHAEL L.
MCDONALD
Name: Michael L. McDonald
Title: Senior Vice President and CFO