rnyren@fairchild.com
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
December
5, 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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
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.
The
Fairchild Corporation announced December 5, 2006 that ongoing “going private”
discussions with FA Holdings I, LLC have been terminated.
Item
9.01 Financial Statements 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
December 7, 2006
THE
FAIRCHILD CORPORATION
By:
/s/
DONALD E. MILLER
Name:
Donald E. Miller
Title:
Executive Vice President,
Corporate
Secretary and General Counsel