-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CsxmnJ6QkJxls18Kqj0AOMr7to2NAyT43KDg42L/7RWb9pbucyXDw6J+2mfv6EmD sFFvFuqNm8YpxQCnXTEyUw== 0000009779-98-000040.txt : 19981026 0000009779-98-000040.hdr.sgml : 19981026 ACCESSION NUMBER: 0000009779-98-000040 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981023 SROS: NYSE SROS: PCX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WATKINS JOHNSON CO CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-07672 FILM NUMBER: 98729792 BUSINESS ADDRESS: STREET 1: 3333 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 BUSINESS PHONE: 4154934141 MAIL ADDRESS: STREET 1: 3333 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD CORP CENTRAL INDEX KEY: 0000009779 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 340728587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 45025 AVIATION DR STREET 2: STE 400 CITY: DULLAS STATE: VA ZIP: 20166 BUSINESS PHONE: 7034785800 MAIL ADDRESS: STREET 1: 45025 AVIATION DRIVE STREET 2: SUITE 400 CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 WATKINS-JOHNSON COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 942486-10-1 (CUSIP Number) Warren Persavich Senior Vice President & COO Banner Aerospace, Inc. 45025 Aviation Drive, Suite 300 Dulles, VA 20166-7556 Telephone: 703-478-5790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 13, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. PAGE 1 OF 14 CUSIP No. 942486-10-1 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Banner Aerospace, Inc. -- IRS EIN 95-2039311 The Fairchild Corporation -- IRS EIN 34-0728587 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Each of the Reporting Persons is a Delaware corporation. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 512,000 8. SHARED VOTING POWER: 0 9. SOLE DISPOSITIVE POWER: 512,000 10. SHARED DISPOSITIVE POWER: 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.06% 14. TYPE OF REPORTING PERSON: CO PAGE 2 OF 14 Item 1. Security and Issuer. This Schedule 13D is filed with respect to the Common Stock of Watkins-Johnson Company, a California corporation ("Issuer"). The principal executive offices of Issuer are located at 3333 Hillview Avenue, Palo Alto, CA 94304-1223. Item 2. Identity and Background. This statement is filed by Banner Aerospace, Inc., a Delaware corporation ("Banner Aerospace"), and it's parent company, The Fairchild Corporation ("Fairchild"). Banner Aerospace and Fairchild are collectively referred to as the "Reporting Persons." The principal executive offices of Banner Aerospace are located at 45025 Aviation Drive, Suite 300, Dulles, VA 20166-7556. The principal executive offices of Fairchild are located at 45025 Aviation Drive, Suite 400, Dulles, VA 20166-7516. Banner Aerospace is a publicly held company, traded on the New York Stock Exchange under the symbol BAR. Fairchild is a publicly held company, traded on the New York and Pacific Stock Exchange, under the symbol FA. Fairchild owns approximately 83% of Banner Aerospace's shares. Banner Aerospace is a distributor of aircraft rotables and engines. Fairchild's principal activities include Fairchild Fasteners, a worldwide manufacturer of advanced aerospace fastening devices, an 83% holding interest in Banner Aerospace, and Fairchild Technologies, a manufacturer of semiconductor equipment and optical disc equipment. Exhibit A hereto sets forth the name, present principal occupation or employer, citizenship, and stock ownership of Issuer's Common Stock for each executive officer and director of Banner Aerospace and each executive officer and director of Fairchild. The business address of each such person is c/o Banner Aerospace, Inc., 45025 Aviation Drive, Suite 400, Dulles, VA 20166-7516, Attention: General Counsel. PAGE 3 OF 14 During the past five years prior to the date hereof, neither of the Reporting Persons nor (to the knowledge of the Reporting Persons) any executive officer or director of the Reporting Persons has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Through open market purchases, for the period of June 1, 1998, through October 14, 1998, Banner Aerospace purchased an aggregate of 512,000 shares of Issuer's Common Stock, at an aggregate purchase price of $12,257,391.25 (the "Shares"). The Shares were purchased with working capital funds of Banner Aerospace. Because of its ownership interest in Banner Aerospace, Fairchild is also deemed the beneficial ownership of the Shares. Jeffrey Steiner may be deemed the beneficial owner of 28.96% of Fairchild's Class A Common Stock (including shares owned by his affiliates), and 86.03% of Banner Aerospace's Common Stock (including shares owned by Fairchild). He is also the Chairman of the Board, CEO and President of Banner Aerospace and Chairman of the Board and CEO of Fairchild. As a result of such stock ownership and executive positions, Mr. Steiner may be deemed to be the beneficial owner of the Shares beneficially owned by the Reporting Persons. Mr. Steiner disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. PAGE 4 OF 14 Item 4. Purpose of Transaction. The Reporting Persons have acquired the Shares of Common Stock reported herein because they believe that trading prices of the Common Stock do not adequately reflect the value of the underlying business and assets of the Issuer. From time to time leading up to and subsequent to the Reporting Persons' purchase of Shares of Common Stock, the Reporting Persons have had discussions with the management of the Issuer regarding ways in which the value of the Common Stock might be enhanced, including the sale of part or all of the Issuer's businesses to the Reporting Persons. During discussions to date, the Issuer has informed the Reporting Person that the Issuer is exploring opportunities for the Issuer's Semiconductor Equipment Group, including partnership transactions or a possible sale. The Reporting Persons believe that the Issuer's Semiconductor Equipment Group may offer margin improvement and other synergistic opportunities to the Reporting Persons as well as other manufacturers. The Reporting Persons continue to monitor and evaluate their involvement in the Issuer in light of pertinent business and market factors. The Reporting Persons may acquire additional shares of Issuer's Common Stock through market transactions or otherwise, maintain their current investment in the Issuer or dispose of some or all of their Shares of Common Stock. The Reporting Persons expect to continue to explore ways to enhance the value of the Common Stock, if possible in cooperation with management of the Issuer. Other than as set forth above, the Reporting Persons have no present plans or proposals which relate to or would result in any of the actions set forth in parts (b)though (j) if Item 4; however, the Reporting Persons reserve the right, either individually or together with one or more of the other shareholders of the Issuer, to determine in the future to take or cause to be taken one or more of such actions. PAGE 5 OF 14 Item 5. Interest in Securities of the Issuer. (a) This statement on Schedule 13D relates to 512,000 shares of Issuer's Common Stock beneficially owned by the Reporting Persons. Issuer's third quarter earnings report dated October 13, 1998 states that there are 7,249,000 shares of Issuer Common Stock outstanding. Based on such number, the 512,000 Shares owned by the Reporting Persons constitute approximately 7.06% of the issued and outstanding shares of Issuer's Common Stock. The Reporting Persons first owned in excess of 5% of the issued and outstanding shares of Issuer's Common Stock as of October 13, 1998. (b) Banner Aerospace has sole voting and dispositive power with respect to the Shares. Because of Fairchild's 83% ownership interest in Banner Aerospace, it may also be deemed to have voting and dispositive power with respect to the Shares. (c) Within the past sixty days, Banner Aerospace purchased shares of Issuer's Common Stock on the dates, in the amounts and at the prices set forth on Exhibit B attached hereto. All of such purchases were made on the open market. (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit A: Officers and Directors of Banner Aerospace, Inc. and The Fairchild Corporation. Exhibit B: Purchases of Watkins-Johnson Common Stock PAGE 6 OF 14 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 23, 1998 BANNER AEROSPACE, INC. By: Warren Persavich Senior Vice President and COO THE FAIRCHILD CORPORATION By: Donald E. Miller Executive Vice President, General Counsel and Secretary PAGE 7 OF 14 EXHIBIT A OFFICERS AND DIRECTORS OF BANNER AEROSPACE, INC. MICHAEL T. ALCOX Citizenship: USA. Director of Banner Aerospace. Part-Time Vice President of The Fairchild Corporation. Owner and operator of travel and real estate businesses. Beneficial Ownership of Watkins-Johnson Common Stock: 0. STEVEN L. GERARD Citizenship: USA. Director of Banner Aerospace. Beneficial Ownership of Watkins-Johnson Common Stock: 0. CHARLES M. HAAR Citizenship: USA. Director of Banner Aerospace. Professor of law at Harvard University. Beneficial Ownership of Watkins-Johnson Common Stock: 0. PHILIPPE HERCOT Citizenship: French. Director of Banner Aerospace. Managing partner for Capital Industrie & Associs (a Paris, France based investment and consulting firm). Beneficial Ownership of Watkins-Johnson Common Stock: 0. MICHAEL D. HERDMAN Citizenship: USA. Director of Banner Aerospace. Senior Vice President of American National Can for Beverage Cans Europe/Asia Pacific. Beneficial Ownership of Watkins-Johnson Common Stock: 0. WARREN D. PERSAVICH Citizenship: USA. Director, Senior Vice President and Chief Operating Officer of Banner Aerospace. Beneficial Ownership of Watkins-Johnson Common Stock: 0. PAGE 8 OF 14 DR. ERIC I. STEINER Citizenship: USA. Director and Senior Vice President of Banner Aerospace. Director, President and Chief Operating Officer of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. JEFFREY J. STEINER Citizenship: Austria. Chairman of the Board, CEO and President of Banner Aerospace. Chairman of the Board and CEO of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. As a result of his stock ownership in the Reporting Persons and executive positions with the Reporting Persons, Mr. Steiner may be deemed to be the beneficial owner of the Shares beneficially owned by the Reporting Persons. Mr. Steiner disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. LEONARD TOBOROFF Citizenship: USA. Director of Banner Aerospace Executive Vice President and Director of Riddell Sports, Inc., a manufacturer and licenser of sports equipment. Vice President and Vice Chairman of the Board of Allis-Chalmers Corporation, a holding company. Beneficial Ownership of Watkins-Johnson Common Stock: 0. Eugene W. Juris Citizenship: USA. Vice President and Chief Financial Officer of Banner Aerospace. Beneficial Ownership of Watkins-Johnson Common Stock: 0. Bradley T. Lough Citizenship: USA. Treasurer and Secretary of Banner Aerospace. Beneficial Ownership of Watkins-Johnson Common Stock: 0. PAGE 9 OF 14 OFFICERS AND DIRECTORS OF THE FAIRCHILD CORPORATION MICHAEL T. ALCOX Citizenship: USA. Director and Vice President (part-time) of The Fairchild Corporation. Owner and operator of travel and real estate businesses. Beneficial Ownership of Watkins-Johnson Common Stock: 0. MELVILLE R. BARLOW Citizenship: USA. Director of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. MORTIMER M. CAPLIN Citizenship: USA. Director of The Fairchild Corporation. Attorney, Caplin & Drysdale. Beneficial Ownership of Watkins-Johnson Common Stock: 0. COLIN M. COHEN Citizenship: South African. Resident of the USA. Director, Senior Vice President (Business Development and Finance) and Chief Financial Officer of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. PHILIP DAVID Citizenship: USA. Resident of the UK. Director of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. ROBERT E. EDWARDS Citizenship: USA. Director of The Fairchild Corporation. Executive Vice President of Fairchild Fasteners and Chief Executive Officer of Special-T Fasteners, Inc., a wholly-owned subsidiary of Fairchild. Beneficial Ownership of Watkins-Johnson Common Stock: 0. PAGE 10 OF 14 HAROLD J. HARRIS Citizenship: USA. Director of The Fairchild Corporation. President of Wm. H. Harris, Inc. (retailer). Beneficial Ownership of Watkins-Johnson Common Stock: 0. DANIEL LEBARD Citizenship: French. Director of The Fairchild Corporation. Chairman of the Board of Daniel Lebard Management Development SA, a consulting firm in Paris, France, which performs management services. Chief Executive Officer of Groupe Sofrecid SA and Kvaerner-Clecim SA, engineering companies whose headquarters are in Paris. Beneficial Ownership of Watkins-Johnson Common Stock: 0. JACQUES S. MOSKOVIC Citizenship: French. Director and Senior Vice President of The Fairchild Corporation. President and Chief Executive Officer of Fairchild Technologies, a Fairchild subsidiary (manufacturer of semiconductor equipment and optical disc equipment). Beneficial Ownership of Watkins-Johnson Common Stock: 0. HERBERT S. RICHEY Citizenship: USA. Director of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. MOSHE SANBAR Citizenship: Israel. Director of The Fairchild Corporation. President of the Israel National Committee of the International Chamber of Commerce. Member of the executive board of the International Chamber of Commerce, at the Paris headquarters. Beneficial Ownership of Watkins-Johnson Common Stock: 0. PAGE 11 OF 14 ROBERT A. SHARPE II Citizenship: USA. Director and Senior Vice President (Operations) of The Fairchild Corporation. Executive Vice President and Chief Financial Officer of Fairchild Fasteners. Beneficial Ownership of Watkins-Johnson Common Stock: 0. DR. ERIC I. STEINER Citizenship: USA. Director and Senior Vice President of Banner Aerospace. Director, President and Chief Operating Officer of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. JEFFREY J. STEINER Citizenship: Austria. Chairman of the Board, CEO and President of Banner Aerospace. Chairman of the Board and CEO of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. As a result of his stock ownership in the Reporting Persons and executive positions with the Reporting Persons, Mr. Steiner may be deemed to be the beneficial owner of the Shares beneficially owned by the Reporting Persons. Mr. Steiner disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. ROBERT D. BUSEY Citizenship: USA. Vice President of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. JOHN L. FLYNN Citizenship: USA. Senior Vice President (Tax)of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. PAGE 12 OF 14 NATALIA HERCOT Citizenship: USA. Resident of France. Vice President (Business Development) of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. HAROLD R. JOHNSON Citizenship: USA. Senior Vice President (Business Development) of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. ROBERT H. KELLEY Citizenship: USA. Vice President (Employee Benefits) of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. JEFFREY P. KENYON Citizenship: USA. Vice President of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. DONALD E. MILLER Citizenship: USA. Executive Vice President, General Counsel and Corporate Secretary of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. KAREN L. SCHNECKENBURGER Citizenship: USA. Vice President and Treasurer of The Fairchild Corporation. Beneficial Ownership of Watkins-Johnson Common Stock: 0. DAVID WYNNE-MORGAN Citizenship: USA. Senior Vice President (Corporate Communications) of The Fairchild Corporation. Chairman of WMC Communications, Ltd. (communications consultants). Beneficial Ownership of Watkins-Johnson Common Stock: 0. PAGE 13 OF 14 EXHIBIT B PURCHASES OF WATKINS-JOHNSON COMMON STOCK Trade date No. of Shares Price Per Share Total Cost 6/1/98 10,600 25.7675 273,135.50 6/2/98 70,400 25.8266 1,818,194.50 6/3/98 69,000 25.8228 1,781,770.00 6/4/98 150,000 25.5850 3,837,750.00 6/5/98 4,800 25.2831 121,359.00 6/8/98 15,200 25.6894 390,478.50 6/9/98 12,500 25.8300 322,875.00 6/10/98 45,500 25.8293 1,175,234.00 6/11/98 22,000 25.8300 568,260.00 10/13/98 10,200 17.5187 178,691.00 10/14/98 101,800 17.5800 1,789,644.00 -------- ----------- ------------- TOTAL 512,000 23.9402 12,257,391.25 PAGE 14 OF 14 -----END PRIVACY-ENHANCED MESSAGE-----