-----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, C6ueYU0iPL22RM0M9ajyF2SxEUS6Ra6nLc9ZwcnT/sORnRL2Q96DXsqH67xS+fKL TuysAipnnjzlhMzGkxo0Vg== 0000009779-99-000010.txt : 19990403 0000009779-99-000010.hdr.sgml : 19990403 ACCESSION NUMBER: 0000009779-99-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990401 GROUP MEMBERS: FAIRCHILD CORP GROUP MEMBERS: THE FAIRCHILD CORPORATION 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/A SEC ACT: SEC FILE NUMBER: 005-07672 FILM NUMBER: 99585755 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/A BUSINESS ADDRESS: STREET 1: 45025 AVIATION DR STREET 2: STE 400 CITY: DULLES 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) 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) March 25, 1999 (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 5 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: 400,000 8. SHARED VOTING POWER: 0 9. SOLE DISPOSITIVE POWER: 400,000 10. SHARED DISPOSITIVE POWER: 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.52% 14. TYPE OF REPORTING PERSON: CO PAGE 2 OF 5 Item 1. Security and Issuer. This Amendment No. 1 ("Amendment No. 1") amends the statement on Schedule 13D (the "Original 13 Filing") filed with the Securities and Exchange Commission on October 23, 1998, 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. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Original 13D Filing. Item 5. Interest in Securities of the Issuer. Item 5 of the Original 13D Filing is hereby amended by adding the following: (c) Since the date of the Original Schedule 13D Filing, the Reporting Persons sold shares of Issuer's Common Stock on the dates, in the amounts and at the prices set forth on Exhibit A attached hereto. All of such sales were made on the open market. As a result of such transactions, the Reporting Persons' interest in the Issuer was reduced from 7.06% to 5.52%. Item 7. Material to be Filed as Exhibits. Exhibit A: Sales of Watkins-Johnson Common Stock PAGE 3 OF 5 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. April 1, 1999 BANNER AEROSPACE, INC. By: ___/s/_________________ Bradley T. Lough Treasurer THE FAIRCHILD CORPORATION By: ___/s/_________________ Donald E. Miller Executive Vice President, General Counsel and Secretary PAGE 4 OF 5 EXHIBIT A SALES OF WATKINS-JOHNSON COMMON STOCK Number of shares owned prior to transactions: 512,000 Trade date No. of Shares Price Per Share Total Sales Sold Sold Price 12/24/98 12,300 19.2537 236,820.57 12/28/98 57,700 19.1000 1,102,072.09 3/25/98 42,000 24.1690 1,015,100.00 Number of Shares owned following transactions: 400,000 PAGE 5 OF 5 -----END PRIVACY-ENHANCED MESSAGE-----