8-K

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 10, 2003

Date of Report (Date of earliest event reported)

Commission File Number 1-6560

THE FAIRCHILD CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

(State of incorporation or organization)

34-0728587

(I.R.S. Employer Identification No.)

45025 Aviation Drive, Suite 400, Dulles, VA 20166

(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 and the press release attached hereto 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 a nd 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 find, acquire and successfully operate one or more new businesses; product demand; our dependence on the aerospace industry; customer satisfaction and quality issues; labor disputes; competition; our ability to achieve and execute internal business plans; worldwide political instability and economic growth; military conflicts; reduced airline revenues as a result of the September 11, 2001 terrorist attacks on the United States, and their aftermath; reduced airline travel due to SARS; and the impact of any economic downturns and inflation.

If one or more of these 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 financial discussion and analysis by management, 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 Annual Report, even if new information, future events or other circumstances have made them incorrect or misleading.

ITEM 5. OTHER EVENTS AND FD DISCLOSURE

On October 13, 2003, The Fairchild Corporation issued a press release announcing that a definitive agreement has been signed to purchase Hein Gericke, Polo and IFW from the Insolvency Administrator for Eurobike AG. A copy of the press release is attached hereto as Exhibit 99.1, and is hereby incorporated by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(C) Exhibits.

99.1 Press Release Dated October 13, 2003, regarding a definitive agreement to acquire Hein Gericke, Polo and IFW.

DISCLAIMER:

The information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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: October 13, 2003

THE FAIRCHILD CORPORATION

By: /s/ Donald E. Miller
Name: Donald E. Miller
Title: Executive Vice President,
General Counsel and Secretary

EX-99

For Immediate Release

Contact: John L. Flynn

Chief Financial Officer

703-478-5830

Email: jflynn@fairchild.com

FAIRCHILD AGREES TO BUY EUROPEAN MARKET LEADER FOR MOTORCYCLIST GEAR AND ACCESSORIES.

Dulles, Virginia (October 13, 2003) - The Fairchild Corporation (NYSE: FA), announced today that a definitive agreement has been signed to buy Hein Gericke, PoloExpress and IFW from the Administrator for Eurobike AG in Dusseldorf, Germany. Fairchild's equity investment will be EUR 32.5 million. The balance of the purchase price will be financed by a German bank group. The closing is expected to occur for Hein Gericke and IFW by October 31, 2003, and for PoloExpress by January 2, 2004.

Hein Gericke, PoloExpress and IFW design, manufacture, and sell protective clothing, helmets, and technical accessories for motorcyclists. Together, Hein Gericke and PoloExpress are the market leader and the largest retailer in Europe with a 15% market share in Germany, which is the largest market in Europe. Hein Gericke has 185 employees and operates 137 retail shops in Austria, Belgium, England, Germany, Luxembourg and the Netherlands. PoloExpress has 94 employees and operates 84 retail shops in Germany. IFW, located in Tustin, California, has 42 employees and is a designer for Harley-Davidson and First Gear clothing. IFW also distributes First Gear and Hein Gericke products in the United States. Since being founded 25 years ago, Hein Gericke and PoloExpress have developed an outstanding team of professional employees with exceptional knowledge of their markets.

Eric Steiner, President of Fairchild, stated: "We are making an opportunistic acquisition of a leading company in a growth market. We will be able to build on the combined assets of Hein Gericke and PoloExpress in developing brands and accessories and Fairchild's know-how in logistics to continue to develop a global leader. This is a growing industry in today's world where safety and quality leisure time are increasingly important factors."

Sales of Hein Gericke, PoloExpress, and IFW for its most recent year ended September 30, 2002, were EUR 277 million, and earnings before interest, tax, and depreciation were EUR 15.7 million, and included a nonrecurring consulting expense of EUR 5.1 million.

About The Fairchild Corporation

The Fairchild Corporation is engaged in the aerospace distribution business which stocks and distributes a wide variety of parts to aircraft operators and aerospace companies providing aircraft parts and services to customers worldwide. The Fairchild Corporation also owns and operates a shopping center located in Farmingdale, New York. Additional information is available on The Fairchild Corporation web site (www.fairchild.com).

This news release may contain forward looking statements within the meaning of Section 27-A of the Securities Act of 1933, as amended, and Section 21-E of the Securities Exchange Act of 1934, as amended. The Company's actual results could differ materially from those set forth in the forward-looking statements, as a result of the risks associated with the Company's business, changes in general economic conditions, and changes in the assumptions used in making such forward-looking statements.