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

January 5, 2004

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 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 press release. These risks include: our ability to find, finance, 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 filing, even if new information, future events or other circumstances have made them incorrect or misleading.

ITEM 5. OTHER EVENTS AND FD DISCLOSURE

On January 5, 2004, The Fairchild Corporation issued a press release announcing the purchase of additional interest in PoloExpress and the financing of its shopping center in Farmingdale, New York.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(C)     Exhibits.

99 Press Release dated January 5, 2004, regarding the acquisition of additional interest in PoloExpress and the financing of Fairchild Airport Plaza.

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: January 6, 2004

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 ACQUIRES POLOEXPRESS AND FINANCES AIRPORT PLAZA

Dulles, Virginia (January 5, 2004) — The Fairchild Corporation (NYSE: FA), announced today that on January 2, 2004, its German subsidiary closed on the acquisition of PoloExpress. The purchase price was EUR 15.0 million. Mr. Klaus Esser will retain a 7.5% ownership interest in PoloExpress, but Fairchild has the right to call this interest at any time between March 2007 and October 2008 for a purchase price of EUR 12.3 million. Mr. Esser has a right to put to Fairchild his 7.5% interest at any time during April 2008 for EUR 12.0 million. On January 2, 2004, Fairchild provided a EUR 12.0 million bank guaranty as security for the exercise of the put.

On December 26, 2003, a Fairchild subsidiary closed on a $55.0 million nonrecourse, 10-year financing of its Airport Plaza shopping center in Farmingdale, New York. The interest rate is fixed at 6.20% for the term of the loan. The lender was Column Financial, a subsidiary of Credit Suisse First Boston, LLC. The loan proceeds will be used to finance acquisitions.

About The Fairchild Corporation

The Fairchild Corporation is engaged in the design, manufacture and sale of protective clothing, helmets and technical accessories for motorcyclists in Europe and the United States; and in aerospace distribution businesses which stock and distribute a wide variety of parts to aircraft operators and aerospace customers 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 website (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.