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

December 21, 2005
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.)

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)

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; worldwide political instability and economic growth; military conflicts, including terrorist activities; infectious diseases; and the impact of any economic downturns and inflation.

If one or more of these and other 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 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 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

        On December 21, 2005, Republic Thunderbolt, LLC (an indirect, wholly-owned subsidiary of The Fairchild Corporation), entered into a Purchase and Sale Agreement for the sale of Airport Plaza. Airport Plaza is a shopping center located in Farmingdale, NY. The buyer is KRC Acquisition, Inc., acting on behalf of a joint venture between an affiliate of Kimco Realty Corporation (NYSE: KIM), and an investment fund managed by a major investment bank. The net purchase price is approximately $41.1 million, plus certain increases in the purchase price in the event the closing takes place after February 11, 2006. As a condition to closing, the Buyer shall either assume or defease the existing mortgage loan on Airport Plaza. The outstanding principal balance on the mortgage loan as of today is approximately $53.8 million. The closing is subject to other customary conditions, such as obtaining estoppel certificates from major tenants and the occurrence of no material adverse changes to the property occurring from the date hereof through the closing date. The closing is expected to take place not earlier than February 11, 2006 and no later than June 15, 2006. In connection with the agreement, the buyer has placed a deposit in the amount of $4.75 million.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

99   Press Release Dated December 22, 2005, regarding the Company's agreement to sell its shopping center.

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: December 22, 2005

                                THE FAIRCHILD CORPORATION

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

EX-99

For Immediate Release
Contact: Donald E. Miller
Executive Vice President
703-478-5945

THE FAIRCHILD CORPORATION AGREES TO SELL ITS SHOPPING CENTER FOR $95 MILLION

McLean, Virginia (December 22, 2005) — The Fairchild Corporation (NYSE:FA) announced today that its affiliate, Republic Thunderbolt, L.L.C., has signed a definitive agreement to sell its Farmingdale, New York, power shopping center, Airport Plaza, to KRC Acquisition Corp., acting on behalf of a joint venture comprised of Kimco Realty Corporation (NYSE:KIM) and a fund managed by a major investment bank, for approximately $95 million. The purchaser has agreed to deposit into escrow $4.75 million to ensure its obligations and to seek the approval of the Company’s mortgage lender to assume its existing mortgage loan of approximately $53.8 million, or to defease the loan. The closing will take place following purchaser’s obtaining consent of the mortgage lender to its loan assumption, which could occur as early as February 2006. If the loan is defeased, the transaction may not close until as late as July 2006. The sale does not include several other undeveloped parcels of real estate the Company owns in the Town, the largest of which is under contract of sale to the market chain, Stew Leonards. The Company decided to sell the shopping center to enhance its financial flexibility, allowing it to invest in existing operations or pursue other opportunities.

        Jeffrey Steiner, the Company’s Chairman and CEO stated: “Our shopping center, Airport Plaza, was built on the site where Republic Aviation and later Fairchild Industries constructed some of the most famous military aircraft in our nation’s history. By the mid-90s, those factories were an abandoned and decaying eye sore. It was our vision to change that and contribute to the economic well being and growth of Central Long Island, and in particular, the Town of Babylon. This power center, which we are now selling for $95 million, is a testament to our vision.”

About The Fairchild Corporation:

Fairchild’s business consists of three segments: sports and leisure, aerospace, and real estate operations. The Company is listed on the New York and Pacific stock exchanges with the symbol “FA.” Additional information is available on The Fairchild Corporation web site (www.fairchild.com).