-----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, Gt6hcJm8vIBmfw1V5185sgxgAYoLEWMneQQE/T8QH5hqNsFnObaDlX+G+XVHk2U8 iAa1MTfmBmlkizexNOiIjw== 0000009779-99-000006.txt : 19990217 0000009779-99-000006.hdr.sgml : 19990217 ACCESSION NUMBER: 0000009779-99-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 GROUP MEMBERS: FAIRCHILD CORP GROUP MEMBERS: THE FAIRCHILD CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES CELLULAR INC CENTRAL INDEX KEY: 0000933583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 061386411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46375 FILM NUMBER: 99540498 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 8602582500 MAIL ADDRESS: STREET 1: C/O SHARED TECHNOLOGIES CELLULAR INC STREET 2: 100 GREAT MEADOW ROAD SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 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. 2) SHARED TECHNOLOGIES CELLULAR, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 819487109 (CUSIP Number) Donald E. Miller, Esq. Executive Vice President and General Counsel The Fairchild Corporation 45025 Aviation Drive, Suite 400, Dulles VA 20177-7516 Telephone: 703-478-5800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 3, 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 9 CUSIP No. 819487109 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS The Fairchild Corporation -- IRS EIN 34-0728587 RHI Holdings, Inc. -- IRS EIN 34-1545939 Banner Aerospace, Inc. -- IRS EIN 95-2039311 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 The Reporting Persons are incorporated under the laws of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: The Fairchild Corporation: 750,519 shares* RHI Holdings, Inc.: 0 shares Banner Aerospace, Inc.: 750,519 shares (*Includes shares owned by Banner Aerospace, Inc.) 8. SHARED VOTING POWER: 0 9. SOLE DISPOSITIVE POWER: The Fairchild Corporation: 750,519 shares* RHI Holdings, Inc.: 0 shares Banner Aerospace, Inc.: 750,519 shares (*Includes shares owned by Banner Aerospace, Inc.) 10. SHARED DISPOSITIVE POWER: 0 PAGE 2 OF 9 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Fairchild Corporation: 750,519 shares* RHI Holdings, Inc.: 0 shares Banner Aerospace, Inc.: 750,519 shares (*Includes shares owned by Banner Aerospace, Inc.) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): The Fairchild Corporation: 9.97%* RHI Holdings, Inc.: 0 Banner Aerospace, Inc.: 9.97% (*Includes shares owned by Banner Aerospace, Inc.) 14. TYPE OF REPORTING PERSON: CO PAGE 3 OF 9 Item 1. Security and Issuer. This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D (the "Original 13D Filing") filed with the Securities and Exchange Commission on January 21, 1997 (amended on February 19, 1997), with respect to the common stock, par value $.01 per share (the "Common Stock") of Shared Technologies Cellular, Inc., a Delaware corporation ("Issuer"). The principal executive offices of Issuer are located at 100 Great Meadow Road, Wethersfield, CT 06109. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Original 13D Filing. Other than as set forth herein, there has been no material change in the information set forth in the Original 13D Filing. Item 2. Identity and Background. This statement is filed by The Fairchild Corporation ("Fairchild"), RHI Holdings, Inc. ("RHI Holdings") and Banner Aerospace, Inc. ("Banner"), each a Delaware corporation. The principal executive offices of the Fairchild and RHI Holdings are located at 45025 Aviation Drive, Suite 400, Dulles, VA 20166- 7516. The principal executive offices of Banner are located at 45025 Aviation Drive, Suite 300, Dulles, VA 20166-7556 Fairchild is a publicly held company, traded on the New York and Pacific Stock Exchange, under the symbol FA. Fairchild beneficially owns (directly or indirectly) 100% of RHI Holdings' common stock and approximately 85.43% of Banner's common stock. Fairchild's principal activities include Fairchild Fasteners, a worldwide manufacturer of advanced aerospace fastening devices, an 85.43% beneficial ownership interest in Banner, and Fairchild Technologies, a manufacturer of semiconductor equipment and optical disc equipment. RHI Holdings is a wholly-owned subsidiary of Fairchild. Banner is a distributor of aircraft rotables and engines. It's common stock trades on the New York Stock Exchange, under the symbol BAR. PAGE 4 OF 9 Exhibit A of the Original Schedule 13D Filing 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 RHI Holdings and each executive officer and director of Fairchild. There has been no material change in the information incorporated under Exhibit A of the Original Schedule 13D Filing. Exhibit A of this Amendment No. 2 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. The business address of each executive officer and director of the reporting persons is c/o The Fairchild Corporation, 45025 Aviation Drive, Suite 400, Dulles, VA 20166-7516, Attention: General Counsel. 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 5. Interest in Securities of the Issuer. Item 5 of the Original 13D Filing is hereby amended by adding the following: (a) The Original 13D Filing (as amended on February 19, 1997), indicated that RHI Holdings owned 500,000 shares of Issuer Common Stock, and Warrants to purchase 500,000 shares of Issuer Common Stock. PAGE 5 OF 9 On April 17, 1998, pursuant to mandatory conversion terms of the Warrants, the Warrants were converted by the Issuer into 250,519 shares of Issuer Common Stock. As a result of such conversion, RHI Holdings held an aggregate of 750,510 shares of Issuer Common Stock. On February 3, 1999, RHI Holdings assigned all of its interest in the Issuer Common Stock to Banner, at a consideration of $9 per share. As a result of the transactions described above, RHI Holdings holds no shares in the Issuer; Banner holds 750,510 shares of Issuer Common Stock; and Fairchild has beneficial ownership of the 750,510 shares of Issuer Common Stock owned by Banner. Issuer's report on Form 10Q filed on November 11, 1998, states that there are 7,525,352 shares of Issuer Common Stock outstanding. Based on such number, the 750,510 shares owned by Banner (also deemed beneficially owned by Fairchild) constitute approximately 9.97% of the issued and outstanding shares of Issuer's Common Stock. (b) The information required by this paragraph is set forth in tabular form in Numbered Paragraphs 7 through 11 on Pages 2 and 3 of this Schedule. Disclaimer of Beneficial Ownership By Jeffrey Steiner. Jeffrey Steiner may be deemed the beneficial owner of 28.96% of Fairchild's Class A Common Stock (including shares owned by his affiliates). He is also the Chairman of the Board and CEO of Fairchild and Banner. 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. (c) No applicable (d) Not applicable. (e) Not applicable. PAGE 6 OF 9 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. February 16, 1999 THE FAIRCHILD CORPORATION By: Donald E. Miller Executive Vice President, General Counsel and Secretary RHI HOLDINGS, INC. By: Donald E. Miller Vice President and Secretary BANNER AEROSPACE, INC. By: Warren Persavich Senior Vice President and COO PAGE 7 OF 9 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 Issuer Common Stock: 0. STEVEN L. GERARD Citizenship: USA. Director of Banner Aerospace. Beneficial Ownership of Issuer Common Stock: 0. CHARLES M. HAAR Citizenship: USA. Director of Banner Aerospace. Professor of law at Harvard University. Beneficial Ownership of Issuer 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 Issuer 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 Issuer Common Stock: 0. PAGE 8 OF 9 WARREN D. PERSAVICH Citizenship: USA. Director, Senior Vice President and Chief Operating Officer of Banner Aerospace. Beneficial Ownership of Issuer 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 Issuer 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 Issuer 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 Issuer Common Stock: 0. Eugene W. Juris Citizenship: USA. Vice President and Chief Financial Officer of Banner Aerospace. Beneficial Ownership of Issuer Common Stock: 0. Bradley T. Lough Citizenship: USA. Treasurer and Secretary of Banner Aerospace. Beneficial Ownership of Issuer Common Stock: 0. PAGE 9 OF 9 -----END PRIVACY-ENHANCED MESSAGE-----