STOCK PERFORMANCE GRAPHS
The following stock performance graph does not constitute solicitation
material and is not considered filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, unless we state otherwise.
COMPARISON TO S&P 600 SMALLCAP INDEX/S&P 600 SMALLCAP AEROSPACE/DEFENSE INDEX:
The following graph compares the performance of the Company's Class A Stock
with that of the S&P 600 Smallcap Index and the S&P Smallcap Aerospace/Defense
Index (consisting of five aerospace/defense manufacturers). The graph plots the
growth in value of an initial $100 investment over the indicated five year
period with all dividends reinvested.
Research Data Group Peer Group Total Return Worksheet
FAIRCHILD CORP
Cumulative Total Return
-------------------------------
---------------
6/96 6/97 6/98 6/99 6/00 6/01
FAIRCHILD CORPORATION 100.00 123.08 138.03 87.18 33.33 47.93
S & P SMALLCAP 600 100.00 121.69 145.37 147.81 169.08 187.87
S & P SMALLCAP 600 AEROSPACE/DEFENSE COMPANIES 100.00 138.17 191.76 158.58 91.82 137.20
[End of file]
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STOCK OWNERSHIP
The following table shows the number of shares beneficially owned (as of
August 31, 2001) by:
. each person who we know beneficially owns more than 5% of the common
stock;
. each director;
. each executive officer named in the Summary Compensation Table; and
. the directors and executive officers as a group.
Number of Shares Percent Number of Shares Percent
Name of Class A Stock (1) of Class of Class B Stock (1) of Class
---- -------------------- -------- -------------------- --------
Michael T. Alcox 40,470 * 600 *
Melville R. Barlow 34,000(2) * -- --
Mortimer M. Caplin 126,364(2) * -- --
Philip David 43,856(2) * -- --
Dimensional Fund
Advisors Inc. 1,894,829(3) 8.41% -- --
Robert E. Edwards 1,126,595 5.00% -- --
John L. Flynn 66,496(2)(4) * -- --
Gabelli Funds, LLC 2,444,029(3) 10.85% -- --
Steven L. Gerard 32,818(2) * -- --
Harold J. Harris 81,230(2) (4) * -- --
Daniel Lebard 49,356(2) * -- --
Donald E. Miller 136,793(2) (4) * -- --
Herbert S. Richey 35,730(2) * -- --
Eric I. Steiner 433,396(2) (4) 1.90% 15,000 *
Jeffrey J. Steiner 7,116,479(2) (6) 27.40% 2,938,996(6) 98.08%
The Steiner Group LLC 6,102,684(3) (5) 23.99% 2,908,996(5) 97.08%
All directors and
executive officers as a
group (15 persons) 9,482,482(2) (7) 35.67% 2,954,596(7) 98.60%
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* Represents less than one percent.
(1) The Class A Stock Column includes shares of Class B Stock, which are
immediately convertible into Class A Stock on a share-for-share basis.
Options that are exercisable immediately or within sixty days after August
31, 2001 appear in the Class A Stock column. Outstanding warrants are
exercisable into shares of either Class A Stock or Class B Stock and
appear in both the Class A Stock and Class B Stock columns.
(2) Includes exercisable stock options to purchase Class A Stock, as follows:
M. Barlow, 34,000 shares; M. Caplin, 6,000 shares; P. David, 6,000 shares;
J. Flynn, 36,250 shares; H. Harris, 6,000 shares; D. Lebard, 34,000
shares; D. Miller, 78,750 shares; H. Richey, 6,000 shares; S. Gerard,
14,018 shares; E. Steiner, 261,011 shares; J. Steiner, 502,997 shares;
Directors and Executive Officers as a group, 1,104,302 shares.
(3) Based on the following information:
Dimensional Fund Advisors Inc., 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401. Information as of December 31, 2000, contained in a
Schedule 13G filed on February 2, 2001 with the SEC by Dimensional Fund
Advisors, Inc.
Gabelli Funds, LLC, One Corporate Center, Rye, NY 10580-1434. Information
contained in a Schedule 13D/A-9, filed on June 5, 2001 with the SEC by
Gabelli Funds, Inc.
The Steiner Group LLC, c/o Faust Rabbach Oppenheim LLP, 488 Madison Avenue,
New York, NY 10022. Information provided to the Company by the shareholder.
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(4) Includes shares beneficially owned, as follows: H. Harris--24,768 shares
of Class A Stock owned by the Boston Private Profit-Sharing Plan and 7,500
shares held by his wife. D. Miller--300 shares of Class A Stock owned by
Mr. Miller as custodian for his child; Mr. Miller disclaims any beneficial
interest therein. E. Steiner--30,000 shares of Class A Stock held in The
Steiner Children's Trust; 12,115 shares held in 401k Savings Plan; and
10,000 shares held in the E&P Steiner Family Investment LLC. J. Flynn--
5,878 shares held in 401k Savings Plan.
(5) The Steiner Group LLC is a Delaware limited liability company. Jeffrey J.
Steiner is its sole manager. The members are Jeffrey J. Steiner (with a
20% membership interest), and The Jeffrey Steiner Family Trust (with an
80% membership interest). The Jeffrey Steiner Family Trust is a trust
created for the benefit of the issue of Jeffrey J. Steiner. The Steiner
Group LLC holds 3,193,688 shares of Class A Stock, 2,533,996 shares of
Class B Stock, and 375,000 Warrants. 1,100,000 shares of Class B Stock
owned by The Steiner Group LLC have been pledged to banks as collateral
for loans to Jeffrey Steiner. All 3,193,688 shares of Class A Stock owned
by The Steiner Group LLC have been pledged to Bank of America together
with other personal property as collateral for a line of credit and
personal loans to Mr. Steiner.
(6) Mr. Jeffrey Steiner, c/o The Fairchild Corporation, 45025 Aviation Drive,
Suite 400, Dulles, VA 20166. Mr. Steiner is the sole manager of The
Steiner Group LLC, and as such may be deemed to beneficially own the same
shares of Class A Stock and Class B Stock owned directly or beneficially
by The Steiner Group LLC, as discussed in footnote (5) to this table.
Class A Stock shown in the table as owned by Mr. Steiner includes: (i)
6,102,684 shares owned by The Steiner Group LLC (see footnote (5)); (ii)
437,254 shares owned of record by Mr. Steiner; (iii) exercisable stock
options to purchase 502,997 shares of Class A Stock (see footnote (2));
(iv) 38,500 shares of Class A Stock owned by Mr. Steiner as custodian for
his children; (v) 30,000 shares of Class B Stock (convertible on a one-to-
one basis to Class A Stock) owned by Mr. Steiner as custodian for his
children; (vi) 2,400 shares of Class A Stock owned by the Jeffrey Steiner
Family Foundation; and (vii) 2,644 shares of Class A Stock held in his 401k
Savings Plan.
71,700 shares of Class A Stock owned by Mr. Steiner have been pledged as
collateral to Bank of America.
Class B Stock shown in the table as owned by Mr. Jeffrey Steiner include:
(i) 2,533,996 shares and 375,000 Warrants owned by The Steiner Group LLC
(see footnote (5)); and (ii) 30,000 shares of Class B Stock owned by Mr.
Steiner as custodian for his children.
Mr. Steiner disclaims beneficial ownership of shares owned by The Steiner
Group LLC, the Jeffrey Steiner Family Foundation, and shares owned by him
as custodian for his children.
(7) Includes warrants as described in footnotes (1), (5) and (6) above.
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CERTAIN TRANSACTIONS
. The Company occasionally uses a chartered helicopter owned by an affiliate
of Mr. Jeffrey Steiner. Cost for such flights charged to the Company for
business related travel are comparable to those charged in arm's length
transactions between unaffiliated third parties. Total amount paid by the
Company in fiscal 2001 for such helicopter was approximately $200,000.
. Jeffrey Steiner has a minority ownership interest in Mulberry Phosphates,
Inc. Mulberry subleased from Fairchild approximately 1,650 square feet in
Fairchild's New York office, at a rental equal to the rent paid by
Fairchild to the prime landlord for such space. Due to financial
difficulties, Mulberry failed to make rental payments to Fairchild under
the sublease and has been evicted.
. Pursuant to the Company's officer and director loan program, the Company
has made loans to certain key employees and directors, to be used by such
employees to purchase Fairchild Class A Common Stock. The amount of such
loans to officers and directors in fiscal 2001, and the outstanding balance
(as of June 30, 2001) of all loans to officers and directors under the
stock purchase loan program, are as follows:
Stock Purchase Outstanding Balance
Loans Made in of all Stock Purchase
Fiscal 2001 Loans as of 6/30/01
-------------- ---------------------
Mortimer Caplin....................... $ 0 $ 105,971
Philip David.......................... 0 105,898
John Flynn............................ 0 174,678
Steven Gerard......................... 99,377 99,377
Harold Harris......................... 0 105,898
Natalia Hercot (daughter of J.
Steiner)............................. 0 167,398
Daniel Lebard......................... 0 105,898
Donald Miller......................... 0 220,178
Warren Persavich...................... 0 174,678
Herbert Richey........................ 0 105,963
Eric Steiner.......................... 0 220,178
Jeffrey Steiner....................... 0 174,678
------- ----------
Total................................. $99,377 $1,760,793
======= ==========
All such loans are non-interest bearing, have maturity dates ranging from 1
1/2 to 4 years, and become due and payable immediately upon the termination
of employment (for senior management) or director affiliation (for a
director).
. Eric Steiner (son of Jeffrey Steiner) is an executive officer of the
Company. His compensation is set forth in the compensation table of the
proxy statement. Natalia Hercot (daughter of Jeffrey Steiner) is a Vice
President of the Company, for which she was compensated $193,000 in fiscal
2001. Thierry Steiner (son of Jeffrey Steiner) is an employee of the
Company, for which he was compensated $67,000 in fiscal 2001.
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