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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
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·
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No
Obligation to Tender. The Special Committee considered
that there is no obligation on behalf of any shareholder to tender
and
that each shareholder could make an independent judgment of whether
to
maintain its interest in the Company or to reduce or eliminate its
interest in the Company by participating in the Offer based on all
available information.
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·
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Limited
Trading Volume in the Shares. The Special Committee
considered that there is limited trading volume in the Shares and
the
Offer allows shareholders to realize, possibly prior to year end,
a
purchase price for a substantial number of Shares they may not be
able to
obtain in the open market.
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·
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Offer
Price Represents a Premium to Pre-Announcement Trading
Price. The Special Committee considered recent and
historical market prices for the Shares and noted that the Offer
Price
represented a premium of approximately 20% over the closing price
of the
Shares on the New York Stock Exchange on November 12, 2007, the day
before
Phoenix announced its intent to commence the
Offer.
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·
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Sufficient
Trading Volume after the Offer. The Special Committee
considered that after giving effect to the Offer there would be a
significant number of Shares outstanding and that, depending upon
the size
of the holdings tendered by each shareholder, the trading volume
of the
Shares should not be materially adversely affected though there can
be no
assurance that after giving effect to the Offer there will be more
than
300 record holders.
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·
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Investment
Intent of Purchasers and the Steiner Family. The Special
Committee took into consideration that Mr. Steiner, the Company’s Chief
Executive Officer and Chairman of the Board of Directors represented
to
the Special Committee that neither he nor his family and affiliates
have
any intention, arrangement, agreement or understanding with Phoenix
or its
affiliates with respect to purchasing shares, taking the Company
private,
“going dark”, or pursuing a change of control transaction involving the
Company. The Special Committee also had a meeting with Mr.
Sassower at which he stated that he had no intention of taking the
Company
private, making the Company “go dark”, or pursuing a change of
control transaction with respect to the
Company.
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·
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Phoenix
may be a source of additional future capital to the
Company. The Special Committee took into consideration
that as a potential significant shareholder in the Company, Phoenix
may be
a provider of capital to the Company in the
future.
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·
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Consummation
of Offer may affect the Company’s “NOL’s”. The Special
Committee took into consideration that the consummation of the Offer
may
reduce the Company’s
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net
operating losses in the United States and certain foreign jurisdictions,
though it is difficult to evaluate the significance of such
reduction.
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·
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Preserved
Ability to Change Recommendation. The Special Committee considered
the fact that the Special Committee can change its position and make
a
recommendation with respect to the Offer at a later time prior to
the
expiration of the Offer, including if there is a change of events
or
circumstances or additional information comes to the attention of
the
Special Committee. The Special Committee considered that the
Company’s stockholders would have withdrawal rights as provided in the
Offer and could withdraw Shares tendered in the Offer prior to the
expiration of the Offer if they so desire to do so based on any changes
to
the Special Committee’s position with respect to the Offer or
otherwise.
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(a)(1)(i)
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Phoenix’s
Offer to Purchase, dated November 19, 2007 (incorporated by reference
to
Exhibit (a)(1) to the Schedule TO filed by Phoenix with the SEC on
November 19, 2007).
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(a)(1)(ii)
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Letter
of Transmittal (incorporated by reference to Exhibit (a)(2) to the
Schedule TO filed by Phoenix with the SEC on November 19,
2007).
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(e)(1)
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The
Company’s Proxy Statement filed on Schedule 14A with the SEC on January
27, 2006.
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(e)(2)
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The
Company’s Form 10-K for fiscal year ended September 30, 2006 filed with
the SEC on August 13, 2007.
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(e)(3)
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The
Company’s Form 8-K filed with the SEC on August 7, 2006.
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(e)(4)
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The
Company’s Form 8-K filed with the SEC on September 21, 2006.
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(e)(5)
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The
Company’s Form 8-K filed with the SEC on December 5, 2006.
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THE
FAIRCHILD CORPORATION
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By:
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/s/
Donald E. Miller
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Name:
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Donald
E. Miller
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Title:
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Executive
Vice President, Secretary
and
General Counsel
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