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FAIRCHILD INDUSTRIES COMMENCES PREFERRED STOCK EXCHANGE OFFER

 FAIRCHILD INDUSTRIES COMMENCES PREFERRED STOCK EXCHANGE OFFER
 CHANTILLY, Va., July 23 /PRNewswire/ -- The Fairchild Corporation (NYSE: FA) announced today that its subsidiary, Fairchild Industries, Inc. (Fairchild) has commenced an exchange offer for Fairchild's outstanding Series A convertible preferred stock.
 Through the exchange offer, Fairchild is offering one share of its newly issued Series C cumulative preferred stock in exchange for each validly tendered share of its Series A convertible preferred stock. The exchange offer will expire at midnight New York City time, on Aug. 19, 1992, unless extended.
 In the exchange offer, Fairchild will accept for exchange not fewer than 491,531 shares of Series A preferred stock (approximately 50 percent of such shares currently outstanding), and not more than 883,061 shares of Series A preferred stock (approximately 90 percent of such shares currently outstanding). The annual dividend rate on the Series A convertible preferred stock is $3.60 per share; the annual dividend rate on the Series C cumulative preferred stock would be $4.25 per share through July 21, 1999, and $7 per share thereafter. The Series A convertible preferred stock has, and the Series C cumulative preferred stock would have a $45 per share liquidation preference. The Series A convertible preferred stock is currently listed and traded on the New York Stock Exchange (NYSE: FEN PrA) and the Series C cumulative preferred stock has been approved for listing on the same exchange.
 The consummation of the exchange offer is conditioned upon, among other things, the receipt by Fairchild of valid and unrevoked consents of holders of at least a majority of the outstanding shares of Series A convertible preferred stock, approving the issuance of the Series C cumulative preferred stock. If valid and unrevoked consents of holders of at least two-thirds of the outstanding shares of Series A convertible preferred stock are received, shares of Series C cumulative preferred stock issued will rank senior in priority to the shares of Series A convertible preferred stock that are not exchanged, both as to dividends and upon liquidation, dissolution or winding up of Fairchild. If two- thirds consent is not received, but consents of holders of at least a majority of the Series A convertible preferred stock are received, the shares of Series C cumulative preferred stock issued will rank equal in priority to the shares of Series A convertible preferred stock that are not exchanged.
 The number of shares of Series A convertible preferred stock accepted for exchange will be applied by Fairchild against its obligation to redeem annually shares of Series A convertible preferred stock.
 The exchange offer is one component of a broad recapitalization plan for Fairchild, which includes a public offering of $125 million of Fairchild's senior secured notes due 1999 and certain amendments to its existing bank credit facilities.
 D.F. King & Co., Inc., is serving as information agent in connection with the exchange offer. Requests for copies of the prospectus and letter of transmittal should be directed to D.F. King at 77 Water Street, 20th floor, New York, N.Y. 10005 or by calling 800-669-5550. Smith Barney, Harris Upham & Co. Incorporated and the Boston Corporate Finance Group, Inc. are serving as financial advisors to Fairchild in connection with the exchange offer. Questions and requests for information may be directed to Smith Barney at 415-955-1647 or the Boston Corporate Finance Group at 617-482-1144.
 Fairchild is a leading supplier of aerospace and industrial products and communications services.
 The exchange offer will be made only by means of a prospectus, copies of which will be sent to holders of Fairchild's Series A convertible preferred stock today. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 -0- 7/23/92
 /CONTACT: John D. Jackson, Sr. Vice President and Corporate Secretary of Fairchild, 703-478-5872/
 (FA) CO: Fairchild Industries, Inc.; Fairchild Corporation ST: Virginia IN: ARO SU:


KD-PS -- NY116 -- 2827 07/23/92 18:06 EDT
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Publication:PR Newswire
Date:Jul 23, 1992
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