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FAIRCHILD PROPOSES BROAD PLAN FOR RECAPITALIZATION OF SUBSIDIARIES

 FAIRCHILD PROPOSES BROAD PLAN FOR RECAPITALIZATION OF SUBSIDIARIES
 CHANTILLY, Va., April 23 /PRNewswire/ -- The Fairchild Corporation (NYSE: FA) announced today a broad recapitalization plan for its subsidiary, Fairchild Industries, Inc. The plan is designed to complement the recapitalization plan announced on April 17, 1992, by Rex-PT Holdings Inc. and Rexnord Corporation, which are members of the Fairchild group.
 In furtherance of the plan, Fairchild Industries has filed a registration statement with the Securities and Exchange Commission for a public offering of $125 million of Senior Notes due 1999. The senior notes will be redeemable at Fairchild Industries' option on or after Feb. 1, 1997, and will not have any mandatory sinking fund payments. These notes will rank pari passu with Fairchild Industries' existing and future senior indebtedness, and will be secured by a lien on all issued and outstanding common stock of Fairchild Industries and its subsidiary, VSI Corporation, and on all of Fairchild Industries' Series B preferred stock. The collateral will be shared with holders of certain other debt securities. The senior notes will be underwritten by Citicorp Securities Markets, Inc.
 Other anticipated components of the recapitalization plan include an amendment to Fairchild Industries' existing credit agreement and an offer to exchange Fairchild Industries' existing Series A preferred stock for a new Fairchild Industries' Series C preferred stock. The credit agreement amendment, which the company is negotiating with its lenders, will extend the maturities of certain term loans and revolving credit lines and permit payments to service parent company debt. The preferred stock exchange offer will be made only by means of a prospectus, and the company plans to file in the near future a consent solicitation/registration statement relating thereto.
 The Fairchild Corporation is the largest shareholder of Rex-PT Holdings Inc., the parent of Rexnord Corporation, the world's leading manufacturer of mechanical power transmission components for a number of industries. Last week, as part of its recapitalization plan, Rexnord filed registration statements with the SEC for an initial public offering of 8 million shares of common stock and the offering of $150 million of senior notes due 2002, and announced proposed amendments to its bank credit facilities.
 Fairchild is a leading supplier of aerospace and industrial products and communications services.
 A registration statement relating to the senior notes has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 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- 4/23/92
 /CONTACT: John D. Jackson of Fairchild, 703-478-5872/
 (FA) CO: Fairchild Corporation ST: Virginia IN: ARO SU: RCN


PS -- NY135 -- 2176 04/23/92 17:31 EDT
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Publication:PR Newswire
Date:Apr 23, 1992
Words:499
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