SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 26)
The Fairchild Corporation
(Name of Issuer)
Class A Common Stock $0.10 Par Value Per Share
(Title of Class of Securities)
303698104
(CUSIP Number)
James E. McKee
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 31, 2006
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, LLC I.D. NO.
13-4044523
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,101,400 (Item 5)
8
SHARED VOTING POWER
NONE
9
1,101,400 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,400 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.87%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Asset Management Inc.
I.D. NO. 13-4044521
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
2,521,617 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
2,798,116 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,116 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.38%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MJG Associates, Inc.
I.D. NO.
06-1304269
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
OO-Client funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
75,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
75,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,000 (Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Securities, Inc.
I.D. NO.
13-3379374
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Client Funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
6,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
6,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO, IA
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli & Company, Inc.
I.D. NO.
13-2885006
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
100 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
100 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD, CO
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Advisers, Inc.
I.D. NO.
13-4008049
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 - Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
140,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
140,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GGCP, Inc.
I.D. NO. 13-3056041
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc.
I.D. NO.
13-4007862
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 303698104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
This Amendment No. 26 to Schedule 13D on the Class A Common Stock
of The Fairchild Corporation (the "Issuer") is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which
was originally filed on December 29, 1997. Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meanings as set forth in the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario
Gabelli") and various entities which he
directly or indirectly controls or for which he acts as chief investment
officer. These entities, except for Lynch Corporation ("Lynch") and Lynch
Interactive Corporation ("Interactive"), engage in various aspects of the
securities business, primarily as investment adviser to various institutional
and individual clients, including registered investment companies and pension
plans, and as general partner of various private investment partnerships.
Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more
than 5% of a class of a particular issuer. Although several of the foregoing
persons are treated as institutional investors for purposes of reporting their
beneficial ownership on the short-form Schedule 13G, the holdings of those who
do not qualify as institutional investors may exceed the 1% threshold presented
for filing on Schedule 13G or implementation of their investment philosophy may
from time to time require action which could be viewed as not completely
passive. In order to avoid any question as to whether their beneficial
ownership is being reported on the proper form and in order to provide greater
investment flexibility and administrative uniformity, these persons have
decided to file their beneficial ownership reports on the more detailed
Schedule 13D form rather than on the short-form Schedule 13G and thereby to
provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of
the following persons: GGCP, Inc. formerly known as Gabelli Group Capital
Partners, Inc. ("GGCP"), GAMCO Investors, Inc. formerly known as Gabelli Asset
Management Inc. ("GBL"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Asset
Management Inc. formerly known as GAMCO Investors, Inc. ("GAMCO"), Gabelli
Advisers, Inc. ("Gabelli Advisers"), Gabelli Securities, Inc. ("GSI"), Gabelli
& Company, Inc. ("Gabelli & Company"), MJG Associates, Inc. ("MJG Associates"),
Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, Lynch, and Interactive.
Those of the foregoing persons signing this Schedule 13D are hereafter referred
to as the "Reporting Persons".
GGCP makes investments for its own account and is the parent
company of GBL. GBL, a public company listed on the New York Stock Exchange,
is the parent company for a variety of companies engaged in the securities
business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser
registered under the Investment Advisers Act of 1940, as amended ("Advisers
Act"). GAMCO is an investment manager providing discretionary managed account
services for employee benefit plans, private investors, endowments, foundations
and others.
GSI, a majority-owned subsidiary of GBL, is an investment adviser
registered under the Advisers Act.
GSI acts as a general partner or investment manager to limited partnerships and
offshore investment companies and as a part of its business may purchase or
sell securities for its own account. It is the immediate parent of Gabelli &
Company. GSI is the Investment Manager of Gabelli Associates Fund, Gabelli
Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and
Gabelli Multimedia Partners, L.P. GSI and Marc Gabelli own 45% and 55%,
respectively, of Gabelli Securities International Limited ("GSIL"). GSIL
provides investment advisory services to offshore funds and accounts. GSIL is
an investment advisor of Gabelli International Gold Fund Limited, Gabelli
European Partners, Ltd., and Gabelli Global Partners, Ltd.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-
dealer registered under the Securities Exchange Act of 1934, as amended ("1934
Act"), which as a part of its business regularly purchases and sells securities
for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited
liability company. Gabelli Funds is an investment adviser registered under the
Advisers Act which presently provides discretionary managed account services
for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth
Fund, The Gabelli Convertible and Income Securities Fund, Inc., The Gabelli
Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income
Fund, The Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, Gabelli
Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli Global
Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli International
Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust,
The Gabelli Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli
Blue Chip Value Fund, The Gabelli Mathers Fund, The Gabelli Woodland Small Cap
Value Fund, The Comstock Capital Value Fund, The Comstock Strategy Fund, The
Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust,
The Gabelli Global Gold, Natural Resources, & Income Trust (collectively, the
"Funds"), which are registered investment companies.
Gabelli Advisers, a subsidiary of GBL, is an investment adviser
which provides discretionary advisory services to The Gabelli Westwood Mighty
Mitessm Fund.
MJG Associates provides advisory services to private investment
partnerships and offshore funds. Mario Gabelli is the sole shareholder,
director and employee of MJG Associates. MJG Associates is the Investment
Manager of Gabelli International Limited, Gabelli International II Limited,
Gabelli Performance Partnership, and Gabelli Fund, LDC.
The Foundation is a private foundation. Mario Gabelli is the
President, a Trustee and the
Investment Manager of the Foundation.
Lynch is a public company traded on the American Stock Exchange
engaged in manufacturing. Interactive is a public company listed on the
American Stock Exchange and is a holding company with operating subsidiaries
engaged primarily in the rural telephone industry. Lynch and Interactive
actively pursue new business ventures and acquisitions. Lynch and Interactive
make investments in marketable securities to preserve capital and maintain
liquidity for financing their business activities and acquisitions and are not
engaged in the business of investing, reinvesting, or trading in securities.
Mario J. Gabelli is a director, officer and a substantial shareholder of
Interactive and a substantial shareholder of Lynch.
Mario Gabelli is the majority stockholder and Chairman of the Board
of Directors and Chief Executive Officer of GGCP and GBL. GGCP is the majority
shareholder of GBL. GBL, in turn, is the sole stockholder of GAMCO. GBL is
also the majority stockholder of GSI and the largest shareholder of Gabelli
Advisers. Gabelli & Company is a wholly-owned subsidiary of GSI.
The Reporting Persons do not admit that they constitute a group.
GGCP, GBL, GAMCO, and Gabelli & Company are New York corporations
and GSI and Gabelli Advisers are Delaware corporations, each having its
principal business office at One Corporate Center, Rye, New York 10580.
Gabelli Funds is a New York limited liability company having its principal
business office at One Corporate Center, Rye, New York 10580. MJG Associates
is a Connecticut corporation having its principal business office at 140
Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation
having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.
Lynch is an Indiana corporation having its principal business office at 50
Kennedy Plaza, Suite 1250, Providence, Rhode Island 02903. Interactive is a
Delaware corporation having its principal place of business at One Corporate
Center, Rye, New York 10580.
For information required by instruction C to Schedule 13D with
respect to the executive officers and directors of the foregoing entities and
other related persons (collectively, "Covered Persons"), reference is made to
Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 to Schedule 13D is amended, in pertinent part, as follows:
The Reporting Persons used an aggregate of approximately $220,992
to purchase the
Securities reported as beneficially owned in Item 5. GAMCO and Gabelli Funds
used approximately $46,365 and $169,747, respectively, of funds that were
provided through the accounts of certain of their investment advisory clients
(and, in the case of some of such accounts at GAMCO, may be through borrowings
from client margin accounts) in order to purchase the Securities for such
clients. Gabelli Advisers used approximately $4,880 of client funds to
purchase the Securities reported by it.
Item 4. Purpose of Transaction
Item 4 to Schedule 13D is amended, in pertinent part, as follows:
On January 31, 2005, Mario Gabelli sent a letter to the Issuer's
Chairman and Chief Executive Officer. A copy of the letter is attached hereto
as Exhibit A.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D
relates is 4,120,616 shares, representing 18.23% of the 22,604,761 shares
outstanding as reported in the Issuer's most recently filed Form 10-Q for the
quarter ended June 30, 2005. The Reporting Persons beneficially own those
Securities as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
GAMCO
1,101,400
2,798,116
4.87%
12.38%
Gabelli Advisers
MJG Associates
140,000
75,000
0.62%
0.33%
GSI
Gabelli & Company
6,000
100
0.03%
0.00%
Mario Gabelli
0
0.00%
Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons. GSI is deemed
to have beneficial ownership of the Securities beneficially owned by Gabelli &
Company. GBL and GGCP are deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons other than Mario
Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole
power to vote or direct the vote and sole power to dispose or to direct the
disposition of the Securities reported for it, either for its own benefit or
for the benefit of its investment clients or its partners, as the case may be,
except that (i) GAMCO does not have the authority to vote 276,499 of the
reported shares, (ii) Gabelli Funds has sole dispositive and voting power with
respect to the shares of the Issuer held by the Funds so long as the aggregate
voting interest of all joint filers does not exceed 25% of their total voting
interest in the Issuer and, in that event, the Proxy Voting Committee of each
Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy
Voting Committee of each such Fund may take and exercise in its sole discretion
the entire voting power with respect to the shares held by such fund under
special circumstances such as regulatory considerations, and (iv) the power of
Mario Gabelli, GBL, and GGCP is indirect with respect to Securities
beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities
which were effected during the past sixty days or since the most recent filing
on Schedule 13D, whichever is less, by each of the Reporting Persons and
Covered Persons is set forth on Schedule II annexed hereto and incorporated
herein by reference.
(e) Not applicable.
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.
Dated: February 3, 2006
GGCP, INC.
MARIO J. GABELLI
MJG ASSOCIATES, INC.
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI SECURITIES, INC.
GABELLI ADVISERS, INC.
GAMCO INVESTORS, INC.
GABELLI FUNDS, LLC
GABELLI & COMPANY, INC.
By:/s/ James E. McKee
James E. McKee
Secretary or Assistant Secretary
GAMCO ASSET MANAGEMENT INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive officers and
directors of the undersigned: his name; his business address; his
present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted. Unless otherwise specified,
the principal employer of each such individual is GAMCO Asset
Management, Inc., Gabelli Funds, LLC, Gabelli & Company, Inc., or
GAMCO Investors, Inc., the business address of each of which is One
Corporate Center, Rye, New York 10580, and each such individual
identified below is a citizen of the United States. To the
knowledge of the undersigned, during the last five years, no such
person has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), and no such person was
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he 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 law or finding any violation with respect to such
laws except as reported in Item 2(d) of this Schedule 13D.
GGCP, Inc.
Directors:
Vincent J. Amabile
Mario J. Gabelli
Business Consultant
Chairman and Chief Executive Officer of GGCP,
Inc., and GAMCO Investors, Inc.; Director/Trustee
of all registered investment companies advised by
Gabelli Funds, LLC; Chief Executive Officer of
Lynch Interactive Corporation.
Charles C. Baum
Douglas R.
Jamieson
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
See below
Arnold M. Reichman
Business Consultant
Marc J. Gabelli
Chairman of Lynch Corporation
Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Henry Kiernan
Vice President, Chief Financial Officer and
Secretary
GAMCO Investors, Inc.
Directors:
Edwin L.
Artzt
Raymond C.
Avansino, Jr.
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Mario J. Gabelli
John D.
Gabelli
See above
Senior Vice President
John C. Ferrara
See below
Karl Otto Pohl (1)
Robert S.
Prather
Frederic V.
Salerno
Vincent S.
Tese
Alan C.
Heuberger
Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Former Vice Chairman and Chief Financial Officer
Verizon Communications
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167
Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Douglas R. Jamieson
Henry G. Van der Eb
Michael R. Anastasio,
Jr.
President and Chief Operating Officer
Senior Vice President
Vice President and Chief Financial Officer
James E. McKee
Vice President, General Counsel and Secretary
GAMCO Asset Management Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler,
Jr.
Regina M. Pitaro
F. William Scholz, II
William S. Selby
Officers:
Mario J. Gabelli
Chief Investment Officer
Joseph R. Rindler,
Jr.
Chairman
Douglas R. Jamieson
Michael R.
Anastasio, Jr.
President and Chief Operating Officer
Vice President and Chief Financial Officer
Gabelli Funds, LLC
Officers:
Mario J. Gabelli
Chief Investment Officer
Bruce N. Alpert
Executive Vice President and Chief Operating
Officer
James E. McKee
Secretary
Gabelli Advisers, Inc.
Directors:
Bruce N. Alpert
Michael R. Anastasio
Douglas R.
Jamieson
Joseph R. Rindler.
Jr.
Officers:
Bruce N. Alpert
Chief Operating Officer
James E. McKee
Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Joseph R. Rindler,
Jr.
Douglas R.
Jamieson
F. William
Scholz, II
See above
President and Chief Operating Officer
See above
Officers:
Douglas R. Jamieson
Michael R.
Anastasio
James E. McKee
See above
Vice President and Chief Financial Officer
Assistant Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III
Chairman & Interim President
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
Officers:
James G. Webster, III
Chairman & Interim President
Bruce N. Alpert
Vice President - Mutual Funds
James E. McKee
Secretary
Lynch Corporation,
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830
Directors:
E. Val Cerutti
Business Consultant, Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Avrum Gray
Marc J. Gabelli
John C. Ferrara
Anthony R.
Pustorino
Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605
Chairman
President and Chief Executive Officer
Professor Emeritus
Pace University
1 Martine Avenue
White Plains, NY 10606
Officers:
John C. Ferrara
See above
Eugene Hynes
Secretary and Treasurer
Lynch Interactive Corporation,
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
John Barnicle
Chief Executive Officer
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
Mario J. Gabelli
See above - GGCP, Inc.
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
Morris Berkowitz
John C. Ferrara
Lawrence R. Moats
Consultant
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
See above
Moats Office & Properties, Inc.
100 West Palatine Road, Ste. L30
P.O. Box 1189
Palatine, IL 60078-1189
Officers:
Mario J. Gabelli
John Barnicle
Chairman and Chief Executive Officer
Chief Executive Officer
Robert E. Dolan
Chief Financial Officer
John A. Cole
Vice President, Corporate Development
Secretary and General Counsel
(1) Citizen of Germany
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-FAIRCHILD CORP CL A
GAMCO ASSET MANAGEMENT INC.
2/01/06 5,000- 2.3912
1/30/06 2,000 2.4500
1/27/06 1,500 2.4500
1/26/06 8,500 2.4535
1/20/06 4,000- 2.4400
1/18/06 2,700 2.5889
1/17/06 13,100 2.5852
1/13/06 900- 2.6044
1/13/06 3,900 2.6000
1/12/06 100- 2.6600
1/11/06 3,800- 2.6742
1/10/06 3,300- 2.6767
1/09/06 500 2.6900
1/09/06 5,000 2.7104
1/09/06 500- 2.6900
1/09/06 3,800- 2.7024
1/09/06 500- 2.6900
1/09/06 11,000 2.7002
1/06/06 10,000 2.6870
1/05/06 5,000 2.7252
1/05/06 14,100- 2.6443
1/05/06 4,000 2.6553
1/04/06 1,100- 2.7155
1/04/06 2,000 2.7025
1/03/06 300 2.5900
1/03/06 10,000 2.5368
1/03/06 3,000 2.5333
12/29/05 3,000- 2.5500
12/29/05 1,500- 2.8000
12/28/05 1,000- 2.4500
12/28/05 4,500- 2.4013
12/27/05 6,500- 2.6247
12/27/05 7,500 2.6859
12/27/05 500- 2.5500
12/23/05 7,500 2.7000
12/22/05 1,000- 2.2800
12/21/05 1,000- 2.2800
12/19/05 5,000- 2.2280
12/16/05 3,500- 2.1986
12/16/05 1,500- 2.2200
12/15/05 7,500- 2.1755
12/15/05 5,000 2.2000
12/15/05 5,000 2.2000
12/15/05 5,000- 2.2000
12/13/05 5,000- 2.2540
12/13/05 5,000- 2.2540
12/12/05 2,000 2.2700
12/12/05 7,000- 2.2667
12/08/05 1,500- 2.2800
GABELLI ADVISERS, INC.
1/20/06 2,000 2.4400
GABELLI FUNDS, LLC.
GABELLI VALUE FUND
1/05/06 3,400- 2.7300
12/12/05 6,600- 2.2700
GABELLI SMALL CAP GROWTH FUND
12/23/05 10,000 2.7000
GABELLI EQUITY TRUST
1/23/06 100 2.4500
12/23/05 50,000 2.8000
12/19/05 20,400 2.3000
GABELLI ASSET FUND
12/22/05 10,000- 2.2944
GABELLI CAPITAL ASSET FUND
1/24/06 2,000 2.5300
GABELLI ABC FUND
12/12/05 1,000- 2.2700
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.
EXHIBIT A
January 31, 2006
Mr. Jeffrey J. Steiner
Chairman & CEO
The Fairchild Corporation
110 East 59th Street
New York, New York 10022
Dear Jeffrey:
It was good chatting with you today.
I am delighted to hear you are examining alternatives that reduce cost or
surface values.
Let me echo my observations should one of these center on delisting.
There are good reasons to do it. Yet, our vote on the subject will depend on
the proxy.
On another note, I assume the company is open to any offer to buy the
company and that the management would have no problem with the solicitation of
such an offer by shareholders like ourselves.
Sincerely,
MJG/rp Mario J. Gabelli