Cash Influx Leads the Fairchild Corporation to Revise Terms of Its Proposed Common Stock Offering

Business Wire, Dec 8, 1997

NEW YORK--(BUSINESS WIRE)--Dec. 8, 1997--The Fairchild Corporation (NYSE: FA) announced today that it plans to revise the terms of its pending Class A Common Stock offering to reduce the number of shares being offered from 5 million to 3 million, as a result of the Company's pending disposition of its 42 percent ownership in Shared Technologies Fairchild Inc. (NASDAQ: STCH) to Intermedia Communications Inc. (NASDAQ: ICIX) for $15 per share, payable in cash. The Company expects to receive approximately $180 million from the transaction, of which $85 million has already been received. The balance is expected in the first three months of 1998. The Intermedia transaction replaces an earlier merger agreement with Tel-Save Holdings, Inc. (NASDAQ: TALK) under which the Company would have received consideration primarily in restricted stock. The proceeds from the Intermedia transaction, together with a new bank credit facility and the proceeds from the sale of 3 million primary shares, will enable Fairchild to retire all of its public debt.

The Company has amended its registration statement to reflect the reduction in the amount of shares being offered.

CONTACT: Fairchild: David Wynne-Morgan, 212-308-6700

or

WMC Communications: Allan Priaulx, 212-338-0050