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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment to Application or Report
Filed pursuant to Section 12, 13 or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
FEDDERS CORPORATION
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends Item 12 and Schedule II
of its Annual Report on Form 10-K for the year ended August 31,
996 filed November 27, 1996 as set forth in pages attached.
Item 12. Security Ownership of Certain Beneficial Owners
and Management
Schedule II Valuation & Qualifying Accounts
FEDDERS CORPORATION
By /s/Robert L. Laurent, Jr.
Robert L. Laurent, Jr.
Executive Vice President,
Finance and Administration
Date: December 11, 1996
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Item 12. Security Ownership of Certain Beneficial Owners and
Management
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF FEDDERS
As of October 31, 1996, each director of the Company and all
directors and executive officers of the Company owned
beneficially the number of shares of the Company's equity
securities set forth in the following table. Shares subject to
acquisition within 60 days pursuant to stock options are shown
separately. Unless otherwise indicated, the owners listed have
sole voting and investment power. Fedders Class A Stock has no
voting rights except as provided under Delaware Law.
Shares
Subject to
Name of Amount and Acquisition Percent
Individual Name of Within Class
Title or Personss Beneficial 60 day Owned
of Class in Group Onwership (15) (16)
Common
Stock Salvatore Giordano 1,100 (1) 0 Less than 1%
Sal Giordano, Jr. 1,100 (1) 0 Less than 1%
Joseph Giordano 13,910 (1) 0 Less than 1%
Howard S. Modlin 256,800 (2) 0 1.35%
Clarence Russel Moll 61,400 (3) 0 Less than 1%
William J. Brennan 5,000 0 Less sthan 1%
Anthony E. Puleo 2,000 0 Less than 1%
S. A. Muscarnera 55,000 0 Less than 1%
C. A. Keen 10,700
Robert L. Laurent, Jr. 115,000 0 Less than 1%
All directors and executive
officers as a group 525,310 0 2.77%
Class A
Stock Salvatore Giordano 1,210,815(4)(5) 647,314 9.25%
Sal Giordano, Jr. 694,864(4)(6) 709,066 6.97%
(7)
Joseph Giordano 879,689(4)(7) 301,875 5.98%
(8)
Howard S. Modlin 224,701(9) 171,564 2.02%
Clarence Russel Moll 29,225(10) 96,563 Less than 1%
William J. Brennan 4,375 144,376 Less than 1%
Anthony E. Puleo 0 9,375 Less than 1%
S. A. Muscarnera 48,125 278,750 1.66%
C. A. Keen 400 127,500 Less than 1%
Robert L. Laurent, Jr. 100,625 350,590 2.28%
Gordon Newman 0 46,845 Less than 1%
All directors and executive
officers as a group 2,470,257 3,179,335 24.97%
Class B Stock
(16) Salvatore Giordano 2,262,566(11) 0 99.82%
Sal Giordano, Jr. 2,262,566(11) 0 99.82%
Joseph Giordano 2,262,566(11) 0 99.82%
All directors and executive
officers as a group 2,262,566 0 99.82%
Convertible
Preferred
Stock Salvatore Giordano 1,248,823(12)(13) 0 16.34%
Sal Giordano, Jr. 1,107,317(12)(14) 0 14.48%
Joseph Giordano 839,902(12)(15) 0 10.99%
Howard S. Modlin 84,024 0 1.1%
Clarence Russel Moll 30,410 0 Less than 1%
William J. Brennan 129,402 0 1.7%
S. A. Muscarnera 56,500 0 Less than 1%
C. A. Keen 28,000 0 Less than 1%
All directors and executive
officers as a group 2,040,059 0 26.7%
Ownership of Common Stock,
Class A Stock, Class B and
Convertible Preferred Stock
combined, by all directors
and executive officers
as a group 7,298,192 3,179,335 20.34%
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(1) The amount shown includes 1,100 shares which are held by a
corporation in which Messrs. Salvatore Giordano, Sal Giordano,
Jr. and Joseph Giordano are officers, directors and stockholders,
and share voting and investment power over such shares.
(2) Includes 3,100 shares owned by members of Mr. Modlin's
family as to which Mr. Modlin disclaims beneficial ownership.
(3) Includes 15,000 shares owned by Dr. Moll's wife, as to which
Dr. Moll disclaims beneficial ownership.
(4) Includes 190,875 shares which are held by corporations in
which Messrs. Salvatore Giordano, Sal Giordano, Jr. and Joseph
Giordano are officers, directors and stockholders, and share
voting and investment power.
(5) Includes 117,548 shares held of record by Mr. Giordano's
wife, and 148,904 shares held of record by Mr. Giordano's wife in
trust for their grandchildren, as to which Mr. Giordano disclaims
beneficial ownership.
(6) Includes 10,462 shares held of record by Mr. Giordano's
wife, as to which Mr. Giordano disclaims beneficial ownership,
and 56,328 shares held by Mr. Giordano in trust as trustee for
himself.
(7) Includes 345,625 shares held in trust, as to which Messrs.
Sal Giordano, Jr. and Joseph Giordano share voting and investment
power.
(8) Includes 56,328 shares held by Mr. Giordano in trust as
trustee for himself.
(9) Includes 2,713 shares owned by members of Mr. Modlin's
family as to which Mr. Modlin disclaims beneficial ownership.
(10) Includes 13,125 shares owned by Dr. Moll's wife as to which
Dr. Moll disclaims beneficial ownership.
(11) Shares owned by Giordano Holding Corporation as to which
Messrs. Salvatore Giordano, Sal Giordano, Jr. and Joseph Giordano
share voting and investment power.
(12) Includes 753,757 shares which are held by corporation in
which Messrs. Salvatore Giordano, Sal Giordano, Jr. and Joseph
Giordano are officers, directors and stockholders and share
voting and investment power over such shares.
(13) Includes 39,264 shares owned by Mr. Giordano's wife, as to
which he disclaims beneficial ownership, and 80,201 shares held
of record by Mr. Giordano's wife in trust for their
grandchildren, as to which Mr. Giordano disclaims beneficial
ownership.
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(14) Includes 7,493 shares held of record by Mr. Giordano's
wife; 28,811 shares held of record by Mr. Giordano's wife in
trust for their grandchildren, for both of which Mr. Giordano
disclaims beneficial ownership, and 14,974 shares held by self as
trustee for self. Also includes 2,220 shares which would be
realized upon conversion of Fedders Convertible Subordinated
Debentures held by Mr. Giordano.
(15) Includes 23,200 shares held in trust by Mr. Giordano for
his grandchildren for which he disclaims beneficial ownership,
and 14,974 shares held by self as trustee for self.
(16) The amounts shown are the number of shares held under
options exercisable within 60 days.
(17) The Fedders Class B Stock is convertible into Fedders
Common Stock at any time on a share-for-share basis. In the
event that the individuals named as owning Fedders Class B Stock
converted their shares into Fedders Common Stock, less than 5% of
the class would remain outstanding, and pursuant to the terms of
the Fedders Charter, all remaining Fedders Class B Stock and all
outstanding Fedders Class A Stock would automatically be
converted into Fedders Common Stock. If such conversion took
place, and the named individuals exercised all of the options
indicated, such individuals and the group would beneficially own
the following number of shares constituting the indicated
percentage of Fedders Common Stock outstanding: Mr. Salvatore
Giordano, 5,370,618 shares constituting 10.96%; Mr. Sal Giordano,
Jr., 4,774,913 shares constituting 9.73%; Mr. Joseph Giordano,
4,297,942 shares constituting 8.84%; and all directors and
executive officers as a group 10,477,527 shares constituting
20.34%. The share totals for Messrs. Salvatore Giordano, Sal
Giordano, Jr. and Joseph Giordano include 3,208,204 shares which
are held by corporation in which they are officers, directors and
stockholders and share voting and investment power over such
shares. In the event that the individuals named as owning
Fedders Class B Stock also converted their shares of Fedders
Convertible Preferred Stock, they would receive Common Stock, as
the Class A Stock into which the Fedders Convertible Preferred
Stock is currently convertible would no longer exist, and their
percentage of ownership of Common Stock would increase in
proportion to their holdings of Fedders Convertible Preferred
Stock. The numbers shown in this footnote 17 assume such
conversion, and also assume the conversion of any Fedders
Convertible Subordinated Debentures.
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PRINCIPAL STOCKHOLDERS
The following table sets forth information at October 31, 1996
with respect to the beneficial ownership of the Company's voting
securities by all persons known by the Company to own more than
5% of the Company's outstanding voting securities. Unless
otherwise indicated, the owners listed have sole voting and
investment power.
Amount
Name and Address Beneficially Percent
Title of Class of Beneficial Owner (1) Owned of Class
Class B Stock Salvatore Giordano 2,262,566 99.82%
Joseph Giordano and
Sal Giordano, Jr.
c/o Fedders Corporation
Liberty Corner, NJ 07938
Class A Stock Strong Capital
Management, Inc. (2) 1,419,350 7.32%
100 Heritage Reserve
P. O. Box 2936
Milwaukee, WI 53201
(1) See footnotes (11) and (17) to the previous table for more
detailed information with respect to the security ownership of
the named individuals.
(2) Strong Capital Management, Inc. is an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940. The information provided is based upon information
provided to the Company by Strong Capital on December 11, 1996.
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FEDDERS CORPORATION
VALUATION & QUALIFYING ACCOUNTS
SCHEDULE II
For The Years Ended August 31, 1996, 1995 and 1994
(Amounts in Thousands)
Balance at Additions Balance
Allowance for beginning charged to at end
Doubtful Accounts: of period expense Deductions Other of period
Year ended:
August 31, 1996 $ 872 $ 580 - $500(1) $1,952
August 31, 1995 $ 744 $ 286 $ 158 - $ 872
August 31, 1994 $1,078 $ 666 $1,000 - $ 744
