UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
FEDDERS CORPORATION
(Name of Issuer)
CONVERTIBLE PREFERRED STOCK, PAR VALUE $1.00
(Title of Class of Securities)
313135-40-2
(CUSIP Number)
Robert N. Edwards
c/o Fedders Corporation
505 Martinsville Road
Liberty Corner, New Jersey 07938
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 13, 1996
(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 which is the subject of this Schedule 13D, and
is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ]
Check the following box if a fee is being paid with the statement [X]
PAGE 1 OF 6 PAGES
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CUSIP NO. 313135-40-2 13D PAGE 2 OF 6 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Giordano
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00 (See Item 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 99,057
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 753,577
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 99,057
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
753,577
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
852,634
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.25%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 313135-40-2 13D Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule relates is
the Issuer's Convertible Preferred Stock, par value $1.00. The Issuer is
Fedders Corporation, and its principal executive offices are located at 505
Martinsville Road, Liberty Corner, New Jersey 07938.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
Joseph Giordano
(b) Residence or business address:
505 Martinsville Road
Liberty Corner, New Jersey 07938
(c) Mr. Giordano is retired.
(d) and (e) The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding 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 laws or finding any violations with respect to
such laws.
(f) Citizenship:
United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Convertible Preferred Stock, par value $1.00, of
Fedders Corporation (the "Fedders Convertible Preferred Stock") beneficially
owned by Mr. Giordano were acquired upon consummation on August 13, 1996 of
the merger of NYCOR, Inc. into Fedders Corporation (the "Merger"). Upon
consummation of the Merger, each outstanding share of Common Stock, Class A
Stock and Class B Stock of NYCOR, Inc. was converted into the right to
receive one share of Fedders Convertible Preferred Stock.
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CUSIP No. 313135-40-2 13D Page 4 of 6 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The shares of Fedders Convertible Preferred Stock acquired by Mr.
Giordano upon consummation of the Merger were acquired by Mr. Giordano for
investment purposes. Depending on future market and other conditions, Mr.
Giordano may increase or decrease the number of shares of Fedders Convertible
Preferred Stock which he beneficially owns.
The Reporting Person has no plans or proposals which relate to or
would result in any of the consequences listed in paragraphs (a) - (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The information required by Item 5(a) of Schedule 13D is
incorporated herein by reference to Items 11 and 13 on the cover page hereof.
(b) The information required by Item 5(b) of Schedule 13D is hereby
incorporated by reference to Items 7, 8, 9 and 10 on the cover page hereof.
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CUSIP No. 313135-40-2 13D Page 5 of 6 Pages
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(c) The only transaction by Mr. Giordano within the last 60 days
in the Fedders Convertible Preferred Stock was the acquisition of beneficial
ownership of shares of Fedders Convertible Preferred Stock upon consummation
of the Merger.
(d) Of the shares reported as beneficially owned by Mr. Giordano in
Items 8, 10 and 11 on the cover page hereof, 113,225 shares are shares as to
which Mr. Giordano shares voting and investment power with his father,
Salvatore Giordano, and his brother, Sal Giordano, Jr. and 640,352 shares are
owned by Giordano Holding Corp., of which Mr. Giordano, Salvatore Giordano
and Sal Giordano, Jr. are officers and directors.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The response to Item 5(d) is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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CUSIP No. 313135-40-2 13D Page 6 of 6 Pages
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SIGNATURES
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: August 23, 1996 /s/ JOSEPH GIORDANO
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JOSEPH GIORDANO
