FEDDERS Fedders 505 Martinsville Road
Corporation P.O.Box 813
Liberty Corner, NJ 07938
Fax 908/604-9317
Tel 908/604-8686
July 15, 1996
Dear Fellow Stockholder:
The Annual Meeting of Stockholders was convened on July 9, 1996. All
Proposals were approved except Proposal No. 1 to approve the merger of
NYCOR, Inc. into Fedders Corporation, and Proposal No. 3 to approve an
increase in the number of authorized shares of stock necessary to approve
the merger.
The stockholders were unable to approve these two critical items
because, while the vote for the merger has been overwhelmingly positive,
less than the two-thirds required to pass the merger voted. Under the
circumstances, the Annual Meeting was adjourned to August 6, 1996.
As we emphasized in the cover letter to the Proxy Statement, the
approval of the merger (Proposal No. 1) is of major importance to the
continued growth of the Company, and your vote in favor of the merger will
represent a critical contribution in that regard. It is also of primary
importance that you vote in favor of Proposal No. 3, in order for the
Company to have a sufficient amount of capital stock available to
consummate the merger.
Therefore, if you have not voted, your Board of Directors asks that you
vote TODAY in favor of Proposals 1 and 3, by singing and returning the
enclosed proxy in the envelope provided. Proposals 1 and 3 have been
bolded on the enclosed proxy. Due to the nature of these Proposals, if
your shares are held in the name of your broker or a nominee, you must sign
and return the enclosed card, or your broker or nominee will be unable to
vote your shares.
Even if you have sold your stock since May 10, 1996, you are still
entitled to cast your vote, and the Board of Directors urges you to vote in
favor of Proposals 1 and 3.
The Proxy Statement previously sent to you contains a complete
discussion of these Proposals. If you have any questions about these
Proposals, please contact me or our Chief Financial Officer, Robert L.
Laurent, at (908) 604-8686. Thank you for your support and your attention
to this matter.
Sincerely,
/s/ SAL GIORDANO, JR.
Sal Giordano, Jr.
Vice Chairman, President and
Chief Executive Officer
P FEDDERS CORPORATION C
R PROXY - Adjourned Annual Meeting of Stockholders - August 6, 1996 O
O Solicited on Behalf of the Board of Directors M
X M
Y O
N
The undersigned stockholder of FEDDERS CORPORATION (the
"Company") hereby constitutes and appoints SALVATORE GIORDANO, SAL
GIORDANO, JR. AND S.A. MUSCARNERA, and each of them, the attorneys and
proxies of the undersigned, with full power of substitution, to vote
for and in the name, place and stead of the undersigned, at the
adjourned Annual Meeting of Stockholders of the Company to be held at
the Company, 505 Martinsville Road, Liberty Corner, New Jersey, on
August 6, 1996 at 10:30 a.m., and at any adjournments thereof, the
number of votes the undersigned would be entitled to cast if present,
for the approval of the agreement and plan of Merger and the Merger of
NYCOR, Inc. into the Company, the election of directors and the other
items as set forth on the reverse side of this proxy and in their
discretion, upon such other matters as may properly come before the
meeting or any adjournment thereof. The Board of Directors recommends
the following for Director - Salvatore Giordano, Howard S. Modlin and
William J. Brennan.
A majority of said attorneys and proxies, or their substitutes at
said meeting, or any adjournments thereof (or if only one, that one)
may exercise all of the power hereby given. Any proxy to vote any of
the shares with respect to which the undersigned is or would be
entitled to vote, heretofore given to any persons other than the
persons named above, is hereby revoked.
IN WITNESS WHEREOF, the undersigned has signed this proxy and
hereby acknowledges receipt of a copy of the notice of said meeting
and proxy statement in reference thereto both dated May 11, 1996.
IMPORTANT - This proxy is continued and is to be signed on the
reverse side
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SEE REVERSE
SIDE
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<PAGE>
[X] Please mark votes as in this example.
Unless you specify, the Proxy will be voted FOR Items 1 through 5.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
Directors recommend a vote FOR Items 1 through 5.
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Approval of the 2. Election of 3. Approval of the amend- FOR AGAINST ABSTAIN
Agreement and Plan of Directors for a term of ments to the Company's [ ] [ ] [ ]
Merger, and the Merger three years. Nominees: Certificate of Incorporation
of NYCOR, Inc.into the Salvatore Giordano, to (A) increase the number
Company. Howard S. Modlin and of shares of Common Stock
William J. Brennan. from 60,000,000 to
FOR AGAINST ABSTAIN FOR ALL NOMINEES 80,000,000; (B) increase
[ ] [ ] [ ] [ ] the number of authorized
WITHHELD FROM ALL shares of Class A Stock
NOMINEES from 30,000,000 to
[ ] 60,000,000 and (C) increase
[ ]__________________ the number of authorized
For the nominees shares of preferred stock
except as noted above. from 5,000,000 to 15,000,000.
4. Approval of the FOR AGAINST ABSTAIN
Company's Stock Option [ ] [ ] [ ]
Plan VIII.
5. Ratification of the FOR AGAINST ABSTAIN
appointment of BDO [ ] [ ] [ ]
Seidman, LLP as the
Company's independent
auditors.
</TABLE>
NOTE: This Proxy, properly filled in, dated and signed, should be
returned immediately in the enclosed post-paid envelope to Proxy
Department, Bank of Boston, P. O. Box 1628, Boston, Massachusetts
02105. If the signer is a corporation, sign in full the corporate
name by a duly authorized officer. Attorneys, executors,
administrators, trustees or guardians should sign full title as such.
Signature:___________________________________Date____________
Signature:___________________________________Date____________
