SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THIS DOCUMENT IS A COPY OF THE FORM 8-K FILED ON AUGUST 29, 1996
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
FEDDERS CORPORATION
(Exact name of registrant as specified in its charter)
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current
Report on Form 8-K dated August 13, 1996 as set forth in the pages
attached hereto.
Item 2. Acquisition or Disposal of Assets
Item 7 Filing of the June 30, 1996 financial statements of NYCOR,
Inc. and pro forma information pursuant to Item 7 of the form
The following is also incorporated herein by reference:
Fedders Form 10-K for the period ended August 31, 1995
Fedders Form 10-Q for the period ended May 31, 1996
NYCOR, Inc. Form 10-K for the period ended December 31, 1995
NYCOR, Inc. Form 10-Q for the period ended March 31, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
FEDDERS CORPORATION
By /s/Thomas A. Kroll
Thomas A. Kroll
Corporate Controller
<PAGE>
Item 2. Acquisition or Disposal of Assets
On August 6, 1996, the shareholders of Fedders Corporation approved
the merger with NYCOR, Inc. (NYCOR). The merger was completed on
August 13, 1996. NYCOR was a manufacturer of compressors and
heating and cooling chips and Fedders intends to continue such
business. Each share of NYCOR Class A, Class B and Common Stock
was converted into the right to receive one share of Fedders
Convertible Preferred Stock. The NYCOR Convertible Debentures were
assumed by Fedders as Fedders Convertible Debentures with the same
8.5% interest rate and convertible into 2.22 shares of Fedders
Convertible Preferred Stock. The Fedders Convertible Preferred
Stock is listed on the New York Stock Exchange under the symbol
FJAPr and commenced trading on August 14, 1996. The convertible
debentures are listed on the New York Stock Exchange under the
symbol FJA12, also effective on August 14, 1996.
Rider 1-A
<PAGE>
Item 7 FINANCIAL STATEMENTS
NYCOR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
June 30, June 30,
1996 1995
<S> <C> <C>
Net sales and other income $ 51,212 $ 40,743
Cost of sales 53,204 37,279
Selling, general and
administrative expense 4,750 4,654
________ ________
57,954 41,933
________ ________
Operating loss (6,742) (1,190)
Net interest expense (1,828) -
_______ ________
Loss before income taxes (8,570) (1,190)
Federal, state and
foreign income taxes 126 37
_______ ________
Net loss $ (8,696) $ (1,227)
Less: Preferred Stock
dividend (978) (978)
_______ ________
Income attributable to
common stockholders (9,674) (2,205)
======= ========
Primary loss per share $ (1.26) $ (0.29)
========= ========
</TABLE>
See accompanying notes
NYCOR, INC.
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1996 1995
<S> <C> <C>
ASSETS:
Current assets:
Cash $ 1,377 $ 1,533
Accounts receivable 2,060 2,215
Accounts receivable from
Fedders Corporation 816 1,860
Inventories 9,883 11,783
Other current assets 1,855 1,417
Total current assets 15,991 18,808
Net property, plant and
equipment 29,721 31,179
Goodwill 41,642 41,124
Other assets 1,440 2,391
$ 88,794 $ 93,502
======== ========
</TABLE>
See accompanying notes
NYCOR, INC.
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1996 1995
<S> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
Current portion of
long-term debt $ 1,240 $ 1,176
Short-term borrowing 3,000 -
Accounts payable 10,112 7,709
Accrued expenses 4,359 4,805
Total current liabilities 18,711 13,690
Long-term debt 27,871 5,701
Other long-term liabilities 1,505 1,381
Stockholders' equity:
Preferred Stock, $1 par value,
5,000,000 shares authorized
1,150,000 shares issued and
outstanding at December 31, 1995 - 1,150
Common Stock, $1 par value,
115,000,000 shares authorized,
2,893,429 and 2,882,580, issued
at June 30, 1996 and
December 31, 1995, respectively 2,893 2,883
Class A Stock, $1 par value,
10,000,000 shares authorized,
4,346,220 and 4,229,971 issued
at June 30, 1996 and December 31,
1995, respectively 4,346 4,230
Class B Stock, $1 par value,
7,500,000 shares authorized,
713,575 issued at June 30, 1996
and December 31, 1995 714 714
Additional paid-in capital 16,158 37,778
Retained earnings 17,940 27,128
Less treasury stock at cost
82,561 shares of Common stock
227,603 shares of Class A stock at
June 30, 1996, 82,561 shares of
Common stock and 178,596 shares of
Class A stock at December 30, 1995 (1,344) (1,153)
_________ ________
Total stockholders' equity 40,707 72,730
_________ ________
$ 88,794 $ 93,502
========= ========
</TABLE>
See accompanying notes
NYCOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(amounts in thousands)
(unaudited)
<TABLE> June 30, June 30,
<CAPTION> 1996 1995
<S> <C> <C>
Cash flows from operations:
Net loss $ (8,696) $(1,227)
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 2,594 2,268
Changes in operating assets and liabilities:
Accounts receivable 1,199 (680)
Inventories 1,898 609
Other current assets (613) (832)
Other assets (77) (402)
Accounts payable 2,403 2,442
Accrued expenses and taxes payable (550) 713
Other long-term liabilities 40 -
Net cash used in operations (1,802) 2,891
Cash flows from investing activities:
Additions to property, plant and equipment (332) (1,845)
Net cash used in investing activities (332) (1,845)
Cash flows from financing activities:
Repayments on capital lease obligations (586) (41)
Proceeds from stock options exercised 53 -
Proceeds from short-term borrowing 3,000 -
Dividends payable (489) (978)
Net cash provided by (used in)
financing activities 1,978 (1,019)
Net change in cash and cash equivalents (156) 27
Cash and cash equivalents at beginning
of period 1,533 1,981
Cash and cash equivalents at end of period $ 1,377 $ 2,008
Supplemental disclosure:
Leased asset additional and
related obligations - $ 7,441
</TABLE>
See accompanying notes
<PAGE>
NYCOR, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(a) Statement of information furnished
The accompanying unaudited consolidated financial statements reflects all
adjustments which consist solely of normal recurring adjustments which are in
the opinion of management necessary to present fairly the financial position
as of June 30, 1996 and December 31, 1995, the results of operations for the
six months ended June 30, 1996 and 1995, and the cash flows for the six
months ended June 30, 1996 and 1995.
(b) Earnings per share
Primary earnings per share are computed by dividing net income less Preferred
Stock dividends (declared or cumulating) by the weighted average number of
shares of Common Stock, Class A Stock, Class B Stock and other common stock
equivalents outstanding: 7,643,000 and 7,634,000 in the six months of 1996
and 1995, respectively. Fully diluted earnings per share are computed by
dividing net income by the weighted average number of shares of Common Stock,
Class A Stock, Class B Stock and other common stock equivalents (assuming
conversion of Subordinated Debentures) outstanding during the year:
10,196,000 and 10,187,000 in the six months of 1996 and 1995, respectively.
(c) Exchange of Preferred Stock
On March 15, 1996, NYCOR exchanged the Preferred Stock for the 8 1/2%
Convertible Subordinated Debentures due 2012 at a rate of $20 principle
amount of Debenture for each share of Preferred Stock. The Debentures are
convertible into Common Stock at a rate of 1.11 shares of Common Stock and
1.11 shares of Class A Stock for each $20 in principle amount of Debentures.
As a result of this exchange, long-term debt increased by $22,806,000, and
total stockholders equity was reduced by $21,656,000.
(d) Short-term borrowing
NYCOR had a $3,000,000 revolving credit facility with a commercial bank
collateralized by all tangible and intangible assets, except for the
machinery and equipment at Rotorex. The facility expired April 30, 1996 and
the amount outstanding was paid off subsequent to the Merger on August 15,
1996.
<PAGE>
Item 7 PRO FORMA FINANCIAL INFORMATION
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited pro forma condensed consolidated financial
statements are based upon the consolidated financial statements of Fedders
Corporation (the "Company") and NYCOR, Inc. ("NYCOR"), adjusted to give
effect to the Merger which was consummated on August 13, 1996. In accordance
with the terms of the Merger, the Company issued one share of a new Fedders
Convertible Preferred Stock, with terms to support an initial market value of
$6.25 per share, for each share of NYCOR Common, Class A and Class B Stock
(approximately 7,643,000 shares in total). Each share of Fedders Convertible
Preferred Stock is convertible into one share of Fedders Class A Stock and
entitles the holder to a cumulative dividend at an annual rate of 6.1%.
The accompanying unaudited pro forma condensed financial statements give
effect to the Merger accounted for as a purchase, are based upon an
allocation of the purchase price of $47,769,000 and include the adjustments
described in the notes attached hereto. The pro forma condensed consolidated
financial statements also give effect to NYCOR's exchange, on March 15, 1996,
of $23,000,000 in face value of outstanding Preferred Stock for 8 1/2%
Convertible Subordinated Debentures due 2012, as though such exchange had
occurred at the beginning of the periods presented.
The accompanying unaudited pro forma condensed consolidated balance sheet of
the Company combines the historical consolidated balance sheet of Fedders as
of May 31, 1996 with the historical consolidated balance sheet of NYCOR as of
June 30, 1996 as if the Merger had occurred on May 31, 1996. The
accompanying unaudited pro forma condensed consolidated statements of
operations for the nine months ended May 31, 1996 and the year ended August
31, 1995 combine the historical consolidated statements of operations of
Fedders for those periods, with the historical consolidated statements of
operations of NYCOR for the nine months ended June 30, 1996 and the twelve
months ended September 30, 1995, respectively, all as if the Merger had
occurred on August 31, 1994. NYCOR's results for the nine months ended June
30, 1996 and Fedders results for the nine months ended May 31, 1996 do not
include the seasonal shutdowns which normally occur in the month of August.
The pro forma condensed consolidated financial statements are not necessarily
indicative of the results that would have been obtained if the Merger had
occurred on the dates indicated or for any future period or date. The pro
forma adjustments give effect to available information and assumptions that
the Company believes are reasonable. The pro forma condensed consolidated
financial statements should be read in conjunction with the Company's
historical consolidated financial statements and notes thereto and the
historical consolidated financial statements of NYCOR and the notes thereto,
all of which are incorporated herein by reference. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations.
"<PAGE>
Fedders Corporation
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended August 31, 1995
(Amounts in thousands, except per share data)
(Unaudited)
Fedders NYCOR
Aug. 31, Sept. 30, Pro Forma Pro
1995 1995 Adjustments Forma
(Note 1)
Net sales $ 316,494 $75,709 $(62,687)(a) $329,516
Costs and expenses
Cost of sales 249,369 68,984 (62,609)(a,b) 255,744
Selling, general and
administrative 29,472 9,056 (503)(c) 38,025
278,841 78,040 (63,112) 293,769
Operating income
(loss) 37,653 (2,331) 425 35,747
Net interest expense (1,962) (118) (1,955)(d) (4,035)
Income (loss) before
income taxes 35,691 (2,449) (1,530) 31,712
Federal, state and
foreign income tax
(benefit) 6,187 565 (1,512)(e,f) 5,240
Net income (loss) 29,504 (3,014) (18) 26,472
Less:Preferred Stock
Dividend requirement - (1,955) 1,955 (d) -
(2,914)(g) (2,914)
Income attributable to
Common Stockholders $29,504 $(4,969) $ (977) $23,558
Primary earnings (loss)
per share (Note 3) $ 0.72 (0.66) - $ 0.57
Fully diluted
earnings (loss) per
share (Note 3) $ - - - $ 0.54
See accompanying notes
<PAGE>
Fedders Corporation
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended May 31, 1996
(Amounts in thousands, except per share data)
(Unaudited)
Fedders NYCOR
May 31, June 30, Pro Forma
1996 1996 Adjustments Pro Forma
(Note 1)
Net sales $290,004 $73,492 $(56,423)(a) $307,073
Costs and expenses
Cost of sales 227,363 74,049 (56,272)(a,b) 245,140
Selling, general and
administrative 22,686 6,975 (377)(c) 29,284
------ ------ --------- -------
250,049 81,024 (56,649) 274,424
Operating income 39,955 (7,532) 226 32,649
Minority partner's
portion of joint
venture (income)
loss 237 - - 237
Net interest expense (1,164) (1,873) (978)(d) (4,015)
------ ------ ------- -------
Income (loss) before
income taxes 39,028 (9,405) (752) 28,871
Federal, state and
foreign income tax
(benefit) 14,885 238 (4,152)(e,f) 10,971
------ ------ ------- ------
Net income (loss) 24,143 (9,643) 3,400 17,900
Less:Preferred Stock
Dividend requirement - (978) (1,208)(d,g) (2,186)
------ ------- -------- -------
Income attributable
to Common
Stockholders $24,143 $(10,621) $ 2,192 $15,714
------- ------- -------- -------
Primary earnings
per share (Note 3) $ 0.42 $(1.39) $ - $ 0.38
======= ======= ======== =======
Fully diluted
earnings per
share (Note 3) $ - $ - $ - $ 0.37
======= ======= ======== =======
See accompanying notes
Fedders Corporation
Consolidated Balance Sheet
(Amounts in thousands, except share data)
(Unaudited)
Fedders NYCOR
May 31, June 30, Pro Forma
1996 1996 Adjustments Total
[S] [C] [C] [C] [C]
(Note 2)
Assets
Current assets:
Cash and cash
equivalents $ 24,064 $ 1,377 - $ 25,441
Accounts receivable 86,611 2,060 - 88,671
Accounts receivable
from Fedders Corp. - 816 $ (816)(d) -
Inventories 50,694 9,883 (858)(b) 59,719
Deferred income taxes 2,954 - 198 (c) 3,152
Other current assets 3,207 1,855 - 5,062
------- ------- ------- --------
Total current assets 167,530 15,991 (1,476) 182,045
Net property, plant and 37,358 29,721 (1,718)(b) 65,361
equipment
Deferred income taxes 1,277 - 2,802 (c) 4,079
Other assets 6,883 43,082 11,434 (b) 61,399
-------- ------- ------- --------
$213,048 $88,794 $11,042 $312,884
======== ======= ======= ========
<PAGE>
Fedders Corporation
Pro Forma Consolidated Balance Sheets
(Amounts in thousands, except share data)
Fedders NYCOR
May 31, June 30, Pro Forma
1996 1996 Adjustments Pro Forma
Liabilities and Stockholders' Equity
Current liabilities:
Short term borrowing - $ 3,000 - $ 3,000
Current portion of long-
term debt $ 590 1,240 - 1,830
Accounts payable 24,040 10,112 $ (816)(d) 33,336
Income taxes payable 17,132 (24) - 17,108
Accrued expenses 42,971 4,383 4,796 (b) 52,150
Total current liabilities 84,733 18,711 3,980 107,424
Long-term debt 10,733 27,871 38,604
Other long-term liabilities 6,542 1,505 - 8,047
Minority interest in
joint venture 5,425 - - 5,425
Stockholders' equity:
Fedders Preferred Stock - - 47,769 (a) 47,769
NYCOR Preferred Stock - - - -
Fedders Common Stock, Class
A Stock, Class B Stock and
cumulative translation
adjustment 87,914 - - 87,914
Accumulated deficit 17,701 17,701
Net assets acquired - 40,707 (40,707)(c,e) -
- - - -
- - - -
- - - -
Total stockholders' equity 105,615 40,707 7,062 153,384
$213,048 $88,794 $11,042 $312,884
See accompanying notes
<PAGE>
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
1. Pro forma adjustments giving effect to the Merger in the unaudited pro
forma condensed statements of operations reflect the following:
(a) The elimination of intercompany sales of compressors by NYCOR to Fedders
including the decrease in unrealizable intercompany profit of $208,000 during
the year ending August 31, 1995 and the decrease in unrealized intercompany
profit of $63,000 during the nine months ended May 31, 1996.
(b) The increase of amortization expense resulting from the increase in
goodwill (assuming amortization over 40 years) which amounted to $286,000 for
the year ended August 31, 1995 and $214,000 for the nine months ended May 31,
1996.
(c) The reduction of administrative expenses resulting from the elimination
of redundant costs related to the existence of a separate public company.
Such redundant costs include franchise taxes, reports to stockholders, audit
fees, bank fees and others.
(d) The increase in interest expense and decrease in Preferred Stock
dividends related to NYCOR's exchange of Preferred Stock for 8 1/2%
Subordinated Debentures due 2012.
(e) The tax effect on adjustments (a), (b), (c) and (d), above, calculated
at the Company's marginal tax rate of 38% which amounted to a benefit of
$581,000 for the fiscal year ended August 31, 1995 and $286,000 for the nine
months ended May 41, 1996.
(f) The reduction in the Company's tax provision as a result of NYCOR's
losses offsetting Fedders' income, calculated at Feddes' marginal effective
tax rate of 38%, which amounted to $931,000 for the fiscal year ended August
31, 1995 and $3,866,000 for the nine months ended May 31, 1996.
(g) The increase in Preferred Stock dividends related to the issuance of
Fedders Convertible Preferred Stock with an annual dividend rate of 6.1%
issued in connection with the Merger.
2. Pro forma adjustments giving effect to the Merger in the unaudited pro
forma condensed balance sheet reflect the following:
(a) The issuance of approximately 7,643,000 shares of Fedders Convertible
Preferred Stock, with a value of $6.25 per share, for all the outstanding
Common, Class A and Class B shares of NYCOR.
(b) Purchase accounting adjustments associated with the Merger, including
adjustments of inventory and fixed assets to fair value, accrual of various
severance and other costs related to the Merger and the net increase of
NYCOR's goodwill.
(c) The net reduction of NYCOR's deferred tax asset valuation allowance by
$3,000,000 resulting from certain net operating loss carryforwards and
reversing temporary differences of NYCOR becoming available to the Company in
future years, and their utilization being more likely than not.
(d) The elimination of the intercompany receivable and payable resulting
from compressor sales by NYCOR to Fedders.
(e) The elimination of the NYCOR net assets acquired.
3. Pro Forma Earnings per share
Pro forma earnings per share for the year ended August 31, 1995 and the nine
months ended May 31, 1996 have been computed by dividing pro forma income
attributable to common stockholders by the weighted average number of shares
of Common, Class A and Class B and other common stock equivalents (excluding
the Fedders Convertible Preferred Stock which is not a common stock
equivalent) outstanding during the period which amounted to 41,001,000 and
41,281,000, respectively. Fully diluted pro forma earnings per share has
been computed by dividing consolidated net income, before Preferred Stock
dividends, by the weighted average number of common stock equivalents
outstanding during the period assuming the conversion of Convertible
Preferred Stock occurred at the beginning of the periods presented.
<PAGE>
RIDER 1-A
Salvatore Giordano, Sal Giordano, Jr. and Joseph Giordano who were
directors and substantial owners of capital stock of NYCOR are directors and
substantial owners of capital stock of Fedders. As a result of the merger,
each of these individuals are the beneficial owner of more than 5% of the
Convertible Preferred Stock of Fedders.
