FORM 8-A
Securities and Exchange Commission
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FEDDERS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2572390
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
505 Martinsville Road
Liberty Corner, New Jersey 07938-0813
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE
REGISTERED
8 1/2% Convertible Subordinated
Debentures due 2012 New York Stock Exchange
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
8 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012
The 8% Convertible Subordinated Debentures due 2012 (the
"DEBENTURES") were originally issued in March 1996 by NYCOR, Inc., a
Delaware corporation ("NYCOR"), in exchange for NYCOR's then outstanding
$1.70 Convertible Exchangeable Preferred Stock pursuant to an Indenture
(the "INDENTURE") between NYCOR and The First National Bank of Boston,
as Trustee, which has been succeeded by State Street Bank and Trust
Company, as trustee (the "TRUSTEE"). The Debentures will become
obligations of Fedders Corporation, a Delaware corporation (the
"COMPANY"), upon consummation of the proposed merger (the "MERGER") of
NYCOR into the Company which is scheduled to occur on or about August
13, 1996. The Debentures are limited to an aggregate principal amount
equal to $22,806,300 and are unsecured, subordinated obligations of the
Company. The Debentures will be issued only as fully registered
debentures, without coupons, in denominations of $20 and integral
multiples of $20. All Debentures must bear a certificate of
authentication executed by the Trustee. The Debentures are transferable
at the office maintained by the Company for such purpose in the Borough
of Manhattan, City and State of New York.
The following is a brief description of the Debentures, which
does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the Indenture, a copy of which has been
incorporated by reference as an Exhibit to the Registration Statement on
Form 8-A of the Company relating to the Debentures. Such description is
presented as if the Merger had occurred on the date hereof and the
Debentures had become obligations of the Company.
MATURITY AND INTEREST
The Debentures mature on June 15, 2012, and bear interest from
the date of issue at the rate of 8% per annum, payable semi-annually on
June 15 and December 15 of each year commencing June 15, 1996. Interest
on the Debentures will be payable to the persons in whose names they are
registered at the close of business on the fifteenth day of the
preceding month. The Debentures will be payable both as to principal
and interest at the office maintained by the Company for such purpose,
in the Borough of Manhattan, City and State of New York, provided that,
at the option of the Company, payment of interest may be made by check
mailed to the registered holders of Debentures entitled thereto at their
addresses as they appear on the registry books for the Debentures.
CONVERSION
The Debentures are convertible at their principal amount into
Convertible Preferred Stock, par value $1.00, of Fedders (the "FEDDERS
CONVERTIBLE PREFERRED STOCK") at any time prior to maturity, initially
at the conversion rate of 2.22 shares of Fedders Convertible Preferred
Stock for each $20 in principal amount of Debentures (subject to
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adjustments as described below), except that the right to convert
Debentures which are called for redemption terminates on the date fixed
for redemption. Such conversion rate is subject to adjustment upon the
occurrence of any of the following events: the subdivision or
combination of outstanding shares of Fedders Convertible Preferred
Stock; the payment of dividends in shares of Fedders Convertible
Preferred Stock; the issuance of rights or warrants to holders of
Fedders Convertible Preferred Stock entitling them to acquire shares of
Fedders Convertible Preferred Stock (or securities convertible into such
shares) at less than the current market price per share (as defined) of
Fedders Convertible Preferred Stock; or the distribution to holders of
Fedders Convertible Preferred Stock of evidences of indebtedness or
securities or assets (excluding cash dividends payable out of
consolidated earnings or retained earnings or dividends payable in
shares of Fedders Convertible Preferred Stock) or rights or warrants to
subscribe for securities of the Company or any of its subsidiaries
(other than those referred to above). In case of any reclassification
or change in the Fedders Convertible Preferred Stock (other than a
change in par value or a subdivision or combination), any consolidation
or merger of the Company with or into any other corporation (other than
a merger in which the Company is the surviving corporation), or any sale
or transfer of substantially all the assets of the Company, any holder
of Debentures will be entitled, after the occurrence of any such event,
to receive on conversion the consideration which the holder would have
received had he converted immediately prior to the occurrence of such
event. No adjustment of the conversion rate will be required unless it
would result in at least a 1% increase or decrease in the conversion
rate; however, any adjustment not made is carried forward.
Fractional shares of Fedders Convertible Preferred Stock will
not be issued upon conversion, but the Indenture provides that a person
otherwise entitled to a fractional interest shall receive cash equal to
the market value of such fractional interest on the last trading day
prior to the date of such conversion. On conversion, no adjustment for
interest or dividends will be made.
The Company has reserved the right to make such adjustments in
the conversion rate in addition to those required in the foregoing
provisions as it shall determine to be advisable in order that certain
stock-related distributions which may hereafter be made by the Company
to its shareholders shall not be taxable to them.
OPTIONAL REDEMPTION
The Debentures are redeemable at the option of the Company, as
a whole or from time to time in part, on not less than 30 nor more than
60 days' notice, at the prices (expressed in percentages of the
principal amount) of 100.85%, if redeemed during the twelve-month period
beginning June 15, 1996, and 100%, if redeemed on or after June 15,
1997, together with accrued interest to the date fixed for redemption.
If less than all the Debentures will be redeemed, the Trustee
shall by lot or pro rata, or such other method as the Trustee shall deem
to be substantially equivalent thereto, select in such manner as it
shall deem appropriate and fair in its sole discretion
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the particular Debentures to be redeemed, provided that no Debentures
shall be redeemed in part in amounts other than $20 or integral
multiples thereof.
SINKING FUND
The Debentures are also subject to redemption on at least 30
days' notice by mail through the operation of a mandatory sinking fund
on June 15, 1997, and on each June 15 thereafter to and including June
15, 2011, at 100% of their principal amount together with accrued
interest to the date fixed for redemption. The sinking fund will
provide for the redemption on each such date of $1,140,320 principal
amount of Debentures. The Company may, at its option, receive credit
against sinking fund payments for Debentures acquired through purchase
and surrendered for cancellation, called for redemption otherwise than
through the sinking fund or which have not been called for redemption
through operation of the sinking fund and have been surrendered for
conversion. If the amount of any sinking fund payment required to be
satisfied in cash, plus any balance of any preceding sinking fund
payment, is $25,000 or less, the Company has the right to carry over
such payment to the next sinking fund payment date.
SUBORDINATION
The indebtedness evidenced by the Debentures is subordinated as
summarized below to all Senior Indebtedness. Senior Indebtedness is
defined in the Indenture as the principal of, premium, if any, and
unpaid interest on all Indebtedness of the Company outstanding on the
date of the Indenture or thereafter incurred unless it is provided in
the appropriate instrument that such Indebtedness is not senior to the
Debentures. "Indebtedness" means any (i) indebtedness of the Company
(a) for money borrowed, or (b) evidenced by a note, debenture or similar
instrument given in connection with the acquisition, other than in the
ordinary course of business, of any property or assets, or (ii)
liability or obligation of the Company arising under a lease of
property, equipment or other assets which, pursuant to generally
accepted accounting principles then in effect, is classified upon the
balance sheet of the Company as a liability of the Company or (iii)
express written guaranty by the Company of the indebtedness of another
(including any subsidiary of the Company) of the type described in
clauses (i) (a) or (i) (b) above which is outstanding on he date the
Indenture was originally executed, or any such guaranty thereafter
executed by the Company, where the liability or obligation of the
Company arising thereunder is, under the express provisions of such
guaranty, superior in right of payment to the Debentures.
Notwithstanding the foregoing, Senior Indebtedness shall not include
Indebtedness of the Company to any subsidiary for money borrowed or
advances from such subsidiary.
No payment may be made by the Company with respect to the
principal of or premium, if any, or interest on the Debentures or as a
sinking fund payment (except sinking fund payments made with a credit of
Debentures) if (i) there shall be a failure in the payment of principal
of or premium, if any, or interest on any Senior Indebtedness which has
matured (whether by acceleration or otherwise) or (ii) there shall be
any other
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event of default with respect to any Senior Indebtedness, as such event
of default is defined therein, as a result of which payment of such
Senior Indebtedness has been declared to be due and payable or required
to be prepaid prior to the stated maturity thereof, unless and until
such event of default shall have been cured or waived or shall have
ceased to exist or such acceleration shall have been rescinded or
annulled. In the event of any payment or distribution of assets of the
Company upon dissolution, winding-up, liquidation or reorganization of
the Company, the holders of all Senior Indebtedness will be entitled to
receive payment in full of all principal, premium, if any, and interest
before the holders of the Debentures will be entitled to receive any
payment on account of principal, premium, if any, or interest. By
reason of the subordination provisions described herein, the holders of
Senior Indebtedness and general creditors may receive more, ratably,
than the holders of Debentures.
EVENTS OF DEFAULT; RIGHTS ON DEFAULT
The following are "Events of Default" under the Indenture:
failure to pay interest when due for 30 days; failure to pay principal
or make a sinking fund installment when due; failure on the part of the
Company to observe any of its other covenants under the Indenture for a
period of 60 days after notice from the Trustee or holders of at least
25% in aggregate principal amount of the Debentures; default on any
indebtedness of the Company in excess of $1,000,000 as a result of which
such indebtedness may be accelerated or resulting in such indebtedness
being declared due and payable or becoming due or payable; and certain
events of bankruptcy or reorganization of the Company.
The Indenture provides that the Trustee shall, within 90 days
after the occurrence of a default, give to the Debentureholders notice
of all uncured defaults known to it; provided that, except in the case
of default in the payment of the principal of and premium, if any, or
interest on any of the Debentures, or in the payment of any sinking fund
installment, the Trustee shall be protected in withholding such notice
if in good faith it determines that the withholding of such notice is in
the interests of the Debentureholders.
The Company is required, pursuant to the terms of the
Indenture, to furnish to the Trustee within 120 days after the close of
each fiscal year a statement of certain officers of the Company to the
effect that they have reviewed the activities of the Company and its
performance under the Indenture and that, to the best of their
knowledge, no default has occurred (or, if one has occurred, specifying
its nature and status).
The Indenture provides that during the continuance of any Event
of Default, either the Trustee or the holders of not less than 25% of
the Debentures then outstanding may declare the principal of all the
Debentures due and payable by written notice to the Company (and to the
Trustee, if given by the Debentureholders). However, such declaration
and its consequences may be rescinded and annulled in certain
circumstances by the holders of a majority in aggregate principal amount
of the outstanding Debentures. The holders of a majority in aggregate
principal amount of the
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outstanding Debentures also have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust power conferred on the Trustee, except
as otherwise provided in the Indenture.
The Indenture provides that in case an Event of Default shall
occur (which shall not have been cured or waived) the Trustee is
required to use the degree of care and skill of a prudent man in the
conduct of his own affairs. Subject to such provisions, the Trustee is
under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the Debentureholders, unless they
shall have offered to the Trustee reasonable security or indemnity.
Except as specifically provided in the Indenture, nothing therein
relieves the Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct.
No holder of any Debenture has the right to institute suit to
enforce the Indenture unless (l) he has given notice of the default to
the Trustee, (2) the holders of at least 25% in aggregate principal
amount of the Debentures outstanding have requested the Trustee to
institute suit and have offered to provide the Trustee with reasonable
indemnity against liability in connection with such suit, and (3) the
Trustee has failed to institute such suit for 60 days after receipt of
such request and offer of indemnity.
The Indenture provides that the right of each holder of the
Debentures to enforce his rights to receive payment of principal of,
premium, of any, and interest on the Debentures held by him or to
convert such Debentures in accordance with the provisions of the
Indenture will not be impaired without his consent.
SATISFACTION AND DISCHARGE
The Indenture must be fully satisfied on the final maturity
date (or date of full redemption) by the Company's deposit with the
Trustee of sufficient funds to pay the principal and interest due or to
become due on the Debentures. The Indenture may be satisfied prior to
maturity by the Company's delivery to the Trustee of all of the
outstanding Debentures.
CERTAIN COVENANTS
So long as any Debentures are outstanding, the Company will
not, and will not permit any subsidiary to, directly or indirectly,
create, incur, assume or suffer to be created, incurred, assumed or to
exist or to become effective any consensual encumbrance or restrictions
on the ability of any subsidiary to (a) pay any dividends or make any
other distributions on such subsidiary's capital stock (other than
restrictions on the payment of dividends and the making of distributions
in effect on the date of the Indenture); (b) pay any indebtedness owed
to the Company or any other subsidiary; or (c) make any loans or
advances or transfer any of its property or assets to the Company or any
other subsidiary.
So long as any Debentures are outstanding, the Company will
not, directly or indirectly, (a) declare or pay any dividend or make any
distribution in respect of its
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capital stock (other than a dividend or distribution payable in shares
of capital stock of the Company), or (b) make or permit any subsidiary
to make any payment on account of the purchase, redemption or other
acquisition or retirement of any capital stock of the Company or
warrants, rights or options to purchase or acquire any such capital
stock or (c) make or permit any subsidiary to make any payment on
account of the purchase, redemption or other acquisition or retirement
of any Indebtedness of the Company subordinated in right of payment to
the Debentures, unless , in each case (i) no Event of Default and no
event which, after notice or lapse of time or both, would become an
Event of Default shall have occurred or be continuing at the time of
such dividend, distribution or payment or shall occur as a result
thereof, and (ii) after giving effect, as if paid, to the proposed
dividend, distribution or payment, the aggregate amount of all such
dividends, distributions and payments (the amount of any such payment,
if other than cash, to be determined by the Board of Directors whose
determination shall be conclusive and evidenced by a resolution of the
Board filed with the Trustee) declared or made after the date of the
Indenture does not exceed the sum of (w) the aggregate net proceeds,
including the fair market value of property other than cash (as
determined by the Board of Directors of the Company, whose determination
shall be conclusive and evidenced by a resolution of the Board filed
with the Trustee), received by the Company from the issuance or sale
after December 31, 1986 of shares of its capital stock (other than
shares of $1.70 Convertible Exchangeable Preferred Stock of NYCOR sold
in 1987) or of warrants, rights or options to purchase or acquire any
such capital stock; plus (x) the aggregate principal amount of any
indebtedness of the Company which is converted into shares of its
capital stock subsequent to December 31, 1986 to the date of the
proposed dividend, distribution or payment, (y) 75% of the Consolidated
Net Income (but 100% of the Consolidated Net Loss) of the Company for
the period (taken as one accounting period) from December 31, 1986 to
the date of the proposed dividend, distribution or payment, plus (z)
$5,000,000; PROVIDED, HOWEVER, that the foregoing provisions shall not
prevent (1) the payment of regular dividends on, or the making of
mandatory sinking fund payments in respect of, or the redemption
pursuant to any mandatory sinking fund of, any shares of capital stock
of the Company issued in connection with the acquisition, other than in
the ordinary course of business, of any property or assets (other than
cash or securities of the Company or its subsidiaries) where such
capital stock ranks senior to the Company's Common Stock, but all
payments made for such purposes shall be taken into account in any
computation as described above, (2) the payment of any dividend within
60 days after the date of declaration thereof, if at such declaration
date such declaration complied with the provisions described above, or
(3) the retirement of any shares of any class of the Company's capital
stock by exchange for, or out of the proceeds of the substantially
concurrent sale of, other shares of its capital stock or Indebtedness of
the Company subordinated in right of payment to the Debentures, and no
such retirement or the proceeds of any such sale or exchange shall be
included in the computation described above. "Consolidated Net Income
(Loss)" for any period means the consolidated net income (loss) of the
Company and its consolidated subsidiaries as determined in accordance
with generally accepted accounting principles adjusted by excluding (a)
net extraordinary gains or net extraordinary losses, as the case may be,
during such period
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and (b) net gains or losses in respect of dispositions of assets other
than in the ordinary course of business.
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
The Company may not consolidate or merge with any corporation
or convey or transfer its properties and assets substantially as an
entirety to any person unless (a)(i) the Company is the surviving
corporation following such merger or (ii) the corporation (if other than
the Company) formed by such consolidation or into which the Company is
merged or the person which acquires by conveyance or transfer the
properties and assets of the Company is organized under the laws of the
United States or any state thereof or the District of Columbia, and
assumes all obligations of the Company under the Indenture and the
Debentures; (b) immediately after giving effect to such transaction, no
Event of Default and no event which, after notice or lapse of time, or
both, would become an Event of Default, shall have happened and be
continuing; and (c) certain officer's certificates and legal opinions
are obtained.
MODIFICATION OF THE INDENTURE
With certain exceptions, the obligations of the Company and the
rights of the holders of Debentures may be modified only with the
consent of the Company and of the holders of not less than 66 2/3% in
principal amount of the Debentures at the time outstanding; PROVIDED,
HOWEVER, that, without the consent of the holder of each Debenture so
affected, no such modification shall change the stated maturity of any
Debenture, or reduce the principal amount thereof or any premium
thereon, or reduce the amount or change the time of payment of interest
thereon, or change the place or currency of payment, or impair the right
of any holder of Debentures to institute suit for the enforcement of any
such payment when due, or change the conversion or subordination
provisions of the Indenture in a manner adverse to the holders of
Debentures, or reduce the aforesaid percentage of Debentures the consent
of the holders of which is required for any such modification or the
consent of the holders of which is required for any waiver (of
compliance with certain provisions of the Indenture or certain defaults
thereunder and their consequences) provided for in the Indenture, or
modify any of the provisions in the Indenture relating to such
modification or the waiver of default except to increase any such
percentage or to provide that certain other provisions of the Indenture
cannot be modified or waived without the consent of the holders of each
Debenture affected thereby. The Company and the Trustee also are
permitted to supplement the Indenture without the consent of the holders
of Debentures for certain limited purposes.
CAPITAL STOCK OF FEDDERS
The Debentures are convertible into Fedders Convertible
Preferred Stock, and each share of the Fedders Convertible Preferred
Stock, in turn, is convertible into one share of Class A Stock, par
value $1.00, of Fedders. The description of the authorized
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capital stock of Fedders is incorporated herein by reference to the
Registration Statement on Form 8-A of Fedders dated July 31, 1996
relating to the Fedders Convertible Preferred Stock.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
1. Restated Certificate of Incorporation of Fedders Corporation, as
amended through April 24, 1992 (incorporated by reference to
Exhibit 3(i) to the Registration Statement on Form S-4 of
Fedders Corporation (No. 333-00483)).
2. Form of Certificate of the Powers, Designation, Preferences,
Rights and Limitations of Convertible Preferred Stock of Fedders
Corporation (incorporated by reference to Exhibit 2 to the
Registration Statement on Form 8-A of Fedders Corporation dated
July 31, 1996).
3. By-laws of Fedders Corporation, as amended through January 26,
1988 (incorporated by reference to Exhibit 3(vii) to the
Registrant's Annual Report on Form 10-K for the year ended
August 31, 1987 [Commission File No. 1-8831]).
4. Form of Indenture between NYCOR, Inc. and The First National Bank
of Boston (incorporated by reference to Exhibit 4(i) to Amendment
No. 1 to the Registration Statement on Form S-2 of NYCOR, Inc.
(No. 33-14801)).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
FEDDERS CORPORATION
(Registrant)
By: /S/ S. A. MUSCARNERA
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S. A. Muscarnera
Senior Vice President and
Secretary
Date: August 8, 1996
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1. Restated Certificate of Incorporation of Fedders Corporation, as
amended through April 24, 1992 (incorporated by reference to
Exhibit 3(i) to the Registration Statement on Form S-4 of Fedders
Corporation (No. 333-00483)).
2. Form of Certificate of the Powers, Designation, Preferences, Rights and
Limitations of Convertible Preferred Stock of Fedders Corporation
(incorporated by reference to Exhibit 2 to the Registration Statement
on Form 8-A of Fedders Corporation dated July 31, 1996).
3. By-laws of Fedders Corporation, as amended through January 26, 1988
(incorporated by reference to Exhibit 3(vii) to the Registrant's Annual
Report on Form 10-K for the year ended August 31, 1987 [Commission File
No. 1-8831]).
4. Form of Indenture between NYCOR, Inc. and The First National Bank of
Boston (incorporated by reference to Exhibit 4(i) to Amendment No. 1 to
the Registration Statement on Form S-2 of NYCOR, Inc. (No. 33-14801)).
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