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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
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13,
1996
FEDDERS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
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1-8831 22-2572390
(Commission File Number) (IRS Employer Identification Number)
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505 Martinsville Road
Liberty Corner, New Jersey 07977
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (908) 604-8686
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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 Class A 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
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is not practicable to provide the required financial
information at the date hereof. The financial statements will be
filed under cover of an amendment to the Form 8-K as soon as
practicable but, in any event, no later than 60 days after August
28, 1996.
(b) Pro Forma Financial Statements
It is not practicable to provide the required pro forma financial
information at the date hereof. The pro forma financial
statements will be filed under cover of an amendment to the Form
8-K as soon as practicable but, in any event, no later than 60
days after August 28, 1996.
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(c) Exhibits
Exhibit No. Description
2. The Agreement and Plan of Merger dated November 30, 1995,
as amended by Amendment No. 1 dated March 15, 1996 and Amendment
No. 2 dated as of April 10, 1996 (incorporated by reference to
Annex A to the Proxy Statement - Prospectus dated May 10, 1996
included in the Registrant's Registration Statement on Form S-4
(No. 333-00483)).
4(1) Restated Certification 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)).
4(2) Form of Certificate of 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).
4(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 Form 10-K for the year ended
August 31, 1987 [Commission File No. 1-8831]).
4(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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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
FEDDERS CORPORATION
By /s/Thomas A. Kroll
Thomas A. Kroll
Corporate Controller
Date: August 29, 1996 Signing both in his capacity as
Corporate Controller on behalf
of the Registrant
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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 became the
beneficial owner of more than 5% of the Convertible Preferred
Stock of Fedders.
