FEDDERS CORP /DE
8-K, 1999-09-01
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 August 19, 1999
                       ---------------------------------
                       (Date of earliest event reported)

                              FEDDERS CORPORATION
           ------------------------------------------------------
           (Exact name of Registrant as specified in its charter)

   Delaware                      1-8831               22-2572390
 ----------------------------------------------------------------------
  (State of               (Commission File No.)      (IRS Employer
 Incorporation)                                     Identification No.)


            505 Martinsville Road, Liberty Corner, NJ 07938-0813
       --------------------------------------------------------------
           (Address of principal executive offices)   (zip code)


                               (908) 604-8686
       --------------------------------------------------------------
            (Registrant's telephone number, including area code)


                               Not Applicable
       --------------------------------------------------------------
       (Former name or former address, if changed since last report)


 Item 5.   Other Events

           On August 19, 1999, Fedders Corporation announced a $50 million
 offering of 93/8% Senior Subordinated Notes due 2007 (the "Notes") by its
 wholly-owned subsidiary, Fedders North America, Inc., pursuant to Rule 144A
 promulgated under the Securities Act of 1933, as amended.  The Notes will
 be guaranteed by Fedders Corporation on a senior subordinated basis.
 Attached as Exhibit 99.1 is a press release issued by Fedders Corporation
 in connection with this offering; the exhibit is incorporated herein by
 reference.

 Item 7.   Financial Statements and Exhibits

      (c)  Exhibits

           99.1      Press Release, dated August 19, 1999, regarding Fedders
                     Corporation's announcement of a $50 million offering of
                     93/8% Senior Subordinated Notes due 2007 (the "Notes")
                     by its wholly-owned subsidiary, Fedders North America,
                     Inc.

                               SIGNATURES

           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/   Robert N. Edwards
                               --------------------------
                           Name:    Robert N. Edwards
                           Title:   Vice President
                                    and General Counsel


 Date: September 1, 1999

                               EXHIBIT INDEX



 Exhibit
 No.
 -------
 99.1      Press Release, dated August 19, 1999, regarding Fedders
           Corporation's announcement of a $50 million offering of 93/8%
           Senior Subordinated Notes due 2007 (the "Notes") by its
           wholly-owned subsidiary, Fedders North America, Inc.
 -----------------------------------------------------------------------





                                                            Exhibit 99.1


 Company Press Release

 SOURCE: Fedders Corporation

 Fedders Announces Issuance of $50 Million Senior
 Subordinated Notes Due 2007

 LIBERTY CORNER, N.J., Aug. 19 /PRNewswire/ -- Fedders Corporation (NYSE:
 FJA - news, FJC - news), today announced that its wholly-owned subsidiary,
 Fedders North America, Inc. has made an offering pursuant to Rule 144A
 under the Securities Act of 1933 of $50 million aggregate principal amount
 of 9-3/8% Senior Subordinated Notes due 2007 as an addition to its $100
 million principal amount of notes issued in August 1997. The Notes will be
 guaranteed by Fedders Corporation on a senior subordinated basis.

 The net proceeds will be used primarily to replenish cash used in
 connection with the recent acquisition of Trion, Inc., a world leader in
 the indoor air quality industry.

 The offering of the Senior Subordinated Notes has not been registered under
 the Securities Act and may not be offered or sold in the United States
 absent registration under the Securities Act or an exemption from the
 registration requirements of the Securities Act.

 Visit the Fedders investor information website at http://www.FEDDERS.com to
 access additional information on Fedders including annual reports, SEC
 filings and special reports.

 This news release includes forward-looking statements that are covered
 under the "Safe-Harbor" clause of the Private Securities Litigation
 Reform Act of 1995.





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