SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 1
NYCOR, Inc.
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(Name of the Issuer)
NYCOR, Inc.
Fedders Corporation
Salvatore Giordano
Sal Giordano, Jr.
Joseph Giordano
William J. Brennan
S. A. Muscarnera
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(Name of Person(s) Filing Statement)
Common Stock, $1 par value
Class A Stock, $1 par value
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(Title of Class(es) of Securities)
670664 40 8
670664 50 7
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(CUSIP Number of Class(es) of Securities)
Kent E. Hansen, Esq.
NYCOR, Inc.
287 Childs Road
Basking Ridge, New Jersey 07920
(908) 953-8200
Robert N. Edwards, Esq.
Fedders Corporation
505 Martinsville Road
Liberty Corner, New Jersey 07938-0813
(908) 604-8686
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
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a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X].
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
$47,376,421 $16,336.36.
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* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933 with respect to
the Registration Statement on Form S-4 referred to below.
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $16,336.36
Form or Registration No.: Registration Statement on Form S-4
(No. 333-00483)
Filing Party: Fedders Corporation
Date Filed: January 29, 1996
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CROSS-REFERENCE SHEET
Pursuant to General Instruction F to Schedule 13E-3, the
following cross-reference sheet shows the location in the Proxy
Statement-Prospectus (the "PROXY STATEMENT-PROSPECTUS") included in
Amendment No. 3 ("AMENDMENT NO. 3") to the Registration Statement on
Form S-4 (No. 33-00483) (the "REGISTRATION STATEMENT") filed by Fedders
Corporation ("FEDDERS") on April 15, 1996 of the information required
to be included in response to the items of Schedule 13E-3. Pursuant to
Rule 14a-6(j) under the Securities Exchange Act of 1934, the filing of
the Registration Statement was deemed to satisfy the obligation of
Fedders and NYCOR, Inc. ("NYCOR") to file the Proxy Statement-Prospectus
as its preliminary proxy material pursuant to Rule 14a-6. The
information contained in the Proxy Statement-Prospectus included in
Amendment No. 3 (the "PROXY STATEMENT-PROSPECTUS") referred to in the
following cross-reference sheet is hereby incorporated by reference by
Fedders, NYCOR and Salvatore Giordano, Sal Giordano, Joseph Giordano,
William J. Brennan and S. A. Muscarnera (collectively, the "AFFILIATED
DIRECTORS") in response to the corresponding items of Schedule 13E-3.
ITEM OF
SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT-PROSPECTUS
Item 1(a) Outside front cover page of the Proxy Statement-
Prospectus; Summary - Parties to the Merger; Summary -
The Merger; Exchange Ratio; Introduction; The Merger -
General; The Merger - The Merger Agreement
Item 1(b) The NYCOR Special Meeting
Item 1(c) Summary - Comparative Stock Price Information;
Comparative Stock Price Information
Item 1(d) Summary - Comparative Stock Price Information;
Comparative Stock Price Information
Item 1(e) Not applicable
Item 1(f) Security Ownership of Directors and Executive Officers
of NYCOR
Item 2(a) Directors and Executive Officers of the Registrant
(Annex B)
Item 2(b) Directors and Executive Officers of the Registrant
(Annex B)
Item 2(c) Directors and Executive Officers of the Registrant
(Annex B)
Item 2(d) Directors and Executive Officers of the
Registrant(Annex B)
Item 2(e) Not applicable
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ITEM OF
SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT-PROSPECTUS
Item 2(f) Not applicable
Item 2(g) Not applicable
Item 3(a)(1) Business; Directors and Executive Officers of the
Registrant; Executive Compensation and Note 2 to
Consolidated Financial Statements (Annex B)
Item 3(a)(2) Summary; The Merger -Reasons for the Merger; The
Merger - Background of the Merger; The Merger -
Interests of Certain Persons in the Merger
Item 3(b) Summary; The Merger - Reasons for the Merger; The
Merger - Background of the Merger; The Merger -
Interests of Certain Persons in the Merger
Item 4(a) Summary - The Merger; Exchange Ratio; The Merger - The
Merger Agreement
Item 4(b) Special Factors - Purposes and Effects of the Merger;
The Merger - Interests of Certain Persons in the
Merger
Item 5(a) Amendments of Fedders Charter to Increase the Number
of Authorized Shares of Fedders Common Stock, Class A
Stock and Preferred Stock
Item 5(b) Not applicable.
Item 5(c) The Merger - The Merger Agreement - Directors,
Officers and Employees
Item 5(d) The Merger - The Merger Agreement; Comparative Stock
Price Information; Description of Fedders Capital
Stock - Fedders Convertible Preferred Stock; Certain
Differences in the Rights of Fedders and NYCOR
Stockholders
Itrem 5(e) Not applicable.
Item 5(f) Special Factors - Purposes and Effects of the Merger
Item 5(g) Special Factors - Purposes and Effects of the Merger
Item 6(a) The Merger - General; The Merger - The Merger
Agreement
Item 6(b) The Merger - Expenses of the Merger
Item 6(c) Not applicable
Item 6(d) Not applicable
Item 7(a) Special Factors - Purposes and Effects of the Merger;
The Merger - Reasons for the Merger
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ITEM OF
SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT-PROSPECTUS
Item 7(b) Special Factors - Purposes and Effects of the Merger;
The Merger - Background of the Merger
Item 7(c) Special Factors - Purposes and Effects of the Merger;
The Merger - Reasons for the Merger; The Merger -
Background of the Merger
Item 7(d) Summary - Certain Federal Income Tax Consequences of
the Merger; Special Factors - Purposes and Effects of
the Merger; The Merger - General; The Merger- Certain
Federal Income Tax Consequences of the Merger
Item 8(a) and (b) Special Factors - Fairness of the Merger to the
Stockholders of NYCOR; Summary - Selected Financial
Information; Summary - Pro Forma Financial Data;
Incorporation of Certain Documents by Reference;
Comparative Stock Price Information; Summary -
Recommendations of the Boards of Directors; The
Fedders Annual Meeting; The NYCOR Special Meeting
Item 8(c) Special Factors - Fairness of the Merger to the
Stockholders of NYCOR; Summary - Votes Required; The
Fedders Annual Meeting; The NYCOR Special Meeting
Item 8(d) Special Factors - Fairness of the Merger to the
Stockholders of NYCOR
Item 8(e) Special Factors - Fairness of the Merger to the
Stockholders of NYCOR; The Merger - Background of the
Merger
Item 8(f) Special Factors j- Fairness of the Merger to the
Stockholders of NYCOR
Item 9(a) Summary - Opinions of Financial Advisors; Special
Factors - Opinion of Financial Advisor to NYCOR; The
Merger - Opinion of Financial Advisor to Fedders; The
Merger - Opinion of Financial Advisor to NYCOR
Item 9(b) Summary - Opinions of Financial Advisors; Special
Factors - Opinion of Financial Advisor to NYCOR; The
Merger - Opinion of Financial Advisor to Fedders; The
Merger - Opinion of Financial Advisor to NYCOR
Item 9(c) Annex C and Annex D
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ITEM OF
SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT-PROSPECTUS
Item 10(a) Security Ownership of Directors and Executive Officers
of NYCOR
Item 10(b) Not applicable
Item 11 Summary - Interests of Certain Persons in the Merger;
The Merger - The Merger Agreement - Directors,
Officers and Employees; The Merger - Interests of
Certain Persons in the Merger
Item 12(a) The Fedders Annual Meeting ; The NYCOR Special Meeting
Item 12(b) Summary - Recommendations of the Boards of Directors;
The Fedders Annual Meeting; The NYCOR Special Meeting
Item 13(a) Cover page; Summary - Dissenting Stockholders' Rights;
The Merger - Dissenting Stockholders' Rights
Item 13(b) Not applicable
Item 13(c) Not applicable
Item 14(a)(1) Annex B
Item 14(a)(2) Not applicable
Item 14(a)(3) Summary - Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
Item 14(a)(4) Summary - Comparison of Certain Unaudited Per Share
Data
Item 14(b) Summary - Comparison of Certain Unaudited Per Share
Data; Summary - Pro Forma Financial Data; Summary -
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
Item 15(a) Cost of Solicitation
Item 15(b) Cost of Solicitation
Item 16 Not applicable
Item 17 Annex A, Annex C; Annex D, Annex E
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information required by Item 1(a) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: Cover page; "SUMMARY - Parties to the Merger";
"SUMMARY - The Merger; Exchange Ratio"; "INTRODUCTION"; "THE MERGER -
General"; "THE MERGER - The Merger Agreement."
(b) The information required by Item 1(b) of Schedule 13E-3 is
hereby incorporated by reference to the following portion of the Proxy
Statement-Prospectus: "THE NYCOR SPECIAL MEETING."
(c) The information required by Item 1(c) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SUMMARY - Comparative Stock Price Information";
"COMPARATIVE STOCK PRICE INFORMATION."
(d) The information required by Item 1(d) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SUMMARY - Comparative Stock Price Information";
"COMPARATIVE STOCK PRICE INFORMATION."
(e) Neither NYCOR, Fedders or any of the Affiliated Directors
has made an underwritten public offering of any shares of capital stock
of NYCOR for cash during the past three years which was registered under
the Securities Act of 1933 or exempt from registration thereunder
pursuant to Regulation A.
(f) In May 1994, NYCOR received 4,611 shares of its Common
Stock and 71,628 shares of its Class A Stock from certain officers and
directors in payment of the exercise price of stock options issued
pursuant to NYCOR's stock option plans. The option price for the shares
of Common Stock and Class A Stock was $2.50 and $2.3125, respectively.
Also in 1994, NYCOR received 27,586 shares of its Class A Stock which
had been issued as restricted stock to an employee who ceased employment
prior to the date on which ownership of the stock would have vested.
Other information required by Item 1(f) of Schedule 13E-3 is
hereby incorporated by reference to the following portion of the Proxy
Statement-Prospectus: "Security Ownership of Directors and Executive
Officers of NYCOR."
ITEM 2. IDENTITY AND BACKGROUND
NYCOR, one of the persons filing this Schedule 13E-3, is the
issuer of the classes of equity securities which are the subject of the
Rule 13e-3 transaction which as a result of the merger of NYCOR with and
into Fedders (the "Merger") will thereafter be owned by fewer than 300
persons.
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Fedders, one of the persons filing this Schedule 13E-3, is a
Delaware corporation whose principal place of business is 505 Martinsville
Road, Liberty Corner, New Jersey.
The Affiliated Directors are natural persons each of whom has a
business address c/o NYCOR, Inc., 287 Child Road, Basking Ridge, New
Jersy 07902.
(a), (c) and (d) The information required by Items 2(a), (c)
and (d) of Schedule 13E-3 with respect to the directors of NYCOR is
hereby incorporated by reference to Item 11 in NYCOR's Annual Report on
Form 10-K for the year ended December 31, 1995 which is included as
Annex B to the Proxy Statement-Prospectus.
The information required by Items 2(a), (c) and (d) of Schedule
13-E3 with respect to the directors of Fedders (including the Affiliated
Directors) is hereby incorporated by reference to Item 11 in Fedders'
Annual Report of Form 10-K for the fiscal year ended August 31, 1995
which is incorporated by reference into the Proxy Statement-Prospectus.
(b) A business address of each of the directors and executive
officers of NYCOR, including the Affiliated Directors, is c/o NYCOR,
Inc., 287 Childs Road, Basking Ridge, New Jersey 07920. The business
address of Fedders is 505 Martinsville Road, Liberty Corner, New Jersey
07938.
(e) During the last five years, none of the directors or
executive officers of NYCOR (including the Affiliated Directors) and
none of the directors or executive officers of Fedders has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(f) During the past five years, none of the directors or
executive officers of NYCOR (including the Affiliated Directors) and
none of the directors or executive officers of Fedders was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
(g) All of the directors and executive officers of NYCOR
(including the Affiliated Directors) and of Fedders are citizens of the
United States of America.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) The information required by Item 3(a)(1) of Schedule
13E-3 with respect to transactions between Fedders and NYCOR is hereby
incorporated by reference to Items 1, 10 and 13 of the Annual Report on
Form 10-K of NYCOR for the fiscal year ended December 31, 1995 (the
"NYCOR 1995 10-K") which is included as Annex B to the Proxy Statement-
Prospectus and to Note 2 to the consolidated financial statements of
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NYCOR for the year ended December 31, 1995 which are included in the
NYCOR 1995 10-K.
The information required by Item 3(a)(1) of Schedule 13E-3 with
respect to compensation received by the Affiliated Directors from NYCOR
is hereby incorported by reference to Items 10 and 11 of the NYCOR 1995
10-K.
(a)(2) The information required by Item 3(a)(2) of Schedule
13E-3 is hereby incorporated by reference to Items 1, 10 and 13 of the
NYCOR 1995 10-K and to Note 2 to the consolidated financial statements
of NYCOR for the year ended December 31, 1995 which are included in the
NYCOR 1995 10-K and to the following portions of the Proxy Statement-
Prospectus: "SUMMARY"; "THE MERGER -Reasons for the Merger"; "THE MERGER
- Background of the Merger"; and "THE MERGER - Interests of Certain
Persons in the Merger."
(b) The information required by Item 3(b) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SUMMARY"; "THE MERGER - Reasons for the Merger";
"THE MERGER - Background of the Merger" and "THE MERGER - Interests of
Certain Persons in the Merger."
ITEM 4. TERMS OF THE TRANSACTION
(a) The information required by Item 4(a) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: Cover page, "SUMMARY - The Merger; Exchange Ratio"
and "THE MERGER - The Merger Agreement."
(b) The information required by Item 4(b) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SPECIAL FACTORS - Purposes and Effects of the
Merger" and "THE MERGER - Interests of Certain Persons in the Merger."
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) As described in the Proxy Statement-Prospectus, the
proposal for which NYCOR and Fedders will solicit proxies is the Merger
and, in the case of Fedders, the amendments to the Certificate of
Incorporation of Fedders described in the Proxy Statement-Prospectus
under "PROPOSAL NO. 3 - AMENDMENTS OF FEDDERS CHARTER TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF FEDDERS COMMON STOCK, CLASS A STOCK, AND
PREFERRED STOCK," which information is incorporated herein by reference.
(b) Except to the extent that the Merger may constitute a sale
or transfer of all of the assets of NYCOR, neither NYCOR, Fedders or the
Affiliated Directors nor, to the knowledge of NYCOR, Fedders and the
Affiliated Directors, any affiliate of NYCOR has any plan or proposal
regarding a sale or transfer of a material amount of assets of NYCOR or
any of its subsidiaries.
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(c) The information required by Item 5(c) of Schedule 13E-3 is
hereby incorporated by reference to the following portion of the Proxy
Statement-Prospectus: "THE MERGER - The Merger Agreement - Directors,
Officers and Employees."
(d) The information required by Item 5(d) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "THE MERGER - The Merger Agreement"; "COMPARATIVE
STOCK PRICE INFORMATION"; "DESCRIPTION OF FEDDERS CAPITAL STOCK -
Fedders Convertible Preferred Stock"; and "CERTAIN DIFFERENCES IN THE
RIGHTS OF FEDDERS AND NYCOR STOCKHOLDERS."
(e) Fedders has no plan or proposal to make any material
change in the business currently being conducted by NYCOR. To the
knowledge of NYCOR and the Affiliated Directors, other than the effect
of the Merger, Fedders has no plan or proposal to make any material
change in the business currently being conducted by NYCOR.
(f) The information required by Item 5(f) of Schedule 13E-3 is
hereby incorporated by reference to the following portion of the Proxy
Statement-Prospectus: "SPECIAL FACTORS - Purposes and Effects of the
Merger."
(g) The information required by Item 5(f) of Schedule 13E-3 is
hereby incorporated by reference to the following portion of the Proxy
Statement-Prospectus: "SPECIAL FACTORS - Purposes and Effects of the
Merger."
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) The information required by Item 6(a) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "THE MERGER - General" and "THE MERGER - The
Merger Agreement."
(b) The information required by Item 6(b) of Schedule 13E-3 is
hereby incorporated by reference to the following portion of the Proxy
Statement-Prospectus: "THE MERGER - Expenses of the Merger."
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) The information required by Item 7(a) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SPECIAL FACTORS - Purposes and Effects of the
Merger" and "THE MERGER - Reasons for the Merger."
(b) The information required by Item 7(b) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus:
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"SPECIAL FACTORS - Purposes and Effects of the Merger" and "THE MERGER -
Background of the Merger."
(c) The information required by Item 7(c) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus:
"SPECIAL FACTORS - Purposes and Effects of the Merger"; "THE MERGER -
Reasons for the Merger"; and "THE MERGER - Background of the Merger."
(d) The information required by Item 7(d) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SUMMARY - Certain Federal Income Tax
Consequences of the Merger"; "SPECIAL FACTORS - Purposes and Effects of
the Merger"; "THE MERGER - General"; and "THE MERGER - Certain Federal
Income Tax Consequences of the Merger."
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) (b) The information required by Items 8(a) and 8(b) of
Schedule 13E-3 is hereby incorporated by reference to the following
portions of the Proxy Statement-Prospectus: "SPECIAL FACTORS - Fairness
of the Merger to the Stockholders of NYCOR"; "SUMMARY - Selected
Financial Information"; "SUMMARY - Pro Forma Financial Data"; "SUMMARY -
Recommendations of the Boards of Directors"; "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE"; "COMPARATIVE STOCK PRICE INFORMATION"; "THE
FEDDERS ANNUAL MEETING"; and "THE NYCOR SPECIAL MEETING."
(c) The information required by Item 8(c) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SUMMARY - Votes Required"; "SPECIAL FACTORS -
Fairness of the Merger to the Stockholders of NYCOR"; "THE FEDDERS
ANNUAL MEETING"; and "THE NYCOR SPECIAL MEETING."
(d) The information required by Item 8(d) of Schedule 13E-3 is
hereby incorporated by reference to the following portion of the Proxy
Statement-Prospectus: "SPECIAL FACTORS - Fairness of the Merger to the
Stockholders of NYCOR."
(e) The information required by Item 8(e) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SPECIAL FACTORS - Fairness of the Merger to the
Stockholders of NYCOR" and "THE MERGER - Background of the Merger."
(f) The information required by Item 8(f) of Schedule 13E-3 is
hereby incorporated by reference to the following portion of the Proxy
Statement-Prospectus: "SPECIAL FACTORS - Fairness of the Merger to the
Stockholders of NYCOR."
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) The information required by Item 9(a) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SUMMARY - Opinions of Financial Advisors";
"SPECIAL FACTORS - Opinion of Financial Advisor to NYCOR"; "THE MERGER -
Opinion of Financial Advisor to Fedders"; and "THE MERGER - Opinion of
Financial Advisor to NYCOR."
(b) The information required by Item 9(b) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SUMMARY - Opinions of Financial Advisors";
"SPECIAL FACTORS - Opinion of Financial Advisor to NYCOR"; "THE MERGER -
Opinion of Financial Advisor to Fedders"; and "THE MERGER - Opinion of
Financial Advisor to NYCOR."
(c) A copy of the opinion of Laidlaw & Co. addressed to NYCOR
is included as Annex D to the Proxy Statement-Prospectus and will be
distributed to all of the stockholders of NYCOR entitled to vote on the
Merger. A copy of the opinion of TM Capital Corp. addressed to Fedders
is included as Annex C to the Proxy Statement-Prospectus and will be
distributed to all of the stockholders of Fedders entitled to vote on
the Merger.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information required by Item 10(a) of Schedule 13E-3
is hereby incorporated by reference to the following portion of the
Proxy Statement-Prospectus: "SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS OF NYCOR."
(b) During the past 60 days, neither NYCOR nor Fedders nor, to
the knowledge of NYCOR and Fedders, any of its directors or executive
officers effected any transaction in the NYCOR Common Stock or the NYCOR
Class A Stock. During the past 60 days, none of the Affiliated
Directors effected any transaction in the NYCOR Common Stock or the
NYCOR Class A Stock.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES
The information required by Item 11 of Schedule 13E-3 is hereby
incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "SUMMARY - Interests of Certain Persons in the
Merger"; "THE MERGER - The Merger Agreement - Directors, Officers and
Employees" and "THE MERGER - Interests of Certain Persons in the
Merger."
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION
(a) The information required by Item 12(a) of Schedule 13E-3
is hereby incorporated by reference to the following portions of the
Proxy Statement-Prospectus: "THE FEDDERS ANNUAL MEETING" and "THE NYCOR
SPECIAL MEETING."
(b) The information required by Item 12(b) of Schedule 13E-3
is hereby incorporated by reference to the following portions of the
Proxy Statement-Prospectus: "SUMMARY - RECOMMENDATIONS OF THE BOARDS OF
DIRECTORS"; "THE FEDDERS ANNUAL MEETING"; and "THE NYCOR SPECIAL
MEETING."
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information required by Item 13(a) of Schedule 13E-3
is hereby incorporated by reference to the following portions of the
Proxy Statement-Prospectus: Cover page; "SUMMARY - Dissenting
Stockholders' Rights"; and "THE MERGER - Dissenting Stockholders'
Rights."
(b) NYCOR has made no provision in connection with the Merger
to allow unaffiliated security holders to obtain access to the corporate
files of NYCOR or to obtain counsel or appraisal services at the expense
of NYCOR.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a)(1) The information required by Item 14(a)(1) of Schedule
13E-3 is hereby incorporated by reference to the financial statements
included in the NYCOR 1995 10-K, which is included as Annex B to the
Proxy Statement-Prospectus.
(2) Not applicable.
(3) The information required by Item 14(a)(3) of Schedule 13E-
3 is hereby incorporated by reference to the following portion of the
Proxy Statement-Prospectus: "SUMMARY - Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends."
(4) The information required by Item 14(a)(4) of Schedule 13E-
3 is hereby incorporated by reference to the following portion of the
Proxy Statement-Prospectus: "SUMMARY - Comparison of Certain Unaudited
Per Share Data."
(b) The information required by Item 14(b) of Schedule 13E-3
is hereby incorporated by reference to the following portions of the
Proxy Statement-Prospectus: "SUMMARY - Comparison of Certain Unaudited
Per Share Data," "SUMMARY
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- Pro Forma Financial Data" and "SUMMARY - Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends."
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) The information required by Item 15(a) of Schedule 13E-3
is hereby incorporated by reference to the following portion of the
Proxy Statement-Prospectus: "COST OF SOLICITATION."
(b) The information required by Item 15(b) of Schedule 13E-3
is hereby incorporated by reference to the following portion of the
Proxy Statement-Prospectus: "COST OF SOLICITATION."
ITEM 16. ADDITIONAL INFORMATION
Not applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits to this Schedule 13E-3 are incorporated
by reference as indicated:
(b)(1) Opinion of TM Capital Corp. (included as Annex C to the
Proxy Statment-Prospectus).
(b)(2) Opinion of Laidlaw & Co. (included as Annex D to the
Proxy Statement-Prospectus).
(b)(3) Presentation to the Board of Directors of Fedders by TM
Capital Corp. on January 31, 1996 (to be filed by amendment).
(b)(4) Discussion Materials to the Board of Directors of NYCOR
by Laidlaw Equities, Inc. dated February 5, 1996 (to be filed by amendment).
(c) The Merger Agreement (included as Annex A to the Proxy
Statement-Prospectus).
(d) The Proxy Statement-Prospectus (included in the
Registration Statement).
(e) Section 262 of the Delaware General Corporation Law
(included as Annex E to the Proxy Statement-Prospectus).
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9
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
April 15, 1996
NYCOR, Inc.
By /S/ KENT E. HANSEN
-----------------------
Kent E. Hansen
Vice President-Finance and
General Counsel
FEDDERS CORPORATION
By /S/ ROBERT L. LAURENT, JR.
-----------------------
Robert L. Laurent, Jr.
Executive Vice President
/S/ SALVATORE GIORDANO
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Salvatore Giordano
/S/ SAL GIORDANO, JR.
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Sal Giordano, Jr.
/S/ JOSEPH GIORDANO
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Joseph Giordano
/S/ WILLIAM J. BRENNAN
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William J. Brennan
/S/ S. A. MUSCARNERA
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S. A. Muscarnera
