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)
NYCOR, Inc.
(Name of the Issuer)
NYCOR, Inc.
(Name of Person(s) Filing Statement)
Common Stock, $1 par value
Class A Stock, $1 par value
(Title of Class(es) of Securities)
670664 40 8
670664 50 7
(CUSIP Number of Class(es) of Securities)
Kent E. Hansen, Esq.
NYCOR, Inc.
287 Childs Road
Basking Ridge, New Jersey 07920
(908) 953-8200
(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):
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. [ ] 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].
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Calculation of Filing Fee
Transaction valuation* Amount of filing fee
$47,376,421 $16,336.36.
* 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 the
Registration Statement on Form S-4 (No. 33-00483) (the "REGISTRATION
STATEMENT") filed by Fedders Corporation ("FEDDERS") on January 29, 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 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
referred to in the following cross-reference sheet is hereby
incorporated by reference by NYCOR 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) Not applicable
Item 2(a) Election of Directors (Annex D); Executive
Officers of the Company (Annex B)
Item 2(b) Not applicable
Item 2(c) Election of Directors (Annex D); Executive
Officers of the Company (Annex B)
Item 2(d) Election of Directors (Annex D); Executive
Officers of the Company (Annex B)
Item 2(e) Not applicable
Item 2(f) Not applicable
Item 2(g) Not applicable
Item 3(a) Not applicable
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ITEM OF SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT-PROSPECTUS
Item 3(b) Business - Rotorex - Marketing (Annex 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) Not applicable
Item 5 Not applicable
Item 6(a) Amendments to Fedders' Charter to Increase
the Number of Authorized Shares of Fedders
Common Stock, Class A Stock, and Preferred
Stock
Item 6(b) Not applicable
Item 6(c) Not applicable
Item 6(d) Not applicable
Item 7(a) The Merger - Reasons for the Merger
Item 7(b) The Merger - Background of the Merger
Item 7(c) The Merger - Reasons for the Merger; The
Merger - Background of the Merger
Item 7(d) Summary - Certain Federal Income Tax
Consequences of the Merger; The Merger -
General; The Merger - Certain Federal
Income Tax Consequences of the Merger
Item 8(a) Summary - Recommendations of the Boards of
Directors; The Fedders Annual Meeting; The
NYCOR Special Meeting
Item 8(b) The Merger - Reasons for the Merger; The
Merger - Background of the Merger
Item 8(c) Summary - Votes Required; The NYCOR Special
Meeting
Item 8(d) Not applicable
Item 8(e) Not applicable
Item 8(f) Not applicable
Item 9(a) Summary - Opinions of Financial Advisors -
NYCOR; The Merger - Opinion of Financial
Advisor to NYCOR
Item 9(b) Summary - Opinions of Financial Advisors -
NYCOR; The Merger - Opinion of Financial
Advisor to NYCOR
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ITEM OF SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT-PROSPECTUS
Item 9(c) Annex G
Item 10(a) Security Ownership of Directors and
Executive Officers of NYCOR
Item 10(b) Not applicable
Item 11 Not applicable
Item 12(a) The NYCOR Special Meeting
Item 12(b) Summary - Recommendations of the Boards
of Directors; The NYCOR Special Meeting
Item 13(a) 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) Annex C
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 G; Annex H
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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) NYCOR has not made an underwritten public offering of any
shares of its capital stock 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.
In May 1994, Messrs. Salvatore Giordano and Sal Giordano, Jr.
each purchased 15,000 shares of Common Stock and 15,000 shares of Class
A Stock and Mr. Joseph Giordano purchased 7,500 shares of Common Stock
and 7,500 shares of Class A Stock. These purchases were through the
exercise of stock options under NYCOR's stock option plans. The
exercise price for the Common Stock was $2.50 and for the Class A Stock
was $2.3125.
ITEM 2. IDENTITY AND BACKGROUND
NYCOR, the person 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
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of the merger of NYCOR with and into Fedders (the "Merger") will
thereafter be owned by fewer than 300 persons.
(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 the "ELECTION OF DIRECTORS" in
NYCOR's Proxy Statement dated March 27, 1995 which is included as Annex
D to the Proxy Statement-Prospectus.
The information required by Items 2(a), (c) and (d) of Schedule
13E-3 with respect to the executive officers of NYCOR is hereby
incorporated by reference to "EXECUTIVE OFFICERS OF THE COMPANY" in Part
I of Amendment No. 2 to the Annual Report on Form 10-K of NYCOR for the
fiscal year ended December 31, 1994 which is included as Annex B to the
Proxy Statement-Prospectus.
(b) The business address of each of the directors and
executive officers of NYCOR is c/o NYCOR, Inc., 287 Childs Road, Basking
Ridge, New Jersey 07920.
(e) During the last five years, none of the directors or
executive officers of NYCOR 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 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 are
citizens of the United States of America.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) Not applicable.
(b) The information required by Item 3(b) of Schedule 13E-3 is
hereby incorporated by reference to "BUSINESS - Rotorex - Marketing" in
Amendment No. 2 to the Annual Report on Form 10-K of NYCOR for the
fiscal year ended December 31, 1994 which is included as Annex B to the
Proxy Statement-Prospectus 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."
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:
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"SUMMARY - The Merger; Exchange Ratio" and "THE MERGER - The Merger
Agreement."
(b) There is no term or arrangement concerning the Merger
relating to any security holder of NYCOR which is not identical to that
relating to other security holders of the same class of securities of
NYCOR.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) As described in the Proxy Statement-Prospectus, the
proposal for which NYCOR will solicit proxies is the Merger.
(b) Except to the extent that the Merger may constitute a sale
or transfer of all of the assets of NYCOR, neither NYCOR nor, to the
knowledge of NYCOR, 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.
(c) As a result of the Merger, the directors of NYCOR will
cease to hold office and the directors of Fedders will be the directors
of Fedders as the surviving corporation of the Merger.
(d) As a result of the Merger, the holders of the NYCOR Common
Stock and the NYCOR Class A Stock will become holders of Class A Stock
or Convertible Preferred Stock of Fedders. Dividends would thereafter
be paid in accordance with the terms of the Convertible Preferred Stock
or the dividend policy of Fedders with respect to its Class A Stock, as
the case may be.
(e) To the knowledge of NYCOR, 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) As a result of the Merger, the NYCOR Common Stock and the
NYCOR Class A Stock would become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934.
(g) As a result of the Merger, NYCOR would no longer be
obligated to file reports pursuant to Section 15(d) of the Securities
Exchange Act of 1934.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) The consideration to be used in the Merger consists of
authorized and unissued shares of capital stock of Fedders, assuming
approval by the stockholders of Fedders of the amendments to the
Restated Certificate of Incorporation of Fedders described under
"AMENDMENTS TO FEDDERS' CHARTER TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF FEDDERS COMMON STOCK, CLASS A STOCK, AND PREFERRED STOCK" in
the Proxy Statement-Prospectus.
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(b) Filing fees $ --
Solicitation Fees $ 5,000*
Legal fees $18,000*
Accounting fees $15,000*
Printing fees $47,500*
Fairness opinion $85,000
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Total $170,500
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* Estimated
(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 portion of the Proxy
Statement-Prospectus: "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 portion of the Proxy
Statement-Prospectus: "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: "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"; "THE MERGER - General"; and "THE MERGER -
Certain Federal Income Tax Consequences of the Merger."
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) The information required by Item 8(a) 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."
(b) The information required by Item 8(b) of Schedule 13E-3 is
hereby incorporated by reference to the following portions of the Proxy
Statement-Prospectus: "THE MERGER - Reasons for the Merger" and "THE
MERGER - Background of the Merger."
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(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" and "THE NYCOR SPECIAL
MEETING."
(d) The directors of NYCOR who are not employees of NYCOR did
not retain an unaffiliated representative to act solely on behalf of the
unaffiliated security holders of NYCOR for purposes of negotiating the
terms of the Merger. SEE ALSO, the response to Item 9(a) below.
(e) The Merger was unanimously approved by the directors of
NYCOR including all directors who are not employees of NYCOR.
(f) NYCOR did not receive any offer of the type described in
instruction (viii) to Item 8(b) of Schedule 13E-3.
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 -
NYCOR" 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 -
NYCOR" and "THE MERGER - Opinion of Financial Advisor to NYCOR."
(c) A copy of the opinion of Laidlaw & Co. addressed to NYCOR
will be included as Annex G to the Proxy Statement-Prospectus and
distributed to all of the stockholders of NYCOR 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, to the
knowledge of NYCOR, any of its directors or executive officers 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
Not applicable.
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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 portion of the
Proxy Statement-Prospectus: "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" 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: "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 Amendment No. 2 to the Annual Report on Form 10-K of NYCOR
for the fiscal year ended December 31, 1994 which is included as Annex B
to the Proxy Statement-Prospectus.
(2) The information required by Item 14(a)(1) of Schedule 13E-
3 is hereby incorporated by reference to the financial statements
included in the Quarterly Report on Form 10-Q of NYCOR for the period
ended September 30, 1995 which is included as Annex C to the Proxy
Statement-Prospectus.
(3) The ratios of earnings to fixed charges required by Item
14(a)(3) of Schedule 13E-3 will be included in an amendment to the
Registration Statement under the caption "SUMMARY - Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends" in the Proxy
Statement-Prospectus.
(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."
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(b) Since, following the Merger, NYCOR will no longer exist as a
separate corporation, the Proxy Statement-Prospectus does not contain
pro forma data for NYCOR. However, pro forma data concerning Fedders is
included in the Proxy Statement-Prospectus under the captions "SUMMARY -
Comparison of Certain Unaudited Per Share Data," "SUMMARY - 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) Opinion of Laidlaw & Co. (included as Annex G 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 H to the Proxy Statement-Prospectus).
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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.
March 13, 1996
NYCOR, Inc.
By /s/ Kent E. Hansen
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Kent E. Hansen
Vice President-Finance and
General Counsel
