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EXHIBIT 99.3
FEDDERS CORPORATION
WESTGATE CORPORATE CENTER
505 MARTINSVILLE ROAD
LIBERTY CORNER, NEW JERSEY 07938
(908) 604-8686
February 7, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors, we cordially invite you to attend the
Annual Meeting of Stockholders of Fedders Corporation ("Fedders") to be held at
2:00 p.m. on Tuesday, March 26, 1996 at the Somerset Hills Hotel, 200 Liberty
Corner Road, Warren, NJ 07060.
One of the most important purposes of the meeting is to vote on a proposal
to approve the merger of NYCOR, Inc. ("NYCOR") into Fedders. You will also be
asked (i) to approve an amendment to the Certificate of Incorporation of Fedders
to increase the number of authorized shares of Fedders Common Stock, Fedders
Class A Stock and Fedders Preferred Stock from 60,000,000, 30,000,000 and
5,000,000 shares, respectively, to 80,000,000, 60,000,000 and 15,000,000 shares,
respectively, (ii) to elect three directors, (iii) to adopt a new stock option
plan and (iv) to ratify the appointment of BDO Seidman, LLP as the Company's
independent auditors for the fiscal year ending August 31, 1996.
THE PROPOSAL FOR THE MERGER OF NYCOR INTO FEDDERS IS OF SUCH IMPORTANCE TO
THE CONTINUED GROWTH OF FEDDERS, AS TO REQUIRE ADDITIONAL COMMENT. YOUR APPROVAL
OF THE MERGER IS NECESSARY TO HELP ASSURE THAT FEDDERS HAS A CONTINUAL AND
RELIABLE SOURCE OF COMPRESSORS TO SUPPORT ITS TRADITIONAL BASE OF CUSTOMERS IN
NORTH AMERICA AND ITS GROWTH INTO THE GLOBAL MARKETPLACE, INCLUDING ITS RECENTLY
COMPLETED JOINT VENTURE IN CHINA WHICH WILL REQUIRE 500,000 COMPRESSORS ANNUALLY
WITHIN THREE YEARS. IN RECENT YEARS, FEDDERS HAS SIGNIFICANTLY INCREASED SALES
AND MARKET SHARE AND EXPANDED ITS CUSTOMER BASE IN NORTH AMERICA DUE TO ITS
ABILITY TO MEET RETAILERS' JUST-IN-TIME NEEDS WHICH, IN LARGE PART, IS DEPENDENT
UPON THE ROTOREX SUBSIDIARY OF NYCOR. FEDDERS COMPRESSOR REQUIREMENTS ALREADY
SURPASS, BY SOME 600,000 UNITS, WHAT ROTOREX IS COMMITTED TO PROVIDE TO FEDDERS
UNDER THE TERMS OF A SUPPLY AGREEMENT. ROTOREX, WHICH HAS THREE ROTARY AIR
CONDITIONER COMPRESSOR LICENSE AGREEMENTS IN CHINA, HAS SIGNED A LETTER OF
INTENT TO FORM A JOINT VENTURE IN CHINA TO MANUFACTURE ROTARY COMPRESSORS. THESE
FACTORS, COUPLED WITH A WORLDWIDE SHORTAGE OF ROTARY COMPRESSORS FOR ROOM AIR
CONDITIONERS, MAKE IT IMPORTANT FOR FEDDERS TO REGAIN OWNERSHIP OF ROTOREX, ITS
PRINCIPAL COMPRESSOR SOURCE. THE BOARD HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT AND THE MERGER AS DISCUSSED IN THE ACCOMPANYING JOINT PROXY STATEMENT,
AND STRONGLY RECOMMENDS THAT YOU VOTE, OR INSTRUCT YOUR BROKER OR NOMINEE TO
VOTE, FOR THIS PROPOSAL.
IF YOUR SHARES ARE HELD IN THE NAME OF YOUR BROKER OR A NOMINEE, THEY CAN
ONLY BE VOTED ON THE PROPOSAL TO MERGE NYCOR INTO FEDDERS WITH YOUR SPECIFIC
INSTRUCTIONS.
Your Board of Directors recommends that you also vote FOR approval of the
amendments to the Certificate of Incorporation, the election of the three named
director nominees, approval of the new stock option plan and ratification of the
appointment of BDO Seidman, LLP.
The accompanying Notice of Annual Meeting and Proxy Statement-Prospectus
contain information about the merger and the meeting. We urge you to review
carefully such information, and the information in the appendices to the Proxy
Statement-Prospectus. Certain information about Fedders is incorporated by
reference to filings made by Fedders under the Securities Exchange Act of 1934.
Copies of such materials are available as indicated in the accompanying Proxy
Statement-Prospectus under "Available Information."
EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE THE
ENCLOSED PROXY, SIGN, DATE AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID,
RETURN ADDRESSED ENVELOPE. IF YOU DO ATTEND THE MEETING AND WISH TO VOTE IN
PERSON, YOUR PROXY CAN BE REVOKED AT YOUR REQUEST.
Sincerely,
SALVATORE GIORDANO SAL GIORDANO, JR.
Chairman of the Board Vice Chairman, President and
Chief Executive Officer