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Exhibit 99.7
FEDDERS CORPORATION
P PROXY - Annual Meeting of Stockholders - June 24, 1996 C
R Solicited on Behalf of the Board of Directors L
O A
X The undersigned stockholder of FEDDERS CORPORATION (the "Company") S
Y hereby constitutes and appoints SALVATORE GIORDANO, SAL GIORDANO, JR. and S
S.A. MUSCARNERA, and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to vote for and in the name, A
place and stead of the undersigned, at the Annual Meeting of Stockholders
of the Company, to be held at the Somerset Hills Hotel, 200 Liberty Corner
Road, Warren, New Jersey, on June 24, 1996 at 2:00 p.m., and at any
adjournments thereof, the number of votes the undersigned would be entitled
to cast if present, for an increase in the number of authorized shares of
Class A Stock.
A majority of said attorneys and proxies, or their substitutes at
said meeting, (or any adjournments thereof for if only one, that one) may
exercise all of the power hereby given. Any proxy to vote any of the shares
with respect to which the undersigned is or would be entitled to vote,
heretofore given to any persons other than the persons named above, is
hereby revoked.
IN WITNESS WHEREOF, the undersigned has signed this proxy and
hereby acknowledges receipt of a copy of the notice of said meeting and
proxy statement in reference thereto both dated April 26, 1996.
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IMPORTANT: This proxy is continued and is to be signed SEE REVERSE
on the reverse side. SIDE
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[X] Please mark
votes as in
this example
Unless you specify, the Proxy will be voted FOR Item 1.
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Directors recommended a vote FOR Item 1.
- --------------------------------------------------------
FOR AGAINST ABSTAIN
1. Approval of an amendment to the Company's certificate [ ] [ ] [ ]
of incorporation to increase the number of authorized
shares of Class A Stock from 30,000,000 to 60,000,000.
NOTE: This Proxy, properly filled in, dated
and signed, should be returned immediately in
the enclosed post-paid envelope to Proxy
Department, Bank of Boston, P.O. Box 1528,
Boston, Massachusetts 02105. If the signer
is a corporation, sign in full the corporate
name by a duly authorized officer. Attorneys,
executors, administrators, trustees or
guardians should sign full title as such.
Signature: __________________ Date _______
Signature: __________________ Date _______
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FEDDERS CORPORATION
P PROXY - Annual Meeting of Stockholders - June 24, 1996 C
R Solicited on Behalf of the Board of Directors O
O M
X The undersigned stockholder of FEDDERS CORPORATION (the "Company") M
Y hereby constitutes and appoints SALVATORE GIORDANO, SAL GIORDANO, JR. and O
S.A. MUSCARNERA, and each of them, the attorneys and proxies of the N
undersigned, with full power of substitution, to vote for and in the name,
place and stead of the undersigned, at the Annual Meeting of Stockholders &
of the Company, to be held at the Somerset Hills Hotel, 200 Liberty Corner
Road, Warren, New Jersey, on June 24, 1996 at 2:00 p.m., and at any C
adjournments thereof, the number of votes the undersigned would be entitled L
to cast if present, for the approval of the agreement and plan of merger, A
and the Merger of NYCOR, Inc. into the Company, the election of directors S
and the other items as set forth on the reverse side of this proxy and in S
their discretion, upon such other matters as may properly come before the
meeting or any adjournment thereof. The Board of Directors recommends the B
following for Director -- Salvatore Giordano, Howard S. Modlin and
William J. Brannon.
A majority of said attorneys and proxies, or their substitutes at
said meeting, (or any adjournments thereof for if only one, that one) may
exercise all of the power hereby given. Any proxy to vote any of the shares
with respect to which the undersigned is or would be entitled to vote,
heretofore given to any persons other than the persons named above, is
hereby revoked.
IN WITNESS WHEREOF, the undersigned has signed this proxy and
hereby acknowledges receipt of a copy of the notice of said meeting and
proxy statement in reference thereto both dated April 26, 1996.
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IMPORTANT: This proxy is continued and is to be signed SEE REVERSE
on the reverse side. SIDE
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[X] Please mark
votes as in
this example
Unless you specify, the Proxy will be voted FOR Items 1 through 5.
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Directors recommended a vote FOR Items 1 through 5.
- --------------------------------------------------------------------------------
1. Approval of the agreement and 2. Election of Directors for a 3. Approval of the amendments FOR AGAINST ABSTAIN
plan of merger, and the merger term of three years. Nominees: of the Company's certificate [ ] [ ] [ ]
of NYCOR, Inc. into the Company. Salvatore Giordano, Howard S. of incorporation to all
Modlin and William J. Brennen. increases in the number of
authorized shares of Common
Stock from 60,000,000 to
FOR AGAINST ABSTAIN FOR WITHHELD 80,000,000 increases the
[ ] [ ] [ ] ALL [ ] FROM ALL [ ] the number authorized shares
NOMINEES NOMINEES of Class A Stock from
90,000,000 to 60,000,000,
[ ]____________________________ and will increase the number
For the nominees except as of Preferred Stock from
noted above 5,000,000 to 15,000,000.
4. Approval of the Company's FOR AGAINST ABSTAIN
Stock Option Plan VIII. [ ] [ ] [ ]
5. Ratification of the FOR AGAINST ABSTAIN
appointment of BDO [ ] [ ] [ ]
Seidman, LLP as the
Company's independent
auditors.
NOTE: This Proxy, properly filled in, dated and signed, should be
returned immediately in the enclosed post-paid envelope to Proxy Signature: ______________________________ Date _________
Department, Bank of Boston, P.O. Box 1628, Boston, Massachusetts
02105. If the signer is a corporation, sign in full the corporate Signature: ______________________________ Date _________
name by a duly authorized officer. Attorneys, executors, administrators,
trustees or guardians should sign full on the mark as such.