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EXHIBIT 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON ____________,
1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF ORIGINAL NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRIOR TO THE
EXPIRATION DATE.
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CERTIFICATE(S) SURRENDERED
NAME, ADDRESS(ES) OF REGISTERED OWNER(S) (ATTACH ADDITIONAL SHEETS IF NECESSARY)
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CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
NO(S).* REPRESENTED BY TENDERED (IF LESS THAN
CERTIFICATE OR ALL)**
BOOK-ENTRY
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TOTAL
PRINCIPAL
AMOUNT
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* Need not be completed by holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Principal Amount Tendered," any
tendering holder of Original Notes (as hereinafter defined) will be deemed to
have tendered the entire aggregate principal amount represented by the column
labeled "Principal Amount Represented by Certificate or Book-Entry." The minimum
permitted tender is $1,000 in principal amount of Original Notes. All tenders
must be integral multiples of $1,000.
LETTER OF TRANSMITTAL
To Surrender 9-3/8% Senior Subordinated Notes due 2007
of
FEDDERS NORTH AMERICA, INC.
and the related Guarantee
of
FEDDERS CORPORATION
Pursuant to the Exchange Offer dated September _, 1997.
THE EXCHANGE AGENT
STATE STREET BANK AND TRUST COMPANY
BY HAND DELIVERY: BY OVERNIGHT COURIER: BY MAIL:
State Street Bank and Trust Company State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department Corporate Trust Department
Two International Place Two International Place, 4th Floor P.O. Box 778
Fourth Floor, Corporate Trust Window Boston, Massachusetts 02110 Boston, Massachusetts 02110
Boston, Massachusetts 02110
DO NOT SENT CERTIFICATES REPRESENTING ORIGINAL NOTES TO FEDDERS NORTH
AMERICA, INC OR FEDDERS CORPORATION.
FOR INFORMATION CALL: (617) [INSERT].
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This Letter of Transmittal should be used in connection with the
Exchange Offer (as hereinafter defined) made by Fedders North America, Inc. (the
"Company") and Fedders Corporation to exchange the 9% Senior Subordinated Notes
due 2007 of the Company and the related Guarantee of Fedders Corporation issued
on August 18, 1997 (the "Original Notes") for new 9-3/8% Senior Subordinated
Notes due 2007 of the Company and the related Guarantee of Fedders Corporation
(the "Notes").
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. IF CERTIFICATES FOR
THE ORIGINAL NOTES TO BE EXCHANGED ARE REGISTERED IN DIFFERENT NAMES, A SEPARATE
LETTER OF TRANSMITTAL MUST BE SUBMITTED FOR EACH DIFFERENT REGISTERED OWNER. SEE
INSTRUCTION 3.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NOTES FOR THEIR ORIGINAL
NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR ORIGINAL NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
PLEASE FILL IN ALL APPLICABLE BLANKS, FOLLOW ALL INSTRUCTIONS CAREFULLY
AND SIGN THIS LETTER OF TRANSMITTAL IN THE SPACE PROVIDED BELOW. THIS LETTER OF
TRANSMITTAL, TOGETHER WITH YOUR CERTIFICATES FOR ORIGINAL NOTES TO BE EXCHANGED,
CAN BE RETURNED TO STATE STREET BANK AND TRUST COMPANY (THE "EXCHANGE AGENT").
YOUR BROKER, DEALER, BANK OR TRUST COMPANY CAN ASSIST YOU IN COMPLETING THIS
FORM.
SPECIAL ISSUANCE AND
DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 6 AND 12)
TO BE COMPLETED ONLY IF THE CERTIFICATE(S) FOR ORIGINAL NOTES IN A
PRINCIPAL AMOUNT NOT TENDERED OR NOTES TO WHICH THE UNDERSIGNED MAY BE ENTITLED
ARE TO BE ISSUED IN THE NAME OF SOMEONE OTHER THAN THE REGISTERED OWNER.
CERTIFICATES REPRESENTING ORIGINAL NOTES MUST BE PROPERLY ASSIGNED AND
SIGNATURES GUARANTEED.
ISSUE CERTIFICATES FOR NEW NOTES TO:
Name____________________________________________________________________________
(Please Print)
Address_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security No.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2 AND 6)
TO BE COMPLETED ONLY IF THE CERTIFICATE(S) FOR ORIGINAL NOTES IN A
PRINCIPAL AMOUNT NOT TENDERED OR NOT PURCHASED, OR NOTES ISSUED IN EXCHANGE FOR
ORIGINAL NOTES ACCEPTED FOR EXCHANGE, ARE TO BE SENT TO SOMEONE OTHER THAN THE
REGISTERED OWNER, AT AN ADDRESS OTHER THAN SHOWN ABOVE.
MAIL CERTIFICATE(S) TO:
Name____________________________________________________________________________
(Please Print)
Address_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security No.)
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY THE DEPOSITORY
TRUST COMPANY ("DTC") TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
DTC Book-Entry Account No.: ________________________________________________
Transaction Code No.: ______________________________________________________
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- ____________________________________________________________________________
- ____________________________________________________________________________
Signature(s) of Registered Owner(s) (See Instruction 3.)
Must be signed by registered owner(s) exactly as name(s) appear(s) on
certificate(s) submitted herewith or by person(s) authorized to become
registered owner(s) by certificates and documents transmitted herewith. If
signature is by attorney, executor, administrator, trustee or guardian or others
acting in a fiduciary capacity, please set forth full title and see Instruction
3.
Dated:__________________________________________________________________________
Name(s):________________________________________________________________________
________________________________________________________________________
(Please Print)
Capacity:_______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________
(Include Zip Code)
________________________________________________________________________
(Area Code and Telephone No.) (Tax Identification or Social Security No.)
- Signature(s) Guaranteed By:
(See Instruction 2.)________________________________________________________
Dated:_____________________________
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Ladies and Gentlemen:
The person(s) who have signed this Letter of Transmittal acknowledge(s)
receipt of the Prospectus dated September __, 1997 (the "Prospectus") of the
Company and Fedders Corporation and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the offer by the Company and Fedders
Corporation (the "Exchange Offer") to exchange $1,000 principal amount of its
Notes, which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to the Registration Statement of which the
Prospectus is a part, for each $1,000 principal amount of the Original Notes, of
which $100,000,000 aggregate principal amount is outstanding, upon the terms and
conditions set forth in the Exchange Offer. Other capitalized terms used but not
defined herein have the meaning given to them in the Prospectus. The form and
terms of the Notes will be the same in all material respects as the form and
terms of the Original Notes, except that the Notes have been registered under
the Securities Act and, therefore, will not bear legends restricting their
transfer.
This Letter of Transmittal is to be used by Holders if: (i)
certificates representing Original Notes are to be physically delivered to the
Exchange Agent herewith by Holders; (ii) tender of Original Notes is to be made
by book-entry transfer to the Exchange Agent's account at DTC, pursuant to the
procedures set forth in the Prospectus under "The Exchange Offer -- Procedures
for Tendering Original Notes" by any financial institution that is a participant
in DTC and whose name appears on a security position listing as the owner of
Original Notes; or (iii) tender of Original Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures." DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" with respect to the Exchange Offer means any person:
(i) in whose name Original Notes are registered on the books of the Company or
any other person who has obtained a properly completed bond power from the
registered Holder; or (ii) whose Original Notes are held of record by DTC who
desires to deliver such Original Notes by book-entry transfer at DTC. The
undersigned has completed, executed and delivered this Letter of Transmittal to
indicate the action the undersigned desires to take with respect to the Exchange
Offer.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR ORIGINAL
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. PLEASE READ THIS
ENTIRE LETTER OF TRANSMITTAL CAREFULLY.
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company and Fedders Corporation the principal
amount of Original Notes indicated above. Subject to and effective upon the
acceptance for exchange of Original Notes tendered in accordance with this
Letter of Transmittal, the undersigned exchanges, sells, assigns and transfers
to, or upon the order of, the Company and Fedders Corporation all right, title
and interest in and to the Original Notes tendered hereby. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent its true and
lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent
also acts as the agent of the Company and Fedders Corporation and as trustee
under the Indenture for the Original Notes and the Notes) with respect to the
tendered Original Notes with full power of substitution to cause the Original
Notes to be assigned, transferred and exchanged for the Notes, including taking
any actions on behalf of the undersigned reasonably consistent with the
foregoing. The power of attorney granted in this paragraph shall be deemed
irrevocable and coupled with an interest.
The undersigned represents and warrants that the undersigned has full
power and authority to submit the Original Notes evidenced by the enclosed
certificate(s) and to surrender without restriction such certificate(s) and that
the undersigned has good and unencumbered title to such Original Notes and the
certificate(s) evidencing such Original Notes. The undersigned will, upon
request, execute and deliver any additional documents deemed appropriate or
necessary by the Company, Fedders Corporation or the Exchange Agent in
connection with the surrender of such certificate(s). The surrender of the
Original Notes and the certificate(s) referred to above shall be irrevocable and
binding upon the successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned and shall not be affected by and shall
survive the death, incapacity or dissolution of the undersigned.
For purposes of the Exchange Offer, the Company and Fedders Corporation
shall be deemed to have accepted validly tendered Original Notes when, as and if
the Company and Fedders Corporation have given oral or written notice thereof to
the Exchange Agent.
If any tendered Original Notes are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted
Original Notes will be returned (except as noted below with respect to tenders
through DTC), without expense, to the undersigned at the address shown below or
at a different address as may be indicated under "Special Delivery
Instructions," as promptly as practicable after the Expiration Date.
The undersigned understands that tenders of Original Notes pursuant to
the procedures described under the caption "The Exchange Offer -- Procedures for
Tendering Original Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement among the undersigned, the Company and Fedders
Corporation upon the terms and subject to the conditions of the Exchange Offer.
If the person submitting this Letter of Transmittal is a broker-dealer
who will receive Notes for its own account pursuant to the Exchange Offer, such
person acknowledges that it will deliver a prospectus in connection with any
resale of such Notes. By so acknowledging and by delivering a prospectus in
connection with a resale of such Notes, such broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
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The undersigned understands that surrender of the enclosed
certificate(s) is not made in acceptable form until receipt by the Exchange
Agent of such certificate(s) and of this Letter of Transmittal, or a photocopy
hereof, duly completed and signed, together with all accompanying evidences of
authority in form acceptable to the Exchange Agent. All questions as to
validity, form and eligibility of any surrender of certificate(s) representing
Original Notes will be determined by the Exchange Agent and any such
determination shall be final and binding.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a Holder whose surrendered
Original Notes are accepted for exchange for Notes is required by law to provide
the Exchange Agent (as payer) with such Holder's correct taxpayer identification
number on Substitute Form W-9 below. If such Holder is an individual, the
taxpayer identification number is such Holder's social security number. If the
Exchange Agent is not provided with the correct taxpayer identification number,
the Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Holder must submit a statement, signed under penalties of
perjury, attesting to the individual's exempt status. Such statements can be
obtained from the Exchange Agent. See the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any such payments made to the Holder. Backup withholding is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding, the Holder is required to notify the
Exchange Agent of such Holder's correct taxpayer identification number by
completing the form below certifying that the taxpayer identification number
provided on Substitute Form W-9 is correct (or that such Holder is awaiting a
taxpayer identification number) and that (1) the Holder has not been notified by
the Internal Revenue Service that such Holder is subject to backup withholding
as a result of failure to report all interest or dividends or (2) the Internal
Revenue Service has notified such holder that such Holder is no longer subject
to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the social security
number or employer identification number of the record owner of the Original
Notes represented by the enclosed certificate(s). If such certificates for
Original Notes are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
identifying number to report.
(SEE INSTRUCTION 10.)
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PAYER'S NAME: State Street Bank and Trust Company
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PART I - PLEASE PROVIDE YOUR Social Security Number
SUBSTITUTE TIN IN THE BOX AT RIGHT AND OR Taxpayer Identification Number (TIN)
CERTIFY BY SIGNING AND
Form W-9 DATING BELOW (If awaiting TIN write "Applied For")
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Department of the Treasury PART II - For Payees exempt from backup withholding, see the enclosed Guidelines for
Internal Revenue Service Certification of Taxpayer Identification Number on Substitute Form W-9 and
Payer's Request for Taxpayer complete as instructed therein.
Identification Number (TIN)
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CERTIFICATION - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of failure to
report all interest or dividends or (c) IRS has notified me that I am no
longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have
been notified by IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by IRS that you were subject to backup withholding you
received another notification from IRS that you were no longer subject to
backup withholding do not cross out item (2). (Also see instructions in the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9).
SIGNATURE: DATE:
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
INSTRUCTIONS
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal or a photocopy hereof, properly completed and fully executed, must
be used in connection with the delivery and surrender of certificate(s)
representing Original Notes. A Letter of Transmittal and the certificate(s)
representing Original Notes must be received by the Exchange Agent, in
satisfactory form in order to make an effective surrender.
THE METHOD OF DELIVERY OF ALL DOCUMENTS IS AT THE OPTION AND RISK OF
THE HOLDER, BUT IT IS RECOMMENDED THAT DOCUMENTS BE DELIVERED EITHER PERSONALLY,
THROUGH YOUR BROKER OR BY REGISTERED MAIL PROPERLY INSURED WITH RETURN RECEIPT
REQUESTED.
2. GUARANTEE OF SIGNATURES. If the certificate(s) delivered herewith
are registered in the name of a person other than the signer of this Letter of
Transmittal, the certificate(s) must be endorsed or accompanied by bond powers
signed by the registered owner(s) with the signature on the endorsement of bond
powers guaranteed as described below. The certificate(s) need not be endorsed or
accompanied by any instrument of assignment or transfer other than this Letter
of Transmittal if registered in the name of the person(s) signing this Letter of
Transmittal.
If Special Issuance Instructions or Special Delivery Instructions are
given by this Letter of Transmittal, each signature appearing on this Letter of
Transmittal must be guaranteed in the space provided hereon by a member of an
approved Signature Guarantee Medallion Program.
3. SIGNATURES ON LETTER OF TRANSMITTAL AND ENDORSEMENTS. If this Letter
of Transmittal is signed by the registered holder(s) of the certificate(s)
surrendered, the signature(s) on this Letter of Transmittal must be exactly the
same as the name(s) appear(s) on the face of the certificate(s) surrendered,
without alteration or enlargement or any change whatsoever.
In case of endorsements or signatures by executors, administrators,
trustees, guardians, attorneys, corporations and the like, the certificate(s)
delivered must be accompanied by evidence satisfactory to the Exchange Agent of
authority of the person to make the endorsement, or to sign, together with all
supporting documents necessary to validate the delivery.
If certificate(s) are delivered by joint holders or owners, all such
persons must sign.
If certificate(s) are registered in different forms, it will be
necessary to fill in, sign and submit as many separate Letters of Transmittal or
photocopies thereof as there are different registrations of certificate(s).
4. TENDER BY HOLDER; PARTIAL TENDERS. Only a Holder of Original Notes
may tender such Original Notes in the Exchange Offer. Any beneficial holder of
Original Notes who is not the registered Holder and who wishes to tender should
arrange with the registered Holder to execute and deliver this Letter of
Transmittal on such holder's behalf or must, prior to completing and executing
this Letter of Transmittal and delivering such holder's Original Notes either
make appropriate arrangements to register ownership of the Original Notes in
such holder's name or obtain a properly completed bond power from the registered
Holder. Tenders of Original Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any certificate(s)
representing Original Notes is tendered, the tendering Holder should fill in the
principal amount tendered in the "Principal Amount Tendered (if less than all)"
box in the table at the beginning of this Letter of Transmittal. The entire
principal amount of Original Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of all Original Notes is not tendered, then Original Notes for the
principal amount of Original Notes not tendered and a certificate(s)
representing Notes issued in exchange for any Original Notes accepted will be
sent to the Holder at his or her registered address, unless a different address
is provided in the appropriate box on this Letter of Transmittal, promptly after
the Original Notes are accepted for exchange.
5. VALIDITY OF SURRENDER; IRREGULARITIES. All questions as to the
validity, form and eligibility of any surrender of certificate(s) representing
Original Notes hereunder will be determined by the Company and Fedders
Corporation (which may delegate their power in whole or in part to the Exchange
Agent), and such determination shall be final and binding. The Company and
Fedders Corporation reserve the right to waive any irregularities or defects in
the surrender of any certificate(s) representing Original Notes, and their
interpretation of the terms and conditions of the Exchange Offer (including
these instructions) with respect to such irregularities or defects shall be
final and binding. A surrender will not be effective until all irregularities
have been cured or waived.
6. SPECIAL DELIVERY INSTRUCTIONS. Indicate the name and address to
which certificate(s) representing Notes in exchange for Original Notes
represented by the certificate(s) surrendered herewith are to be sent if
different from the name and address of the person(s) singing this Letter of
Transmittal. Completion of the Special Delivery Instructions does not constitute
a change to the address of record. A separate request must be made for a change
of address.
7. ADDITIONAL COPIES. Additional copies of this Letter of Transmittal
may be obtained from the Exchange Agent at the address listed on the face hereof
or from the Company at Westgate Corporate Center, P.O. Box 813, 505 Martinsville
Road, Liberty Corner, New Jersey 07938.
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8. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate number(s) and the principal amount(s) of Original Notes should be
listed on a separate signed schedule attached hereto.
9. LETTER OF TRANSMITTAL REQUIRED; SURRENDER OF CERTIFICATE(S) FOR
ORIGINAL NOTES; LOST, STOLEN OR DESTROYED CERTIFICATES. You will not receive any
certificate(s) representing Notes in exchange for your Original Notes unless and
until this Letter of Transmittal or a photocopy hereof, duly completed and
signed, together with the certificate(s) representing such Original Notes and
any required accompanying evidences of authority in form satisfactory to the
Exchange Agent, have been received by the Exchange Agent. If your certificate(s)
representing Original Notes have been lost, stolen or destroyed, you should
contact the Exchange Agent at the address set forth above for further
instructions.
10. SUBSTITUTE FORM W-9. You are required to provide the Exchange Agent
with a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is provided under "Important Tax Information" above and to indicate that
you are not subject to backup withholding. FAILURE TO PROVIDE THE INFORMATION ON
THE SUBSTITUTE FORM W-9 MAY SUBJECT YOU TO A PENALTY AND A 31% FEDERAL INCOME
TAX WITHHOLDING. If the certificate(s) are in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional
guidelines on which number to report.
11. QUESTIONS AND REQUESTS FOR ASSISTANCE. Questions and requests for
assistance should be directed to the Exchange Agent at its address set forth
above or by telephone at (800) [INSERT]. All questions with respect to this
Letter of Transmittal will be determined by the Exchange Agent, whose
determinations shall be conclusive and binding.
12. TRANSFER TAXES. If any certificate(s) representing Notes is to be
issued to any person(s) other than the registered Holder(s) of the surrendered
certificate(s), it shall be a condition of the issuance and delivery of such
certificate(s) that the amount of any transfer taxes (whether imposed on the
registered holder(s) or such person(s)) payable on account of the transfer (or
transfers) of the surrendered certificate(s) shall be delivered to the Exchange
Agent or satisfactory evidence of the payment of such taxes or non-applicability
thereof shall be submitted to the Exchange Agent before such certificate(s)
representing Notes will be issued.