Exhibit 99.1
PROXY
FEDDERS CORPORATION
Special Meeting of Stockholders - _________, 2001
Solicited on Behalf of the Board of Directors
You May Vote by
the Internet, by Telephone or by Mail
(see instructions on reverse side)
The undersigned stockholder of FEDDERS CORPORATION (the "Company") hereby
constitutes and appoints MICHAEL GIORDANO, SAL GIORDANO, JR. and KENT E.
HANSEN, and each of them, the attorneys and proxies of the undersigned,
with full power of substitution, to vote for all the shares of Common
Stock,Class B Stock and in the name, place and stead of the undersigned, at
the Special Meeting of Stockholders of the Company, to be held at the
Company's corporate offices at 505 Martinsville Road, Liberty Corner, New
Jersey 07938, on __________, 2001 at 10:30 a.m. and at any adjournments
thereof, the number of votes the undersigned would be entitled to cast if
personally present, on the items as set forth on the reverse side of this
proxy and in their discretion, upon such other matters as may properly come
before the meeting or any adjournment thereof. The Board of Directors
recommends a vote in favor of Proposals 1 and 2.
A majority of said attorneys and proxies, or their substitutes, at said
meeting or any adjournment thereof (or, 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 ___________, 2001.
IF PROPERLY SIGNED, DATED AND RETURNED, THIS PROXY WILL BE VOTED AS
SPECIFIED ON THE REVERSE SIDE OR, IF NO CHOICE IS SPECIFIED, THIS PROXY
WILL BE VOTED "AGAINST" BOTH PROPOSAL 1 AND 2.
(SPECIFY CHOICES AND SIGN ON REVERSE SIDE)
If you do not vote by internet or telephone,
please mark, date, sign and mail your proxy
card back as soon as possible.
Special Meeting of Stockholders
FEDDERS CORPORATION
______________, 2001
VOTE BY INTERNET/TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK
- ------------------------------------------------------------------------------
INTERNET TELEPHONE
- ------------------------------------------------------------------------------
http://_________________________ 1-800-xxx-xxxx
GO TO THE WEBSITE ADDRESS LISTED ABOVE. USE ANY TOUCH-TONE TELEPHONE.
HAVE YOUR PROXY CARD READY. THIS IS A TOLL-FREE NUMBER.
ENTER YOUR CONTROL NUMBER LOCATED IN HAVE YOUR PROXY CARD READY.
THE BOX BELOW. ENTER YOUR CONTROL NUMBER
FOLLOW THE SIMPLE INSTRUCTIONS THAT LOCATED IN THE BOX BELOW.
APPEAR ON YOUR COMPUTER SCREEN. FOLLOW THE SIMPLE RECORDED
INSTRUCTIONS.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Your Internet or telephone vote authorizes the named Proxies to vote your
shares in the same manner as if you marked, signed and returned your Proxy
Card.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
1-800-xxx-xxxx
CALL TOLL-FREE TO VOTE
-----------------------------
CONTROL NUMBER
FOR INTERNET/TELEPHONE VOTING
-----------------------------
THE INTERNET AND TELEPHONE VOTING FACILITIES WILL CLOSE AT 9:00 A.M. E.D.T.
ON [MONTH, DAY], 2001.
| If you do not vote through the internet or telephone, |
| please detach the following and mail it in the envelope provided. |
- ------------------------------------------------------------------------------
/X/ Please mark your votes as in the example
FOR AGAINST ABSTAIN
1. Proposal to amend the Company's | | | | | |
certificate of incorporation to
delete Section VI of clause A of
Article Second.
FOR AGAINST ABSTAIN
2. Proposal to recapitalize the Company | | | | | |
through a merger of FC Merger Sub, Inc., a
wholly owned subsidiary of the Company,
with and into the Company, with the
Company as the surviving entity.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | |
Signature: ______________ Date:______, 2001
Signature: ______________ Date:______, 2001
NOTE: If a signer is a corporation, sign in full corporate name by a duly
authorized officer. Attorneys, executors administrators, trustees or
guardians should sign full name and mark as such.