10-K/A 1 y66834a1e10vkza.txt FEDDERS CORPORATION 10-K/A FORM 10-K/A Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-8831 FEDDERS CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 22-2572390 (State of Incorporation) (I.R.S. Employer Identification No.) 505 Martinsville Road, Liberty Corner, NJ 07938-0813 (Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (908) 604-8686 SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- Common Stock, $.01 par value New York Stock Exchange, Inc.
Securities registered pursuant to section 12 (g) of the Act: Title of Each Class None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . [X] As of the close of business on October 31, 2002, there were outstanding 30,091,065 shares of the Registrant's Common Stock and 2,493,046 shares of its Class B Stock. The approximate aggregate market value (based upon the closing price on the New York Stock Exchange) of these shares held by non-affiliates of the Registrant as of November 21, 2002 was $88,954,623. (The value of a share of Common Stock is used as the value for a share of Class B Stock as there is no established market for Class B Stock and it is convertible into Common Stock on a share-for-share basis.) Explanatory Note This amendment on Form 10-K/A is being filed with respect to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 2002, filed with the Securities and Exchange Commission (the "SEC") on November 27, 2002 (the "Form 10-K"). This amendment is being filed to amend Part III of the Form 10-K to provide the information required by Item 307 of Regulation S-K, which was omitted, and to amend and restate Part IV of the Form 10-K, Item 15 (previously Item 14) to include Exhibit 99.1. Part III of Form 10-K is amended to include Item 14 and Part IV of Form 10-K is amended to include Item 15 as follows: Item 14. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-14 (c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company including its consolidated subsidiaries required to be included in the Company's reports filed or submitted under the Exchange Act. (b) Changes in Internal Controls. Since the Evaluation Date, there have not been any significant changes in the Company's internal controls or in other factors that could significantly affect such controls. Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K Index to Financial Statements and Financial Statement Schedules (a) 1. Financial Statements The following Consolidated Financial Statements of the Company and its subsidiaries are included:
PAGE # ------ Consolidated Statements of Operations and Comprehensive Income for the years ended August 31, 2002, 2001 and 2000 .................. F-1 Consolidated Balance Sheets at August 31, 2002 and 2001..................... F-2 Consolidated Statements of Cash Flows for the years ended August 31, 2002, 2001 and 2000.............................................. F-3 Consolidated Statements of Stockholders' Equity for the years ended August 31, 2002, 2001 and 2000.................................. F-4
Notes to Consolidated Financial Statements....................... F-5-F-30 Independent Auditors' Reports.................................... F-31 & F-34 (a) 2. Financial Statement Schedule Consolidated Schedule as of and for the years ended August 31, 2002, 2001 and 2000 II. Valuation and Qualifying Accounts....................... F-33 All other schedules have been omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or the Notes thereto. (a) 3. Exhibits (3) (i) Restated Certificate of Incorporation of the Company filed as Exhibit (A) to Annex (A) of the Company's Proxy Statement/Prospectus dated January 9, 2002 and incorporated herein by reference. (ii) By-Laws of the Company.** (4) (i) Registration statement on Form S-4 filed with the Securities and Exchange Commission on September 10, 1997 and incorporated herein by reference. (ii) Registration statement on Form S-4 filed with the Securities and Exchange Commission on January 24, 2000 and incorporated herein by reference. (10) (i) Stock Option Plan VIII, filed as Annex F to the Company's Proxy Statement - Prospectus dated May 10, 1996 and incorporated herein by reference. (ii) Employment Agreement between the Company and Sal Giordano, Jr. effective December 14, 2001.** (21) Subsidiaries.** (23) Consent of Deloitte & Touche LLP.** (99) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** (99.1) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* * Filed herewith. ** Previously filed with the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2002, filed on November 27, 2002. (b) Reports on Form 8-K. Current Report on Form 8-K dated October 18, 2002, reporting the Company's year-end results for fiscal year 2002. Any items in the Form 10-K that are not expressly changed hereby shall be as set forth in the Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. FEDDERS CORPORATION By /s/ MICHAEL GIORDANO ----------------------------- Michael Giordano Executive Vice President, Finance and Administration and Chief Financial Officer December 16, 2002 CERTIFICATIONS I, Sal Giordano, Jr., certify that: 1. I have reviewed this annual report on Form 10-K/A of Fedders Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: December 16, 2002 /s/ Sal Giordano, Jr. ----------------------- Sal Giordano, Jr. Chief Executive Officer CERTIFICATIONS I, Michael Giordano, certify that: 1. I have reviewed this annual report on Form 10-K/A of Fedders Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: December 16, 2002 /s/ Michael Giordano -------------------------- Michael Giordano Chief Financial Officer Index to Exhibits Exhibit No. Description of Exhibit (3) (i) Restated Certificate of Incorporation of the Company filed as Exhibit (A) to Annex (A) of the Company's Proxy Statement/Prospectus dated January 9, 2002 and incorporated herein by reference. (ii) By-Laws of the Company.** (4) (i) Registration statement on Form S-4 filed with the Securities and Exchange Commission on September 10, 1997 and incorporated herein by reference. (ii) Registration statement on Form S-4 filed with the Securities and Exchange Commission on January 24, 2000 and incorporated herein by reference. (10) (i) Stock Option Plan VIII, filed as Annex F to the Company's Proxy Statement - Prospectus dated May 10, 1996 and incorporated herein by reference. (ii) Employment Agreement between the Company and Sal Giordano, Jr. effective December 14, 2001.** (21) Subsidiaries.** (23) Consent of Deloitte & Touche LLP.** (99) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** (99.1) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* * Filed herewith. ** Previously filed with the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2002, filed on November 27, 2002. (b) Reports on Form 8-K. Current Report on Form 8-K dated October 18, 2002, reporting the Company's year-end results for fiscal year 2002.