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| FORM 3 | U.S. SECURITIES AND EXCHANGE COMMISSION
+--------+ WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
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1. Name and Address of Reporting Person
Titan Acquisitions, Ltd.
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
Attn: William H. Trachsel, Esq.
2. Date of Event Requiring Statement (Month/Day/Year) 6/23/1999
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3. IRS Identification Number of Reporting Person if an Entity
(Voluntary)
United Technologies Corporation 060570975
4. Issuer Name and Ticker or Trading Symbol
International Comfort Products Corporation
ICP
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director [ ] Officer [X] 10% Owner [ ] Other
(give title below) (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint Group Filing (Check Applicable Line)
____ Form Filed by One Reporting Person
X Form filed by More than One Reporting Person
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TABLE I--NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
<TABLE>
<CAPTION>
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1. Title 2. Amount of 3. Ownership Form: 4. Nature of
of Securities Bene- Direct (D) or Indirect Bene-
Security ficially Owned Indirect (I) ficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>
Ordinary Shares 7,889,870 I Lock-up Agreement between Ravine Partners,
Ltd. and Titan Acquisitions, Ltd. (see below)
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Ordinary Shares 7,919,638 I Lock-up Agreement between Ontario Teachers'
Pension Plan Board and Titan Acquisitions,
Ltd. (see below)
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</TABLE>
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FORM 3 (continued)
TABLE II--DERIVATIVE SECURITIES BENEFICIALLY OWNED
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
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1. Title of Derivative 2. Date Exer- 3. Title and Amount of Securities 4. Conversion 5. Ownership 6. Nature of In-
Security (Instr. 4) cisable and Underlying Derivative Security or Form of direct Bene-
Expiration (Instr. 4) Exercise Derivative ficial
Date Price Security: Ownership
(Month/Day/ of Direct (D) (Instr. 5)
Year) Derivative or In-
---------------------------------------------------- Security direct (I)
Date Expira- Amount or (Instr. 5)
Exer- tion Title Number of
cisable Date Shares
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<S> <C> <C> <C> <C> <C> <C> <C>
Option (pursuant to Lock-up see see Ordinary Shares 7,889,870 see below D by Titan see below
agreement between Ravine below below Acquisitions,
Partners, Ltd. and Titan Ltd.
Acquisitions, Ltd.)
I by United
Technologies
Corporation
(through Titan
Acquisitions,
Ltd.)
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</TABLE>
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FORM 3 (continued)
Explanation of Responses:
Titan Acquisitions, Ltd. ("Purchaser"), a wholly owned subsidiary of
United Technologies Corporation ("Parent"), entered into Lock-up Agreements
(each, a "Lock-up Agreement"), dated June 23, 1999, with Ravine Partners, Ltd.
("Ravine") and Ontario Teachers' Pension Plan Board ("Teachers"), respectively,
pursuant to which each of Ravine and Teachers agreed to validly tender and not
withdraw its shares of International Comfort Products Corporation ("Issuer") in
the cash tender offer (the "Offer") commenced by Purchaser on June 30, 1999 at
US$11.75 per share for the outstanding ordinary shares of Issuer. Such agreement
by Teachers is subject to there not being a proposal to takeover Issuer that is
superior to the Offer.
In addition, the Lock-up Agreement with Ravine grants Purchaser an
option to purchase Ravine's shares of Issuer at a price equal to the greater of
US$11.75 and the per share price paid by Purchaser in the Offer. Subject to
certain terms and conditions, the option is exercisable within 60 days following
the first date when: (a) the Pre-Acquisition Agreement, dated June 23, 1999, by
and among Purchaser, Parent and Issuer (the "Pre-Acquisition Agreement"), is
terminated (i) by Issuer because Issuer has received a superior takeover
proposal and the Board of Directors of Issuer has determined that its fiduciary
duties require it to terminate or (ii) by Parent because (A) the Board of
Directors of Issuer or any committee thereof has modified or withdrawn its
recommendation of the Offer or (B) Issuer has publicly announced its intention
to enter into a business combination with any person other than Parent or
Purchaser or taken other public actions not opposing another takeover proposal;
(b) a takeover proposal with respect to Issuer is announced by a person other
than Parent or Purchaser while the Offer is open and the Minimum Condition (as
defined in the Offer) is not satisfied; or (c) a takeover proposal with respect
to Issuer is announced by a person other than Parent or Purchaser after the
Offer has closed but prior to March 31, 2000 and Purchaser did not consummate
the Offer. In the event Ravine's shares of Issuer are acquired by Purchaser
pursuant to such option, and Purchaser subsequently disposes of such shares in
connection with any takeover proposal for which a binding contract of sale is
executed within 12 months of the closing of the acquisition pursuant to such
option, then Ravine shall be entitled to 75% of the excess, if any, of the
aggregate proceeds of such disposition over the purchase price paid pursuant to
the exercise of such option.
Each of the Pre-Acquisition Agreement and the Lock-up Agreements is
described in, and included as an exhibit to, the Schedule 14D-1 and Schedule 13D
filed by Purchaser and Parent with the Securities and Exchange Commission on
June 30, 1999, and such Schedules and all exhibits thereto are incorporated
herein by reference. As permitted by Rule 16a-1(a)(4) under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), this filing shall not be
deemed an admission that the reporting persons, for purposes of Section 16 of
the 1934 Act or otherwise, are beneficial owners of the equity securities
covered by this filing.
United Technologies Corporation
By: /s/ William Trachsel
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Name: William Trachsel
Title: Senior Vice President
General Counsel & Secretary
Titan Acquisitions, Ltd.
By: /s/ Ari Bousbib
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Name: Ari Bousbib
Title: President
Dated: July 13, 1999
