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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
and
SCHEDULE 13D/A
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
(Amendment No. 5)
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International Comfort Products Corporation
(Name of Subject Company)
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Titan Acquisitions, Ltd.
United Technologies Corporation
(Bidders)
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Ordinary Stock, No Par Value Per Share
(Title of Class of Securities)
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458978-10-3
(CUSIP Number of Class of Securities)
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William H. Trachsel, Esq.
Senior Vice President, General Counsel and Secretary
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
Tel. Number (860) 728-7000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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With a copy to:
Christopher E. Austin, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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SCHEDULE 14D-1
CUSIP No. 458978-10-3 Page 2 of 7 Pages
1.
Name of Reporting Persons:
S.S. or I.R.S. Identification Nos. of Above Person
Titan Acquisitions Ltd.
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2.
Check the Appropriate Box if a Member of a Group (a) [_]
(See Instructions) (b) [_]
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3.
SEC Use Only
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4.
Sources of Funds (see Instructions)
AF
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5.
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [_]
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6.
Citizenship or Place of Organization
Province of New Brunswick, Ontario, Canada
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7.
Aggregate Amount Beneficially Owned by Each Reporting
Person
15,809,508
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8.
Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [_]
(See Instructions)
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9.
Percent of Class Represented by Amount in Row (7)
38.7%
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10.
Type of Reporting Person (See Instructions)
CO
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SCHEDULE 14D-1
CUSIP No. 458978-10-3 Page 3 of 7 Pages
1.
Name of Reporting Persons:
S.S. or I.R.S. Identification Nos. of Above Person
United Technologies Corporation
060570975
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2.
Check the Appropriate Box if a Member of a Group (a) [_]
(See Instructions) (b) [_]
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3.
SEC Use Only
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4.
Sources of Funds (see Instructions)
WC & OO
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5.
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [_]
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6.
Citizenship or Place of Organization
Delaware
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7.
Aggregate Amount Beneficially Owned by Each Reporting
Person
15,809,508
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8.
Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [_]
(See Instructions)
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9.
Percent of Class Represented by Amount in Row (7)
38.7%
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10.
Type of Reporting Person (See Instructions)
CO
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INTRODUCTION
Titan Acquisitions, Ltd., a corporation organized under the laws of the
Province of New Brunswick, Canada ("Purchaser"), and United Technologies
Corporation, a Delaware corporation ("Parent"), hereby amend their joint
Tender Offer Statement on Schedule 14D-1 dated June 30, 1999 relating to an
offer to purchase all outstanding ordinary shares (the "Shares") of
International Comfort Products Corporation, a corporation continued under the
federal laws of Canada (the "Company"), at US$11.75 per Share (such Tender
Offer Statement on Schedule 14D-1, the "Schedule 14D-1"). All terms defined in
the Schedule 14D-1 have the same meanings in this Amendment.
Item 10. Additional Information.
(f) The following paragraph is hereby inserted after the last sentence:
On Wednesday, July 28, 1999, the Purchaser and Parent issued a press release
announcing the extension of the Expiry Time of the Offer until 12:00 midnight,
Toronto time, on Monday, August 9, 1999, unless further extended or withdrawn.
A copy of the press release is attached hereto as Exhibit (a)(14) and is
incorporated herein by reference.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
United Technologies Corporation
/s/ William Trachsel
By: _________________________________
Name: William Trachsel
Title:Senior Vice President,
General Counsel & Secretary
Titan Acquisitions, Ltd.
/s/ Ari Bousbib
By: _________________________________
Name: Ari Bousbib
Title:President
Dated July 29, 1999
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EXHIBIT INDEX
The following items (a)(14) and (a)(15) are hereby added to the Exhibit
Index:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
(a)(14) Text of Press Release issued at 8:30 p.m. on July 28, 1999
(a)(15) Notice of extension of Expiry Time disseminated to holders of Shares
on July 29, 1999
</TABLE>
6
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Exhibit (a)(14)
UNITED TECHNOLOGIES CORPORATION EXTENDS TENDER OFFER FOR
INTERNATIONAL COMFORT PRODUCTS CORPORATION TO AUGUST 9, 1999
HARTFORD, CT, July 28, 1999 (8:30 p.m.) - United Technologies Corporation
("UTC") (NYSE: UTX) and Titan Acquisitions, Ltd. ("Titan"), a wholly-owned
subsidiary of UTC, today announced that they have extended the expiration date
for the tender offer (the "Offer") for all shares of International Comfort
Products Corporation ("ICP") (AMEX: ICP) to 12:00 midnight, Toronto time, on
Monday, August 9, 1999. The Offer had originally been scheduled to expire at
12:00 midnight, Toronto time, on Wednesday, July 28, 1999.
Under the terms of the Pre-Acquisition Agreement, dated June 23, 1999,
among Titan, UTC and ICP, the Offer is conditioned upon, among other things, the
approval by a Minister of the federal Cabinet of Canada of the application
submitted by Titan on July 6, 1999 under the Investment Canada Act. Such
approval has not yet been received. A Minister has 45 days from the receipt of
such application to make his determination and may extend this period for an
additional 30 days.
As of 6:00 p.m., Toronto time, on Wednesday, July 28, 1999, 38,273,502
ordinary shares of ICP were validly tendered in connection with the Offer
comprising approximately 93.8% of the outstanding ordinary shares of ICP (or
approximately 89.5% on a fully diluted basis).
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EXHIBIT (a)(15)
This document is important and requires your immediate attention. If you are in
any doubt as to how to deal with it, you should consult your investment dealer,
stock broker, bank manager, lawyer or other professional adviser.
NOTICE OF EXTENSION
of the
OFFER TO PURCHASE FOR CASH
All of the Outstanding
Ordinary Shares
of
INTERNATIONAL COMFORT PRODUCTS CORPORATION
At US$11.75 Per Share
by
TITAN ACQUISITIONS, LTD.
a Wholly-owned Subsidiary of
UNITED TECHNOLOGIES CORPORATION
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The Offer has been extended and is now open for acceptance until 12:00
midnight (Toronto time), on Monday, August 9, 1999 unless further
extended or withdrawn.
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Shareholders who wish to tender Shares should either (1) complete and sign the
Letter of Transmittal (or a manually signed facsimile thereof) in accordance
with the instructions in the Letter of Transmittal, dated June 30, 1999, mail or
deliver it and any other required documents to the U.S. or Canadian Depositary
(as defined in the Offer to Purchase and the accompanying Offering Circular,
dated June 30, 1999 (collectively, the "Offer to Purchase")) and either deliver
the certificates for such Shares to the U.S. or Canadian Depositary along with
the Letter of Transmittal or tender such Shares pursuant to the procedures for
book-entry transfer set forth in Section 3 of the Offer to Purchase or (2)
request their broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for them. Any shareholder whose Shares are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if such holder desires to tender such Shares. Any shareholder who
desires to tender Shares and whose certificates representing such Shares are not
immediately available, or who cannot comply with the procedure for book-entry
transfer on a timely basis, may tender such Shares by following the procedures
for guaranteed delivery set forth in Section 3 of the Offer to Purchase. All
payments will be made in U.S. dollars, unless the holder tenders Shares to the
Canadian Depositary and elects to receive payment in Canadian dollars by
checking the appropriate box in the Letter of Transmittal, with the amount
determined based on the market rate of exchange obtained by Purchaser (net of
any applicable commissions or exchange charges) on the business day immediately
preceding the date of the delivery of such payment by such Depositary. Questions
and requests for assistance may be directed to the Information Agent, either
Depositary or, in the case of questions and requests from U.S. investors only,
the U.S. Dealer Manager at the addresses and telephone numbers set forth on the
back cover of the Offer to Purchase. Requests for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other related materials may be directed to the Information Agent or to brokers,
dealers, commercial banks and trust companies. The Offer to Purchase, the
Letter of Transmittal and the Notice of Guaranteed Delivery contain important
information that should be read, together with this Notice of Extension, before
any decision is made with respect to the Offer.
___________________
The Dealer Manager for the Offer in the United States is:
Salomon Smith Barney
July 28, 1999
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NOTICE OF EXTENSION
TO: HOLDERS OF ORDINARY SHARES OF INTERNATIONAL COMFORT PRODUCTS CORPORATION.
This notice of extension (this "Notice") amends and supplements the Offer
to Purchase and the accompanying Offering Circular dated June 30, 1999 (the
"Offer to Purchase") of Titan Acquisitions, Ltd. (the "Purchaser") pursuant to
which the Purchaser is offering to purchase the outstanding Ordinary Shares (the
"Shares") of International Comfort Products Corporation (the "Company"). The
Purchaser is a wholly-owned subsidiary of United Technologies Corporation (the
"Parent").
DEFINITIONS
Except as otherwise set forth in this Notice, the terms and conditions
contained in the Offer to Purchase continue to be applicable in all respects,
and this Notice should be read in conjunction therewith, the provisions of which
(as hereby amended) are incorporated herein by reference. Unless the context
requires otherwise, terms denoted by initial capital letters and not defined
herein have the respective meanings set forth in the Offer to Purchase. All
references to the "Offer" in this Notice and the Offer to Purchase shall be
deemed to be, where appropriate, references to the Offer as amended by this
Notice.
The definition of "Expiry Time" contained in the Offer is deleted and shall
mean 12:00 midnight, Toronto time, on August 9, 1999, unless and until the
Purchaser shall have extended the period of time during which the Offer is open,
in which event the term "Expiry Time", shall mean the latest time and date at
which the Offer, as so extended by the Purchaser, shall expire.
EXTENSION OF THE OFFER
The Purchaser hereby gives notice that it has varied the Offer by extending
the Expiry Time from 12:00 midnight, Toronto time, on Wednesday, July 28, 1999
to 12:00 midnight, Toronto time, on Monday, August 9, 1999.
1. Manner and Time of Acceptance
The Offer is open for acceptance until 12:00 midnight (Toronto time) on
August 9, 1999, or until such later time and date or times and dates to which
the Offer may be extended, unless withdrawn by the Purchaser.
The manner of acceptance shall be in accordance with Section 3 of the Offer
to Purchase.
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2. Conditions of the Offer
The Offer continues to be conditional upon the Minimum Condition and the
other conditions set out in Section 5 of the Offer to Purchase.
3. Payment for Deposited Shares
Payment shall be made in accordance with Section 2 of the Offer to
Purchase.
4. Right to Withdraw
Holders of Shares have the right to withdraw deposited Shares under the
circumstances and in the manner described in Section 4 of the Offer to Purchase,
as amended hereby.
5. Amendment to the Offer to Purchase,
Letters of Transmittal and Notices of Guaranteed Delivery
The Offer to Purchase, Letters of Transmittal and Notices of Guaranteed
Delivery are also hereby amended to give effect to the amendment contemplated by
this Notice.
SUBSEQUENT EVENTS
Since June 30, 1999 (the date of the Offer to Purchase), the following
events which are relevant to the Offer have occurred.
1. Appointment of Additional Officers
On July 14, 1999, Purchaser decided to appoint the following additional
officers, each of whom concurrently serves as an employee of either Parent or
Parent's wholly owned subsidiary, Carrier Corporation: William Brown (Vice
President), Lawrence Mowell, Jr. (Vice President), Donald Cawley (Vice
President), Robert Wylie (Vice President), Frank Hartman (Vice President),
Gilles Renaud (Vice President and Treasurer), John Healy (Secretary), George
Minnich (Assistant Treasurer), Christopher Witzky (Assistant Treasurer) and
Christine Rua (Assistant Secretary).
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2. Certain Legal Matters
Class Action. In a Memorandum Opinion dated July 20, 1999, the Chancery
Court for the State of Tennessee, 17th Judicial District, Marshall County, at
Lewisburg, rejected the claims of the plaintiffs in the class action relating to
the Offer that had been filed against the Company and its directors by two
shareholders of the Company in such Court (as described in the Offer to Purchase
in Section 15 "Certain Legal Matters - Class Action"), and on July 23, 1999, the
Court granted a motion by the plaintiffs to dismiss such class action
voluntarily.
Shareholder Actions. On July 26, 1999, one of the plaintiffs in the class
action referred to above filed an application against the Company and Montreal
Trust Company of Canada, in its capacity as the Company's transfer agent, in the
Superior Court of Justice in the Province of Ontario. The application sought,
inter alia, (i) a temporary restraining order enjoining the Company and its
transfer agent from transferring Shares to Purchaser and (ii) leave to bring a
derivative action to recover from the officers and directors of the Company
damages based on allegations of corporate waste resulting from the Company's
granting incentives and bonuses to management in connection with the Offer. On
July 27, 1999 the motion for a temporary restraining order was withdrawn,
subject to the representation by the Company and Parent to the court that they
would (a) take no steps to cause the Company to cease to exist prior to August
24, 1999 and (b) notify applicant's counsel no fewer than five days before any
change of such intention prior to August 24, 1999. The withdrawal of such
motion for a temporary restraining order was without prejudice to the right of
the applicant to renew in the event of such a notification that the intentions
of the Company or Parent have changed. Accordingly, no motion to enjoin the
consummation of the Offer is pending before the court in such matter. A hearing
relating to the application for leave to bring a derivative action against the
officers and directors of the Company is scheduled for August 24, 1999.
On July 27, 1999, an individual who had tendered Shares in the Offer filed
a purported class action in the United States District Court for the Middle
District of Tennessee allegedly on behalf of all individuals who tendered Shares
in the Offer. The defendants named in the complaint are Purchaser, Parent, the
President of Purchaser and the person serving as Senior Vice President, General
Counsel and Secretary of Parent. The complaint alleges, among other things,
that certain of the arrangements disclosed in Item 3 of the Company's
Recommendation Statement on Schedule 14D-9 with respect to the Offer under the
caption "Arrangements with Directors and Executive Officers of the Company" and
in Section 13 of the Offer to Purchase under the caption "Arrangements with
Certain Employees of the Company" violate federal securities laws. Purchaser
and Parent believe that all claims against the defendants are without merit and
intend to defend these claims vigorously. The complaint seeks costs, attorneys'
fees and compensatory damages, but plaintiff has not sought to enjoin the Offer
in any respect.
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Certain Regulatory Matters. Several regulatory matters, the determination
of which are conditions of the Offer, have been satisfied. In particular, the
15-calendar-day waiting period applicable to the Offer under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 in the United States expired on July
21, 1999. The prescribed waiting period applicable to the Offer under the
Competition Act (Canada) has also expired; however, the Minister of the federal
Cabinet has not yet made a determination under the Investment Canada Act in
respect of the application submitted by the Purchaser on July 6, 1999. As
discussed in Section 15 of the Offer to Purchase, the Minister has 45 days from
the receipt of such application to make his determination and may extend this
period for an additional 30 days.
3. Shares Tendered
As at 6:00 p.m. (Toronto time) on July 28, 1999, the U.S. and Canadian
Depositaries had received Letters of Transmittals (or other documents evidencing
the tendering of Shares) representing approximately 38,273,502 Shares or 93.8%
of the outstanding Shares (89.5% on a fully diluted basis).
STATUTORY RIGHTS
Securities legislation in certain of the provinces of Canada provides
holders of Shares with, in addition to any other rights they may have at law,
rights of rescission or to damages or both, if there is a misrepresentation in a
circular or notice that is required to be delivered to such holders. However,
such rights must be exercised within prescribed time limits. Holders of Shares
should refer to the applicable provisions of the securities legislation of their
province for particulars of those rights or consult a lawyer.
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APPROVAL AND CERTIFICATE
DATED: July 28, 1999
The contents of the Offer to Purchase dated June 30, 1999 as amended by
this Notice have been approved, and the sending, communication or delivery
thereof to the shareholders of International Comfort Products Corporation has
been authorized by the board of directors of the Purchaser. The foregoing
contains no untrue statement of a material fact and does not omit to state a
fact that is required to be stated or that is necessary to make a statement not
misleading in the light of the circumstances in which it was made. In addition,
the foregoing does not contain any misrepresentation likely to affect the value
or the market price of the securities which are the subject of the Offer.
"Ari Bousbib"
_________________________________
Ari Bousbib, President
As the sole member of the Board of Directors
of Titan Acquisitions, Ltd.:
"Ari Bousbib"
_________________________________
Ari Bousbib, Director
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The Depositary in the United States is:
Citibank, N.A.
By Courier:
915 Broadway, 5th Floor
New York, NY 10010
By Mail:
Citibank, N.A.
P.O. Box 685
Old Chelsea Station
New York, NY 10113
By Hand:
Citibank, N.A.
Corporate Trust Window
111 Wall Street, 5th Floor
New York, NY 10043
Facsimile for Eligible Institutions:
(212) 505-2248
To Confirm By Telephone:
(800) 270-0808
The Depositary in Canada is:
Montreal Trust Company of Canada
Reorganization Department
151 Front Street West--8th Floor
Toronto, Ontario M5J 2N1
Tel: (416) 981-9633
Toll free: (800) 663-9097
Fax: (416) 981-9600
The Information Agent is:
Georgeson & Company Inc.
United States:
Wall Street Plaza
New York, New York 10005
Toll free: (800) 223-2064
Banks & Brokers Call Collect: (212) 440-9800
Canada:
Commerce Court West, Suite 1925
Toronto, Ontario M5L 1B9
Toll free: (800) 890-1037
The Dealer Manager in the United States is:
Salomon Smith Barney Inc.
7 World Trade Center
31st Floor
New York, New York 10048
Toll free: (800) 221-1629
