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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
LENNOX INTERNATIONAL INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
526107 10 7
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(CUSIP Number)
Richard W. Booth, c/o Carl E. Edwards, Jr.,
2140 Lake Park Blvd., Richardson, Texas 75080
(972) 497-5000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 526107 10 7 Page 2 of 6 Pages
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
Richard W. Booth
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(2) Check the Appropriate Box if a Member of a Group
(a) ................................................... [ ]
(b) ................................................... [ ]
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(3) SEC Use Only
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(4) Source of Funds
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
United States Citizen
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Number of (7) Sole Voting Power 878,105 shares
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power 4,119,428 shares
Owned by ----------------------------------------------------------
Each (9) Sole Dispositive Power 878,105 shares
Reporting ----------------------------------------------------------
Person With (10) Shares Dispositive Power 4,119,428 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,997,533 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
11.1%
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(14) Type of Reporting Person (See Instructions)
IN
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Page 3 of 6 Pages
Item 1. SECURITY AND ISSUER
This statement relates to the shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of
Lennox International Inc., a Delaware corporation (the
"Company"), which has its principal executive offices at 2140
Lake Park Blvd., Richardson, Texas 75080.
Item 2. IDENTITY AND BACKGROUND
This statement is filed by Richard W. Booth, whose principal
business address is 2140 Lake Park Blvd., Richardson, Texas
75080. Mr. Booth is retired and is a member of the Board of
Directors of the Company. Mr. Booth is a citizen of the United
States.
The remaining sub-items of Item 2 are not applicable to Mr.
Booth.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 28, 1999, Mr. Booth acquired 1,250 Shares pursuant to
the directed share program in the Company's initial public
offering for a purchase price of $23,438. Mr. Booth used
personal funds to make such purchase. All other Shares
beneficially owned by Mr. Booth were acquired primarily
through a combination of inheritance, gift and the purchase of
shares from other stockholders.
Item 4. PURPOSE OF THE TRANSACTION
Mr. Booth acquired the Shares beneficially owned by him for
investment. Mr. Booth does not have any plans, nor has he made
proposals, which relate to or would result in any of the
events enumerated in paragraphs (a) through (j) of Item 4 to
Schedule 13D. However, Mr. Booth reserves the right to acquire
additional shares, to dispose of shares or to formulate other
purposes, plans or proposals to the extent he deems advisable
in light of his personal investment needs (and, in his
capacity as trustee of the trusts described in Item 5, the
investment needs of such trusts), market conditions and other
factors.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of August 12, 1999, Mr. Booth beneficially owns an
aggregate of 4,997,533 shares of Common Stock, constituting
approximately 11.1% of the outstanding shares of Common Stock.
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Page 4 of 6 Pages
(b) Mr. Booth directly beneficially owns 708,485 shares of
Common Stock, constituting approximately 1.6% of the
outstanding shares of Common Stock. Mr. Booth has the sole
power to dispose of and vote such shares. Mr. Booth is deemed
to directly beneficially own an aggregate of 117,150 shares of
Common Stock subject to options previously granted by the
Company that are currently exercisable or will become
exercisable within 60 days of the date of the filing of this
Schedule 13D. Such shares represent approximately 0.3% of the
outstanding shares of Common Stock. In the event Mr. Booth
exercises such options, he will have sole power to vote and
dispose of the shares issued upon such exercise. Mr. Booth may
also be deemed to indirectly beneficially own 52,470 shares of
Common Stock owned by the Anderson GST Exempt Trust (the
"Exempt Trust"). Mr. Booth is the sole trustee of the Exempt
Trust and in such capacity has the sole power to dispose of
and vote the Shares held by the Exempt Trust. The shares of
Common Stock owned by the Exempt Trust represent approximately
0.1% of the outstanding shares of Common Stock. Mr. Booth may
be deemed to indirectly beneficially own 2,029,731 shares of
Common Stock owned by the Trusts for the benefit of Richard W.
Booth (the "R.B. Trusts"). Mr. Booth is a co-trustee of the
R.B. Trusts and in such capacity shares the power to dispose
of and vote the Shares held by the R.B. Trusts. The shares of
Common Stock owned by the R.B. Trusts represent approximately
4.5% of the outstanding shares of Common Stock. Mr. Booth may
be deemed to indirectly beneficially own 2,036,364 shares of
Common Stock owned by the Trusts for the benefit of Anne Zink
(the "A.Z. Trusts"). Mr. Booth is a co-trustee of the A.Z.
Trusts and in such capacity shares the power to dispose of and
vote the Shares held by the A.Z. Trusts. The shares of Common
Stock owned by the A.Z. Trusts represent approximately 4.5% of
the outstanding shares of Common Stock.
(c) The only transaction effected by Mr. Booth in the past
sixty days was the purchase of 1,250 shares of Common Stock
described in Item 3. above.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a Lock-Up Letter executed by Mr. Booth on July 28,
1999 in connection with the Company's initial public offering,
Mr. Booth has agreed that, without the prior written consent
of Morgan Stanley & Co. Incorporated on behalf of the
underwriters in the Company's initial public offering, he will
not, during the period ending 180 days after July 28, 1999,
offer, pledge, sell or otherwise transfer or dispose of any
shares of Common Stock, subject to certain exceptions.
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Page 5 of 6 Pages
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Lock-Up Letter, dated July 28, 1999, executed by
Richard W. Booth.
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Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: August 12, 1999
/s/ Richard W. Booth
---------------------------------
Richard W. Booth
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1 Lock-Up Letter, dated July 28, 1999, executed by Richard W. Booth.
</TABLE>
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EXHIBIT 1
FORM OF LOCK-UP LETTER
July 28, 1999
Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
Warburg Dillon Read LLC
Morgan Stanley & Co. International Limited
Credit Suisse First Boston (Europe) Limited
UBS AG acting through its division
Warburg Dillon Read
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
The undersigned understands that Morgan Stanley & Co. Incorporated and
Morgan Stanley & Co. International Limited (collectively "MORGAN STANLEY")
propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT")
with Lennox International Inc., a Delaware corporation (the "COMPANY"),
providing for the public offering (the "PUBLIC OFFERING") by the several
Underwriters, including Morgan Stanley (the "UNDERWRITERS"), of ______________
shares (the "SHARES") of the common stock, par value $.01 per share, of the
Company (the "COMMON STOCK").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending 180 days after the date of the final prospectus
relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
Common Stock, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Stock or such other securities, in cash
or otherwise; PROVIDED, HOWEVER, that the undersigned shall be permitted to make
a bona fide gift of shares of Common Stock during such period if the undersigned
delivers to Morgan Stanley a letter substantially similar to this letter
executed by the donee. The foregoing sentence shall not apply to (a) the sale of
any Shares to the Underwriters pursuant to the Underwriting Agreement or (b)
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the Public Offering. In
addition, the undersigned agrees that, without the prior written consent of
Morgan Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date
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hereof and ending 180 days after the date of the Prospectus, make any demand for
or exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common
Stock.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Please sign your name or names exactly as printed below. For a joint
account, each joint owner should sign. Persons signing in a representative
capacity should indicate their capacity.
Very truly yours,
/s/ RICHARD W. BOOTH
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