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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)
David H. Anderson, 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)
October 1, 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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<TABLE>
CUSIP No. 526107 10 7 Page 2 of 6 Pages
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<S> <C> <C>
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities
only)
David H. Anderson
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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 3,980,693 shares
Shares Bene- ------------------------------------------------------------------------------------------
ficially (8) Shared Voting Power 287,661 shares
Owned by ------------------------------------------------------------------------------------------
Each (9) Sole Dispositive Power 3,980,693 shares
Reporting ------------------------------------------------------------------------------------------
Person With (10) Shares Dispositive Power 287,661 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,268,354 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)
9.5%
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(14) Type of Reporting Person (See Instructions)
IN
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</TABLE>
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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 David H. Anderson, whose principal
business address is 2140 Lake Park Blvd., Richardson, Texas
75080. Mr. Anderson is a member of the Board of Directors of
the Company. In addition, Mr. Anderson currently serves as the
Co-Executive Director of the Santa Barbara Museum of Natural
History, as legal counsel for a local land conservation
organization in Santa Barbara County and as a member of
certain other organizations' boards of directors. Mr. Anderson
is a citizen of the United States.
The remaining sub-items of Item 2 are not applicable to Mr.
Anderson.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 1, 1999, Mr. Anderson received 167 shares of Common
Stock as director compensation. These shares were contributed
to the David H. Anderson Trust (the "D.A. Trust"). Mr.
Anderson is trustee of the D.A. Trust. All other Shares
beneficially owned by Mr. Anderson were acquired primarily
through a combination of inheritance, gift, the Company's
former dividend reinvestment plan and the purchase of shares
from other stockholders.
Item 4. PURPOSE OF THE TRANSACTION
Mr. Anderson acquired the Shares beneficially owned by him for
investment. Mr. Anderson 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. Anderson 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.
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Page 4 of 6 Pages
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of November 1, 1999, Mr. Anderson beneficially owns an
aggregate of 4,268,354 shares of Common Stock, constituting
approximately 9.5% of the outstanding shares of Common Stock.
(b) Mr. Anderson is deemed to directly beneficially own an
aggregate of 120,450 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 .3% of the outstanding shares of Common Stock.
In the event Mr. Anderson exercises such options, he will have
sole power to vote and dispose of the shares issued upon such
exercise. Mr. Anderson may also be deemed to indirectly
beneficially own 3,751,508 shares of Common Stock owned by the
D.A. Trust. Mr. Anderson is the sole trustee of the D.A. Trust
and in such capacity has the sole power to dispose of and vote
the Shares held by the D.A. Trust. The shares of Common Stock
owned by the D.A. Trust represent approximately 8.3% of the
outstanding shares of Common Stock. Mr. Anderson may also be
deemed to indirectly beneficially own 41,910 shares of Common
Stock owned by the Leo E. Anderson Trust (the "L.A. Trust").
Mr. Anderson is the sole trustee of the L.A. Trust and in such
capacity has the sole power to dispose of and vote the Shares
held by the L.A. Trust. The shares of Common Stock owned by
the L.A. Trust represent approximately .9% of the outstanding
shares of Common Stock. Mr. Anderson may also be deemed to
indirectly beneficially own 66,825 shares of Common Stock
owned by the Betty Oakes Trust (the "B.O. Trust"). Mr.
Anderson is the sole trustee of the B.O. Trust and in such
capacity has the sole power to dispose of and vote the Shares
held by the B.O. Trust. The shares of Common Stock owned by
the B.O. Trust represent approximately .15% of the outstanding
shares of Common Stock. Mr. Anderson may be deemed to
indirectly beneficially own 199,881 shares of Common Stock
owned by the Kristin H. Anderson Trust (the "K.A. Trust"). Mr.
Anderson is a co-trustee of the K.A. Trust and in such
capacity shares the power to dispose of and vote the Shares
held by the K.A. Trust. The shares of Common Stock owned by
the K.A. Trust represent approximately .44% of the outstanding
shares of Common Stock. Mr. Anderson may be deemed to
indirectly beneficially own 87,780 shares of Common Stock
owned by his minor child. Mr. Anderson shares the power to
dispose of and vote the Shares held by his child. The shares
of Common Stock owned by Mr. Anderson's child represent .2% of
the outstanding shares of Common Stock.
(c) The only transaction effected by Mr. Anderson in the past
sixty days was the receipt of 167 shares of Common Stock
described in Item 3 above.
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Page 5 of 6 Pages
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a Lock-Up Letter executed by Mr. Anderson on July
28, 1999 in connection with the Company's initial public
offering, Mr. Anderson 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.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Lock-Up Letter, dated July 28, 1999, executed by
David H. Anderson.
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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: December 21, 1999
/s/ David H. Anderson
-------------------------
David H. Anderson
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
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1 Lock-Up Letter, dated July 28, 1999, executed by
David H. Anderson.
</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/ DAVID H. ANDERSON
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