<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------
LENNOX INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 42-0991521
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2140 LAKE PARK BLVD., RICHARDSON, TEXAS 75080
(Address of principal executive offices, including zip code)
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LENNOX INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
-----------
CARL E. EDWARDS
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
LENNOX INTERNATIONAL INC.
2140 LAKE PARK BLVD.
RICHARDSON, TEXAS 75080
(Name and address of agent for service)
(972) 497-5000
(Telephone number, including area code, of agent for service)
-----------
COPY TO:
Andrew M. Baker
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
(214) 953-6500
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 825,000 shares $20.00 $16,500,000 $4,587
========================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h) based on the estimate of the maximum
initial public offering price for the Common Stock as disclosed in the
Registration Statement on Form S-1 (Registration No. 333-75725) of
Lennox International Inc.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the Lennox
International Inc. Employee Stock Purchase Plan (the "Plan") required by Item 1
of Form S-8 and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to employees as specified by Rule 428 under the Securities Act of 1933, as
amended ("Securities Act"). In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Lennox International Inc. (the "Company") shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of any or
all of the documents included in such file.
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<PAGE> 3
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference:
(1) The Company's latest prospectus filed with the Commission on July
29, 1999 pursuant to Rule 424(b) under the Securities Act.
(2) The description of the capital stock of the Company contained in
the Company's Registration Statement on Form S-1 (Registration No. 333-75725)
(the "S-1").
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed supplement to this
Registration Statement or any document that is also incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the Restated
Certificate of Incorporation of the Company (the "Certificate"), the Amended and
Restated Bylaws of the Company (the "Bylaws"), Indemnification Agreements (the
"Indemnification Agreements") the Company has entered into with its directors
and certain of its officers (the "Indemnitees") and the Delaware General
Corporation Law (the "DGCL"). This description is intended as a summary only
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<PAGE> 4
and is qualified in its entirety by reference to the Certificate, the Bylaws and
the Indemnification Agreements, copies of which have been filed as exhibits to
the Company's S-1, and by reference to the DGCL.
Delaware General Corporation Law
Section 145(a) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
145(a) and (b), or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under
Section 145(a) and (b) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
II-2
<PAGE> 5
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Section 145(a) and (b). Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who were not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office.
Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145.
Section 102(b)(7) of the DGCL provides that the liability of a director
may not be limited or eliminated for the breach of such director's duty of
loyalty to the corporation or its stockholders, for such director's intentional
acts or omissions not in good faith, for such director's concurrence in or vote
for an unlawful payment of a dividend or unlawful stock purchase or redemption
or for any improper personal benefit derived by the director from any
transaction.
The Certificate
Article Eighth of the Certificate provides that a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted under the DGCL
as the same exists or may hereafter be amended. Any repeal or modification of
Article
II-3
<PAGE> 6
Eighth shall not adversely affect any right or protection of a director of the
Company existing thereunder with respect to any act or omission occurring prior
to such repeal or modification.
The Bylaws
Article VI of the Bylaws provides that each person who at any time
shall serve or shall have served as a director or officer of the Company, or any
person who, while a director or officer of the Company, is or was serving at the
request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, shall be entitled to (a)
indemnification and (b) the advancement of expenses incurred by such person from
the Company as, and to the fullest extent, permitted by Section 145 of the DGCL
or any successor statutory provision, as from time to time amended. The Company
may indemnify any other person, to the same extent and subject to the same
limitations specified in the immediately preceding sentence, by reason of the
fact that such other person is or was an employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise.
The indemnification and advancement of expenses provided by, or granted
pursuant to, Article VI shall not be deemed exclusive of any other rights to
which any person seeking indemnification or advancement of expenses may be
entitled under any bylaw of the Company, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office. All rights to indemnification under Article VI shall be deemed to be
provided by a contract between he Company and the director, officer, employee or
agent who served in such capacity at any time while the bylaws of he Company and
other relevant provisions of the DGCL and other applicable law, if any, are in
effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing. Without limiting the provisions of Article VI, the
Company is authorized from time to time, without further action by the
stockholders of the Company, to enter into agreements with any director or
officer of the Company providing such rights of indemnification as the Company
may deem appropriate, up to the maximum extent permitted by law. Any agreement
entered into by the Company with a director may be authorized by the other
directors, and such authorization shall not be invalid on the basis that similar
agreements may have been or may thereafter be entered into with other directors.
Insurance
The Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Company would have the power to indemnify such person
against such liability under the applicable provisions of Article VI of the
Bylaws or the DGCL.
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<PAGE> 7
Indemnification Agreements
The Company has entered into indemnification agreements (the
"Indemnification Agreements") with its directors and certain of its executive
officers (collectively, the "Indemnitees"). Under the terms of the
Indemnification Agreements, the Company has generally agreed to indemnify, and
advance expenses to, each Indemnitee to the fullest extent permitted by
applicable law on the date of the agreements and to such greater extent as
applicable law may thereafter permit. In addition, the Indemnification
Agreements contain specific provisions pursuant to which the Company has agreed
to indemnify each Indemnitee (i) if such person is, by reason of his or her
status as a director, nominee for director, officer, agent or fiduciary of the
Company or of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise with which such person was serving at the
request of the Company (any such status being referred to as a "Corporate
Status") made or threatened to be made a party to any threatened, pending or
completed action, suit, arbitration, alternative dispute resolution mechanism,
investigation or other proceeding (each, a "Proceeding"), other than a
proceeding by or in the right of the Company; (ii) if such person is, by reason
of his or her Corporate Status, made or threatened to be made a party to any
Proceeding brought by or in the right of the Company to procure a judgment in
its favor, except that no indemnification shall be made in respect of any claim,
issue or matter in such Proceeding as to which such Indemnitee shall have been
adjudged to be liable to the Company if applicable law prohibits such
indemnification, unless and only to the extent that a court shall otherwise
determine; (iii) against expenses actually and reasonably incurred by such
person or on his or her behalf in connection with any Proceeding to which such
Indemnitee was or is a party by reason of his or her Corporate Status and in
which such Indemnitee is successful, on the merits or otherwise; (iv) against
expenses actually and reasonably incurred by such person or on his or her behalf
in connection with a Proceeding to the extent that such Indemnitee is, by reason
of his or her Corporate Status, a witness or otherwise participates in any
Proceeding at a time when such person is not a party in the Proceeding; and (v)
against expenses actually and reasonably incurred by such person in any judicial
adjudication of or any award in arbitration to enforce his or her rights under
the Indemnification Agreements.
In addition, under the terms of the Indemnification Agreements, the
Company has agreed to pay all reasonable expenses incurred by or on behalf of an
Indemnitee in connection with any Proceeding, whether brought by or in the right
of the Company or otherwise, in advance of any determination with respect to
entitlement to indemnification and within 15 days after the receipt by the
Company of a written request from such Indemnitee for such payment. In the
Indemnification Agreements, each Indemnitee has agreed that he or she will
reimburse and repay the Company for any expenses so advanced to the extent that
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company against such expenses.
The Indemnification Agreements also include provisions that specify the
procedures and presumptions which are to be employed to determine whether an
Indemnitee is entitled to indemnification thereunder. In some cases, the nature
of the procedures specified in the Indemnification Agreements varies depending
on whether there has occurred a "Change in Control" (as defined in the
Indemnification Agreements) of the Company.
II-5
<PAGE> 8
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company, as
amended (filed as Exhibit 3.1 to the S-1 and incorporated
herein by reference)
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit
3.2 to the S-1 and incorporated herein by reference)
4.3 Specimen of certificate representing Common Stock, par value
$0.01 per share, of the Company (filed as Exhibit 4.1 to the
S-1 and incorporated herein by reference)
4.4 Lennox International Inc. Employee Stock Purchase Plan
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
24 Power of Attorney (included on the execution page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof), which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to
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<PAGE> 9
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richardson, State of
Texas, on this 29th day of July, 1999.
LENNOX INTERNATIONAL INC.
By: /s/ John W. Norris, Jr.
----------------------------------
John W. Norris, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Lennox International Inc., a Delaware corporation, which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, hereby
constitutes and appoints John W. Norris, Jr., Carl E. Edwards, Jr. and Clyde W.
Wyant, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, and in any and all capacities, to sign and file any and all
amendments to this Registration Statement on Form S-8, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, it being understood that said attorneys-in-fact and agents,
and each of them, shall have full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and that each of the undersigned hereby ratifies and confirms all that
said attorneys-in-fact as agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on July 29, 1999.
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<PAGE> 11
SIGNATURE TITLE
/s/ John W. Norris, Jr. Chairman of the Board
- ------------------------------ and Chief Executive Officer
John W. Norris, Jr. (Principal Executive Officer)
/s/ Clyde W. Wyant Executive Vice President,
- ------------------------------ Chief Financial Officer and Treasurer
Clyde W. Wyant (Principal Financial Officer)
/s/ John J. Hubbuch Vice President, Controller
- ------------------------------ and Chief Accounting Officer
John J. Hubbuch (Principal Accounting Officer)
/s/ Linda G. Alvarado Director
- ------------------------------
Linda G. Alvarado
/s/ David H. Anderson Director
- ------------------------------
David H. Anderson
/s/ Richard W. Booth Director
- ------------------------------
Richard W. Booth
/s/ Thomas W. Booth Director
- ------------------------------
Thomas W. Booth
/s/ David V. Brown Director
- ------------------------------
David V. Brown
/s/ James J. Byrne Director
- ------------------------------
James J. Byrne
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<PAGE> 12
/s/ Janet K. Cooper Director
- ------------------------------
Janet K. Cooper
/s/ John E. Major Director
- ------------------------------
John E. Major
/s/ Donald E. Miller Director
- ------------------------------
Donald E. Miller
/s/ Terry D. Stinson Director
- ------------------------------
Terry D. Stinson
/s/ Richard L. Thompson Director
- ------------------------------
Richard L. Thompson
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<PAGE> 13
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of the Company, as
amended (filed as Exhibit 3.1 to the S-1 and incorporated
herein by reference)
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit
3.2 to the S-1 and Incorporated herein by reference)
4.3 Specimen of certificate representing Common Stock, par value
$0.01 per share, of the Company (filed as Exhibit 4.1 to the
S-1 and incorporated herein by reference)
4.4 Lennox International Inc. Employee Stock Purchase Plan
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
24 Power of Attorney (included on the execution page of this
Registration Statement)
<PAGE> 1
EXHIBIT 4.4
LENNOX INTERNATIONAL INC.
EMPLOYEE STOCK PURCHASE PLAN
(Effective July 29, 1999)
1. PURPOSE
The Lennox International Inc. Employee Stock Purchase Plan
(the "Plan") is designed to encourage and assist all employees of Lennox
International Inc., a Delaware corporation ("Lennox") and Subsidiaries (as
defined in Section 4) (hereinafter collectively referred to as the "Company"),
where permitted by applicable laws and regulations, to acquire an equity
interest in Lennox through the purchase of shares of common stock, par value
$.01 per share, of Lennox ("Common Stock"). It is intended that this Plan
constitute an "employee stock purchase plan" within the meaning of Section 423
of the Internal Revenue Code of 1986, as amended (the Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered and interpreted by the
Compensation Committee (the "Committee") of the Board of Directors of Lennox
(the "Board") or such other committee as may be appointed by the Board or its
designee, which Committee shall consist of at least two persons. The Committee
shall supervise the administration and enforcement of the Plan according to its
terms and provisions and shall have all powers necessary to accomplish these
purposes and discharge its duties hereunder including, but not by way of
limitation, the power to (i) employ and compensate agents of the Committee for
the purpose of administering the accounts of participating employees; (ii)
construe and interpret the Plan; (iii) determine all questions of eligibility;
and (iv) compute the amount and determine the manner and time of payment of all
benefits according to the Plan.
The Committee may act by decision of a majority of its members
at a regular or special meeting of the Committee or by decision reduced to
writing and signed by all members of the Committee without holding a formal
meeting.
3. NATURE AND NUMBER OF SHARES
The Common Stock subject to issuance under the terms of the
Plan shall be authorized but unissued shares, previously issued shares
reacquired and held by Lennox or shares purchased on the open market. The
aggregate number of shares that may be issued under the Plan shall not exceed
825,000 shares of Common Stock. All shares purchased under the Plan, regardless
of source, shall be counted against the 825,000 share limitation.
<PAGE> 2
In the event of any reorganization, stock split, reverse stock
split, stock dividend, combination of shares, merger, consolidation, offering of
rights or other similar change in the capital structure of Lennox, the Committee
may make such adjustment, if any, as it deems appropriate in the number, kind
and purchase price of the shares available for purchase under the Plan and in
the maximum number of shares that may be issued under the Plan, subject to the
approval of the Board and in accordance with Section 19.
4. ELIGIBILITY REQUIREMENTS
Each "Employee" (as hereinafter defined), except as described
in the next following paragraph, shall become eligible to participate in the
Plan in accordance with Section 5 on the first "Enrollment Date" (as defined
therein) following employment by the Company. Participation in the Plan is
voluntary.
The following Employees are not eligible to participate in the
Plan:
i. Employees who would, immediately upon enrollment in
the Plan, own directly or indirectly, or hold options
or rights to acquire, an aggregate of five percent or
more of the total combined voting power or value of
all outstanding shares of all classes of the Company
or any subsidiary (in determining stock ownership of
an individual, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on
representations of fact made to it by the Employee
and believed by it to be true); and
ii. Employees who are customarily employed by the Company
less than 20 hours per week or less than five months
in any calendar year.
"Employee" shall mean any individual employed by Lennox or any
Subsidiary (as hereinafter defined). "Subsidiary" shall mean any corporation (a)
which is in an unbroken chain of corporations beginning with Lennox if, on or
after the Effective Date, each of the corporations other than the last
corporation in the chain owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain and (b) which has adopted the Plan with the approval of the
Committee.
5. ENROLLMENT
Each eligible Employee of the Company on July 28, 1999, may
enroll in the Plan as of July 29, 1999 (the "Effective Date"). Each other
eligible Employee of the Company who thereafter becomes eligible to participate
may enroll in the Plan as of January 1, 2000, or, if later, the first January 1
or July 1 following the date he first meets the eligibility requirements of
Section 4. Any eligible Employee not enrolling in the Plan when first eligible
may enroll in the Plan as of any subsequent January 1 or July 1. Any eligible
Employee may enroll or re-enroll in the Plan as of the dates hereinabove
prescribed or such other specific dates established by the Committee from time
to time ("Enrollment Dates"). In order to enroll, an eligible Employee must
complete, sign and
<PAGE> 3
submit the appropriate form to the person designated, or otherwise satisfy any
telephonic or electronic enrollment procedure established, by the Committee.
6. METHOD OF PAYMENT
Payment for shares is to be made as of the applicable
"Purchase Date" (as defined in Section 9) through payroll deductions on an
after-tax basis (with no right of prepayment) over the Plan's designated
purchase period (the "Purchase Period"), with the first such deduction
commencing as soon as administratively practicable following the Enrollment Date
and after the Employee has satisfied the enrollment requirements of Section 5.
Each Purchase Period under the Plan except the first shall be a period of six
months beginning on each January 1 and July 1 and ending on the following June
30 or December 31 or such other period as the Committee may prescribe. Each
participating Employee (hereinafter referred to as a "Participant") will
authorize deductions from his pay for each payroll period during the Purchase
Period and such amounts will be deducted in conformity with his employer's
payroll deduction schedule.
Each Participant may elect to make contributions each pay
period in amounts not less than one percent of compensation and not more than 10
percent of compensation (or such other percentages as the Committee may
establish from time to time before an Enrollment Date for all purchases to occur
during the relevant Purchase Period). For all purposes of the Plan, compensation
shall mean salary or wages plus bonuses, overtime and any commissions paid. In
establishing other percentages of permitted contributions, the Committee may
take into account the "Maximum Share Limitation" (as defined in Section 8). The
rate of contribution shall be designated by the Participant at the time of
enrollment.
A Participant may elect to increase or decrease the rate of
contribution effective as of the first day of a Purchase Period by giving prior
written notice to the person designated by the Committee on the appropriate
form, or by such other method or procedure prescribed by the Committee. A
Participant may not elect to increase or decrease the rate of contribution
during a Purchase Period. A Participant may suspend payroll deductions at any
time during the Purchase Period, by giving prior written notice to the person
designated by the Committee on the appropriate form, or by such other method or
procedure prescribed by the Committee. A Participant's election to suspend his
payroll deductions will be treated as an election to withdraw his entire
contributions for the current Purchase Period. Any Participant who withdraws his
contributions will receive, as soon as administratively practicable, the amount
accumulated for the Participant during the Purchase Period. All such
contributions shall be returned through the normal payroll system. Any
Participant who suspends payroll deductions and withdraws contributions during
any Purchase Period cannot resume payroll deductions during such Purchase Period
and must re-enroll in the Plan in order to participate in the next Purchase
Period.
Except in the case of a Participant's suspension of payroll
deductions or termination of employment, and subject in all cases to the Maximum
Share Limitation, the amount in a Participant's account at the end of the
Purchase Period will be applied to the purchase of Common Stock.
<PAGE> 4
7. CREDITING OF CONTRIBUTIONS AND DIVIDENDS
Contributions shall be credited to a bookkeeping account
maintained for such purpose for each Participant as soon as administratively
practicable after payroll withholding. Participant contributions will not be
maintained in segregated accounts and will not be credited with interest at any
time. Except as otherwise provided pursuant to a procedure established by the
Committee, dividends on shares held in a Participant's account in the Plan will
be used to purchase shares of Common Stock. Purchases of shares with dividends
paid on Common Stock held in a Participant's account shall be made on the open
market by the entity designated by the Committee to assist it with the
administration of the Plan (the "Custodian"); provided, however, that if the
Company has notified the Custodian that it is willing to sell authorized but
unissued shares or previously issued shares that have been reacquired and held
by Lennox, the Custodian shall, at its election, purchase any shares made
available by the Company at a price equal to the Fair Market Value of such
shares (determined as provided in Section 9) on the business day next preceding
the date of such purchase.
8. GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT
Enrollment in the Plan by an Employee on an Enrollment Date
will constitute the grant by the Company to the Participant of the right to
purchase shares of Common Stock under the Plan. Re-enrollment by a Participant
in the Plan will constitute a grant by the Company to the Participant of a new
opportunity to purchase shares on the Enrollment Date on which such
re-enrollment occurs. A Participant who has not (a) terminated employment or (b)
withdrawn his contributions from the Plan, will have shares of Common Stock
purchased for him on the applicable Purchase Date, and he will automatically be
re-enrolled in the Plan on the Enrollment Date immediately following the
Purchase Date on which such purchase has occurred, unless each Participant
notifies the person designated by the Committee in the appropriate manner that
he elects not to re-enroll.
Each right to purchase shares of Common Stock under the Plan
during a Purchase Period shall have the following terms:
i. the right to purchase shares of Common Stock during a
particular Purchase Period shall expire on the
earlier of: (A) the completion of the purchase of
shares on the Purchase Date occurring in the Purchase
Period, or (B) the date on which participation of
such Participant in the Plan terminates for any
reason;
ii. payment for shares purchased will be made only
through payroll withholding and the application of
dividends, if applicable, in accordance with Sections
6 and 7;
iii. purchase of shares will be accomplished only in
accordance with Section 9;
<PAGE> 5
iv. the price per share will be determined as provided in
Section 9;
v. the right to purchase shares (taken together with all
other such rights then outstanding under this Plan
and under any other similar stock purchase plans of
the Company) will in no event give the Participant
the right to purchase a number of shares during a
calendar year in excess of the number of shares of
Common Stock derived by dividing $25,000 by the Fair
Market Value of the Common Stock (the "Maximum Share
Limitation") on the applicable Grant Date determined
in accordance with Section 9. If a Participant has
purchased less than the maximum number of shares
permitted by this paragraph (v) during the first
Purchase Period in a calendar year, the maximum
number of shares permitted to be purchased by the
Participant during the second Purchase Period in such
calendar year shall be determined by dividing the
Fair Market Value of a share of Common Stock on the
Grant Date for the second Purchase Period into the
difference between $25,000 and the value of the
shares purchased during the first Purchase Period,
calculated by using the Fair Market Value of such
shares on the first Grant Date during the calendar
year; and
vi. the right to purchase shares will in all respects be
subject to the terms and conditions of the Plan, as
interpreted by the Committee from time to time.
9. PURCHASE OF SHARES
The right to purchase shares of Common Stock granted by the
Company under the Plan is for the term of a Purchase Period. The fair market
value of the Common Stock ("Fair Market Value") to be purchased during such
Purchase Period will be determined first as the closing composite sales price
per share of the Common Stock in the New York Stock Exchange Composite
Transactions Quotations on the first trading days of the calendar months of
January and July, or such other trading dates designated by the Committee (the
"Grant Date"). The Fair Market Value of the Common Stock will again be
determined in the same manner on the last trading days of the calendar months of
June and December, or such other trading dates designated by the Committee (the
"Purchase Date"). Notwithstanding the foregoing, the Fair Market Value of Common
Stock to be purchased during the Purchase Period beginning on the Effective Date
shall be the initial price to public as set forth on the cover page of the
prospectus relating to the initial public offering of shares of Common Stock. In
no event, however, shall the Committee, in the exercise of its discretion,
designate a Purchase Date that fails to meet the requirements of Section
423(b)(7) of the Code. These dates constitute the date of grant and the date of
exercise for valuation purposes of Section 423 of the Code.
As of the Purchase Date, the Committee shall apply the funds
then credited to each Participant's account to the purchase of shares of Common
Stock. The cost to the Participant for the shares purchased during a Purchase
Period shall be the lower of:
<PAGE> 6
i. 85 percent of the Fair Market Value of Common Stock
on the Grant Date; or
ii. 85 percent of the Fair Market Value of Common Stock
on the Purchase Date.
In the case of any Participant whose compensation is not paid in U.S. dollars,
amounts accumulated in such Participants' account shall be converted into U.S.
dollars on each Purchase Date by reference to the New York foreign exchange
selling rates reported in The Wall Street Journal for the last business day
immediately preceding such Purchase Date.
Certificates evidencing shares purchased shall be delivered to
the Custodian or delivered to the Participant (if the Participant has elected by
written notice to the Committee to receive the certificate) as soon as
administratively practicable after the Purchase Date; however, certificates
shall not be delivered to the Participant within 18 months of the Purchase Date
of the underlying shares, except as otherwise provided herein. Notwithstanding
the foregoing, Participants shall be treated as the record owners of their
shares effective as of the Purchase Date. Shares that are held by the Custodian
shall be held in book entry form. Each Participant shall be credited with the
number of whole and fractional shares acquired on the Purchase Date with the
funds credited to the Participant's account on such Purchase Date. Any
Participant (i) who purchases stock at the end of a Purchase Period and is not
re-enrolled in the Plan for the next Purchase Period or (ii) who withdraws his
contributions from the Plan prior to the next Purchase Date shall have a
certificate for the number of whole shares held in his account and cash for any
fractional share in his account retained by the Custodian. Such Participant may
elect to receive a certificate for the number of whole shares held in his
account 18 months after such shares were purchased. This 18-month requirement
may be waived by the Committee, in its sole discretion. Until such certificates
are distributed to the Participant, the Participant will not be permitted to
transfer ownership of the certificates except as contemplated by Section 10 or
Section 14 of the Plan. Any Participant who terminates employment will receive a
certificate for the number of shares held in his account and cash for any
fractional share and any accumulated contributions. If for any reason the
purchase of shares with a Participant's allocations to the Plan exceeds or would
exceed the Maximum Share Limitation, the excess amounts shall be refunded to the
Participant as soon as practicable after such excess has been determined to
exist.
If as of any Purchase Date the shares authorized for purchase
under the Plan are exceeded, enrollments shall be reduced proportionately to
eliminate the excess. Any funds that cannot be applied to the purchase of shares
due to excess enrollment shall be refunded as soon as administratively
practicable. The Committee in its discretion may also provide that excess
enrollments may be carried over to the next Purchase Period under this Plan or
any successor plan according to the regulations set forth under Section 423 of
the Code.
<PAGE> 7
10. WITHDRAWAL OF SHARES AND SALE OF SHARES
(a) A Participant may elect to withdraw at any
time (without withdrawing from participation
in the Plan) shares that have been held in
his account for at least 18 months by giving
notice to the person designated by the
Committee in the appropriate manner. Upon
receipt of such notice from the person
designated by the Committee, the Custodian
will arrange for the issuance and delivery
of such shares held in the Participant's
account as soon as administratively
practicable.
(b) Notwithstanding anything in the Plan to the
contrary, a Participant may sell shares that
are held in his account, including shares
that have been held in his account for less
than 18 months, by giving notice to the
person designated by the Committee in the
appropriate manner. Upon receipt of such
notice from the person designated by the
Committee, the Custodian will arrange for
the sale of such Participant's shares. Any
sale will be deemed to occur on the last
business day of the month in which the
Participant provides such notice to the
person designated by the Committee, or at
such other time as the Committee shall
establish. The proceeds of any sale under
this subsection 10(b), less any associated
commissions and required withholding for
taxes, shall be paid to the Participant as
soon as practicable after the sale.
11. TERMINATION OF PARTICIPATION
The right to participate in the Plan terminates immediately
when a Participant ceases to be employed by the Company for any reason
whatsoever (other than the death of the Participant, but including retirement
and disability) or the Participant otherwise becomes ineligible. Participation
terminates immediately after the Purchase Date if the Participant is not
re-enrolled in the Plan for the next Purchase Period or if the Participant has
suspended payroll deductions during any Purchase Period and has not re-enrolled
in the Plan for the next Purchase Period. For purposes of the Plan, a
Participant is not deemed to have terminated his employment if he transfers
employment from Lennox to a Subsidiary, or vice versa, or transfers employment
between Subsidiaries. An individual shall also not lose the right to have shares
purchased for his account if he is transferred to a corporation that qualifies
as a Subsidiary except that it has not adopted the Plan. In any such case shares
will be purchased with amounts maintained in such account as of the date of such
transfer. The Participant shall not participate thereafter unless he again
becomes employed by the Company.
<PAGE> 8
12. UNPAID LEAVE OF ABSENCE
Unless the Participant has voluntarily withdrawn his
contributions from the Plan, shares will be purchased for his account on the
Purchase Date next following commencement of an unpaid leave of absence by such
Participant, provided such leave does not constitute a termination of
employment. The number of shares to be purchased will be determined by applying
to the purchase the amount of the Participant's contributions made up to the
commencement of such unpaid leave of absence. If the Participant's unpaid leave
of absence both commences and terminates during the same Purchase Period and he
has resumed eligible employment prior to the Purchase Date related to that
Purchase Period, he may also resume payroll deductions immediately, and shares
will be purchased for him on such Purchase Date as otherwise provided in Section
9.
13. DESIGNATION OF BENEFICIARY
Each Participant may designate one or more beneficiaries in
the event of death and may, in his sole discretion, change such designation at
any time. Any such designation shall be effective upon receipt by the person
designated by the Committee and shall control over any disposition by will or
otherwise.
As of the next Purchase Date following the death of a
Participant, amounts credited to his account shall be, at the election of the
Participant's designated beneficiary or, in the absence of such designation, of
the executor, administrator or other legal representative of the Participant's
estate, paid in cash or applied to the purchase of shares as provided in Section
9, and in such case a certificate for any shares shall be delivered to such
person. Such payment or delivery shall relieve the Company of further liability
to the deceased Participant with respect to the Plan. If more than one
beneficiary is designated, each beneficiary shall be permitted to make such an
election, unless the Participant has given express contrary instructions.
14. ASSIGNMENT
Except as provided in Section 13, the rights of a Participant
under the Plan will not be assignable or otherwise transferable by the
Participant, other than by will or the laws of descent and distribution. No
purported assignment or transfer of such rights of a Participant under the Plan,
whether voluntary or involuntary, by operation of law or otherwise, shall vest
in the purported assignee or transferee any interest or right therein
whatsoever, but immediately upon such assignment or transfer, or any attempt to
make the same, such rights shall terminate and become of no further effect. If
this provision is violated, the Participant's election to purchase Common Stock
shall terminate, and the only obligation of the Company remaining under the Plan
will be to pay to the person entitled thereto the amount then credited to the
Participant's account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant
under the Plan, except to the extent that there has been a designation of
beneficiaries in accordance with the Plan, and except to the extent permitted by
will or the laws of descent and distribution if beneficiaries have not been
designated. A Participant's right to purchase shares under the Plan shall be
exercisable during the Participant's lifetime only by him.
<PAGE> 9
15. COSTS
All costs and expenses incurred in administering this Plan
shall be paid by the Company. Any brokerage fees for the sale or transfer of
shares purchased under the Plan shall be paid by the Participant.
16. REPORTS
At the end of each Purchase Period, the Company shall provide
or cause to be provided to each Participant a report of his contributions and
the number of shares of Common Stock purchased with the amount credited to the
Participant's account as of the Purchase Date for such Purchase Period.
17. EQUAL RIGHTS AND PRIVILEGES
All eligible Employees shall have equal rights and privileges
with respect to the Plan so that the Plan qualifies as an "employee stock
purchase plan" within the meaning of Section 423 or any successor provision of
the Code and related regulations. Any provision of the Plan which is
inconsistent with Section 423 or any successor provision of the Code shall
without further act or amendment by the Company be reformed to comply with the
requirements of Section 423. This Section 17 shall take precedence over all
other provisions in the Plan.
18. RIGHTS AS STOCKHOLDERS
A Participant will have no rights as a stockholder under the
election to purchase until he becomes a stockholder as herein provided. A
Participant will become a stockholder with respect to shares for which payment
has been completed as provided in Section 9 at the close of business on the last
business day of the Purchase Period.
19. MODIFICATION AND TERMINATION
The Board may amend or terminate the Plan at any time insofar
as permitted by law. No amendment shall be effective unless within one year of
the time it is adopted by the Board it is approved by the holders of a majority
of outstanding shares of Common Stock, if and to the extent such amendment is
required to be approved by stockholders in order to cause the rights granted
under the Plan to purchase shares of Common Stock to meet the requirements of
Section 423 of the Code (or any successor provision).
The Plan shall terminate after all Common Stock issued under
the Plan has been purchased, unless terminated earlier by the Board or unless
additional Common Stock is issued under the Plan with the approval of the
stockholders. In the event the Plan is terminated, the Committee may elect to
terminate all outstanding rights to purchase shares under the Plan either
immediately or upon completion of the purchase of shares on the next Purchase
Date, unless the Committee has designated that the right to make all such
purchases shall expire on some other designated date
<PAGE> 10
occurring prior to the next Purchase Date. If the rights to purchase shares
under the Plan are terminated prior to expiration, all funds contributed to the
Plan which have not been used to purchase shares shall be returned to the
Participants as soon as administratively practicable.
20. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE
This Plan was adopted by the Board on September 11, 1998, and
was amended by the Board on March 12, 1999, and shall be effective as of the
Effective Date. Notwithstanding the foregoing, the adoption of the Plan is
expressly conditioned upon (i) the consummation of the Company's proposed
initial public offering of Common Stock and (ii) the approval by the holders of
a majority of outstanding shares of Common Stock within 12 months of the date of
Board approval. If the stockholders of the Company should fail so to approve
this Plan, this Plan shall terminate and cease to be of any further force or
effect and all purchases of shares of Common Stock under the Plan shall be null
and void.
21. GOVERNMENTAL APPROVALS OR CONSENTS
This Plan and any offering or sale made to Employees under it
are subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 19, the
Board may make such changes in the Plan and include such terms in any offering
under the Plan as may be desirable to comply with the rules or regulations of
any governmental authority.
22. LISTING OF SHARES AND RELATED MATTERS
If at any time the Board or the Committee shall determine,
based on opinion of legal counsel, that the listing, registration or
qualification of the shares covered by the Plan upon any national securities
exchange or reporting system or under any state or Federal law is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares under the Plan, no shares will be sold, issued or delivered unless and
until such listing, registration or qualification shall have been effected or
obtained, or otherwise provided for, free of any conditions not acceptable to
legal counsel.
23. EMPLOYMENT RIGHTS
The Plan shall neither impose any obligation on the Company to
continue the employment of any Participant, nor impose any obligation on any
Participant to remain in the employ of the Company.
<PAGE> 11
24. WITHHOLDING OF TAXES
The Committee may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with the purchase of Common Stock under the Plan.
25. GOVERNING LAW
The Plan and rights to purchase shares that may be granted
hereunder shall be governed by and construed and enforced in accordance with the
laws of the state of Delaware.
26. USE OF GENDER
The gender of words used in the Plan shall be construed to
include whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.
27. OTHER PROVISIONS
The agreements to purchase shares of Common Stock under the
Plan shall contain such other provisions as the Committee and the Board shall
deem advisable, provided that no such provision shall in any way be in conflict
with the terms of the Plan.
<PAGE> 1
EXHIBIT 5
BAKER & BOTTS, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
July 29, 1999
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, Texas 75080
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Lennox International Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
825,000 shares (the "Shares") of the common stock, par value $0.01 per share
("Common Stock"), of the Company, that may be issued pursuant to the Lennox
International Inc. Employee Stock Purchase Plan (the "Plan"), certain legal
matters in connection with the Shares are being passed upon for the Company by
us. The Shares consist of (i) the Company's authorized but unissued shares of
Common Stock (the "Original Issuance Plan Shares"), (ii) previously issued
shares of Common Stock reacquired and held by the Company or (iii) shares of
Common Stock purchased on the open market. At your request, this opinion is
being furnished to you for filing as Exhibit 5 to the Registration Statement.
In our capacity as counsel to the Company in the connection
referenced above, we have examined the Company's Restated Certificate of
Incorporation and Amended and Restated Bylaws, each as amended to date, and the
Plan, and have examined the originals, or copies certified or otherwise
identified, of corporate records of the Company, including minute books of the
Company as furnished to us by the Company, certificates of public officials and
of representatives of the Company, statutes and other instruments and documents
as a basis for the opinions hereinafter expressed.
We have assumed that all signatures on all documents examined
by us are genuine, that all documents submitted to us as originals are
authentic, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete. In addition, we have assumed for purposes of paragraph 2
below that the consideration received by the Company for the Shares will not be
less than the par value of the Shares.
<PAGE> 2
Lennox International Inc. -2- July 29, 1999
Based upon our examination as aforesaid, and subject to the
assumptions, qualifications, limitations and exceptions herein set forth, we are
of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
2. Upon the issuance and sale of the Original Issuance Plan
Shares pursuant to the provisions of the Plan for consideration
calculated pursuant to the terms and provisions of the Plan, such
Original Issuance Plan Shares will be duly authorized by all necessary
corporate action on the part of the Company, validly issued, fully paid
and nonassessable.
The opinions set forth above are limited to the General
Corporation Law of the State of Delaware, and no opinion is expressed herein as
to matters governed by the law of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
Baker & Botts, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 18, 1999,
included in Lennox International Inc.'s registration statement on Form S-1
(Registration No. 333-75725), and to all references to our Firm included in or
made a part of this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
July 28, 1999
