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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) NOVEMBER 2, 1999
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-15149 42-0991521
(State of other jurisdiction (Commission File Number) (IRS Employer Number)
of incorporation) Identification No.)
2100 LAKE PARK BLVD., RICHARDSON, TEXAS 75080
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (972) 497-5440
NOT APPLICABLE
(Former name or former address if changed from last report)
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ITEM 5. OTHER EVENTS.
On November 2, 1999, Lennox International Inc. ("Lennox")
issued a press release announcing a two-phase stock buy-back plan authorizing
Lennox to purchase up to 5,000,000 shares of its outstanding common stock.
Purchases will be made from time to time as market and business conditions
warrant on an open-market basis at prevailing market prices. Additional
information was also provided regarding the acquisition of Service Experts, Inc.
A copy of such press release is included as an exhibit to this report and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
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99.1 Press Release dated November 2, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
LENNOX INTERNATIONAL INC.
By: /s/ Carl E. Edwards, Jr.
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Name: Carl E. Edwards, Jr.
Title: Executive Vice President,
General Counsel and Secretary
Date: November 3, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press Release dated November 2, 1999.
</TABLE>
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EXHIBIT 99.1
[LENNOX INTERNATIONAL INC. LOGO]
FOR MORE INFORMATION: FOR IMMEDIATE RELEASE
Bill Moltner, Director
Investor Relations
972-497-6670
LENNOX INTERNATIONAL ANNOUNCES STOCK BUY-BACK PLAN;
PROVIDES ADDITIONAL INFORMATION REGARDING SERVICE EXPERTS ACQUISITION
(DALLAS, TX, 11/2/99) -- Believing their stock is "substantially
undervalued" in the current market -- according to chairman and CEO John Norris
- -- Lennox International Inc. (NYSE: LII) announced a two-phase stock buy-back
plan.
Lennox' Board of Directors authorized management to repurchase,
depending on market conditions and other factors, up to 5 million Lennox shares.
This may include up to 2 million shares before the closing of the previously
announced acquisition of Service Experts, Inc., (NYSE: SVE) with the remainder
to be acquired after the closing of the acquisition. Lennox anticipates closing
its acquisition of Service Experts in first quarter 2000. (For more information,
see the 10/27/99 press release "Lennox International Acquires Service Experts,
Inc.")
"We believe that Lennox represents an attractive investment
opportunity," said John Norris. "As Lennox moves forward, we will reap the
benefits from recent investments, including the proposed acquisition of Service
Experts, which will only enhance our value.
"The stock repurchase program is one of several initiatives we will
pursue to increase our long-term shareholder value, including growing our
existing businesses and pursuing selective acquisitions," he added. "It
reinforces our commitment to increasing shareholder value and our continued
confidence in the underlying strength of the company."
Purchases under the share repurchase program will be made on an
open-market basis at prevailing market prices. The timing of any repurchases
will depend on market conditions, the market price of Lennox' common stock, and
management's assessment of the company's liquidity and cash flow needs.
MORE INFORMATION ABOUT SERVICE EXPERTS ACQUISITION
In a conference call with analysts later today, Lennox will announce it
expects that -- based on the improved productivity of re-energized service
centers, coupled with synergistic opportunities -- the acquisition of Service
Experts will be accretive in the year 2000 in the range of $0.04 to $0.06 per
share.
Lennox officials believe the potential advantages with the acquisition
of Service Experts are significant, some with very little risk of
implementation. These synergies include the elimination of some fees associated
with Service Experts being a public company, eliminating several redundant
corporate and executive salaries, refinancing outstanding debt, insurance
savings, and the implementation of a new consumer financing program.
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Selling heating, ventilation, air conditioning, heat transfer, and
refrigeration equipment in over 70 countries worldwide, Lennox International
Inc. is one of the world's leading companies specializing in climate control
solutions. It is the parent company of Lennox Industries Inc., Armstrong Air
Conditioning Inc., Heatcraft Inc., and Lennox Global Ltd. Lennox International
stock is traded on the New York Stock Exchange under the symbol "LII."
Additional information about Lennox International is available at:
www.lennoxinternational.com
The statements in this news release that are not historical statements,
including the acquisition of Service Experts, are forward-looking statements
within the meaning of the federal securities laws. These statements are subject
to numerous risks and uncertainties that could cause actual results to differ
materially from such statements. These include, but are not limited to, our
ability to successfully complete and integrate acquisitions and of our ability
to manage new lines of business. For further information concerning these risks
and uncertainties, see Lennox' publicly available filings with the Securities
and Exchange Commission. Lennox disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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