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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 21, 2000
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
of incorporation) Identification No.)
2140 LAKE PARK BLVD., RICHARDSON, TEXAS 75080
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 497-5000
NOT APPLICABLE
(Former name or former address, if changed from last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 21, 2000, Lennox International Inc. ("Lennox")
completed the previously disclosed acquisition (the "Merger") of Service
Experts, Inc. ("SEI"). For additional information with respect to the Merger,
please see the press release of Lennox issued with respect to the Merger, which
is included as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The information required by this item is incorporated herein
by reference to pages A-1 through A-25 of SEI's Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 1998, which was filed with the Securities and
Exchange Commission (the "Commission") on March 25, 1999, and pages 2 through 9
of SEI's Quarterly Report on Form 10-Q for the Quarterly Period Ended September
30, 1999, which was filed with the Commission on November 15, 1999.
(b) Pro Forma Financial Information
The information required by this item is incorporated herein
by reference to pages 97 through 101 of the joint proxy statement/prospectus
contained in Amendment No. 1 to Lennox's Registration Statement on Form S-4
(File No. 333-92389), which was filed with the Commission on December 16, 1999
and declared effective by the Commission on December 20, 1999.
(c) Exhibits
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of October 26,
1999, among Lennox International Inc., Service Experts, Inc.
and LII Acquisition Corporation (incorporated by reference
to Exhibit 2.1 to Lennox's Current Report on Form 8-K dated
October 26, 1999).
23.1 Consent of Ernst & Young LLP.
99.1* Press Release dated January 21, 2000.
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*Previously Filed.
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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: February 16, 2000.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of October 26,
1999, among Lennox International Inc., Service Experts, Inc.
and LII Acquisition Corporation (incorporated by reference
to Exhibit 2.1 to Lennox's Current Report on Form 8-K dated
October 26, 1999).
23.1 Consent of Ernst & Young LLP.
99.1* Press Release dated January 21, 2000.
</TABLE>
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*Previously Filed.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form 8-K/A of Lennox
International Inc. filed on February 16, 2000 of our report dated February 22,
1999, with respect to the consolidated financial statements of Service Experts,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1998.
/s/ Ernst & Young LLP
Nashville, Tennessee
February 10, 2000
