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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): JANUARY 21, 2000
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
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)
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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
Lennox will file the financial statements required to be filed
pursuant to Item 7 of Form 8-K within 60 days after the date of this Form 8-K
pursuant to an amendment to this Form 8-K.
(b) Pro Forma Financial Information
Lennox will file the pro forma financial information required
to be filed pursuant to Item 7 of Form 8-K within 60 days after the date of this
Form 8-K pursuant to an amendment to this Form 8-K.
(c) Exhibits
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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).
99.1 Press Release dated January 21, 2000.
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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 3, 2000.
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EXHIBIT INDEX
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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).
99.1 Press Release dated January 21, 2000.
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NEWS FROM . . . [LENNOX LOGO]
FOR MORE INFORMATION: FOR IMMEDIATE RELEASE
Karen O'Shea, Vice President
Communications and Public Relations
(972) 497-5258
LENNOX INTERNATIONAL INC. COMPLETES ACQUISITION OF SERVICE EXPERTS, INC.;
SHAREHOLDERS APPROVE MERGER
(DALLAS, TX, January 21, 2000) -- Lennox International Inc. (NYSE: LII)
and Service Experts Inc. (NYSE: SVE) announced today they have completed the
merger of their two companies. The transaction creates a separate retail company
within Lennox International of approximately 10,000 employees and estimated 1999
sales of approximately $1 billion, with a leading market position in the North
American retail heating, ventilation, and air conditioning (HVAC) market.
Shareholders of both companies voted in favor of the transaction at
separate meetings held this morning in Richardson, TX and Brentwood, TN. The two
companies had announced on October 27, 1999 their agreement for Lennox to
acquire Service Experts. The acquisition provides that each Service Experts
share will be converted into a right to receive 0.67 Lennox International
shares.
The value of the transaction is approximately $300 million, based on
the equity issued and the debt assumed by Lennox. Lennox expects to issue
approximately 12.2 million shares of stock to complete the transaction.
"We're proud to welcome Service Experts to Lennox International," said
John Norris, Lennox chairman and CEO. "This transaction is consistent with our
previously stated strategy for growth in the retail HVAC market, and will allow
us to accelerate our plans in that area. Both Lennox and the network of
high-quality dealerships Service Experts has established are excited to forge
ahead with our retail strategy."
Norris said that the Lennox retail management team and the Service
Experts field network had many opportunities to work together over the past
several months. "Based on the working relationships we have already formed with
many Service Experts general managers and field staff, we are more convinced
than ever that these are the type and quality of dealers we want to help build
our retail operations." A meeting between Lennox' retail management team and
many key members of the Service Experts field organization is scheduled for
February 3-5 in Dallas, he noted.
"For 105 years, Lennox has sold directly to HVAC dealers and worked
side-by-side with all kinds of dealer business models to help their businesses
grow," Norris said. "We believe all of our over 6,000 North American HVAC
dealers -- whether acquired, associate, or independent -- can grow in the
changing HVAC retail market."
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
http://www.lennoxinternational.com. or by contacting Bill Moltner, Director,
Investor Relations, at 972-497-6670.
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to numerous risks and uncertainties that could cause
actual results to differ materially from such statements. For 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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