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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): July 27, 2000
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 001-15149 42-0991521
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2140 Lake Park Blvd.
Richardson, Texas 78703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 497-5000
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Item 5. Other Events
On July 27, 2000, the Board of Directors of Lennox International Inc.
(the "Company") declared a dividend of one right ("Right") for each outstanding
share of the Company's Common Stock, par value $.01 per share ("Common Stock"),
to stockholders of record at the close of business on August 7, 2000. Each Right
entitles the registered holder to purchase from the Company a unit consisting of
one one-hundredth of a share (a "Fractional Share") of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"),
at a purchase price of $75.00 per Fractional Share, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are set forth in a
Rights Agreement dated as of July 27, 2000 as it may from time to time be
supplemented or amended (the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, as Rights Agent.
Initially, the Rights will be attached to all certificates representing
outstanding shares of Common Stock, and no separate certificates for the Rights
("Rights Certificates") will be distributed. The Rights will separate from the
Common Stock and a "Distribution Date" will occur, with certain exceptions, upon
the earlier of (i) ten days following a public announcement that a Person (as
defined in the Rights Agreement) or group of affiliated or associated Persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the date of the announcement being the "Stock Acquisition Date"), or (ii) ten
business days following the commencement of a tender offer or exchange offer
that would result in a Person's becoming an Acquiring Person. Lineal descendants
of D.W. Norris (and their spouses) and trusts established primarily for the
benefit of such lineal descendants (and their spouses) will not become an
Acquiring Person and will not be counted as affiliates or associates of any
other Person in determining whether such Person is an Acquiring Person, in each
case as long as the primary purpose for holding shares in the Company is not to
effect an extraordinary corporate transaction. In addition, the holders of 1% or
more of the Company's Common Stock which are identified in the prospectus
relating to its initial public offering are also excluded from becoming an
Acquiring Person. In certain circumstances, the Distribution Date may be
deferred by the Board of Directors of the Company. Certain inadvertent
acquisitions will not result in a Person's becoming an Acquiring Person if the
Person promptly divests itself of sufficient Common Stock. Until the
Distribution Date, (a) the Rights will be evidenced by the Common Stock
certificates (together with a copy of this Summary of Rights or bearing the
notation referred to below) and will be transferred with and only with such
Common Stock certificates, (b) new Common Stock certificates issued after August
7, 2000 will contain a notation incorporating the Rights Agreement by reference
and (c) the surrender for transfer of any certificate for Common Stock (with or
without a copy of this Summary of Rights) will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on July 27, 2010, unless earlier redeemed or
exchanged by the Company as described below.
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As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, from and after the Distribution Date, the separate
Rights Certificates alone will represent the Rights. All shares of Common Stock
issued prior to the Distribution Date will be issued with Rights. Shares of
Common Stock issued after the Distribution Date in connection with certain
employee benefit plans or upon conversion of certain securities will be issued
with Rights. Except as otherwise determined by the Board of Directors of the
Company, no other shares of Common Stock issued after the Distribution Date will
be issued with Rights.
In the event (a "Flip-In Event") that a Person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all outstanding shares
of Common Stock at a price and on terms that a majority of the independent
directors of the Company determines to be fair to and otherwise in the best
interests of the Company and its stockholders (a "Permitted Offer")), each
holder of a Right will thereafter have the right to receive, upon exercise of
such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) equal to two times the exercise price of
the Right. Notwithstanding the foregoing, following the occurrence of any
Triggering Event, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by or transferred to an
Acquiring Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement. However, Rights are not
exercisable following the occurrence of any Flip-In Event until such time as the
Rights are no longer redeemable by the Company as set forth below.
In the event (a "Flip-Over Event") that, at any time from and after the
time an Acquiring Person becomes such, (i) the Company is acquired in a merger
or other business combination transaction (other than certain mergers that
follow a Permitted Offer), or (ii) 50% or more of the Company's assets, cash
flow or earning power is sold or transferred, each holder of a Right (except
Rights that are null and void as set forth above) shall thereafter have the
right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a Current Market Price equal to two times the exercise
price of the Right. Flip-In Events and Flip-Over Events are collectively
referred to as "Triggering Events."
The number of outstanding Rights associated with a share of Common
Stock, or the number of Fractional Shares of Preferred Stock issuable upon
exercise of a Right and the Purchase Price, are subject to adjustment in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Common Stock occurring prior to the Distribution Date. The Purchase
Price payable, and the number of Fractional Shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of certain
transactions affecting the Preferred Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock that are not integral multiples
of a Fractional Share are required to be issued upon
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exercise of Rights and, in lieu thereof, an adjustment in cash may be made based
on the market price of the Preferred Stock on the last trading date prior to the
date of exercise. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event that, upon any
exercise of Rights, a number of Rights be exercised so that only whole shares of
Preferred Stock will be issued.
At any time until ten days following the first date of public
announcement of the occurrence of a Flip-In Event, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right, payable, at the
option of the Company, in cash, shares of Common Stock or such other
consideration as the Board of Directors of the Company may determine.
Immediately upon the effectiveness of the action of the Board of Directors of
the Company ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 redemption
price.
At any time after the occurrence of a Flip-In Event and prior to a
Person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding or the occurrence of a Flip-Over Event, the Company may
exchange the Rights (other than Rights owned by an Acquiring Person or an
affiliate or an associate of an Acquiring Person, which will have become null
and void), in whole or in part, at an exchange ratio of one share of Common
Stock, and/or other equity securities deemed to have the same value as one share
of Common Stock, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights should not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for the
common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.
Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company as long as the
Rights are redeemable. Thereafter, the provisions of the Rights Agreement other
than the redemption price may be amended by the Board of Directors of the
Company in order to cure any ambiguity, defect or inconsistency, to make changes
that do not materially adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; provided, however, that no amendment to
lengthen the time period governing redemption shall be made at such time as the
Rights are not redeemable.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to this Report on Form 8-K. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.
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The Rights will have certain anti-takeover effects. The Rights will
cause substantial dilution to any person or group that attempts to acquire the
Company without the approval of the Company's Board of Directors. As a result,
the overall effect of the Rights may be to render more difficult or discourage
any attempt to acquire the Company even if such acquisition may be favorable to
the interests of the Company's stockholders. Because the Company's Board of
Directors can redeem the Rights or approve a Permitted Offer, the Rights should
not interfere with a merger or other business combination approved by the Board
of Directors of the Company.
The information set forth in the Company's press release dated July 27,
2000, included herewith as Exhibit 99.1, is incorporated by reference to this
Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4.1 Rights Agreement dated as of July 27, 2000 between
Lennox International Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes as
Exhibit A the form of Certificate of Designations of
Series A Junior Participating Preferred Stock setting
forth the terms of the Preferred Stock, as Exhibit B
the form of Rights Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Stock.
Pursuant to the Rights Agreement, Rights Certificates
will not be mailed until after the Distribution Date
(as defined in the Rights Agreement).
99.1 Press release issued by the Company dated July 27,
2000.
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SIGNATURE
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.
Date: July 27, 2000 By: /s/ CARL E. EDWARDS JR.
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Name: Carl E. Edwards Jr.
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Title: Executive Vice President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Rights Agreement dated as of July 27, 2000 between Lennox
International Inc. and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent, which includes as Exhibit A the form of
Certificate of Designations of Series A Junior Participating
Preferred Stock setting forth the terms of the Preferred Stock,
as Exhibit B the form of Rights Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Stock. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until
after the Distribution Date (as defined in the Rights Agreement).
99.1 Press release issued by the Company dated July 27, 2000.
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