LENNOX INTERNATIONAL INC
SC 13D/A, 2000-12-01
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
Previous: LENNOX INTERNATIONAL INC, SC 13G/A, 2000-12-01
Next: SALESREPCENTRAL COM INC, 8-K/A, 2000-12-01











================================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                (Amendment No. 1)

                   Under the Securities Exchange Act of 1934

                            LENNOX INTERNATIONAL INC.

                                (Name of Issuer)

                     Common Stock, par value $0.01 per share

                         (Title of Class of Securities)

                                  526107 10 7

                                 (CUSIP Number)


                   Richard W. Booth, c/o Carl E. Edwards, Jr.,
                  2140 Lake Park Blvd., Richardson, Texas 75080
                                 (972) 497-5000

            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                November 1, 2000

             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the  acquisition which is the subject of this  Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]


                                  Page 1 of 5
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 526107 10 7
--------------------------------------------------------------------------------

     (1)        Names of Reporting Persons I.R.S. Identification Nos. of Above
                Persons (entities only)

                        Richard W. Booth
          ----------------------------------------------------------------------

     (2)        Check the Appropriate Box if a Member of a Group

                        (a)     [   ]
                        (b)     [ X ]
--------------------------------------------------------------------------------

     (3)        SEC Use Only

--------------------------------------------------------------------------------

     (4)        Source of Funds
                        PF
--------------------------------------------------------------------------------

     (5)        Check if  Disclosure  of Legal Proceedings is Required Pursuant
                to Items 2(d) or  2(e)
                        [  ]

--------------------------------------------------------------------------------
     (6)        Citizenship or Place of Organization

                      United States Citizen

--------------------------------------------------------------------------------
Number of Shares      (7)      Sole Voting Power.           889,886 shares
Bene-ficially Owned   ----------------------------------------------------------
by Each Reporting     (8)      Shared Voting Power        2,089,697 shares
Person With           ----------------------------------------------------------
                      (9)      Sole Dispositive Power       889,886 shares
                      ----------------------------------------------------------
                     (10)      Shares Dispositive Power   2,089,697 shares
--------------------------------------------------------------------------------
                     (11)      Aggregate Amount Beneficially Owned by Each
                               Reporting Person

                               2,979,583 shares
--------------------------------------------------------------------------------
                    (12)      Check if the Aggregate Amount in Row (11) Excludes
                              Certain Shares             [  ]
--------------------------------------------------------------------------------
                    (13)      Percent of Class Represented by Amount in Row (11)
                              5.4%
--------------------------------------------------------------------------------
                    (14)     Type of Reporting Person (See Instructions)

                             IN
--------------------------------------------------------------------------------
                                  Page 2 of 5

<PAGE>
                           STATEMENT ON SCHEDULE 13G

     Richard W. Booth hereby  amends and  supplements  his Statement on Schedule
13D as  originally  filed on August 12, 1999 (the  "Original  Statement"),  with
respect  to common  stock,  par value $.01 per share (the  "Common  Stock"),  of
Lennox  International  Inc.,  a Delaware  corporation  (the  "Company").  Unless
otherwise  indicated,  each  capitalized  term used but not defined herein shall
have the meaning assigned to such term in the Original Statement.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

        Item 5 of the Original Statement is hereby amended and supplemented as
        follows:

        (a)     As  of  November 1, 2000,  Mr.  Booth  beneficially  owned   an
        aggregate   of   2,979,583   shares   of   Common  Stock,  constituting
        approximately 5.4% of the outstanding shares of Common Stock.

        (b)     Mr. Booth directly beneficially owns  709,280  shares of Common
        Stock,  constituting  approximately  1.3% of  the outstanding shares of
        Common Stock. Mr. Booth has the sole power to  dispose of and vote such
        shares. Mr. Booth is deemed to directly   beneficially own an aggregate
        of  128,136  shares of Common  Stock  subject   to  options  previously
        granted by the Company  that are  currently   exercisable.  Such shares
        represent  approximately  0.2% of the  outstanding   shares  of  Common
        Stock.  In the event Mr. Booth  exercises  such  options,  he will have
        sole  power  to vote  and  dispose  of  the  shares  issued  upon  such
        exercise.

                Mr.  Booth  may  be  deemed  to  indirectly  beneficially  own
        2,036,364  shares of Common  Stock  owned by the Trusts for the  benefit
        of Anne Zink  (the "A.Z. Trusts"). Mr. Booth is a co-trustee of the A.Z.
        Trusts and in such capacity  shares  the  power to dispose  of and vote
        the Shares held by the A.Z. Trusts. The shares of Common Stock owned by
        the A. Z. Trusts represent approximately 3.7% of the outstanding shares
        of Common Stock.

                Mr. Booth  may be deemed to indirectly  beneficially own 52,470
        shares of Common  Stock owned by the Anderson GST  Exempt Trust for the
        benefit  of  David H. Anderson.  Mr. Booth  is the sole  trustee of the
        Trust  and  in  such  capacity has the power to  dispose of and vote the
        Shares held by the Trust. The shares of Common Stock  owned by the Trust
        represents  less than .1% of the  outstanding shares of Common Stock.

                Mr. Booth may be deemed  to indirectly  beneficially own 53,333
        shares of  Common Stock  owned by  the  Richard W. Booth and Anne Booth
        Charitable Remainder Unitrust ("Charitable Remainder Trust"). Mr. Booth
        is a co-trustee  of the Charitable Remainder Trust and in such capacity
        shares  the  power  to  dispose  of  and  vote  the  Shares held by the
        Charitable  Remainder  Trust.  The shares  of Common Stock owned by the
        Charitable Remainder Trust represents less  than .1% of the outstanding
        shares of Common Stock.

                                  Page 3 of 5
<PAGE>

       (c)      On December 10, 1999, Mr. Booth  resigned as trustee of the R.B.
       Trusts for the benefit of Richard W. Booth and, therefore, no longer  has
       the capacity to dispose of or vote the 2,029,731  shares  of Common Stock
       held  by such  Trusts. In December 1999, options for an additional 10,986
       shares of Common Stock were either granted or vested. Since the filing of
       the  Original  Statement,  Mr. Booth  has  received quarterly payments in
       shares of Common  Stock for serving as a director of the Company totaling
       795 shares.


                                  Page 4 of 5

<PAGE>

                                    SIGNATURE

        After  reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Date: November 18, 2000


                                                         /s/ Richard W. Booth
                                                        -----------------------
                                                         Richard W. Booth


                                  Page 5 of 5



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission