LENNOX INTERNATIONAL INC
8-K, EX-99.1, 2000-07-28
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                                                                    EXHIBIT 99.1

LENNOX INTERNATIONAL ADOPTS STOCKHOLDER RIGHTS PLAN

         (DALLAS -- July 27) -- Lennox International Inc. (NYSE: LII) announced
today that its board of directors has adopted a stockholder rights plan designed
to protect company stockholders from coercive or unfair takeover techniques.
Terms of the plan provide for a dividend distribution of one right for each
outstanding share of common stock to shareholders of record at the close of
business on August 7, 2000.
         The plan would be triggered if an acquiring party accumulates 15% or
more of the company's common stock, entitling holders of the rights to purchase
either the company's stock or shares in an acquiring entity at half of market
value. The company would generally be entitled to redeem the rights at $.01 per
right at any time until the tenth day following the time the rights become
exercisable. The rights will expire on July 27, 2010.
         "The adoption of the rights plan is not a response to any accumulation
of shares or hostile takeover attempt," said John W. Norris, Jr., chairman and
CEO. "It is simply a means of safeguarding against any future possibility of
abusive takeover tactics. Our board of directors believes the plan represents a
sound and reasonable means of safeguarding the interests of our company's
stockholders."
         Mr. Norris said the plan is similar to those adopted by over 2,000
other companies. He also noted details of the new plan will be outlined in the
company's form 8-K filing with the SEC, as well as in a letter to be mailed on
August 17, 2000 to stockholders of record as of August 7, 2000.
         Selling heating, ventilation, air conditioning, and refrigeration
equipment in over 70 countries, Lennox International Inc. is a global leader in
climate control solutions. Lennox operates in five key business segments: North
American residential, North American retail, worldwide commercial refrigeration,
worldwide commercial air conditioning, and worldwide heat transfer. Lennox
International stock is traded on the New York Stock Exchange under the symbol
"LII." Additional information is available at: 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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