<PAGE> 1
File No. 333-32757
As filed with the Securities and Exchange Commission on September 4, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
INTERNATIONAL COMFORT PRODUCTS CORPORATION
(formerly Inter-City Products Corporation)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CANADA EIN 98-004520009
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
201 Fourth Avenue North, Suite 1700
Nashville, Tennessee 37219
(615) 726-5200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
David P. Cain
Senior Vice President
General Counsel and Secretary
201 Fourth Avenue North, Suite 1700
Nashville, Tennessee 37219
(615) 726-5200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copy to: Terence P. Quinn
Steptoe & Johnson
1330 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 429-3000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with the dividend or
interest reinvestment plans, please check the following box. ( X )
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
TITLE OF EACH CLASS
OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
---------------- ---------- ----------------------- ------------------------ ----------------
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares 2,300,000 Shares $7.75 (1) $17,825,000.00 (1) $5,401.52 (1)
=============================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457, based on the average of the high and low
sales prices on July 30, 1997 on the American Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
PROSPECTUS
International Comfort Products Corporation
201 Fourth Avenue North, Suite 1700
Nashville, Tennessee 37219
(615) 726-5200
--------------------
2,300,000 Ordinary Shares
--------------------
The ordinary shares (the "Ordinary Shares"), of International Comfort
Products Corporation (formerly Inter-City Products Corporation)(the "Company")
covered by this Prospectus are being offered by certain shareholders of the
Company (the "Selling Shareholders"). No part of the proceeds of the sale of
the Ordinary Shares will be received by the Company.
The Company's Ordinary Shares are traded on The Toronto Stock Exchange
and the American Stock Exchange. On September 3, 1997, the last reported sales
price of the Ordinary Shares on The Toronto Stock Exchange was $11.00 per
share CDN and on the American Stock Exchange was $8.00 US per share.
The Selling Shareholders have advised the Company that they propose to
offer, from time to time, all or part of the Ordinary Shares over The Toronto
Stock Exchange and the American Stock Exchange in ordinary brokerage
transactions, in negotiated transactions, or otherwise, at such prices and on
such terms as may be obtainable and satisfactory to such Selling Shareholders.
No underwriting discounts or commissions will be paid other than normal
brokerage commissions and fees which will be payable by the Selling
Shareholders. All expenses of registration incurred in connection with this
offering will initially be borne by the Company. No sales or distributions
other than as described herein will be effected until this Prospectus shall
have been appropriately amended or supplemented. See "Plan of Distribution."
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is September 4, 1997.
<PAGE> 3
Neither the delivery of this Prospectus, nor any sales made hereunder
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof. No person has been
authorized to give any information or to make any representations in connection
with this offering other than those contained or incorporated by reference in
this Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy the
shares offered hereby in any jurisdiction in which such offer or solicitation
may be unlawful.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information concerning the Company may be inspected and copied at the
Public Reference Section of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's regional offices at World
Trade Center, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60604. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Additional information concerning the Company and the securities
offered hereby is contained in the Registration Statement on Form S-3, of which
this Prospectus is a part, filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "1933 Act"). This Prospectus does not
contain all of the information set forth in the Registration Statement and the
Exhibits thereto. Statements made in this Prospectus concerning the contents
of the documents included in the Registration Statement and Exhibits are not
necessarily complete, and such statements are qualified in their entirety by
reference to the copy of the applicable document filed with the Commission.
Copies of the Registration Statement can be inspected at, or obtained at
prescribed rates from, the Public Reference Section of the Commission at the
address set forth above.
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-7955) are incorporated herein by reference:
(1) the Company's Annual Report on Form 20-F for the year ended
December 31, 1996.
(2) the Company's Reports on Form 6-K filed April 29, and July 29,
1997.
(3) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filing of the Annual Report on Form 20-F.
(4) the description of the Company's Ordinary Shares contained in
the Registration Statement on Form S-3 filed by the Company (File No.
33-33826) under the caption "Share Capital of the Corporation",
together with all amendments or reports filed for the purpose of
updating such description.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent
to the date of this Prospectus and prior to the filing of a post-effective
amendment which indicates that all of the shares offered hereby have been sold
or which deregisters all shares remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
supplemented, modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or deemed to be incorporated by reference herein
supplements, modifies or supersedes such statement. Any such statement so
supplemented, modified or superseded shall not be deemed to constitute a part
of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information that has been incorporated
herein by reference, other than exhibits to such documents that are not
specifically incorporated by reference therein. All requests for such
information should be addressed to David P. Cain, Secretary, International
Comfort Products Corporation, 201 Fourth Avenue North, Suite 1700, Nashville,
Tennessee 37219.
<PAGE> 5
THE COMPANY
International Comfort Products Corporation (the "Company"), a
corporation continued under the laws of Canada, is one of North America's
leading manufacturers of quality residential and light commercial heating and
cooling products. Its products are marketed under the Arcoaire, Comfortmaker,
Airquest, Heil, Tempstar, Lincoln and KeepRite brand names to dealers,
contractors and builders through independent distributors. These products
include a variety of heating and cooling products, including gas and oil
furnaces, split-system and package air conditioners, split-system and package
heat pumps, and gas/electric combination units. These products range up to 20
tons cooling capacity.
The Company's executive offices are located at 201 Fourth Avenue
North, Suite 1700, Nashville, Tennessee 37219, and its telephone number is
(615) 726-5200.
USE OF PROCEEDS
The Company will not realize any of the proceeds from the sale of the
Ordinary Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholders who are offering the Ordinary Shares pursuant
to this Prospectus purchased them from MICC Investments Limited, which at that
time beneficially owned approximately 6.5% of the Company's outstanding
Ordinary Shares.
The following table sets forth the name of each Selling Shareholder,
the number of Ordinary Shares beneficially owned by each Selling Shareholder as
of August 4, 1997, the number of Ordinary Shares offered by each such Selling
Shareholder pursuant to this Prospectus, and the number of Ordinary Shares and
percentage of the outstanding Ordinary Shares to be owned by each such person
after the completion of this offering. This information is based upon data
supplied to the Company by each Selling Shareholder.
<TABLE>
<CAPTION>
PERCENT
NO. OF SHARES NO. OF NO. OF SHARES OWNED
BENEFICIALLY OWNED SHARES OFFERED BENEFICIALLY OWNED AFTER
SELLING SHAREHOLDER PRIOR TO OFFERING -------------- AFTER OFFERING OFFERING
- ------------------- ----------------- -------------- --------
<S> <C> <C> <C> <C>
Maverick Fund, LDC 1,206,500 1,206,500 0 0%
Maverick Fund USA, LTD. 693,500 693,500 0 0%
Caxton International Ltd. 427,200 170,000 257,200 *
EFO Fund, Ltd. 487,200 130,000 357,200 *
LKCM Small Cap Equity Portfolio 325,200 100,000 225,200 *
TOTAL 3,139,600 2,300,000 839,600
</TABLE>
* Less than 1% of the total number of outstanding shares.
<PAGE> 6
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they
intend to sell all or a portion of the Ordinary Shares offered hereby, from
time to time, on the The Toronto Stock Exchange and the American Stock
Exchange, and that sales will be made at prices prevailing at the time of such
sales. The Selling Shareholders may also make sales directly, or through a
broker or brokers, or in negotiated transactions or otherwise at prices and on
terms obtainable and satisfactory to such Selling Shareholders.
The Selling Shareholders, and the brokers through whom sales of the
Ordinary Shares are made, may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act. In addition, any profits realized by the
Selling Shareholders or such brokers on the sale of such shares may be deemed
to be underwriting commissions.
LEGAL MATTERS
Certain legal matters in connection with the Ordinary Shares offered
hereby will be passed upon by Steptoe & Johnson LLP, Washington, D.C. and David
P. Cain, Esquire, the Senior Vice President, General Counsel and Secretary of
the Company.
EXPERTS
The consolidated financial statements and schedules of Inter-City
Products Corporation, as of December 31, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996, incorporated by reference
herein and elsewhere in the registration statement have been incorporated
herein in reliance on the report of Coopers & Lybrand, Chartered Accountants,
given on the authority of said firm as experts in accounting and auditing.
Any financial statements and schedules hereafter incorporated by
reference in the registration statement that have been audited and are the
subject of a report by independent accountants will be so incorporated by
reference in reliance upon such reports and upon the authority of such firms as
experts in accounting and auditing to the extent covered by consents filed with
the Commission.
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance and Distribution.
<TABLE>
<S> <C>
Registration Fee .....................$ 5,401.52
Legal Fees ............................ 50,000.00*
Accounting Fees......................... 32,000.00*
Printing .............................. 2,500.00*
Miscellaneous ......................... 3,000.00*
-----------
TOTAL .................$92,901.52
</TABLE>
*Estimated
All of the expenses are being initially paid by the Registrant,
subject to reimbursement pursuant to an agreement with MICC Investments
Limited.
Item 15. Indemnification of Directors and Officers.
The Canada Business Corporations Act (the "CBCA") permits a
corporation to indemnify a director or officer of the corporation, a former
director or officer of the corporation or a person who acts or acted at the
corporation's request as a director or officer of a body corporate of which the
corporation is or was a shareholder or creditor, and his or her heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him or
her in respect of any civil, criminal or administrative action or proceeding to
which he or she is made a party by reason of his or her being or having been a
director or officer of such corporation or body corporate, if (i) he or she
acted honestly and in good faith with a view to the best interests of the
corporation, and (ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she had reasonable
grounds for believing that his or her conduct was lawful, and requires the
corporation to so indemnify any such person who has been substantially
successful on the merits in his or her defense of such action or proceeding.
The Registrant's By-laws provide that subject to the limitations
contained in the CBCA but without limit to the right of the Registrant to
indemnify any person under the CBCA or otherwise, the Registrant shall
indemnify present and former directors and officers of the Registrant or any
person who acts or acted at the Registrant's request as a director or officer
of a body corporate of which the Registrant is or was a shareholder or
creditor, and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by such person in respect of any civil, criminal
and administrative action or proceeding to which he or she is made a party by
reason of being or having been a director or officer of the Registrant or of a
body corporate of which the Registrant is or was a shareholder or creditor, if
such person (i) acted honestly and in good faith with a view to the best
interests of the Registrant
<PAGE> 8
and (ii) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, had reasonable grounds for believing that
his or her conduct was lawful.
Item 16. Exhibits.
5.1 Opinion of David P. Cain, Esquire
23.1 Consent of Coopers & Lybrand, Chartered Accountants
23.2 Consent of David P. Cain, Esquire (included in his opinion filed as
Exhibit 5 hereto)
24.1 Power of Attorney (located on signature page)
Item 17. Undertakings.
The undersigned Registrant hereby undertakes as follows:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
<PAGE> 9
Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Form S-3 and has duly caused this
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee, on September 4, 1997.
INTERNATIONAL COMFORT PRODUCTS CORPORATION
(Registrant)
By: /s/ W. MICHAEL CLEVY
----------------------
W. Michael Clevy
President and Chief
Executive Officer
<PAGE> 11
INTERNATIONAL COMFORT PRODUCTS CORPORATION
Form S-3 Registration Statement
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C> <C>
/s/ W. Michael Clevy President and Chief September 4, 1997
- -------------------- Executive Officer
W. Michael Clevy (principal executive
officer)
/s/ S. Clanton Senior Vice President, September 4, 1997
- ------------------- Chief Financial Officer
Stephen L. Clanton and Treasurer (principal
accounting and financial
officer)
* Chairman of the Board September 4, 1997
- --------------------
Richard W. Snyder
* Director September 4, 1997
- --------------------
Stanley M. Beck
* Director September 4, 1997
- --------------------
William G. Davis
* Director September 4, 1997
- --------------------
John F. Fraser
* Director September 4, 1997
- --------------------
Roy T. Graydon
* Director September 4, 1997
- --------------------
Marvin G. Marshall
* Director September 4, 1997
- --------------------
Ernest C. Mercier
* Director September 4, 1997
- --------------------
David H. Morris
* Director September 4, 1997
- --------------------
David A. Rattee
* Director September 4, 1997
- --------------------
William A. Wilson
</TABLE>
* By: /s/ David P. Cain
-----------------
David P. Cain
Attorney-in-Fact
<PAGE> 12
EXHIBIT INDEX
Exhibit Number Description
5.1 Opinion of Corporate Counsel
23.1 Consent of Coopers & Lybrand, Chartered Accountants
23.2 Consent of Corporate Counsel (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
<PAGE> 1
EXHIBIT 5.1
LETTERHEAD OF CORPORATE COUNSEL
September 4, 1997
International Comfort Products Corporation
201 Fourth Avenue North, Suite 1700
Nashville, Tennessee 37219
Re: Form S-3 Registration Statement File No. 333-32757
Dear Sirs:
The undersigned is the Senior Vice President, General Counsel and
Secretary of International Comfort Products Corporation, a corporation
organized under the laws of Canada (the "Company"), in connection with the
Company's Registration Statement on Form S-3 filed under the Securities Act of
1933, as amended, on August 4, 1997 (the "Registration Statement"). The
Registration Statement registers 2,300,000 outstanding ordinary shares of the
Company (the "Shares") for sale by certain selling shareholders.
In such capacity, the undersigned has reviewed the charter and by-laws
of the Company, the Registration Statement and a certificate of the Montreal
Trust Company of Canada.
Based upon the foregoing, the undersigned is of the opinion that the
Shares are legally issued, fully paid and nonassessable.
The undersigned consents to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to the undersigned in the
Prospectus under the caption "Legal Matters" contained in the Registration
Statement.
Very truly yours,
/s/ DAVID P. CAIN
---------------------
David P. Cain
Senior Vice President,
General Counsel & Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the reference to our firm under the heading "Experts" in the
Registration Statement on Form S-3 of International Comfort Products
Corporation (formerly Inter-City Products Corporation) with respect to its
Ordinary Shares being sold by certain Selling Shareholders.
We also consent to the incorporation by reference thereon of our audit report
dated February 11, 1997, with respect to the consolidated financial statements
and financial statement schedules of International Comfort Products Corporation
incorporated in the Company's Annual Report on Form 20-F filed June 30, 1997
with the Securities and Exchange Commission (Commission File No. 1-7955).
Chartered Accountants
Toronto, Ontario
August 28, 1997
