UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
International Comfort Products Corporation
-------------------------------
(Name of Issuer)
Ordinary Stock (no par value)
-----------------------------
(Title of Class of Securities)
45821E101
---------
(CUSIP Number)
Robert Lloyd Snyder, Esq., SnyderCapital Corporation,
3219 McKinney Avenue, Dallas, Texas 75204, (214) 754-0500
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 1999
-------------
(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 Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
<PAGE>
SCHEDULE 13D
CUSIP NO. 45821E101 Page 2 of 8 Pages
--- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ravine Partners, Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
7,889,870
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 7,889,870
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,889,870
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45821E101 Page 3 of 8 Pages
--- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard W. Snyder
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,304,111
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,304,111
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,304,111
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 45821E101 Page 4 of 8 Pages
--- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roberta M. Snyder
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,304,111
EACH
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,304,111
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,304,111
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Page 5 of 8
The Schedule 13D filed with the Securities and Exchange Commission on
March 25, 1996 (the "Schedule 13D"), and as amended on April 30, 1996 (the
"First Amendment"), and on March 6, 1997 (the "Second Amendment") on behalf of
Ravine Partners, Ltd. ("RPLP"), Richard W. Snyder and Roberta M. Snyder
(collectively, the "Reporting Persons" and individually, a "Reporting Person")
in connection with the ordinary stock, no par value, (the "Shares") of
International Comfort Products Corporation (the "Company") is hereby amended as
follows (unless otherwise defined, all capitalized terms used herein shall have
the same meanings set forth in the Schedule 13D, the First Amendment and the
Second Amendment).
Item 6 is hereby amended to add the following:
ITEM 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
RPLP has entered in a Letter Agreement, dated June 23, 1999
(the "Letter Agreement"), with Titan Acquisitions, Ltd. (the "Offeror"), whereby
RPLP has agreed to tender the Shares owned thereby in the Offeror's tender offer
to purchase all of the Shares for a price of U.S.$11.75 per Share (the "Offer").
The Offeror has extended the Offer pursuant to a Pre-Acquisition Agreement dated
as of June 23, 1999 (the Pre-Acquisition Agreement") among United Technologies
Corporation (the "Parent"), the Offeror and the Company.
RPLP has also granted to the Offeror an option to purchase all
the Shares held by RPLP (the "Option") for a price equal to the greater of (x)
U.S.$11.75 per Share and (y) any higher price per Share paid by the Offeror in
the Offer. The Option is exercisable by the Offeror if, but only if, (a) the
Pre-Acquisition Agreement is terminated (i) by the Company because the Company
has received a superior take-over proposal and the Board of Directors of the
Company has determined that its fiduciary duties require it to terminate the
Pre-Acquisition Agreement; or (ii) by Parent and the Offeror because (A) the
Board of Directors of the Company or any committee thereof has withdrawn its
approval and recommendation of the Offer; or (B) the Company has publicly
announced its intention to enter into a business combination with any person
other the Parent and Purchaser; (b) a take-over proposal with respect to the
Company is announced by a person other than Parent or Offeror while the Offer is
open for acceptance and the minimum acceptance condition contemplated by the
Pre-Acquisition Agreement (66.667%) is not satisfied; or (c) a take-over
proposal with respect to the Company is announced by a person other than Parent
or Offeror after the Offer has closed but prior to March 31, 2000 and the
Offeror did not take up and pay for any Shares under the Offer.
A copy of the Letter Agreement is attached hereto as Exhibit
99.B and is incorporated herein by reference. The description of the Letter
Agreement provided above is qualified in its entirety by reference to the Letter
Agreement attached hereto.
<PAGE>
Page 6 of 8
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.A: Stock Purchase Agreement
Exhibit 99.B: Letter Agreement
Exhibit 99.C: Joint Filing Agreement among the Reporting Persons dated the
date hereof.
<PAGE>
Page 7 of 8
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.
Dated: June 25, 1999
RAVINE PARTNERS, LTD.
By:/s/ RICHARD W. SNYDER
------------------------------------
Name: Richard W. Snyder
Title: General Partner
RICHARD W. SNYDER
By:/s/ RICHARD W. SNYDER
------------------------------------
ROBERTA M. SNYDER
By:/s/ ROBERTA M. SNYDER
------------------------------------
<PAGE>
Page 8 of 8
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
Exhibit 99.A: Stock Purchase Agreement
Exhibit 99.B: Letter Agreement
Exhibit 99.C: Joint Filing Agreement among the Reporting Persons dated the
date hereof.
<PAGE>
Exhibit 99.B
LETTER AGREEMENT
TITAN ACQUISITIONS, LTD.
June 23, 1999
Ravine Partners, Ltd.
3219 McKinney Avenue
Dallas, TX 75204
Dear Sirs:
Reference is made to the Pre-Acquisition Agreement dated June 23, 1999
(the "Pre-Acquisition Agreement") between Titan Acquisitions, Ltd. (the
"Offeror"), United Technologies Corporation ("Parent") and International Comfort
Products Corporation ("ICP") pursuant to which the Offeror has agreed to make an
offer to purchase all of the outstanding shares (the "Shares") of ICP. All
capitalized terms referred herein and not otherwise defined herein shall have
the meanings attributed thereto in the Pre-Acquisition Agreement.
The Offeror understands, and by your acceptance of this letter
agreement (the "Agreement") you (the "Seller") represent and warrant to the
Offeror that, there are 7,889,870 Shares beneficially owned, directly or
indirectly, by the Seller or over which the Seller exercises direction or
control (collectively, the "Seller's Shares").
This Agreement sets out the terms and conditions by which the Seller
irrevocably and unconditionally agrees to deposit the Seller's Shares under the
Offer, grants an Option over the Seller's Shares to the Offeror and sets out the
obligations and commitments of the Seller in connection therewith. This
Agreement is also the Seller's agreement to ensure that the Seller's associates
(as defined in the Securities Act (Ontario)) are bound by and perform the
obligations of the Seller hereunder, and any reference to the Seller in this
Agreement shall include the Seller's associates, all to the extent applicable.
Section 1 Acceptance of the Offer
1.1 Deposit. The Seller hereby irrevocable and unconditionally agrees to
deposit the Seller's Shares, together with a completed and executed
letter of transmittal, under the Offer prior to the Initial Expiry
Time.
1.2 Non-Withdrawal. The Seller hereby irrevocably and unconditionally
agrees not to withdraw or take any action to withdraw any portion of
the Seller's Shares following their
<PAGE>
deposit under the Offer, notwithstanding any statutory rights or other
rights under the terms of the Offer or otherwise which the Seller might
have, unless the Pre-Acquisition Agreement is terminated in accordance
with its terms prior to the taking up of the Seller's Shares under the
Offer.
Section 2 Option
2.1 Grant of Option. On the terms and subject to the conditions set forth
herein, the Seller hereby grants to Offeror an irrevocable option (the
"Option") to purchase all of the right, title and interest of the
Seller in and to the Seller's Shares at a price equal to the greater of
(a) US$11.75 per share and (b) any higher price per share paid by the
Offeror in the Offer.
2.1 Exercise of the Option. Offeror may exercise the Option in accordance
with the terms of Section 2.1 hereof in whole, but not in part, if, but
only if, the fee provided for in Section 11.2(b), (d) or (e) of the
Pre-Acquisition Agreement has become payable to Offeror in accordance
with the terms thereof. Offeror may exercise the Option at any time
within 60 days following the date when the Option first becomes
exercisable.
In the event that Offeror is entitled to and wishes to exercise the
Option, Offeror shall send a written notice to the Seller (the "Notice"
and the date on which the Notice is sent shall be referred to herein as
the "Notice Date") specifying the place and the date (the "Closing
Date") promptly after the Notice Date for the closing of such purchase
(the "Closing"); provided, however, that in the event that prior
notification to, or approval of, any regulatory or antitrust agency is
required in connection with the exercise of the Option, Offeror shall
promptly file the required notice or application for approval and shall
promptly notify the Company of such filing, and the period of time that
otherwise would run pursuant to this Section 2.2 shall run instead from
the last date on which all required notification or waiting periods
shall have expired or been terminated or all required approvals shall
have been obtained; provided further that in the event there shall be
in effect any preliminary or final injunction or other order issued by
any court or governmental, administrative or regulatory agency or
authority prohibiting the exercise of the Option pursuant to this
Agreement, the period of time that otherwise would run pursuant to this
Section 2.2 shall run instead from the date on which such prohibition
shall have been vacated, terminated or waived. Any exercise of the
Option shall be deemed to have occurred on the Notice Date relating
thereto.
2.3 Closing. At the Closing, simultaneously with the payment by Offeror of
the purchase price for the Seller's Shares, the Seller shall deliver,
or cause to be delivered, to Offeror certificates representing the
Seller's Shares duly endorsed to Offeror or accompanied by stock powers
duly executed by the Seller in blank, together with any necessary stock
transfer stamps properly affixed.
2.4 Acquired Option Shares. In the event the Seller's Shares are acquired
by Offeror pursuant to the exercise of the Option (the "Acquired Option
Shares") and Offeror subsequently disposes of, sells or transfers the
Acquired Option Shares in connection with any Take-over Proposal for
which a binding contract of sale is executed within 12
2
<PAGE>
months of the Closing (a "Sale"), the Seller shall be entitled to
receive an amount in cash equal to 75% of the excess, if any, of the
aggregate proceeds received by Offeror in such Sale (net of selling
commissions, if any) over the aggregate purchase price paid by Offeror
for the Acquired Option Shares subject to such Sale.
If any of the consideration received by Offeror in a Sale consists of
securities, for purposes hereof, the proceeds of such Sale shall be
deemed to be the net after-tax amount that would actually have been
received by Offeror in an orderly sale of such securities commencing on
the first business day following actual receipt of such securities by
Offeror, in the written opinion of an investment banking firm of
national reputation selected by Offeror and reasonably satisfactory to
the Seller.
Any payment due to the Seller pursuant to this Section 2.4 shall be
paid by Offeror to the Seller within three Business Days following
receipt by Offeror of the Sale proceeds or, if any of such
consideration consists of securities, within three Business Days after
receipt of the Sale proceeds or, if later, the date on which the
investment banking firm's written opinion is received by Offeror.
Nothing herein shall create any duty by Offeror to engage in a Sale of
the Acquired Option Shares.
Section 3 Representations and Warranties
3.1 Representations and Warranties of Seller. The Seller hereby represents
and warrants to and in favour of the Offeror that:
(a) the Seller is a limited partnership duly organized and validly
existing under the laws of the State of Texas;
(b) the Seller has the power and capacity and has received all
requisite approvals to enter into this Agreement and to
perform its obligations hereunder and this Agreement is a
valid and binding agreement enforceable by the Offeror against
the Seller in accordance with its terms;
(c) the Seller is (and, if applicable, upon the deposit of the
Seller's Shares under the Offer, will be) the sole legal and
beneficial owner of the Seller's Shares and has and will have
the exclusive right to dispose of the Seller's Shares as
provided in this Agreement;
(d) the Seller's Shares are owned (and, if applicable, will be
acquired by the Offeror) with good and marketable title, free
and clear of any and all mortgages, liens, charges,
encumbrances and adverse claims;
(e) no person, firm or corporation has any agreement or option, or
any right or privilege (whether by law, pre-emptive or
contractual) capable of becoming an agreement or option, for
the purchase, acquisition or transfer of any of the Seller's
3
<PAGE>
Shares or any interest therein or right thereto, except
pursuant to this Agreement; and
(f) the execution and delivery of this Agreement and the
fulfilment of the terms hereof by the Seller do not and will
not result in a breach of any agreement or instrument to which
the Seller is a party or by which the Seller is contractually
bound.
3.2 Representations and Warranties of the Offeror. The Offeror hereby
represents and warrants to the Seller that:
(a) the Offeror is a corporation duly incorporated and validly
existing under the laws of its jurisdiction of incorporation;
(b) the Offeror has the financial resources and is financially
capable of completing the Offer; and
(c) the Offeror has the corporate power and capacity and has
received all requisite approvals to enter into this Agreement
and this Agreement is a valid and binding agreement
enforceable by the Seller against the Offeror in accordance
with its terms.
Section 4 Covenants of the Seller
4.1 General. The Seller hereby covenants that during the term of this
Agreement the Seller will:
(a) not take any action to solicit, initiate or encourage
enquiries, submissions, proposals or offers from, or provide
information to, any other person, entity or group relating to,
and will not participate in any negotiations regarding, or
otherwise cooperate in any way with or assist or participate
in:
(i) the direct or indirect acquisition or disposition of
all or any Shares or any other securities of ICP or
its subsidiaries (except as expressly provided in
this Agreement); or
(ii) except as expressly permitted by this Agreement or as
previously approved in writing by the Offeror, any
amalgamation, merger, sale of any material part of
ICP's or its subsidiaries' assets, take-over bid,
plan of arrangement, reorganization,
recapitalization, liquidation or winding-up of, or
other business combination or similar transaction
involving ICP or any of its subsidiaries;
(b) not sell, assign, convey or otherwise dispose of any of the
Seller's Shares except pursuant to and in accordance with this
Agreement;
4
<PAGE>
(c) not exercise any shareholder rights or remedies available at
common law or pursuant to applicable corporate and securities
laws to delay, hinder, upset or challenge the Offer;
(d) cause the voting rights attaching to the Seller's Shares to be
exercised to oppose any proposed action by ICP, its
shareholders or others:
(i) which might reasonable be regarded as being directed
towards or likely to prevent or delay the successful
completion of the Offer; or
(ii) to materially change the business, assets,
operations, capital, affairs, financial conditions,
licenses, permits, rights or privileges, whether
contractual or otherwise, or prospects of ICP which
in the sole judgement of the Offeror could
individually, or in the aggregate, materially
adversely affect the value of the Shares to the
Offeror;
(e) use Seller's reasonable efforts to assist the Offeror to
successfully complete the acquisition of Shares; and
(f) promptly notify the Offeror upon any of Seller's
representations or warranties contained in this Agreement
becoming untrue or incorrect in any material respect during
the period commencing on the date hereof and expiring at the
time of expiry of the Offer, and for the purposes of this
provision, each representation and warranty shall be deemed to
be given at and as of all times during such period
(irrespective of any language which suggests that it is only
being given as at the date hereof).
The Seller shall not be deemed to have violated Section 4.1(a) and (e)
solely as a result of the participation by any associate of the Seller
who is a director of ICP in a decision by the Board of Directors of ICP
to provide information to any person, entity or group subject to and in
accordance with Section 8.1 of the Pre-Acquisition Agreement.
4.2 Resignation as Director. The Seller shall upon request use all
reasonable efforts to cause any of its associates who may be directors
of ICP to resign effective at the time and in the manner requested by
the Offeror following the purchase of the Seller's Shares by the
Offeror under the Offer.
Section 5 Covenants of the Offeror
5.1 Completion of the Offer. Subject to the terms and conditions hereof,
the Offeror hereby covenants to use its reasonable commercial efforts
to successfully complete the Offer, including diligently pursuing all
requisite regulatory approvals, subject to the limitations in Section
10.4(b) of the Pre-Acquisition Agreement.
5
<PAGE>
Section 6 Termination
6.1 Termination. If the Option is not exercised in accordance with the
terms and conditions of Section 2.2, then, from and after the last date
on which the Option is or may become exercisable pursuant to Section
2.2, no party hereto shall have any rights or obligations hereunder and
this Agreement shall terminate and become null and void.
In the event of such termination of this Agreement, the Seller
may withdraw all of the Seller's Shares deposited in
accordance with the terms and conditions of the Offer, this
Agreement shall forthwith be of no further force and effect
and there shall be no liability on the part of either Seller
or the Offeror, except to the extent that either such party is
in default of its obligations herein contained.
Section 7 General
7.1 Disclosure. Prior to the first public disclosure of the existence and
terms and conditions of this Agreement, none of the parties hereto
shall disclose the existence of this Agreement, or any details hereof,
to any person other than ICP, its directors and officers, without the
prior written consent of the other party hereto, except to the extent
required by law including applicable securities laws. The existence and
terms and conditions of this Agreement may be disclosed by the Offeror
and ICP in press releases issued in connection with the execution of
the Pre-Acquisition Agreement, in the Offer Documents and in the
directors circular prepared by ICP.
7.2 Assignment. The Offeror may assign all or any part of its rights and/or
obligations under this Agreement to a wholly-owned subsidiary of the
Parent, but, if such assignment takes place, the Offeror shall continue
to be liable to Seller for any default in performance by the assignee.
This Agreement shall not otherwise be assignable by any party without
the consent of the other.
7.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and of Canada
applicable therein.
7.4 Survival of Representations and Warranties. The representations and
warranties made by the Offeror and the Seller herein shall expire
immediately following the Closing. No investigations made by or on
behalf of the Offeror or any of its authorized agents at any time shall
have the effect of waiving, diminishing the scope of or otherwise
affecting any representation, warranty or covenant made by the Seller
herein or pursuant hereto.
7.5 Amendments. This Agreement may not be amended except by written
agreement signed by the parties to this Agreement.
7.6 Specific Performance and other Equitable Rights. Each of the parties
recognizes and acknowledges that this Agreement is an integral part of
the Offer, that the Offeror would not contemplate causing the Offer to
be made unless this Agreement was executed, and that a breach by any
party of any covenants or other commitments contained in this
6
<PAGE>
Agreement will cause the other party to sustain injury for which it
would not have an adequate remedy at law for money damages. Therefore,
each of the parties agrees that in the event of any such breach, the
aggrieved party shall be entitled to the remedy of specific performance
of such covenants or commitments and preliminary and permanent
injunctive and other equitable relief in addition to any other remedy
to which it or they may be entitled, at law or in equity, and the
parties further agree to waive any requirement for the securing or
posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief.
7.7 Expenses. The Offeror and the Seller shall each pay its legal,
financial advisory and accounting costs and expenses incurred in
connection with the preparation, execution and delivery of this
Agreement and all documents and instruments executed or prepared
pursuant to this Agreement and any other costs and expenses whatsoever
and howsoever incurred, and none of such costs and expenses shall be
borne by ICP.
7.8 Counterparts. This Agreement may be executed in one or more
counterparts which together shall be deemed to constitute one valid and
binding agreement, and delivery of the counterparts may be effected by
means of a telecopier transmission.
7.9 Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties pertaining to the subject matter of
this Agreement.
7.10 Time. Time shall be of the essence of this Agreement.
7.11 Notices. Any notice, request, consent, agreement or approval which may
or is required to be given pursuant to this Agreement shall be in
writing and shall be sufficiently given or made if delivered, or sent
by telecopier, in the case of:
(a) The Offeror addressed as follows:
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
Attention: Ari Bousbib
Telecopier No.: 860-728-7822
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
Attention: General Counsel
Telecopier No.: 860-728-6355
7
<PAGE>
(b) The Seller, addressed as follows:
Snyder Capital Corporation
3219 McKinney Avenue
Dallas, Texas 75240
Attn: Richard Snyder
Telecopier No.: 214-754-0350
or to such other address as the relevant party may from time to time
advise by notice in writing given pursuant to this Section 7.11. The
date of receipt of any such notice, request, consent, agreement or
approval shall be deemed to be the date of delivery or sending thereof.
(Intentionally Blank)
8
<PAGE>
If the terms and conditions of this Agreement are acceptable to you, please so
indicate by executing and returning the enclosed copy hereof to the undersigned
prior to 11:59 p.m. (Toronto time) on June 23, 1999, failing which this letter
shall be null and void.
Yours truly,
TITAN ACQUISITIONS, LTD.
By:/s/ Ari Bousbib
----------------------------------
(Acceptance on following page)
9
<PAGE>
ACCEPTANCE
Agreed and accepted this 23rd day of June, 1999.
/s/ Robert Lloyd Snyder
- -------------------------------------------
Robert Lloyd Snyder
Attorney-in-Fact for Ravine Partners, Ltd.
POWER OF ATTORNEY
We, Richard W. Snyder and Roberta M. Snyder, both domicilaries and residents of
Dallas County, Texas and the General Partners of Ravine Partners, Ltd., a Texas
limited partnership, do hereby appoint Robert Lloyd Snyder, also of Dallas
County, Texas as true and lawful attorney-in-fact on behalf of Ravine Partners,
Ltd. with authority to negotiate and execute on its behalf the letter agreement,
dated June 23, 1999, between Ravine Partners, Ltd. and Titan Ltd.
IN WITNESS WHEREOF, we hereunto have set our hands this 23rd day of June, 1999.
/s/ Richard W. Snyder
---------------------------------------
Richard W. Snyder
General Partner - Ravine Partners, Ltd.
/s/ Roberta M. Snyder
---------------------------------------
Roberta M. Snyder
General Partner - Ravine Partners, Ltd.
Acknowledgment
STATE OF TEXAS
Before me, this 23rd day of June, 1999, personally appeared Robert Lloyd Snyder,
Richard W. Snyder and Roberta M. Snyder, known to me to be the persons whose
names are subscribed to the foregoing instrument and acknowledged to me that
they executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23rd day of June, 1999.
/s/ Vicki A. Bolton
---------------------------------------
Notary Public in and for The State of Texas
My commission expires: 10/3/99
10
<PAGE>
EXHIBIT 99.C
JOINT FILING AGREEMENT
RPLP, Richard W. Snyder and Roberta M. Snyder each hereby agrees,
in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, that the Schedule 13D filed herewith, and any amendments thereto,
relating to the shares of Ordinary Stock, no par value per share, of
International Comfort Products Corporation are, and will be, filed jointly on
behalf of each person.
Dated: June 25, 1999
RAVINE PARTNERS, LTD.
By: /s/ RICHARD W. SNYDER
------------------------------------
Name: Richard W. Snyder
Title: General Partner
RICHARD W. SNYDER
By: /s/ RICHARD W. SNYDER
------------------------------------
ROBERTA M. SNYDER
By: /s/ ROBERTA M. SNYDER
------------------------------------
