As filed with the Securities and Exchange Commission on September 3, 1999
Registration No. 333-82883
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
(POST-EFFECTIVE)
WITHDRAWAL OF
FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTERNATIONAL COMFORT PRODUCTS CORPORATION
(Exact name of Registrant as specified in its charter)
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CANADA 98-0045209
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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501 Corporate Centre Drive, Suite 200, Franklin, Tennessee 37067
(615) 771-0200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
David P. Cain, Esq.
501 Corporate Centre Drive, Suite 200
Franklin, Tennessee 37067
(615) 771-0216
(Address, including zip code, and telephone number, including
area code, of agent for service)
Copy To:
Gary M. Brown, Esq.
Tuke Yopp & Sweeney, PLC
NationsBank Plaza, Suite 1100
Nashville, Tennessee 37219
(615) 313-3325
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International Comfort Products Corporation (the "Registrant") pursuant to
the provisions of Rule 477 promulgated under the Securities Act of 1933, as
amended, and pursuant to undertakings set forth in Item 17 of the Registration
Statement on Form S-3, File No. 333-82883 (the "Registration Statement"),
hereby files this Amendment No. 3 (Post-Effective) to withdraw the Registration
Statement and deregister all of the 1,488,162 of the Company's Ordinary Shares
(the "Shares") originally registered under the Registration Statement.
The Registration Statement was declared effective by the Securities and
Exchange Commission on July 29, 1999. The Registration Statement was filed on
behalf of Watsco Investments I, Inc. and Watsco Investments II, Inc. (the
"Selling Shareholders") pursuant to their rights under a registration rights
agreement. At or about the time that the Registration Statement became
effective, however, the Selling Shareholders tendered all of the Shares in the
tender offer commenced by Titan Acquisitions, Ltd., a New Brunswick
corporation, and a wholly owned subsidiary of United Technologies Corporation
for all of the Registrant's outstanding ordinary shares. Accordingly, none of
the Shares has been or will be offered pursuant to the Registration Statement.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 and Rule
478(c), the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 3 (Post-Effective) 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 this 3rd day of September, 1999.
INTERNATIONAL COMFORT PRODUCTS
CORPORATION
By: /s/ David P. Cain
____________________________
David P. Cain
Senior Vice President, General
Counsel and Secretary
