As Filed with the Securities and Exchange Commission on July 28, 1999
Registration No. 333-82883
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment Number 2
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL COMFORT PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Canada 98-0045209
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
David P. Cain, Esq.
501 Corporate Centre Drive 501 Corporate Centre Drive
Suite 200 Suite 200
Franklin, Tennessee 37067 Franklin, Tennessee 37067
(615) 771-0200 (615) 771-0216
(Address, including zip code, (Address, including zip code,
and telephone number, including and telephone number, including
area code, of registrant's area code, of agent for service)
principal executive offices)
Copy To:
Gary M. Brown, Esq.
Tuke Yopp & Sweeney, PLC
NationsBank Plaza, Suite 1100
Nashville, Tennessee 37219
(615) 313-3325
Approximate date of commencement of proposed sale to the public: From
time to time 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 dividend
or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ON SUCH DATE
AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
PROSPECTUS
INTERNATIONAL COMFORT PRODUCTS CORPORATION
------------------------------------------
1,488,162 Ordinary Shares
------------------------------------------
The following selling shareholders are offering up to 1,488,162 ordinary
shares ("Shares") of International Comfort Products Corporation (the
"Company," which sometimes in this Prospectus is referred to as "we" or "us"
and in the possessive as "our").
Watsco Investments I, Inc. 1,398,872 Shares
Watsco Investments II, Inc. 89,290 Shares
Watsco Investments I, Inc. and Watsco Investments II, Inc. each are
subsidiaries of Watsco, Inc. and are referred to in this Prospectus as the
"Selling Shareholders."
Our Shares trade on both the American Stock Exchange ("AMEX") and the
Toronto Stock Exchange ("TSE") under the symbol "ICP." On July 26, 1999, the
last reported sale price of the Shares on Amex was $11.69 (U.S.) and on the
TSE was $17.60 (Can.). WE URGE YOU TO OBTAIN A CURRENT MARKET QUOTATION.
Our principal executive offices are located at 501 Corporate Centre
Drive, Suite 200, Franklin, Tennessee 37067. The phone number there is (615)
771-0200.
We will not be paying any underwriting discounts or commissions in this
offering.
INVESTING IN OUR SHARES INVOLVES CERTAIN
RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
We will not receive any proceeds from the sale of Shares by the Selling
Shareholders. We have agreed to pay certain expenses of registration of the
Shares under United States federal and state securities laws. We are not
required to pay commissions and discounts of agents or broker-dealers and
transfer taxes, if any, that the Selling Shareholders may be required to pay
when they sell their Shares. We also have agreed to indemnify the Selling
Shareholders against certain liabilities, including certain liabilities under
the Securities Act of 1933, as amended (the "Securities Act").
__________________________________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________________________________
The date of this Prospectus is July 28, 1999.
AVAILABLE INFORMATION
We have filed a Registration Statement on Form S-3 under the Securities
Act (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") in Washington, D.C. The Registration Statement
covers the Shares offered by this Prospectus. This Prospectus does not
contain all of the information set forth in the Registration Statement and
the exhibits thereto. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance such statement is qualified by reference to
each such contract or document filed (or incorporated by reference) as an
exhibit to the Registration Statement.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith file reports and other information with the Commission. Reports
and other information filed by us with the Commission can be inspected
without charge and copied at the public reference facilities maintained by
the Commission at the following addresses: New York Regional Office, Seven
World Trade Center, New York, New York 10048; and Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can be obtained upon written request from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. Information on the operation of the Public Reference
Room may be obtained by calling the Commission at 1-800-SEC-0330. The
Commission maintains a Web site at http://www.sec.gov that contains reports,
proxy statements and other information regarding issuers that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-7955) are incorporated in and made a part of this Prospectus by this
reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed with the Commission on March 31, 1999.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on May 14, 1999.
(iii) The Company's Current Report on Form 8-K filed with the Commission
on July 28, 1999.
(iv) The description of the Company's Ordinary Shares contained in its
Registration Statement on Form 8-A filed under the Exchange Act with the
Commission on March 14, 1990, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all Shares offered hereby have been sold or which deregisters
all Shares then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such reports
and documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be 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
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
In particular, the discussion of the tender offer and related legal matter
below under RISK FACTORS and on page 5 of this Prospectus under MATERIAL
CHANGES should be read in conjunction with the financial statements contained
in reports that are incorporated herein by reference.
2
Copies of all documents that are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents or into this
Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or oral
request to the Company, Attention: David P. Cain, 501 Corporate Centre Drive,
Suite 200, Franklin, Tennessee 37067, telephone number (615) 771-0216.
RISK FACTORS
On June 30, 1999, Titan Acquisitions, Ltd., a New Brunswick corporation,
and a wholly owned subsidiary of United Technologies Corporation
(collectively, "UTC"), commenced a tender offer to acquire all of our
outstanding Shares at a price of $11.75 (U.S.) per Share (the "Tender Offer
Price"). SEE MATERIAL CHANGES below. Currently, the tender offer expires
at 12:00 p.m. on July 28, 1999. The completion of the tender offer is
subject to a number of conditions, including regulatory approval.
Accordingly, there is no assurance that the tender offer will be completed.
If the tender offer is not completed, there is no assurance that you would be
able to resell your Shares for the Tender Offer Price or for the price that
you paid for the Shares. The Tender Offer Price exceeds the trading prices
for the Shares that had prevailed during the six months preceding the
announcement of the tender offer.
In addition, if the tender offer is completed but you fail to tender
your Shares, there is no assurance of the continuing liquidity of your
Shares. The Shares may cease to trade on both the AMEX and the TSE and there
may be no other market for the Shares. Although UTC has indicated that it
intends to subsequently acquire all Shares that are not tendered through a
merger, amalgamation or other similar transaction, there is no assurance that
this will occur or when it will occur. Accordingly, your investment in the
Shares could become illiquid for an indeterminate length of time.
THE COMPANY
The Company 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,
ICP Commercial, Lincoln, Dettson, Clare 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.
The executive offices of the Company are located at 501 Corporate Centre
Drive, Suite 200, Franklin, Tennessee 37067, telephone number (615) 771-0200.
USE OF PROCEEDS
The Shares that are the subject of this offering are being sold by the
Selling Shareholders. Accordingly, we will not receive any of the proceeds
from the sale of these Shares.
SELLING SHAREHOLDERS
The Selling Shareholders are wholly owned subsidiaries of Watsco,
Inc.("Watsco"). Watsco is one of our two largest customers. In addition,
the shares owned by the Selling Shareholders were issued to affiliates of
Watsco in exchange for substantially all of the assets of what now is A-1
Components Corp., one of our subsidiaries. That transaction occurred and
the Shares were issued on May 29, 1998.
3
When we acquired the assets of A-1 Components, the Shares that were
issued (and that now are being sold by the Selling Shareholders) were not
registered under the Securities Act. They were issued in an exempt offering
and, therefore, were "restricted" securities. Accordingly, the Shares could
not be sold by the Selling Shareholders without registration or an exemption.
Because of this restriction, in the A-1 Components transaction, we agreed that
we would register the Shares owned by the Watsco affiliates prior to them
having owned the Shares for two years, at which time they could be sold
without registration.
On July 1, 1999 Watsco exercised it right to require that we register
the Shares issued in the A-1 transaction. That is the reason that we have
filed the registration statement of which this Prospectus is a part.
As of the date of this Prospectus, the Selling Shareholders own
1,488,162 Shares. The Selling Shareholders may sell all, a portion or none of
these Shares. If the offering is completed, the Selling Shareholders will own
no Shares. This information is based upon data supplied to us by the Selling
Shareholders.
PLAN OF DISTRIBUTION
We have been advised by the Selling Shareholders that they intend to
sell all or a portion of the Shares offered hereby, from time to time, on the
Toronto Stock Exchange and/or the American Stock Exchange, and that sales
will be made at prices prevailing at the time of such sales. The Selling
Shareholders also may make sales on the over-the-counter market, pursuant to
Rule 144 promulgated under the Securities Act or otherwise at prices and on
terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The Selling Shareholders may sell Shares in
(i) a block trade in which the broker or dealer so engaged will attempt to
sell Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction, (ii) transactions in which a broker
or dealer acts as principal and resells Shares for its account pursuant to
this Prospectus, (iii) an exchange distribution in accordance with the rules
of such exchange, (iv) ordinary brokerage transactions and transactions in
which the broker solicits purchases, (v) privately negotiated transactions,
(vi) a combination of any such methods of sale or (vii) any other method of
sale permitted pursuant to applicable laws.
In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. The
Selling Shareholders also from time to time, may authorize underwriters
acting as their agents to offer and sell Shares upon such terms and
conditions as shall be set forth in a prospectus supplement, to the extent
required. Underwriters, brokers or dealers will receive commissions or
discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to sale. The Selling Shareholders, as well as such
underwriters, brokers or dealers and any other participating brokers or
dealers, may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act in connection with such sales and any discounts
and commissions received by them and any profit realized by them on the
resale of Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.
There is no assurance that the Selling Shareholders will offer for sale
or sell any or all of the Shares covered by this Prospectus. We have been
advised by the Selling Shareholders that they or their pledgees, donees,
transferees or other successors in interest may sell all, a portion of, or
none of the Shares covered by this Prospectus.
4
At the time a particular offer of Shares is made by either of the
Selling Shareholders, to the extent required, a supplement to this Prospectus
will be distributed which will identify and set forth the aggregate amount of
Shares being offered and the terms of the offering.
LEGAL MATTERS
Certain legal matters in connection with the sale of the Shares offered
by this Prospectus will be passed upon for us by Tuke Yopp & Sweeney, PLC,
Nashville, Tennessee.
EXPERTS
Our consolidated financial statements and schedules as of December 31,
1998, and for each of the two years then ended, incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP, Chartered Accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in reliance
upon the authority of said firm as experts in giving said reports.
Our consolidated financial statements and schedules for the year ended
December 31, 1996, incorporated by reference in this Prospectus and elsewhere
in the Registration Statement have been incorporated by reference herein in
reliance on the report of PricewaterhouseCoopers LLP, Chartered Accountants,
given on the authority of that firm as experts in accounting and auditing.
Future financial statements and schedules of the Company and the reports
thereon of the Company's independent chartered accountants also will be
incorporated by reference in this Prospectus in reliance upon the authority
of the firm as experts giving these reports to the extent said firm has
audited these financial statements and consented to the use of their reports
thereon.
MATERIAL CHANGES
On June 23, 1999, we entered into a Pre-Acquisition Agreement (the
"Acquisition Agreement") with UTC. The Acquisition Agreement provides that
UTC will make a tender offer ("Tender Offer") to purchase all of our
outstanding Shares. Shares validly tendered in the Tender Offer shall be
entitled to receive $11.75 (U.S.), net to the seller, in cash. Consummation
of the Tender Offer is subject to certain conditions as specified in the
Acquisition Agreement.
On June 25, 1999, Stanley Ginkowski and Jeff Grau filed a class action
lawsuit in the Chancery Court of Marshall County, Tennessee, naming as
defendants the Company and all of our directors. The plaintiffs seek to
enjoin any actions by us in furtherance of the Tender Offer or, alternatively,
to recover damages in the event the Tender Offer and any subsequent merger is
consummated. The plaintiffs claim that the consideration to be received by
our shareholders in the proposed transaction with UTC is unfair and inadequate,
that our directors breached certain alleged fiduciary duties to our
shareholders and that our directors will be unjustly enriched by the
transaction. On July 19, 1999, the Court issued a memorandum opinion
dismissing the litigation on a variety of grounds. Prior to the formal entry
of an order, however, the plaintiffs voluntarily dismissed their case in
Marshall County, Tennessee. On July 26, 1999, the Company received a demand
letter from an attorney in Canada representing Mr. Grau demanding certain
actions by the Board of Directors and generally making claims that certain
benefit packages improperly benefitted certain executives of the Company to
the detriment of the shareholders. We believe that the claims against us, our
directors and our officers are without merit and intend to vigorously defend
all claims made against us and them.
5
A copy of the Acquisition Agreement is filed as Exhibit 2 to the
Registration Statement and is incorporated herein by this reference. A copy
of the Schedule 14D-9 (Solicitation/Recommendation Statement) ("Schedule 14D-
9") and any amendments thereto that we filed in connection with the Tender
Offer also are filed as exhibits to the Registration Statement and are
incorporated herein by this reference. The Schedule 14D-9 and any amendments
thereto contain information about the Tender Offer. We encourage you to
obtain copies and read them thoroughly.
MISCELLANEOUS
No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus in connection with the offering herein
contained, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any of the Shares offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus
nor any sale hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since any of the
dates as of which information is furnished herein or since the date hereof.
6
INTERNATIONAL
COMFORT
PRODUCTS [ICP LOGO]
CORPORATION
TABLE OF CONTENTS
Available Information .......... 2
Incorporation of Certain
Documents by Reference ....... 2
Risk Factors.................... 3
The Company..................... 3
Use of Proceeds................. 3
Selling Shareholders............ 3
Plan of Distribution............ 4
Legal Matters................... 5
Experts......................... 5
Material Changes................ 5
Miscellaneous................... 6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the distribution of the Securities registered hereby. One-half of the expenses
in connection with the distribution contemplated by this Registration Statement
will be borne by the Company and one-half by the Selling Shareholders.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee $ 4,745
Legal fees and expenses 6,000
Accounting fees and expenses 15,000
Blue sky fees and expenses 0
Printing 500
Miscellaneous 1,000
-------
TOTAL $27,245
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 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.
The description of the Registrant's By-laws contained in the
preceding paragraph is qualified in its entirety by reference to the
Registrant's By-laws (filed with the Commission as Exhibit 1.2 to the
II-1
Registrant's Annual Report on Form 20-F for the fiscal year ended December
31, 1993, filed with the Commission on June 29, 1994) which is incorporated
by reference herein as Exhibit 3(i)/4.2.
ITEM 16. EXHIBITS.
See the Exhibit Index beginning on page II-6.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) (A) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the Part
II-2 information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) 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.
PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(B) 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;
and
(C) 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.
(2) 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 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.
II-2
(b) 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 Act 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 Act and will be governed by the final
adjudication of such issue.
II-3
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 on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee, on this 28th day of July, 1999.
INTERNATIONAL COMFORT PRODUCTS CORPORATION
By:/s/ David P. Cain
---------------------------
David P. Cain
Senior Vice President, General
Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed below by the following
persons in the capacities indicated on July 28, 1999.
SIGNATURE TITLE
--------- -----
/s/ Richard W. Snyder * Chairman of the Board and Director
- -------------------------
(Richard W. Snyder)
/s/ W. Michael Clevy * President, Chief Executive Officer
- ------------------------- and Director
(W. Michael Clevy)
/s/ David P. Cain Senior Vice President, General Counsel
- ------------------------- and Secretary
(David P. Cain)
/s/ S.L. Clanton Senior Vice President, Chief Financial
- ------------------------- Officer and Treasurer
(S.L. Clanton)
/s/ Richard C. Barnett * Director
- -------------------------
(Richard C. Barnett)
/s/ Stanley M. Beck * Director
- -------------------------
(Stanley M. Beck)
/s/ William G. Davis * Director
- -------------------------
(William G. Davis)
II-4
SIGNATURE TITLE
--------- -----
/s/ John F. Fraser * Director
- -------------------------
(John F. Fraser)
Director
- -------------------------
(Roy T. Graydon)
/s/ Marvin G. Marshall * Director
- -------------------------
(Marvin G. Marshall)
/s/ Ernest C. Mercier * Director
- -------------------------
(Ernest C. Mercier)
/s/ David H. Morris * Director
- -------------------------
(David H. Morris)
/s/ David A. Rattee Director
- -------------------------
(David A. Rattee)
/s/ William A. Wilson * Director
- -------------------------
(William A. Wilson)
* By David P. Cain pursuant to powers of attorney filed as Exhibit 24 to
Registration Statement on Form S-3 (333-82883) filed with the Commission
on July 15, 1999.
II-5
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ---------- ---------------------------------- -----------
2 Pre-Acquisition Agreement dated as of June 23, IBR
1999 by and among the Company, Titan Acquisitions,
Ltd., and United Technologies Corporation filed as
Exhibit 1 to the Company's Schedule 14D-9 dated
June 30, 1999 and filed with the Commission on
June 30, 1999.
3(i), 4.1 Articles of Incorporation of International IBR
Comfort Products Corporation filed as Exhibit
3(i)/4.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30,
1997 filed with the Commission on November
14, 1997, and incorporated herein by this
reference.
3(ii), 4.2 Bylaws of International Comfort Products IBR
Corporation filed as Exhibit 1.2 to the
Company's Annual Report on Form 20-F for the
year ended December 31, 1993 filed with the
Commission on June 29, 1994, and incorporated
herein by this reference.
4.3 Indenture dated as of May 13, 1998, by and IBR
among International Comfort Products
Holdings, Inc. ("ICP Holdings"),
International Comfort Products Corporation
and United States Trust Company of New York,
as Trustee, with respect to the Series A and
Series B 8 5/8% Senior Notes due 2008, filed
as Exhibit 4.5 to the Registrant's
Registration Statement on Form S-4 (File No.
333-58837) filed with the Commission on July
10, 1998, and incorporated herein by this
reference.
5 Opinion of Tuke Yopp & Sweeney, PLC filed as IBR
Exhibit 5 to Amendment Number 1 to the Company's
registration statement on Form S-3 filed with the
Commission on July 27, 1999 and incorporated
herein by this reference.
10.1 Master Trust Pooling and Service Agreement, IBR
dated as of July 25, 1996 among Inter-City
Products Receivables Company, L.P.
("ICP-Receivables"), International Comfort
Products Corporation (USA) ("ICP(USA)") and
LaSalle National Bank, as Trustee filed as Exhibit
10.1 to Amendment No. 1 to the Registrants'
Registration Statement on Form S-4 (File No.
333-58837 and 333-58837-01) filed with the
Commission on August 28, 1998, and
incorporated herein by this reference.
10.2 Series 1996-1 Supplement to Master Trust IBR
Pooling and Service Agreement, dated as of
July 25, 1996 among ICP-Receivables, ICP(USA)
and LaSalle National Bank, as Trustee (and
correlative form of Class A (Series 1996-1)
Certificate and form of Class B (Series
1996-1) Certificate, and form of Guaranty
from ICP(USA) filed as Exhibit 10.2 to
Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No.
333-58837 and 333-58837-01) filed with the
Commission on August 28, 1998, and
incorporated herein by this reference.
II-6
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ---------- ---------------------------------- -----------
10.3 Receivables Purchase Agreement dated as of IBR
July 25, 1996 among ICP(USA), Inter-City
Products Partner Corporation ("ICP-Partner")
and ICP-Receivables filed as Exhibit 10.3 to
Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No.
333-58837 and 333-58837-01) filed with the
Commission on August 28, 1998, and
incorporated herein by this reference.
10.4 Certificate Purchase Agreement (Series IBR
1996-1, Class A) dated as of July 25, 1996
among ICP-Receivables, ICP(USA), the
Purchasers named therein and The Chicago
Corporation, as Agent filed as Exhibit 10.4
to Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No.
333-58837 and 333-58837-01) filed with the
Commission on August 28, 1998, and
incorporated herein by this reference.
10.5 Certificate Purchase Agreement (Series IBR
1996-1, Class B) dated as of July 25, 1996
among ICP-Receivables, ICP(USA) and Argos
Funding Corp. filed as Exhibit 10.5 to
Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No.
333-58837 and 333-58837-01) filed with the
Commission on August 28, 1998, and
incorporated herein by this reference.
10.6 First Amendment to Certificate Purchase IBR
Agreement (Series 1996-1, Class A) dated as
of December 1, 1996 among ICP-Receivables,
ICP(USA), the Purchasers named therein and The
Chicago Corporation, as Agent filed as
Exhibit 4.9 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September
30, 1997 filed with the Commission on
November 14, 1997, and incorporated herein by
this reference.
10.7 First Amendment to Receivables Purchase IBR
Agreement and Second Amendment to Certificate
Purchase Agreement (Series 1996-1, Class A)
dated as of January 27, 1997 among ICP(USA),
ICP-Partner, General Heating and Cooling
Company, Coastline Distribution, Inc.,
ICP-Receivables, Anagram Funding Corp. and
ABN AMRO Chicago Corporation filed as Exhibit
10.7 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No.
333-58837 and 333-58837-01) filed with the
Commission on August 28, 1998, and
incorporated herein by this reference.
II-7
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ---------- ---------------------------------- -----------
10.8 Second Amendment to Receivables Purchase IBR
Agreement as of September 30, 1997 among
ICP(USA), ICP-Partner, General Heating and
Cooling Company, ICP-Receivables, Anagram
Funding Corp. and ABN AMRO Chicago
Corporation filed as Exhibit 10.8 to
Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No.
333-58837 and 333-58837-01) filed with the
Commission on August 28, 1998, and
incorporated herein by this reference.
10.9 Loan and Security Agreement dated as of July IBR
18, 1997 between ICP(USA) and NationsBank,
N.A. filed as Exhibit 10.9 to Amendment No.
1 to the Registrant's Registration Statement
on Form S-4 (File No. 333-58837 and
333-58837-01) filed with the Commission on
August 28, 1998, and incorporated herein by
this reference.
10.10 Amendment to Loan and Security Agreement made IBR
and entered into as of February 24, 1998
between NationsBank, N.A. and ICP(USA) filed
as Exhibit 10.10 to Amendment No. 1 to the
Registrant's Registration Statement on Form
S-4 (File No. 333-58837 and 333-58837-01)
filed with the Commission on August 28,
1998, and incorporated herein by this
reference.
10.11 Second Amendment to Loan and Security IBR
Agreement made and entered into as of May 13,
1998 between NationsBank, N.A. and ICP(USA)
filed as Exhibit 10.10 to Amendment No. 1 to
the Registrant's Registration Statement on
Form S-4 (File No. 333-58837 and
333-58837-01) filed with the Commission on
August 28, 1998, and incorporated herein by
this reference.
10.12 Credit Agreement made and entered into as of IBR
December 16, 1996 between Inter-City Products
Corporation (Canada) ("ICP Canada"), G.C.
McDonald Supply Limited, the Lenders named
therein and General Electric Capital Canada
Inc., as agent filed as Exhibit 10.12 to
Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No.
333-58837 and 333-58837-01) filed with the
Commission on August 28, 1998, and
incorporated herein by this reference.
10.13 First Amendment to Credit Agreement made and IBR
entered into as of May 13, 1998 between ICP
Canada, G.C. McDonald Supply Limited, the
Lenders named therein and General Electric
Capital Canada Inc., as agent filed as
Exhibit 10.13 to Amendment No. 1 to the
Registrant's Registration Statement on Form
S-4 (File No. 333-58837 and 333-58837-01)
filed with the Commission on August 28,
1998, and incorporated herein by this
reference.
II-8
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ---------- ---------------------------------- -----------
10.14 Second Amendment to Credit Agreement made and IBR
entered into as of July 21, 1998 between ICP
Canada, G.C. McDonald Supply Limited, the
Lenders named therein and General Electric
Capital Canada Inc., as agent filed as
Exhibit 10.14 to Amendment No. 1 to the
Registrant's Registration Statement on Form
S-4 (File No. 333-58837 and 333-58837-01)
filed with the Commission on August 28,
1998, and incorporated herein by this
reference.
10.15 International Comfort Products Corporation IBR
Employee Stock Option Plan filed as Exhibit
4.1 to the Company's Registration Statement
on Form S-8 filed with the Commission on
March 16, 1995, and incorporated herein by
this reference.
10.16 International Comfort Products Corporation IBR
1998 Stock Option Plan filed as Exhibit 10.30
to the Registrant's Registration Statement on
Form S-4 (File No. 333-58837) filed with the
Commission on July 10, 1998, and incorporated
herein by this reference.
10.17 International Comfort Products Corporation IBR
Share Compensation Arrangement for
Non-Employee Directors filed as Exhibit 10.3
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 filed
with the Commission on March 30, 1998, and
incorporated herein by this reference.
10.18 International Comfort Products Corporation IBR
Long Term Incentive Plan filed as Exhibit
10.25 to ICP(USA)'s Registration Statement on
Form S-1 (File No. 33-56238) filed with the
Commission on December 23, 1992, and
incorporated herein by reference.
10.19 Amendment to International Comfort Products IBR
Corporation Long Term Incentive Plan filed as
Exhibit 10.11 to ICP(USA)'s Annual Report on
Form 10-K for the year ended December 31,
1993 filed with the Commission on March 28,
1994, and incorporated herein by reference.
10.20 International Comfort Products Corporation IBR
1997 Long Term Incentive Plan for Senior
Management filed as Exhibit 10.6 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1997 filed with the
Commission on March 30, 1998, and
incorporated herein by this reference.
10.21 ICP(USA) Share Ownership Savings Plan filed IBR
as Exhibit 10.26 to ICP(USA)'s Registration
Statement on Form S-1 (File No. 33-56238)
filed with the Commission on December 23,
1992, and incorporated herein by this
reference.
II-9
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ---------- ---------------------------------- -----------
10.22 Amendments to ICP(USA)'s Share Ownership IBR
Savings Plan filed as Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1997 filed with the
Commission on March 30, 1998, and
incorporated herein by this reference.
10.23 Retirement Plan for Salaried Employees filed IBR
as Exhibit 10.27 to ICP(USA)'s Registration
Statement on Form S-1 (File No. 33-56238)
filed with the Commission on December 23,
1992, and incorporated herein by this
reference.
10.24 Supplemental Retirement Benefit Agreement IBR
dated September 1, 1994 with W. Michael Clevy
filed as Exhibit 10.16 to ICP(USA)'s Annual
Report on Form 10-K for the year ended
December 31, 1995 filed with the Commission
on March 28, 1996, and incorporated herein by
this reference.
10.25 Termination Agreement with W. Michael Clevy IBR
filed as Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1997 filed with the Commission
on March 30, 1998, and incorporated herein by
this reference.
10.26 Termination Agreement with Stephen L. Clanton IBR
filed as Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1997 filed with the Commission
on March 30, 1998, and incorporated herein by
this reference.
10.27 Termination Agreement with Herman V. Kling *
10.28 Change in Control Agreement with W. Michael IBR
Clevy filed as Exhibit 10.11 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed with the Commission
on May 14, 1999, and incorporated herein by
this reference.
10.29 Change in Control Agreement with David P. IBR
Cain filed as Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed with the Commission
on May 14, 1999, and incorporated herein by
this reference.
10.30 Change in Control Agreement with Stephen L.Clanton **
10.31 Change in Control Agreement with Douglas K. IBR
Gibbs filed as Exhibit 10.13 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed with the Commission
on May 14, 1999, and incorporated herein by
this reference.
10.32 Change in Control Agreement with Herman V. Kling ***
II-10
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ---------- ---------------------------------- -----------
10.33 Change in Control Agreement with Francis C.Harrell ***
10.34 Change in Control Agreement with Robert C. Henningsen ***
10.35 Change in Control Agreement with Augusto H. Millan ***
10.36 Change in Control Agreement with David B. Schumacher ***
10.37 Change in Control Agreement with Karla G. Smith ***
10.38 Change in Control Agreement with H. David Tayler ***
10.39 Change in Control Agreement with James R. Wiese ***
10.40 Registration Rights Agreement dated May 29, 1998 IBR
among the Company, P.E./DelMar, Inc. and Watsco
Components, Inc. filed as Exhibit 10.40 to the
Company's registration statement on Form S-3 filed
with the Commission on July 15, 1999 and incorporated
herein by this reference.
23.1 Consent of Arthur Andersen LLP, independent IBR
chartered accountants filed as Exhibit 23.1 to
Amendment Number 1 to the Company's registration
statement on Form S-3 filed with the Commission
on July 27, 1999 and incorporated herein by this
reference.
23.2 Consent of PricewaterhouseCoopers LLP, independent IBR
chartered accountants filed as Exhibit 23.2 to
Amendment Number 1 to the Company's registration
statement on Form S-3 filed with the Commission
on July 27, 1999 and incorporated herein by this
reference.
23.3 Consent of Tuke Yopp & Sweeney, PLC
(included in their opinion filed as Exhibit 5)
24 Powers of Attorney, filed as Exhibit 24 to the IBR
Company's registration statement on Form S-3 filed
with the Commission on July 15, 1999 and incorporated
herein by this reference.
99.1 The Company's Schedule 14D-9 dated June 30, 1999 IBR
and filed with the Commission on June 30, 1999,
and incorporated herein by this reference.
99.2 Amendment No.1 to the Company's Schedule 14D-9 dated IBR
July 20, 1999 and filed with the Commission on July
20, 1999, and incorporated herein by this reference.
99.3 Directors' Circular dated as of June 30, 1999 issued IBR
by the Company and filed as Exhibit 6 to the Company's
Schedule 14D-9 dated June 30, 1999 and filed with the
Commission on June 30, 1999, and incorporated herein
by this reference.
- ----------------------
IBR Document incorporated by reference from previous filing
* Document not filed because substantially identical to Exhibit 10.26
** Document not filed because substantially identical to Exhibit 10.29
*** Document not filed because substantially identical to Exhibit 10.31
II-11
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