SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 27, 1999
INTERNATIONAL COMFORT PRODUCTS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Canada
(State or Other Jurisdiction of Incorporation)
1-7955 98-0045209
(Commission File Number) (IRS Employer Identification Number)
501 Corporate Centre Drive, Suite 200, Franklin, Tennessee 37067
(Address of principal executive offices) (Zip Code)
(615) 771-0200
Registrant's telephone number, including area code
Page 1 of 5 pages
Exhibit Index - page 4
Item 5. OTHER EVENTS
On July 27, 1999, an individual shareholder of International Comfort Products
Corporation (the "Company") who had tendered shares in the pending tender offer
by United Technologies Corporation, a Delaware corporation ("UTC") and Titan
Acquisitions, Ltd., a New Brunswick, Canada corporation and a wholly-owned
subsidiary of UTC ("UTCSub") for all of the outstanding shares of the Company
filed a class action complaint against UTC, UTCSub and two of their respective
officers. The complaint, which was filed in the United States District Court
for the Middle District of Tennessee, alleges that certain arrangements
between UTC and certain employees of the Company that are disclosed in UTC's
tender offer materials violated certain provisions of the United States
federal securities laws.
The Company is not a party to the litigation described in the preceding
paragraph. The Company believes the claims to be without merit and is
advised that UTC, UTCSub and their officers intend to defend these claims
vigorously. The complaint seeks compensatory damages, but does not seek
to enjoin the tender offer.
A copy of the press release that was issued by the attorneys representing the
plaintiff with respect to the litigation described in the preceding paragraphs
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by this reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Pursuant to Item 601 of Regulation S-K (29 C.F.R. Sec. 229.601), the Company
has furnished the following Exhibits to this Current Report on Form 8-K:
Exhibit No. Description
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99.1 Press Release dated July 27, 1999 issued by
Milberg Weiss Bershad Hynes & Lerach, LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized 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
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EXHIBIT INDEX
Exhibit No.
Under Reg. Sequential
S-K, Item 601 Description Page Number
- ------------- ------------------------------------ -----------
99.1 Press Release dated July 27, 1999 issued by 5
Milberg Weiss Bershad Hynes & Lerach, LLP
Milberg Weiss Announces Class Action Filed Against United Technologies for
Illegal Payoffs in Connection With Its Purchase of International Comfort
Products Corporation
SAN DIEGO--(BUSINESS WIRE)--July 27, 1999--Milberg Weiss announced that a
securities class action was commenced today in the United States District
Court for the Middle District of Tennessee on behalf of persons who tendered
shares of International Comfort Products Corporation ("ICP") (AMEX:ICP -
news) to United Technologies Corporation (NYSE:UTX - news) and its wholly-
owned subsidiary, Triton Acquisitions Limited (collectively, "UTC"), in
connection with UTC's offer to purchase the outstanding shares of ICP at
$11.75 per share (the "Tender Offer").
The complaint charges UTC and certain of its senior executives with
violations of the federal securities laws arising out of defendants' unlawful
payments of as much as $30 million to senior ICP executives to obtain their
assistance and support in consummating the Tender Offer. Plaintiff alleges
that by offering to pay and/or paying tens of millions of dollars of special
payments to senior ICP executives, defendants have violated the provisions of
Section 14 of the Securities Exchange Act of 1934 and the SEC regulations
promulgated thereunder.
Plaintiff seeks to recover damages on behalf of all public stockholders of
ICP who tendered their common stock to defendants in the Tender Offer (the
"Class"). The plaintiffs are represented by several law firms, including
Milberg Weiss Bershad Hynes & Lerach LLP, who have expertise in prosecuting
investor class actions and extensive experience in actions involving
financial fraud.
Milberg Weiss has been actively engaged in commercial litigation, emphasizing
securities and antitrust class actions, for more than 30 years. The firm has
offices in New York, San Diego, San Francisco, Los Angeles and Boca Raton and
is active in major litigation pending in federal and state courts throughout
the United States. The firm's reputation for excellence has been recognized
on repeated occasions by courts which have appointed the firm to major
positions in complex multi-district or consolidated litigations. Milberg
Weiss has taken a lead role in numerous important actions on behalf of
defrauded investors, and has been responsible for a number of outstanding
recoveries which, in the aggregate, total approximately $2 billion. Visit the
firm's Web site at http://www.milberg.com.
If you are a member of the Class described above and wish to serve as lead
plaintiff of the Class, you must, no later than 60 days from today, move the
Court. If you wish to discuss this action or have any questions concerning
this notice or your rights or interests, please contact plaintiffs' counsel,
William Lerach or Darren Robbins of Milberg Weiss at 800/449-4900 or via e-
mail at [email protected].
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Contact:
Milberg Weiss Bershad Hynes & Lerach, LLP
William Lerach, 800/449-4900
[email protected]
