<PAGE>
As filed with the Securities and Exchange Commission on June 2, 1998
Registration No.
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________
YORK INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3473472
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
631 South Richland Avenue 17403
York, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
York International Corporation Amended and Restated 1992 Omnibus Stock Plan
(Full title of the plan)
Jane G. Davis
Vice President, Secretary and General Counsel
York International Corporation
631 South Richland Avenue
York, Pennsylvania 17403
(Name and address of agent for service)
(717) 771-7890
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate registration fee
share* offering price
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,380,000
$.005 Par Value Shares $50.00 $69,000,000 $20,355
- -----------------------------------------------------------------------------------------------------------
</TABLE>
* Calculated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) and (h), based upon the reported closing price of York
International Corporation Common Stock on the New York Stock Exchange, Inc.
on May 29, 1998.
(The Exhibit Index is found on page 5)
<PAGE>
PART II
PRIOR REGISTRATION STATEMENT
This registration statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering additional shares
of Common Stock of the registrant in connection with its Amended and Restated
1992 Omnibus Stock Plan (the "Plan"). A registration statement on Form S-8,
File No. 33-64684 (the "Prior Registration Statement") was filed on June 18,
1993 in respect of shares of Stock to be offered pursuant to the Plan and is
currently effective. The contents of the Prior Registration Statement, to the
extent not otherwise amended or superseded by the contents hereof, are
incorporated herein by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
---------
Exhibit Number Description
-------------- -----------
5.1 Opinion of Jane G. Davis
23.1 Consent of Jane G. Davis (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney
<PAGE>
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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of York, Commonwealth of Pennsylvania, on June 1,
1998.
YORK INTERNATIONAL CORPORATION
/ S / Jane G. Davis
By: _________________________________
Jane G. Davis
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C>
*
_______________________________ June 1, 1998
Robert N. Pokelwaldt
Chief Executive Officer and Director
*
_______________________________ June 1, 1998
John R. Tucker President, Chief Operating
Officer and Director
*
_______________________________ June 1, 1998
C. David Myers, Controller
*
_______________________________ June 1, 1998
Malcolm W. Gambill, Director
*
_______________________________ June 1, 1998
Robert F. B. Logan, Director
*
_______________________________ June 1, 1998
Gerald C. McDonough, Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
*
_____________________________ June 1, 1998
Donald M. Roberts, Director
*
_____________________________ June 1, 1998
James A. Urry, Director
*
_____________________________ June 1, 1998
John E. Welsh, III, Director
*
_____________________________ June 1, 1998
Walter B. Wriston, Director
/ S / Jane G. Davis
*By____________________________
Jane G. Davis
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
5.1 Opinion of Jane G. Davis
23.1 Consent of Jane G. Davis (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney
</TABLE>
<PAGE>
Exhibit 5.1
June 1, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This opinion is delivered in connection with the registration under the
Securities Act of 1933, as amended (the "Act") of 1,380,000 shares (the
"Shares") of Common Stock, par value $.005 per share, of York International
Corporation, a Delaware corporation (the "Company"), to be issued in connection
with the Company's Amended and Restated 1992 Omnibus Stock Plan (the "1992
Plan") pursuant to a registration statement on Form S-8 filed on the date hereof
(the "Registration Statement").
The undersigned is the General Counsel and Secretary of the Company and
is familiar with the Company's charter, by-laws, and resolutions of the Company
authorizing the issuance of the Shares and with the Registration Statement.
Based upon the foregoing the undersigned is of the opinion that the
Shares have been duly authorized for issuance by all necessary corporate action
and will be, when issued as authorized under the 1992 Plan and for the
consideration described therein, validly issued, fully paid and nonassessable.
The undersigned consents to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
Jane G. Davis
Vice President, Secretary &
General Counsel
26099-5
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
York International Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of York International Corporation of our reports dated February 10,
1998, relating to the consolidated balance sheets of York International
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, cash flows and stockholders' equity and
the related schedule for each of the years in the three-year period ended
December 31, 1997, which reports appear in or are incorporated by reference in
the December 31, 1997 annual report on Form 10-K of York International
Corporation. Our reports refer to the Company's adoption, effective October 1,
1995, of the provisions of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of."
Harrisburg, Pennsylvania
June 1, 1998
26099-6
<PAGE>
EXHIBIT 24.1
YORK INTERNATIONAL CORPORATION
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of York International Corporation, a Delaware corporation (the
"Company"), hereby constitute and appoint Jane G. Davis and C. David Myers, or
any of them acting singly or jointly, the true and lawful agents and attorney-
in-fact of the undersigned with full power and authority in said agents and
attorneys-in-fact, or any of them, to sign for the undersigned and in their
respective names, as directors and as officers of the Company, the Registration
Statement of the Company on Form S-8 or other appropriate form (and any pre-
effective or post-effective amendments or supplements to such Registration
Statement), to be filed under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission relating to the Common Stock to be issued by
the Company in connection with the Company's Amended and Restated 1992 Omnibus
Stock Plan.
Capacity Date
- -------- ----
_______________________________ May 14, 1998
Robert N. Pokelwaldt, Chairman of the Board
and Chief Executive Officer
(principal executive officer)
_______________________________ May 14, 1998
C. David Myers, Controller
(principal financial officer and principal
accounting officer)
<PAGE>
_______________________________ May 14, 1998
John R. Tucker, President, Chief
Operating Officer and Director
_______________________________ May 14, 1998
Malcolm W. Gambill, Director
_______________________________ May 14, 1998
Robert F. B. Logan, Director
_______________________________ May 14, 1998
Gerald C. McDonough, Director
_______________________________ May 14, 1998
Donald M. Roberts, Director
_______________________________ May 14, 1998
James A. Urry, Director
_______________________________ May 14, 1998
John E. Welsh, III, Director
_______________________________ May 14, 1998
Walter B. Wriston, Director
