UNITED STATES
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):
October 6, 2005
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-15149
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42-0991521 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
2140 Lake Park Blvd.
Richardson, Texas 75080
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(972) 497-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On various dates between September 9, 2005 and October 6, 2005, holders of all of the 61/4%
Convertible Subordinated Notes Due 2009 of Lennox International Inc. (the “Company”) converted the notes into an aggregate of 7,947,458 shares of the Company’s
common stock, par value $0.01 per share (“Common Stock”), as described in the table below.
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Principal Amount |
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Shares of |
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of Notes Converted ($) |
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Common Stock Issued |
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September 9, 2005 |
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$ |
1,250,000 |
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69,108 |
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September 12, 2005 |
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$ |
7,453,000 |
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412,050 |
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September 13, 2005 |
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$ |
4,750,000 |
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262,611 |
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September 15, 2005 |
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$ |
11,000,000 |
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608,153 |
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September 19, 2005 |
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$ |
3,700,000 |
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204,561 |
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September 22, 2005 |
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$ |
10,000,000 |
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552,868 |
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September 23, 2005 |
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$ |
2,500,000 |
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138,217 |
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October 4, 2005 |
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$ |
2,455,000 |
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135,729 |
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October 5, 2005 |
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$ |
16,677,000 |
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922,013 |
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October 6, 2005 |
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$ |
83,965,000 |
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4,642,148 |
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Total: |
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$ |
143,750,000 |
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7,947,458 |
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As previously reported in the Company’s Current Report on Form 8-K dated September 7,
2005, the Company called for redemption all of the outstanding notes on October 7, 2005. As of
September 7, 2005, there was $143.75 million aggregate principal amount of notes outstanding, which
could be converted into the Company’s Common Stock at a rate of 55.2868 shares of Common Stock per
$1,000 principal amount of notes at any time before the close of business on the business day prior
to the redemption date. The notes were issued and the conversion was effected pursuant to the
provisions of the Indenture, dated as of May 8, 2002, between the Company and The Bank of New York
Trust Company, N.A., as successor trustee to The Bank of New York, as trustee.
The shares of Common Stock were issued solely to existing security holders upon conversion of
the notes pursuant to the exemption from registration provided under Section 3(a)(9) of the
Securities Act of 1933, as amended. The Company did not pay or give, directly or indirectly, any
commission or other remuneration for soliciting such conversion.
The description of the notes and the indenture is set forth under the caption “Description of
Notes” in the Company’s prospectus dated December 16, 2003 and filed with the Securities and
Exchange Commission under Rule 424 of the Securities Act of 1933 on December 16, 2003, which
description is incorporated herein by reference. The indenture and the form of note were filed as
an exhibit to the Company’s Current Report on Form 8-K dated September 7, 2005. A copy of the
Company’s press release dated October 10, 2005 is furnished as Exhibit 99.1 to this current report.