-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OkLvc1VxA4itJkiZlEeDWPmKM1xymaAK6/g3UhDAoS3kU0PocffktAI/7CBVtaaa SZd2bnmfeSbVjJtJ6HWR9Q== 0000950134-99-011334.txt : 19991222 0000950134-99-011334.hdr.sgml : 19991222 ACCESSION NUMBER: 0000950134-99-011334 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LENNOX INTERNATIONAL INC CENTRAL INDEX KEY: 0001069202 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 420991521 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56671 FILM NUMBER: 99778495 BUSINESS ADDRESS: STREET 1: 2100 LAKE PARK BLVD CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9724975440 MAIL ADDRESS: STREET 1: LENNOX INTERNATIONAL STREET 2: 2100 LAKE PARK BLVD CITY: RICHARDSON STATE: TX ZIP: 75080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANDERSON DAVID H CENTRAL INDEX KEY: 0001099752 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2100 LAKE PARK BLVD CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9724875000 MAIL ADDRESS: STREET 1: 2100 LAKE PARK BLVD CITY: RICHARDSON STATE: TX ZIP: 75080 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* LENNOX INTERNATIONAL INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 526107 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) David H. Anderson, 2140 Lake Park Blvd., Richardson, Texas 75080 (972) 497-5000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP No. 526107 10 7 Page 2 of 6 Pages - ---------------------------------------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) David H. Anderson - ---------------------------------------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) .............................................................................[ ] (b) .............................................................................[ ] - ---------------------------------------------------------------------------------------------------------------- (3) SEC Use Only - ---------------------------------------------------------------------------------------------------------------- (4) Source of Funds PF - ---------------------------------------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States Citizen - ---------------------------------------------------------------------------------------------------------------- Number of (7) Sole Voting Power 3,980,693 shares Shares Bene- ------------------------------------------------------------------------------------------ ficially (8) Shared Voting Power 287,661 shares Owned by ------------------------------------------------------------------------------------------ Each (9) Sole Dispositive Power 3,980,693 shares Reporting ------------------------------------------------------------------------------------------ Person With (10) Shares Dispositive Power 287,661 shares - ---------------------------------------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,268,354 shares - ---------------------------------------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ---------------------------------------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.5% - ---------------------------------------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - ----------------------------------------------------------------------------------------------------------------
3 Page 3 of 6 Pages Item 1. SECURITY AND ISSUER This statement relates to the shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of Lennox International Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 2140 Lake Park Blvd., Richardson, Texas 75080. Item 2. IDENTITY AND BACKGROUND This statement is filed by David H. Anderson, whose principal business address is 2140 Lake Park Blvd., Richardson, Texas 75080. Mr. Anderson is a member of the Board of Directors of the Company. In addition, Mr. Anderson currently serves as the Co-Executive Director of the Santa Barbara Museum of Natural History, as legal counsel for a local land conservation organization in Santa Barbara County and as a member of certain other organizations' boards of directors. Mr. Anderson is a citizen of the United States. The remaining sub-items of Item 2 are not applicable to Mr. Anderson. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On October 1, 1999, Mr. Anderson received 167 shares of Common Stock as director compensation. These shares were contributed to the David H. Anderson Trust (the "D.A. Trust"). Mr. Anderson is trustee of the D.A. Trust. All other Shares beneficially owned by Mr. Anderson were acquired primarily through a combination of inheritance, gift, the Company's former dividend reinvestment plan and the purchase of shares from other stockholders. Item 4. PURPOSE OF THE TRANSACTION Mr. Anderson acquired the Shares beneficially owned by him for investment. Mr. Anderson does not have any plans, nor has he made proposals, which relate to or would result in any of the events enumerated in paragraphs (a) through (j) of Item 4 to Schedule 13D. However, Mr. Anderson reserves the right to acquire additional shares, to dispose of shares or to formulate other purposes, plans or proposals to the extent he deems advisable in light of his personal investment needs (and, in his capacity as trustee of the trusts described in Item 5, the investment needs of such trusts), market conditions and other factors. 4 Page 4 of 6 Pages Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of November 1, 1999, Mr. Anderson beneficially owns an aggregate of 4,268,354 shares of Common Stock, constituting approximately 9.5% of the outstanding shares of Common Stock. (b) Mr. Anderson is deemed to directly beneficially own an aggregate of 120,450 shares of Common Stock subject to options previously granted by the Company that are currently exercisable or will become exercisable within 60 days of the date of the filing of this Schedule 13D. Such shares represent approximately .3% of the outstanding shares of Common Stock. In the event Mr. Anderson exercises such options, he will have sole power to vote and dispose of the shares issued upon such exercise. Mr. Anderson may also be deemed to indirectly beneficially own 3,751,508 shares of Common Stock owned by the D.A. Trust. Mr. Anderson is the sole trustee of the D.A. Trust and in such capacity has the sole power to dispose of and vote the Shares held by the D.A. Trust. The shares of Common Stock owned by the D.A. Trust represent approximately 8.3% of the outstanding shares of Common Stock. Mr. Anderson may also be deemed to indirectly beneficially own 41,910 shares of Common Stock owned by the Leo E. Anderson Trust (the "L.A. Trust"). Mr. Anderson is the sole trustee of the L.A. Trust and in such capacity has the sole power to dispose of and vote the Shares held by the L.A. Trust. The shares of Common Stock owned by the L.A. Trust represent approximately .9% of the outstanding shares of Common Stock. Mr. Anderson may also be deemed to indirectly beneficially own 66,825 shares of Common Stock owned by the Betty Oakes Trust (the "B.O. Trust"). Mr. Anderson is the sole trustee of the B.O. Trust and in such capacity has the sole power to dispose of and vote the Shares held by the B.O. Trust. The shares of Common Stock owned by the B.O. Trust represent approximately .15% of the outstanding shares of Common Stock. Mr. Anderson may be deemed to indirectly beneficially own 199,881 shares of Common Stock owned by the Kristin H. Anderson Trust (the "K.A. Trust"). Mr. Anderson is a co-trustee of the K.A. Trust and in such capacity shares the power to dispose of and vote the Shares held by the K.A. Trust. The shares of Common Stock owned by the K.A. Trust represent approximately .44% of the outstanding shares of Common Stock. Mr. Anderson may be deemed to indirectly beneficially own 87,780 shares of Common Stock owned by his minor child. Mr. Anderson shares the power to dispose of and vote the Shares held by his child. The shares of Common Stock owned by Mr. Anderson's child represent .2% of the outstanding shares of Common Stock. (c) The only transaction effected by Mr. Anderson in the past sixty days was the receipt of 167 shares of Common Stock described in Item 3 above. 5 Page 5 of 6 Pages Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to a Lock-Up Letter executed by Mr. Anderson on July 28, 1999 in connection with the Company's initial public offering, Mr. Anderson has agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters in the Company's initial public offering, he will not, during the period ending 180 days after July 28, 1999, offer, pledge, sell or otherwise transfer or dispose of any shares of Common Stock, subject to certain exceptions. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Lock-Up Letter, dated July 28, 1999, executed by David H. Anderson. 6 Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 21, 1999 /s/ David H. Anderson ------------------------- David H. Anderson 7 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 1 Lock-Up Letter, dated July 28, 1999, executed by David H. Anderson.
EX-99.1 2 LOCK-UP LETTER DATED JULY 28, 1999 1 EXHIBIT 1 FORM OF LOCK-UP LETTER July 28, 1999 Morgan Stanley & Co. Incorporated Credit Suisse First Boston Corporation Warburg Dillon Read LLC Morgan Stanley & Co. International Limited Credit Suisse First Boston (Europe) Limited UBS AG acting through its division Warburg Dillon Read c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Ladies and Gentlemen: The undersigned understands that Morgan Stanley & Co. Incorporated and Morgan Stanley & Co. International Limited (collectively "MORGAN STANLEY") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with Lennox International Inc., a Delaware corporation (the "COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Morgan Stanley (the "UNDERWRITERS"), of ______________ shares (the "SHARES") of the common stock, par value $.01 per share, of the Company (the "COMMON STOCK"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the undersigned shall be permitted to make a bona fide gift of shares of Common Stock during such period if the undersigned delivers to Morgan Stanley a letter substantially similar to this letter executed by the donee. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement or (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date 2 hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Please sign your name or names exactly as printed below. For a joint account, each joint owner should sign. Persons signing in a representative capacity should indicate their capacity. Very truly yours, /s/ DAVID H. ANDERSON -------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----