-----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, PQ4kpfJb523x9eDu+9gmY2qskLT0HGyEeMR/jBkdNVeZ51y/cTqYPPhojY+gBULI SpCNeNGifQ9H7q9HO/Zxhg== 0000000000-05-055267.txt : 20060906 0000000000-05-055267.hdr.sgml : 20060906 20051101072312 ACCESSION NUMBER: 0000000000-05-055267 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051101 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: YORK INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000842662 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 133473472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 631 S RICHLAND AVE CITY: YORK STATE: PA ZIP: 17403 BUSINESS PHONE: 7177717890 MAIL ADDRESS: STREET 1: 631 SOUTH RICHLAND AVENUE CITY: YORK STATE: PA ZIP: 17403 FORMER COMPANY: FORMER CONFORMED NAME: YORK HOLDINGS CORP DATE OF NAME CHANGE: 19910930 LETTER 1 filename1.txt Mail Stop 7010 October 31, 2005 C. David Myers President and Chief Executive Officer York International Corporation 631 South Richland Avenue York, Pennsylvania 17403 Re: York International Corporation Schedule 14A Amended October 24, 2005 File No. 001-10863 Dear Mr. Myers: We have reviewed your amended filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Background of the Merger, page 8 1. Please disclose why you disregarded the internal initiatives and strategic transaction mentioned in the first paragraph. Also, we note your supplemental response to comment 5 of our October 12, 2005 letter that York received no proposals for a business combination during the time period while it was discussing and considering Johnson Control`s proposal. Please tell us whether you received other proposals for a business combination in the recent period prior to discussing and considering Johnson Control`s proposal as well as the amount of consideration and the reasons for rejecting the offer. 2. We note the revisions in response to our prior comment number 8. Please disclose whether any other values were discussed and why the merger consideration was increased from $55.00 to $56.50. York`s Reasons for the Merger; Recommendation of the York Board of Directors, page 9 3. We reissue comment 10 of our October 12, 2005 letter. Please elaborate on the conclusions drawn from each factor considered. Other Factors, page 14 4. We note your supplemental response that Credit Suisse did not consider these other factors to be material to its fairness assessment and did not draw any conclusion from them. Please disclose this in the proxy statement. Closing Comments As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. Please contact Craig Slivka, Staff Attorney, at (202) 551-3729 or in his absence Chris Edwards, Special Counsel, at (202) 551-3742 with any questions. Sincerely, Assistant Director Pamela A. Long CC: Matt Guest, Esq. (212) 403-2341 ?? ?? ?? ?? C. David Myers York International Corporation Page 1 of 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0404 DIVISION OF CORPORATION FINANCE -----END PRIVACY-ENHANCED MESSAGE-----