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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 26, 1999
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-15149 42-0991521
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2100 LAKE PARK BLVD., RICHARDSON, TEXAS 75080
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (972) 497-5440
NOT APPLICABLE
(Former name or former address if changed from last report)
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ITEM 5. OTHER EVENTS.
On October 26, 1999, Lennox International Inc. ("Lennox")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Service Experts, Inc. ("SVE") and LII Acquisition Corporation, a wholly-owned
subsidiary of Lennox ("Merger Sub"), pursuant to which Merger Sub will be merged
with and into SVE (the "Merger") and SVE will become a wholly-owned subsidiary
of Lennox. As a result of the Merger, each outstanding share of common stock of
SVE will be converted into 0.67 of a share of common stock of Lennox.
In connection with the execution of the Merger Agreement,
Lennox and SVE entered into a stock option agreement pursuant to which SVE
granted to Lennox an option, exercisable in certain circumstances described
therein, to purchase a number of shares of SVE's common stock equal to
approximately 19.9% of the number of outstanding shares of common stock of SVE.
A copy of the Merger Agreement is attached hereto as Exhibit
2.1 and a copy of the stock option agreement entered into in connection with the
Merger Agreement is attached hereto as Exhibit 2.2. The foregoing description of
the Merger Agreement and stock option agreement is qualified in its entirety by
reference to the full text of such agreements, each of which is incorporated
herein by reference. A copy of the press release of Lennox issued with respect
to the Merger is included as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of October 26, 1999,
among Lennox International Inc., Service Experts, Inc. and LII
Acquisition Corporation.
2.2 Stock Option Agreement, dated as of October 26, 1999, between
Lennox International Inc. and Service Experts, Inc.
99.1 Press Release dated October 27, 1999.
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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.
LENNOX INTERNATIONAL INC.
By: /s/ Carl E. Edwards, Jr.
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Name: Carl E. Edwards, Jr.
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Title: Executive Vice President,
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General Counsel and Secretary
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Date: October 28, 1999
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of October 26, 1999,
among Lennox International Inc., Service Experts, Inc. and LII
Acquisition Corporation.
2.2 Stock Option Agreement, dated as of October 26, 1999, between
Lennox International Inc. and Service Experts, Inc.
99.1 Press Release dated October 27, 1999.