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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 28, 1999 (October 27, 1999)
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SERVICE EXPERTS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-13037 62-1639453
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
Six Cadillac Drive
Suite 400
Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
(615) 371-9990
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 pages
Exhibit Index located on Page 4
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ITEM 5. OTHER EVENTS.
On October 27, 1999, Service Experts, Inc., a Delaware
corporation (the "Company"), announced that it had entered into a definitive
Agreement and Plan of Merger ("Merger Agreement") with Lennox International Inc.
("Lennox") pursuant to which Lennox will acquire the Company with each share of
the Company's Common Stock, $.01 par value per share, being exchanged for 0.67
shares of Lennox (the "Merger"). The Merger is expected to be completed in the
first quarter 2000 and is subject to customary closing conditions, including
regulatory approvals and votes by the shareholders of the Company and Lennox. In
connection with the Merger Agreement, the Company granted Lennox an option to
purchase 19.9% of its currently outstanding shares, exercisable under certain
circumstances (the "Option Agreement"). In addition, certain directors and
executive officers of the Company and Lennox have agreed to vote their shares in
favor of the transaction pursuant to shareholder voting agreements ("Shareholder
Voting Agreements"). Copies of the Merger Agreement, Option Agreement and form
of Shareholder Voting Agreement executed by certain Lennox shareholders are
attached hereto and incorporated by reference.
The Company also announced that earnings for the third quarter
ended September 30, 1999 are expected to fall below analysts' published
expectations. A copy of the press release announcing the Merger and the
Company's expected earnings is attached hereto and is incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
None Required.
(b) Pro Forma Financial Information.
None Required.
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of
October 26, 1999, among the Company, Lennox
and LII Acquisition Corporation
99.2 Stock Option Agreement, dated as of October
26, 1999, between the Company and Lennox
99.3 Form of Shareholder Agreement, dated October
26, 1999, between the Company and certain
shareholders of Lennox
99.4 Copy of press release issued by the Company
on 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.
SERVICE EXPERTS, INC.
By: /s/ Anthony M. Schofield
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Anthony M. Schofield
Chief Financial Officer, Secretary
and Treasurer
Date: October 28, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99.1 Agreement and Plan of Merger, dated as of October 26, 1999, among the
Company, Lennox and LII Acquisition Corporation
99.2 Stock Option Agreement, dated as of October 26, 1999, between the
Company and Lennox
99.3 Form of Shareholder Agreement, dated October 26, 1999, between the
Company and certain shareholders of Lennox
99.4 Copy of press release issued by the Company on October 27, 1999
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