SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 14, 2002
LENNOX INTERNATIONAL INC.
Incorporated pursuant to the Laws of the State of DELAWARE
Commission File Number
001-15149
Internal Revenue Service Employer
Identification No. 42-0991521
2140 Lake
Park Blvd., Richardson, Texas 75080
(972) 497-5000
Page
Item 5. Other Events and Regulation FD Disclosure.
On August 14, 2002, Lennox International Inc. submitted to the Securities and Exchange Commission (“SEC”) the Statements under Oath of Principal Executive Officer and Principal Financial Officer (“Sworn Statements”) in accordance with the SEC’s June 27, 2002 order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). A copy of the Sworn Statements is filed herewith as Exhibits 99.1 and 99.2 and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
| 99.1 | Statement of Oath of Robert E. Schjerven, Principal Executive Officer of Lennox International Inc., Regarding Facts and Circumstances Relating to Exchange Act filings. |
| 99.2 | Statement of Oath of Richard A. Smith, Principal Financial Officer of Lennox International Inc., Regarding Facts and Circumstances Relating to Exchange Act filings. |
SIGNATURE
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/ Richard A. Smith
--------------------------
Name: Richard A. Smith
Title: Executive Vice President, Chief Financial Officer and Treasurer
Date: August 14, 2002
3
INDEX TO EXHIBITS
| Exhibit Number | Description |
| 99.1 | Statement of Oath of Robert E. Schjerven, Principal Executive Officer of Lennox International Inc., Regarding Facts and Circumstances Relating to Exchange Act filings. |
| 99.2 | Statement of Oath of Richard A. Smith, Principal Financial Officer of Lennox International Inc., Regarding Facts and Circumstances Relating to Exchange Act filings. |
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Robert E. Schjerven, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Lennox International Inc., and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with Lennox' audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31,
2001 filed with the Commission of Lennox International Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Lennox International Inc. filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
By: /s/ Robert E. Schjerven Subscribed and sworn to
----------------------- before me this 13th day of
Name: Robert E. Schjerven August 2002.
Title: Chief Executive Officer
Date: August 13, 2002
/s/ Ladye E. Irvin
------------------
Notary Public
My Commission Expires: 9/8/05
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Richard A. Smith, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Lennox International Inc., and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with Lennox' audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31,
2001 filed with the Commission of Lennox International Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Lennox International Inc. filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
By: /s/ Richard A. Smith Subscribed and sworn to
-------------------- before me this 13th day of
Name: Richard A. Smith August 2002.
Title: Chief Financial Officer
Date: August 13, 2002
/s/ Ladye E. Irvin
-------------------
Notary Public
My Commission Expires: 9/8/05