UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person(s)
Cooper, Janet Katherine
2140 Lake Park Blvd.
Richardson, Texas 75080-2254
2. Issuer Name and Ticker or Trading Symbol
Lennox International Inc. (LII)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
10/04/02
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 2A. 3.Trans- 4.Securities Acquired(A) 5)Amount of 6.Owner- 7)Nature of
action Deemed action or Disposed of (D) Securities ship Indirect
Date Execution Code Beneficially Form: Beneficial
Date, if ---------------------------------- Owned Direct Ownership
(Month/ any A Following (D) or
Day/Year) (Month/ or Reported Indirect
Day/Year) Code V Amount D Price Transaction(s) (I)
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Common Stock, par value 10/3/02 A(1) 645 A $13.5550 10,897 D
$0.01 per share
1
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially
Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 3A. 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action Deemed action Securities Acquired (A) Expiration Date
Price of Date Execution Code or Disposed of (D)
Derivative (Month/ Date, if ----------------------------------------------------------------------
Security Day/ any
Year) (Month/
Day/Year) Code V A D Date Exercisable Expiration Date
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Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially
Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 3A 7)Title and Amount 8)Price 9)Number of 10)Ownership 11)Nature of
Security action Deemed of Underlying of Deri- Derivative Form of Indirect
Date Execution Securities vative Securities Derivative Beneficial
Date, if --------------------------- Secur- Beneficially Security: or Ownership
any Amount or ity Owned Direct (D) or
(Month/ Number of Following Indirect (I)
Day/Year) Title Shares Reported
Transaction(s)
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Explanation of Responses:
(1) Director's Quarterly Stock Compensation
- - Attorney-in-fact pursuant to the power of attorney dated 7/20/99.
SIGNATURE OF REPORTING PERSON
/S/ By: Carl E. Edwards, Jr.
For: Janet Katherine Cooper
DATE 10/4/02
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Carl E. Edwards, Jr. and Anne W. Teeling as the undersigned's
true and lawful attorney-in-fact to:
a. execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Lennox International Inc. (the "Company"),
or one of its subsidiaries, Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
b. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4,
or 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and
c. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required of, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of July 1999.
/s/ Janet K. Cooper
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Janet K. Cooper
