UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): April 5, 2005
LENNOX INTERNATIONAL INC.
| Delaware | 001-15149 | 42-0991521 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) |
| 2140 Lake Park Blvd. | ||
| Richardson, Texas | 75080 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 497-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On April 5, 2005, Lennox International Inc. (the “Company”) issued a press release announcing that Outokumpu Copper Products OY of Finland has exercised its option to purchase the Company’s 45 percent interest in their heat transfer joint venture for approximately $39 million. The transaction is conditioned on the sale of Outokumpu Copper Products OY to Nordic Capital, announced on April 5 by Outokumpu. A copy of such press release is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| EXHIBIT | ||
| NUMBER | DESCRIPTION | |
99.1
|
Press release dated April 5, 2005. |
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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. |
||||
| Date: April 7, 2005 | By: | /s/ Kenneth C. Fernandez | ||
| Name: | Kenneth C. Fernandez | |||
| Title: | Associate General Counsel | |||
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| EXHIBIT | ||
| NUMBER | DESCRIPTION | |
99.1
|
Press release dated April 5, 2005. |
4
EXHIBIT 99.1
Lennox International to sell interest in heat transfer joint venture to Outokumpu
(DALLAS, TX — April 5, 2005) — Lennox International Inc. (NYSE: LII) announced today that Outokumpu Copper Products OY of Finland has exercised its option to purchase LII’s 45 percent interest in their heat transfer joint venture for approximately $39 million. The transaction is conditioned on the sale of Outokumpu Copper Products OY to Nordic Capital, announced publicly today by Outokumpu. The financial impact of this transaction is not expected to significantly impact LII’s 2005 financial performance, excluding an anticipated gain on the sale, which will be quantified when the transaction is completed.
The boards of directors of both companies have approved the transaction, which is expected to close late in the second quarter of 2005. Nearly three years ago LII and Outokumpu announced a joint venture, with Outokumpu initially purchasing a 55 percent interest in LII’s heat transfer business segment for $55 million.
“Outokumpu’s purchase of LII’s remaining interest in the heat transfer business joint venture allows us to further focus our energy and resources on our three core businesses: Heating & Cooling, Refrigeration, and Service Experts,” said Bob Schjerven, LII chief executive officer.
Operating in over 100 countries, Lennox International Inc. is a global leader in the heating, ventilation, air conditioning, and refrigeration markets. Lennox International stock is traded on the New York Stock Exchange under the symbol “LII.” Additional information is available at www.lennoxinternational.com or by contacting Karen O’Shea, Vice President, Communications and Public Relations, at 972-497-5258.
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from such statements. For information concerning these risks and uncertainties, see LII’s publicly available filings with the Securities and Exchange Commission. LII disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.