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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
LENNOX INTERNATIONAL INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
526107 10 7
(CUSIP Number)
Richard W. Booth, c/o Carl E. Edwards, Jr., 2140 Lake Park Blvd.,
Richardson, Texas 75080
(972) 497-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 1, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
CUSIP No. 526107 10 7 Page 2 of 5
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
Richard W. Booth
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)or 2(e)
[ ]
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(6) Citizenship or Place of Organization
United States Citizen
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Number of (7) Sole Voting Power 888,901 shares
Shares -----------------------------------------------------------------
Beneficially (8) Shared Voting Power 53,333 shares
Owned by -----------------------------------------------------------------
Each (9) Sole Dispositive Power 888,901 shares
Reporting -----------------------------------------------------------------
Person With (10)Shares Dispositive Power 53,333 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
942,234
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
1.7%
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(14) Type of Reporting Person (See Instructions)
IN
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STATEMENT ON SCHEDULE 13D
Richard W. Booth hereby amends and supplements his Statement on Schedule
13D as originally filed on August 12, 1999 and amended as of November 1, 2000 by
Amendment No. 1 (collectively, the "Amended Statement"), with respect to common
stock, par value $.01 per share (the "Common Stock"), of Lennox International
Inc., a Delaware corporation (the "Company"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned to
such term in the Amended Statement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Statement is hereby amended and supplemented as
follows as of February 1, 2001:
(a) Mr. Booth beneficially owns an aggregate of 942,234 shares of
Common Stock, constituting approximately 1.7% of the outstanding shares
of Common Stock.
(b) Mr. Booth directly beneficially owns 708,295 shares of Common
Stock, constituting approximately 1.3% of the outstanding shares of
Common Stock. Mr. Booth has the sole power to dispose of and vote
such shares. Mr. Booth is deemed to directly beneficially own an
aggregate of 128,136 shares of Common Stock subject to options
previously granted by the Company that are currently exercisable.
Such shares represent approximately 0.2% of the outstanding shares of
Common Stock. In the event Mr. Booth exercises such options, he will
have sole power to vote and dispose of the shares issued upon such
exercise.
Mr. Booth may be deemed to indirectly beneficially own 52,470
shares of Common Stock owned by the Anderson GST Exempt Trust for the
benefit of David H. Anderson. Mr. Booth is the sole trustee of the
Trust and in such capacity has the power to dispose of and vote the
shares held by the Trust. The shares of Common Stock owned by the
Trust represents less than 0.1% of the outstanding shares of Common
Stock.
Mr. Booth may be deemed to indirectly beneficially own 53,333
shares of Common Stock owned by the Richard W. Booth and Anne C. Booth
Charitable Remainder Unitrust ("Charitable Remainder Trust"). Mr.
Booth is a co-trustee of the Charitable Remainder Trust and in such
capacity shares the power to dispose of and vote the shares held by
the Charitable Remainder Trust. The shares of Common Stock owned by
the Charitable Remainder Trust represents less than 0.1% of the
outstanding shares of Common Stock.
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(c) On February 1, 2001, Mr. Booth resigned as trustee of the Trusts
for the benefit of Anne Zink and, therefore, no longer has the
capacity to dispose of or vote the 2,036,364 shares of Common Stock
held by such Trusts. Since the filing of Amendment No. 1, Mr. Booth has
received quarterly payments in shares of Common Stock for serving as a
director of the Company totaling 265 shares.
(d) NA
(e) This amendment is being filed to report the fact that as of
February 1, 2001, the reporting person ceased to be the beneficial
owner of more than five percent (5%) of the Common Stock of the
Company.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 19, 2001
/s/ Richard W. Booth
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Richard W. Booth