UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Soliciting Material Pursuant to §240.14a-12 |
LENNOX INTERNATIONAL INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required. |
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Lennox International announces agreement to reduce its outstanding shares.
(DALLAS March 20, 2007) Lennox International Inc. (NYSE: LII) announced it has entered
into an agreement with A.O.C. Corporation under which it would acquire 2,695,770 shares of LII
common stock owned by A.O.C. in exchange for 2,239,589 newly-issued LII common shares. The effect
of this transaction would be to reduce the number of outstanding shares of LII common stock by
456,181 shares, at minimal cost to LII.
Thomas
W. Booth, Stephen R. Booth, John W. Norris, III and Jeffrey D. Storey, M.D., each a
member of LIIs Board of Directors, as well as other LII stockholders who are their immediate
family members, are, individually or through trust arrangements, shareholders of A.O.C. A.O.C.s
assets consist solely of 2,695,770 shares of our common stock and cash. Following this transfer,
A.O.C. would liquidate and distribute the newly issued LII stock to its shareholders. The
transaction is subject to the satisfaction of certain conditions, including the approval of LIIs
shareholders and the receipt of a private letter ruling from the Internal Revenue Service that the
transaction would qualify as a tax-free reorganization.
LII intends to seek stockholder approval for the issuance of these shares at its 2007 Annual
Meeting of Stockholders to be held on May 17, 2007 and to file a preliminary proxy statement
regarding this proposal with the Securities and Exchange Commission. Stockholders are advised to
read the proxy statement when it becomes available because it will contain important information.
Operating in over 100 countries, Lennox International Inc. is a global leader in the heating,
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:
http://www.lennoxinternational.com or by contacting Bill Moltner, vice president, investor
relations, at 972-497-6670. A free copy of the proxy statement can also be obtained at
http://www.sec.gov.