Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
October 6, 2005
(Exact name of registrant as specified in its charter)
Delaware   001-15149   42-0991521
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
2140 Lake Park Blvd.
Richardson, Texas 75080

(Address of principal executive offices, including 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 3.02 Unregistered Sales of Equity Securities.
     On various dates between September 9, 2005 and October 6, 2005, holders of all of the 61/4% Convertible Subordinated Notes Due 2009 of Lennox International Inc. (the “Company”) converted the notes into an aggregate of 7,947,458 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), as described in the table below.
    Principal Amount     Shares of  
Date of Conversion   of Notes Converted ($)     Common Stock Issued  
September 9, 2005
  $ 1,250,000       69,108  
September 12, 2005
  $ 7,453,000       412,050  
September 13, 2005
  $ 4,750,000       262,611  
September 15, 2005
  $ 11,000,000       608,153  
September 19, 2005
  $ 3,700,000       204,561  
September 22, 2005
  $ 10,000,000       552,868  
September 23, 2005
  $ 2,500,000       138,217  
October 4, 2005
  $ 2,455,000       135,729  
October 5, 2005
  $ 16,677,000       922,013  
October 6, 2005
  $ 83,965,000       4,642,148  
  $ 143,750,000       7,947,458  
     As previously reported in the Company’s Current Report on Form 8-K dated September 7, 2005, the Company called for redemption all of the outstanding notes on October 7, 2005. As of September 7, 2005, there was $143.75 million aggregate principal amount of notes outstanding, which could be converted into the Company’s Common Stock at a rate of 55.2868 shares of Common Stock per $1,000 principal amount of notes at any time before the close of business on the business day prior to the redemption date. The notes were issued and the conversion was effected pursuant to the provisions of the Indenture, dated as of May 8, 2002, between the Company and The Bank of New York Trust Company, N.A., as successor trustee to The Bank of New York, as trustee.
     The shares of Common Stock were issued solely to existing security holders upon conversion of the notes pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. The Company did not pay or give, directly or indirectly, any commission or other remuneration for soliciting such conversion.
     The description of the notes and the indenture is set forth under the caption “Description of Notes” in the Company’s prospectus dated December 16, 2003 and filed with the Securities and Exchange Commission under Rule 424 of the Securities Act of 1933 on December 16, 2003, which description is incorporated herein by reference. The indenture and the form of note were filed as an exhibit to the Company’s Current Report on Form 8-K dated September 7, 2005. A copy of the Company’s press release dated October 10, 2005 is furnished as Exhibit 99.1 to this current report.



Item 9.01 Financial Statements and Exhibits.
     (c) Exhibits.
  Press release dated October 10, 2005.



     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.
Date: October 11, 2005  By:   /s/ Kenneth C. Fernandez    
  Name:   Kenneth C. Fernandez   
  Title:   Associate General Counsel   
  Press release dated October 10, 2005.