SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

Nortek, Inc.

(Name of Subject Company)

Nevada Corp.

(Offeror)

an indirect wholly owned subsidiary of

Melrose Industries PLC

(Offeror)

(Name of Filing Persons and Offerors)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

656559309

(Cusip Number of Class of Securities)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With copies to:

Eric M. Swedenburg
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-63954
Telephone: 1-212-455-2000 Adam Signy
Simpson Thacher & Bartlett LLP
CityPoint, One Ropemaker Street
London, EC2Y 9HU, United Kingdom
Telephone: +44-207-275-6500

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,480,815,338.00	$149,118.11

*

Estimated solely for purposes of calculating the filing fee. The transaction value was determined by multiplying the offer price of $86.00 per share by 17,218,783, which is the sum of (i) 16,008,461, the number of outstanding shares of Nortek, Inc. common stock (excluding shares of restricted stock), (ii) 906,581, the number of shares issuable pursuant to outstanding options with an exercise price less than the offer price, and (iii) 303,741, the number of shares of restricted stock. The foregoing share figures have been provided by the issuer to the offerors and are as of July 5, 2016 the most recent practicable date.

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the transaction value by 0.0001007.

x Check box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $149,118.11	Filing Party: Melrose Industries PLC
Form or Registration No.: Schedule TO	Date Filed: July 8, 2016

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

xthird-party tender offer subject to Rule 14d-1.

oissue tender offer subject to Rule 13e-4

ogoing-private transaction subject to Rule 13e-3

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

oRule 13e-4(i) (Cross Border Issuer Tender Offer)

oRule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any previous or subsequent amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission on July 8, 2016 by Nevada Corp., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Melrose Industries PLC (“Parent”), a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales with registered number 9800044, in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Nortek, Inc. (the “Company”), a Delaware corporation, at a price of $86.00 per Share, in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions described in the offer to purchase, dated July 8, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are included as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

All information in the Offer to Purchase and the related Letter of Transmittal, which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO, is hereby expressly incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Items 4 and 11.  Terms of the Transaction and Additional Information.

Items 4 and 11 of the Schedule TO are hereby amended and supplemented by adding the following at the end of Section 15—“Conditions to the Offer” of the Offer to Purchase:

“On July 25, 2016, Parent issued a press release, a copy of which is filed as Exhibit (a)(5)(ii) to the Schedule TO and is incorporated herein by reference, announcing that on July 25, 2016, the Parent shareholders approved (i) the acquisition of the Company by Parent for purposes of the United Kingdom stock exchange listing rules, (ii) the creation and authorization of the issuance of ordinary shares of Parent for purposes of Parent’s rights issue of its ordinary shares to its shareholders and (iii) the authorization of Parent to cancel the listing of Parent’s shares on the premium listing segment and to re-admit the listing of such shares on the standard listing segment with respect to the trading of Parent’s shares on the London Stock Exchange. Therefore, the Parent Shareholder Approval Condition has been satisfied.”

Item 12.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(5)(ii)	Press Release issued by Melrose Industries PLC on July 25, 2016.

2

SIGNATURE

After due 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.

Dated: July 25, 2016

NEVADA CORP.
By:	/s/ Matthew Nozemack
	Name:	Matthew Nozemack
	Title:	Vice President and Secretary
MELROSE INDUSTRIES PLC
By:	/s/ Simon Peckham
	Name:	Simon Peckham
	Title:	Chief Executive, Director

3

EX-99.(A)(5)(II)

Exhibit 99.(a)(5)(ii)

July 25, 2016

Melrose Industries PLC

Results of General Meeting

The Board of Melrose Industries PLC (“Melrose” or “the Company”) is pleased to announce that at today’s Melrose General Meeting all resolutions regarding the proposed recommended acquisition of Nortek, Inc. (“Nortek”) and the associated Rights Issue were passed.

Copies of the resolutions have been submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the UK Listing Rules and will be available for inspection at www.hemscott.com/nsm.do.

Details of the poll votes received will shortly be available on the Melrose website.

Enquiries:

Montfort Communications
Charlotte McMullen	+44 (0) 203 514 0897
Sophie Arnold

IMPORTANT NOTICE:

This announcement is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any Nortek Shares. The solicitation of offers to buy Nortek Shares has only been, and will only be, made pursuant to the offer to purchase, the letters of transmittal and related documents, which were filed with the United States Securities and Exchange Commission (“SEC”) on July 8, 2016. Nortek securityholders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement filed by Nortek regarding the tender offer on July 8, 2016 as they contain important information.  Nortek securityholders may obtain free copies of these statements and other documents filed with respect to the tender offer at the SEC’s website at www.sec.gov.  In addition, copies of the tender offer statement and related materials may be obtained for free by directing such requests to the information agent for the tender offer.  The solicitation/recommendation statement and related documents may be obtained by directing such requests to Nortek. This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in Melrose Industries PLC or any other entity. No securities of Melrose Industries PLC have been or will be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an exemption from registration thereunder, or in a transaction not subject to the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.