-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BCXQL2w73jErwTMKuSZEYep49/M6TP6i7jrkTa8cQkKZfG3b0ljBZC2QL/t+y0Iz QKQACDpShimNyAu6GuMVUw== 0000072423-00-000019.txt : 20000510 0000072423-00-000019.hdr.sgml : 20000510 ACCESSION NUMBER: 0000072423-00-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTEK INC CENTRAL INDEX KEY: 0000072423 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 050314991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-30364 FILM NUMBER: 623364 BUSINESS ADDRESS: STREET 1: 50 KENNEDY PLZ CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4017511600 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA CITY: PROVIDENCE STATE: RI ZIP: 02903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BREADY RICHARD L CENTRAL INDEX KEY: 0001013138 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NORTEK INC STREET 2: 50 KENNEDY PLAZA CITY: PROVIDENCE MAIL ADDRESS: STREET 1: C/O NORTEK INC STREET 2: 50 KENNEDY PLAZA CITY: PROVIDENCE STATE: RI ZIP: 02903 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* NORTEK, INC. (Name of Issuer) Common Stock, par value $1.00 per share Special Common Stock, par value $1.00 per share (Title of Class of Securities) 65655910 (CUSIP Number) Richard L. Bready COPY TO: Douglass N. Ellis, Jr., Esq. c/o Nortek, Inc. Ropes & Gray 50 Kennedy Plaza One International Place Providence, RI 02903 Boston, MA 02110 (401) 751-1600 (617) 951-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 4, 2000 (Date of Events which Require 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 Rule 13d-1(b)(3) or (4), check the following box [ ]. page 1 of 6 CUSIP No. 65655910 13D 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only) Richard L. Bready 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization U.S.A. Number of 7. Sole Voting Power Shares Bene- 408,150 shares of Common Stock ficially 1,397,031 shares of Special Common Stock Owned by Each Report- 8. Shared Voting Power ing Person 236,800 shares of Common Stock With 46,263 shares of Special Common Stock 9. Sole Dispositive Power 408,150 shares of Common Stock 1,397,031 shares of Special Common Stock 10. Shared Dispositve Power 236,800 shares of Common Stock 46,263 shares of Special Common Stock page 2 of 6 11. Aggregate Amount Beneficially Owned by Each Reporting Person 408,150 shares of Common Stock 1,397,031 shares of Special Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] The amount set forth in row (11) excludes 236,800 shares of Common Stock and 46,263 shares of Special Common Stock of which Bready disclaims beneficial ownership. 13. Percent of Class Represented by Amount in Row (11) 14.4 percent of Common Stock (including the Special Common Stock in the calculations) 88.8 percent of Special Common Stock 14. Type of Reporting Person (See Instructions) IN Item 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D (the "Statement") relates is the Common Stock, par value $1.00 per share (the "Common Stock") and the Special Common Stock, par value $1.00 per share (the "Special Common Stock"), each of Nortek, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 50 Kennedy Plaza, Providence, Rhode Island 02903. Item 2. Identity and Background. (a) The person filing this Statement is Richard L. Bready (hereinafter, "Bready" or the "Reporting Person"). (b) Bready's business address is Nortek, Inc., 50 Kennedy Plaza, Providence, Rhode Island 02903. (c) Bready's present principal employment is as chairman and chief executive officer of the Issuer. page 3 of 6 (d) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Bready is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. This Amendment is necessary as a result of the recent vesting of stock options held by Bready. On February 17, 1999, Bready was granted options to purchase 75,000 shares of Special Common Stock, of which, 37,500 became exercisable immediately and 37,500 became exercisable on February 17, 2000, resulting in Bready being deemed the beneficial owner of such shares. On May 20, 1999, Bready was granted options to purchase 275,000 shares of Special Common Stock, of which, 137,500 became exercisable immediately and 137,500 will become exercisable on May 20, 2000, resulting in Bready being deemed the beneficial owner of such shares, given that the options are exercisable within 60 days. On February 3, 2000, Bready was granted options to purchase Special Common Stock. Of these options, (1) 50,000 became exercisable immediately, resulting in Bready being deemed the beneficial owner of such shares and (2) 125,000 were immediately vested, but subject to shareholder approval of the Issuer's 2000 Equity and Cash Incentive Plan, which was approved by the Issuer's shareholders on May 4, 2000, resulting in Bready being deemed the beneficial owner of such shares. Item 4. Purpose of Transaction. The Reporting Person has no present plans or proposals which related to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. page 4 of 6 Item 5. Interest in Securities of the Issuer. (a-b) As of the close of business on May 4, 2000, Bready directly owned (x) 1,397,031 shares of Special Common Stock (including 1,023,849 such shares that Bready has a right to acquire pursuant to certain employee stock options) and (y) 408,150 shares of Common Stock (including 150,000 such shares that Bready has a right to acquire pursuant to certain employee stock options). These shares represent 14.4% of all outstanding shares (Common Stock and Special Common Stock taken as a group) and 88.8% of the Special Common Stock. Bready has both sole voting and dispositive power with respect to these shares. Various defined benefit pension plans of the Issuer and certain of its subsidiaries held 236,800 shares of Common Stock and 46,263 shares of Special Common Stock as of May 4, 2000. Under the provisions of the trust agreement governing such pension plans, the Issuer may instruct the Trustee of such plans regarding the acquisition and disposition of plan assets and the voting of securities held by the trust relating to such pension plans. Bready disclaims beneficial ownership of the shares held by such pension plans. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. The Reporting Person presently has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any shares of Common Stock or Special Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to the Filed as Exhibits. Not applicable. page 5 of 6 SIGNATURES 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. Dated: May 9, 2000 Richard L. Bready /s/ Richard L. Bready page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----