-----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, H8X12PkS0XP9BqZfUBLbwkJ3HgwG4Fj39nrHwmtpOav4eizGFNrDAjaPmTDOjHrG i/oxmSITHtogJ6zsq96SHg== 0000072423-03-000002.txt : 20030114 0000072423-03-000002.hdr.sgml : 20030114 20030109153855 ACCESSION NUMBER: 0000072423-03-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030109 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 20030109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTEK HOLDINGS INC CENTRAL INDEX KEY: 0000072423 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 161638891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06112 FILM NUMBER: 03509239 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 FORMER COMPANY: FORMER CONFORMED NAME: NORTEK INC DATE OF NAME CHANGE: 19920703 8-K 1 n109038-k.htm 8-K






SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549




FORM 8-K



CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Date of Report (Date of Earliest Event Reported): January 9, 2003



Nortek Holdings, Inc.
(Exact name of issuer as specified in its charter)

          Delaware                          1-6112                          16-1638891
(State or other jurisdiction
of incorporation)
(Commission File Number)           (I.R.S. Employer
          Identification No.)

50 Kennedy Plaza, Providence, Rhode Island
(Address of Princitpal Executive Offices)
02903-2360
(Zip Code)


Registrant's telephone number, including area code: (401) 751-1600







Item 1. CHANGES IN CONTROL OF REGISTRANT

     As reported in the attached press release, the closing of the recapitalization of Nortek Holdings, Inc. closed on January 9, 2003.

Item 7. EXHIBITS.


(c) Exhibits
 
99 Press Release, dated January 9, 2003
 


SIGNATURES

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.


NORTEK HOLDINGS, INC.
   


By:       /s/Almon C. Hall III
Name:   Almon C. Hall III
Title:     Vice President, Controller and
              Chief Financial Officer


Date: January 9, 2003

EXHIBIT INDEX

Exhibit No. Description of Exhibits
 
99 Press Release, dated as of January 9, 2003
 
EX-99 3 prelease.htm EXHIBIT 99

Richard L. Bready, Chairman and CEO
Edward J. Cooney, Vice President and Treasurer
(401) 751-1600


IMMEDIATE


ACQUISITION OF NORTEK
BY AFFILIATES OF KELSO & COMPANY AND MANAGEMENT
IS COMPLETED

___________________________________

Company to Redeem Outstanding Shares for $46 in Cash

___________________________________

PROVIDENCE, RI, January 9, 2003--Nortek Holdings, Inc. (NYSE:NTK), a leading international designer, manufacturer and marketer of building products, today announced that the acquisition of the Company by affiliates of Kelso &Company, L.P. and management has been completed.


Kelso & Company, L.P. is a private equity firm based in New York City and is acquiring the Company in partnership with Richard L. Bready, the Chairman and Chief Executive Officer, and other members of management. Mr. Bready and other members of Nortek Holdings' management will continue in their current roles. The transaction is valued at approximately $1.6 billion (including the assumption of outstanding indebtedness).


As a result of the consummation of the closing of the transaction, Nortek Holdings has called for redemption of each publicly owned outstanding share at the redemption price of $46 per share. Stockholders will receive instructions separately as to how to surrender their shares in order to receive the redemption price. Nortek Holdings, which has approximately 11 million shares of common and special stock outstanding (excluding options), will continue to operate under its current name and structure.


Nortek Holdings* is a leading international manufacturer and distributor of high-quality, competitively priced building, remodeling and indoor environmental control products for the residential and commercial markets. Nortek Holdings offers a broad array of products for improving the environments where people live and work. Its products include range hoods and other spot ventilation products; heating and air conditioning systems; vinyl products, including windows and doors, siding, decking, fencing and accessories; indoor air quality systems; and specialty electronic products.


*As used herein, the term "Nortek Holdings" refers to Nortek Holdings, Inc., together with its subsidiaries, unless the context indicates otherwise. This term is used for convenience only and is not intended as a precise description of any of the separate corporations, each of which manages its own affairs.


This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company's current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors impacting such forward-looking statements include the availability and cost of raw materials and purchased components, the level of construction and remodeling activity, changes in general economic conditions, the rate of sales growth, and product liability claims. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the reports and filings of the Company with the Securities and Exchange Commission.


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