-----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, VvlDNhDMxzyzfopCnRI7938rmLJ+Yu6eTa63AbEAhJhaEJaC9KLc54aymsXB5bJe n64jSOOpHdv4NYSWBIsrDA== 0000072423-95-000014.txt : 19951013 0000072423-95-000014.hdr.sgml : 19951013 ACCESSION NUMBER: 0000072423-95-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950927 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951012 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTEK INC CENTRAL INDEX KEY: 0000072423 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] IRS NUMBER: 050314991 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: 95580252 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 8-K 1 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): September 27, 1995 NORTEK, INC. (Exact name of registrant as specified in its charter) Delaware 1-6112 05-0314991 (State of incorporation (Commission (IRS Employer or organization) File Number) Identification No.) 50 Kennedy Plaza, Providence, RI 02903-2360 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (401) 751-1600 N/A (Former name or former address, if changed since last report) Item 5. Other Events. Nortek, Inc. (the "Company") and State Street Bank and Trust Company (the "Bank") have entered into Amendment No. 2 dated as of September 27, 1995, to Amended and Restated Rights Agreement dated as of March 18, 1991 between the Company and the Bank, as Rights Agent, a copy of which is filed herewith as an exhibit and incorporated herein by reference. On September 29, 1995, the Company acquired 298,772 shares of its Common Stock and 971 shares of its Special Common Stock in a privately negotiated transaction. As of October 10, 1995, the number of shares of Common Stock outstanding was 11,746,501 and the number of shares of Special Common Stock outstanding was 506,776. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following exhibit is filed herewith: Exhibit Page 1. Amendment No. 2 dated as of September 27, 1995 to Amended and Restated Rights Agreement, dated as of March 18, 1991, between Nortek, Inc. and State Street Bank and Trust Company, as Rights Agent. 4 SIGNATURE 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, INC. Dated: October 12, 1995 By: /s/ Richard L. Bready Chairman EXHIBIT 1 AMENDMENT NO. 2 TO AMENDED AND RESTATED NORTEK, INC. RIGHTS AGREEMENT DATED AS OF MARCH 18, 1991 This amendment, dated as of September 27, 1995, amends the Nortek, Inc. Rights Agreement dated as of March 31, 1986, as amended and restated as of March 18, 1991 (the "Rights Agreement") between Nortek, Inc., a Delaware corporation (the "Company") and State Street Bank and Trust Company, as Rights Agent (the "Rights Agent"). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as so defined. W I T N E S S E T H: WHEREAS, on March 18, 1991, the Board of Directors of the Company approved certain amendments to the Rights Agreement and approved the form of the Amended and Restated Rights Agreement; WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of Directors of the Company desires to further amend certain provisions of the Rights Agreement; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: Section 1(a) is amended by adding the following subparagraph (vi) to the proviso immediately following subparagraph (v) and immediately preceding "shall": "or (vi) any Acquiring Person who becomes, or has become, such on or after September 27, 1995 solely as a result of decreases in the outstanding number of shares of Common Stock and Special Common Stock; provided that such Person does not thereafter purchase or otherwise acquire beneficial ownership of any additional shares," IN WITNESS WHEREOF, the parties have caused this amendment to the Rights Agreement to be duly executed as of the day and year first above written. NORTEK, INC. By: /s/ Richard L. Bready Title: Chairman Attest: By: /s/ Kevin W. Donnelly Title: Secretary STATE STREET BANK AND TRUST COMPANY By:/s/ Vincent J. Quealy, Jr. Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----