-----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, Lg/aXd+wOqPHijw+owIhkQki+JbbuD5goCEWCRKWK6TuotvOO15rP+jQn7gqaE8g mr9/jk21+v8mwj0UpoIFHw== 0000072423-98-000002.txt : 19980313 0000072423-98-000002.hdr.sgml : 19980313 ACCESSION NUMBER: 0000072423-98-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980309 ITEM INFORMATION: FILED AS OF DATE: 19980312 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-06112 FILM NUMBER: 98564309 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): March 9, 1998 ___________ NORTEK, INC. (Exact name of Registrant as specified in its charter) DELAWARE 1-6112 Q5- 10314991 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) I.D. Number) ___________ 50 Kennedy Plaza, Providence. Rhode Island02903-2360 (Address of Principal Executive Offices) (Zip Code) (401) 751-1600 Registrant's Telephone Number including area code Item 5. Other Events. On March 9, 1998, the Company through a wholly-owned subsidiary, entered into an agreement (the "Agreement") to purchase NuTone, Inc., a wholly-owned subsidiary of Williams plc, for approximately $242.5 million in cash. The acquisition is subject to the requirements of the Hart- Scott-Rodino Antitrust Improvements Act. In connection with its review of the acquisition under the Act, the Federal Trade Commission ("FTC") has issued a "second request" for certain additional information. The Agreement provides that completion of the acquisition is to take place within 45 days of clearance by the FTC. The FTC has taken no position with respect to the transaction and there can be no assurance that the transaction, as proposed, will be consummated. If the acquisition is not consummated, the Company expects that it would incur an approximately $3,000,000 ($0.31 per diluted share) net after tax charge to its earnings as a result of fees, expenses and other acquisition related costs. The Company intends to finance the acquisition and its working capital needs through available cash, proceeds from dispositions and from debt and/or equity financings. NuTone is a leading U.S. manufacturer and supplier of built-in home products for use in residential construction and remodeling. Based in Cincinnati, Ohio, it sells primarily to the North American market and has operations in Canada through its wholly-owned subsidiary NuTone Canada, Inc. NuTone's product range includes exhaust fans, range hoods, door chimes, intercoms, central vacuum cleaners and bathroom cabinets and accessories. In the year ended December 31, 1997, NuTone had sales of approximately $199 million and EBITDA of approximately $30.2 million. The consideration of $242.5 million is based on the acquired business being debt free at closing, with an agreed level of net assets. The consideration will be subject to adjustment dependent on the actual level of net assets at closing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. NORTEK, INC. Date: March 12, 1998 By: /s/ Kevin W. Donnelly __________________________ Kevin W. Donnelly Title: Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----