-----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, WUyDjwl3Hw49XHa0gAYdK3S1vnWCLFesKfFV7xDt6SfQuNc7Gx/oWVXVzw+KjABv hFFDNDR6euboaKy2963KfA== 0000072423-99-000013.txt : 19990426 0000072423-99-000013.hdr.sgml : 19990426 ACCESSION NUMBER: 0000072423-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990422 ITEM INFORMATION: FILED AS OF DATE: 19990423 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: 99599502 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): April 22, 1999 ----------- NORTEK, INC. (Exact name of Registrant as specified in its charter) DELAWARE 1-6112 05-0314991 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) I.D. Number) ----------- 50 Kennedy Plaza, Providence, Rhode Island 02903-2360 (Address of Principal Executive Offices) (Zip Code) (401) 751-1600 Registrant's Telephone Number including area code Item 5. Other Events Nortek, Inc. is filing herewith an amendment to its Bylaws as Exhibit 3.1 which is incorporated herein by reference and which was adopted by the Board of Directors and made effective upon filing with the Securities and Exchange Commission. Nortek, Inc. is filing herewith a press release issued April 22, 1999 by the Company as Exhibit 99 which is incorporated herein by reference. This press release was issued to report first quarter 1999 earnings. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 3.1 Amendment to Bylaws of Nortek, Inc. Exhibit 99 Press release issued by Nortek, Inc. on April 22, 1999. 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. April 23, 1999 By:/s/ Richard J. Harris Date ---------------------------- Name: Richard J. Harris Title: Vice President and Treasurer EX-3 2 Exhibit 3.1 Amendment to By-Laws of Nortek, Inc. (as adopted by the Board of Directors on 3/22/99 and made effective upon filing with the Securities and Exchange Commission) Delete existing Section 2.9 and replace it in its entirety with the following language: 2.9 Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. The delivery of a proxy on behalf of a stockholder consistent with telephonic or electronically transmitted instructions obtained pursuant to procedures of the corporation reasonably designed to verify that such instructions have been authorized by such stockholder shall constitute execution and delivery of the proxy by or on behalf of the stockholder. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof. A proxy purporting to be authorized by or on behalf of a stockholder, if accepted by the corporation in its discretion, shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Add the following new Section 2.12 after Section 2.11: 2.12 Stockholder Meeting Business. At any meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors or (b) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than forty-five days before the date on which the corporation first mailed its notice for the prior year's annual meeting; provided, however, that if the date of the annual meeting is changed by more than thirty days from the prior year, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which notice of the annual meeting is mailed or public disclosure of the date of the meeting is given or made to stockholders. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. To be properly brought before a special meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors. Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at any meeting of the stockholders except in accordance with the procedures set forth in this Section 2.12. The officer presiding at a meeting of the stockholders shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 2.12, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. EX-99 3 Exhibit 99 [letterhead of Nortek, Inc.] Richard L. Bready, Chairman Richard J. Harris, Vice President and Treasurer (401) 751-1600 IMMEDIATE NORTEK REPORTS STRONG 1ST QUARTER EARNINGS INCREASE NET EARNINGS UP 169 PERCENT EARNINGS PER SHARE DOUBLE PROVIDENCE, RI, April 22, 1999--Nortek, Inc. (NYSE:NTK), showing growth in sales and earnings in all of the Company's core businesses, today announced first-quarter 1999 diluted per-share earnings of $.29, more than double diluted earnings per share of $.13 for the first quarter of 1998. Nortek is a leading manufacturer and distributor of high-quality building products. Other financial highlights of the quarter included: o Net sales of $406.7 million, compared to $392.5 million reported for the first quarter of 1998. The first quarter of 1999 includes $68.6 million of sales from acquisitions, while the first quarter of 1998 includes $71.4 million of sales from businesses sold. o Operating earnings of $27.6 million, a 40.2-percent increase from last year's $19.7 million. As a percent of sales, operating earnings rose to 6.8 percent compared to 5.0 percent last year. - m o r e - o EBITDA from continuing operations of $40.7 million, a 37.0-percent increase from $29.7 million for the prior year. As a percent of sales EBITDA from continuing operations were 10.0 percent compared to last year's 7.6 percent. o Net earnings of $3.5 million, an increase of 169.0 percent from last year's $1.3 million. o Diluted earnings per share more than doubled on 2,215,000 more shares outstanding. Diluted EPS for the first quarter of 1999 and the first quarter of 1998 are after amortization of goodwill and other intangible assets of $.40 per share and $.30 per share, respectively. Mr. Richard L. Bready, Chairman and Chief Executive Officer, said, "First-quarter results reflect the Company's ongoing ability to meld the internal growth of our core businesses with the synergies of our recent acquisitions. Given the adverse weather conditions during the quarter in certain parts of the country, we are pleased that the Company was still able to deliver strong operating results in all parts of the business. We also continue to make strides in improving business efficiencies. Our strategy for growth, overall strong U.S. economic conditions, and heavy activity in Nortek's markets give us confidence in a strong 1999 and beyond." Operating results, due to the seasonal nature of Nortek's Windows, Doors and Siding Group, with its heavy concentration in the upper mid-west and northeast regions of the country, are normally lower in the first quarter of each year than the results expected in other quarters. - P a g e 2 - In April, 1999 Nortek announced it had agreed to acquire three businesses from Caradon plc: Peachtree Doors and Windows, Thermal-Gard and Caradon Windows and Doors Canada. The Federal Trade Commission has terminated the waiting period under the Hart Scott Rodino Act with respect to this proposed acquisition and the acquisition is expected to close shortly. Nortek 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. The Company 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, wood and vinyl windows and doors, vinyl siding products, indoor air quality systems, and specialty electronic products. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "estimates," or similar expressions are intended to identify these forward-looking statements. 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 that could cause actual future activities and results to differ include the availability and cost of certain raw materials (including among others steel, copper, packaging materials, plastic, resins, glass, wood and aluminum) and purchased components, the level of domestic and foreign construction and remodeling activity affecting residential and commercial markets, interest rates, employment, inflation, Y2K readiness, currency translation, consumer spending levels, operating in international economies, the rate of sales growth, price 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 Company's reports and filings with the Securities and Exchange Commission. # # # - Page 3 - NORTEK, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS (In Thousands except per share amounts) For the Three Months Ended April 3, April 4, 1999 1998 (Unaudited) Net sales............................. $406,700 $392,468 -------- -------- Cost of sales......................... 296,916 294,320 Selling, general and administrative expenses............................ 77,383 75,561 Amortization of goodwill and intangible assets..................... 4,784 2,894 -------- -------- 379,083 372,775 ------- ------- Operating earnings.................... 27,617 19,693 Interest expense...................... (23,966) (19,458) Investment income..................... 2,849 2,265 -------- ------- Earnings before provision for income taxes................................. 6,500 2,500 Provision for income taxes............ 3,000 1,200 -------- -------- Net earnings.......................... $ 3,500 $1,300 ======== ======== Net earnings per share of common stock: Basic............................... $.30 $.14 ==== ==== Diluted............................. $.29 $.13 ==== ==== Weighted average number of shares: Basic............................... 11,747 9,540 ======= ====== Diluted............................. 11,925 9,710 ======= ====== EBITDA from continuing operations.... $ 40,658 $ 29,671 ======== ======== The accompanying notes are an integral part of this unaudited condensed consolidated summary of operations. NORTEK, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS A. The unaudited condensed consolidated summary of operations for Nortek, Inc. and its subsidiaries ("the Company"), in the opinion of management, reflects all adjustments necessary for a fair statement of the periods presented. It is suggested that this unaudited condensed consolidated summary of operations be read in conjunction with the financial statements and the notes included in the Company's latest Annual Report on Form 10-K, and its latest Quarterly Report on Form 10-Q. B. EBITDA from continuing operations is operating earnings plus depreciation and amortization expense (other than amortization of deferred debt expense and debt discount). C. On July 31, 1998, the Company, through a wholly-owned subsidiary, purchased all of the issued and outstanding capital stock of NuTone Inc. ("NuTone"), a wholly owned subsidiary of Williams plc ("Williams") for an aggregate purchase price of $242,500,000 in cash plus approximately $5,500,000 in expenses and fees. The purchase price was funded through the use of the net proceeds from the sale of $210,000,000 principal amount of 8 7/8% Senior Notes due August 1, 2008 (the "8 7/8% Notes") at a slight discount, which occurred on July 31, 1998, in a private Rule 144A offering to qualified investors together with approximately $44,800,000 of the cash proceeds received from the Common Stock Offering as defined below. D. The following presents the approximate unaudited Pro Forma net sales, depreciation and amortization expense (other than amortization of deferred debt expense and debt discount), operating earnings, earnings from continuing operations and diluted earnings from continuing operations per share of the Company for the three months ended April 4, 1998 and the year ended December 31, 1998 which gives pro forma effect to the sale of 2,182,500 shares of the Company's common stock in the second quarter of 1998 (the "Common Stock Offering"), the sale of the 8 7/8% Notes and the acquisition of NuTone on July 31, 1998, and reflects the estimated cost reductions directly attributable to the NuTone acquisition as described below as if such transactions had occurred on January 1, 1998. Pro forma operating results do not give pro forma effect to dispositions of businesses that occurred in 1998, the acquisition of Napco, Inc. which occurred on October 9, 1998 and acquisitions in 1999. Three Months Year Ended Ended December 31, April 4, 1998 1998 (In thousands except per share amounts) Pro Forma Net sales.................... $442,000 $1,849,000 Depreciation and amortization 12,200 47,400 expense...................... Operating earnings........... 23,000 142,500 Earnings from continuing operations................... 500 31,400 Diluted earnings from continuing operations per share..... $ .04 $2.63 NORTEK, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS (CONTINUED) At the date of the NuTone acquisition, the Company achieved cost reductions directly attributable to the acquisition from the elimination of fees and charges paid by NuTone to Williams and related entities. The unaudited Pro Forma operating earnings have been increased for the year ended December 31, 1998 and the three months ended April 4, 1998 by approximately $354,000 and $482,000, respectively. Subsequent to the NuTone acquisition, the Company expects to realize approximately $15,000,000 in unaudited estimated annual cost reductions ("NuTone Cost Reductions") that can be achieved as a result of integrating NuTone into the Company's operations. Pro forma earnings have not been increased for the NuTone Cost Reductions for the periods presented, except for NuTone Cost Reductions actually achieved since the date of acquisition. The NuTone Cost Reductions are estimates and actual savings achieved could differ materially. In computing the pro forma earnings, earnings have been reduced by interest expense on indebtedness incurred in connection with the acquisition. Earnings have also been reduced by amortization of goodwill and intangible assets and reflect net adjustments to depreciation expense as a result of an increase in the estimated fair market value of property and equipment and changes in depreciable lives. Interest expense was included on the 8 7/8% Notes at the applicable coupon rate plus amortization of deferred debt expense and debt discount, net of tax effect. The pro forma information presented does not purport to be indicative of the results which would have been reported if these transactions had occurred on January 1, 1998, or which may be reported in the future. E. Net sales for the Company's principal segments for the three months ended April 3, 1999 and April 4, 1998 were as follows: Three Months Ended April 3, April 4, 1999 1998 (In millions) Residential Building Products.... $154.3 $105.1 Air Conditioning and Heating Products....................... 116.4 100.9 Windows, Doors and Siding........ 117.4 99.2 Other............................ 18.6 15.9 Businesses Sold.................. --- 71.4 ------ ------ Total.................. $406.7 $392.5 ====== ====== In the first quarter of 1999, acquisitions contributed approximately $68.6 million to net sales, of which approximately $48.1 million was in the Residential Building Products Segment, $1.8 million was in the Air Conditioning and Heating Products Segment and $18.7 million was in the Windows, Doors and Siding Segment. -----END PRIVACY-ENHANCED MESSAGE-----