-----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, Wu8qGC2ag9zrAs8ychFt9tejpqkOT6Xvb52WcSJNKy2GUfQiAyxHLFNnBif7LBqM kH0dVwjKLQwiYou0rCMwMQ== 0000072423-99-000017.txt : 19990624 0000072423-99-000017.hdr.sgml : 19990624 ACCESSION NUMBER: 0000072423-99-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990525 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: 99634228 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. 9)* 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 20, 1999 (Dates 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 [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 65655910 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- 358,150 shares of Common Stock ficially 934,531 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 358,150 shares of Common Stock 934,531 shares of Special Common Stock 10. Shared Dispositve Power 236,800 shares of Common Stock 46,263 shares of Special Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 358,150 shares of Common Stock 934,531 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) 10.3 percent of Common Stock (including the Special Common Stock in the calculations) 83.6 percent of Special Common Stock 14. Type of Reporting Person (See Instructions) IN Item 1. Security 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. (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. On May 20, 1999 Bready was granted options to purchase shares of Special Common Stock, of which options to purchase 137,500 shares were immediately exercisable, 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. Item 5. Interest in Securities of the Issuer. (a-b) As of the close of business on May 20, 1999, Bready directly owned (x) 934,531 shares of Special Common Stock (including 561,349 such shares that Bready has a right to acquire pursuant to certain employee stock options) and (y) 358,150 shares of Common Stock (including 100,000 such shares that Bready has a right to acquire pursuant to certain employee stock options). These shares represent 10.3% of all outstanding shares (Common Stock and Special Common Stock taken as a group) and 83.6% 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 20, 1999. 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. 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 25, 1999 Richard L. Bready /s/Richard L. Bready -----END PRIVACY-ENHANCED MESSAGE-----