-----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, UhjaSxUW43Shesw1WZZnj+3XOFI+Bc8JIzvAcZqZZddwt3IOcHv3VFJ9mTGTbzgC JBLN+FArDdJ3dp6AE5h3Hg== 0000896463-96-000056.txt : 19960430 0000896463-96-000056.hdr.sgml : 19960430 ACCESSION NUMBER: 0000896463-96-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960429 SROS: NYSE GROUP MEMBERS: BARRY SILVERSTEIN GROUP MEMBERS: BREADY ASSOCIATES GROUP MEMBERS: D. STEVENS MCVOY GROUP MEMBERS: DENNIS J. MCGILLICUDDY GROUP MEMBERS: PHOENIX ASSOCIATES III SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30364 FILM NUMBER: 96552238 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 ASSOCIATES CENTRAL INDEX KEY: 0000921769 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3770 EAST LIVINGSTON AVENUE CITY: COLUMBUS STATE: OH ZIP: 43227 BUSINESS PHONE: 6142360523 MAIL ADDRESS: STREET 1: C/O DENNIS J MCGILLICUDDY STREET 2: 3827 FLAMINGO ROAD CITY: SARASOTA STATE: FL ZIP: 34242 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. 5)* Nortek, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 65655910 ------------------------------------------------- (CUSIP Number) Bready Associates 3770 East Livingston Avenue Columbus, Ohio 43227 Attention: Dennis J. McGillicuddy (614) 236-0523 with copies to: James R. Beatley, Jr. Vorys, Sater, Seymour and Pease P.O. Box 1008 52 East Gay Street Columbus, Ohio 43216-1008 (614) 464-6256 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 26, 1996 ----------------------------------------------------------------- (Date of Event which Requires 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 . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). Page 1 of 10 Pages SCHEDULE 13D CUSIP NO. 65655910 Page 2 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Bready Associates 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) X (b) 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): -0- 14. TYPE OF REPORTING PERSON*: PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 65655910 Page 3 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Phoenix Associates III 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) X (b) 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Florida NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): -0- 14. TYPE OF REPORTING PERSON*: PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 65655910 Page 4 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Barry Silverstein 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) X (b) 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: 5. CHECK BOX 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): -0- 14. TYPE OF REPORTING PERSON*: IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 65655910 Page 5 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Dennis J. McGillicuddy 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) X (b) 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: 5. CHECK BOX 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None (Excludes 33 shares owned by Mr. McGillicuddy's spouse as to which he disclaims beneficial ownership) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): -0- 14. TYPE OF REPORTING PERSON*: IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 65655910 Page 6 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: D. Stevens McVoy 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) X (b) 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: 5. CHECK BOX 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 2,869 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: 2,869 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Less than 1% 14. TYPE OF REPORTING PERSON*: IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 7 of 10 Pages This Amendment No. 5 ("Amendment No. 5") is being filed by (i) Bready Associates, a general partnership organized under the laws of the State of Ohio ("Bready Associates"), whose partners are Barry Silverstein ("Silverstein"), Dennis J. McGillicuddy ("McGillicuddy"), D. Stevens McVoy ("McVoy") and Richard L. Bready ("Bready"), (ii) Phoenix Associates III, a general partnership organized under the laws of the State of Florida ("Phoenix"), whose partners are Silverstein, McGillicuddy and McVoy, (iii) Silverstein, (iv) McGillicuddy and (v) McVoy. Amendment No. 5 amends and supplements the Statement on Schedule 13D dated November 13, 1990, as amended prior hereto (as so amended, the "Statement") relating to the Common Stock, par value $1.00 per share (the "Common Stock"), of Nortek, Inc., a Delaware corporation (the "Issuer"), which has its principal executive office at 50 Kennedy Plaza, Providence, Rhode Island 02903. All terms used herein, unless otherwise defined, have the same meanings herein as in the Statement. Item 5 of the Statement is hereby amended by adding the following: Item 5. Interest in Securities of the Issuer. On April 26, 1996 Bready Associates was dissolved and its assets, consisting of 1,059,291 shares of Common Stock of the Issuer, were distributed to its partners as follows: Silverstein - 679,124 shares, McGillicuddy - 226,374 shares, McVoy - 100,611 shares and Bready - 53,182 shares. On April 26, 1996 Silverstein, McGillicuddy and McVoy sold 1,006,109 shares of Common Stock to the Issuer and Phoenix sold 183,700 to the Issuer in a negotiated transaction at $17 per share. Page 8 of 10 Pages 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: April 26, 1996 BREADY ASSOCIATES By: /s/ D. Stevens McVoy D. Stevens McVoy, General Partner PHOENIX ASSOCIATES III By: /s/ D. Stevens McVoy D. Stevens McVoy, General Partner /s/ Barry Silverstein* Barry Silverstein /s/ Dennis J. McGillicuddy* Dennis J. McGillicuddy /s/ D. Stevens McVoy D. Stevens McVoy *By D. Stevens McVoy, Attorney-in-Fact EX-24 2 Page 9 of 10 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, who, together with Bready Associates, an Ohio general partnership, and its other partners, heretofore filed a Schedule 13D in respect of securities issued by Nortek, Inc., a Delaware corporation, hereby constitutes and appoints each of D. Stevens McVoy and James R. Beatley, Jr., or either one of them, his true and lawful attorney-in-fact, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to said Schedule 13D and to file the same, with all Exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all acts and things that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on April 26, 1996. /s/ Barry Silverstein Barry Silverstein Page 10 of 10 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, who, together with Bready Associates, an Ohio general partnership, and its other partners, heretofore filed a Schedule 13D in respect of securities issued by Nortek, Inc., a Delaware corporation, hereby constitutes and appoints each of D. Stevens McVoy and James R. Beatley, Jr., or either one of them, his true and lawful attorney-in-fact, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to said Schedule 13D and to file the same, with all Exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all acts and things that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on April 26, 1996. /s/ Dennis J. McGillicuddy Dennis J. McGillicuddy -----END PRIVACY-ENHANCED MESSAGE-----