8-K

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                       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): August 5, 2004


                             Nortek Holdings, Inc.
               (Exact name of registrant as specified in charter)


                                                          
          Delaware                        1-6112                     16-1638891
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(State or other jurisdiction      (Commission File Number)        (I.R.S. Employer
      of incorporation)                                          Identification No.)




50 Kennedy Plaza, Providence, Rhode Island                  02903-2360
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 (Address of principal executive offices)                   (Zip Code)


       Registrant's telephone number, including area code: (401) 751-1600



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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

On August 5, 2004, Nortek Holdings, Inc.'s wholly owned subsidiary, Nortek,
Inc., publicly announced plans to conduct an offering of up to $625.0 million of
senior subordinated notes due 2014. The notes are expected to be issued and sold
in a private Rule 144A offering to institutional investors and outside the
United States in compliance with Regulation S under the Securities Act of 1933,
as amended (the "Securities Act"). The notes will be initially offered by THL
Buildco, Inc., a newly formed Delaware corporation affiliated with Thomas H. Lee
Partners, L.P. The net proceeds from the offering, together with amounts
borrowed under a new senior credit facility and the proceeds of a cash equity
investment by an investor group lead by Thomas H. Lee Partners, L.P., will be
used in connection with the acquisition of Nortek Holdings, Inc. by affiliates
of Thomas H. Lee Partners, L.P. and members of Nortek management, to refinance
certain existing notes of Nortek, Inc. and Nortek Holdings, Inc., and to pay
related transaction costs. Through a series of mergers to be consummated
immediately following the closing of the offering of the notes, Nortek, Inc.
will succeed to THL Buildco, Inc.'s obligations as the issuer of the notes. A
copy of this press release is attached as Exhibit 99.1 on this Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

99.1  Press release, dated August 5, 2004.


                                   SIGNATURES

      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 HOLDINGS, INC.



                                          By: /s/ Edward J. Cooney
                                              ----------------------------------
                                          Name: Edward J. Cooney
                                          Title: Vice President and Treasurer

Date: August 5, 2004

                                 EXHIBIT INDEX



Exhibit No.      Description of Exhibits
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  99.1           Press release, dated August 5, 2004.

EX-99.1

Richard L. Bready, Chairman and CEO
Edward J. Cooney, Vice President and Treasurer
(401) 751-1600

IMMEDIATE

                       NORTEK ANNOUNCES PROPOSED OFFERING

                          OF SENIOR SUBORDINATED NOTES

PROVIDENCE, RI, August 5, 2004 -- NORTEK, INC. ("NORTEK"), a leading
international designer, manufacturer and marketer of high-quality branded
building products, today announced plans to commence an offering of up to $625.0
million of senior subordinated notes due 2014. The notes are expected to be
issued and sold in a private Rule 144A offering to institutional investors and
outside the United States in compliance with Regulation S under the Securities
Act of 1933, as amended (the "Securities Act"). The notes will be initially
offered by THL Buildco, Inc., a newly formed Delaware corporation affiliated
with Thomas H. Lee Partners, L.P. The net proceeds from the offering, together
with amounts borrowed under a new senior secured credit facility and the
proceeds of a cash equity investment by an investor group lead by Thomas H. Lee
Partners, L.P., will be used in connection with the acquisition of NORTEK
HOLDINGS, INC. by affiliates of Thomas H. Lee Partners, L.P. and members of
NORTEK management,


                                   - M O R E -

to refinance certain existing notes of NORTEK, INC. and NORTEK HOLDINGS, INC.,
and to pay related transaction costs. Through a series of mergers to be
consummated immediately following the closing of the offering of the notes,
NORTEK, INC. will succeed to THL Buildco, Inc.'s obligations as the issuer of
the notes.

This announcement is not an offer to sell nor a solicitation of an offer to buy
the securities described herein. THL Buildco, Inc. is offering the notes in
reliance upon exemptions from registration under the Securities Act for offers
and sales of securities that do not involve a public offering. The securities to
be offered have not been and will not be registered under the Securities Act or
any state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.

NORTEK* (a wholly owned subsidiary of NORTEK HOLDINGS, INC.) 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. NORTEK offers a broad array of products for
improving the environments where people live and work. Its products include
range hoods

                                  - P A G E 2 -

and other spot ventilation products, heating and air conditioning systems,
indoor air quality systems, and specialty electronic products.

*As used herein, the term "NORTEK" refers to NORTEK, INC., together with its
subsidiaries, unless the context indicates otherwise. This term is used for
convenience only and is not intended as a precise description of any of the
separate corporations, each of which manages its own affairs.

This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
Nortek'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 impacting such forward-looking statements include the availability and
cost of raw materials and purchased components, the level of construction and
remodeling activity, changes in general economic conditions, the rate of sales
growth, and product liability claims. Nortek 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
reports and filings of Nortek with the Securities and Exchange Commission.


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