-----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, WpjBBxRF/zX/9e2k6+ISS1cLRFufd2dhf1SoEegfQ1ai65M7jrtG0TDR0MJmN0bR q7/60WSJ+FhRS1AtTcau2g== 0000950135-97-003630.txt : 19970828 0000950135-97-003630.hdr.sgml : 19970828 ACCESSION NUMBER: 0000950135-97-003630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970826 ITEM INFORMATION: Other events FILED AS OF DATE: 19970827 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: 1934 Act SEC FILE NUMBER: 001-06112 FILM NUMBER: 97670668 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 NORTEK, INC. 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): August 26, 1997 ---------- NORTEK, INC. ------------ (Exact name of Registrant as specified in its charter) DELAWARE 1-6112 05-10314991 -------- ------ ----------- (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 ================================================================================ 2 ITEM 5. OTHER EVENTS. On July 29, 1997 Nortek, Inc., a Delaware corporation ("Nortek"), through its wholly owned subsidiary NTK Sub, Inc., a Delaware corporation ("NTK Sub"), commenced a tender offer for all of the shares of Common Stock, par value $0.25 per Share (the "Shares") of Ply Gem Industries, Inc., a Delaware corporation ("Ply Gem"), at $19.50 per Share, net to the seller in cash. The expiration date for the tender offer was scheduled for midnight EDT on August 25, 1997. On August 26, 1997, NTK Sub through Nortek issued a press release extending the expiration date of the tender offer until 10:15 a.m. EDT on Tuesday, August 26, 1997. A copy of the press release issued by Nortek on August 26, 1997 is attached hereto as Exhibit 99(a) and is incorporated herein by reference. The tender offer expired at 10:15 a.m. EDT, on Tuesday, August 26, 1997. Upon expiration of the tender offer, NTK Sub accepted for payment and purchased all tendered Shares at $19.50 per Share in cash. NTK Sub through Nortek issued a second press release to such effect on August 26, 1997, a copy of which is attached hereto as Exhibit 99(b). According to the Depositary, approximately 12,979,496 Shares (or approximately 93% of all outstanding Shares when added to the Shares then owned by Nortek) were validly tendered and not withdrawn at the expiration of the tender offer. Such share amount includes approximately 784,461 Shares subject to guarantee of delivery. As promptly as practicable following the satisfaction or waiver of certain conditions to the merger, NTK Sub will be merged with and into Ply Gem, which will become a wholly owned subsidiary of Nortek. Because NTK Sub is the beneficial owner of at least 90% of the outstanding Shares, the merger may be effected without a meeting of stockholders of Ply Gem. In the merger, each issued and outstanding Share (other than dissenting Shares) not owned directly or indirectly by Ply Gem will be converted into and represent the right to receive $19.50 in cash, without interest. On August 26, 1997, Nortek also announced that it closed a private offering of $310.0 million principal amount of 9 1/8% Senior Notes at a price of 99.192% of face value. The Senior Notes will mature in September 2007. The Senior Notes were issued and sold in a Rule 144A private offering to institutional investors and certain investors outside the United States and have not been registered under the Securities Act of 1933, as amended, or under the securities law of any state and may not be offered or sold in the United States or in any such state absent an applicable exemption from registration under the Securities Act and any such law. (c) EXHIBITS. The following is a list of exhibits filed as part of this Current Report: Exhibit 99(a) Press release issued by Nortek, Inc. on August 26, 1997. Exhibit 99(b) Press release issued by Nortek, Inc. on August 26, 1997. -2- 3 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. By: /s/ Kevin W. Donnelly ------------------------------- Name: Kevin W. Donnelly Title: Vice President and General Counsel -3- 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 99(a) Press release issued by Nortek, Inc. on August 26, 1997. 99(b) Press release issued by Nortek, Inc. on August 26, 1997. EX-99.(A) 2 PRESS RELEASE 1 EXHIBIT 99(a) [NORTEK NEWS LETTERHEAD] CONTACT: Richard L. Bready, Chairman or Richard J. Harris, Vice President and Treasurer (401) 751-1600 RELEASE: IMMEDIATE NORTEK EXTENDS PLY GEM TENDER OFFER PROVIDENCE, RI, August 26, 1997--Nortek, Inc. announced today that it has extended the expiration of its cash tender offer for all outstanding shares of common stock of Ply Gem Industries, Inc. at $19.50 per share, net to the seller in cash, from midnight EDT on August 25, 1997 to 10:15 a.m. EDT on August 26, 1997. The extension will allow Nortek to consummate the financing arrangements and transfer the funds required to complete the tender offer to its wholly-owned subsidiary NTK Sub, Inc. so it may accept for payment and purchase all shares tendered. Based on information provided by the Depositary, a total of approximately 12,961,784 shares of Ply Gem (or approximately 93% of all outstanding shares of Ply Gem, when added to the shares then owned by Nortek) were validly tendered and not withdrawn pursuant to Nortek's cash offer for all outstanding shares of Ply Gem as of 5:00 p.m. EDT on August 25, 1997. Nortek expects to complete the tender offer today. -more- 2 Nortek is a leading manufacturer and distributor of high-quality, competitively priced products and systems for residential and commercial building and remodeling. Nortek is the U.S. leader in residential ventilation products and indoor-air-quality systems. Its principal businesses include building products and HVAC systems designed to add value and improve air quality for homes and businesses. Ply Gem is a major manufacturer and distributor of building and home improvement products used primarily in residential remodeling and construction. Principal products include vinyl and wood windows and doors, vinyl siding and accessories, skylights, specialty wood products and other home decor and improvements products. ### EX-99.(B) 3 PRESS RELEASE 1 EXHIBIT 99(b) [NORTEK NEWS LETTERHEAD] CONTACT: Richard L. Bready, Chairman or Richard J. Harris, Vice President and Treasurer (401) 751-1600 RELEASE: IMMEDIATE NORTEK COMPLETES PLY GEM TENDER OFFER PROVIDENCE, RI, August 26, 1997-- Nortek, Inc. announced today that its cash tender offer for all outstanding shares of common stock of Ply Gem Industries, Inc. at $19.50 per share, net to the seller in cash, expired at 10:15 a.m. EDT. Shortly thereafter, Nortek, through a wholly-owned subsidiary, accepted for payment and purchased all shares tendered. Based on information provided by the Depositary, a total of approximately 12,979,496 shares of Ply Gem (or approximately 93% of all outstanding shares of Ply Gem when added to the shares then owned by Nortek) were validly tendered and not withdrawn pursuant to Nortek's cash offer. Such share amount includes approximately 784,461 shares subject to guarantee of delivery. In the second step of the acquisition, Ply Gem will become a wholly-owned subsidiary of Nortek. Because at least 90% of Ply Gem's outstanding shares were tendered, the merger may be effected without a meeting of Ply Gem stockholders. In the merger, each issued and outstanding share (other than dissenting shares) not owned directly or indirectly by Ply Gem will be converted into and represent the right to receive $19.50 in cash, without interest. -more- 2 Nortek also announced today that it has closed a private offering of $310.0 million principal amount of 9 1/8% Senior Notes at a price of 99.192% of face value. The Senior Notes will mature in September 2007. The Senior Notes are being issued and sold in a Rule 144A private offering to institutional investors and certain investors outside the United States. Nortek intends to use a portion of the net proceeds from the transaction, together with some of its available cash, to purchase the tendered shares. The Senior Notes have not been registered under the Securities Act of 1933, as amended, or under the securities law of any state and may not be offered or sold in the United States or in any such state absent an applicable exemption from registration under the Securities Act and any such law. Nortek is a leading manufacturer and distributor of high-quality, competitively priced products and systems for residential and commercial building and remodeling. Nortek is the U.S. leader in residential ventilation products and indoor-air-quality systems. Its principal businesses include building products and HVAC systems designed to add value and improve air quality for homes and businesses. Ply Gem is major manufacturer and distributor of building and home improvement products used primarily in residential remodeling and construction. Principal products include vinyl and wood windows and doors, vinyl siding and accessories, skylights, specialty wood products and other home decor and improvement products. ### -----END PRIVACY-ENHANCED MESSAGE-----