-----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, OI39bP8dSEIjyzu3cPi5Ejlh1qkeUkFObWPQ2qFg2aUwIpywoTkPKeI7ObqRVTfS 5MtDYBnho6ub20BUNDUFVA== 0000950135-97-003639.txt : 19970828 0000950135-97-003639.hdr.sgml : 19970828 ACCESSION NUMBER: 0000950135-97-003639 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970827 SROS: NYSE GROUP MEMBERS: NORTEK INC GROUP MEMBERS: NTK SUB, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLY GEM INDUSTRIES INC CENTRAL INDEX KEY: 0000079209 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 111727150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31639 FILM NUMBER: 97670957 BUSINESS ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017-1401 BUSINESS PHONE: 2128321550 MAIL ADDRESS: STREET 1: PLY GEM INDUSTRIES INC STREET 2: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017-1401 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL PLYWOOD CO INC DATE OF NAME CHANGE: 19680729 FORMER COMPANY: FORMER CONFORMED NAME: CRAFTMAN PLYWOOD CORP DATE OF NAME CHANGE: 19680212 FORMER COMPANY: FORMER CONFORMED NAME: CRAFTSMAN PLYWOOD CORP DATE OF NAME CHANGE: 19661006 FILED BY: 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 14D1/A 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 SC 14D1/A 1 PLY GEM INDUSTRIES, INC. AMENDMENT NO. 2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 14D-1/A (Amendment No. 2) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ------------------------------------ PLY GEM INDUSTRIES, INC. (Name of Subject Company) NTK SUB, INC. NORTEK, INC. (Bidders) ------------------------------------ COMMON STOCK, $0.25 PAR VALUE (Title of Class of Securities) 729416107 (CUSIP Number of Class of Securities) RICHARD L. BREADY NORTEK, INC. 50 KENNEDY PLAZA PROVIDENCE, RHODE ISLAND 02903 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Bidder) ------------------------------------ COPY TO: DAVID C. CHAPIN, ESQ. ROPES & GRAY ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110 (617) 951-7000 AUGUST 27, 1997 ------------------------------------ CALCULATION OF FILING FEE TRANSACTION VALUATION* $394,047,615 AMOUNT OF FILING FEE $78,809 - ---------- * Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of 20,207,570 shares of common stock, $0.25 par value, of Ply Gem Industries, Inc. (the "Company") (collectively, the "Shares") at a price per Share of $19.50 2 in cash (the "Offer Price"). Such number of shares represents all of the Shares outstanding as of July 28, 1997 (other than the 640,000 Shares held by Nortek, Inc.) and assumes the exercise of all outstanding options and the vesting of all unvested stock. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: $78,809 Form or registration no.: Schedule 14D-1 Filing party: NTK Sub, Inc. and Nortek, Inc. Date filed: July 29, 1997 (Exhibit Index is located on Page II-7) II-1 3 1. Name of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Nortek, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds WC, AF, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 13,619,496 shares of Common Stock - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 93.1% - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- II-2 4 - -------------------------------------------------------------------------------- 1. Name of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons NTK Sub, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds AF, WC, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 13,619,496 shares of Common Stock - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 93.1% - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- II-3 5 This is Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 (as amended and supplemented, the "Schedule 14D-1") of NTK Sub, Inc., a Delaware corporation, and Nortek, Inc., a Delaware corporation, filed pursuant to Section 14(d)(1) of the Securities and Exchange Act of 1934 (the "Exchange Act") on July 29, 1997 with the Securities and Exchange Commission. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Schedule 14D-1. ITEM 5(c). PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS Item 5 is hereby amended and supplemented by adding the following: Pursuant to the Merger Agreement, effective August 26, 1997, the Board of Directors of the Company was reconstituted and is now comprised of the following four designees of Parent: Richard L. Bready, Almon C. Hall, Richard J. Harris and Kevin W. Donnelly. Jeffrey S. Silverman and Herbet P. Dooskin remain on the Board of Directors of the Company. Effective August 26, 1997, Dana R. Snyder, Joseph M. Goldenberg, Albert Hersh, William Lilley III and Elihu H. Modlin have resigned as members of the Board of Directors of the Company. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 is hereby amended and supplemented by adding thereto the following: At 10:15 a.m. EDT, on Tuesday, August 26, 1997, the Offer expired. Based on information provided by the Depositary, approximately 12,979,496 or 88.8%, of the outstanding Shares were validly tendered and not withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and has notified the Depositary to promptly pay for the tendered and accepted Shares at the purchase price of $19.50 per Share in cash. The shares tendered, together with Shares beneficially owned by Parent, represent approximately 93.1% of the outstanding Shares. ITEM 7. CONTRACTS. ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES Item 7 is hereby amended and supplemented by adding thereto the following: By executing the Letter of Transmittal, each tendering shareholder has appointed designees of Parent and Purchaser as such shareholder's proxies with respect to the tendered Shares. All such proxies became effective as of Purchaser's acceptance for payment of the Shares tendered in response to the Offer. Such proxies are irrevocable and coupled with an interest in the tendered Shares. ITEM 10. ADDITIONAL INFORMATION Item 10(f) is hereby amended and supplemented by incorporating by reference therein the press release issued by Parent on August 26, 1997, a copy of which is filed as Exhibit (a)(11) to this Schedule 14D-1. As stated in the press release, the Expiration Date was extended from midnight EDT on August 25, 1997 to 10:15 a.m. EDT on August 26, 1997. In addition, Item 10(f) is hereby amended and supplemented by incorporating by reference therein the second press release issued by Parent on August 26, 1997, a copy of which is filed as Exhibit (a)(12) to the Schedule 14D-1. As stated in the second press release, according to the Depositary a total of 12,979,496 Shares (or approximately II-4 6 93% of all outstanding Shares, when added to the Shares then owned by Parent) were validly tendered and not withdrawn at the expiration of the Offer. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is amended to add the following Exhibits (a)(11) and (a)(12): (a)(11) Text of Press Release, dated August 26, 1997. (a)(12) Text of Press Release, dated August 26, 1997. II-5 7 SIGNATURES After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 27, 1997 NORTEK, INC. By: /s/ Richard L. Bready ------------------------------- Name: Richard L. Bready Title: President NTK SUB, INC. By: /s/ Richard L. Bready ------------------------------- Name: Richard L. Bready Title: President II-6 8 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------------------------------------------------------------------- (a)(11) Text of Press Release, dated August 26, 1997. (a)(12) Text of Press Release, dated August 26, 1997. II-7 EX-99.(A)(11) 2 PRESS RELEASE 1 EXHIBIT (a)(11) [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.(A)(12) 3 PRESS RELEASE 1 EXHIBIT (a)(12) [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-----