-----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, NU7MDDCsIJHL9kI98PonOmL27JZolXraF9n6k1YzBCGOVr0n/vs6UO+wBuSs7NpX KutKVIk8gI51q86fLYN+Yg== 0000950135-97-003792.txt : 19970912 0000950135-97-003792.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950135-97-003792 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970910 SROS: NYSE 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 13D/A SEC ACT: SEC FILE NUMBER: 005-31639 FILM NUMBER: 97678010 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 13D/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 13D/A 1 PLY GEM INDUSTRIES, INC. AMENDMENT NO. 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) PLY GEM INDUSTRIES, INC. ---------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ---------------------------------------------------------------- (Title of Class of Securities) 729416107 ----------------------------- (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) September 4, 1997 ------------------------------------------------------ (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.) *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 7 2 - --------------------- --------------------- CUSIP NO. 729416107 SCHEDULE 13D Page 2 of 7 Pages - --------------------- --------------------- - ------------------------------------------------------------------------------- 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 ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. Delaware - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 100 shares of Common Stock SHARES BENEFICIALLY ------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH None REPORTING PERSON ------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 100 shares of Common Stock ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 shares of Common Stock - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES* - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100.0 percent of Common Stock - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- -2- 3 This Amendment No. 1 (the "Amendment") to Schedule 13D amends and supplements the report contained in the Tender Offer Statement on Schedule 14D-1 filed on July 29, 1997, as amended (the "Schedule 14D-1"), by Nortek, Inc., a Delaware corporation ("Nortek") and NTK Sub, Inc., a Delaware corporation ("NTK Sub") and wholly owned subsidiary of Nortek, with respect to NTK Sub's tender offer (the "Offer") for all outstanding shares of common stock, par value $.25 per share (the "Shares") of Ply Gem Industries, Inc., a Delaware corporation (the "Company") at $19.50 per Share, net to the seller in cash. Pursuant to Instruction F to Schedule 14D-1, the final amendment to the Schedule 14D-1, filed on August 27, 1997 satisfied the reporting obligations of Nortek and NTK Sub under Section 13(d) of the Securities Exchange Act of 1934 with respect to all securities acquired by NTK Sub in the Offer. Accordingly, the Schedule 14D-1 and all exhibits thereto are incorporated herein by reference in their entirety. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 14D-1. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. On September 4, 1997, NTK Sub filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger effecting the merger of NTK Sub with and into the Company (the "Merger"). Pursuant to the terms of the Merger, each issued and outstanding Share of the Company and each Share held in the Company's treasury was canceled and each issued and outstanding share of NTK Sub, par value $.01 per share, was converted into one fully paid and nonassessable share of common stock, par value $.01 per share, of the Company. Pursuant to the terms of the Merger, the Company was the surviving entity in the Merger and the par value of the common stock of the Company changed from $.25 to $.01 per share. As a result of the Merger, Nortek now beneficially owns 100% of the outstanding shares of common stock, par value $.01 per share, of the Company. On September 4, 1997, Nortek issued a press release announcing the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Press Release issued on September 4, 1997. Page 3 of 7 Pages 4 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: September 10, 1997 NORTEK, INC. By:/s/ Kevin W. Donnelly ----------------------------------------- Title: Vice President and General Counsel Page 4 of 7 Pages 5 Exhibit Index ------------- Exhibit Description - ------- ----------- 99.1 Press Release issued September 4, 1997. Page 5 of 7 Pages EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 [LOGO] CONTACT: Richard J. Harris, Vice President and Treasurer (401) 751-1600 RELEASE: IMMEDIATE NORTEK COMPLETES MERGER OF PLY GEM INTO NORTEK SUB PROVIDENCE, RI, September 4, 1997 -- NORTEK, INC. announced today that it has completed its acquisition of Ply Gem Industries, Inc. The acquisition was completed following the filing today with the Delaware Secretary of State of a Certificate of Ownership and Merger by a NORTEK subsidiary pursuant to which that subsidiary was merged with and into Ply Gem, resulting in Ply Gem becoming a wholly-owned subsidiary of NORTEK. Since NORTEK'S tender offer for Ply Gem's common stock resulted in NORTEK'S subsidiary becoming the beneficial owner of more than 90% of the outstanding shares of Ply Gem, the merger was 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 NORTEK or by Ply Gem's subsidiaries was converted into the right to receive $19.50 in cash, without interest. -MORE- Page 6 of 7 2 Ply Gem will shortly send to its stockholders a notice describing the procedure for tendering certificates which, prior to the merger, represented Ply Gem shares in exchange for $19.50 per share in cash pursuant to the merger, as well as a procedure for exercising stockholder appraisal rights under Delaware 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 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 improvement products. # # # Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----