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):
September 27, 1995
NORTEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6112 05-0314991
(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
50 Kennedy Plaza, Providence, RI 02903-2360
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (401) 751-1600
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
Nortek, Inc. (the "Company") and State Street Bank and
Trust Company (the "Bank") have entered into Amendment No. 2
dated as of September 27, 1995, to Amended and Restated Rights
Agreement dated as of March 18, 1991 between the Company and
the Bank, as Rights Agent, a copy of which is filed herewith
as an exhibit and incorporated herein by reference.
On September 29, 1995, the Company acquired 298,772
shares of its Common Stock and 971 shares of its Special
Common Stock in a privately negotiated transaction. As of
October 10, 1995, the number of shares of Common Stock
outstanding was 11,746,501 and the number of shares of Special
Common Stock outstanding was 506,776.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
The following exhibit is filed herewith:
Exhibit Page
1. Amendment No. 2 dated as of September 27,
1995 to Amended and Restated Rights
Agreement, dated as of March 18, 1991,
between Nortek, Inc. and State Street Bank
and Trust Company, as Rights Agent. 4
SIGNATURE
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, INC.
Dated: October 12, 1995 By: /s/ Richard L. Bready
Chairman
EXHIBIT 1
AMENDMENT NO. 2 TO AMENDED AND RESTATED
NORTEK, INC. RIGHTS AGREEMENT
DATED AS OF MARCH 18, 1991
This amendment, dated as of September 27, 1995, amends
the Nortek, Inc. Rights Agreement dated as of March 31, 1986,
as amended and restated as of March 18, 1991 (the "Rights
Agreement") between Nortek, Inc., a Delaware corporation (the
"Company") and State Street Bank and Trust Company, as Rights
Agent (the "Rights Agent"). Terms defined in the Rights
Agreement and not otherwise defined herein are used herein as
so defined.
W I T N E S S E T H:
WHEREAS, on March 18, 1991, the Board of Directors of the
Company approved certain amendments to the Rights Agreement
and approved the form of the Amended and Restated Rights
Agreement;
WHEREAS, pursuant to Section 26 of the Rights Agreement,
the Board of Directors of the Company desires to further amend
certain provisions of the Rights Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
Section 1(a) is amended by adding the following
subparagraph (vi) to the proviso immediately
following subparagraph (v) and immediately
preceding "shall":
"or (vi) any Acquiring Person who
becomes, or has become, such on or after
September 27, 1995 solely as a result of
decreases in the outstanding number of
shares of Common Stock and Special
Common Stock; provided that such Person
does not thereafter purchase or
otherwise acquire beneficial ownership
of any additional shares,"
IN WITNESS WHEREOF, the parties have caused this
amendment to the Rights Agreement to be duly executed as of
the day and year first above written.
NORTEK, INC.
By: /s/ Richard L. Bready
Title: Chairman
Attest:
By: /s/ Kevin W. Donnelly
Title: Secretary
STATE STREET BANK AND
TRUST COMPANY
By:/s/ Vincent J. Quealy, Jr.
Title: Vice President
