UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Nortek, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
65655910
-------------------------------------------------
(CUSIP Number)
Bready Associates
3770 East Livingston Avenue
Columbus, Ohio 43227
Attention: Dennis J. McGillicuddy
(614) 236-0523
with copies to:
James R. Beatley, Jr.
Vorys, Sater, Seymour and Pease
P.O. Box 1008
52 East Gay Street
Columbus, Ohio 43216-1008
(614) 464-6256
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 1996
-----------------------------------------------------------------
(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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 65655910 Page 2 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Bready Associates
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) X (b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
-0-
14. TYPE OF REPORTING PERSON*:
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 65655910 Page 3 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Phoenix Associates III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) X (b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
-0-
14. TYPE OF REPORTING PERSON*:
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 65655910 Page 4 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Barry Silverstein
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) X (b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
-0-
14. TYPE OF REPORTING PERSON*:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 65655910 Page 5 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Dennis J. McGillicuddy
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) X (b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
None (Excludes 33 shares owned by Mr. McGillicuddy's spouse as to
which he disclaims beneficial ownership)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
-0-
14. TYPE OF REPORTING PERSON*:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 65655910 Page 6 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
D. Stevens McVoy
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) X (b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 2,869
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 2,869
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
Less than 1%
14. TYPE OF REPORTING PERSON*:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 7 of 10 Pages
This Amendment No. 5 ("Amendment No. 5") is being filed by (i)
Bready Associates, a general partnership organized under the laws of the State
of Ohio ("Bready Associates"), whose partners are Barry Silverstein
("Silverstein"), Dennis J. McGillicuddy ("McGillicuddy"), D. Stevens McVoy
("McVoy") and Richard L. Bready ("Bready"), (ii) Phoenix Associates III, a
general partnership organized under the laws of the State of Florida
("Phoenix"), whose partners are Silverstein, McGillicuddy and McVoy, (iii)
Silverstein, (iv) McGillicuddy and (v) McVoy. Amendment No. 5 amends and
supplements the Statement on Schedule 13D dated November 13, 1990, as amended
prior hereto (as so amended, the "Statement") relating to the Common Stock,
par value $1.00 per share (the "Common Stock"), of Nortek, Inc., a Delaware
corporation (the "Issuer"), which has its principal executive office at 50
Kennedy Plaza, Providence, Rhode Island 02903. All terms used herein, unless
otherwise defined, have the same meanings herein as in the Statement.
Item 5 of the Statement is hereby amended by adding the following:
Item 5. Interest in Securities of the Issuer.
On April 26, 1996 Bready Associates was dissolved and its assets,
consisting of 1,059,291 shares of Common Stock of the Issuer, were distributed
to its partners as follows: Silverstein - 679,124 shares, McGillicuddy -
226,374 shares, McVoy - 100,611 shares and Bready - 53,182 shares. On April
26, 1996 Silverstein, McGillicuddy and McVoy sold 1,006,109 shares of Common
Stock to the Issuer and Phoenix sold 183,700 to the Issuer in a negotiated
transaction at $17 per share.
<PAGE>
Page 8 of 10 Pages
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: April 26, 1996
BREADY ASSOCIATES
By: /s/ D. Stevens McVoy
D. Stevens McVoy, General Partner
PHOENIX ASSOCIATES III
By: /s/ D. Stevens McVoy
D. Stevens McVoy, General Partner
/s/ Barry Silverstein*
Barry Silverstein
/s/ Dennis J. McGillicuddy*
Dennis J. McGillicuddy
/s/ D. Stevens McVoy
D. Stevens McVoy
*By D. Stevens McVoy, Attorney-in-Fact
Page 9 of 10 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, who, together with
Bready Associates, an Ohio general partnership, and its other partners,
heretofore filed a Schedule 13D in respect of securities issued by Nortek,
Inc., a Delaware corporation, hereby constitutes and appoints each of D.
Stevens McVoy and James R. Beatley, Jr., or either one of them, his true and
lawful attorney-in-fact, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments to said Schedule 13D and to
file the same, with all Exhibits thereto, and other documents relating
thereto, with the Securities and Exchange Commission, and grants unto each of
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person and hereby ratifies and confirms all acts and things that each of said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on April 26, 1996.
/s/ Barry Silverstein
Barry Silverstein
<PAGE>
Page 10 of 10 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, who, together with
Bready Associates, an Ohio general partnership, and its other partners,
heretofore filed a Schedule 13D in respect of securities issued by Nortek,
Inc., a Delaware corporation, hereby constitutes and appoints each of D.
Stevens McVoy and James R. Beatley, Jr., or either one of them, his true and
lawful attorney-in-fact, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments to said Schedule 13D and to
file the same, with all Exhibits thereto, and other documents relating
thereto, with the Securities and Exchange Commission, and grants unto each of
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person and hereby ratifies and confirms all acts and things that each of said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on April 26, 1996.
/s/ Dennis J. McGillicuddy
Dennis J. McGillicuddy
