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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.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
729416107
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 4, 1997
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(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).
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CUSIP NO. 729416107 SCHEDULE 13D Page 2 of 7 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Nortek, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC, AF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. Delaware
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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
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10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 shares of Common Stock
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0 percent of Common Stock
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14. TYPE OF REPORTING PERSON*
CO
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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.
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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
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Title: Vice President and General Counsel
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Exhibit Index
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Exhibit Description
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99.1 Press Release issued September 4, 1997.
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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.
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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.
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