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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 2)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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PLY GEM INDUSTRIES, INC.
(Name of Subject Company)
NTK SUB, INC.
NORTEK, INC.
(Bidders)
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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)
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COPY TO:
DAVID C. CHAPIN, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
AUGUST 27, 1997
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* $394,047,615
AMOUNT OF FILING FEE $78,809
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* 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
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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)
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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
Items 2(e) or 2(f) [_]
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6. Citizenship or Place of Organization Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
13,619,496 shares of Common Stock
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_]
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9. Percent of Class Represented by Amount in Row (7) 93.1%
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10. Type of Reporting Person CO
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1. Name of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons
NTK Sub, 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 AF, WC, OO
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [_]
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6. Citizenship or Place of Organization Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
13,619,496 shares of Common Stock
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_]
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9. Percent of Class Represented by Amount in Row (7) 93.1%
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10. Type of Reporting Person CO
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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
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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.
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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
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Name: Richard L. Bready
Title: President
NTK SUB, INC.
By: /s/ Richard L. Bready
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Name: Richard L. Bready
Title: President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(11) Text of Press Release, dated August 26, 1997.
(a)(12) Text of Press Release, dated August 26, 1997.
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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.
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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.
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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.
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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.
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