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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 26, 1997
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NORTEK, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-6112 05-10314991
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) I.D. Number)
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50 Kennedy Plaza, Providence, Rhode Island 02903-2360
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(Address of Principal Executive Offices) (Zip Code)
(401) 751-1600
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Registrant's Telephone Number including area code
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ITEM 5. OTHER EVENTS.
On July 29, 1997 Nortek, Inc., a Delaware corporation ("Nortek"), through
its wholly owned subsidiary NTK Sub, Inc., a Delaware corporation ("NTK Sub"),
commenced a tender offer for all of the shares of Common Stock, par value $0.25
per Share (the "Shares") of Ply Gem Industries, Inc., a Delaware corporation
("Ply Gem"), at $19.50 per Share, net to the seller in cash. The expiration date
for the tender offer was scheduled for midnight EDT on August 25, 1997.
On August 26, 1997, NTK Sub through Nortek issued a press release extending
the expiration date of the tender offer until 10:15 a.m. EDT on Tuesday, August
26, 1997. A copy of the press release issued by Nortek on August 26, 1997 is
attached hereto as Exhibit 99(a) and is incorporated herein by reference. The
tender offer expired at 10:15 a.m. EDT, on Tuesday, August 26, 1997. Upon
expiration of the tender offer, NTK Sub accepted for payment and purchased all
tendered Shares at $19.50 per Share in cash. NTK Sub through Nortek issued a
second press release to such effect on August 26, 1997, a copy of which is
attached hereto as Exhibit 99(b).
According to the Depositary, approximately 12,979,496 Shares (or
approximately 93% of all outstanding Shares when added to the Shares then owned
by Nortek) were validly tendered and not withdrawn at the expiration of the
tender offer. Such share amount includes approximately 784,461 Shares subject to
guarantee of delivery.
As promptly as practicable following the satisfaction or waiver of certain
conditions to the merger, NTK Sub will be merged with and into Ply Gem, which
will become a wholly owned subsidiary of Nortek. Because NTK Sub is the
beneficial owner of at least 90% of the outstanding Shares, the merger may be
effected without a meeting of stockholders of Ply Gem. 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.
On August 26, 1997, Nortek also announced that it 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 were issued and sold in a Rule 144A private offering to
institutional investors and certain investors outside the United States and
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.
(c) EXHIBITS. The following is a list of exhibits filed as part of
this Current Report:
Exhibit 99(a) Press release issued by Nortek, Inc. on August 26, 1997.
Exhibit 99(b) Press release issued by Nortek, Inc. on August 26, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
NORTEK, INC.
By: /s/ Kevin W. Donnelly
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Name: Kevin W. Donnelly
Title: Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Description
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99(a) Press release issued by Nortek, Inc. on August 26, 1997.
99(b) Press release issued by Nortek, Inc. on August 26, 1997.
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EXHIBIT 99(a)
[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 99(b)
[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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