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): March 9,
1998
___________
NORTEK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-6112 Q5-
10314991
(State or other jurisdiction (Commission
File Number) (I.R.S. Employer
of Incorporation) I.D.
Number)
___________
50 Kennedy Plaza, Providence. Rhode Island02903-2360
(Address of Principal Executive Offices) (Zip Code)
(401) 751-1600
Registrant's Telephone Number including area code
Item 5. Other Events.
On March 9, 1998, the Company through a wholly-owned
subsidiary, entered into an agreement (the "Agreement") to
purchase NuTone, Inc., a wholly-owned subsidiary of
Williams plc, for approximately $242.5 million in cash.
The acquisition is subject to the requirements of the Hart-
Scott-Rodino Antitrust Improvements Act. In connection
with its review of the acquisition under the Act, the
Federal Trade Commission ("FTC") has issued a "second
request" for certain additional information. The
Agreement provides that completion of the acquisition is
to take place within 45 days of clearance by the FTC. The
FTC has taken no position with respect to the transaction
and there can be no assurance that the transaction, as
proposed, will be consummated. If the acquisition is not
consummated, the Company expects that it would incur an
approximately $3,000,000 ($0.31 per diluted share) net
after tax charge to its earnings as a result of fees,
expenses and other acquisition related costs. The Company
intends to finance the acquisition and its working capital
needs through available cash, proceeds from dispositions
and from debt and/or equity financings.
NuTone is a leading U.S. manufacturer and supplier of
built-in home products for use in residential construction
and remodeling. Based in Cincinnati, Ohio, it sells
primarily to the North American market and has operations
in Canada through its wholly-owned subsidiary NuTone
Canada, Inc. NuTone's product range includes exhaust
fans, range hoods, door chimes, intercoms, central vacuum
cleaners and bathroom cabinets and accessories.
In the year ended December 31, 1997, NuTone had sales of
approximately $199 million and EBITDA of approximately
$30.2 million. The consideration of $242.5 million is
based on the acquired business being debt free at closing,
with an agreed level of net assets. The consideration
will be subject to adjustment dependent on the actual
level of net assets at closing.
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.
Date: March 12, 1998
By: /s/ Kevin W. Donnelly
__________________________
Kevin W. Donnelly
Title: Vice President and
General Counsel
