UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
NORTEK, INC.
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(Name of Issuer)
Common Stock, par value $1.00 per share
Special Common Stock, par value $1.00 per share
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(Title of Class of Securities)
65655910
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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)
February 17, 1999
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(Dates of Events which Require 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 [ ].
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).
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CUSIP No. 65655910
1. Names of Reporting Persons I.R.S. Identification Nos.
of Above Persons (entities only)
Richard L. Bready
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items2(d)
or 2(e)
[ ]
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6. Citizenship or Place of Organization
U.S.A.
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Number of 7. Sole Voting Power
Shares Bene- 408,150 shares of Common Stock
ficially 797,031 shares of Special Common Stock
Owned by
Each Report- 8. Shared Voting Power
ing Person 236,800 shares of Common Stock
With 46,263 shares of Special Common Stock
9. Sole Dispositive Power
408,150 shares of Common Stock
797,031 shares of Special Common Stock
10. Shared Dispositive Power
236,800 shares of Common Stock
46,263 shares of Special Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
408,150 shares of Common Stock
797,031 shares of Special Common Stock
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
The amount set forth in row (11) excludes 236,800 shares of Common Stock
and 46,263 shares of Special Common Stock of which Bready disclaims
beneficial ownership.
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13. Percent of Class Represented by Amount in Row (11)
9.85% of Common Stock (including the Special Common Stock in the
calculations) 80.123% of Special Common Stock
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14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security Issuer.
The class of equity securities to which this Statement on Schedule 13D
(the "Statement") relates is the Common Stock, par value $1.00 per share (the
"Common Stock") and the Special Common Stock, par value $1.00 per share (the
"Special Common Stock"), each of Nortek, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 50
Kennedy Plaza, Providence, Rhode Island 02903.
Item 2. Identity and Background.
(a) The person filing this statement is Richard L. Bready (hereinafter,
"Bready" or the "Reporting Person").
(b) Bready's business address is Nortek, Inc., 50 Kennedy Plaza,
Providence, Rhode Island 02903.
(c) Bready's present principal employment is as chairman and chief
executive officer of the Issuer.
(d) During the last five years, the Reporting Person has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in his being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Bready is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock and Special Common Stock were acquired with
personal funds of Bready or were acquired through the exercise of options held
by Bready which were paid for with personal funds of Bready or the delivery of
Common Stock held by Bready. On February 17, 1999 Bready was granted an option
to purchase shares of Special Common Stock, of which 37,500 shares were
immediately exercisable.
Item 4. Purpose of Transaction.
The Reporting Person has no present plans or proposals which related to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a-b) As of the close of business on February 17, 1999, Bready directly
owned (x) 797,031 shares of Special Common Stock (including 423,849 such shares
that Bready has a right to acquire pursuant to certain employee stock options)
and (y) 408,150 shares of Common Stock (including 100,000 such shares that
Bready has a right to acquire pursuant to certain employee stock options). These
shares represent 9.85% of all outstanding shares (Common Stock and Special
Common Stock taken as a group). The shares of Special Common Stock represent
80.123% of the Special Common Stock. Bready has both sole voting and dispositive
power with respect to these shares.
Various defined benefit pension plans of the Issuer and certain of its
subsidiaries held 236,800 shares of Common Stock and 46,263 shares of Special
Common Stock as of February 17, 1999. Under the provisions of the trust
agreement governing such pension plans, the Issuer may instruct the Trustee of
such plans regarding the acquisition and disposition of plan assets and the
voting of securities held by the trust relating to such pension plans. Bready
disclaims beneficial ownership of the shares held by such pension plans.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
The Reporting Person presently has no contracts, arrangements,
understandings or relationships with any other person with respect to any
securities of the Issuer, including but not limited to the transfer or voting of
any shares of Common Stock or Special Common Stock, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to the Filed as Exhibits.
Not applicable.
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: March 10, 1998
Richard L. Bready
By:/s/ Richard L. Bready
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