UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
NORTEK, INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
Special Common Stock, par value $1.00 per share
(Title of Class of Securities)
65655910
(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
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 4, 2000
(Date 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 [ ].
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CUSIP No. 65655910 13D
1. Names of Reporting Persons/I.R.S. Identification
Nos. of Above Persons (entities only)
Richard L. Bready
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
N/A
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares Bene- 408,150 shares of Common Stock
ficially 1,397,031 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
1,397,031 shares of Special Common Stock
10. Shared Dispositve 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
1,397,031 shares of Special Common Stock
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.
13. Percent of Class Represented by Amount in Row (11)
14.4 percent of Common Stock (including the Special
Common Stock in the calculations)
88.8 percent of Special Common Stock
14. Type of Reporting Person (See Instructions)
IN
Item 1. Security and 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.
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(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.
This Amendment is necessary as a result of the recent
vesting of stock options held by Bready. On February 17,
1999, Bready was granted options to purchase 75,000 shares
of Special Common Stock, of which, 37,500 became exercisable
immediately and 37,500 became exercisable on February 17,
2000, resulting in Bready being deemed the beneficial owner
of such shares. On May 20, 1999, Bready was granted options
to purchase 275,000 shares of Special Common Stock, of
which, 137,500 became exercisable immediately and 137,500
will become exercisable on May 20, 2000, resulting in Bready
being deemed the beneficial owner of such shares, given that
the options are exercisable within 60 days. On February 3,
2000, Bready was granted options to purchase Special Common
Stock. Of these options, (1) 50,000 became exercisable
immediately, resulting in Bready being deemed the beneficial
owner of such shares and (2) 125,000 were immediately
vested, but subject to shareholder approval of the Issuer's
2000 Equity and Cash Incentive Plan, which was approved by
the Issuer's shareholders on May 4, 2000, resulting in
Bready being deemed the beneficial owner of such shares.
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.
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Item 5. Interest in Securities of the Issuer.
(a-b) As of the close of business on May 4, 2000,
Bready directly owned (x) 1,397,031 shares of Special Common
Stock (including 1,023,849 such shares that Bready has a
right to acquire pursuant to certain employee stock options)
and (y) 408,150 shares of Common Stock (including 150,000
such shares that Bready has a right to acquire pursuant to
certain employee stock options). These shares represent
14.4% of all outstanding shares (Common Stock and Special
Common Stock taken as a group) and 88.8% 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 May 4,
2000. 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.
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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: May 9, 2000
Richard L. Bready
/s/ Richard L. Bready
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