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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): August 5, 2004
Nortek, Inc.
(Exact name of registrant as specified in charter)
Delaware 333-25505 05-0314991
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
50 Kennedy Plaza, Providence, Rhode Island 02903-2360
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (401) 751-1600
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On August 5, 2004, Nortek, Inc. and its parent Nortek Holdings, Inc., publicly
announced plans to conduct an offering of up to $625.0 million of senior
subordinated notes due 2014. The notes are expected to be issued and sold in a
private Rule 144A offering to institutional investors and outside the United
States in compliance with Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"). The notes will be initially offered by THL
Buildco, Inc., a newly formed Delaware corporation affiliated with Thomas H. Lee
Partners, L.P. The net proceeds from the offering, together with amounts
borrowed under a new senior credit facility and the proceeds of a cash equity
investment by an investor group lead by Thomas H. Lee Partners, L.P., will be
used in connection with the acquisition of Nortek Holdings, Inc. by affiliates
of Thomas H. Lee Partners, L.P. and members of Nortek management, to refinance
certain existing notes of Nortek, Inc. and Nortek Holdings, Inc., and to pay
related transaction costs. Through a series of mergers to be consummated
immediately following the closing of the offering of the notes, Nortek, Inc.
will succeed to THL Buildco, Inc.'s obligations as the issuer of the notes. A
copy of this press release is attached as Exhibit 99.1 on this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release, dated August 5, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTEK, INC.
By: /s/ Edward J. Cooney
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Name: Edward J. Cooney
Title: Vice President and Treasurer
Date: August 5, 2004
EXHIBIT INDEX
Exhibit No. Description of Exhibits
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99.1 Press release, dated August 5, 2004.