UNITED STATES
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): July 23, 2006
APPLICA INCORPORATED
(Exact name of Registrant as specified in its charter)
Commission File Number 1-10177
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| Florida
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59-1028301 |
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| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number) |
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| 3633 Flamingo Road, Miramar, Florida
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33027 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (954) 883-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2 below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 23, 2006, Applica Incorporated (“Applica”), NACCO Industries, Inc. (“NACCO”), and
HB-PS Holding Company, Inc., a wholly owned subsidiary of NACCO (“Hamilton Beach/Proctor-Silex”),
entered into definitive agreements whereby NACCO will spin off its Hamilton Beach/Proctor-Silex
business to NACCO’s stockholders and, immediately after the spin-off, Applica will merge with and
into Hamilton Beach/Proctor-Silex. The combined public company will be named Hamilton Beach, Inc.
Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), the outstanding shares
of Applica common stock will be converted into the right to receive a number of shares of Hamilton
Beach, Inc. Class A common stock equal to 25 percent of the aggregate number of shares of Hamilton
Beach, Inc. common stock outstanding immediately following the merger. The terms of the Merger
Agreement include customary representations and warranties by each of the parties, as well as
certain restrictions and limitations on future transactions of Applica prior to the closing of the
merger, including acquisitions, dispositions, additional borrowings, issuance of equity and changes
in employee benefit plans.
The merger, which was approved by the Board of Directors of Applica, will be tax-free to
stockholders of Applica. The merger is subject to approval by Applica’s shareholders and to other
customary closing conditions, including (a) receipt of regulatory approvals, (b) the absence of
legal impediments prohibiting the transactions, (c) the completion of the spin off of Hamilton
Beach/Proctor-Silex; (d) the effectiveness of the registration statement concerning the shares of
Hamilton Beach, Inc. Class A common stock to be issued to Applica shareholders in connection with
the merger, (e) approval of the listing of the Hamilton Beach, Inc. Class A common stock on the
NYSE or the NASDAQ, (f) the parties’ performance of their respective covenants, including the
repayment of certain of Applica’s outstanding indebtedness, and (g) receipt of customary tax
opinions to the effect that the merger will constitute a tax-free reorganization under the Internal
Revenue Code of 1986, as amended.
The Merger Agreement contains certain termination rights for Applica. If the Merger Agreement
is terminated as the result of a superior offer, Applica may be required to pay NACCO a termination
fee of $4.0 million, plus up to $2.0 million of reasonable documented, third party, out-of-pocket
expenses.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to
the actual terms of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated by reference herein in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. A copy of the Merger Agreement is attached as Exhibit 2.1 to this Current
Report on Form 8-K.
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