425

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) October 19, 2006

NACCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-9172	34-1505819
(State or other jurisdiction of incorporation) 5875 Landerbrook Drive	(Commission File Number)	(IRS Employer Identification No.)
Cleveland, Ohio		44124-4017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (440) 449-9600

N/A

(Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

     On October 19, 2006, NACCO Industries, Inc. (the “Company”) received a notice from Applica Incorporated (“Applica”) in which Applica purported to exercise its right to terminate the Agreement and Plan of Merger, dated as of July 23, 2006 (the “Merger Agreement”), between HB-PS Holding Company, Inc. (“Holding Company”), a Delaware corporation and a wholly owned subsidiary of the Company, and Applica, and joined in by the Company for the specific purposes therein provided. The notice from Applica alleged that Applica’s board of directors authorized Applica to enter into a written agreement with an Applica shareholder that provides for a cash offer to purchase shares of Applica common stock. The notice from Applica stated that the termination of the Merger Agreement was effective immediately.

     Pursuant to the terms of the Merger Agreement, Applica was to have merged with and into Holding Company (the “Merger”) following the spin off of Holding Company by the Company to its stockholders. The Merger Agreement provided that the outstanding shares of Applica common stock immediately prior to the consummation of the Merger would have been converted into the right to receive a number of shares of Holding Company Class A common stock equal to 25% of the aggregate number of shares of Holding Company common stock outstanding immediately following the Merger.

     On October 19, 2006, the Company issued a press release announcing that it received a notice from Applica in which Applica purported to exercise its right to terminate the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference thereto.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.	Exhibit Description
99.1	Press release, dated October 19, 2006

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.

	NACCO INDUSTRIES, INC.
	By: Name: Title:	/s/ Charles A. Bittenbender Charles A. Bittenbender Vice President, General Counsel and Secretary
Date: October 19, 2006

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press release, dated October 19, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE	NACCO Industries, Inc.
	5875 Landerbrook Drive l Cleveland, Ohio 44124-4069
	Tel. (440) 449-9600 l Fax (440) 449-9577

For Immediate Release
Thursday, October 19, 2006

NACCO INDUSTRIES, INC. RECEIVES NOTICE OF TERMINATION OF MERGER
AGREEMENT BY APPLICA INCORPORATED

     CLEVELAND, OH, October 19, 2006 — NACCO Industries, Inc. (NYSE: NC) today announced that NACCO received a notice from Applica Incorporated (NYSE:APN) in which Applica claimed to exercise its right to terminate its merger agreement with NACCO and HB-PS Holding Company, Inc. The notice also claimed that Applica’s Board of Directors authorized Applica to enter into a written agreement with an Applica shareholder that provides for a cash offer to purchase shares of Applica common stock.

About NACCO

NACCO is an operating holding company with three principal businesses: lift trucks, housewares and mining. NACCO Materials Handling Group, Inc. designs, engineers, manufactures, sells, services and leases a comprehensive line of lift trucks and aftermarket parts marketed globally under the Hyster and Yale brand names. NACCO Housewares Group consists of Hamilton Beach/Proctor-Silex, a leading designer, marketer and distributor of small electric household appliances, as well as commercial products for restaurants, bars and hotels, and The Kitchen Collection, Inc., a national specialty retailer of kitchenware and gourmet foods operating under the Kitchen Collection and Le Gourmet Chef store names in outlet and traditional malls throughout the United States. The North American Coal Corporation mines and markets lignite coal primarily as fuel for power generation and provides selected value-added mining services for other natural resources companies. Additional information about NACCO is available at www.nacco.com.

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     In connection with the merger, HB-PS Holding Company, Inc. has filed a registration statement on Form S-4 (Registration No. 333-137244) with the Securities and Exchange Commission (“SEC”) containing a proxy statement/prospectus/information statement relating to the merger. Investors are urged to read the definitive proxy statement/prospectus/information statement regarding the merger when it becomes available because it will contain important information about HB-PS Holding Company, Inc., Applica Incorporated and NACCO Industries, Inc. and the merger.

     Investors and security holders may obtain free copies of the registration statement on Form S-4 and the definitive proxy statement/prospectus/information statement (when available),

as well as other documents containing information about HB-PS Holding Company, Inc., Applica Incorporated and NACCO Industries, Inc. when they become available through the website maintained by the SEC at www.sec.gov. In addition, the documents filed with the SEC by Applica Incorporated may be obtained free of charge by directing such requests to Applica Incorporated, 3633 Flamingo Road, Miramar, Florida 33027, Attention: Investor Relations ((305) 362-2611), or from Applica Incorporated’s website at www.applicainc.com. The documents filed with the SEC by HB-PS Holding Company, Inc. may be obtained free of charge by directing such requests to HB-PS Holding Company, Inc., 4421 Waterfront Drive, Glen Allen, Virginia 23060, Attention: Investor Relations (804) 527-7166), or from HB-PS Holding Company, Inc.’s website at www.hamiltonbeach.com. The documents filed with the SEC by NACCO Industries, Inc. may be obtained free of charge by directing such requests to NACCO Industries, Inc., 5875 Landerbrook Drive, Cleveland, Ohio 44124, Attention: Investor Relations ((440) 449-9669), or from NACCO Industries, Inc.’s website at www.nacco.com.

     Applica Incorporated, HB-PS Holding Company, Inc. and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from Applica Incorporated shareholders with respect to the merger. Information regarding the interests of these officers and directors in the merger is included in the registration statement on Form S-4 and proxy statement/prospectus/information statement included within the registration statement on Form S-4, as well as in other relevant documents filed with the SEC. In addition, information about Applica Incorporated’s directors, executive officers and members of management is contained in Applica Incorporated’s most recent proxy statement, which is available on Applica Incorporated’s website and at www.sec.gov.

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FOR FURTHER INFORMATION, CONTACT:
NACCO Industries, Inc. (including Hamilton Beach/Proctor-Silex)
Christina Kmetko
Manager-Finance
(440) 449-9669