SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO/A

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)

APPLICA INCORPORATED

(Name of Subject Company (Issuer))

Apex Acquisition Corporation
NACCO Industries, Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.10 per share

(Title of Class of Securities)

03815A106
(CUSIP Number of Class of Securities)

Charles A. Bittenbender, Esq.
Vice President, General Counsel, and Secretary
NACCO Industries, Inc.
5875 Landerbrook Drive
Cleveland, Ohio 44124
(440) 449-9600

(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
Thomas C. Daniels, Esq.
Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
(216) 586-3939

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$207,385,710	$22,190.27

*For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 25,762,200 shares of common stock, par value $0.10 per share, of Applica Incorporated outstanding on a fully diluted basis consisting of (a) 25,001,100 shares of common stock outstanding and (b) 761,100 shares of common stock subject to outstanding options granted under Applica’s equity incentive plans and (ii) the tender offer price of $8.05 per Share (as defined herein).

** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.000107.

ýCheck the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $413.49	Filing Party: Apex Acquisition Corporation/NACCO Industries, Inc.
Form or Registration No.: Schedule TO-T/A	Date Filed: January 9, 2007
Amount Previously Paid: $689.13	Filing Party: Apex Acquisition Corporation/NACCO Industries, Inc.
Form or Registration No.: Schedule TO-T/A	Date Filed: January 3, 2007
Amount Previously Paid: $1,378.28	Filing Party: Apex Acquisition Corporation/NACCO Industries, Inc.
Form or Registration No.: Schedule TO-T/A	Date Filed: December 26, 2006
Amount Previously Paid: $1,378.28	Filing Party: Apex Acquisition Corporation/NACCO Industries, Inc.
Form or Registration No.: Schedule TO-T/A	Date Filed: December 21, 2006
Amount Previously Paid: $17,917.61	Filing Party: Apex Acquisition Corporation/NACCO Industries, Inc.
Form or Registration No.: Schedule TO-T	Date Filed: December 15, 2006

o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý     third-party tender offer subject to Rule 14d-1.
o     issuer tender offer subject to Rule 13e-4.
o     going-private transaction subject to Rule 13e-3.
o     amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Item 12. Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-A.5.VI
EX-A.5.VII
EX-A.5.VIII

Items 1 through 9, and Item 11.

    This Amendment No. 6 (this “Amendment”) to the Tender Offer Statement on Schedule TO amends and supplements the tender offer statement originally filed with the Securities and Exchange Commission on December 15, 2006, as amended (as so amended and supplemented, the “Schedule TO”), by Apex Acquisition Corporation, a Florida corporation (“Purchaser”) and a newly formed, indirect, wholly owned subsidiary of NACCO Industries, Inc., a Delaware corporation (“NACCO”). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Applica Incorporated, a Florida corporation (the “Company”), other than Shares held by NACCO or its affiliates, at a price of $7.90 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer To Purchase dated December 15, 2006, as amended, and in the related Letter of Transmittal (which, together with the Offer To Purchase and any amendments or supplements thereto constitute the “Offer”). Capitalized terms used but not defined herein have the meanings specified in the Offer To Purchase and the Schedule TO. The item numbers referenced herein are in accordance with the requirements of Schedule TO. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on Schedule TO.

     The price per Share to be paid pursuant to the Offer has been increased from $7.90 per Share to $8.05 per Share, net to the seller in cash, without interest. The full text of the press release issued by NACCO on January 16, 2007, announcing the increase in the Offer Price and extending the Expiration Date is filed herewith as Exhibit (a)(5)(vi).

     The Offer To Purchase and the related Letter of Transmittal, together with the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, are each hereby amended to delete all references to the Offer Price of $7.90 per Share and to replace them with references to $8.05 per Share except in the paragraph of “The Offer — Section 11. Contacts and Transactions with the Company; Background of the Offer” describing the price increase made by Purchaser and NACCO on January 9, 2007.

     The Offer To Purchase and the related Letter of Transmittal, together with the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, are each hereby amended to delete all references to the January 23, 2007 Expiration Date and to replace them with references to a January 29, 2007 Expiration Date.

     On January 9, 2007, the Company sent a letter to NACCO in response to NACCO’s increase of the Offer Price on January 9, 2007, from $7.75 per Share to $7.90 per Share. The full text of the Company’s letter sent to NACCO on January 9, 2007, is filed herewith as Exhibit (a)(5)(vii).

     On January 11, 2007, NACCO responded in writing to the Company’s January 9, 2007 letter to address certain issues raised therein. The full text of NACCO’s response letter sent to the Company on January 11, 2007, is filed herewith as Exhibit (a)(5)(viii).

     The Offer To Purchase is hereby amended as follows:

1. The second paragraph under the question “What does the Company Board recommend regarding the offer?” in the “Summary Term Sheet” is hereby amended and restated in its entirety to read as follows:

“On January 12, 2007, the Company filed an amended Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) in connection with the offer recommending that the Company’s shareholders reject the offer and not tender their Shares in the offer. Our obligation to purchase shares under the offer is subject to the condition that the Company Board shall have either recommended that the holders of shares accept the offer and tender their shares in the offer, taken a neutral position with respect to the offer or not recommended against the offer. See “The Offer — Section 14. Conditions to the Offer.” Satisfaction of this

condition will require the Company Board to change its current recommendation.”

2. The twelfth paragraph of the “Introduction” is hereby amended and restated in its entirety to read as follows:

“On January 12, 2007, the Company filed an amended Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC in connection with the Offer recommending that the Company’s shareholders reject the Offer and not tender their Shares in the Offer. The Schedule 14D-9 contains other important information, and Purchaser recommends that holders of Shares review it carefully. None of NACCO, Purchaser or any of their respective affiliates or representatives takes any responsibility for the disclosure included in or incorporated by reference into the Schedule 14D-9.”

3. The first sentence of “The Offer — Section 10. Source and Amount of Funds” is hereby amended and restated in its entirety to read as follows:

“The total amount of funds required by Purchaser to complete the Offer and consummate the Merger, and expected to be incurred by Purchaser, is estimated to be approximately $201,250,796.95 plus any related transaction fees and expenses.”

4. The following is hereby added at the end of “The Offer — Section 11. Contacts and Transactions with the Company; Background of the Offer”:

“On January 9, 2007, the Company sent a letter to NACCO in response to NACCO’s increase of the Offer Price from $7.75 per Share to $7.90 per Share. Although we believe that the Offer has substantially the same conditions precedent as those in the Harbinger Agreement, the Company stated in its letter that it considered our Offer highly conditional.

On January 10, 2007, the Company filed an amended Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC in connection with the Offer stating that the Company had not changed its recommendation that the Company’s shareholders vote “FOR” the Harbinger Agreement. The Schedule 14D-9 stated that the Offer was under review by the Company Board and the Company would advise the Company’s shareholders of the results of the review as soon as possible. The Company requested in the Schedule 14D-9 that the Company’s shareholders defer making a determination whether to accept or reject the Offer until they had been advised by the Company Board.

In addition, on January 10, 2007, representatives of NACCO held discussions with representatives of the Company to seek clarification of certain items contained in the Company’s January 9, 2007 letter.

Also, on January 10, 2007, NACCO voluntarily dismissed, without prejudice, its complaint against the Company and Harbinger, filed in the United States District Court, Northern District of Ohio, Eastern Division.

On January 11, 2007, NACCO responded in writing to the Company’s January 9, 2007 letter to address certain issues raised therein.

On January 12, 2007, the Company filed an amended Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC in connection with the Offer recommending that the Company’s shareholders reject the Offer and not tender their Shares in the Offer. The Schedule 14D-9 contains other important information, and Purchaser recommends that holders of Shares review it carefully. None of NACCO, Purchaser or any of their respective affiliates or representatives takes any responsibility for the disclosure included in or incorporated by reference into the Schedule 14D-9.

On January 16, 2007, Purchaser and NACCO increased the Offer Price to $8.05 per Share, net to the seller in cash, without interest and extended the Expiration Date of the Offer.”

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(5)(vi)	Press release issued by NACCO, dated January 16, 2007
(a)(5)(vii)	Letter from the Company to NACCO, dated January 9, 2007
(a)(5)(viii)	Letter from NACCO to the Company, dated January 11, 2007

SIGNATURE

     After due 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.

Date: January 16, 2007	Apex Acquisition Corporation
	By:	/s/ Charles A Bittenbender
		Name: Charles A. Bittenbender
		Title: Secretary
	NACCO Industries, Inc.
	By:	/s/ Charles A Bittenbender
		Name: Charles A. Bittenbender
		Title: Vice President, General Counsel, and Secretary

EXHIBIT INDEX

Exhibit	Description
(a)(1)(A)	Offer To Purchase, dated December 15, 2006*
(a)(1)(B)	Letter of Transmittal*
(a)(1)(C)	Notice of Guaranteed Delivery*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*
(a)(1)(G)	Press release issued by NACCO, dated December 15, 2006*
(a)(1)(I)	Summary advertisement, published December 15, 2006*
(a)(5)(i)	Complaint filed on December 18, 2006 in the United Stated District Court for the Northern District of Ohio, Eastern Division*
(a)(5)(ii)	Press release issued by NACCO, dated December 21, 2006*
(a)(5)(iii)	Press release issued by NACCO, dated December 26, 2006*
(a)(5)(iv)	Press release issued by NACCO, dated January 3, 2007*
(a)(5)(v)	Press release issued by NACCO, dated January 9, 2007*
(a)(5)(vi)	Press release issued by NACCO, dated January 16, 2007
(a)(5)(vii)	Letter from the Company to NACCO, dated January 9, 2007
(a)(5)(viii)	Letter from NACCO to the Company, dated January 11, 2007

* Previously filed.

EX-99.A.5.VI

Exhibit (a)(5)(vi)

For Immediate Release
Tuesday, January 16, 2007

NACCO INDUSTRIES, INC. INCREASES TENDER OFFER PRICE
FOR APPLICA TO $8.05 PER SHARE

CLEVELAND, OH, January 16, 2007 — NACCO Industries, Inc. (NYSE: NC) announced today that through an indirect, wholly owned subsidiary, it has increased the offer price in its cash tender offer to purchase all of the issued and outstanding shares of common stock, par value $0.10 per share, of Applica Incorporated (NYSE: APN) from $7.90 per share to $8.05 per share. The expiration date of the tender offer will be extended to January 29, 2007 as a result of the price increase.

Applica previously announced that it will reconvene the Special Meeting of its shareholders on January 17, 2007 to vote on the proposed Harbinger merger. Applica shareholders are urged to accept the NACCO offer at $8.05 per share.

As of the close of business on Friday, January 12, 2007, approximately 3,300 shares have been tendered pursuant to the tender offer.

Questions regarding the tender offer or requests for offering materials should be directed to the information agent, MacKenzie Partners, Inc., at (800) 322-2885. Offering materials are being filed today by Apex Acquisition Corporation, an indirect, wholly owned subsidiary of NACCO, with the Securities and Exchange Commission (SEC) and will be available on the SEC’s website at http://www.sec.gov. Applica’s shareholders are urged to read the offering materials filed by Apex Acquisition Corporation, which contain important information.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL, WHICH MAY BE MADE ONLY PURSUANT TO THE TERMS OF THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL INITIALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2006, AS AMENDED. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF APPLICA SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT COMPLY WITH THE LAWS OF THAT JURISDICTION.

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.

FOR QUESTIONS ABOUT THE TENDER OFFER, CONTACT:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Toll-Free: (800) 322-2885 or,
Call Collect: (212) 929-5500

tenderoffer@mackenziepartners.com

ANALYSTS AND MEDIA CONTACT:
NACCO Industries, Inc.
Christina Kmetko
Manager — Finance
(440) 449-9669

EX-99.A.5.VII

Exhibit (a)(5)(vii)

Applica Incorporated
3633 Flamingo Road
Mirarnar, Florida 33027
Phone: 954-883-1000

Lisa R. Carstarphen
Vice President, General Counsel and Corporate Secretary
Phone No : (954) 883-1025
Facsimile No.: (954) 883-1714
lisa.carstarphen@applicamail.com

January 9, 2007

Via Email

NACCO Industries, Inc.
5875 Landerbrook Drive
Cleveland, Ohio 44124-4017
Attention: Charles A. Bittenbender

     Re:     Offer to Purchase All Outstanding Shares of Common Stock of Applica Incorporated

Dear Mr. Bittenbender:

     I am writing on behalf of the Board of Directors of Applica Incorporated (the “Company”) in respect to the pending Offer to Purchase All Outstanding Shares of Common Stock of Company, as amended to the date hereof, including as set forth in the Schedule TO/A No. 5 filed by NACCO Industries, Inc. and certain of its affiliates (collectively, “NACCO”) with the Securities and Exchange Commission (such Offer to Purchase, as amended, the “Offer”). Although the Offer proposes a price of $7.90 per share of Company Common Stock as compared to the $7.75 per share of Company Common Stock to be paid under the pending merger agreement (the “Pending Merger Agreement”) with affiliates of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (collectively, “Harbinger”), the Board of Directors of the Company believes that the conditions precedent set forth in the Offer and its structure present substantial concerns that the Offer could not be consummated.

     Accordingly, unless the Offer is amended as described below in order to provide sufficient certainty of completion, the Board of Directors of the Company would not be in a position to reconsider its current recommendation with respect to the Offer.

NACCO Industries, Inc.
Cleveland, Ohio 44124
January 9, 2007

Page 2

          1. Minimum Tender Condition - The Offer is conditioned upon, among other things, there being validly tendered, and not properly withdrawn prior to the expiration date, a number of shares of Company Common Stock, which constitutes a majority of the outstanding shares, calculated on a fully diluted basis as of the date the shares are accepted for payment pursuant to the offer, excluding, in each case, the shares beneficially owned by NACCO.

The Company’s Board of Directors believes that there is a significant risk that this condition would not be fulfilled because Harbinger owns approximately 39% of the Company’s Common Stock. As a result, there is a concern that if Harbinger were to refuse to tender its shares to NACCO and unless the holders of substantially all of the Company’s remaining shares were tendered in the Offer, the Minimum Tender Condition would not be satisfied. Accordingly, the Minimum Tender Condition must be revised to require that a majority of the Applica Common Stock entitled to vote (as of the date hereof) must be validly tendered and not properly withdrawn prior to the expiration date of the Offer. We note that, in effect, this would make the Minimum Tender Condition substantially equal to the vote requirement necessary to approve the Pending Merger Agreement.

          2. Material Adverse Change Condition - The Offer is subject to the condition that “no event, circumstance, change or effect shall have occurred since October 19, 2006 that, individually or in the aggregate, with all other events, circumstances, changes and effects, is or could reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that the foregoing shall not include any event, circumstance, change or effect resulting from (A) changes in general economic conditions or (B) general changes in the industry of designing, marketing and distributing small electronic kitchen and household appliances in which the Company and its Subsidiaries operate that do not have a disproportionate effect (relative to overall industry performance) on the Company and its Subsidiaries, taken as a whole. ”

The Material Adverse Change condition does not exclude effects arising out of the transaction with NACCO. Accordingly, the Material Adverse Change Condition must be revised, such that adverse changes resulting from a transaction with NACCO or the announcement thereof would not constitute a basis for NACCO to assert that the condition has not been satisfied.

          3. Financing Unknown -Although the Offer discloses that it has arranged for credit facilities to fund the purchase of the Company’s Common Stock, it is unclear whether these facilities are fully committed, whether the conditions to which they are subject are or can reasonably be satisfied and whether they are adequate to finance the purchase of the Company’s common stock and refinance the Company’s debt obligations that would become payable in the event of a change of control and provide working capital post acquisition.

Accordingly, NACCO must provide an unequivocal representation that these facilities are fully committed, that the conditions precedent to the receipt of advances under such facilities are satisfied or are not subject to any substantive concern that they would not be satisfied such that that funds will actually be available and sufficient to allow NACCO to purchase and pay (i) for tendered shares of

NACCO Industries, lnc.
Cleveland, Ohio 44124
January 9, 2007

Page 3

Company Common Stock promptly following the expiration date of the Offer (without any further extension), (ii) the merger consideration payable in respect of the second step merger contemplated by the Offer in a timely fashion, and (iii) any funded debt obligations of the Company the repayment of which may be accelerated by consummation of the Offer.

          4. Merger Agreement - The Offer provides less certainty and greater obstacles to enforcement than does the Pending Merger Agreement.

Because any failure of NACCO to perform its obligations under the Offer could be remedied only by individual shareholder actions and the Offer does not provide for covenants and obligations to complete the transaction that are directly enforceable by the Company, the Board of Directors believes that shareholders are at substantially greater risk relying upon the Offer rather than participating in the Pending Merger Agreement. Moreover, the Board of Directors believes that in light of the already protracted contest for control of the Company, that it would be further counterproductive to prolong this contest pending prolonged negotiations of a new form of merger agreement. Accordingly, NACCO must provide its acknowledgement that it is willing to enter into a merger agreement substantially identical to the Pending Merger Agreement except with the following changes (in addition to necessary or appropriate revisions required in the context of the change in parties and timing):

          (a) The merger agreement would provide for a front end tender offer on the terms and subject to the same conditions as set forth in the Offer as revised in accordance with this letter and a second step merger providing in each case not less than $7.90 per share of Applica Common Stock, in cash;

          (b) That the conditions to consummation of the second step merger would be the same as set forth in Section 8.1 of NACCO’s proposed amended and restated merger agreement provided to the Company on December 13, 2006;

          (c) Both the definition of “Apple Material Adverse Effect” and the “no adverse changes” closing condition would be revised to reflect the modification discussed in Paragraph 2 above; and

          (d) The merger agreement should contain a clear representation that NACCO has available financial resources contemplated by Paragraph 3 above.

     The Company’s Board of Directors believes the current contest for the Company’s control must be resolved as soon as possible. As a result, your response to this letter is required not later than 5:00 p.m. Eastern Standard Time on Thursday, January 11, 2007. Your failure to respond by that time will be viewed by the Board of Directors as a rejection of these requirements.

     We would be pleased to discuss these terms at any time convenient, subject to such deadline. Please communicate any written response to the undersigned at the above addresses (either via email or

NACCO Industries, Inc.
Cleveland, Ohio 44124
January 9, 2007

Page 4

otherwise), with a copy to Ira Rosner of Greenberg Traurig, P.A. (email to rosneri@gtlaw.com or fax to 305.961.5844) and telephonic communications should be directed to the undersigned 954.883.1025.

Sincerely,

Lisa R. Carstarphen

cc:	Greenberg Traurig P.A.
	1221 Brickell Avenue
	Miami, FL 33131
	Attention:	Ira Rosner
	Jones Day
	222 E. 41st Street
	New York, NY 10017
	Attention:	Robert Profusek
		Randi Lesnick

EX-99.A.5.VIII

Exhibit (a)(5)(viii)

[NACCO INDUSTRIES, INC. Letterhead]

January 11, 2007

Via Email

The Board of Directors
Applica Incorporated
3633 Flamingo Road
Miramar, Florida 33027
c/o Lisa R. Carstarphen,

     Vice President, General Counsel and Corporate Secretary

Re: January 9, 2007 Letter

Ladies and Gentlemen:

    I am writing in response to your counsel’s January 9, 2007 letter and to express our surprise that you have not yet determined that our increased $7.90 per share offer constitutes a “Superior Proposal” as defined in the purported Harbinger merger agreement in that it would provide $0.15 per share more to Applica’s shareholders. In our view, the concerns expressed in your counsel’s January 9^th letter and Applica’s Schedule 14D-9 filings regarding the “conditionality” and the “certainty of completion” of our offer are unfounded.

     Our offer has substantially the same conditions precedent as those in the Harbinger merger agreement. In fact, we believe that the expansive scope of the representations, warranties and covenants in the Harbinger agreement, the truth of and compliance with which are conditions to Harbinger’s obligation to close, make Harbinger’s bid more conditional than our offer, especially when taken together with the condition regarding required but unidentified third-party consents. As such, we do not understand Applica’s repeated assertions that our tender offer is “highly conditional.” Perhaps the following will help you understand our perspective on all of this.

• Applica has stated that our tender offer is “highly conditional” based in part on the fact that our offer includes, as we think any tender offer would in these circumstances, a condition that you exempt the offer from the Florida Control Share Acquisition Statute and Affiliate Transactions Statute. We believe that your fiduciary duties require that you not prevent Applica shareholders from receiving greater value than they would under the Harbinger deal, particularly given that the Harbinger merger agreement requires that Applica help restore voting rights on Harbinger’s massive block of Applica stock even if the Harbinger merger agreement is rejected

The Board of Directors
Applica Incorporated
January 11, 2007
Page 2

• by shareholders or is terminated. In short, we believe that the power is in your hands to solve this issue, and we believe that your fiduciary duties require that you do so.

• Applica’s 14D-9 filings have also focused on the so-called “Capital Structure” condition in our offer. The “Capital Structure” condition operates in the same way as the prohibition against changes to Applica’s capital structure in Section 6.1 of the Harbinger merger agreement and the conditions in Sections 7.3(a) and 7.3(b) of the Harbinger agreement that Applica’s representations and covenants, which of course include extensive representations and covenants as to Applica’s capital structure, be true and correct.

• On numerous occasions, Applica has expressed its uncertainty over our ability to fund our offer. NACCO and Apex Acquisition Corporation have fully committed financing and, most importantly, our offer is not subject to a financing contingency. We have annual revenues in excess of $3.0 billion and a market capitalization of $1.1 billion. For these reasons, we believe that Applica’s assertion that our ability to pay is a legitimate concern is disingenuous. Both NACCO and Apex Acquisition Corporation have represented in our offer and are prepared to represent in a merger agreement with Applica that our financing is fully committed and that to our knowledge the conditions precedent to funding under the financing facilities are satisfied and are not subject to any substantive conditions precedent that would not be satisfied or within the ability of the Applica Board itself to satisfy.

     We are not prepared at this time to amend the minimum tender condition. As discussed with your counsel, we are concerned that a possible outcome of such a change could leave NACCO in a tenuous position as a minority shareholder without the necessary voting power to consummate the second-step merger. In these circumstances, especially where Applica has committed to help restore Harbinger’s voting rights, we think insistence on this point is not reasonable.

     We are willing to modify the material adverse change condition to clarify that the direct costs of the control contest and any business effects directly resulting from the announcement or consummation of a transaction with us would not serve as a basis for us to assert that the condition has not been satisfied. We would require a reasonable level of specificity with respect to the carve-out to avoid having it subsume the MAC condition itself in light of the many changes to Applica’s business that may have resulted from the sale process you initiated.

The Board of Directors
Applica Incorporated
January 11, 2007
Page 3

     While we question how the execution of a merger agreement by us would end the protracted process for the acquisition of Applica, we are prepared to enter into a merger agreement substantially in the form of the merger agreement Applica entered into with Harbinger on October 19th, with the changes proposed in your January 9^th letter, as modified below:

(a) The conditions identified as (d) and (e) on Exhibit A to our proposed amended and restated merger agreement provided to Applica on December 13, 2006 (the “Proposed NACCO Agreement”) would remain; and

(b) The no-shop provision contained in the Proposed NACCO Agreement would replace the parallel provision in the Harbinger agreement.

     Your counsel told ours yesterday that your January 9^th letter was intended to request that we enter into a merger agreement without a bring-down of the representations, warranties and covenants being a condition to either the consummation of our offer or the second-step merger. The Harbinger agreement provides for such a bring-down, and this is not acceptable to us nor, we believe, would it be to any bona fide buyer. That is the reason for our requirement in (a) above. In addition, your counsel told us that we could not have access to the historical financial results of Applica for the fourth quarter without terminating our tender offer. This is not, of course, acceptable. While we understand the constraints imposed by the Harbinger agreement, the Applica Board has alternatives available to it, such as publicly disclosing Applica’s financial results, if it truly desires to create a level playing field and maximize shareholder value.

     In sum, we do not believe it is possible for you to reasonably conclude that any of the conditions included in our offer could in any way limit you from carrying out your fiduciary duties and concluding that our offer constitutes a “Superior Proposal”, and we urge you to do so promptly.

     NACCO remains committed to the pursuit of the acquisition of Applica in a transaction we believe will maximize value to the shareholders of Applica, and avoid the uncertainties arising out of Harbinger’s conduct in this matter. The extraordinary increase in value NACCO has already brought to the Applica shareholders resulting from its continued interest in acquiring Applica is indisputable. We trust you will consider the foregoing in the spirit of explanation and cooperation which is intended, and consistent with your fiduciary responsibilities to recommend our offer as a “Superior Proposal”.

The Board of Directors
Applica Incorporated
January 11, 2007
Page 4

     We are available to discuss the foregoing at your convenience. Please feel free to contact me directly or have your counsel contact Bob Profusek (212.326.3800) or Randi Lesnick (212.326.3452) of Jones Day. We look forward to hearing from you.

Very truly yours,
 

/s/ Alfred M. Rankin, Jr.  

cc: Charles A. Bittenbender
Randi C. Lesnick
Robert A. Profusek
Ira N. Rosner