0000789933-17-000050.txt : 20170821 0000789933-17-000050.hdr.sgml : 20170821 20170821062950 ACCESSION NUMBER: 0000789933-17-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20170821 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170821 DATE AS OF CHANGE: 20170821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NACCO INDUSTRIES INC CENTRAL INDEX KEY: 0000789933 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 341505819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09172 FILM NUMBER: 171042108 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: SUITE 220 CITY: CLEVELAND STATE: OH ZIP: 44124-4069 BUSINESS PHONE: 4402295123 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: CLEVELAND STATE: OH ZIP: 44124 8-K 1 pocahontas8-kaug2017.htm 8-K Document


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 2017
 
 
 
NACCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
DELAWARE
1-9172
34-1505819
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
5875 LANDERBROOK DRIVE, SUITE 220, CLEVELAND, OHIO
44124-4069
(Address of principal executive offices)
(Zip code)
 
 
 
(440) 229-5151
(Registrant's telephone number, including area code)
 
 
 
N/A
(Former name or former address, if changed since last report)

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:
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company       [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     [ ]

 
 
 
 
 





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

NACCO Industries, Inc. ("NACCO" or the "Company") announced today that upon its completion of the proposed spin-off of Hamilton Beach Brands Holding Company, Alfred M. Rankin, Jr., will retire as President and Chief Executive Officer of NACCO while continuing to serve as Non-Executive Chairman of the Board of Directors of NACCO.

J.C. Butler, Jr., currently Senior Vice President, Finance, Treasurer and Chief Administrative Officer of NACCO and President and Chief Executive Officer, The North American Coal Corporation, will replace Mr. Rankin as the President and Chief Executive Officer of NACCO. Mr. Butler will continue to serve in his capacity as President and Chief Executive Officer, The North American Coal Corporation. Mr. Butler will also join the NACCO Board of Directors upon completion of the proposed spin-off.

The Company expects to enter into a new compensation arrangement with Mr. Butler, which has not been finalized as of the date of this Current Report on Form 8-K, in connection with his promotion to President and Chief Executive Officer of NACCO. The Company intends to file an amendment to this Current Report on Form 8-K within four business days after such information becomes available.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference thereto.

Item 7.01 Regulation FD Disclosure.
    
On August 21, 2017, NACCO announced that its wholly-owned subsidiary, Hamilton Beach Brands Holding Company, has filed a registration statement with the U.S. Securities and Exchange Commission relating to a proposed spin-off by NACCO of its two housewares-related businesses to NACCO stockholders. Hamilton Beach Brands Holding Company, as an independent public company, will own and operate the Hamilton Beach Brands, Inc. and The Kitchen Collection, LLC subsidiaries of NACCO. NACCO will not receive any proceeds from the spin-off. Subject to the effectiveness of the registration statement, it is expected that the spin-off will be completed during the third quarter of 2017 and be tax-free to both NACCO and its stockholders.

A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K, which is incorporated herein by reference thereto.

In addition, as a result of the proposed spin-off of Hamilton Beach Brands Holding Company, the Company expects to incur between $1.0 and $1.5 million of additional income tax expense in the third quarter of 2017 based on the expected tax rates at which deferred taxes will be realized subsequent to the spin.

The information in this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing, nor shall it be deemed an admission as to the materiality of such information.






Item 8.01 Other Events.
    
On August 21, 2017, NACCO issued a press release announcing that the Board of Directors declared a regular cash dividend of 27.25 cents per share. The dividend is payable on both the Class A and Class B Common Stock, and will be paid September 15, 2017 to stockholders of record at the close of business on September 1, 2017.

A copy of the Company’s press release announcing the quarterly dividend is attached hereto as Exhibit 99.3 and incorporated herein by reference.
    
Item 9.01 Financial Statements and Exhibits.
    
(d) Exhibits
 
 
 
 
 
99.1
 
NACCO Industries, Inc. CEO Transition press release, dated August 21, 2017.
99.2
 
NACCO Industries, Inc. press release dated, August 21, 2017, furnished herewith.
99.3
 
NACCO Industries, Inc. dividend press release, dated August 21, 2017.






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.


 
 
 
 
 
Date:
August 21, 2017
 
NACCO INDUSTRIES, INC.
 
 
 
 
 
 
 
 
By:
/s/ Elizabeth I. Loveman
 
 
 
 
Elizabeth I. Loveman
 
 
 
 
Vice President and Controller
 






EXHIBIT INDEX

Exhibit Number
 
Description
 
 
 
99.1
 
NACCO Industries, Inc. CEO Transition release, dated August 21, 2017.
99.2
 
NACCO Industries, Inc. press release dated, August 21, 2017, furnished herewith.
99.3
 
NACCO Industries, Inc. dividend press release, dated August 21, 2017.



EX-99.1 2 exhibit991-ceotransition.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1    
NEWS RELEASE
 
NACCO Industries, Inc.
 
 
5875 Landerbrook Drive • Suite 220 • Cleveland, Ohio 44124-4069
 
 
Tel. (440) 229-5151 • Fax (440) 229-5138
 
 
 
FOR FURTHER INFORMATION, CONTACT:
 
 
Christina Kmetko
 
For Immediate Release
(440) 229-5130
 
Monday, August 21, 2017


NACCO INDUSTRIES, INC. ANNOUNCES PLANS FOR CEO TRANSITION
______________________________________________________________

Cleveland, Ohio, Monday, August 21, 2017 - NACCO Industries, Inc. (NC: NYSE) announced today that upon its completion of the proposed spin-off of Hamilton Beach Brands Holding Company, which is expected to occur in the third quarter of 2017, Alfred M. Rankin, Jr., will retire as President and Chief Executive Officer of NACCO while continuing to serve as Non-Executive Chairman of the Board of Directors of NACCO. In addition, Mr. Rankin, will become Executive Chairman of Hamilton Beach Brands Holding Company following the spin-off.
    
Mr. Rankin, 75, has provided over 45 years of dedicated service to NACCO and its subsidiary companies, beginning as a member of North American Coal’s board in 1972, and then joining NACCO as its President and Chief Operating Officer in April 1989. He became President and Chief Executive Officer in May 1991 and assumed the Chairman role in May 1994. Under Mr. Rankin’s leadership, NACCO grew from a company with $616 million in revenues in 1988 to $3.3 billion in 2011, just prior to the spin-off of NACCO’s materials handling business in 2012.

J.C. Butler, Jr., 56, will become President and Chief Executive Officer of NACCO and will join the NACCO Board of Directors upon Mr. Rankin’s retirement. Mr. Butler will also continue to serve in his capacity as the President and Chief Executive Officer of North American Coal, a role he has held since July 2015. Mr. Butler has served as Senior Vice President - Finance, Treasurer and Chief Administrative Officer of NACCO since September 2012.
 
Mr. Butler joined NACCO in 1995 as Manager of Corporate Development and served as its Vice President - Corporate Development and Treasurer from January 1997 to September 2012.  Mr. Butler also served as Senior Vice President - Project Development of North American Coal from May 2008 until December 2009, and as Senior Vice President - Project Development and Administration of North American Coal from January 2010 until June 2015.

Mr. Butler received Bachelor of Science and Master of Science degrees in Agricultural Economics from Purdue University, and earned a Master's of Business Administration degree from Harvard Business School.  

Gregory H. Trepp, 55, will become the President and Chief Executive Officer of Hamilton Beach Brands Holding Company and join its Board of Directors upon completion of the spin-off. He has served as President and Chief Executive Officer of Hamilton Beach Brands, Inc. and Chief Executive Officer of The Kitchen Collection, LLC since January 2010.






Mr. Trepp joined Hamilton Beach Brands in January 1996 as Director of Marketing, and has held positions of increasing responsibility within Hamilton Beach Brands and Kitchen Collection since that time.

Mr. Trepp received a Bachelor of Science degree from the University of Richmond and a Masters of Business Administration degree from the University of Connecticut.

Conference Call/Webcast
In conjunction with this news release, NACCO and Hamilton Beach Brands Holding Company will host a joint conference call and webcast later this morning, August 21, 2017, at 9:00 a.m Eastern Time to discuss the CEO transitions and spin-off. To participate in the conference call, please dial (833) 241-4258 (within the U.S.) or (647) 689-4209 (outside the U.S.), Passcode: 70490698, 10 minutes prior to the start of the call.

A live webcast of the conference call will be available over the Internet through NACCO Industries, Inc.’s website at www.nacco.com. Please allow 15 minutes to register, download and install any necessary audio software required to listen to the broadcast.

Forward-looking Statements Disclaimer
The statements contained in this news release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Such risks and uncertainties with respect to each subsidiary's operations include, without limitation:
North American Coal: (1) the potential closure of the Liberty Mine in Mississippi, (2) changes in tax laws or regulatory requirements, including changes in mining or power plant emission regulations and health, safety or environmental legislation, (3) changes in costs related to geological conditions, repairs and maintenance, new equipment and replacement parts, fuel or other similar items, (4) regulatory actions, changes in mining permit requirements or delays in obtaining mining permits that could affect deliveries to customers, (5) weather conditions, extended power plant outages or other events that would change the level of customers' coal or limerock requirements, (6) weather or equipment problems that could affect deliveries to customers, (7) changes in the power industry that would affect demand for North American Coal's reserves, (8) changes in the costs to reclaim North American Coal mining areas, (9) costs to pursue and develop new mining opportunities, (10) changes to or termination of a long-term mining contract, or a customer default under a contract, (11) the timing and pricing of transactions to dispose of assets at the Centennial operations, (12) delays or reductions in coal deliveries at North American Coal's newer mines, and (13) increased competition, including consolidation within the industry.
Hamilton Beach Brands, Inc.: (1) changes in the sales prices, product mix or levels of consumer purchases of small electric and specialty housewares appliances, (2) changes in consumer retail and credit markets, including the increasing volume of transactions made through third-party internet sellers, (3) bankruptcy of or loss of major retail customers or suppliers, (4) changes in costs, including transportation costs, of sourced products, (5) delays in delivery of sourced products, (6) changes in or unavailability of quality or cost effective suppliers, (7) exchange rate fluctuations, changes in the import tariffs and monetary policies and other changes in the regulatory climate in the countries in which Hamilton Beach buys, operates and/or sells products, (8) product liability, regulatory actions or other litigation, warranty claims or returns of products, (9) customer acceptance of, changes in costs of, or delays in the development of n





ew products, (10) increased competition, including consolidation within the industry and (11) changes mandated by federal, state and other regulation, including tax, health, safety or environmental legislation.
Kitchen Collection: (1) increased competition, including through online channels, (2) shifts in consumer shopping patterns, gasoline prices, weather conditions, the level of consumer confidence and disposable income as a result of economic conditions, unemployment rates or other events or conditions that may adversely affect the number of customers visiting Kitchen Collection® stores, (3) changes in the sales prices, product mix or levels of consumer purchases of kitchenware and small electric appliances, (4) changes in costs, including transportation costs, of inventory, (5) delays in delivery or the unavailability of inventory, (6) customer acceptance of new products, (7) the anticipated impact of the opening of new stores, the ability to renegotiate existing leases and effectively and efficiently close under-performing stores and (8) changes in the import tariffs and monetary policies and other changes in the regulatory climate in the countries in which Kitchen Collection buys, operates and/or sells products.

About NACCO Industries, Inc.
NACCO Industries, Inc., headquartered in Cleveland, Ohio, is an operating holding company with subsidiaries in the following principal industries: mining, consumer, commercial and specialty small appliances and specialty retail. The North American Coal Corporation mines coal primarily for use in power generation and provides value-added services for natural resource companies. Hamilton Beach Brands, Inc. is a leading designer, marketer and distributor of branded small electric household and specialty housewares appliances, as well as commercial products for restaurants, bars and hotels. The Kitchen Collection, LLC is a national specialty retailer of kitchenware in outlet and traditional malls throughout the United States. For more information about NACCO, visit the Company's website at www.nacco.com.





EX-99.2 3 exhibit992-pressrelease.htm EXHIBIT 99.2 Exhibit


Exhibit 99.2    
NEWS RELEASE
 
NACCO Industries, Inc.
 
 
5875 Landerbrook Drive • Suite 220 • Cleveland, Ohio 44124-4069
 
 
Tel. (440) 229-5151 • Fax (440) 229-5138
 
 
 
FOR FURTHER INFORMATION, CONTACT:
 
 
Christina Kmetko
 
For Immediate Release
(440) 229-5130
 
Monday, August 21, 2017


HAMILTON BEACH BRANDS HOLDING COMPANY FILES REGISTRATION
STATEMENT RELATING TO PROPOSED SPIN-OFF
_____________________________________________________________

CLEVELAND, OH, August 21, 2017 - NACCO Industries, Inc. (NYSE: NC) announced today that its wholly-owned subsidiary, Hamilton Beach Brands Holding Company, has filed a registration statement with the U.S. Securities and Exchange Commission relating to a proposed spin-off by NACCO of its housewares-related businesses to NACCO stockholders. Hamilton Beach Brands Holding Company, as an independent public company, will own and operate the Hamilton Beach Brands, Inc. and The Kitchen Collection, LLC subsidiaries of NACCO Industries. NACCO Industries will not receive any proceeds from the spin-off. Subject to the effectiveness of the registration statement, it is expected that the spin-off will be completed during the third quarter of 2017 and be tax-free to both NACCO and its stockholders.

As a result of the spin-off, NACCO stockholders will receive shares in Hamilton Beach Brands Holding Company, in addition to retaining their shares of NACCO common stock. Hamilton Beach Brands Holding Company will have two classes of stock, similar to NACCO. In the spin-off, NACCO stockholders will receive one share of Hamilton Beach Brands Holding Company Class A common stock and one share of Hamilton Beach Brands Holding Company Class B common stock for each share of NACCO Industries, Inc. Class A or Class B common stock owned on the record date for the spin-off.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Class A common stock or Class B common stock of Hamilton Beach Brands Holding Company nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. A copy of the prospectus, when available, may be obtained from the offices of Hamilton Beach Brands Holding Company, Attention: Investor Relations, 4421 Waterfront Dr., Glen Allen, Virginia 23060.

Conference Call/Webcast
In conjunction with this news release, NACCO and Hamilton Beach Brands Holding Company will host a joint conference call and webcast later this morning, August 21, 2017, at 9:00 a.m. Eastern Time to discuss the spin-off. To participate in the conference call, please dial (833) 241-4258 (within the U.S.) or (647) 689-4209 (outside the U.S.), Passcode: 70490698, 10 minutes prior to the start of the call.

A live webcast of the conference call will be available over the Internet through Hamilton Beach Brands Holding Company's website at www.hamiltonbeachbrands.com. Please allow 15 minutes to register, download and install any necessary audio software required to listen to the broadcast.






Forward-looking Statements Disclaimer
The statements contained in this news release that are not historical facts are “forward-looking statements.” These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Neither NACCO Industries nor Hamilton Beach Brands Holding Company undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation:
Hamilton Beach Brands Holding Company: (1) the failure to obtain New York Stock Exchange approval for the listing of Hamilton Beach Brands Holding Company's Class A common stock.
Hamilton Beach Brands, Inc.: (1) changes in the sales prices, product mix or levels of consumer purchases of small electric and specialty housewares appliances, (2) changes in consumer retail and credit markets, including the increasing volume of transactions made through third-party internet sellers, (3) bankruptcy of or loss of major retail customers or suppliers, (4) changes in costs, including transportation costs, of sourced products, (5) delays in delivery of sourced products, (6) changes in or unavailability of quality or cost effective suppliers, (7) exchange rate fluctuations, changes in the import tariffs and monetary policies and other changes in the regulatory climate in the countries in which Hamilton Beach buys, operates and/or sells products, (8) product liability, regulatory actions or other litigation, warranty claims or returns of products, (9) customer acceptance of, changes in costs of, or delays in the development of new products, (10) increased competition, including consolidation within the industry and (11) changes mandated by federal, state and other regulation, including tax, health, safety or environmental legislation.
Kitchen Collection: (1) increased competition, including through online channels, (2) shifts in consumer shopping patterns, gasoline prices, weather conditions, the level of consumer confidence and disposable income as a result of economic conditions, unemployment rates or other events or conditions that may adversely affect the number of customers visiting Kitchen Collection® stores, (3) changes in the sales prices, product mix or levels of consumer purchases of kitchenware and small electric appliances, (4) changes in costs, including transportation costs, of inventory, (5) delays in delivery or the unavailability of inventory, (6) customer acceptance of new products, (7) the anticipated impact of the opening of new stores, the ability to renegotiate existing leases and effectively and efficiently close under-performing stores and (8) changes in the import tariffs and monetary policies and other changes in the regulatory climate in the countries in which Kitchen Collection buys, operates and/or sells products.
North American Coal: (1) the potential closure of the Liberty Mine in Mississippi, (2) changes in tax laws or regulatory requirements, including changes in mining or power plant emission regulations and health, safety or environmental legislation, (3) changes in costs related to geological conditions, repairs and maintenance, new equipment and replacement parts, fuel or other similar items, (4) regulatory actions, changes in mining permit requirements or delays in obtaining mining permits that could affect deliveries to customers, (5) weather conditions, extended power plant outages or other events that would change the level of customers' coal or limerock requirements, (6) weather or equipment problems that could affect deliveries to customers, (7) changes in the power industry that would affect demand for North American Coal's reserves, (8) changes in the costs to reclaim North American Coal mining areas, (9) costs to pursue and develop new mining opportunities, (10) changes to or termination of a long-term mining contract, or a customer default under a contract, (11) the timing and pricing of transactions to dispose of assets at the Centennial operations, (12) delays or reductions in coal deliveries at North American Coal's newer mines, and (13) increased competition, including consolidation within the industry.







About NACCO Industries, Inc.
NACCO Industries, Inc., headquartered in Cleveland, Ohio, is an operating holding company with subsidiaries in the following principal industries: mining, consumer, commercial and specialty small appliances and specialty retail. The North American Coal Corporation mines coal primarily for use in power generation and provides value-added services for natural resource companies. Hamilton Beach Brands, Inc. is a leading designer, marketer and distributor of branded small electric household and specialty housewares appliances, as well as commercial products for restaurants, bars and hotels. The Kitchen Collection, LLC is a national specialty retailer of kitchenware in outlet and traditional malls throughout the United States.

About Hamilton Beach Brands Holding Company
Hamilton Beach Brands Holding Company is expected to be an independent public operating holding company for two separate businesses: consumer, commercial and specialty small appliances and specialty retail. Hamilton Beach Brands, Inc. is a leading designer, marketer and distributor of branded small electric household and specialty housewares appliances, as well as commercial products for restaurants, bars and hotels. The Kitchen Collection, LLC is a national specialty retailer of kitchenware operating under the Kitchen Collection® store name in outlet and traditional malls throughout the United States.


###





EX-99.3 4 exhibit993-dividend.htm EXHIBIT 99.3 Exhibit


Exhibit 99.3    
NEWS RELEASE
 
NACCO Industries, Inc.
 
 
5875 Landerbrook Drive • Suite 220 • Cleveland, Ohio 44124-4069
 
 
Tel. (440) 229-5151 • Fax (440) 229-5138
 
 
 
FOR FURTHER INFORMATION, CONTACT:
 
 
Christina Kmetko
 
For Immediate Release
(440) 229-5130
 
Monday, August 21, 2017





NACCO INDUSTRIES
DECLARES QUARTERLY DIVIDEND

Cleveland, Ohio, August 21, 2017: NACCO Industries, Inc. (NYSE: NC) today announced that the Board of Directors declared a regular cash dividend of 27.25 cents per share. The dividend is payable on both the Class A and Class B Common Stock, and will be paid September 15, 2017 to stockholders of record at the close of business on September 1, 2017.



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