-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TMwxzzjRCMMgbe6GP0b9ahGOu3q4bXJtT2mrnSa6UrayTi7s/SYVdaIhTihVlKwH +cx+ui3PcLHzVDVudz3y9Q== 0000950152-07-009092.txt : 20071116 0000950152-07-009092.hdr.sgml : 20071116 20071115180844 ACCESSION NUMBER: 0000950152-07-009092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071115 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071116 DATE AS OF CHANGE: 20071115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NACCO INDUSTRIES INC CENTRAL INDEX KEY: 0000789933 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] 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: 071250985 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124-4017 BUSINESS PHONE: 4404499668 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 8-K 1 l28867ae8vk.htm NACCO INDUSTRIES, INC. 8-K NACCO INDUSTRIES, INC. 8-K
 

 
 
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):       November 15, 2007     
NACCO INDUSTRIES, INC.
 
(Exact Name of Registrant as Specified in Charter)
Delaware
 
(State or Other Jurisdiction of Incorporation)
     
1-9172   34-1505819
     
(Commission File Number)   (IRS Employer Identification Number)
     
5875 Landerbrook Drive, Cleveland, OH   44124-4017
     
(Address of Principal Executive Offices)   (Zip Code)
(440) 449-9600
 
(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:
o 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 8.01 Other Events.
On November 15, 2007, NACCO Industries, Inc. (the “Company”) announced that its Board of Directors has authorized a stock repurchase program for up to a total of $100 million of shares of the Company’s Class A Common Stock.
The Company issued a press release announcing the stock repurchase program on November 15, 2007, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference thereto.
Item 9.01 Financial Statements and Exhibits.
As described in Item 8.01 of this Current Report on Form 8-K, the following Exhibit is filed as part of this Current Report on Form 8-K.
     
(d) Exhibits
   
  99.1
  NACCO Industries, Inc. press release announcing its stock
repurchase program, dated November 15, 2007.

 


 

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:   /s/ Charles A. Bittenbender    
    Name:   Charles A. Bittenbender   
    Title:   Vice President, General Counsel and Secretary   
 
Date: November 15, 2007

 


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
99.1
  NACCO Industries, Inc. press release announcing its stock
repurchase program, dated November 15, 2007.

 

EX-99.1 2 l28867aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
NEWS RELEASE   (NACCO INDUSTRIES, INC. LOGO)
     
    5875 Landerbrook Drive Cleveland, Ohio 44124-4069
Tel. (440) 449-9600 Fax (440) 449-9577
FOR FURTHER INFORMATION, CONTACT:
Christina Kmetko
(440) 449-9669
For Immediate Release
Thursday, November 15, 2007
NACCO INDUSTRIES, INC. ANNOUNCES STOCK REPURCHASE PROGRAM
     CLEVELAND, Ohio, November 15, 2007 — NACCO Industries, Inc. (NYSE: NC) today announced that its Board of Directors has authorized a stock repurchase program for up to a total of $100 million of shares of the Company’s Class A Common Stock.
     “The Board of Directors’ approval of the stock repurchase program reflects its confidence in the Company,” said Alfred M. Rankin, Jr., Chairman, President and Chief Executive Officer of NACCO. “The Board has determined that a stock repurchase program is an appropriate use of NACCO’s financial resources given the current price for our Class A Common Stock. We have a strong balance sheet and available cash resources that will allow us to implement the stock repurchase program while continuing to pursue growth opportunities.”
     The Company may repurchase shares on the open market or in privately negotiated transactions, including block trades. The number of shares to be purchased, and the timing of the purchases, will depend upon market conditions, cash needs in the business, business conditions and other factors, including alternative investment opportunities, as may be considered in the Company’s sole discretion.
      NACCO has approximately 8.3 million shares of common stock outstanding, 6.7 million shares of which are Class A common stock, and plans to finance the repurchase program with available cash. On November 15, 2007, the Company’s Class A Common Stock closed at $93.84 per share.
Forward-looking Statements Disclaimer
     The statements contained in this press 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 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. There can be no assurance that any shares of Class A Common Stock will be purchased because the stock repurchase program may be limited, or terminated, at any time without notice and because actual share repurchases will be subject to a variety of factors, including market conditions and share prices. 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:
     NMHG: (1) reduction in demand for lift trucks and related aftermarket parts and service on a worldwide basis, especially in the U.S. where NMHG derives a majority of its sales, (2) changes in sales prices, (3) delays in delivery or increases in costs of raw materials or sourced products and labor, (4) customer acceptance of, changes in the prices of, or delays in the development of new products, (5) introduction of new products by, or more favorable product pricing offered by, NMHG’s competitors, (6) delays in manufacturing and delivery schedules, (7) changes in or unavailability of suppliers, (8)

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exchange rate fluctuations, changes in foreign import tariffs and monetary policies and other changes in the regulatory climate in the foreign countries in which NMHG operates and/or sells products, (9) product liability or other litigation, warranty claims or returns of products, (10) delays in or increased costs of restructuring programs, (11) the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement and sourcing initiatives, (12) acquisitions and/or dispositions of dealerships by NMHG and (13) changes mandated by federal and state regulation including health, safety or environmental legislation.
     Hamilton Beach: (1) changes in the sales prices, product mix or levels of consumer purchases of small electric appliances, (2) bankruptcy of or loss of major retail customers or suppliers, (3) changes in costs, including transportation costs, of key component parts or sourced products, (4) delays in delivery or the unavailability of key component parts or sourced products, (5) changes in suppliers, (6) exchange rate fluctuations, changes in the foreign import tariffs and monetary policies and other changes in the regulatory climate in the foreign countries in which Hamilton Beach buys, operates and/or sells products, (7) product liability, regulatory actions or other litigation, warranty claims or returns of products, (8) customer acceptance of, changes in costs of, or delays in the development of new products and (9) increased competition, including consolidation within the industry.
     Kitchen Collection: (1) gasoline prices, weather conditions or other events or other conditions that may adversely affect the number of customers visiting Kitchen Collection® and Le Gourmet Chef® stores, (2) changes in the sales prices, product mix or levels of consumer purchases of kitchenware, small electric appliances and gourmet foods, (3) changes in costs, including transportation costs, of inventory, (4) delays in delivery or the unavailability of inventory, (5) customer acceptance of new products, (6) increased competition and (7) the ability to successfully integrate Le Gourmet Chef into Kitchen Collection.
     North American Coal: (1) weather conditions, extended power plant outages or other events that would change the level of customers’ lignite coal or limerock requirements, (2) weather or equipment problems that could affect lignite coal or limerock deliveries to customers, (3) changes in mining permit requirements that could affect deliveries to customers, including in connection with the ongoing Florida limerock mining litigation, (4) changes in costs related to geological conditions, repairs and maintenance, new equipment and replacement parts, fuel or other similar items, (5) costs to pursue and develop new mining opportunities, including costs in connection with North American Coal’s joint ventures, (6) changes in U.S. regulatory requirements, including changes in power plant emission regulations and (7) changes in the power industry that would affect demand for North American Coal’s reserves.
About NACCO
     NACCO Industries, Inc. 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 Brands, Inc., 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. For more information about NACCO Industries, visit the Company’s website at www.nacco.com.
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