NACCO INDUSTRIES, INC. (NYSE:NC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 7.01. 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 Exhibit99.1 to this Current Report on Form8-K, which is incorporated herein by reference thereto.
Item 7.01Regulation FD Disclosure.
On August21, 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 Exhibit99.2 to this Current Report on Form8-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 Section18 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 7.01 Other Events.
On August21, 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 7.01 Financial Statements and Exhibits.
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(d) Exhibits |
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99.1 |
NACCO Industries, Inc. CEO Transition press release, dated August 21, 2017. |
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99.2 |
NACCO Industries, Inc. press release dated, August21, 2017, furnished herewith. |
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99.3 |
NACCO Industries, Inc. dividend press release, dated August 21, 2017. |
NACCO INDUSTRIES INC ExhibitEX-99.1 2 exhibit991-ceotransition.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 NEWS RELEASE NACCO Industries,…To view the full exhibit click here
About NACCO INDUSTRIES, INC. (NYSE:NC)
NACCO Industries, Inc. is a holding company with principal businesses, including mining, small appliances and specialty retail. The Company operates through three segments: NACoal, HBB and KC. Its subsidiaries include The North American Coal Corporation (NACoal), Hamilton Beach Brands, Inc. (HBB) and Kitchen Collection (KC). Its NACoal segment mines coal for use in power generation and provides mining services for other natural resources companies. NACoal’s mining operations include Mississippi Lignite Mining Company and Centennial Natural Resources. Its HBB segment designs, markets and distributes a range of small electric household and specialty housewares appliances, including blenders, can openers, coffeemakers, food processors, indoor electric grills, irons, mixers, slow cookers, toasters and toaster ovens. Its KC is a national specialty retailer of kitchenware and gourmet foods operating under the Kitchen Collection and Le Gourmet Chef store names in outlets and malls.
