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. 1)
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
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Transaction Valuation*
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Amount of Filing Fee**
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$167,454,300.00
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$
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17,917.61
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*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 $6.50 per Share (as defined herein).
**Previously Paid
þ Check 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.
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Amount Previously Paid: $17,917.61
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Filing Party: Apex Acquisition Corporation/NACCO Industries, Inc. |
Form or Registration No.: Schedule TO-T
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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:
þ 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
Items 1 through 9, and Item 11
This Amendment No. 1 (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 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 $6.50 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 and in the related Letter of Transmittal (which, together with the
Offer To Purchase and any amendments or supplements thereto constitute the “Offer”). Except as
specifically provided herein, this Amendment does not modify any of the information previously
reported on Schedule TO.
Capitalized terms used but not defined herein have the meanings specified in the Offer To
Purchase and the Schedule TO.
The item numbers and responses thereto below are in accordance with the requirements of
Schedule TO.
Item 11. Additional Information.
Item 11 of the Schedule TO, which incorporates the information contained in the Offer To
Purchase, is hereby amended by adding to the end of Section 15 — “Certain Legal Matters; Regulatory
Approvals” of the Offer To Purchase the following:
On December 18, 2006, NACCO and Purchaser filed a complaint in the United States District
Court, Northern District of Ohio, Eastern Division (the “Federal Complaint”) against the Company,
Harbert Management Corporation, HMC Investors, L.L.C., Harbinger Capital Partners Offshore Manager,
L.L.C., Harbinger Capital Partners Master Fund I, Ltd., HMC-New York, Inc., Harbinger Capital
Partners Special Situations GP, LLC, Harbinger Capital Partners Special Situations Fund , L.P., APN
Holding Company, Inc, APN Mergersub, Inc., David Maura, Philip Falcone, Raymond J. Harbert and
Michael D. Luce. The Federal Complaint alleges violations of the Securities Exchange Act of 1934
(the “Exchange Act”) Section 13(d), SEC Rule 13d-1 and violations of Exchange Act Section 14(a) and
SEC Rule 14a-9. The Federal Complaint seeks declaratory and injunctive relief, including, but not
limited to, declaring that Harbinger’s Schedules 13G and 13D, and the amendments thereto, violate
the Exchange Act, enjoining the Harbinger Defendants from proceeding with their proposed
acquisition of Applica common stock and proposed merger, ordering the Company to correct material
misstatements and omissions in the Applica 12-4-06 Proxy Statement, enjoining the Company from
proceeding with the proposed merger with affiliates of Harbinger and granting such other relief as
the Court may deem necessary to level the playing field in the contest for control of the Company.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following
exhibit:
(a)(5)(i) Complaint filed on December 18, 2006 in the United Stated District Court for the
Northern District of Ohio, Eastern Division.