UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant x
Filed by a party other than the registrant o
Check the appropriate box:
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o
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Preliminary proxy statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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Definitive proxy statement |
x
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Definitive additional materials |
o
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Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 |
APPLICA INCORPORATED
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
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x
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No fee required. |
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o
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Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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(1)
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Title of each class of securities to which transaction applies: |
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(2)
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Aggregate number of securities to which transaction applies: |
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was
determined): |
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(4)
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Proposed maximum aggregate value of transaction: |
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(5)
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Total fee paid: |
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o
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing. |
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(1)
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Amount previously paid: |
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(2)
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Form, schedule or registration statement no.: |
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(3)
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Filing party: |
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(4)
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Date Filed: |
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FOR IMMEDIATE RELEASE
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Contact:
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Investor Relations Department
(954) 883-1000
investor.relations@applicamail.com |
Second Lawsuit Filed Against Applica Incorporated by NACCO Industries, Inc.;
Applica Intends to Vigorously Defend Litigation
Miramar, Florida (December 19, 2006) Applica Incorporated (NYSE: APN) today announced that
NACCO Industries, Inc. filed a complaint in the United States District Court, Northern District of
Ohio, Eastern Division against Applica, Harbinger Capital Partners and certain of its affiliates
alleging violations of various securities laws and regulations. The complaint seeks declaratory and
injunctive relief, including, but not limited to, enjoining Harbinger Capital Partners from
proceeding with its proposed acquisition of Applica, ordering Applica
to correct alleged material
misstatements and omissions in its proxy statement dated December 4, 2006, and enjoining Applica
from proceeding with the proposed merger with affiliates of Harbinger.
On December 15, 2006, Applica announced that it had entered into an amendment to its merger
agreement with affiliates of Harbinger Capital Partners that provides for Applica shareholders to
receive $6.50 per share in cash, without interest, if the Harbinger merger is completed. Harbinger
Capital Partners is Applicas largest shareholder, with ownership of an aggregate of 9,830,800
shares or approximately 40% of the common stock of Applica.
Applica believes that the action is without merit and intends to vigorously defend the
lawsuit.
Applica Incorporated and its subsidiaries are marketers and distributors of a broad range of
branded and private-label small household appliances. Applica markets and distributes kitchen
products, home products, pest control products, pet care products and personal care products.
Applica markets products under licensed brand names, such as Black & Decker®, its own brand names,
such as Windmere®, LitterMaid®, Belson® and Applica®, and other private-label brand names.
Applicas customers include mass merchandisers, specialty retailers and appliance distributors
primarily in North America, Latin America and the Caribbean. Additional information regarding
Applica is available at www.applicainc.com.
In connection with the proposed transaction with Harbinger Capital Partners, Applica has filed
a definitive proxy statement and proxy supplement with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE PROXY SUPPLEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT APPLICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The definitive proxy
statement and proxy supplement have been mailed to Applica shareholders.
Investors and security holders may obtain free copies of these documents as they become
available through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed with the SEC may be obtained free of charge by directing such requests to Applica
Incorporated, 3633 Flamingo Road, Miramar, Florida 33027, Attention: Investor Relations ((954)
883-1000), or from Applica Incorporateds website at www.applicainc.com.