Applica Incorporated
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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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 |
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Definitive additional materials |
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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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Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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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Proposed maximum aggregate value of transaction: |
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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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Amount previously paid: |
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Form, schedule or registration statement no.: |
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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 |
APPLICA BOARD OF DIRECTORS URGES SHAREHOLDERS
TO REJECT NACCO TENDER OFFER
Reaffirms Harbinger Capital Partners Merger and Recommends That Shareholders
Vote FOR Adoption of Amended Merger Agreement
Miramar, Florida (December 19, 2006) Applica Incorporated (NYSE: APN) today announced that
it has filed with the United States Securities and Exchange Commission its Board of Directors
formal response to the unsolicited tender offer to purchase all outstanding shares of Applicas
common stock at a purchase price of $6.50 per share that was commenced by Apex Acquisition
Corporation, a newly formed Florida corporation and an indirect, wholly owned subsidiary of NACCO
Industries, Inc.
In a filing on Schedule 14D-9, and in a letter to be mailed to shareholders, Applicas Board
recommended that shareholders reject the NACCO offer and NOT tender their shares in the NACCO
offer.
The Board also reaffirmed Applicas amended merger agreement with affiliates of Harbinger
Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.
(together, Harbinger Capital Partners) under which Harbinger Capital Partners will acquire all
outstanding shares of Applica that it does not currently own for $6.50 per share and recommended
that Applicas shareholders vote FOR the adoption of the amended merger agreement between Applica
and affiliates of Harbinger Capital Partners.
In evaluating the NACCO offer and in reaching its determination to recommend that the Applica
shareholders reject the NACCO offer, the Applica board considered, among other things, the
following material factors and information: (i) NACCOs per share offer price does not offer
any premium over the Harbinger Capital Partners $6.50 per share price; (ii) the Harbinger Capital Partners amended merger agreement
is at least as favorable to Applicas shareholders as the NACCO offer; (iii) the NACCO offer is
highly conditional and includes extensive broadly drafted and subjective conditions; (iv) given
certain provisions contained in the Harbinger Capital Partners agreement, it is not possible to
satisfy various closing conditions to the NACCO offer at this time; (v) although the NACCO offer is
not subject to a financing closing condition, it is uncertain whether Apex Acquisition Corporation
will have access to sufficient cash to complete the NACCO offer.
A meeting is scheduled for December 28, 2006 for the purpose of approving the amended merger
agreement between Applica and the affiliates of Harbinger Capital Partners. This meeting will be
convened as planned and completion of the transaction is expected to occur shortly thereafter.
In order to vote their shares in favor of the Harbinger Capital Partners agreement,
shareholders should complete, date, sign and return the proxy card enclosed with the previously
distributed definitive proxy statement as soon as possible. Shareholders who have any questions
about the recommendation statement, the definitive proxy statement, the proxy supplement or the
merger or need assistance with the voting procedures, should contact Applicas proxy solicitor,
Georgeson Inc., at 17 State Street, New York, New York 10004 or call toll-free at (866) 857-2624.
About Applica Incorporated:
Applica 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, Mexico, Latin America and the Caribbean. Additional information about Applica is
available at www.applicainc.com.
About Harbinger Capital Partners:
The Harbinger Capital Partners investment team located in New York City manages in excess of
$4 billion in capital through two complementary strategies. Harbinger Capital Partners Master Fund
I, Ltd. is focused on restructurings, liquidations, event-driven situations, turnarounds and
capital structure arbitrage, including both long and short positions in highly leveraged and
financially distressed companies. Harbinger Capital Partners Special Situations Fund, L.P. is
focused on distressed debt securities, special situation equities and private loans/notes in a
predominantly long-only strategy.
* * * * *
The statements contained in this news release that are not historical facts are
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. 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. Applica undertakes no 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:
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the ability to obtain governmental approvals of the merger on the proposed terms and schedule; |
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the failure to obtain approval of the merger from Applica shareholders; |
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disruption from the merger making it more difficult to maintain relationships with
customers, employees or suppliers; |
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claims by NACCO Industries, Inc. and HB-PS Holding Company, Inc. related to the
termination of their merger agreement with Applica; |
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changes in the sales prices, product mix or levels of consumer purchases of small household appliances; |
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bankruptcy of or loss of major retail customers or suppliers; |
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changes in costs, including transportation costs, of raw materials, key component parts
or sourced products; |
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fluctuation of the Chinese currency; |
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delays in delivery or the unavailability of raw materials, key component parts or sourced products; |
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changes in suppliers; |
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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 Applica buys,
operates and/or sell products; |
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product liability, regulatory actions or other litigation, warranty claims or returns of products; |
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customer acceptance of changes in costs of, or delays in the development of new products; |
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increased competition, including consolidation within the industry; and |
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other risks and uncertainties detailed from time to time in Applicas Securities and
Exchange Commission (SEC) filings. |
Should one or more of these risks, uncertainties or other factors materialize, or should
underlying assumptions prove incorrect, actual results, performance, or achievements of Applica may
vary materially from any future results, performance or achievements expressed or implied by the
forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking
statements. Applica undertakes no obligation to publicly revise any forward-looking statements to
reflect events or circumstances that arise after the date hereof.
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In connection with the proposed transaction with Harbinger Capital Partners, Applica has filed
a definitive proxy statement, a proxy supplement and a Schedule 14d-9 recommendation statement with
the SEC. Investors and security holders are urged to read the definitive proxy statement, the proxy
supplement, the Schedule 14d-9 recommendation statement 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 with Harbinger Capital Partners, the NACCO tender offer and
related matters.
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.
Applica Incorporated and its directors, executive officers and certain other members of
Applica management may be deemed to be participants in the solicitation of proxies from Applica
shareholders with respect to the proposed transaction. Information regarding the interests of
these officers and directors in the proposed transaction has been included in the proxy statement
filed with the SEC. In addition, information about Applicas directors, executive officers and
members of management is contained in Applicas most recent proxy statement and annual report on
Form 10-K, which are available on Applicas website and at www.sec.gov.
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Black & Decker® is a trademark of The Black & Decker Corporation, Towson, Maryland. |
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