Applica Incorporated
Filed by Applica Incorporated pursuant to
Rule 425 promulgated under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
promulgated under the Securities Act of 1934
Subject Company: Applica Incorporated
Commission File No.: 1-10177
The following is information posted on Applica Incorporateds website in connection with the
proposed spin off of by NACCO Industries, Inc. of its Hamilton Beach/Proctor Silex business to
NACCO Industries, Inc.s stockholders and subsequent merger of Applica Incorporated with and into
Hamilton Beach/Proctor Silex.
Hamilton Beach/Proctor-Silex Executive Committee Members
|
|
|
|
|
Dr. Michael J. Morecroft, President & CEO, has over 30 years of experience in
the appliance industry in the U.S. and Europe. His experience includes
manufacturing, quality, marketing, and product design. Mike joined Hamilton
Beach/Proctor-Silex in 1990 and was with Hamilton Beach for three years prior
to the merger. Mike led Hamilton Beach/Proctor-Silexs product development and
engineering activities until 2001 when he became President & CEO.
Mike received his B.S. and Ph.D. degrees in Physical Chemistry from the
University of Wales. He enjoys outdoor activities including boating and scuba
diving, and until recently, competed in running and triathlon events. |
|
|
|
|
|
Keith Burns, Vice President of Engineering & New Product Development, came to
Hamilton Beach/Proctor-Silex as an electrical engineer in January, 1981. Since
that time he has held a series of increasingly responsible positions in
Hamilton Beach/Proctor-Silex.
Keith holds a Bachelors degree in Electrical Engineering from Lawrence
Institute of Technology and a Masters of Business Administration from Virginia
Commonwealth University. |
|
|
|
|
|
Kathy Diller, Vice President, General Counsel and Human Resources, joined
Hamilton Beach/Proctor-Silex on August 31, 2001. Previously, she served as
Assistant General Counsel and Assistant Secretary with Cooper Tire & Rubber
Company. Upon joining HB-PS, Kathy brought over 20 years of broad experience in
general corporate and commercial transactions. Kathy is a graduate of Defiance
College in Ohio where she enjoyed the college speech team. She then graduated
magna cum laude from the University of Toledo Law School.
In her free time, Kathy enjoys tennis, occasional golf, and adventure travel as
well as cultural events such as the theater, music and museum exhibits. |
|
|
|
|
|
Greg Salyers, Vice President, Operations, joined Hamilton Beach/Proctor-Silex
in October 1984 as an electrical engineer. Since that time, he has held
positions of increasing responsibility in the manufacturing and engineering
functions. Currently he leads the customer operations, corporate planning and
logistics departments.
Greg holds a Bachelors degree in electrical engineering from West Virginia
Institute of Technology and a Master of Business Administration degree from
Virginia Commonwealth University. |
|
|
|
|
|
Paul Smith joined Hamilton Beach/Proctor-Silex in 1994 as Senior Vice
President, Sales. Previously, he was Vice President and General Manager for
Fuji Film, and prior to that was National Sales Manager for Polaroid
Corporation. He began his career as a math teacher, coach, and assistant
principal.
Paul is a native of Green Bay, Wisconsin. He received his B.A. from Western
Illinois University and did his MBA studies at Illinois State University. He
has served on the YMCA board and on the International Mass Retail Association
board representing over 600 vendor manufacturers and 150 retailers. In his
spare time, he enjoys all sports, especially golf, and also enjoys travelling
throughout the world. |
|
|
|
|
|
James H. Taylor, Vice President, Finance and Corporate Treasurer, joined
Hamilton Beach/Proctor-Silex in October of 1983 as Manager of Corporate
Taxation. Previously, he worked at Price Waterhouse in the audit and tax
departments.
Jim, a CPA and member of the Commonwealth Cash Management Association, received
his bachelors degree from Miami University in Oxford, Ohio. Jim enjoys golf,
tennis, travel, and the theater. |
|
|
|
|
|
Greg Trepp, Vice President, Marketing, joined Hamilton Beach/Proctor-Silex in
January 1996 as the Director of Marketing. He was promoted to Vice President,
Product Management in August 1999 and was promoted again in July, 2002 to Vice
President, Marketing. As VP of Marketing, he assumed responsibility for the
Companys marketing, creative services, and communications departments.
Prior to joining the Company, Greg worked with Pepperidge Farms Inc. in
Greenwich, Ct. He holds a Bachelor of Science degree from the University of
Richmond and an MBA from the University of Connecticut. |
Applica Executives
Harry D. Schulman has served as President of Applica Incorporated and Applica Consumer Products,
Inc. since January 2001 and Chief Executive Officer since February 2003. Since August 2004, Mr.
Schulman has also served as the interim Chairman of the Board. Mr. Schulman also served as
Secretary from January 1999 to September 2003. Mr. Schulman previously served as Chief Operating
Officer from November 1998 to February 2002. From March 1990 to January 2001, Mr. Schulman served as Chief
Financial Officer of Applica. From February 1998 until June 1998, he served as a Senior Vice President
-2-
and from February 1993 until June 1998, Mr. Schulman served as Executive Vice President
Finance and Administration. Prior thereto, he held other senior finance positions with Applica.
Terry L. Polistina has served as Chief Operating Officer of Applica Incorporated and Applica
Consumer Products since May 2006 and Chief Financial Officer since January 2001 and has served as a
Senior Vice President since June 1998. Mr. Polistina served as Controller of Applica from December
1995 to June 1998 and prior thereto, he held other senior finance positions with Applica.
Brian Guptill has served as Senior Vice President Engineering of Applica Consumer Products, Inc.
since August 2001. Prior to that time, he was the Vice President of Engineering at Amana
Appliances. He also held positions as Vice President of Operations and Quality at Amana. From
1973 through 1993, Mr. Guptill held several engineering and management positions at Raytheons
Missile Systems Division.
NACCO Executives
Alfred M. Rankin, Jr.
Chairman, President and Chief Executive Officer
Mr. Rankin has been Chairman, President, and Chief Executive Officer of NACCO since May 1994. He
joined NACCO as President and Chief Operating Officer in April 1989 and became President and Chief
Executive Officer in May 1991. Prior to joining NACCO, he was Vice Chairman, Chief Operating
Officer, and a Director of Eaton Corporation, a position he had held since April 1986. Previous to
that, he had served successively as President of Eatons Materials Handling and Industrial Groups,
and as Executive Vice President Operations. Prior to his fifteen years at Eaton, he worked for
McKinsey and Company, a management consulting firm.
Mr. Rankin received a Bachelor of Arts degree, magna cum laude, in economics and a Juris Doctor
degree from Yale University. Mr. Rankin is a director of NACCO, Goodrich Corporation, The Vanguard
Group and the National Association of Manufacturers. He is a trustee of University Hospitals of
Cleveland, The Cleveland Museum of Art, University Circle Incorporated, The Musical Arts
Association, and Case Western Reserve University. He is chairperson of the John Huntington Art
Trust. He is also a trustee of the Greater Cleveland Partnership. He is a member of the Ohio Bar
Association.
Charles A. Bittenbender
Vice President, General Counsel and Secretary
Mr. Bittenbender is the chief legal and administrative officer of NACCO, with oversight
responsibility for all legal, corporate secretarial, human resources, compensation and
administrative activities of the Company and its subsidiaries. Mr. Bittenbender joined NACCO as
Vice President, General Counsel and Secretary in July 1990. Prior to joining NACCO, he was Deputy
General Counsel of G.D. Searle & Co., a research based manufacturer and marketer of pharmaceutical
products located in Chicago, Illinois, a position he had held since September 1988. From January
1980 until September 1988, he practiced law with the law firm of Jones Day in Cleveland, Ohio. He
held several management positions between 1971 and 1979 with The Ohio Bell Telephone Company in
Cleveland, Ohio.
Mr. Bittenbender received a Bachelor of Arts degree in Psychology from Claremont McKenna College
and a Juris Doctor degree from Cleveland State University. He is admitted to the practice of law in
Ohio,
-3-
Illinois and before federal courts. He is a member of the American, Ohio, Illinois and Cleveland
Bar Associations.
J.C. Butler, Jr.
Vice President Corporate Development and Treasurer
Mr. Butler is responsible for financial strategies, acquisition and divestiture activities and
treasury activities for NACCO and its subsidiary companies. Mr. Butler has held his current
position, reporting directly to the CEO, since January 1997. Previously, Mr. Butler was Manager of
Corporate Development and Treasurer of NACCO from May 1996 to January 1997. Mr. Butler joined NACCO
as Manager of Corporate Development in May 1995. Prior to joining NACCO, Mr. Butler was an
investment banker with McFarland Dewey & Co., a boutique investment banking firm specializing in
mergers and acquisitions from 1990 to 1995. From 1988 to 1990, he was an Associate in Mergers &
Acquisitions at Drexel Burnham Lambert in New York City. Prior to his career in investment banking,
Mr. Butler was an investment analyst in the Prudential Agricultural Realty Group, with shared
responsibility for oversight of Prudential Insurance Companys $3 billion investment in U.S.
agricultural properties.
Mr. Butler received both a Bachelor of Science degree, with highest distinction, and a Master of
Science degree in Agricultural Economics from Purdue University, and earned an MBA (Masters of
Business Administration) degree from Harvard Business School. Mr. Butler is a member of the Board
of Trustees of the Cleveland Botanical Garden.
Lauren E. Miller
Vice President Consulting Services
Ms. Miller leads an internal consulting group that works jointly with NACCOs subsidiaries to
reinforce the process of constructive change designed to enhance each subsidiary companys
long-term competitive position, assists the Corporate Development area in acquisition and
divestiture activities and supports NACCOs strategic planning process. Ms. Miller has held her
current position since May 1997. Previously, Ms. Miller was Manager of Consulting Services. She
joined NACCO in 1990. Prior to joining NACCO, Ms. Miller was Sales and Marketing Manager for
Eatons Automotive Controls Division from 1987 to 1990. Prior to 1987, Ms. Miller held other
positions in Eaton Corporation, including Corporate Strategy Development Manager, Strategic
Planning Manager for Eatons Industrial Truck Division and Corporate Marketing Development
Consultant. Prior to joining Eaton, Ms. Miller worked as a Research Analyst for Central National
Bank.
Ms. Miller received a Bachelor of Arts degree in Economics from Denison University and earned a MSM
(Masters of Science in Management) degree from the Weatherhead School of Management at Case
Western Reserve University. Ms. Miller is Vice-Chair of the Board of Trustees of Vocational
Guidance Services.
Kenneth C. Schilling
Vice President and Controller
Mr. Schilling oversees financial reporting, accounting, tax compliance, tax strategies, financial
analysis and financial planning at NACCO and its subsidiary companies. He has held his current
position as Vice President and Controller at NACCO since May 1997 and was previously Controller
beginning in May 1996. In July 1995, Mr. Schilling became Manager of Tax and Budgeting. He joined
NACCO in 1991 as
-4-
Tax Manager. Prior to joining NACCO, Mr. Schilling worked at Arthur Andersen LLP as Tax Manager
from 1985 to 1991.
Mr. Schilling received his Bachelor of Science degree in Accounting from Miami University in 1982
and obtained his Juris Doctor degree from The Ohio State University School of Law in 1985. Mr.
Schilling was admitted to the practice of law in the State of Ohio in 1985 and received his
certification as a Certified Public Accountant, also in the State of Ohio, in 1989. He is a member
of the Cleveland Bar Association, Financial Executives International and The Manufacturers Alliance
for Productivity and Innovation Finance Council.
Dean E. Tsipis
Assistant General Counsel and Assistant Secretary
Mr. Tsipis is the assistant legal and administrative officer of NACCO, assisting in oversight for
all legal, corporate secretarial, human resources, compensation and administrative activities of
the Company and its subsidiaries. Mr. Tsipis joined NACCO as Assistant General Counsel in October
1997. Prior to joining NACCO, he was Associate General Counsel of STERIS Corporation, a provider of
infection prevention, decontamination and health science technologies, products and services
located in Mentor, Ohio, a position he had held since December 1996. From August 1993 until
December 1996 he was Corporate Counsel for The Scott Fetzer Company in Westlake, Ohio. From June
1991 until August 1993 he practiced law with the law firm of Jones Day in Cleveland, Ohio.
Mr. Tsipis received a Bachelor of Arts degree from Case Western Reserve University in Natural
Sciences and Psychology and a Juris Doctor degree from Cleveland State University. He is admitted
to the practice of law in Ohio and is a member of the American, Ohio and Cleveland Bar
Associations.
Important Information:
Investors and security holders are urged to read the registration statement on Form S-4 and the
proxy statement/prospectus/information statement included within the registration statement on Form
S-4 when it becomes available and any other relevant documents to be filed with the Securities and
Exchange Commission (SEC) in connection with the proposed transaction because they will contain
important information about HB-PS Holding Company, Inc. (Hamilton Beach/Proctor-Silex), Applica
Incorporated and NACCO Industries, Inc. and the proposed transaction.
Investors and security holders may obtain free copies of these documents when they become available
through the website maintained by the SEC at www.sec.gov. In addition, the documents filed with
the SEC by Applica Incorporated may be obtained free of charge by directing such requests to
Applica Incorporated, 3633 Flamingo Road, Miramar, Florida 33027, Attention: Investor Relations
((954) 833-1000), or from Applica Incorporateds website at www.applicainc.com. The documents
filed with the SEC by Hamilton Beach/Proctor-Silex, may be obtained free of charge by directing
such requests to HB-PS Holding Company, Inc., 4421 Waterfront Drive, Glen Allen, Virginia 23060,
Attention: Investor Relations ((804) 527-7166), or from Hamilton Beach/Proctor-Silexs website at
www.hamiltonbeach.com. The documents filed with the SEC by NACCO Industries, Inc. may be obtained
free of charge by directing such requests to NACCO Industries, Inc., 5875 Landerbrook Drive,
Cleveland, Ohio 44124, Attention: Investor Relations ((440) 449-9669), or from NACCO Industries,
Inc.s website at www.nacco.com.
Applica Incorporated, Hamilton Beach/Proctor-Silex and their respective directors, executive
officers and certain other members of management may be deemed to be participants in the
solicitation of proxies from Applica Incorporated stockholders with respect to the proposed
transaction. Information regarding the interests of these officers and directors in the proposed
transaction will be included in the registration statement on Form S-4 and proxy
statement/prospectus/information statement included within the
-5-