8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 26, 2007

NACCO INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-9172	34-1505819
(Commission File Number)	(IRS Employer Identification Number)
5875 Landerbrook Drive, Cleveland, OH	44124-4017
(Address of Principal Executive Offices)	(Zip Code)

(440) 449-9600

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition and

Item 7.01 Regulation FD Disclosure.

     On April 26, 2007, NACCO Industries, Inc. (“NACCO”) issued a press release announcing that NACCO’s Board of Directors approved a plan to spin-off NACCO’s Hamilton Beach/Proctor-Silex business to NACCO’s stockholders. The spin-off will establish this company, which will be known as Hamilton Beach, Inc., as an independent public company in the small electric household and commercial appliance industries. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference thereto. Also attached is Hamilton Beach Spin-Off Investor Information - Frequently Asked Questions as posted on the NACCO website at www.nacco.com on April 26, 2007. However, except as set forth in Exhibit 99.2 to this Current Report on Form 8-K, the information on or accessible through NACCO’s website is not a part of this Current Report on Form 8-K.

     This Current Report on Form 8-K and the information attached hereto are being furnished by NACCO pursuant to Item 2.02 of Form 8-K insofar as it discloses historical information regarding NACCO’s results of operations.

     The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 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 9.01 Financial Statements and Exhibits.

     As described in Items 2.02 and 7.01 of this Current Report on Form 8-K, the following Exhibits are furnished as part of this Current Report on Form 8-K.

     (d) Exhibits

99.1	NACCO Industries, Inc. press release, dated April 26, 2007
99.2	Hamilton Beach Spin-Off Investor Information - Frequently Asked Questions, as posted on the NACCO Industries, Inc. website at www.nacco.com on April 26, 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NACCO INDUSTRIES, INC.
By:	/s/ J.C. Butler
	Name:	J.C. Butler
	Title:	Vice President — Corporate Development and Treasurer

Date: April 26, 2007

EXHIBIT INDEX

Exhibit
Number	Description
99.1	NACCO Industries, Inc. press release, dated April 26, 2007
99.2	Hamilton Beach Spin-Off Investor Information — Frequently Asked Questions, as posted on the NACCO Industries, Inc. website at www.nacco.com on April 26, 2007

EX-99.1

Exhibit 99.1

NEWS RELEASE NACCO Industries, Inc.

5875 Landerbrook Drive • Cleveland, Ohio 44124-4069
Tel. (440) 449-9600 • Fax (440) 449-9577

For Immediate Release
Thursday, April 26, 2007

NACCO INDUSTRIES, INC. TO SPIN OFF
HAMILTON BEACH/PROCTOR-SILEX TO STOCKHOLDERS

CLEVELAND, OH, April 26, 2007 — NACCO Industries, Inc. (NYSE: NC) announced today that its Board of Directors has approved a plan to spin off NACCO’s Hamilton Beach/Proctor-Silex business to NACCO stockholders. The spin-off will establish this company, which will be known as Hamilton Beach, Inc., as an independent public company in the small electric household and commercial appliance industries. Hamilton Beach, Inc. will apply to list its Class A common stock on the New York Stock Exchange.

     “I am extremely pleased to announce the planned spin-off of Hamilton Beach,” said Alfred M. Rankin, Jr., Chairman, President and Chief Executive Officer of NACCO. “The spin-off is strategically compelling in that it is expected to create the opportunity for significant value enhancement for our stockholders and accomplish important business objectives for Hamilton Beach. We believe NACCO stockholders will benefit from direct ownership in Hamilton Beach, a strong, established company with leading brand names and a proven management team. Further, Hamilton Beach will have greater flexibility to pursue strategic growth opportunities and enhanced access to the equity and debt capital markets.” It is anticipated that in connection with the spin-off, Mr. Rankin will become the Non-Executive Chairman of Hamilton Beach’s Board of Directors.

     The spin-off is expected to achieve the following benefits for Hamilton Beach:

–  Create additional opportunities for growth;

–  Provide direct access to equity capital markets and greater access to debt capital markets;

–  Allow Hamilton Beach to continue to retain and attract talented management;

–  Better align management incentives with the business’ performance; and

–  Provide investors with a more focused investment option.

     Following the spin-off, NACCO stockholders will continue to maintain ownership in a strong company with leaders in the lift truck, mining and specialty retailing industries through NACCO’s businesses: NACCO Materials Handling Group, North American Coal and Kitchen Collection. Each of these businesses has clear objectives as well as established profit improvement and growth initiatives that are driving tangible improvements in operations and results.

     The spin-off is expected to be completed by the end of June 2007 and is expected to be tax-free to both NACCO and its stockholders.

1

Exhibit 99.1

     As a result of the spin-off, NACCO stockholders will receive shares in Hamilton Beach, Inc., in addition to retaining their shares of NACCO common stock. Hamilton Beach’s capital structure, similar to NACCO’s capital structure, will have two classes of stock.

• In the spin-off, NACCO Class A and Class B stockholders will receive one half of one share of Hamilton Beach, Inc. Class A common stock and one half of one share of Hamilton Beach, Inc. Class B common stock for each share of NACCO Class A and Class B common stock they own on the record date for the spin-off.

• Under the terms of the proposed transaction, NACCO will receive a special cash dividend of $110 million from Hamilton Beach prior to the spin-off.

• NACCO will retain Hamilton Beach’s qualified U.S. pension obligation following the spin-off.

     Commitments for financing have been secured to provide Hamilton Beach with funding to pay the special cash dividend to NACCO. Hamilton Beach’s $115 million asset-based revolving credit agreement is expected to be amended to permit the issuance of a new $125 million senior secured term loan. On a pro forma basis after giving effect to the transactions related to the spin-off, which include the payment of the special cash dividend of $110 million prior to the spin-off, Hamilton Beach would have had debt of approximately $155 million as of December 31, 2006.

     Dr. Michael J. Morecroft, Hamilton Beach’s current President and Chief Executive Officer, will continue to lead Hamilton Beach as President and Chief Executive Officer following the spin-off. He will be supported by Hamilton Beach’s strong core management team. Dr. Morecroft has more than 30 years of experience in the U.S. and European small electric household appliance industry, and he and his team have a proven track record of consistently improving operations and generating significant cash flow.

     Commenting on the transaction, Dr. Morecroft said, “We are excited about the opportunities the spin-off will provide to Hamilton Beach. As an independent public company, we will have greater access to equity and debt capital markets and greater flexibility to pursue growth opportunities, both of which are important in our consolidating industry. Hamilton Beach has a commitment to high-quality products, innovation and customer service, and this commitment will remain unwavering as we enter this new era. In today’s highly competitive environment, we recognize that delivering successful products and reliable services to retailers is critically important.”

     UBS Investment Bank acted as financial advisor and Jones Day acted as legal advisor to NACCO. McGuireWoods LLP acted as legal advisor to Hamilton Beach.

     Additional information about the spin-off of Hamilton Beach, including answers to frequently asked questions, is available through the NACCO website at www.nacco.com.

Conference Call/Webcast

     In conjunction with this news release, NACCO and Hamilton Beach will host a joint conference call and webcast later this morning, April 26, 2007, at 11:00 a.m. Eastern time to discuss the spin-off. To participate in the conference call, please dial (888) 396-2298 (within the U.S.) or (617) 847-8708 (outside the U.S.), Passcode: 20625870, 10 minutes prior to the start of the call. A replay of the conference call will be available shortly after the end of the conference call through May 3, 2007. To access the playback, please dial (888) 286-8010 (within the U.S.) or (617) 801-6888 (outside the U.S.), Passcode: 22022984.

     A live webcast of the conference call will be available over the Internet through NACCO’s website at www.nacco.com and Hamilton Beach’s website at www.hamiltonbeach.com. Please allow 15 minutes to register, download and install any necessary audio software required to listen to

2

Exhibit 99.1

the broadcast. An online archive of the webcast will be available on the NACCO and Hamilton Beach websites.

Forward-looking Statements Disclaimer

     The statements contained in this news release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. Neither NACCO nor Hamilton Beach undertake any 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: (1) the failure to obtain New York Stock Exchange approval for the listing of Hamilton Beach, Inc.’s Class A common stock, (2) changes in the sales prices, product mix or levels of consumer purchases of small electric appliances, (3) bankruptcy of or loss of major retail customers or suppliers, (4) changes in costs, including transportation costs, of raw materials, key component parts or sourced products, (5) delays in delivery or the unavailability of raw materials, key component parts or sourced products, (6) changes in suppliers, (7) 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 Hamilton Beach buys, operates and/or sells products, (8) product liability, regulatory actions or other litigation, warranty claims or returns of products, (9) customer acceptance of, changes in costs of, or delays in the development of new products, (10) delays in or increased costs of restructuring programs and (11) increased competition, including consolidation within the industry; as well as other risks and uncertainties detailed from time to time in NACCO’s and Hamilton Beach’s respective Securities and Exchange Commission filings.

About NACCO

     NACCO Industries, Inc. is an operating holding company with three principal businesses: lift trucks, housewares and mining. NACCO Materials Handling Group, Inc. designs, engineers, manufactures, sells, services and leases a comprehensive line of lift trucks and aftermarket parts marketed globally under the Hyster^® and Yale^® brand names. NACCO Housewares Group consists of Hamilton Beach/Proctor-Silex, Inc., a leading designer, marketer and distributor of small electric household appliances, as well as commercial products for restaurants, bars and hotels, and The Kitchen Collection, Inc., a national specialty retailer of kitchenware and gourmet foods operating under the Kitchen Collection^® and Le Gourmet Chef^® store names in outlet and traditional malls throughout the United States. The North American Coal Corporation mines and markets lignite coal primarily as fuel for power generation and provides selected value-added mining services for other natural resources companies. For more information about NACCO Industries, visit the Company’s website at www.nacco.com.

About Hamilton Beach

     Hamilton Beach is a leading designer, marketer and distributor of small electric household appliances, as well as commercial products for restaurants, bars and hotels. The company’s well- known brands include Hamilton Beach^®, Hamilton Beach^®eclectrics^®, Proctor Silex^®, Traditions by ProctorSilex^®, TrueAir^® and Hamilton Beach^® Commercial. Hamilton Beach has a track record of successful new product innovation. Additional information about Hamilton Beach is available at www.hamiltonbeach.com.

# # #

3

Exhibit 99.1

FOR FURTHER INFORMATION, CONTACT:
NACCO Industries, Inc. (including Hamilton Beach)
Christina Kmetko
Manager-Finance
(440) 449-9669

Facts About NACCO Industries, Inc.

Company Overview (www.nacco.com)

An operating holding company with three principal businesses: lift trucks, housewares and mining.

	Year Ended	Year Ended
	12/31/06	12/31/05
Revenues
NACCO Materials Handling Group (Wholesale)	$2.3 billion	$2.2 billion
NACCO Materials Handling Group (Retail)	$170.6 million	$185.8 million
NACCO Materials Handling Consolidated	$2.5 billion	$2.4 billion
North American Coal Corp.	$149.0 million	$118.4 million
Hamilton Beach	$546.7 million	$527.7 million
Kitchen Collection	$170.7 million	$116.9 million
Housewares Eliminations	$(5.9) million	$(5.5) million
NACCO Housewares Group	$711.5 million	$639.1 million
Consolidated NACCO	$3.3 billion	$3.2 billion
Consolidated NACCO (excluding Hamilton Beach)	$2.8 billion	$2.6 billion
Net Income (Loss)
NACCO Materials Handling Group (Wholesale)	$43.7 million	$26.0 million
NACCO Materials Handling Group (Retail)	$(9.1) million	$(7.9) million
NACCO Materials Handling Consolidated	$34.6 million	$18.1 million
North American Coal Corp.	$39.7 million	$16.2 million
Hamilton Beach	$22.2 million	$20.3 million
Kitchen Collection	$3.7 million	$1.0 million
NACCO Housewares Group	$25.9 million	$21.3 million
Consolidated NACCO	$106.2 million	$62.5 million
Consolidated NACCO (excluding Hamilton Beach)	$84.0 million	$42.2 million

Number of Employees	11,300 (as of 12/31/06)
Recognized Names	Hyster®, Yale®, Hamilton Beach®, Proctor Silex®, North American Coal, North American Mining, Kitchen Collection®, Le Gourmet Chef®
Headquarters	Cleveland, OH
Chairman and CEO	Alfred M. Rankin, Jr.
Company Contact	Christina Kmetko, Manager-Finance, NACCO

4

Exhibit 99.1

Facts About Hamilton Beach

Company Overview (www.hamiltonbeach.com)

A leading designer, marketer and distributor of small electric household appliances, as well as commercial products for restaurants, bars and hotels.

	Year Ended	Year Ended
	12/31/06	12/31/05
Revenues	$546.7 million	$527.7 million
Gross Profit	$113.9 million	$106.9 million
Operating Profit	$42.5 million	$37.0 million
Net Income	$22.2 million	$20.3 million

Number of Employees	700 (as of 12/31/06)
Top Selling Brands	Hamilton Beach®, Hamilton Beach® eclectrics®, Proctor Silex®,
	Traditions by ProctorSilex®, TrueAir® and Hamilton Beach®
	Commercial
Key Markets	United States, Canada and Mexico
Headquarters	Glen Allen, VA
President and CEO	Dr. Michael J. Morecroft
Company Contact	Christina Kmetko, Manager-Finance, NACCO

5

EX-99.2

Exhibit 99.2

Hamilton Beach Spin-Off Investor Information Frequently Asked Questions:

1. Why is NACCO spinning off Hamilton Beach?

A:  NACCO and Hamilton Beach believe that the spin-off will accomplish a number of important business objectives and is in the best interests of NACCO’s stockholders. NACCO and Hamilton Beach expect that Hamilton Beach, as an independent company, will be able to compete more successfully as the housewares industry continues to consolidate because Hamilton Beach will have the ability to offer Hamilton Beach stock as consideration in connection with potential future acquisitions. In addition, as a company with its own publicly traded common stock, Hamilton Beach expects to be able to more readily attract investor interest across both the public equity and debt capital markets, which will provide it with greater financial flexibility to compete in the small electric household and commercial appliance industries. Furthermore, the spin-off will place Hamilton Beach in a better position to retain and attract talented management because it will have the ability to offer incentive compensation arrangements to executives that are related to the market performance of Hamilton Beach’s Class A common stock. The spin-off will also allow Hamilton Beach to better align management incentives with the performance of the business because focused equity incentives resulting from the spin-off will be used to better motivate the members of the management team. Finally, as an independent public company engaged solely in the housewares industry after the spin-off, Hamilton Beach may generate additional investor interest by providing investors with the opportunity to invest directly in its business and may appeal to more investors with different goals, interests and concerns.

2. When is the spin-off expected to be completed?

A:  The spin-off is expected to be completed by the end of June 2007.

3. How did NACCO arrive at the $110 million special cash dividend?

A:  The $110 million was calculated based on NACCO’s desire to recover part of its investment in Hamilton Beach as a part of the spin-off, yet adequately capitalize Hamilton Beach with an appropriate amount of leverage based on its expected fair value in the market and the strong cash flow generation of its business.

Exhibit 99.2

4. What will NACCO do with the $110 million special cash dividend? Will it be paid to stockholders?

A:  The special cash dividend will be paid to NACCO. The proceeds from the $110 million special cash dividend will be retained by NACCO for use at a later date. No special cash dividend is expected to be made to NACCO stockholders from these funds. NACCO management believes there are attractive opportunities to invest further in NACCO’s ongoing businesses and is continuing to evaluate investment opportunities.

5. What is the dollar value of the spin-off? How was the value calculated?

A:  The stock price for Hamilton Beach Class A common stock will be determined by the market once public trading begins. The pro forma financial information in the preliminary Information Statement filed with the SEC as an exhibit to the Registration Statement on Form 10 gives effect to the transactions related to the spin-off, which include the incurrence of additional debt under Hamilton Beach’s new term loan, payment of the special dividend to NACCO and NACCO’s retention of Hamilton Beach’s qualified U.S. pension obligation under NACCO’s defined benefit plan. The pro forma information is not necessarily indicative of future performance. Ultimately, the market price should reflect actual performance and the opportunities Hamilton Beach will have as an independent public company.

6. Can you explain exactly what happens and when at each key point in the spin-off process? When will I receive my Hamilton Beach shares? How will I know they have been distributed?

A:  The Registration Statement on Form 10, which includes the preliminary Information Statement, was filed with the SEC on April 26, 2007. It explains the spin-off mechanics, as well as the relevant pro forma financial information and additional details of the transaction. After the NACCO Board sets a record date for the spin-off, NACCO will issue a press release announcing the record date and the anticipated date of distribution of the shares of Hamilton Beach common stock.

7. What will NACCO stockholders receive in the spin-off?

A:

To effect the spin-off, Housewares Holding Company, a wholly owned subsidiary of NACCO and Hamilton Beach’s parent, will distribute to NACCO all of the outstanding shares of Hamilton Beach common stock, and NACCO will then make a pro rata distribution of all of the outstanding shares of Hamilton Beach common stock to holders of NACCO common stock as of the record date for the spin-off. For each share of NACCO Class A common stock held on the record date, NACCO will distribute one half of one share of Hamilton Beach Class A common stock and one half of one share of Hamilton Beach Class B common stock. Similarly, for each share of NACCO Class B common stock held on the record date, NACCO will distribute one half of one share of Hamilton Beach Class A common stock and one half of one share of Hamilton Beach Class B common stock.

No fractional shares of Hamilton Beach Class A common stock or Hamilton Beach Class B common stock will be distributed in the spin-off. Instead, as soon as practicable after the spin-off, the transfer agent will convert the shares of Hamilton Beach Class B common stock into shares of Hamilton Beach Class A common stock,

Exhibit 99.2

aggregate all fractional shares of Hamilton Beach Class A common stock into whole shares of Hamilton Beach Class A common stock, sell these shares of Hamilton Beach Class A common stock in the open market at prevailing market prices and distribute the applicable portion of the aggregate net cash proceeds of these sales to each holder who otherwise would have been entitled to receive a fractional share in the spin-off. Stockholders will not be entitled to any interest on the amount of the cash payment made in lieu of fractional shares.

NACCO stockholders will not be required to pay for shares of Hamilton Beach common stock received in the spin-off, or to surrender or exchange shares of NACCO common stock or take any other action to be entitled to receive their shares of Hamilton Beach common stock. The distribution of shares of Hamilton Beach common stock will not cancel or affect the number of outstanding shares of NACCO common stock. NACCO stockholders should retain their NACCO stock certificates.

Immediately after the spin-off, holders of NACCO common stock as of the record date will hold all of the outstanding shares of Hamilton Beach Class A common stock and Hamilton Beach Class B common stock. Based on the number of shares of NACCO common stock outstanding on April 17, 2007, NACCO expects to distribute approximately four million shares of Hamilton Beach Class A common stock and approximately four million shares of Hamilton Beach Class B common stock to NACCO stockholders in the spin-off.

8. What are the differences between the Hamilton Beach Class A Common Stock and the Hamilton Beach Class B Common Stock?

A:  Similar to NACCO, the Hamilton Beach Class A Common Stock will have voting rights of one vote per share and, the Hamilton Beach Class B Common Stock will have voting rights of ten votes per share and is subject to transfer restrictions. Hamilton Beach will apply to list the Hamilton Beach Class A common stock on the New York Stock Exchange. The Hamilton Beach Class B common stock will not be listed on any stock exchange.

9. Who is entitled to receive shares of Hamilton Beach common stock?

A:  Holders of NACCO common stock at the close of business on the record date for the spin-off will be entitled to receive shares of Hamilton Beach common stock in the spin-off.

10. What will be the debt structure of Hamilton Beach?

A:  The debt structure of Hamilton Beach is expected to consist of a $115 million asset-based revolving credit agreement and a $125 million senior secured term loan. On a pro forma basis for the transaction, Hamilton Beach would have had debt of approximately $155 million as of December 31, 2006, after giving effect to transactions related to the spin-off, which includes the payment of the $110 million special cash dividend to NACCO.

11. Does this transaction include Kitchen Collection?

A:  No. Kitchen Collection is not part of this transaction. NACCO will continue to own and operate Kitchen Collection after the spin-off.