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):   October 15, 2008  
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 1.01   Entry into a Material Definitive Agreement.
     On October 15, 2008, NACCO Industries, Inc.’s wholly owned subsidiary, NACCO Materials Handling Group, Inc. (“NMHG”), and General Electric Capital Corporation (“GECC”) entered into a letter agreement (the “Letter Agreement”) pursuant to which NMHG and GECC agreed to maintain the Restated and Amended Joint Venture and Shareholders Agreement, dated as of April 15, 1998 (as amended, the “JV Agreement”), between NMHG and GECC and the International Operating Agreement, dated as of April 15, 1998 (as amended), between NMHG and GECC except as modified by the Letter Agreement. In general, the Letter Agreement provides that such agreements remain in full force and effect except for the permitted and prohibited arrangements that GECC may engage in with Mitsubishi Caterpillar Forklift America, Inc. or Mitsubishi Heavy Industries.
     Pursuant to the terms of the Letter Agreement, GECC has agreed to make a cash payment to NMHG of $4 million and increase the JV Agreement origination fee paid to NMHG on all U.S. retail loan and lease originations from 90 basis points to 100 basis points.
     The foregoing summary is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference thereto.
Item 9.01   Financial Statements and Exhibits.
     As described in Item 1.01 of this Current Report on Form 8-K, the following Exhibit is filed as part of this Current Report on Form 8-K.
     (d)   Exhibits
         
       
 
  10.1    
Letter Agreement executed October 15, 2008 by and between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation

 

 

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/ Kenneth C. Schilling    
    Name:   Kenneth C. Schilling   
    Title:   Vice President and Controller   
 
Date:  October 20, 2008

 

 

EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
  10.1    
Letter Agreement executed October 15, 2008 by and between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation

 

Exhibit 10.1
Gentlemen:
In consideration of certain payments to NACCO Materials Handling Group, Inc. (“NMHG”), as set forth on Payment Schedule A hereto, from General Electric Capital Corporation (“ GECC ”); NMHG and GECC hereby agree to maintain the following agreements: (i) that certain Restated and Amended Joint Venture and Shareholder Agreement between them, as amended through the Third Amendment, dated July 1, 2008 (the “ JV Agreement ”), including, without limitation Exhibit H thereto (“ Listing of NMHG Competitors ”); (ii) that certain Canadian Country Agreement (the “ Canadian Agreement ”), dated July 1, 2008 and (iii) that certain International Operating Agreement , as amended through the Seventh Amendment, dated July 1, 2008 (the “ IOA ”), including, without limitation, Exhibit C thereto (“ Schedule of NMHG Competitors ”) all, with the following mutually agreed upon modifications and understandings:
  (I)   GECC hereby agrees not to enter into any legal partnership, joint venture or similar joint ownership arrangement with either or both of Mitsubishi Caterpillar Forklift America, Inc. or Mitsubishi Heavy Industries (collectively referred to herein as “ MCFA ”) that is similar to any joint venture arrangement that NMHG may have with GECC related to the financing of materials handling equipment;
 
  (II)   Pursuant to the terms of this agreement; NMHG hereby agrees that GECC is not precluded by the terms of either the JV Agreement and Exhibit H thereto or the IOA and Exhibit C thereto, from doing business with MCFA and may continue to do business with MCFA on such terms and conditions as GECC and MCFA shall agree, provided that GECC complies with paragraph (I) hereof (including pursuant to any existing arrangements) and provided further that GECC and MCFA do not expand their existing arrangement with MCFA to cover the financing of materials handling equipment outside of the US and Canada. Nothing herein shall preclude GECC or its affiliates from financing MCFA equipment on a non-programmatic basis;
 
  (III)   GECC hereby agrees to use reasonable efforts to ensure that GE employees in the sales, risk and credit functions who work on NMHG transactions will not work on MCFA transactions while such employees are working on NMHG transactions; provided that this restriction shall not apply to any GECC employee who has managerial responsibility for more than one program. GECC further agrees that it shall hold in strict confidence and shall not disclose to MCFA (or any of its employees) any information relating to NMHG’s business, including without limitation, any information relating to

 

 

      the financing arrangement between NMHG and GECC. Nothing contained herein shall restrict GECC’s ability to transfer, reassign to another program or terminate any GECC employee; and
 
  (IV)   GECC hereby agrees not to syndicate NMHG transactions or new originations to any of the Listing of NMHG Competitors as set forth on Exhibit H to the JV Agreement or to any NMHG Competitor as set forth on Exhibit C to the IOA.
The parties hereto hereby agree that all terms and conditions of the JV Agreement, Canadian Country Agreement and IOA not specifically modified hereby shall remain in full force and effect. This agreement shall become effective on the date first set forth here below.
IN WITNESS WHEREOF; the parties intending to be mutually bound hereto, hereby agree to execute this agreement by the duly authorized persons set forth below.
     
NACCO MATERIALS HANDLING GROUP, INC.
By:
  /s/ Jeffrey C. Mattern
Name:  
  Jeffrey C. Mattern
Title:
  Treasurer
Date:
  October 15, 2008
 
   
 
   
GENERAL ELECTRIC CAPITAL CORPORATION
By:
  /s/ R. Scott Barber
Name:
  R. Scott Barber
Title:
  General Manager
Date:
  October 15, 2008

 

 

PAYMENT SCHEDULE A
A payment of US$ 4,000,000 and an increase in the JV Agreement origination fee paid to NACCO of 10 basis points (“bpts”) (from 90 bpts to 100bpts) on all US retail loan and lease originations; to run until the expiration of the Base Term of the JV Agreement (as defined therein); unless sooner terminated by mutual agreement.