SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 10, 2002
NACCO Industries, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-9172 34-1505819
-------- ------ ----------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization Number) Identification No.)
5875 LANDERBROOK DRIVE, MAYFIELD HEIGHTS, OHIO 44124-4017
---------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(440) 449-9600
---------------------------------------------------
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Item 4. Changes in Registrant's Certifying Accountant.
Effective May 8, 2002, the Board of Directors of NACCO Industries, Inc.
("NACCO"), based on the recommendation of its Audit Review Committee, dismissed
its independent auditors, Arthur Andersen LLP, and engaged the services of Ernst
& Young LLP as its new independent auditors for the fiscal year ending December
31, 2002. This determination followed the decision by NACCO's Board of Directors
to seek proposals from independent public accounting firms to audit the
consolidated financial statements of NACCO and its subsidiaries.
The audit reports of Arthur Andersen LLP on the consolidated financial
statements of NACCO and its subsidiaries for the fiscal years ended December 31,
2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the fiscal years ended December 31, 2001 and 2000, and the
subsequent interim period through May 8, 2002, there were no disagreements
between NACCO and Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would
have caused them to make reference to the subject matter of the disagreement in
connection with their reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within NACCO's fiscal years ended December 31, 2001 and
2000 or the subsequent interim period through May 8, 2002.
During the fiscal years ended December 31, 2001 and 2000, and the
subsequent interim period through May 8, 2002, neither NACCO or anyone on their
behalf consulted with Ernst & Young LLP regarding any of the matters or events
set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
A letter from Arthur Andersen LLP is attached hereto as Exhibit 16.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 16.1 Letter of Arthur Andersen LLP to the Securities and
Exchange Commission dated May 10, 2002.
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.
-------------------------------
(Registrant)
Date May 10, 2002 /s/ Kenneth C. Schilling
------------------------ -------------------------------------------
Kenneth C. Schilling
Vice President and Controller
(Authorized Officer and Principal
Financial and Accounting Officer)