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<SEC-DOCUMENT>0000909518-05-000410.txt : 20050614
<SEC-HEADER>0000909518-05-000410.hdr.sgml : 20050613
<ACCEPTANCE-DATETIME>20050614122034
ACCESSION NUMBER:		0000909518-05-000410
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050608
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050614
DATE AS OF CHANGE:		20050614

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			North Atlantic Holding Company, Inc.
		CENTRAL INDEX KEY:			0001290677
		STANDARD INDUSTRIAL CLASSIFICATION:	TOBACCO PRODUCTS [2100]
		IRS NUMBER:				133961898
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-115587
		FILM NUMBER:		05894113

	BUSINESS ADDRESS:	
		STREET 1:		257 PARK AVENUE SOUTH
		STREET 2:		7TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10010
		BUSINESS PHONE:		(212) 253-8185

	MAIL ADDRESS:	
		STREET 1:		257 PARK AVENUE SOUTH
		STREET 2:		7TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10010
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>jd6-14_nahc.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE AT OF 1934


                Date of report (Date of earliest event reported):
                                  June 8, 2005

                      NORTH ATLANTIC HOLDING COMPANY, INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

           333-115587                                  20-0709285
- --------------------------------------------------------------------------------
    (Commission File Number)                (IRS Employer Identification No.)

           257 Park Avenue South
             New York, New York                       10010-7304
- --------------------------------------------------------------------------------
    (Address of Principal Executive Offices)          (Zip Code)

                                 (212) 253-8185
- --------------------------------------------------------------------------------
              (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 (see General Instruction A.2. below):

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

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

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

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


<PAGE>
Item 1.01     Entry into a Material Definitive Agreement.

         On June 8, 2005, the board of directors of the registrant's North
Atlantic Trading Company, Inc. subsidiary ("NATC") appointed Lawrence S. Wexler
Chief Operating Officer of NATC pursuant to an employment agreement (the
"Employment Agreement") dated June 8, 2005 between NATC and Mr. Wexler, which
supersedes and replaces Mr. Wexler's employment agreement with NATC and North
Atlantic Cigarette Company, Inc., a subsidiary of NATC ("NACC"), dated December
1, 2003 (the "Prior Employment Agreement"). Pursuant to the Employment
Agreement, Mr. Wexler will: (1) earn an annual base salary of $385,000 and be
eligible for a maximum potential management bonus of 50% of annual base salary;
(2) forfeit all stock option rights granted but not vested prior to June 8,
2005, and to replace the options forfeited, Mr. Wexler will be issued stock
options or restricted stock under terms no less favorable than his existing
stock option grant; (3) receive 4 weeks paid vacation; (4) receive a car
allowance of $500 per month following termination of the lease for the vehicle
currently leased by the Company for Mr. Wexler's use; and (5) be eligible to
join NATC's group benefit plans. Mr. Wexler's employment may be severed at any
time, subject to certain terms and conditions contained in the Employment
Agreement. Upon a termination without "cause" (as defined in the Employment
Agreement), Mr. Wexler will be paid an amount equal to his then current annual
compensation which will include his base salary for a period of 12 months.
Additionally, Mr. Wexler will receive an amount equal to the average annual
management bonus paid to him for the prior two calendar years (with a deemed
bonus of $100,000 for 2004, and also for 2005 if Mr. Wexler is terminated
without cause in 2005 or prior to the bonus determination date in 2006 without
having received an actual management bonus for 2005), and Mr. Wexler will be
paid any accrued or unpaid management bonus to the date of termination for the
year in which the termination occurs. Further, for a period of up to 12 months
after termination, Mr. Wexler may elect continuation coverage under NATC's group
health plan at his same level of contribution. The Employment Agreement contains
certain other customary terms and conditions, including certain restrictive
covenants proscribing competition with NATC for a period of time after
employment therewith.

Item 1.02     Termination of a Material Definitive Agreement.

         As described in Item 1.01 above, effective June 8, 2005, Lawrence S.
Wexler's Prior Employment Agreement with NATC and NACC dated December 1, 2003
was terminated and was superceded and replaced by the Employment Agreement with
NATC dated June 8, 2005. A brief description of the material terms and
conditions of the Prior Employment Agreement is set forth in Item 11 of the
registrant's Annual Report on Form 10-K for the year ended December 31, 2004,
which description is incorporated herein by reference.

Item 5.02     Departure of Directors or Principal Officers; Election of
              Directors; Appointment of Principal Officers.

         As described in Item 1.01 above, effective June 8, 2005, Lawrence S.
Wexler, who served as President and Chief Operating Officer of NACC, has been
appointed Chief Operating Officer of NATC. Mr. Wexler will not continue as
President and Chief Operating Officer of NACC. A copy of the press release
announcing the foregoing appointment is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.




                                        2
<PAGE>
         Mr. Wexler (age 52) has been the President and Chief Operating Officer
of NACC since December 2003. Prior to joining NACC, from 1998 to 2003, he was a
consultant to a number of emerging marketing, communication and financial
companies, advising them on financial, marketing, and strategic matters, at
times in an operating role. From 1977 to 1998, he was employed by Philip Morris,
USA in various positions in the Sales, Marketing and Finance Departments. As
Group Director, Discount Brands his group introduced the Basic and Alpine brands
He served as Senior Vice President of Marketing from 1992-93 and Senior Vice
President Finance, Planning and Information Services from 1993 to 1998, when he
left that company.

         In connection with Mr. Wexler's appointment as Chief Operating Officer
of NATC, NATC entered into the Employment Agreement with Mr. Wexler, a
description of which is set forth in Item 1.01 of this Current Report on Form
8-K. Other than the Employment Agreement, there is no arrangement or
understanding pursuant to which Mr. Wexler was appointed to his position as
Chief Operating Officer of NATC, and there are no transactions or proposed
transactions to which NATC or the registrant is a party and in which Mr. Wexler
has or will have a material interest. Mr. Wexler does not have a family
relationship with any director or executive officer of NATC or the registrant.

Item 8.01     Other Events

         Robert Milliken Jr., formerly President and Chief Operating Officer of
the registrant's National Tobacco Company, L.P. and North Atlantic Operating
Company, Inc. subsidiaries, has resigned from such positions. A copy of the
press release announcing such resignation is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statement and Exhibits.

(c) Exhibits.

         99.1     Press release, dated June 10, 2005





                                        3
<PAGE>
                                   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.


                                     NORTH ATLANTIC HOLDING COMPANY, INC.


                                     By:   /s/ Douglas Rosefsky
                                            ------------------------------------
                                     Name:  Douglas Rosefsky
                                     Title: President

Date: June 10, 2005







                                       4
<PAGE>
                                  EXHIBIT INDEX

         No.      Description
         ---      -----------

         99.1     Press release, dated June 10, 2005









                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>jd6-14ex_99.txt
<DESCRIPTION>99.1
<TEXT>
                                                                    EXHIBIT 99.1

Management Changes Announced at North Atlantic Holding Company, Inc. Subsidiary,
North Atlantic Trading Company, Inc.

NEW YORK, June 10 /PRNewswire/ -- Mr. Douglas Rosefsky, President and Chief
Executive Officer of North Atlantic Trading Company, Inc. (NATC) and parent
company North Atlantic Holding Company, Inc. (NAHC), announced today several
management changes, effective immediately.

Mr. Robert Milliken Jr., formerly President and Chief Operating Officer of the
Company's National Tobacco Company, L.P. and North Atlantic Operating Company,
Inc. subsidiaries, has resigned for personal reasons. Mr. Lawrence Wexler,
formerly President of the Company's North Atlantic Cigarette Company, Inc.
subsidiary, will assume the new role of Chief Operating Officer of NATC. All
marketing, sales, customer service and manufacturing functions in NATC and its
operating subsidiaries will report to Mr. Wexler.

Mr. Brian Harriss, NATC's Senior Vice President and Chief Financial Officer,
will assume additional duties overseeing the human resources and management
information systems functions of NATC and its subsidiaries. Mr. James Murray,
formerly Senior Vice President of Sales and Marketing for National Tobacco
Company L.P., and North Atlantic Operating Company, Inc., will assume the new
role of Senior Vice President of Market Strategy and Planning, and will report
directly to Mr. Wexler.

Mr. Rosefsky stated "I would like to thank Bob Milliken for his dedication,
professionalism and contribution to our company. We wish him well in his future
endeavors. In addition, I look forward to working closely with Larry Wexler in
his new capacity. I believe that the entire company will benefit from his
leadership and energy in this expanded role."

Company Background:

North Atlantic Holding Company, Inc. ("NAHC") is a holding company which owns
North Atlantic Trading Company, Inc. ("NATC") and its subsidiaries. NATC is a
holding company which owns National Tobacco Company, L.P. ("NTC"), North
Atlantic Operating Company, Inc. ("NAOC"), North Atlantic Cigarette Company,
Inc. ("NACC"), National Tobacco Finance Corporation and its recently acquired
subsidiaries, Fred Stoker & Sons, Inc., RBJ Sales, Inc. and Stoker, Inc.
(collectively, "Stoker"). NTC is the third largest manufacturer and marketer of
loose leaf chewing tobacco in the United States, selling its products under the
Beech-Nut(R), Trophy(R), Havana Blossom(R), Durango(R), Stoker(TM), Our
Pride(TM), and other brand names. NAOC is the largest importer and distributor
in the United States of premium cigarette papers and related products, which are
sold under the ZIG-ZAG(R) brand name pursuant to an exclusive long-term
distribution agreement with Bollore, S.A. NAOC also manufactures and distributes
Make-Your-Own ("MYO") cigarette tobaccos under the ZIG-ZAG(R), Stoker No. 2(TM),
Old Hillside(TM), and other brand names, pursuant to its trademarks. NACC
markets and distributes ZIG-ZAG Premium Cigarettes.


<PAGE>
Securities Statement:

The Company cautions the reader that certain statements contained in this
release are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are not
guarantees of future performance. They involve risks, uncertainties and other
important factors, including the risks discussed below. The Company's actual
future results, performance or achievement of results may differ materially from
any such results, performance or achievement implied by these statements. Among
the factors that could affect the Company's actual results and could cause
results to differ from those anticipated in the forward-looking statements
contained herein is the Company's ability to comply with certain financial
covenants contained in its existing credit agreement, extend the maturity date
of such agreement or obtain alternative financing, and its ability to implement
its business strategy successfully, which may be dependent on business,
financial, and other factors beyond the Company's control, including, among
others, federal, state and/or local regulations and taxes, competitive
pressures, prevailing changes in consumer preferences, consumer acceptance of
new product introductions and other marketing initiatives, market acceptance of
the Company's current distribution programs, access to sufficient quantities of
raw material or inventory to meet any sudden increase in demand, disruption to
historical wholesale ordering patterns, product liability litigation and any
disruption in access to capital necessary to achieve the Company's business
strategy.

The Company cautions the reader not to put undue reliance on any forward-
looking statements. In addition, the Company does not have any intention or
obligation to update the forward-looking statements contained in this release.
The Company claims the protection of the safe harbor for forward-looking
statements contained in Section 21E of the Securities Exchange Act of 1934.


                                       2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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