-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000909518-06-000405.txt : 20060411
<SEC-HEADER>0000909518-06-000405.hdr.sgml : 20060411
<ACCEPTANCE-DATETIME>20060411120800
ACCESSION NUMBER:		0000909518-06-000405
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060405
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060411
DATE AS OF CHANGE:		20060411

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:		06752890

	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>jd4-11_nahc8k.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):
                                  April 5, 2006


                      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.)

    3029 West Muhammad Ali Boulevard
        Louisville, Kentucky                                    40212
- --------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                     (Zip Code)

                                 (502) 778-4421
- --------------------------------------------------------------------------------
              (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.

(a)

           On April 5, 2006, the Boards of Directors (the "Boards") of North
Atlantic Holding Company, Inc. (the "Company") and North Atlantic Trading
Company, Inc. ("NATC"), the Company's direct, wholly-owned subsidiary, approved
bonuses for fiscal year 2005 for certain employees of the Company, including
certain executive officers, and authorized the Company to pay each such
individual his or her respective 2005 bonus amount. Bonuses were approved for
Brian C. Harriss, the Company's Chief Financial Officer, in the amount of
$118,125; Lawrence S. Wexler, the Company's Chief Operating Officer, in the
amount of $166,979; James W. Dobbins, the Company's Senior Vice President,
General Counsel and Secretary, in the amount of $56,000; and James M. Murray,
the Company's Senior Vice President - Market Planning & Strategy, in the amount
of $40,000.

           On April 5, 2006, the Boards also approved salary increases for each
of Messrs. Harriss, Wexler and Dobbins in the amount of 2.5% of their respective
existing salaries, to be paid retroactively effective April 1, 2006.

           On April 11, 2006, NATC and Mr. Dobbins entered into an amendment
(the "Amendment") to the Employment Agreement between NATC and Mr. Dobbins,
dated November 21, 2002 (the "Employment Agreement"). The Amendment provides for
the deletion from the Employment Agreement of Mr. Dobbins's rights to certain
perquisites and, in return, an increase in Mr. Dobbins's annual salary in the
amount of $3,547.50.

           On April 5, 2006, NATC entered into a letter agreement (the "Letter
Agreement") with one of its directors, Jack Africk, in his capacity as a
consultant with Evolution Partners. The Letter Agreement provides for Mr. Africk
to represent, as a consultant, certain of NATC's subsidiaries with respect to
their relationship with, and sales activity to, the McLane Company. Pursuant to
the Letter Agreement, Mr. Africk's compensation will be determined as a
percentage of the subsidiaries' Net Sales, as defined in the Letter Agreement,
achieved over targets set according to certain product categories.

           The foregoing summary of certain terms of the Amendment and the
Letter Agreement is qualified in its entirety by reference to the full text of
the Amendment, which is attached hereto as Exhibit 10.1, and the Letter
Agreement, which is attached hereto as Exhibit 10.2, each of which is
incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

         10.1       Amendment, dated April 11, 2006, to the Employment Agreement
                    dated as of November 21, 2002, between North Atlantic
                    Trading Company, Inc. and James W. Dobbins.

         10.2       Letter Agreement, dated April 5, 2006, between North
                    Atlantic Trading Company, Inc. and Jack Africk.


                                       2
<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/ Brian C. Harriss
                                              ----------------------------------
                                       Name:  Brian C. Harriss
                                       Title: Senior Vice President and Chief
                                              Financial Officer


Date: April 11, 2006









                                       3
<PAGE>
                                  EXHIBIT INDEX

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

         10.1       Amendment, dated April 11, 2006, to the Employment Agreement
                    dated as of November 21, 2002, between North Atlantic
                    Trading Company, Inc. and James W. Dobbins.

         10.2       Letter Agreement, dated April 5, 2006, between North
                    Atlantic Trading Company, Inc. and Jack Africk.













                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>jd4-11ex10_1.txt
<DESCRIPTION>10.1
<TEXT>
                                                                    EXHIBIT 10.1

                      NORTH ATLANTIC TRADING COMPANY, INC.
                        3029 WEST MUHAMMAD ALI BOULEVARD
                           LOUISVILLE, KENTUCKY 40212


April 11, 2006

Mr. James W. Dobbins
North Atlantic Trading Company, Inc.
257 Park Avenue South
New York, New York 10010-7304

Dear Mr. Dobbins:

           As you know, the Board of Directors has approved an increase in your
annual salary in the amount of $3,547.50 subject to an amendment to your
employment agreement to provide that you will no longer be entitled to the
following perquisites: the per annum fee for club membership dues and the term
life insurance policy. Accordingly, we hereby agree that the Employment
Agreement between you and North Atlantic Trading Company, Inc. dated as of
November 21, 2002 (the "Agreement") is amended, pursuant to Section 13 thereof,
as follows:

          1.   Section 3(c) is hereby amended by deleting the phrase "and up to
               $3,000 per annum for membership dues with respect to such club
               membership" where it appears therein and by deleting the sentence
               "In addition, to the extent obtainable at reasonable premiums (as
               determined by the Company in its sole discretion), the Company
               shall provide the Executive with a term life insurance policy in
               an amount equal to $750,000, with Executive's estate being the
               beneficiary" where it appears therein.

           This amendment shall be effective as of January 1, 2006. This letter
also confirms that, except as amended hereby, the Agreement remains in full
force and effect in accordance with its terms.

           If you are in agreement with the foregoing, please sign a copy of
this letter where indicated below and return it to us.

                                        Very truly yours,

                                        NORTH ATLANTIC TRADING COMPANY, INC.

                                        By: Douglas P. Rosefsky

                                        /s/ Douglas P. Rosefsky
                                        ----------------------------------------
                                        Douglas P. Rosefsky
                                        Chief Executive Officer

ACKNOWLEDGED AND AGREED:

/s/ James W. Dobbins
- -------------------------
James W. Dobbins
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>jd4-11ex10_2.txt
<DESCRIPTION>10.2
<TEXT>
                                                                    EXHIBIT 10.2

                      NORTH ATLANTIC TRADING COMPANY, INC.
                        3029 WEST MUHAMMAD ALI BOULEVARD
                           LOUISVILLE, KENTUCKY 40212

April 5, 2006

BY HAND

Mr. Jack Africk
Evolution Partners
3700 Airport Road
Boca Raton, FL 33431

RE:  REPRESENTATION WITH THE MCLANE COMPANY

Dear Jack,

As we have discussed and subject to Board approval, we would like to offer you
the opportunity to represent National Tobacco Company, I.P. ("NTC"), North
Atlantic Operating Company, Inc. ("NAOC") and North Atlantic Cigarette Company,
Inc. ("NACC") (together, the "Companies") with respect to the Companies'
relationship with and its sales activity to the McLane Company ("McLane"). In
general, your duties will be to use your best efforts to increase the Companies'
sales and to foster a strong relationship with McLane.

The Companies, through NTC, will compensate you by paying you a percentage of
Net Sales achieved over certain targets. "Net Sales" is defined to mean Gross
Sales less (i) cash discount (early payment terms), (ii) returns, (iii)
allowances (any discount or other incentives offered to McLane, all of which
must be documented) and (iv) any other deductions, proper or otherwise, taken by
McLane.

The percentages and targets, which are set by product category, are:

Loose Leaf Tobacco Products
- ---------------------------
You will be compensated at a rate of 2.6% of the dollar amount of Net Sales in
2006 in excess of 2005 Net Sales. To illustrate, if Net Sales for loose leaf for
the year 2006 is $1 million more than 2005 Net Sales, you will be paid 2.6% on
the $1 million excess sales gain, or $26,000.

Premium Cigarette Papers
- ------------------------
You will be compensated at a rate of 3.0% of the dollar amount of 2006's Net
Sales in excess of Net Sales in 2005.


<PAGE>
Make-Your-Own Cigarette Tobacco and Related Products
- ----------------------------------------------------
You will be compensated at a rate of 1.3% of the dollar amount of Net Sales in
2006 in excess of 2005 Net Sales.

Cigarettes
- ----------
You will be compensated at a rate of 3.5% of the dollar amount of Net Sales in
2006 in excess of 2005 Net Sales.

Payment will be made within 45 days of the end of the calendar year.

This agreement will commence January 1, 2006 and will conclude on December 31,
2006. The agreement may be extended on ninety (90) days' notice prior to the
expiration of term by mutual agreement of the parties.

You are an independent contractor and nothing in this agreement shall be
constructed as giving you the status of an "employee." Nonetheless, when
conducting yourself on behalf of the Companies, you will agree to observe and
follow all of the Companies' policies and procedures. In addition, you do not
have the authority to independently bind the Companies to any commitment without
prior written approval of executive management.

This agreement is in addition to and does not modify your existing Consulting
Agreement.

We are pleased that you are willing to represent us and look forward to our
mutual success.

If the above accurately states our agreement, please sign below to indicate your
acceptance.

Very truly yours,

/s/ Douglas P. Rosefsky
- ------------------------
Douglas P. Rosefsky
Chief Executive Officer


cc: Thomas F. Helms, Jr.

AGREED AND ACCEPTED this 5th day of April, 2006:

EVOLUTION PARTNERS

/s/ Jack Africk
- ------------------------
By: Jack Africk


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