Exhibit (a)(17)
FOR IMMEDIATE RELEASE
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Contact:
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Investor Relations Department |
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(954) 883-1000 |
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investor.relations@applicamail.com |
Special Meeting of Applica’s Shareholders to
Reconvene on January 23, 2007
Miramar, Florida (January 17, 2007) — Applica Incorporated (NYSE: APN) today announced that,
as previously planned and announced, its special meeting of shareholders scheduled to be held at
11:00 a.m. Eastern Standard Time today to vote on the merger agreement with affiliates of Harbinger
Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.
(together, “Harbinger Capital Partners”) was convened and adjourned until 11:00 a.m. Eastern
Standard Time on January 23, 2007, without a vote on any proposal other than the adjournment. The
proposal to adopt the Harbinger Capital Partners merger agreement, under which Harbinger Capital
Partners would acquire all outstanding shares of Applica that it does not currently own for $8.25
per share in cash, without interest, will be submitted to a vote of Applica’s shareholders at the
reconvened meeting at 11:00 a.m. Eastern Standard Time on January 23, 2007, subject to any further
adjournment. The record date for the reconvened meeting will remain November 27, 2006.
The Applica Board of Directors continues to recommend that Applica shareholders (i) vote “FOR”
the adoption of the amended merger agreement between Applica and affiliates of Harbinger Capital
Partners and (ii) reject the NACCO tender offer and NOT tender their shares in the NACCO tender
offer.
Shareholders may submit their proxies to vote their shares on the proposals until 11:00 a.m.
Eastern Standard Time on January 23, 2007. In order to vote their shares in favor of the Harbinger
Capital Partners agreement, shareholders should complete, date, sign and return the proxy card
enclosed with the previously distributed definitive proxy statement as soon as possible.
Shareholders who have any questions about the definitive proxy statement, the proxy supplements
thereto, the Schedule 14d-9 recommendation statement, the amendments thereto, the amended merger
agreement or the merger, or who need assistance with the voting procedures, should contact
Applica’s proxy solicitor, Georgeson Inc., at 17 State Street, New York, New York 10004 or call
toll-free at (866) 857-2624.
About Applica Incorporated:
Applica and its subsidiaries are marketers and distributors of a broad range of branded and
private-label small household appliances. Applica markets and distributes kitchen products, home
products, pest control products, pet care products and personal care products. Applica
markets products under licensed brand names, such as Black & Decker®; its own brand
names, such as Windmere®, LitterMaid®, Belson® and
Applica®; and other private-label brand names. Applica’s customers include mass
merchandisers, specialty retailers and appliance distributors primarily in North America, Mexico,
Latin America and the Caribbean. Additional information about Applica is available at
www.applicainc.com.
About Harbinger Capital Partners:
The Harbinger Capital Partners investment team located in New York City manages in excess of
$5 billion in capital through two complementary strategies. Harbinger Capital Partners Master Fund
I, Ltd. is focused on restructurings, liquidations, event-driven situations, turnarounds and
capital structure arbitrage, including both long and short positions in highly leveraged and
financially distressed companies. Harbinger Capital Partners Special Situations Fund, L.P. is
focused on distressed debt securities, special situation equities and private loans/notes in a
predominantly long-only strategy.
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The statements contained in this news release that are not historical facts are
“forward-looking statements”. 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. Applica undertakes no
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:
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the failure to obtain approval of the merger from Applica shareholders; |
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disruption from the merger making it more difficult to maintain relationships
with customers, employees or suppliers; |
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claims by NACCO Industries, Inc. and HB-PS Holding Company, Inc. related to
the termination of their merger agreement with Applica; |
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changes in the sales prices, product mix or levels of consumer purchases of
small household appliances; |
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bankruptcy of or loss of major retail customers or suppliers; |
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changes in costs, including transportation costs, of raw materials, key
component parts or sourced products; |
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fluctuation of the Chinese currency; |
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delays in delivery or the unavailability of raw materials, key component
parts or sourced products; |
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changes in suppliers; |
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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 Applica buys, operates and/or sell products; |
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product liability, regulatory actions or other litigation, warranty claims or
returns of products; |
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customer acceptance of changes in costs of, or delays in the development of
new products; |
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increased competition, including consolidation within the industry; and |
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other risks and uncertainties detailed from time to time in Applica’s Securities
and Exchange Commission (“SEC”) filings. |
In connection with the proposed transaction with affiliates of Harbinger Capital Partners,
Applica has filed a definitive proxy statement, proxy supplements, a Schedule 14d-9 recommendation
statement and amendments thereto with the SEC. Investors and security holders are urged to read the
definitive proxy statement, the proxy supplements, the Schedule 14d-9 recommendation statement, the
amendments thereto and any other relevant documents filed with the SEC in connection with the
proposed transaction because they contain important information about Applica, the proposed
transaction with affiliates of Harbinger Capital Partners, the NACCO tender offer and related
matters. The definitive proxy statement, several proxy supplements, the Schedule 14d-9
recommendation statement and several amendments thereto have been mailed to Applica shareholders
and a supplement and an amended Schedule 14d-9 recommendation statement will be mailed to Applica’s
shareholders.
Investors and security holders may obtain free copies of these documents as they become
available through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed with the SEC may be obtained free of charge by directing such requests to Applica
Incorporated, 3633 Flamingo Road, Miramar, Florida 33027, Attention: Investor Relations ((954)
883-1000), or from Applica Incorporated’s website at www.applicainc.com.
Applica Incorporated and its directors, executive officers and certain other members of
Applica management may be deemed to be participants in the solicitation of proxies from Applica
shareholders with respect to the proposed transaction. Information regarding the interests of these
officers and directors in the proposed transaction has been included in the proxy statement filed
with the SEC. In addition, information about Applica’s directors, executive officers and members of
management is contained in Applica’s most recent proxy statement and annual report on Form 10-K,
which are available on Applica’s website and at www.sec.gov.
Black & Decker
® is a trademark of The Black & Decker Corporation, Towson, Maryland.