SEC Comment Letter for NACCO INDUSTRIES INC (NC) (CIK 0000789933) (NC) — Apr 10, 2020
NACCO INDUSTRIES INC (NC) (CIK 0000789933)
Date: April 10, 2020 · CIK: 0000789933 · Accession: 0000000000-20-003126
AI Filing Summary & Sentiment
File numbers found in text: 333-223504
Referenced dates: April 3, 2020, April 3, 2020
Letter
April 10, 2020 John Neumann Vice President, General Counsel and Secretary NACCO INDUSTRIES INC 5875 Landerbrook Drive, Suite 220 Cleveland, OH 44124 Re:NACCO INDUSTRIES INC Post-effective Amendment No. 2 to Form S-4 filed March 4 2020 Response letter dated April 3, 2020 File No. 333-223504 Dear Mr. Neumann: We have limited our review of your registration statement and response letter dated April 3, 2020 to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Response letter dated April 3, 2020 General 1.We note your response to prior comment 1, however, it continues to appear that Form S-4 does not permit the registration of this transaction. Please amend accordingly. With respect to your response to prior comment 2, although relying on an exemption from registration may not provide the same level of liquidity, it continues to appear that the exchange offer can and should be conducted privately. Once the transactions are completed privately, you may then register the resale of the Class A shares. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
FirstName LastNameJohn Neumann Comapany NameNACCO INDUSTRIES INC April 10, 2020 Page 2 FirstName LastName John Neumann NACCO INDUSTRIES INC April 10, 2020 Page 2 time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Andrew C. Thomas, Esq.
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April 10, 2020
John Neumann
Vice President, General Counsel and Secretary
NACCO INDUSTRIES INC
5875 Landerbrook Drive, Suite 220
Cleveland, OH 44124
Re:NACCO INDUSTRIES INC
Post-effective Amendment No. 2 to Form S-4 filed March 4 2020
Response letter dated April 3, 2020
File No. 333-223504
Dear Mr. Neumann:
We have limited our review of your registration statement and response letter dated April
3, 2020 to those issues we have addressed in our comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Response letter dated April 3, 2020
General
1.We note your response to prior comment 1, however, it continues to appear that Form S-4
does not permit the registration of this transaction. Please amend accordingly. With
respect to your response to prior comment 2, although relying on an exemption from
registration may not provide the same level of liquidity, it continues to appear that the
exchange offer can and should be conducted privately. Once the transactions are
completed privately, you may then register the resale of the Class A shares.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
FirstName LastNameJohn Neumann
Comapany NameNACCO INDUSTRIES INC
April 10, 2020 Page 2
FirstName LastName
John Neumann
NACCO INDUSTRIES INC
April 10, 2020
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Andrew C. Thomas, Esq.