CUSIP No. 629579103 | Schedule 13D/A | Page 1 of 14 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 26)
NACCO Industries, Inc.
(Name of Issuer)
Class A Common Stock, par value $1.00 per share
(Title of Class of Securities)
629579103
(CUSIP Number)
Alfred M. Rankin, Jr.
5875 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4017
(440) 449-9600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 629579103 | Schedule 13D/A | Page 2 of 14 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alfred M. Rankin, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
266,342 | ||||
8 | SHARED VOTING POWER
415,769 | |||||
9 | SOLE DISPOSITIVE POWER
266,342 | |||||
10 | SHARED DISPOSITIVE POWER
415,769 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,111 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.76% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 629579103 | Schedule 13D/A | Page 3 of 14 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Victoire G. Rankin | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
34,936 | ||||
8 | SHARED VOTING POWER
308,880 | |||||
9 | SOLE DISPOSITIVE POWER
34,936 | |||||
10 | SHARED DISPOSITIVE POWER
647,175 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,111 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.76% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 629579103 | Schedule 13D/A | Page 4 of 14 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Helen Rankin Butler | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
68,094 | ||||
8 | SHARED VOTING POWER
111,129 | |||||
9 | SOLE DISPOSITIVE POWER
68,094 | |||||
10 | SHARED DISPOSITIVE POWER
449,424 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,518 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.68% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 629579103 | Schedule 13D/A | Page 5 of 14 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clara T. Rankin Williams | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
74,574 | ||||
8 | SHARED VOTING POWER
12,283 | |||||
9 | SOLE DISPOSITIVE POWER
74,574 | |||||
10 | SHARED DISPOSITIVE POWER
350,578 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,152 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 629579103 | Schedule 13D/A | Page 6 of 14 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Matthew M. Rankin | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
14,051 | ||||
8 | SHARED VOTING POWER
1,930 | |||||
9 | SOLE DISPOSITIVE POWER
14,051 | |||||
10 | SHARED DISPOSITIVE POWER
340,225 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,276 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.63% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 629579103 | Schedule 13D/A | Page 7 of 14 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John C. Butler, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
111,129 | ||||
8 | SHARED VOTING POWER
68,094 | |||||
9 | SOLE DISPOSITIVE POWER
111,129 | |||||
10 | SHARED DISPOSITIVE POWER
406,389 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,518 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.68% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 629579103 | Schedule 13D/A | Page 8 of 14 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David B. Williams | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
12,283 | ||||
8 | SHARED VOTING POWER
74,574 | |||||
9 | SOLE DISPOSITIVE POWER
12,283 | |||||
10 | SHARED DISPOSITIVE POWER
412,869 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,152 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 629579103 | Schedule 13D/A | Page 9 of 14 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elizabeth B. Rankin | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
722 | ||||
8 | SHARED VOTING POWER
15,259 | |||||
9 | SOLE DISPOSITIVE POWER
722 | |||||
10 | SHARED DISPOSITIVE POWER
353,554 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,276 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.63% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 629579103 | Schedule 13D/A | Page 10 of 14 |
Schedule 13D/A
This Amendment No. 26 to Schedule 13D (this Amendment No. 26) is hereby filed to update and supplement certain information with respect to the shares of Class A Common Stock (the Class A Common) of NACCO Industries, Inc. (the Company) held by Rankin Associates II, L.P., a Delaware limited partnership (the Partnership), that appeared in the Schedule 13D on February 18, 1998 (the Initial Filing), as amended on March 30, 1998 (the Amendment No. 1), as amended on April 20, 1998 (the Amendment No. 2), as amended on January 11, 1999 (the Amendment No. 3), as amended on May 28, 1999 (the Amendment No. 4), as amended on November 13, 2000 (the Amendment No. 5), as amended on February 14, 2001 (the Amendment No. 6), as amended on January 10, 2002 (the Amendment No. 7), as amended on October 31, 2002 (the Amendment No. 8), as amended on January 9, 2003 (the Amendment No. 9), as amended on April 28, 2003 (the Amendment No. 10), as amended on February 17, 2004 (the Amendment No. 11), as amended on February 15, 2005 (the Amendment No. 12), as amended on February 14, 2006 (the Amendment No. 13), as amended on February 14, 2007 (the Amendment No. 14), as amended on February 14, 2008 (the Amendment No. 15), as amended on February 13, 2009 (the Amendment No. 16), as amended on February 16, 2010 (the Amendment No. 17), as amended on February 14, 2011 (the Amendment No. 18), as amended on February 14, 2012 (the Amendment No. 19), as amended on February 14, 2013 (the Amendment No. 20), as amended on February 14, 2014 (the Amendment No. 21), as amended on February 13, 2015 (the Amendment No. 22), as amended on February 12, 2016 (the Amendment No. 23), as amended on February 14, 2017 (the Amendment No. 24) and as amended on February 13, 2018 (the Amendment No. 25) (collectively, the Filings). This Amendment No. 26 (a) updates certain information with respect to certain Reporting Persons under the Filings and (b) reflects the acquisitions and/or dispositions of shares of Class A Common by certain Reporting Persons. Capitalized terms used herein but not defined herein have the meanings assigned to them in the Filings.
Item 2. Identity and Background.
(a)(c) Item 2 of the Filings is hereby amended as follows:
The statements under the heading Alfred M. Rankin, Jr. are hereby deleted and replaced by the following:
Alfred M. Rankin, Jr. Mr. Rankins resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Non-Executive Chairman of the Company, at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124, (b) Chairman, President and Chief Executive Officer of Hyster-Yale Materials Handling, Inc., a Delaware corporation, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Non-Executive Chairman of Hamilton Beach Brands Holding Company, a Delaware corporation, at 4421 Waterfront Dr., Glen Allen, Virginia 23060.
The statements under the heading Thomas Parker Rankin. are hereby deleted and replaced by the following:
Thomas Parker Rankin. Mr. Rankins address is 20 Commerce St., Apartment BW, New York, NY 10014. He is an associate at Evercore Partners.
Item 5. Interest in Securities of the Issuer.
(a)(b) The first paragraph under the heading Item 5. Interest in Securities of the Issuer in the Filings is hereby deleted and replaced in its entirety by the following:
Pursuant to the Act and the regulations thereunder, the Reporting Persons may be deemed as a group to beneficially own 338,295 shares of Class A Common, the aggregate number of shares of Class A Common which are held by the Partnership, representing approximately 6.33% of the outstanding Class A Common as of December 31, 2018.
The statements under the heading Alfred M. Rankin, Jr. which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Alfred M. Rankin, Jr. Mr. Rankin (a) shares with his mother (Clara L.T. Rankin) the power to vote and dispose of 9,600 shares of Class A Common pursuant to an agreement with his mother, creating a trust for the
CUSIP No. 629579103 | Schedule 13D/A | Page 11 of 14 |
benefit of her grandchildren; (b) shares with PNC Bank, N.A. (PNC) the power to vote and dispose of 18,625 shares of Class A Common held by the A.M. Rankin Sr. GST Trusts for the benefit of Alfred M. Rankin, Sr.s grandchildren; (c) shares with Rankin Management, Inc. and the other Reporting Persons the power to vote and dispose of 338,295 shares of Class A Common held by the Partnership; (d) has the sole power to vote and dispose of 252,182 shares of Class A Common under the Alfred Rankin Trust, with himself as trustee and for his benefit; (e) has the sole power to vote and dispose of 14,160 shares of Class A Common held in an individual retirement account; (f) is deemed to share with his spouse (Victoire G. Rankin) the power to vote and dispose of 34,936 shares of Class A Common owned by his spouse; and (g) shares with his brother (Bruce T. Rankin) the power to vote and dispose of 14,313 shares of Class A Common held in trust for the benefit of that brother. Collectively, the 682,111 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 12.76% of the Class A Common outstanding as of December 31, 2018.
The statements under the heading Victoire G. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Victoire G. Rankin. Ms. Rankin (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has the sole power to vote and dispose of 34,936 shares of Class A Common held in a trust created under the Agreement, dated September 28, 2000, for her benefit; (c) is deemed to share with her spouse (Alfred M. Rankin, Jr.) the power to vote and dispose of 9,600 shares of Class A Common owned by a trust created for the benefit of the grandchildren of Clara L.T. Rankin because her spouse is trustee of such trust; (d) is deemed to share with her spouse the power to vote and dispose of 18,625 shares of Class A Common held in trusts created for the benefit of the grandchildren of Alfred M. Rankin, Sr. because her spouse is a co-trustee of such trusts; (e) is deemed to share with her spouse the power to vote and dispose of 252,182 shares of Class A Common owned by a revocable trust for the benefit of her spouse; (f) is deemed to share with her spouse the power to vote and dispose of an additional 14,160 shares of Class A Common held by her spouse in an individual retirement account; and (g) is deemed to share with her spouse the power to vote and dispose of 14,313 shares of Class A Common held in a trust for the benefit of his brother (Bruce T. Rankin) because her spouse is trustee of such trust. Collectively, the 682,111 shares of Class A Common beneficially owned by Ms. Rankin constitute approximately 12.76% of the Class A Common outstanding as of December 31, 2018.
The statements under the heading Helen Rankin Butler which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Helen Rankin Butler. Ms. Butler (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) is deemed to share with her spouse (John C. Butler, Jr.) the power to vote and dispose of 103,119 shares of Class A Common held by Mr. Butler, including (i) 100,319 shares of Class A Common held in a revocable trust for the benefit of Mr. Butler and (ii) 2,800 shares of Class A Common held in her spouses individual retirement account; (c) is deemed to share with her spouse (John C. Butler, Jr., as trustee) the power to vote and dispose of (i) 4,083 shares of Class A Common held in a trust for the benefit of her minor daughter (Clara R. Butler) and (ii) 3,927 shares of Class A Common held in a trust for the benefit of her minor son (Griffin B. Butler); and (d) has sole power to vote and dispose of 68,094 shares of Class A Common. Collectively, the 517,518 shares of Class A Common beneficially owned by Ms. Butler constitute approximately 9.68% of the Class A Common outstanding as of December 31, 2018.
The statements under the heading Clara T. Rankin Williams which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Clara T. Rankin Williams. Ms. Williams (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has the sole power to vote and dispose of 68,094 shares of Class A Common held by trusts created for her benefit and for which she is the trustee; (c) as trustee, has sole power to vote and dispose of 3,927 shares of Class A Common held in a trust for the benefit of her minor daughter (Margo J.V. Williams); (d) as trustee, has sole power to vote and dispose of 2,553 shares of Class A Common held in a trust for the benefit of her minor daughter (Helen C. Williams); and (e) is deemed to share the power to vote and dispose of 12,283 shares of Class A Common owned by her spouse (David B. Williams). Collectively, the 425,152 shares of Class A Common beneficially owned by Ms. Williams constitute approximately 7.95% of the Class A Common outstanding as of December 31, 2018.
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The statements under the heading Matthew M. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Matthew M. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 14,051 shares of Class A Common; (b) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (c) is deemed to share with his spouse (Elizabeth B. Rankin) the power to vote and dispose of 722 shares of Class A Common owned by his spouse; (d) as a co-trustee, Mr. Rankin shares with his brother (James T. Rankin) the power to vote and dispose of 645 shares of Class A Common held in a trust for the benefit of his daughter (Mary M. Rankin); and (e) as a co-trustee, Mr. Rankin shares with his brother (James T. Rankin) the power to vote and dispose of 563 shares of Class A Common held in a trust for the benefit of his son (William A. Rankin). Collectively, the 354,276 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 6.63% of the Class A Common outstanding as of December 31, 2018.
The statements under the heading John C. Butler, Jr. which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
John C. Butler, Jr. Mr. Butler (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 103,119 shares of Class A Common held by Mr. Butler, including (i) 100,319 shares of Class A Common held in a revocable trust for the benefit of Mr. Butler, and (ii) 2,800 shares of Class A Common held in his individual retirement account; (c) as trustee, has sole power to vote and dispose of 4,083 shares of Class A Common held in a trust for the benefit of his minor daughter (Clara R. Butler); (d) as trustee, has sole power to vote and dispose of 3,927 shares of Class A Common held in a trust for the benefit of his minor son (Griffin B. Butler); and (e) is deemed to share with his spouse (Helen R. Butler) the power to vote and dispose of 68,094 shares of Class A Common beneficially owned by his spouse. Collectively, the 517,518 shares of Class A Common beneficially owned by Mr. Butler constitute approximately 9.68% of the Class A Common outstanding as of December 31, 2018.
The statements under the heading David B. Williams which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
David B. Williams. Mr. Williams (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 12,283 shares of Class A Common held by Mr. Williams; (c) is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote and dispose of 68,094 shares of Class A Common beneficially owned by his spouse; (d) is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote and dispose of 3,927 shares of Class A Common owned by a trust created for the benefit of his minor daughter (Margo J. V. Williams) because his spouse is trustee of such trust; and (e) is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote and dispose of 2,553 shares of Class A Common owned by a trust created for the benefit of his minor daughter (Helen C. Williams) because his spouse is trustee of such trust. Collectively, the 425,152 shares of Class A Common beneficially owned by Mr. Williams constitute approximately 7.95% of the Class A Common outstanding as of December 31, 2018.
The statements under the heading Elizabeth B. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Elizabeth B. Rankin. Mrs. Rankin (a) has sole power to vote and dispose of 722 shares of Class A Common; (b) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (c) is deemed to share with her spouse (Matthew M. Rankin) the power to vote and dispose of 13,551 shares of Class A Common held in a trust for the benefit of her spouse, for which her spouse is a co-trustee; (d) is deemed to share with her spouse the power to vote and dispose of 500 shares of Class A Common owned by her spouse; (e) is deemed to share with her spouse the power to vote and dispose of 645 shares of Class A Common held by her
CUSIP No. 629579103 | Schedule 13D/A | Page 13 of 14 |
spouse as a co-trustee of a trust for the benefit of her daughter (Mary M. Rankin); and (f) is deemed to share with her spouse the power to vote and dispose of 563 shares of Class A Common held by her spouse as a co-trustee of a trust for the benefit of her son (William A. Rankin). Collectively, the 354,276 shares of Class A Common beneficially owned by Mrs. Rankin constitute approximately 6.63% of the Class A Common outstanding as of December 31, 2018.
[Signatures begin on the next page.]
[The remainder of this page was intentionally left blank.]
CUSIP No. 629579103 | Schedule 13D/A | Page 14 of 14 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2019
RANKIN ASSOCIATES II, L.P. | ||
By: | Rankin Management, Inc., its Managing Partner | |
By: | /s/ Alfred M. Rankin, Jr. | |
Alfred M. Rankin, Jr. President | ||
RANKIN MANAGEMENT, INC. | ||
By: | /s/ Alfred M. Rankin, Jr. | |
Alfred M. Rankin, Jr. President | ||
REPORTING INDIVIDUALS | ||
By: | /s/ Alfred M. Rankin, Jr. | |
Alfred M. Rankin, Jr., on behalf of himself, and as: | ||
Attorney-in-Fact for Victoire G. Rankin* Attorney-in-Fact for Helen Rankin Butler* Attorney-in-Fact for Clara T. Rankin Williams* Attorney-in-Fact for Thomas T. Rankin* Attorney-in-Fact for Matthew M. Rankin* Attorney-in-Fact for Claiborne R. Rankin* Attorney-in-Fact for Chloe O. Rankin* Attorney-in-Fact for Roger F. Rankin* Attorney-in-Fact for Bruce T. Rankin* Attorney-in-Fact for Alison A. Rankin* Attorney-in-Fact for Corbin K. Rankin* Attorney-in-Fact for John C. Butler, Jr.* Attorney-in-Fact for James T. Rankin* Attorney-in-Fact for Claiborne R. Rankin, Jr.* Attorney-in-Fact for David B. Williams* Attorney-in-Fact for Scott W. Seelbach* Attorney-in-Fact for Elizabeth B. Rankin* Attorney-in-Fact for Thomas P. Rankin* Attorney-in-Fact for Julia Rankin Kuipers* Attorney-in-Fact for Lynn T. Rankin* Attorney-in-Fact for Chloe R. Seelbach* |
* | The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 2, at page 16, and Exhibit 4, at pages 25 and 26 of the Schedule 13D, filed February 18, 1998. |