SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 10)(1)
NACCO Industries, Inc.
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(Name of Issuer)
Class A Common Stock, par value $1.00 per share
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(Title of Class of Securities)
629579 10 3
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(CUSIP Number)
Alfred M. Rankin, Jr.
5875 Landerbrook Drive
Mayfield Heights, Ohio 44124-4017
(440) 449-9600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 24, 2003
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 15 Pages)
---------------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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 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. 629579 10 3 13D Page 2 of 15 Pages
------------------------------ -------------------------
------------------ -------------------------------------------------------------
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) X
------------------ -------------------------------------------------------------
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
------------------------------- -------- ---------------------------------------
7 SOLE VOTING POWER
130,110
-------- ---------------------------------------
8 SHARED VOTING POWER
NUMBER OF 919,125
SHARES -------- ---------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 130,110
PERSON WITH -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
919,125
------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,049,235
------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------ -------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 3 of 15 Pages
------------------------------ -------------------------
------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas T. Rankin
------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
------------------ -------------------------------------------------------------
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
------------------------------- -------- ---------------------------------------
7 SOLE VOTING POWER
71,497
-------- ---------------------------------------
8 SHARED VOTING POWER
NUMBER OF 752,282
SHARES -------- ---------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 71,497
PERSON WITH -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
752,282
------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
823,779
------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------ -------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 4 of 15 Pages
------------------------------ -------------------------
------------------ -------------------------------------------------------------
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) X
------------------ -------------------------------------------------------------
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
------------------------------- -------- ---------------------------------------
7 SOLE VOTING POWER
11,764
-------- ---------------------------------------
8 SHARED VOTING POWER
NUMBER OF 34,169
SHARES -------- ---------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 11,764
PERSON WITH -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
772,464
------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
784,228
------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------ -------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 5 of 15 Pages
------------------------------ -------------------------
------------------ -------------------------------------------------------------
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) X
------------------ -------------------------------------------------------------
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
------------------ -------------------------------------------------------------
7 SOLE VOTING POWER
7,274
-------- ---------------------------------------
8 SHARED VOTING POWER
NUMBER OF 10,587
SHARES -------- ---------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 7,274
PERSON WITH -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
748,882
------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
756,156
------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------ -------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 6 of 15 Pages
------------------------------ -------------------------
------------------ -------------------------------------------------------------
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) X
------------------ -------------------------------------------------------------
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
------------------------------- -------- ---------------------------------------
7 SOLE VOTING POWER
20,284
-------- ---------------------------------------
8 SHARED VOTING POWER
NUMBER OF 290,656
SHARES -------- ---------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 20,284
PERSON WITH -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
1,028,951
------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,049,235
------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------ -------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 7 of 15 Pages
------------------------------ -------------------------
------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corbin Rankin
------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
------------------ -------------------------------------------------------------
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
------------------------------- -------- ---------------------------------------
7 SOLE VOTING POWER
3,400
-------- ---------------------------------------
8 SHARED VOTING POWER
NUMBER OF 82,084
SHARES -------- ---------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 3,400
PERSON WITH -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
820,379
------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
823,779
------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------ -------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 8 of 15 Pages
------------------------------ -------------------------
------------------ -------------------------------------------------------------
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) X
------------------ -------------------------------------------------------------
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
------------------------------- -------- ---------------------------------------
7 SOLE VOTING POWER
1,375
-------- ---------------------------------------
8 SHARED VOTING POWER
NUMBER OF 35,544
SHARES -------- ---------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 1,375
PERSON WITH -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
773,839
------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
775,214
------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------ -------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 9 of 15 Pages
------------------------------ -------------------------
------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clara Rankin Williams
------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
------------------ -------------------------------------------------------------
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
------------------------------- -------- ---------------------------------------
7 SOLE VOTING POWER
1,375
-------- ---------------------------------------
8 SHARED VOTING POWER
NUMBER OF 35,544
SHARES -------- ---------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 1,375
PERSON WITH -------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
773,839
------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
775,214
------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------ -------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 10 of 15 Pages
------------------------------ -------------------------
This Amendment No. 10 to Schedule 13D (this "Amendment No. 10") is
hereby filed to update and supplement certain information with respect to
beneficial ownership of shares of Class A Common Stock (the "Class A Common") of
NACCO Industries, Inc. (the "Company") that appeared in the Schedule 13D filed
by the Reporting Persons on February 18, 1998 (the "Initial Filing"), as amended
on March 30, 1998 ("Amendment No. 1"), as amended on April 9, 1998 ("Amendment
No. 2"), as amended on January 11, 1999 ("Amendment No. 3"), as amended on May
14, 1999 ("Amendment No. 4"), as amended on November 13, 2000 ("Amendment No.
5"), as amended on February 14, 2001 ("Amendment No. 6"), as amended on January
10, 2002 ("Amendment No. 7"), as amended on October 31, 2002 ("Amendment No.
8"), and as amended on January 9, 2003 ("Amendment No. 9") (collectively, the
"Filings"). This Amendment No. 10: (a) updates certain information with respect
to certain Reporting Persons under the Filings and (b) reflects the acquisition
or disposition of Class A Common by certain Reporting Persons. Capitalized terms
used herein but not defined herein shall have the meanings assigned to such
terms in the Filings.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Item 2 of the Filings is hereby amended as follows:
The statements that appear under the heading Thomas T. Rankin which
appear in the Filings, are hereby deleted and replaced in their entirety by the
following:
THOMAS T. RANKIN. Mr. Rankin's business address is 5204
Patterson Avenue, Suite C, Richmond, Virginia 23226. He is the owner of
Cross-Country Marketing.
The statements that appear under the heading Corbin Rankin which appear
in the Filings, are hereby deleted and replaced in their entirety by the
following:
CORBIN RANKIN. Mrs. Rankin's business address is 5204
Patterson Avenue, Suite C, Richmond, Virginia 23226. She is not
employed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The sixth paragraph under the heading "Item 5. Interest in
Securities of the Issuer," which appears in the Filings reporting the beneficial
ownership of Class A Common by Alfred M. Rankin, Jr., is hereby deleted and
replaced in its entirety as follows:
ALFRED M. RANKIN, JR. Mr. Rankin (a) shares with National City
Bank, a national banking association ("NCB"), the power to vote and
dispose of 2,000 shares of Class A Common pursuant to the Agreement
with Clara L.T. Rankin, dated September 22, 1988, creating a charitable
trust for 20 years and then for the benefit of her grandchildren, (b)
shares with Clara L.T. Rankin the power to dispose of 33,600 shares of
Class A Common pursuant to the Agreement with Clara L.T. Rankin, dated
July 20, 2000, creating a trust for the benefit of her grandchildren,
(c) shares with NCB the power to vote and dispose of 26,608 shares of
Class A Common held by the AM Rankin Sr. Trust A for the benefit of
grandchildren, (d) as trustee, shares with Helen Rankin Butler
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 11 of 15 Pages
------------------------------ -------------------------
the power to vote and dispose of 34,169 shares of Class A Common held
in a trust for the benefit of Helen Rankin Butler, (e) as trustee,
shares with Clara T. (Rankin) Williams the power to vote and dispose of
34,169 shares of Class A Common held in a trust for the benefit of
Clara T. (Rankin) Williams, (f) shares the power to dispose of 738,295
shares of Class A Common with RMI and the other Reporting Individuals,
(g) has the sole power to vote and dispose of 101,110 shares of Class A
Common held by the Main Trust of Alfred M. Rankin, Jr. created under
the Agreement, dated September 28, 2000, as supplemented, amended and
restated, (h) has the sole power to vote and dispose of 15,000 shares
of Class A Common held by Alfred M. Rankin, Jr.'s 2004 Qualified
Annuity Interest Trust, (i) shares with NCB the power to vote and
dispose of 30,000 shares of Class A Common held in a trust for the
benefit of Clara L.T. Rankin under the Agreement, dated January 5,
1977, (j) has the sole power to vote and dispose of 14,000 shares of
Class A Common held in his individual retirement account and (k) is
deemed to share with his spouse the power to vote and dispose of 20,284
shares of Class A Common owned by his spouse (Victoire G. Rankin)
because she resides with him. Collectively, the 1,049,235 shares of
Class A Common beneficially owned by Mr. Rankin constitute
approximately 16.0% of the Class A Common outstanding as of February
28, 2003. The business address of Helen Rankin Butler is Camp Aloha
Hive, The Aloha Foundation, 2968 Lake Morey Road, Fairlee, Vermont
05045. Mrs. Helen Rankin Butler is employed as the Director of Camp
Aloha Hive. To the knowledge of the Reporting Individuals, during the
last five years, Helen Rankin Butler has not been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which she
was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws.
The seventh paragraph under the heading "Item 5. Interest in Securities
of the Issuer," which appears in the Filings reporting the beneficial ownership
of Class A Common by Thomas T. Rankin, is hereby deleted and replaced in its
entirety as follows:
THOMAS T. RANKIN. Mr. Rankin (a) has sole power to vote and to
dispose of 68,597 shares of Class A Common under the Agreement, dated
November 29, 1967, creating a revocable trust for the benefit of Mr.
Rankin, (b) has sole power to vote and dispose of 2,900 shares of Class
A Common held by Mr. Rankin as custodian for his minor son, (c) is
deemed to share with his spouse the power to vote and to dispose of
2,900 shares of Class A Common Stock owned by his spouse (Corbin
Rankin) and 500 shares of Class A Common held by his spouse as
custodian for their minor son because she resides with him, (d) shares
the power to vote and dispose of 10,587 shares of Class A Common as
co-trustee, with a majority age son (Matthew M. Rankin), of a trust for
the benefit of such son and (e) shares with RMI and the other Reporting
Individuals the power to dispose of 738,295 shares of Class A Common.
Collectively, the 823,779 shares of Class A Common beneficially owned
by Mr. Rankin constitute approximately 12.5% of the Class A Common
outstanding as of February 28, 2003.
The eleventh paragraph under the heading "Item 5. Interest in
Securities of the Issuer," which appears in the Filings reporting the beneficial
ownership of Class A Common by John C. Butler, Jr., is hereby deleted and
replaced in its entirety as follows:
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 12 of 15 Pages
------------------------------ -------------------------
JOHN C. BUTLER, JR. Mr. Butler (a) by virtue of the
Partnership Interests received as gifts, shares with RMI and the other
Reporting Individuals the power to dispose of 738,295 shares of Class A
Common, (b) has sole power to vote and dispose of 11,764 shares of
Class A Common held by Mr. Butler, including (i) 6,059 shares of Class
A Common held in a trust created under the Agreement, dated June 17,
1999, creating a revocable trust for the benefit of Mr. Butler, (ii)
2,800 shares of Class A Common held in his individual retirement
account, (iii) 495 shares of Class A Common held by Mr. Butler as
custodian for his minor daughter, (iv) 340 shares of Class A Common
held by Mr. Butler as custodian for his minor son, (v) as trustee,
1,035 shares of Class A Common held in a trust for the benefit of his
minor daughter and (vi) as trustee, 1,035 shares of Class A Common held
in a trust for the benefit of his minor son and (c) is deemed to share
with his spouse (Helen Rankin Butler) the power to vote and dispose of
34,169 shares of Class A Common beneficially owned by his spouse
because she resides with him. Collectively, the 784,228 shares of Class
A Common beneficially owned by Mr. Butler constitute approximately
11.9% of the Class A Common outstanding as of February 28, 2003.
The twelfth paragraph under the heading "Item 5. Interest in Securities
of the Issuer," which appears in the Filings reporting the beneficial ownership
of Class A Common by Matthew M. Rankin, is hereby deleted and replaced in its
entirety as follows:
MATTHEW M. RANKIN. Mr. Rankin (a) has sole power to vote and
dispose of 7,274 shares of Class A Common, (b) as co-trustee, shares
with his father (Thomas T. Rankin) the power to vote and dispose of
10,587 shares of Class A Common held in a trust for the benefit of
Matthew M. Rankin and (c) by virtue of the Partnership Interests
received as gifts, shares with RMI and the other Reporting Individuals
the power to dispose of 738,295 shares of Class A Common. Collectively,
the 756,156 shares of Class A Common beneficially owned by Mr. Rankin
constitute approximately 11.5% of the Class A Common outstanding as of
February 28, 2003.
The fifteenth paragraph under the heading "Item 5. Interest in
Securities of the Issuer," which appears in the Filings reporting the beneficial
ownership of Class A Common by Victoire G. Rankin, is hereby deleted and
replaced in its entirety as follows:
VICTOIRE G. RANKIN. Mrs. Rankin (a) by virtue of the
Partnership Interests received as gifts, shares with RMI and the other
Reporting Individuals the power to dispose of 738,295 shares of Class A
Common, (b) has the sole power to vote and dispose of 20,284 shares of
Class A Common held in a trust created under the Agreement, dated
September 28, 2000, creating a trust for the benefit of Mrs. Rankin,
(c) is deemed to share the power to vote and dispose of 2,000 shares of
Class A Common owned by a charitable trust for 20 years and then for
the benefit of the grandchildren of Clara L.T. Rankin because her
spouse (Alfred M. Rankin, Jr.) is co-trustee of such trust and her
spouse resides with her, (d) is deemed to share the power to dispose of
33,600 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 and her spouse resides with her, (e) is deemed to
share the power to vote and dispose of 26,608 shares of Class A Common
owned by a trust created for the benefit of the grandchildren of Alfred
M. Rankin, Sr. because her spouse is co-trustee of such trust and her
spouse resides with her, (f) is deemed to share the power to vote and
dispose of 34,169 shares of Class A
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 13 of 15 Pages
------------------------------ -------------------------
Common owned by a trust created for the benefit of Helen (Rankin)
Butler because her spouse is trustee of such trust and her spouse
resides with her, (g) is deemed to share the power to vote and dispose
of 34,169 shares of Class A Common held in trust for the benefit of
Clara T. (Rankin) Williams because her spouse is trustee of such trust
and her spouse resides with her, (h) is deemed to share the power to
vote and dispose of 101,110 shares of Class A Common owned by a
revocable trust for the benefit of her spouse because her spouse
resides with her, (i) is deemed to share the power to vote and dispose
of 15,000 shares of Class A Common owned by an irrevocable trust for
the benefit of her spouse because her spouse resides with her, (j) is
deemed to share the power to vote and dispose of an additional 14,000
shares of Class A Common owned by her spouse because her spouse resides
with her and (k) is deemed to share the power to vote and dispose of
30,000 shares of Class A Common held in trust for the benefit of Clara
L.T. Rankin because her spouse is co-trustee of such trust and her
spouse resides with her. Collectively, the 1,049,235 shares of Class A
Common beneficially owned by Mrs. Rankin constitute approximately 16.0%
of the Class A Common outstanding as of February 28, 2003.
The sixteenth paragraph under the heading "Item 5. Interest in
Securities of the Issuer," which appears in the Filings reporting the beneficial
ownership of Class A Common by Corbin Rankin, is hereby deleted and replaced in
its entirety as follows:
CORBIN RANKIN. Mrs. Rankin (a) by virtue of the Partnership
Interests received as gifts, shares with RMI and the other Reporting
Individuals the power to dispose of 738,295 shares of Class A Common,
(b) has sole power to vote and dispose of 2,900 shares of Class A
Common held by Mrs. Rankin and 500 shares of Class A Common held by
Mrs. Rankin as custodian for her minor son, (c) is deemed to share with
her spouse (Thomas T. Rankin) the power to vote and dispose of 68,597
shares of Class A Common owned by a revocable trust for the benefit of
her spouse because her spouse resides with her, (d) is deemed to share
with her spouse the power to vote and dispose of 2,900 shares of Class
A Common held by her spouse as custodian for their minor son because
her spouse resides with her and (e) is deemed to share with her spouse
the power to vote and dispose of 10,587 shares of Class A Common held
by her spouse as co-trustee of a trust for the benefit of a majority
age son because her spouse resides with her. Collectively, the 823,779
shares of Class A Common beneficially owned by Mrs. Rankin constitute
approximately 12.5% of the Class A Common outstanding as of February
28, 2003.
The eighteenth paragraph under the heading "Item 5. Interest in
Securities of the Issuer," which appears in the Filings reporting the beneficial
ownership of Class A Common by David B. Williams, is hereby deleted and replaced
in its entirety as follows:
DAVID B. WILLIAMS. Mr. Williams (a) by virtue of the
Partnership Interests received as gifts, shares with RMI and the other
Reporting Individuals the power to dispose of 738,295 shares of Class A
Common, (b) has sole power to vote and dispose of 1,375 shares of Class
A Common held by Mr. Williams, (c) is deemed to share with his spouse
the power to vote and dispose of 34,169 shares of Class A Common
beneficially owned by his spouse (Clara Rankin Williams) because she
resides with him and (d) is deemed to share with his spouse the power
to vote and dispose of 1,375 shares of Class A Common held by his
spouse as custodian for their minor daughter because his spouse
------------------------------ -------------------------
CUSIP No. 629579 10 3 13D Page 14 of 15 Pages
------------------------------ -------------------------
resides with him. Collectively, the 775,214 shares of Class A Common
beneficially owned by Mr. Williams constitute approximately 11.8% of
the Class A Common outstanding as of February 28, 2003.
The nineteenth paragraph under the heading "Item 5. Interest in
Securities of the Issuer," which appears in the Filings reporting the beneficial
ownership of Class A Common by Clara Rankin Williams, is hereby deleted and
replaced in its entirety as follows:
CLARA RANKIN WILLIAMS. Mrs. Williams (a) by virtue of the
Partnership Interests received a gifts, shares with RMI and other
Reporting Individuals the power to dispose of 738,295 shares of Class A
Common, (b) is deemed to share with her father (Alfred M. Rankin, Jr.)
the power to vote and dispose of 34,169 shares of Class A Common held
by a revocable trust created for her benefit and of which her father is
the trustee, (c) has sole power to vote and dispose of 1,375 shares of
Class A Common held by Mrs. Williams as custodian for her minor
daughter and (d) is deemed to share with her spouse the power to vote
and dispose of 1,375 shares of Class A Common owned by her spouse
(David Williams) because he resides with her. Collectively, the 775,214
shares of Class A Common beneficially owned by Mrs. Williams constitute
approximately 11.8% of the Class A Common outstanding as of February
28, 2003.
[SIGNATURES BEGIN ON NEXT PAGE.]
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CUSIP No. 629579 10 3 13D Page 15 of 15 Pages
------------------------------ -------------------------
SIGNATURE
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.
Dated: April 24, 2003
Name: Rankin Associates II, L.P.
By: Rankin Management, Inc., its Managing
Partner
By: /s/ Alfred M. Rankin, Jr.
------------------------------------
Alfred M. Rankin, Jr., President
Name: Rankin Management, Inc.
By: /s/ Alfred M. Rankin, Jr.
------------------------------------
Alfred M. Rankin, Jr., President
REPORTING INDIVIDUALS
/s/ Alfred M. Rankin, Jr.
--------------------------------------------------
Name: Alfred M. Rankin, Jr., individually and as
Trustee for Clara T. Rankin's Qualified Annuity
Interest Trust 2004 A
Name: Rankin Management, Inc.
By: /s/ Alfred M. Rankin, Jr.
---------------------------------------------
Alfred M. Rankin, Jr., President, as:
Attorney-in-Fact for Clara L.T. Rankin*
Attorney-in-Fact for Thomas T. Rankin*
Attorney-in-Fact for Claiborne R. Rankin*
Attorney-in-Fact for Roger F. Rankin*
Attorney-in-Fact for Bruce T. Rankin*
Attorney-in-Fact for John C. Butler, Jr.*
Attorney-in-Fact for Matthew M. Rankin*
Attorney-in-Fact for James T. Rankin*
Attorney-in-Fact for Alison A. Rankin*
Attorney-in-Fact for Victoire G. Rankin*
Attorney-in-Fact for Corbin Rankin*
Attorney-in-Fact for Chloe O. Rankin*
Attorney-in-Fact for David B. Williams*
Attorney-in-Fact for Clara Rankin Williams*
Attorney-in-Fact for Scott Seelbach*
Attorney-in-Fact for Elizabeth B. Rankin*
----------------
* The power of attorney authorizing the above named individuals to act on
behalf of each of the foregoing Reporting Persons is included in Exhibit 2
at page 16 and in Exhibit 4 at pages 25 through 26 of the Initial Filing.