<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE
Washington, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*1
NACCO Industries,
(Name of Issuer)
Class B Common, par value $1.00 per share
(Title of Class of Securities)
629579 20
(CUSIP Number)
Alfred M. Rankin, Jr.
5875 Landerbrook Drive
Mayfield Heights, Ohio 44124-4017
(216) 449-9600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1994
(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 which is the subject of this Amended and Restated Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following _____.
Check the following if a fee is being paid with the statement _____. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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 ("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).
- ---------------------
1 This Amended and Restated Schedule 13D also constitutes Amendment No.
5 to the original Schedule 13D filed with the Securities and Exchange
Commission on March 29, 1990.
<PAGE> 2
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Clara T. Rankin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
328,568
8 SHARED VOTING POWER
7,000
9 SOLE DISPOSITIVE POWER
328,568
10 SHARED DISPOSITIVE POWER
7,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
335,568
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.03%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-2-
<PAGE> 3
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
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*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
47,998
8 SHARED VOTING POWER
66,000
9 SOLE DISPOSITIVE POWER
47,998
10 SHARED DISPOSITIVE POWER
66,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
113,998
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.47%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-3-
<PAGE> 4
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
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*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
3,128
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,128
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,128
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-4-
<PAGE> 5
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Helen P. Rankin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
3,028
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,028
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,028
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-5-
<PAGE> 6
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Clara T. Rankin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
3,028
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,028
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,028
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-6-
<PAGE> 7
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
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*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
51,395
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
51,395
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
51,395
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.92%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-7-
<PAGE> 8
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
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*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
3,987
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,987
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,987
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.23%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-8-
<PAGE> 9
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Claiborne R. Rankin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
56,518
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
56,518
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
56,518
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.21%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-9-
<PAGE> 10
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Chloe O. Rankin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
2,740
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,740
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,740
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.16%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-10-
<PAGE> 11
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Roger F. Rankin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
57,398
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
57,398
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
57,398
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.26%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-11-
<PAGE> 12
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Bruce T. Rankin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
57,398
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
57,398
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
57,398
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.26%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-12-
<PAGE> 13
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Frank E. Taplin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
284,728
8 SHARED VOTING POWER
7,000
9 SOLE DISPOSITIVE POWER
284,728
10 SHARED DISPOSITIVE POWER
7,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
291,728
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.55%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-13-
<PAGE> 14
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Margaret E. Taplin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
7,487
8 SHARED VOTING POWER
30,000
9 SOLE DISPOSITIVE POWER
7,487
10 SHARED DISPOSITIVE POWER
30,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,487
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.13%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-14-
<PAGE> 15
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Martha S. Kelly
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
13,903
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
13,903
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,903
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.79%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-15-
<PAGE> 16
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Susan S. Panella
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
11,670
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,670
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,670
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.66%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-16-
<PAGE> 17
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Jennifer T. Jerome
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
9,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
9,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.51%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-17-
<PAGE> 18
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Caroline T. Ruschell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
19,236
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
19,236
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,236
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.09%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-18-
<PAGE> 19
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
David F. Taplin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
13,550
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
13,550
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.77%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-19-
<PAGE> 20
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Thomas E. Taplin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
310,000
8 SHARED VOTING POWER
7,000
9 SOLE DISPOSITIVE POWER
310,000
10 SHARED DISPOSITIVE POWER
7,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
317,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.98%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-20-
<PAGE> 21
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Beatrice B. Taplin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
20,310
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
20,310
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.15%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE> 22
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Thomas E. Taplin, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
33,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
33,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.88%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE> 23
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Theodore D. Taplin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
27,497
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
27,497
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,497
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.59%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE> 24
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Britton T. Taplin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
28,495
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
28,495
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
28,495
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.62%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE> 25
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
Frank F. Taplin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
31,495
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
31,495
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,495
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.79%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE> 26
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
1 NAME OF REPORTING PERSON
(S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON)
National City Bank, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
0
8 SHARED VOTING POWER
117,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
117,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
117,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.64%
14 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE> 27
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
The Schedule 13D filed on March 29, 1990, as amended by
Amendment No. 1 filed on April 11, 1990, as amended by Amendment No. 2 filed on
March 14, 1991, as amended by Amendment No. 3 filed on March 20, 1992, as
amended by Amendment No. 4 filed on March 10, 1993 (the "Schedule 13D") on
behalf of certain signatories to the Stockholders' Agreement, dated as of March
15, 1990, as amended, among the signatories thereto, NACCO Industries, Inc. and
Society National Bank (successor by merger to Ameritrust Company National
Association), as depositary, is hereby further amended (and constitutes
Amendment No. 5) and restated in its entirety pursuant to Regulation S-T, Rule
101(a)(2) as follows:
Item 1. SECURITY AND ISSUER
This statement relates to Class B Common Stock, par value
$1.00 per share ("Class B Common"), of NACCO Industries, Inc. (the "Company").
The principal executive offices of the Company are located at 5875 Landerbrook
Drive, Mayfield Heights, Ohio 44124-4017.
Item 2. IDENTITY AND BACKGROUND
(a)-(c) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G
the General Rules and Regulations under the Securities Exchange Act of 1934
(the "Act"), this Amended and Restated Schedule 13D is filed on behalf of
certain individuals and trusts identified below (the "Reporting Persons") who,
pursuant to Rule 13d-5(b)(1), may be deemed as a group to have acquired
beneficial ownership of the Class B Common of the Company as a result of such
individuals and trusts becoming signatories to the Stockholders' Agreement,
dated as of March 5, 1990, as amended, among the signatories thereto, the
Company and Society National Bank (successor by merger to Ameritrust Company
National Association), as depository (the "Stockholders' Agreement").
Although the Reporting Persons are making this joint filing,
neither the fact of this filing nor anything contained herein shall be deemed
to be an admission by the Reporting Persons that a group exists within the
meaning of the Act.
The names, residence or business address, and present
principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted for the certain Reporting Persons, other than corporations, are as
follows:
CLARA T. RANKIN. Mrs. Rankin's resident address is 3151 River
Road, Chagrin Falls, Ohio 44022. She is not employed.
ALFRED M. RANKIN, JR. Mr. Rankin's resident address is Old
Mill Road, Gates Mills, Ohio 44040. He is President and
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<PAGE> 28
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
Chief Executive Officer of the Company at 5875 Landerbrook Drive, Mayfield
Heights, Ohio 44124-4017.
VICTOIRE G. RANKIN. Mrs. Rankin's resident address is Old
Mill Road, Gates Mills, Ohio 44040. She is not employed.
HELEN P. RANKIN. Ms. Rankin's resident address is 955 Park
Avenue, #3 N.E., New York, New York 10028. She is a teacher at the Brearley
School, 610 East 83 Street, New York, New York 10028.
CLARA T. RANKIN. Ms. Rankin's resident address is 1120 North
LaSalle, #14K, Chicago, Illinois 60610. She is a sales associate at
USRobotics, 8100 North McCormick Boulevard, Skokie, Illinois 60076.
THOMAS T. RANKIN. Mr. Rankin's resident address is 214
Banbury Road, Richmond, Virginia 23221. He is the owner of TCS, Inc., a pet
food supply company, P.O. Box 17008, West Hampton Station, Richmond, Virginia
23226.
MATTHEW M. RANKIN. Mr. Rankin's resident address is 214
Banbury Road, Richmond, Virginia. He is a Private in the U.S. Army and is
stationed at Ft. Bragg, North Carolina.
CLAIBORNE R. RANKIN. Mr. Rankin's resident address is 1003
Malvern Court, Ruxton, Maryland 21204-6716. He is President and Chief
Operating Officer of Bruning Paint Company, 601 South Haven Street, Baltimore,
Maryland 21224.
CHLOE O. RANKIN. Mrs. Rankin's resident address is 1003
Malvern Court, Ruxton, Maryland 21204-6716. She is not employed.
ROGER F. RANKIN. Mr. Rankin's resident address is 2730
Chesterton Road, Shaker Heights, Ohio 44122. He is employed as a Vice
President at Society National Bank at 127 Public Square, Cleveland, Ohio 44115.
BRUCE T. RANKIN. Mr. Rankin's resident address is 3151 River
Road, Chagrin Falls, Ohio 44022. He is not employed.
FRANK E. TAPLIN, JR. Mr. Taplin's resident address is 55
Armour Road, Princeton, New Jersey 08540. He is a trustee of the Environmental
Defense Fund and other charitable and arts institutions.
MARGARET E. TAPLIN. Mrs. Taplin's resident address is 55
Armour Road, Princeton, New Jersey 08540. She is not employed.
MARTHA S. KELLY. Mrs. Kelly's resident address is RR 2, Box
368, Brattleboro, Vermont 05301. She is a special educator
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<PAGE> 29
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
at Brattleboro Union High School, Fairground Road, Brattleboro, Vermont 05301.
SUSAN S. PANELLA. Mrs. Panella's resident address is RFD,
Augerhole Road, South Newfane, Vermont 05351. She is not employed.
JENNIFER T. JEROME. Ms. Jerome's resident address is Day
Road, P.O. Box 28, West Dummerston, Vermont 05357. She is not employed.
CAROLINE T. RUSCHELL. Ms. Ruschell's resident address is 3534
Creekwood Drive, #13, Lexington, Kentucky 40502. She is a tutor.
DAVID F. TAPLIN. Mr. Taplin's resident address is Box 145,
South Strafford, Vermont 05070. He is self-employed as a sugar maker.
THOMAS E. TAPLIN. Mr. Taplin's resident address is 11 Cherry
Hills Drive, Englewood, Colorado 80110. He is self- employed.
BEATRICE B. TAPLIN. Mrs. Taplin's resident address is 11
Cherry Hills Drive, Englewood, Colorado 80110. She is not employed.
THOMAS E. TAPLIN, JR. Mr. Taplin's resident address is 715
Ashland Avenue, Santa Monica, California 90405. He is self-employed at TET
Films, 715 Ashland Avenue, Santa Monica, California 90405.
THEODORE D. TAPLIN. Mr. Taplin's resident address is 593
Buena Vista Avenue West, San Francisco, California 94117. He is employed at
Ted Taplin Design, a residential real estate renovation and restoration
company, P.O. Box 15216, San Francisco, California 94115.
BRITTON T. TAPLIN. Mr. Taplin's resident address is 159 South
Dexter Street, Denver, Colorado 80222. He is a partner of Western Skies, Inc.,
a developer and owner of medical office and health care facilities, 3400 East
Bayaud, Suite 444, Denver, Colorado 80209.
FRANK F. TAPLIN. Mr. Taplin's resident address is 1122 North
Kings Road, Apt. 9, West Hollywood, California 90069. He is employed at
Kosmont & Associates, Inc., a real estate planning and consulting company, 610
North Hollywood Way, Suite 350, Burbank, California 91505.
The name, principal business and address of the corporation
which is a Reporting Person and may be deemed to share beneficial ownership of
Class B Common Stock (also
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<PAGE> 30
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
beneficially owned by certain of the Reporting Persons listed above) as trustee
of trusts which are signatories to the Stockholders' Agreement is as follows:
NATIONAL CITY BANK, a national banking association, acts as
trustee of various trusts for the benefit of certain signatories to the
Stockholders' Agreement. The address of National City Bank is 1900 East Ninth
Street, Cleveland, Ohio 44114. While National City Bank, as trustee, is a
party to the Stockholders' Agreement and may be deemed to beneficially own
shares of Class B Common in such fiduciary capacity, its rights and obligations
under the Stockholders' Agreement and its deemed beneficial ownership are
controlled by and are in all respects subject to such fiduciary arrangements,
including having certain of the Reporting Persons (either as co-trustees,
beneficiaries or investment advisors) direct, in certain respects, how it may
act.
(d) None of the persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons identified in this Item 2 has, during
the last five years, been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities with respect to, federal
or state securities laws or a finding of any violations with respect to such
laws.
(f) All of the individuals identified in this Item 2 are
citizens of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Class B Common of the Company held by the Reporting
Persons was acquired when The North American Coal Corporation, an Ohio
corporation, was reorganized as the Company in 1986. This reorganization
included the distribution of one share of Class B Common for each two shares of
Class A Common Stock, par value $1.00 per share ("Class A Common"), of the
Company received in the reorganization.
Item 4. PURPOSE OF TRANSACTION
The purpose of the Reporting Persons in entering into the
Stockholders' Agreement is to provide the Reporting Persons with the first
right and option to purchase shares of Class B Common that a Reporting Person
may wish to convert into Class A Common or sell or otherwise transfer to a
permitted transferee (under the terms of the Class B Common) who is not a
signatory
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<PAGE> 31
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
to the Stockholders' Agreement. See Item 6 for a description of the
Stockholders' Agreement.
The Reporting Persons do not have any present plans or
proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
Board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, by-laws, or other
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
common stock of the Company to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Although each Reporting Person disclaims beneficial
ownership of any shares of Class B Common beneficially owned by each other
Reporting Person, pursuant to the Act and regulations thereunder the Reporting
Persons may be deemed as a group to have acquired beneficial ownership of
1,542,757 shares of the Class B Common, the aggregate number of shares of Class
B Common which are subject to the terms of the Stockholders' Agreement,
representing 87.51% of the outstanding Class B Common of the Company as of
January 15, 1994.
Each person named in response to Item 2 hereof has, as of
January 15, 1994 or as of such other date specified below, sole or shared power
to vote or to direct the vote and sole or shared power to dispose or to direct
the disposition of Class B Common as follows:
CLARA T. RANKIN. Mrs. Rankin has the sole power to vote and
to dispose of 328,568 shares of Class B Common and has shared power to vote and
to dispose of 7,000 shares of Class B Common, which together constitute
approximately 19.03% of the outstanding Class B Common.
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<PAGE> 32
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
ALFRED M. RANKIN, JR. Mr. Rankin has sole power to vote and
to dispose of 47,998 shares of Class B Common, and, as of February 9, 1994, has
shared power to vote and to dispose of 66,000 shares of Class B Common, which
together constitute approximately 6.47% of the outstanding Class B Common.
VICTOIRE G. RANKIN. Mrs. Rankin has the sole power to vote
and to dispose of 3,128 shares of Class B Common, which constitute
approximately 0.18% of the outstanding Class B Common.
HELEN P. RANKIN. Ms. Rankin has the sole power to vote and to
dispose of 3,028 shares of Class B Common, which constitute approximately 0.17%
of the outstanding Class B Common.
CLARA T. RANKIN. Ms. Rankin has the sole power to vote and to
dispose of 3,028 shares of Class B Common, which constitute approximately 0.17%
of the outstanding Class B Common.
THOMAS T. RANKIN. Mr. Rankin has the sole power to vote and
to dispose of 51,395 shares of Class B Common, including 3,187 shares of Class
B Common held as custodian for James T. Rankin, which constitute approximately
2.92% of the outstanding Class B Common.
MATTHEW M. RANKIN. Mr. Rankin has sole power to vote and to
dispose of 3,987 shares of Class B Common, which constitute approximately 0.23%
of the outstanding Class B Common.
CLAIBORNE R. RANKIN. Mr. Rankin has the sole power to vote
and to dispose of 56,518 shares of Class B Common, including 650 shares of
Class B Common held as custodian for Julia L. Rankin, 2,408 shares of Class B
Common held as custodian for Chloe E. Rankin and 1,630 shares of Class B Common
held as custodian for Claiborne R. Rankin, Jr., which constitute approximately
3.21% of the outstanding Class B Common.
CHLOE O. RANKIN. Mrs. Rankin has the sole power to vote and
to dispose of 2,740 shares of Class B Common, which constitute approximately
0.16% of the outstanding Class B Common.
ROGER F. RANKIN. Mr. Rankin has the sole power to vote and to
dispose of 57,398 shares of Class B Common, which constitute approximately
3.26% of the outstanding Class B Common.
BRUCE T. RANKIN. Mr. Rankin has the sole power to vote and to
dispose of 57,398 shares of Class B Common, which
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<PAGE> 33
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
constitute approximately 3.26% of the outstanding Class B Common.
FRANK E. TAPLIN. Mr. Taplin has the sole power to vote and to
dispose of 284,728 shares of Class B Common and has shared power to vote and to
dispose of 7,000 shares of Class B Common, which together constitute
approximately 16.55% of the outstanding Class B Common.
MARGARET E. TAPLIN. Mrs. Taplin has the sole power to vote
and to dispose of 7,487 shares of Class B Common and has shared power to vote
and dispose of 30,000 shares of Class B Common, which together constitute
approximately 2.13% of the outstanding Class B Common.
MARTHA S. KELLY. Mrs. Kelly has the sole power to vote and to
dispose of 3,903 shares of Class B Common, which constitute approximately 0.78%
of the outstanding Class B Common.
SUSAN S. PANELLA. Mrs. Panella has the sole power to vote and
to dispose of 11,670 shares of Class B Common, which constitute approximately
0.66% of the outstanding Class B Common.
JENNIFER T. JEROME. Ms. Jerome has the sole power to vote and
to dispose of 9,000 shares of Class B Common, which constitute approximately
0.51% of the outstanding Class B Common.
CAROLINE T. RUSCHELL. Ms. Ruschell has the sole power to vote
and to dispose of 19,236 shares of Class B Common, which constitute
approximately 1.09% of the outstanding Class B Common.
DAVID F. TAPLIN. Mr. Taplin has the sole power to vote and to
dispose of 13,550 shares of Class B Common, which constitute approximately
0.77% of the outstanding Class B Common.
THOMAS E. TAPLIN. Mr. Taplin has the sole power to vote and
to dispose of 310,000 shares of Class B Common and has shared power to vote and
dispose of 7,000 shares of Class B Common, which together constitute
approximately 17.98% of the outstanding Class B Common.
BEATRICE B. TAPLIN. Mrs. Taplin has the sole power to vote
and to dispose of 20,310 shares of Class B Common, which constitute
approximately 1.15% of the outstanding Class B Common.
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<PAGE> 34
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
THOMAS E. TAPLIN, JR. Mr. Taplin has the sole power to vote
and to dispose of 33,200 shares of Class B Common, which constitute
approximately 1.88% the outstanding Class B Common.
THEODORE D. TAPLIN. Mr. Taplin has the sole power to vote and
to dispose of 27,497 shares of Class B Common, which constitute approximately
1.56% of the outstanding Class B Common.
BRITTON T. TAPLIN. Mr. Taplin has the sole power to vote and
to dispose of 28,495 shares of Class B Common, which constitute approximately
1.62% of the outstanding Class B Common.
FRANK F. TAPLIN. Mr. Taplin has sole power to vote and to
dispose of 31,495 shares of Class B Common, including 12,000 shares of Class B
Common which Mr. Taplin has the right to receive within 60 days after March 1,
1994 from a trust as to which National City Bank acts as trustee, which
constitute approximately 1.79% of the outstanding Class B Common.
NATIONAL CITY BANK. As trustee for various trusts for the
benefit of certain signatories to the Stockholders' Agreement, National City
Bank may be deemed to have shared power to vote and to dispose of 117,000
shares of Class B Common, which constitute 6.64% of the outstanding Class B
Common. The Bank disclaims beneficial ownership of such shares.
(c) There have been no transactions in Class B Common of the
Company by any of the persons named in response to Item 2 hereof during the 60
days prior to January 15, 1994.
(d) No other person is known by the undersigned to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Class B Common which is subject to the terms of
the Stockholders' Agreement.
(e) It is inapplicable for the purposes herein to state the
date on which a Reporting Person ceased to be the beneficial owner of more than
five percent of the class of securities.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER
The Stockholders' Agreement requires a Reporting Person to
offer the shares of Class B Common beneficially owned by such Reporting Person
to all of the other Reporting Persons upon the occurrence of either of the
following: (a) the proposed conversion of shares of Class B Common by such
Reporting Person into shares of Class A Common, and (b) the proposed sale,
transfer or other disposition of Class B Common
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<PAGE> 35
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
by such Reporting Person to any permitted transferee (under the terms of the
Class B Common) who is not a signatory to the Stockholders' Agreement. In
either of these cases, the Reporting Person proposing to enter into one of
these transactions must notify all of the other Reporting Persons and then must
allow each such other Reporting Person the opportunity to purchase such
Person's prorata portion of the shares of Class B Common which are subject to
the proposed transaction in accordance wit the procedures described below. The
Stockholders' Agreement, however, does not restrict transfers of Class B Common
among the Reporting Persons or any other permitted transferee who becomes a
signatory to the Agreement.
A Reporting Person proposing to engage in a transaction
triggering a right of first refusal must first give written notice of the
proposed transaction by registered mail to Society National Bank (successor by
merger to Ameritrust Company National Association), which acts as depository
under the Stockholders' Agreement. The depository, in turn, is required to
send such notice promptly to all of the other Reporting Persons and to the
Company. Following receipt of such notice, each other Reporting Person will
have seven (7) business days to elect whether or not to purchase his, her or
its prorata portion of the shares of the Class B Common which have triggered
right of first refusal. A Reporting Person's prorata portion will be
determined by dividing the number of shares of Class B Common which such person
owns by the number of shares of Class B Common which are owned by all of the
other Reporting Persons who similarly may elect to purchase the shares of Class
B Common which have triggered the right of first refusal. A notice electing to
purchase a prorata portion of the shares of Class B Common must be sent to the
depository by the end of the seven (7) business day period. If the Reporting
Persons electing to purchase do not elect to purchase all of the shares of
Class B Common, then such Reporting Persons have an additional five (5)
business days to agree among themselves how to allocate the shares not
purchased. If they cannot reach any agreement, the allocation shall be
prorata. If there are still shares of Class B Common which are not purchased
following such allocation, then the Company shall have an additional three (3)
business days to decide whether or not to purchase the remaining shares. The
Company, however, is under no obligation to purchase any such shares.
Following the completion of such procedures, the Reporting
Person who has triggered the right of first refusal is free, for a period of
thirty (30) business days, to convert the shares of Class B Common, if any,
which remain, into shares of Class A Common. If the Reporting Person had
originally proposed to transfer the shares, such Reporting Person would be free
to transfer shares of Class A Common in accordance with the originally proposed
transaction.
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<PAGE> 36
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
Reporting Persons who elect to exercise the right of first
refusal and purchase shares of Class B Common may pay for such shares in cash,
an equivalent number of shares of Class A Common, or in a combination of cash
and shares of Class A Common. The purchase price to be paid is the higher of
what is specified in the notice sent by the Reporting Person who has triggered
the right of first refusal and the average of the last sales price of Class A
Common on the New York Stock Exchange for the five (5) days prior to the date
of such notice.
The Stockholders' Agreement only restricts the conversion, or
the sales or other disposition outside of the Agreement, of shares of Class B
Common held by each Reporting Person. The Stockholders' Agreement does not
restrict in any respect how a Reporting Person may vote the shares of Class B
Common which are subject to the terms of the Agreement.
Except as set forth above in this Amended and Restated
Schedule 13D or the exhibits hereto, none of the persons named in response to
Item 2 hereof have any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
Company, including but not limited to transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits or loss, or the giving or withholding of proxies.
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<PAGE> 37
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
Item 7. MATERIALS TO BE FILED AS EXHIBITS
(Exhibit 1) Agreement pursuant to Rule 13d-1(f)(1)(iii), at page 39 of the
manually signed and sequentially paginated copy of this
Statement.
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: March , 1994 ________________________________________
Name: Alfred M. Rankin, Jr.
----------------------------------------
Name: Alfred M. Rankin, Jr.
Attorney-in-Fact for
Clara T. Rankin*
Attorney-in-Fact for
Victoire G. Rankin*
Attorney-in-Fact for
Helen P. Rankin*
Attorney-in-Fact for
Clara T. Rankin*
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
Frank E. Taplin, Jr.*
Attorney-in-Fact for
Margaret E. Taplin*
-37-
<PAGE> 38
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
Attorney-in-Fact for
Martha S. Kelly*
Attorney-in-Fact for
Susan S. Panella*
Attorney-in-Fact for
Jennifer T. Jerome*
Attorney-in-Fact for
Caroline T. Ruschell*
Attorney-in-Fact for
David F. Taplin*
Attorney-in-Fact for
Thomas E. Taplin*
Attorney-in-Fact for
Beatrice B. Taplin*
Attorney-in-Fact for
Thomas E. Taplin, Jr.*
Attorney-in-Fact for
Theodore D. Taplin*
Attorney-in-Fact for
Britton T. Taplin*
Attorney-in-Fact for
Frank E. Taplin*
Attorney-in-Fact for
National City Bank, as
trustee*
-38-
<PAGE> 39
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
EXHIBIT 1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, the
undersigned agree that the statement to which this Exhibit is attached is filed
on behalf of each of the undersigned.
Dated: March , 1994
---------------------------------------
Name: Alfred M. Rankin, Jr.
---------------------------------------
Name: Alfred M. Rankin, Jr.
Attorney-in-Fact for
Clara T. Rankin*
Attorney-in-Fact for
Victoire G. Rankin*
Attorney-in-Fact for
Helen P. Rankin*
Attorney-in-Fact for
Clara T. Rankin*
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
Frank E. Taplin, Jr.*
Attorney-in-Fact for
Margaret E. Taplin*
Attorney-in-Fact for
Martha S. Kelly*
-39-
<PAGE> 40
AMENDED AND RESTATED SCHEDULE 13D
CUSIP NO. 629579 20 02
Attorney-in-Fact for
Susan S. Panella*
Attorney-in-Fact for
Jennifer T. Jerome*
Attorney-in-Fact for
Caroline T. Ruschell*
Attorney-in-Fact for
David F. Taplin*
Attorney-in-Fact for
Thomas E. Taplin*
Attorney-in-Fact for
Beatrice B. Taplin*
Attorney-in-Fact for
Thomas E. Taplin, Jr.*
Attorney-in-Fact for
Theodore D. Taplin*
Attorney-in-Fact for
Britton T. Taplin*
Attorney-in-Fact for
Frank E. Taplin*
Attorney-in-Fact for
National City Bank, as
trustee*
-40-
