<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
FINAL AMENDMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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NACCO INDUSTRIES, INC.
(Exact Name of Issuer as Specified in Charter)
NACCO INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
629579 10 3
(CUSIP Number of Class of Securities)
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CHARLES A. BITTENBENDER, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NACCO INDUSTRIES, INC.
5875 LANDERBROOK DRIVE
MAYFIELD HEIGHTS, OHIO 44124-4017
(216) 449-9600
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
DENNIS W. LABARRE, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
November 18, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
Page 1 of 6 Pages
Exhibit Index on Page 4
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This Final Amendment to Issuer Tender Offer Statement on Schedule 13E-4
(this "Final Amendment") relates to an issuer tender offer conducted by NACCO
Industries, Inc., a Delaware corporation (the "Company"). The Offer was
commenced on November 18, 1996 for the purchase by the Company of up to 800,000
shares of its Class A Common Stock, par value $1.00 per share (the "Shares"), at
a purchase price per Share not greater than $50.00 nor less than $43.50 per
Share, net to the seller in cash, specified by the tendering shareholders, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 18, 1996 (the "Offer to Purchase"), and the related Letter of
Transmittal (the "Letter of Transmittal," which together with the Offer to
Purchase constitute the "Offer"). This Final Amendment is filed pursuant to the
reporting requirements of Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-4(c)(3) thereunder. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Offer to Purchase.
ITEM 1. SECURITY AND ISSUER.
(b) Following the consummation of the Offer, the Company had issued and
outstanding 6,491,042 shares of Class A Common Stock. Since November 13, 1996
and prior to the consummation of the Offer, certain holders of the Company's
Class B Common Stock, par value $1.00 per share ("Class B Shares") converted an
aggregate of 3,184 Class B Shares held by them into an aggregate of 3,184 Shares
of Class A Common Stock. Following the consummation of the Offer, there were
1,694,336 Class B Shares issued and outstanding.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The Offer expired at 12:00 midnight, New York City time, on Monday,
December 16, 1996. As of such expiration, an aggregate of 843,003 Shares had
been validly tendered and not withdrawn, including 272,831 Shares tendered
pursuant to guaranteed delivery. On December 17, 1996, the Company announced
that, based upon the preliminary results of the Offer, it expected to purchase
800,000 Shares at a purchase price of $50.00 per Share and, accordingly,
estimated that if all shares subject to guaranteed delivery were delivered the
proration factor to be applicable to the Offer would be 94.85%. On December 23,
1996, the Company accepted for purchase 800,000 Shares at $50.00 per Share in
accordance with the terms of the Offer and prorated such 800,000 Shares
purchased in the Offer in the manner described in the Offer to Purchase. Upon
confirmation of the physical delivery of 271,331 Shares of the 272,831 Shares
that were tendered subject to guaranteed delivery, the Company determined that
the proration factor applicable to the Offer was 95.03%.
Set forth below is a description of transactions effected in the Shares
during the pendency of the Offer by certain affiliates of the Company:
<TABLE>
<CAPTION>
Persons Who Average
Effected Number Price Per
Transaction Date Nature of Transaction of Shares Share
----------- ---- --------------------- --------- -----
<S> <C> <C> <C> <C>
Thomas E. Taplin, Jr. 11/20/96 Sale in Broker Transaction on NYSE 1,000 $47.625
Jennifer Dickerman 12/13/96 Sale in Broker Transaction on NYSE 4,000 $47.875
</TABLE>
In addition, the information contained in the news releases, attached
hereto as Exhibits (a)(i) and (a)(ii), is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(i) Form of News Release issued by the Company on December 17, 1996
announcing the expiration of the Offer and the preliminary results
of the Offer.
(a)(ii) Form of News Release issued by the Company on December 23, 1996
announcing the final results of the Offer.
Page 2 of 6 Pages
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Final Amendment to Schedule 13E-4 is
true, complete and correct.
NACCO INDUSTRIES, INC.
December 31, 1996 By: /s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr.
Chairman, President and
Chief Executive Officer
Page 3 of 6 Pages
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EXHIBIT INDEX
Sequentially
Numbered
Exhibits Page
- -------- ------------
(a)(i) Form of News Release issued by the
Company on December 17, 1996 announcing
the expiration of the Offer and the
preliminary results of the Offer........................... 5
(a)(ii) Form of News Release issued by the Company
on December 23, 1996 announcing the
final results of the Offer................................ 6
Page 4 of 6 Pages
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Exhibit (a)(i)
For Immediate Release
December 17, 1996
NACCO ANNOUNCES EXPIRATION OF TENDER OFFER
AND PRELIMINARY TENDER OFFER RESULTS
MAYFIELD HEIGHTS, OHIO, December 17, 1996 - NACCO Industries, Inc.
(NC-NYSE) announced today that its Dutch auction tender offer had expired as
scheduled on Monday, December 16, 1996 at 12:00 midnight, New York City time.
The preliminary results received by the Company from First Chicago
Trust Company of New York, Depositary for the Offer, indicated that 843,003
shares of Class A Common Stock were tendered and not withdrawn prior to the
expiration of the Offer. The number of shares of Class A Common Stock tendered
includes 272,831 shares tendered pursuant to guaranteed delivery. Based upon
these preliminary results, the Company expects to purchase 800,000 shares of
Class A Common Stock at a purchase price of $50.00 per share. Accordingly, the
Company estimates that the proration factor to be applicable to the Offer is
approximately 94.85%.
The final determination of the actual number of shares to be purchased
and the actual purchase price to be paid are subject to final confirmation and
the proper delivery of all shares tendered and not withdrawn, including shares
tendered pursuant to the guaranteed delivery procedure.
The Company commenced the Offer on Monday, November 18, 1996 for the
purchase of up to 800,000 shares of Class A Common Stock at a purchase price not
less than $43.50 and not greater than $50.00 per share. The 800,000 shares of
Class A Common Stock expected to be purchased in the Offer represent
approximately 11 percent of the outstanding Class A Common Stock.
In addition to the Offer, the Company announced on November 15, 1996
that it had authorized the purchase of up to 700,000 additional shares of Class
A Common Stock pursuant to an open market share repurchase program over the next
two fiscal years. If fully implemented, the aggregate 1.5 million shares which
could be purchased in the Offer and the open market repurchase program would
constitute approximately 21 percent of the outstanding Class A Common Stock.
NACCO Industries, Inc. is a holding company with four operating
subsidiaries. The North American Coal Corporation mines and markets lignite
primarily as fuel for power generation by electric utilities. NACCO Materials
Handling Group, Inc. is a world leader in the design and manufacture of forklift
trucks marketed under the Hyster(R) and Yale(R) brand names. Hamilton
Beach/Proctor-Silex, Inc. is a leading manufacturer of small electric
appliances. The Kitchen Collection, Inc. is a national specialty retailer of
kitchenware and small electric appliances.
# # #
FOR FURTHER INFORMATION, CONTACT
NACCO Industries, Inc.
Frank B. O'Brien
Senior Vice President - Corporate
Development and Chief Financial Officer
216/449-9680
Page 5 of 6 Pages
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Exhibit (a)(ii)
For Immediate Release
December 23, 1996
NACCO INDUSTRIES ANNOUNCES FINAL RESULTS OF TENDER OFFER
MAYFIELD HEIGHTS, OHIO, December 23, 1996 - NACCO Industries, Inc.
(NC-NYSE) today announced the final results of its Dutch auction tender offer,
which expired Monday, December 16, 1996 at 12:00 midnight, New York City time.
Pursuant to the Offer, the Company purchased 800,000 shares of its Class A
Common Stock at a purchase price of $50.00 per share. Of the 272,831 shares of
Class A Common Stock tendered pursuant to guaranteed delivery, 271,331 shares
were physically delivered to the Despositary. Accordingly, the proration factor
applicable to the Offer is 95.03%.
First Chicago Trust Company of New York, Depositary for the Offer, will
promptly issue payment by check for the shares accepted pursuant to the Offer.
The 800,000 shares purchased in the Offer represent approximately 11 percent of
the outstanding Class A Common Stock.
The Company commenced the Offer on Monday, November 18, 1996 for the
purchase of up to 800,000 shares of Class A Common Stock at a purchase price not
less than $43.50 and not greater than $50.00 per share.
In addition to the Offer, the Company announced on November 15, 1996
that it had authorized the purchase of up to 700,000 additional shares of Class
A Common Stock pursuant to an open market share repurchase program over the next
two fiscal years. If fully implemented, the aggregate 1.5 million shares which
could be purchased in the Offer and the open market repurchase program would
constitute approximately 21 percent of the outstanding Class A Common Stock.
NACCO Industries, Inc. is a holding company with four operating
subsidiaries. The North American Coal Corporation mines and markets lignite
primarily as fuel for power generation by electric utilities. NACCO Materials
Handling Group, Inc. is a world leader in the design and manufacture of forklift
trucks marketed under the Hyster(R) and Yale(R) brand names. Hamilton
Beach/Proctor-Silex, Inc. is a leading manufacturer of small electric
appliances. The Kitchen Collection, Inc. is a national specialty retailer of
kitchenware and small electric appliances.
# # #
FOR FURTHER INFORMATION, CONTACT
NACCO Industries, Inc.
Frank B. O'Brien
Senior Vice President - Corporate
Development and Chief Financial Officer
216/449-9680
Page 6 of 6 Pages
