CLCORP01 Doc: 200020_1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NACCO Industries, Inc.
(Name of Issuer)
Class B Common, par value $1.00 per share
(Title of Class of Securities)
629579 20 02 (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 1996
(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 box .
Check the following box 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).
<PAGE>
CUSIP No. 629579 20 02 13D Page 2 of 15 Pages
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
7 SOLE VOTING POWER
225,247
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,000
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
225,247
10 SHARED DISPOSITIVE POWER
7,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,247
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.59%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 629579 20 02 13D Page 3 of 15 Pages
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
7 SOLE VOTING POWER
79,798
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON WITH 16,000
9 SOLE DISPOSITIVE POWER
79,798
10 SHARED DISPOSITIVE POWER
16,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,798
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.60%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 629579 20 02 13D Page 4 of 15 Pages
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
7 SOLE VOTING POWER
81,516
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
81,516
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,516
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.77%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 629579 20 02 13D Page 5 of 15 Pages
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
7 SOLE VOTING POWER
87,318
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
87,318
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,318
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.11%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 629579 20 02 13D Page 6 of 15 Pages
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
7 SOLE VOTING POWER
88,198
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
88,198
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,198
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.16%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 629579 20 02 13D Page 7 of 15 Pages
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
7 SOLE VOTING POWER
88,198
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
88,198
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,198
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.16%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
AMENDED AND RESTATED
SCHEDULE 13D
CUSIP NO. 629579 20 02 Page 1 of 15 Pages
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 9, 1994, as amended and restated in its entirety pursuant
to Regulation S-T, Rule 101(a)(2) on March 30, 1994 (the "Schedule 13D") and as
amended by Amendment No. 1 to the amended and restated Schedule 13D filed on
March 28, 1995, 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 as
follows:
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended as hereinafter set forth:
(a) The statements under the heading Clara T. Rankin are hereby deleted
and replaced in their entirety by the following:
Clara T. Rankin. Ms. Rankin's resident address is 3151 Chagrin River
Road, Chagrin Falls, Ohio 44022. She is not employed.
(b) The statements under the heading Alfred M. Rankin, Jr. are hereby
deleted and replaced in their entirety by the following:
Alfred M. Rankin, Jr. Mr. Rankin's resident address is 7421 Markell
Road, Waite Hill, Ohio 44094. He is Chairman, President and Chief Executive
Officer of the Company at 5875 Landerbrook Drive, Mayfield Heights, Ohio
44124-4017.
(c) The statements under the heading Victoire G. Rankin are hereby
deleted and replaced in their entirety by the following:
Victoire G. Rankin. Ms. Rankin's resident address is 7421 Markell Road,
Waite Hill, Ohio 44094. She is not employed.
(d) The statements under the heading Helen R. Butler are hereby deleted
and replaced in their entirety by the following:
Helen R. Butler. Ms. Butler's resident address is 7851 Larkspar Lane,
Chagrin Falls, Ohio 44022. She is a director at Aloha Hive, RR 1, Box 289,
Fairlee, Vermont 05045-9510.
(e) The statements under the heading Clara T. Rankin are hereby deleted
and replaced in their entirety by the following:
Clara T. Rankin. Ms. Rankin's resident address is 2600 North Southport,
Apt. 404, Chicago, Illinois 60614. She is a product manager at USRobotics, 7770
North Frontage Road, Skokie, Illinois 60077-2690.
(f) The statements under the heading Bruce T. Rankin are hereby deleted
and replaced in their entirety by the following:
Bruce T. Rankin. Mr. Rankin's resident address is 3151 Chagrin River
Road, Chagrin Falls Ohio 44022. He is not employed.
(g) The statements under the heading Matthew M. Rankin are hereby
deleted and replaced in their entirety by the following:
Matthew M. Rankin. Mr. Rankin's resident address is 906 Portland
Street, Greensboro, North Carolina 27401. He is a student.
(h) The statements under the heading Claiborne R. Rankin are hereby
deleted and replaced in their entirety by the following:
Claiborne R. Rankin. Mr. Rankin's resident address is 36779 Cedar Road,
Gates Mills, Ohio 44040-9721. He is self-employed.
(i) The statements under the heading Chloe O. Rankin are hereby deleted
and replaced in their entirety by the following:
Chloe O. Rankin. Ms. Rankin's resident address is 36779 Cedar Road,
Gates Mills, Ohio 44040-9721. She is not employed.
(j) The statements under the heading Caroline T. Ruschell are hereby
deleted and replaced in their entirety by the following:
Caroline T. Ruschell. Ms. Ruschell's resident address is 3816 Wyndsong
Tr., Lexington, Kentucky 40514. She is a tutor.
(k) The statements under the heading Frank F. Taplin are hereby deleted
and replaced in their entirety by the following:
Frank F. Taplin. Mr. Taplin's resident address is 1508 Rising Glen
Road, Los Angeles, California 90069. He is employed at Kosmont & Associates,
Inc., a real estate planning and consulting company, 14724 Ventura Boulevard,
Suite 2, Sherman Oaks, California 91403.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended as hereinafter set forth.
(a) The statements under the heading Clara T. Rankin are hereby deleted
and replaced in their entirety by the following:
Clara T. Rankin. Mrs. Rankin has the sole power to vote and to dispose
of 225,247 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
13.59% of the outstanding Class B Common.
(b) The statements under the heading Alfred M. Rankin, Jr. are hereby
deleted and replaced in their entirety by the following:
Alfred M. Rankin, Jr. Mr. Rankin has sole power to vote and to dispose
of 79,798 shares of Class B Common, and has shared power to vote and to dispose
of 16,000 shares of Class B Common, which together constitute approximately
5.60% of the outstanding Class B Common.
(c) The statements under the heading Thomas T. Rankin are hereby
deleted and replaced in their entirety by the following:
Thomas T. Rankin. Mr. Rankin has the sole power to vote and to dispose
of 81,516 shares of Class B Common, including 3,187 shares of Class B Common
held as custodian for James T. Rankin, which constitute approximately 4.77% of
the outstanding Class B Common.
(d) The statements under the heading Claiborne R. Rankin are hereby
deleted and replaced in their entirety by the following:
Claiborne R. Rankin. Mr. Rankin has the sole power to vote and to
dispose of 87,318 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 5.11% of
the outstanding Class B Common.
(e) The statements under the heading Roger F. Rankin are hereby deleted
and replaced in their entirety by the following:
Roger F. Rankin. Mr. Rankin has the sole power to vote and to dispose
of 88,198 shares of Class B Common, which constitute approximately 5.16% of the
outstanding Class B Common.
(f) The statements under the heading Bruce T. Rankin are hereby deleted
and replaced in their entirety by the following:
Bruce T. Rankin. Mr. Rankin has the sole power to vote and to dispose
of 88,198 shares of Class B Common, which constitute approximately 5.16% of the
outstanding Class B Common.
(g) The statements in paragraph (c) are hereby deleted and replaced in
their entirety by the following:
(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 December 31, 1995.
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.
<PAGE>
AMENDED AND RESTATED
SCHEDULE 13D
CUSIP NO. 629579 20 02 Page 12 of 15 Pages
Dated: March 21, 1996 Alfred M. Rankin, Jr.
----------------------------
Name: Alfred M. Rankin, Jr.
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 R. Butler*
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*
Attorney-in-Fact for
Susan S. Panella*
<PAGE>
AMENDED AND RESTATED
SCHEDULE 13D
CUSIP NO. 629579 20 02 Page 13 of 15 Pages
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*
<PAGE>
AMENDED AND RESTATED
SCHEDULE 13D
CUSIP NO. 629579 20 02 Page 14 of 15 Pages
EXHIBIT 1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations under the Securities and 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 21, 1996 Alfred M. Rankin, Jr.
----------------------------
Name: Alfred M. Rankin, Jr.
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 R. Butler*
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*
<PAGE>
AMENDED AND RESTATED
SCHEDULE 13D
CUSIP NO. 629579 20 02 Page 15 of 15 Pages
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*
