NACCO INDUSTRIES INC
SC 13G/A, 1997-02-13
INDUSTRIAL TRUCKS, TRACTORS, TRAILORS & STACKERS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                              AMENDED AND RESTATED
                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3 )*


                             NACCO INDUSTRIES, INC.
                                (Name of Issuer)


                 Class A Common Stock, Par Value $1.00 Per Share
                         (Title of Class of Securities)


                                   629579 10 3
                                 (CUSIP Number)


Check the following if a fee is being paid with this statement ________.  (A fee
is not required only if the filing 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).

*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 the
disclosures provided in a prior cover page.

The information required in 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  10  3
           -------------------


1.       NAME OF REPORTING PERSON (S.S. OR I.R.S. NO. OF REPORTING PERSON)

           Thomas E. Taplin

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                   (a) __________         (b) __________

3.       SEC USE ONLY



4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         U.S.A.

5.       NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE 
         VOTING POWER

         535,000

6.       NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 
         SHARED VOTING POWER

         14,000

7.       NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
         DISPOSITIVE POWER

         535,000

8.       NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
         SHARED DISPOSITIVE POWER

         14,000

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         549,000

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         8.5%

12.      TYPE OF REPORTING PERSON*


         IN


<PAGE>


                          INSTRUCTIONS FOR SCHEDULE 13G


Instructions for Cover Page

(1)     Names and Social  Security  Numbers of  Reporting  Persons - Furnish the
        full  legal  name of each  person  for whom the report is filed -- i.e.,
        each person required to sign the schedule itself --including each member
        of a  group.  Do  not  include  the  name  of a  person  required  to be
        identified  in the report but who is not a reporting  person.  Reporting
        persons are also  requested to furnish  their Social  Security or I.R.S.
        identification   numbers,   although   disclosure  of  such  numbers  is
        voluntary,  not mandatory (see "SPECIAL  INSTRUCTIONS FOR COMPLYING WITH
        SCHEDULE 13G," below).

(2)     If any of the shares  beneficially  owned by a reporting person are held
        as a member of a group and such membership is expressly affirmed, please
        check  row  2(a).  If the  membership  in a group is  disclaimed  or the
        reporting  person  describes a relationship  with other persons but does
        not affirm the  existence  of a group,  please  check row 2(b) [unless a
        joint filing  pursuant to Rule  13d-1(e)(1)  in which case it may not be
        necessary to check row 2(b)].

(3) The third row is for SEC internal use; please leave blank.

(4)     Citizenship or Place of Organization - Furnish  citizenship if the named
        reporting  person  is a  natural  person.  Otherwise,  furnish  place of
        organization.

(5)-(9),(11) Aggregate Amount  Beneficially Owned By Each Reporting Person, Etc.
        - Rows (5)  through  (9)  inclusive,  and (11)  are to be  completed  in
        accordance   with  the  provisions  of  Item  4  of  Schedule  13G.  All
        percentages  are to be rounded off to the nearest tenth (one place after
        decimal point).

(10)    Check if the aggregate amount reported as beneficially  owned in row (9)
        does not include shares as to which  beneficial  ownership is disclaimed
        pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities  Exchange
        Act of 1934.

(12)    Type of  Reporting  Person - Please  classify  each  "reporting  person"
        according to the  following  breakdown  (see Item 3 of Schedule 13G) and
        place the appropriate symbol on the form:

                     Category                                        Symbol
                     --------                                        ------
                 Broker Dealer                                        BD
                 Bank                                                 BK
                 Insurance Company                                    IC
                 Investment Company                                   IV
                 Investment Adviser                                   IA
                 Employee Benefit Plan, Pension
                    Fund, or Endowment Fund                           EP
                 Parent Holding Company                               HC
                 Corporation                                          CO
                 Partnership                                          PN
                 Individual                                           IN
                 Other                                                OO

Notes:
         Attach as many  copies  of the  second  part of the  cover  page as are
needed, one reporting person per page.

         Filing persons may, in order to avoid unnecessary  duplication,  answer
items on the  schedules  (Schedule  13D,  13G or  14D-1)  by  appropriate  cross
references to an item or items on the cover  page(s).  This approach may only be
used where the cover page item or items provide all the  disclosure  required by
the schedule item. Moreover,  such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities  Exchange Act or otherwise  subject
to the liabilities of that section of the Act.

         Reporting persons may comply with their cover page filing  requirements
by  filing  either  completed  copies  of the  blank  forms  available  from the
Commission,  printed  or  typed  facsimiles,  or  computer  printed  facsimiles,
provided the documents filed have identical  formats to the forms  prescribed in
the Commission's  regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

         Under Sections 13(d),  13(g), and 23 of the Securities  Exchange Act of
1934 and the rules and regulations  thereunder,  the Commission is authorized to
solicit the  information  required  to be  supplied by this  schedule by certain
security holders of certain issuers.

         Disclosure of the information  specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of which
is  voluntary.  The  information  will  be  used  for  the  primary  purpose  of
determining and disclosing the holdings of certain  beneficial owners of certain
equity  securities.  This  statement  will be made a matter  of  public  record.
Therefore,  any information given will be available for inspection by any member
of the public.

         Because of the public nature of the  information,  the  Commission  can
utilize it for a variety of purposes,  including  referral to other governmental
authorities  or  securities  self-regulatory   organizations  for  investigatory
purposes or in connection with litigation  involving the Federal securities laws
or other civil,  criminal or regulatory statutes or provisions.  Social Security
or I.R.S.  identification  numbers, if furnished,  will assist the Commission in
identifying security holders and, therefore,  in promptly processing  statements
of beneficial ownership of securities.

         Failure to disclose the information requested by this schedule,  except
for Social  Security  or I.R.S.  identification  numbers  may result in civil or
criminal  action  against  the persons  involved  for  violation  of the Federal
securities laws and rules promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.  Statements  containing  the  information  required by this schedule shall be
    filed no later than  February 14 following  the calendar year covered by the
    statement or within the time specified in Rule 13d-1(b)(2), if applicable.

B.  Information contained in a form which is required to be filed by rules under
    section  13(f)(15 U.S.C.  78m(f)) for the same calendar year as that covered
    by a statement on this schedule may be incorporated by reference in response
    to any of the items of this schedule. If such information is incorporated by
    reference in this schedule,  copies of the relevant pages of such form shall
    be filed as an exhibit to this schedule.

C.  The item numbers and captions of the items shall be included but the text of
    the items is to be omitted. The answers to the items shall be so prepared as
    to indicate clearly the coverage of the items without  referring to the text
    of the items. Answer every item. If an item is inapplicable or the answer is
    in the negative, so state.

Item 1.

    (a)  Name of Issuer:   NACCO Industries, Inc.

    (b)  Address of Issuer's Principal Executive Offices: 

                                            5875 Landerbrook Drive
                                            Mayfield Heights, Ohio 44124-4017


<PAGE>



Item 2.

    (a)   Name of Person Filing:    Thomas E. Taplin

    (b)  Address of Principal Business Office or, if none, Residence:  

                                            950 South Cherry Street, #506
                                            Denver, CO  80222

    (c)  Citizenship:      USA

    (d)  Title of Class of Securities:      

         Class A Common Stock, Par Value $1.00 Per Share

    (e)  CUSIP Number:     629579  10  3

Item 3. If this  statement is filed  pursuant to Rule  13d-1(b),  or  (13d-2(b),
check whether the person filing is a:

    (a)          Broker or Dealer registered under section 15 of the Act

    (b)          Bank as defined in section 3(a)(6) of the Act

    (c)          Insurance Company as defined in section 3(a)(19) of the Act

    (d)          Investment Company registered under section 8 of the 
                 Investment Company Act

    (e)          Investment Adviser registered under section 203 of the 
                 Investment Advisers Act of 1940

    (f)          Employee  Benefit  Plan,  Pension  Fund which is subject to the
                 provisions of the Employee  Retirement  Income  Security Act of
                 1974 or Endowment Fund; see #240.13d-1(b)(1)(ii)(F)

    (g)          Parent Holding Company, in accordance with #240.13d-1(b)(ii)
                 (G) (Note: See Item 7)

    (h)           Group, in accordance with #240.13d-1(b)(1)(ii)(H)

Item 4.  Ownership

         If the  percent  of the  class  owned,  as of  December  31 of the year
covered by the statement,  or as of the last day of any month  described in Rule
13d-1(b)(2),  if  applicable,   exceeds  five  percent,  provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.

    (a)  Amount Beneficially Owned:         549,000

    (b)  Percent of Class:                  8.5%

    (c)  Number of shares as to which such person has:

         (i) sole power to vote or to direct the vote         535,000
        (ii) shared  power to vote or to direct the vote       14,000
       (iii) sole power to dispose or to direct the           
             disposition of                                   535,000
        (iv) shared  power  to  dispose  or  to  direct  the
             disposition of                                    14,000

Instruction:  For  computations  regarding  securities  which  represent  
a right to acquire  an  underlying security see Rule 13d-3(d)(I).

Item 5.  Ownership of Five Percent or Less of a Class

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following __________.

Instruction:  Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

         If any other  person is known to have the right to receive or the power
to direct the receipt of dividends  from, or the proceeds from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

Item 7.  Identification  and  Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company

         If a parent holding  company has filed this schedule,  pursuant to Rule
13d-1(b)(ii)(G),  so indicate under item 3(g) and attach an exhibit  stating the
identity and the Item 3 classification of the relevant  subsidiary.  If a parent
holding  company has filed this schedule  pursuant to Rule  13d-1(c),  attach an
exhibit stating the identification of the relevant subsidiary.

Item 8.  Identification and Classification of Members of the Group

         If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate  under Item 3(h) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.

Item 9.  Notice of Dissolution of Group

         Notice of dissolution of a group may be furnished as an exhibit stating
the date of the  dissolution  and that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

Item 10.  Certification

         The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.

                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                  January 27, 1997
                                                  Date


                                                  Thomas E. Taplin
                                                  Signature


                                                  Thomas E. Taplin
                                                   Name/Title

         The original  statement  shall be signed by each person on whose behalf
the  statement is filed or his  authorized  representative.  If the statement is
signed  on behalf of a person by his  authorized  representative  other  than an
executive  officer or general  partner of the  filing  person,  evidence  of the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

         Note:  Six copies of this statement, including all exhibits, should be
filed with the Commission.

         Attention:  Intentional  misstatements or omissions of fact constitute 
Federal criminal  violations (See 18 U.S.C. 1001).



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