<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D/A
Information to be included in statements filed pursuant to 13D-2(A)
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
(Rule 13d-101)
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 1999
(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 [ ].
* 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 (the "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> 2
CUSIP No. 629579 20 02 13D Page 2 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rankin Associates I, L.P.
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 629579 20 02 13D Page 3 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rankin Management, Inc.
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 472,371
OWNED BY
EACH REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
472,371
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,371
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 629579 20 02 13D Page 4 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alison A. 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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH REPORTING
PERSON WITH
8 SHARED VOTING POWER
78,198
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
550,569
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,569
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
33.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP No. 629579 20 02 13D Page 5 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corbin 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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH REPORTING
PERSON WITH
8 SHARED VOTING POWER
71,516
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
543,887
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,887
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
CUSIP No. 629579 20 02 13D Page 6 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Butler, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,028
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,028
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 11
0.18%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 7
CUSIP No. 629579 20 02 13D Page 7 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rankin Associates II, L.P.
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 8
CUSIP No. 629579 20 02 13D Page 8 of 11
AMENDED AND RESTATED
SCHEDULE 13D
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 15, 1991,
as amended by Amendment No. 3 filed on March 20, 1992, as amended by Amendment
No. 4 filed on March 9, 1993, 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, as amended by Amendment No. 2 to the amended and restated
Schedule 13D filed on March 21, 1996, as amended by Amendment No. 3 to the
amended and restated Schedule 13D filed on November 25, 1996, as amended by
Amendment No. 4 to the amended and restated Schedule 13D filed on January 10,
1997, as amended by Amendment No. 5 to the amended and restated Schedule 13D
filed on March 19, 1997, 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 KeyCorp Shareholder Services, Inc.
(successor to Society National Bank), as depository, is hereby further amended
as follows:
Item 2. Identity and Background
Item 2 of the Schedule 13D relating to the individual Reporting Persons
is hereby amended to add, after the paragraph describing Frank F. Taplin's
address, the following individual Reporting Persons:
Alison A. Rankin. Ms. Rankin's resident address is 1449 Carpenter Road,
P.O. Box 550, Gates Mills, Ohio 44040. She is not employed.
Corbin Rankin. Ms. Rankin's resident address is 214 Banbury Road,
Richmond, Virginia 23221. She is not employed.
John C. Butler, Jr. Mr. Butler's business address is 5875 Landerbrook
Drive, Mayfield Heights, Ohio 44124-4017. He is Vice President and Treasurer of
the Company.
The names, places of organization, principal businesses and addresses
of the corporations and the limited partnership that are Reporting Persons are
as follows:
The first and second paragraphs under this description are hereby
deleted and replaced in their entirety by the following two paragraphs:
Rankin Associates I, L.P. Rankin Associates I, L.P., a Delaware limited
partnership, was formerly known as CTR Family Associates, L.P., a Georgia
limited partnership. In December 1998, CTR Family Associates, L.P. was
reorganized as a Delaware limited partnership. In connection with this
reorganization, CTR Family Associates, L.P. changed its name to Rankin
Associates I, L.P. Its principal business is to hold, under common management,
shares of the Class B Common beneficially owned by certain of the Reporting
Persons. Rankin Management, Inc. is the general partner of Rankin Associates I,
L.P. The address of its principal business and its principal office is Suite
300, 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017.
Rankin Management, Inc. Rankin Management, Inc., a Delaware
corporation, was formerly known as a Rankin Management, Inc., a Georgia
corporation. In December 1998, Rankin Management, Inc., a Georgia corporation,
was merged with and into Rankin Management, Inc., a Delaware corporation. Rankin
Management, Inc., the Delaware corporation, was the surviving entity. It is the
general partner of Rankin
<PAGE> 9
CUSIP No. 629579 20 02 13D Page 9 of 11
Associates I, L.P. (formerly CTR Family Associates, L.P.)and the General Manager
of Rankin Associates II, L.P. The principal business of Rankin Management, Inc.
is to act as a general and managing partner of Rankin Associates I, L.P. and
Rankin Associates II, L.P. The address of its principal business and its
principal office is Suite 300, 5875 Landerbrook Drive, Mayfield Heights, Ohio
44124-4017. The shareholders, executive officers and directors of Rankin
Management, Inc. consist of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne
R. Rankin and Roger F. Rankin, all of whom are Reporting Persons.
Item 2 of the Schedule 13D relating to the corporations and the limited
partnerships that are Reporting Persons is hereby amended to add, after the
paragraph describing certain information with respect to Rankin Management,
Inc., the following Reporting Person:
Rankin Associates II, L.P. Rankin Associates II, L.P., a Delaware
limited partnership, was formerly known as Rankin Associates II, L.P., a Georgia
limited partnership. In December 1998, Rankin Associates II, L.P. was
reorganized as a Delaware entity. Its principal business is to hold, under
common management, shares of the Class A Common beneficially owned by certain of
the Reporting Persons. Rankin Management, Inc. is the general partner of Rankin
Associates II, L.P. The address of its principal business and its principal
office is 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D relating to the individual Reporting Persons
is hereby amended to add the following individual Reporting Persons:
Alison A. Rankin. Ms. Rankin's spouse, Roger F. Rankin, has the sole
power to vote and to dispose of 78,198 shares of Class B Common and has shared
power to dispose of 472,371 shares of Class B Common, which together constitute
approximately 33.3% of the outstanding Class B Common. Ms. Rankin is deemed to
beneficially own the shares owned by her spouse.
Corbin Rankin. Ms. Rankin's spouse, Thomas T. Rankin, has the sole
power to vote and to dispose of 71,516 shares of Class B Common, including 3,187
shares of Class B Common held as custodian for a minor son, and has shared power
to dispose of 472,371 shares of Class B Common, which together constitute
approximately 32.9% of the outstanding Class B Common. Ms. Rankin is deemed to
beneficially own the shares owned by her spouse.
John C. Butler, Jr. Mr. Butler's wife, Helen R. Butler, has the sole
power to vote and to dispose of 3,028 shares of Class B Common, which constitute
approximately 0.18% of the outstanding Class B Common. Mr. Butler is deemed to
beneficially own the shares owned by his spouse.
Item 5 of the Schedule 13D relating to the corporations and the limited
partnerships as Reporting Persons is hereby amended as follows:
The statements under the heading CTR Family Associates, L.P. are hereby
deleted and replaced in their entirety by the following:
Rankin Associates I, L.P. Rankin Associates I, L.P. has no power to
vote or to dispose of any shares of Class B Common.
The statements under the heading Rankin Management, Inc. are hereby
deleted and replaced in their entirety by the following:
Rankin Management, Inc. Rankin Management, Inc. has the sole power to
vote 472,371 shares of Class B Common, and has shared power to dispose of the
same 472,371 shares of Class B Common with the partners of Rankin Associates I,
L.P., which constitutes approximately 28.6% of the outstanding Class B Common.
<PAGE> 10
CUSIP No. 629579 20 02 13D Page 10 of 11
Item 5 of the Schedule 13D relating to the corporations and the limited
partnerships that are Reporting Persons is hereby amended to add, after the
paragraph describing certain information with respect to Rankin Management,
Inc., the following Reporting Person:
Rankin Associates II, L.P. Rankin Associates II, L.P. has no power to
vote or to dispose of any shares of Class B Common.
Item 7. Material to be Filed As Exhibits
Item 7 of the Schedule 13D is hereby amended to add the following
exhibit:
(Exhibit 19) Amendment to Stockholder's Agreement, dated as of April 9, 1998,
by and among KeyCorp Shareholder Services, the Company, the
Participating Stockholders (as defined therein) and the New
Participating Stockholders (as defined therein).
(Exhibit 20) Amendment to Stockholder's Agreement, dated as of December 26,
1998, by and among KeyCorp Shareholder Services, the Company, the
Participating Stockholders (as defined therein) and the New
Participating Stockholders (as defined therein).
<PAGE> 11
CUSIP No. 629579 20 02 13D Page 11 of 11
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: March 24, 1999
/s/ Alfred M. Rankin, Jr.
Name: Alfred M. Rankin, Jr.
/s/ Alfred M. Rankin, Jr.
Name: Alfred M. Rankin, Jr.
Attorney-in-Fact for Clara L. 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. Sichel*
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*
Attorney-in-Fact for Rankin Associates I, L.P.*
Attorney-in-Fact for Rankin Management, Inc.*
Attorney-in-Fact for Alison A. Rankin*
Attorney-in-Fact for Corbin Rankin*
Attorney-in-Fact for John C. Butler, Jr.*
Attorney-in-Fact for Rankin Associates II, L.P.*
* The powers of attorney authorizing the above-named individual to act on
behalf of each of the foregoing Reporting Persons are included in
Exhibit 2 at pages 26 through 106 and pages 113 through 121 of such
Exhibit, in Exhibit 13 at pages 6 through 8 of such Exhibit, in Exhibit
14 at pages 6 through 8 of such Exhibit, in Exhibit 19 at pages 6
through 7 of such Exhibit and in Exhibit 20 at pages 6 through 7 of
such Exhibit.
<PAGE> 12
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
19 Amendment to Stockholder's Agreement, dated as of April
9, 1998, by and among KeyCorp Shareholder Services,
Inc., the Company, the Participating Stockholders (as
defined therein) and the New Participating Stockholders
(as defined therein).
20 Amendment to Stockholder's Agreement, dated as of
December 26, 1998, by and among KeyCorp Shareholder
Services, Inc., the Company, the Participating
Stockholders (as defined therein) and the New
Participating Stockholders (as defined therein).
</TABLE>
<PAGE> 1
Exhibit 19
AMENDMENT TO STOCKHOLDERS' AGREEMENT
This AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of April 9, 1998
(this "Amendment"), by and among KeyCorp Shareholder Services, Inc. (successor
by merger to Ameritrust Company National Association), as depository
("Depository"), the Participating Stockholders under the Stockholders'
Agreement, dated as of March 15, 1990, as amended, NACCO Industries, Inc. and
the new Participating Stockholder identified on the signature page hereto (the
"New Participating Stockholder").
This Amendment sets forth the terms and conditions on which the New
Participating Stockholder will join in and become a party to the Stockholders'
Agreement, dated as of March 15, 1990, as amended (the "Stockholders'
Agreement"), by and among each of the signatories identified therein, NACCO
Industries, Inc., a Delaware corporation (the "Corporation"), and the
Depository. Capitalized terms defined in the Stockholders' Agreement are used
herein as so defined.
Pursuant to Section 8 of the Stockholders' Agreement, prior to the
acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders'
Agreement may be amended to add a Permitted Transferee as a Participating
Stockholder by a writing signed by the Signatories, the Corporation and such
Permitted Transferee.
In consideration of the mutual promises hereinafter set forth and other
good and valuable consideration had and received, the parties hereto agree as
follows:
1. Representations and Warranties. The New Participating
Stockholder, for such New Participating Stockholder only and not for any other
Participating Stockholder, represents and warrants to the other Participating
Stockholders and the Corporation as follows:
<PAGE> 2
(a) Such New Participating Stockholder is the beneficial owner
of, or simultaneously with the execution hereof will acquire and be
deemed to be the beneficial owner of, the shares of Class B Common
Stock identified below such New Participating Stockholder's name on the
signature pages hereto (except as otherwise described thereon), and
except as otherwise described thereon such New Participating
Stockholder does not own of record or beneficially or have any interest
in any other shares of Class B Common Stock or any options to purchase
or rights to subscribe or otherwise acquire any other shares of Class B
Common Stock other than pursuant to the Stockholders' Agreement;
(b) Such New Participating Stockholder has the right, power
and authority to execute and deliver this Amendment and to perform such
New Participating Stockholder's obligations hereunder and under the
Stockholders' Agreement; if this Amendment is being executed by a
trustee on behalf of a trust, such trustee has full right, power and
authority to enter into this Amendment on behalf of the trust and to
bind the trust and its beneficiaries to the terms hereof; if this
Amendment is being executed on behalf of a Participating Stockholder
Organization, the person executing this Amendment is a duly authorized
representative of such Participating Stockholder Organization with full
right, power and authority to execute and deliver this Amendment on
behalf of such Participating Stockholder Organization and to bind such
Participating Stockholder Organization to the terms hereof; the
execution, delivery and performance of this Amendment by such New
Participating Stockholder will not constitute a violation of, conflict
with or result in a default under (i) any contract, understanding or
arrangement to which such New Participating Stockholder is a party or
by which
-2-
<PAGE> 3
such New Participating Stockholder is bound or require the consent of
any other person or any party pursuant thereto; (ii) any
organizational, charter or other governance documents (including,
without limitation, any partnership agreement, certificate of
incorporation, or bylaws) of the New Participating Stockholder, (iii)
any judgment, decree or order applicable to such New Participating
Stockholder; or (iv) any law, rule or regulation of any governmental
body;
(c) This Amendment and the Stockholders' Agreement constitute
legal, valid and binding agreements on the part of such New
Participating Stockholder; the shares of Class B Common Stock owned
beneficially by such New Participating Stockholder are fully paid and
nonassessable; and
(d) The shares of Class B Common Stock owned beneficially by
such New Participating Stockholder are now held by such New
Participating Stockholder, free and clear of all adverse claims, liens,
encumbrances and security interests (except as created by the
Stockholders' Agreement and any Amendments thereto, including this
Amendment, and the Restated Certificate).
2. Address for Notices. The address for all notices to the New
Participating Stockholder provided pursuant to the Stockholders' Agreement shall
be the address set forth below such New Participating Stockholder's name on the
signature pages hereto, or to such other address as such New Participating
Stockholder may specify to the Depository.
3. Agreement to be Bound by Stockholders' Agreement. The New
Participating Stockholder agrees to be bound by all of the terms and provisions
of the Stockholders' Agreement applicable to Participating Stockholders.
4. Beneficiaries. The New Participating Stockholder acknowledges that
the Corporation and each Participating Stockholder is a beneficiary of this
Amendment.
-3-
<PAGE> 4
5. Amendment of Stockholders' Agreement. The Stockholders' Agreement is
hereby amended to add the New Participating Stockholder as a Participating
Stockholder.
6. Signature of Amendment by Trusts, Minors and Incompetents.
(a) In order for a trust exclusively (as defined in Section
1.9 of the Stockholders' Agreement) for the benefit of a Family Member
or Members to be considered a Participating Stockholder:
(i) the trustee and all adult beneficiaries of such
trusts having a current trust interest (as well as all
Charitable Organization beneficiaries having a current trust
interest) shall have previously signed the Stockholders'
Agreement or shall sign this Amendment as a Participating
Stockholder;
(ii) the trustee and a parent or legal guardian, for
trusts with minor beneficiaries having a current trust
interest, shall sign this Amendment on behalf of any such
minor beneficiaries; or
(iii) the trustee and legal guardian, if any, for
trusts with incompetent beneficiaries having a current trust
interest, shall sign this Amendment on behalf of any such
incompetent beneficiaries.
(b) If, at any time, any trust shall have an adult beneficiary
(and such beneficiary is not incompetent) having a current trust
interest or an ascertainable Charitable Organization beneficiary having
a current trust interest and if such beneficiary has not previously
signed the Stockholders' Agreement, then if such beneficiary shall fail
or be unable to sign this Amendment for a period of 30 calendar days
following notification to such beneficiary of the terms of this
Amendment and the Stockholders' Agreement by the Depository and
following signature of this Amendment by the trustee, the trust shall
thereupon cease to be a
-4-
<PAGE> 5
Participating Stockholder and Section 3.2 of the Stockholders'
Agreement shall then apply as if the shares of Class B Common Stock
held by the trust were then to be converted. The donor of a trust that
is revocable by the donor alone, during the lifetime of such donor,
shall be considered the only beneficiary thereof so long as such trust
is so revocable.
(c) In the case of Class B Common Stock held by a custodian
under the Uniform Transfers to Minors Act (or the practical equivalent
thereof) for the benefit of a minor Family Member, the custodian shall
sign this Amendment on behalf of such minor if such minor is to be
considered a Participating Stockholder.
(d) In the case of Class B Common Stock held in the name of a
minor Family Member, a parent or legal guardian of such minor shall
sign this Amendment on behalf of such minor if such minor is to be
considered a Participating Stockholder.
(e) In the case of Class B Common Stock held in the name of an
incompetent Family Member, the legal guardian of such incompetent shall
sign this Amendment on behalf of such incompetent if such incompetent
is to be considered a Participating Stockholder.
(f) When a minor described in Section 6(c) or (d) reaches the
age of majority, or an incompetent described in Section 6(e) is no
longer impaired by such disability and has reached the age of majority,
such Family Member shall execute and deliver an Amendment which has
been executed and delivered by the Participating Stockholders (or their
attorney-in-fact), the Corporation and the Depository. If such Family
Member shall fail or be unable to sign such Amendment for a period of
30 calendar days following notification to such
-5-
<PAGE> 6
Family Member of the terms of the Stockholders' Agreement by the
Depository, such Family Member shall thereupon cease to be a
Participating Stockholder and Section 3.2 of the Stockholders'
Agreement shall then apply as if the shares of Class B Common Stock
were then to be converted.
7. Power of Attorney. The undersigned New Participating Stockholder
hereby constitutes and appoints Frank E. Taplin, Jr., Thomas E. Taplin, Alfred
M. Rankin, Jr., Dennis W. LaBarre, Michael G. Marting, Charles A. Bittenbender,
and each of them as the true and lawful attorney or attorneys-in-fact, with full
power of substitution and resubstitution, for the undersigned and in the name,
place and stead of the undersigned, in any capacities to:
(a) Execute any and all statements under Section 13 or Section
16 of the Securities Exchange Act of 1934, as amended, of beneficial
ownership of Shares of Class B Common Stock subject to the
Stockholders' Agreement as amended by this Amendment, including all
statements on Schedule 13D and all amendments thereto, all joint filing
agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection
with such statements, all initial statements of beneficial ownership on
Form 3 and any and all other documents to be filed with the Securities
and Exchange Commission, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, and
(b) Execute and deliver any and all Amendments whereby a
Family Member or a Charitable Organization or a Participating
Stockholder Organization becomes a Participating Stockholder, granting
to said attorney or attorneys-in-fact, and each of them, full power and
authority to do so and to perform each and every act and thing
requisite and necessary to be done in and
-6-
<PAGE> 7
about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorney or attorneys-in-fact or any of them
or their substitutes or resubstitutes, may lawfully do or cause to be
done by virtue of this Section 7. The grant of this power of attorney
shall not be affected by any disability of the undersigned New
Participating Stockholder. If applicable law requires additional or
substituted language in order to validate the power of attorney
intended to be granted by this Section 7, the New Participating
Stockholder agrees to execute and deliver such additional instruments
and to take such further acts as may be necessary to validate such
power of attorney.
8. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument, without production of the others.
IN WITNESS WHEREOF, the New Participating Stockholder, the
Participating Stockholders, the Corporation and the Depository have executed
this Amendment or caused this Amendment to be executed in their respective
names, all as of the date and year first above written.
-7-
<PAGE> 8
THOMAS T. RANKIN as Custodian for Thomas
(Parker) Rankin under the Virginia Uniform
Gifts to Minors Act
/s/ Elizabeth P. Trimble By: /s/ Thomas T. Rankin
- ---------------------------- --------------------------------
Witness Name: Thomas T. Rankin
Date as of: April 9, 1998
Address: 214 Banbury Road
Richmond, VA 23221
Number of Shares of
Class B Common Stock
-8-
<PAGE> 9
STATE OF VIRGINIA )
) SS:
COUNTY OF HENRICE )
Before me, a Notary Public in and for said State and County, personally
appeared the above-named Thomas T. Rankin, not individually but as custodian for
Thomas (Parker) Rankin, who acknowledged that he did sign the foregoing
instrument as custodian and that the same is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Richmond, Virginia this 14th day of April 1998.
/s/ Karen Marie Weiss
-----------------------------
[Notarial Seal] Notary Public
-9-
<PAGE> 10
ALISON A. RANKIN, as Trustee of Irrevocable
Trust No. 1 fbo Anne Rankin dated December
18, 1997, Roger Rankin, Grantor
/s/ Authorized Signatory By: /s/ Alison A. Rankin
- ---------------------------- ----------------------------------
Witness Name: Alison A. Rankin
Date as of: April 9, 1998
Address: 1449 Carpenter Road
Gates Mills, OH 44040
Number of Shares of
Class B Common Stock
-10-
<PAGE> 11
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared the above-named Alison A. Rankin, not individually but as trustee fbo
Anne Rankin, who acknowledged that she did sign the foregoing instrument as
trustee and that the same is her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Gates Mills, Ohio this 14th day of April 1998.
/s/ David R. Jones
----------------------------
[Notarial Seal] Notary Public
-11-
<PAGE> 12
ALISON A. RANKIN, as Trustee of Irrevocable
Trust No. 1 fbo Elisabeth Rankin dated
December 18, 1997, Roger Rankin, Grantor
/s/ Authorized Signatory By: /s/ Alison A. Rankin
- ---------------------------- ----------------------------------
Witness Name: Alison A. Rankin
Date as of: April 9, 1998
Address: 1449 Carpenter Road
Gates Mills, OH 44040
Number of Shares of
Class B Common Stock
-12-
<PAGE> 13
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared the above-named Alison A. Rankin, not individually but as trustee fbo
Elisabeth Rankin, who acknowledged that she did sign the foregoing instrument as
trustee and that the same is her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Gates Mills, Ohio this 14th day of April 1998.
/s/ David R. Jones
----------------------------
[Notarial Seal] Notary Public
-13-
<PAGE> 14
RANKIN ASSOCIATES II, L.P.
By: RANKIN MANAGEMENT, INC., as
general partner
/s/ Charles A. Bittenbender By: /s/ Alfred M. Rankin, Jr.
- ---------------------------- --------------------------------
Witness Name: Alfred M. Rankin, Jr., President
Date as of: April 9, 1998
Address: 5875 Landerbrook Drive,
Suite 300
Mayfield Heights, OH 44124-4107
Number of Shares of
Class B Common Stock
-14-
<PAGE> 15
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared on behalf of Rankin Associates, L.P., a Delaware limited partnership,
and Rankin Management, Inc. (hereinafter "RMI"), as general partner, Alfred M.
Rankin, Jr., RMI's president, who acknowledged that he did sign the foregoing
instrument on behalf of said partnership and corporation by authority of their
general partner and board of directors, respectively, and that the same is the
free act and deed of said limited partnership and corporation and their free act
and deed as such officer.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Cleveland, Ohio this 14th day of April 1998.
/s/ Charles A. Bittenbender
------------------------------------
[Notarial Seal] Notary Public
-15-
<PAGE> 16
JOHN C. BUTLER, JR. as Custodian for Clara
Rankin Butler under the Ohio Transfers to
Minors Act
/s/ Charles A. Bittenbender By: /s/ John C. Butler, Jr.
- ---------------------------- ----------------------------------
Witness Name: John C. Butler, Jr.
Capacity: Custodian
Date as of: April 9, 1998
Address: 5875 Landerbrook Drive, Suite 300
Mayfield Heights, OH 44124-4107
Number of Shares of
Class B Common Stock
-16-
<PAGE> 17
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared the above-named John C. Butler, Jr., not individually but as custodian
for Clara Rankin Butler, who acknowledged that he did sign the foregoing
instrument as custodian and that the same is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Cleveland, Ohio this 13th day of April 1998.
/s/ Charles A. Bittenbender
----------------------------------
[Notarial Seal] Notary Public
-17-
<PAGE> 18
JOHN C. BUTLER, JR.
/s/ Charles A. Bittenbender /s/ John C. Butler, Jr.
- ---------------------------- ----------------------------------
Witness John C. Butler, Jr.
Date as of: April 9, 1998
Address: 5875 Landerbrook Drive,
Suite 300
Mayfield Heights, OH
44124-4107
Number of Shares of
Class B Common Stock
-18-
<PAGE> 19
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared the above-named John C. Butler, Jr., who acknowledged that he did sign
the foregoing instrument, and that the same is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Cleveland, Ohio this 13th day of April 1998.
/s/ Charles A. Bittenbender
-------------------------------
[Notarial Seal] Notary Public
-19-
<PAGE> 20
KeyCorp Shareholder Service, Inc.
as Depository
c/o KeyBank NA
127 Public Square
Cleveland, Ohio 44114
/s/ Janet M. Gob By: /s/ Richard Petrulis
- ---------------------------- ----------------------------------
Witness
/s/ Marc Browning
- ----------------------------
Witness
/s/ Janet M. Gob And:/s/ Steven Bulloch
- ---------------------------- ----------------------------------
Witness
/s/ Marc Browning
- ----------------------------
Witness
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared KeyCorp Shareholder Services, Inc., not individually but as Depository,
by Richard Petrulis and Steven Bulloch, its Assistant Secretary and President,
respectively, who acknowledged that they did sign the foregoing on behalf of
said Depository by authority of its board of directors and it is the same as the
free act and deed of such depository and their free act and deed as such
officers.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Cleveland, Ohio this 29th day of December 1998.
/s/ Laura Freeswick
-------------------------------
[Notarial Seal] Notary Public
-20-
<PAGE> 21
NACCO INDUSTRIES, INC.
/s/ Authorized Signatory By: /s/ Alfred M. Rankin, Jr.
- ---------------------------- ----------------------------------
Witness
/s/ Joyce Conti
- ----------------------------
Witness
/s/ Authorized Signatory By: /s/ Charles A. Bittenbender
- ---------------------------- ----------------------------------
Witness
/s/ Joyce Conti
- ----------------------------
Witness
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared NACCO Industries, Inc., a Delaware corporation, by Alfred M. Rankin,
Jr. and Charles A. Bittenbender, its Chairman, President and CEO and Vice
President, General Counsel and Secretary, respectively, who acknowledged that
they did sign the foregoing instrument on behalf of said corporation by
authority of its board of directors, and that the same is the free act and deed
of said corporation and their free act and deed as such officers.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Cleveland, Ohio, this 8th day of September 1998.
/s/ Charles A. Bittenbender
------------------------------------
[Notarial Seal] Notary Public
-21-
<PAGE> 22
THE PARTICIPATING STOCKHOLDERS listed in
Exhibit A attached hereto and incorporated
herein by this reference
/s/ Authorized Signatory By: /s/ Alfred M. Rankin, Jr.
- ---------------------------- ----------------------------------------
Witness Alfred M. Rankin, Jr.
Attorney-in-Fact
/s/ Authorized Signatory
- ----------------------------
Witness
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared the Participating Stockholders listed on Exhibit A hereto by their
attorney-in-fact Alfred M. Rankin, Jr., who acknowledged that he did sign the
foregoing instrument as attorney-in-fact for the Participating Stockholders, and
that the same is the free act and deed of the Participating Stockholders and his
free act and deed as attorney-in-fact.
IN TESTIMONY WHEREOF, I hereunto set my hand and official seal at Gates
Mills, Ohio, this 8th day of September 1998.
/s/ Beverly Speer
-------------------------------
[Notarial Seal] Notary Public
-22-
<PAGE> 1
Exhibit 20
AMENDMENT TO STOCKHOLDERS' AGREEMENT
This AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of December 26,
1998 (this "Amendment"), by and among KeyCorp Shareholder Services, Inc.
(successor by merger to Ameritrust Company National Association), as depository
("Depository"), the Participating Stockholders under the Stockholders'
Agreement, dated as of March 15, 1990, as amended, NACCO Industries, Inc. and
the new Participating Stockholder identified on the signature page hereto (the
"New Participating Stockholder").
This Amendment sets forth the terms and conditions on which the New
Participating Stockholder will join in and become a party to the Stockholders'
Agreement, dated as of March 15, 1990, as amended (the "Stockholders'
Agreement"), by and among each of the signatories identified therein, NACCO
Industries, Inc., a Delaware corporation (the "Corporation"), and the
Depository. Capitalized terms defined in the Stockholders' Agreement are used
herein as so defined.
Pursuant to Section 8 of the Stockholders' Agreement, prior to the
acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders'
Agreement may be amended to add a Permitted Transferee as a Participating
Stockholder by a writing signed by the Signatories, the Corporation and such
Permitted Transferee.
In consideration of the mutual promises hereinafter set forth and other
good and valuable consideration had and received, the parties hereto agree as
follows:
1. Representations and Warranties. The New Participating
Stockholder, for such New Participating Stockholder only and not for any other
Participating Stockholder, represents and warrants to the other Participating
Stockholders and the Corporation as follows:
<PAGE> 2
(a) Such New Participating Stockholder is the beneficial owner
of, or simultaneously with the execution hereof will acquire and be
deemed to be the beneficial owner of, the shares of Class B Common
Stock identified below such New Participating Stockholder's name on the
signature pages hereto (except as otherwise described thereon), and
except as otherwise described thereon such New Participating
Stockholder does not own of record or beneficially or have any interest
in any other shares of Class B Common Stock or any options to purchase
or rights to subscribe or otherwise acquire any other shares of Class B
Common Stock other than pursuant to the Stockholders' Agreement;
(b) Such New Participating Stockholder has the right, power
and authority to execute and deliver this Amendment and to perform such
New Participating Stockholder's obligations hereunder and under the
Stockholders' Agreement; if this Amendment is being executed by a
trustee on behalf of a trust, such trustee has full right, power and
authority to enter into this Amendment on behalf of the trust and to
bind the trust and its beneficiaries to the terms hereof; if this
Amendment is being executed on behalf of a Participating Stockholder
Organization, the person executing this Amendment is a duly authorized
representative of such Participating Stockholder Organization with full
right, power and authority to execute and deliver this Amendment on
behalf of such Participating Stockholder Organization and to bind such
Participating Stockholder Organization to the terms hereof; the
execution, delivery and performance of this Amendment by such New
Participating Stockholder will not constitute a violation of, conflict
with or result in a default under (i) any contract, understanding or
arrangement to which such New Participating Stockholder is a party or
by which
-2-
<PAGE> 3
such New Participating Stockholder is bound or require the consent of
any other person or any party pursuant thereto; (ii) any
organizational, charter or other governance documents (including,
without limitation, any partnership agreement, certificate of
incorporation, or bylaws) of the New Participating Stockholder, (iii)
any judgment, decree or order applicable to such New Participating
Stockholder; or (iv) any law, rule or regulation of any governmental
body;
(c) This Amendment and the Stockholders' Agreement constitute
legal, valid and binding agreements on the part of such New
Participating Stockholder; the shares of Class B Common Stock owned
beneficially by such New Participating Stockholder are fully paid and
nonassessable; and
(d) The shares of Class B Common Stock owned beneficially by
such New Participating Stockholder are now held by such New
Participating Stockholder, free and clear of all adverse claims, liens,
encumbrances and security interests (except as created by the
Stockholders' Agreement and any Amendments thereto, including this
Amendment, and the Restated Certificate).
2. Address for Notices. The address for all notices to the New
Participating Stockholder provided pursuant to the Stockholders' Agreement shall
be the address set forth below such New Participating Stockholder's name on the
signature pages hereto, or to such other address as such New Participating
Stockholder may specify to the Depository.
3. Agreement to be Bound by Stockholders' Agreement. The New
Participating Stockholder agrees to be bound by all of the terms and provisions
of the Stockholders' Agreement applicable to Participating Stockholders.
4. Beneficiaries. The New Participating Stockholder acknowledges that
the Corporation and each Participating Stockholder is a beneficiary of this
Amendment.
-3-
<PAGE> 4
5. Amendment of Stockholders' Agreement. The Stockholders' Agreement is
hereby amended to add the New Participating Stockholder as a Participating
Stockholder.
6. Signature of Amendment by Trusts, Minors and Incompetents.
(a) In order for a trust exclusively (as defined in Section
1.9 of the Stockholders' Agreement) for the benefit of a Family Member
or Members to be considered a Participating Stockholder:
(i) the trustee and all adult beneficiaries of such
trusts having a current trust interest (as well as all
Charitable Organization beneficiaries having a current trust
interest) shall have previously signed the Stockholders'
Agreement or shall sign this Amendment as a Participating
Stockholder;
(ii) the trustee and a parent or legal guardian, for
trusts with minor beneficiaries having a current trust
interest, shall sign this Amendment on behalf of any such
minor beneficiaries; or
(iii) the trustee and legal guardian, if any, for
trusts with incompetent beneficiaries having a current trust
interest, shall sign this Amendment on behalf of any such
incompetent beneficiaries.
(b) If, at any time, any trust shall have an adult beneficiary
(and such beneficiary is not incompetent) having a current trust
interest or an ascertainable Charitable Organization beneficiary having
a current trust interest and if such beneficiary has not previously
signed the Stockholders' Agreement, then if such beneficiary shall fail
or be unable to sign this Amendment for a period of 30 calendar days
following notification to such beneficiary of the terms of this
Amendment and the Stockholders' Agreement by the Depository and
following signature of this Amendment by the trustee, the trust shall
thereupon cease to be a
-4-
<PAGE> 5
Participating Stockholder and Section 3.2 of the Stockholders'
Agreement shall then apply as if the shares of Class B Common Stock
held by the trust were then to be converted. The donor of a trust that
is revocable by the donor alone, during the lifetime of such donor,
shall be considered the only beneficiary thereof so long as such trust
is so revocable.
(c) In the case of Class B Common Stock held by a custodian
under the Uniform Transfers to Minors Act (or the practical equivalent
thereof) for the benefit of a minor Family Member, the custodian shall
sign this Amendment on behalf of such minor if such minor is to be
considered a Participating Stockholder.
(d) In the case of Class B Common Stock held in the name of a
minor Family Member, a parent or legal guardian of such minor shall
sign this Amendment on behalf of such minor if such minor is to be
considered a Participating Stockholder.
(e) In the case of Class B Common Stock held in the name of an
incompetent Family Member, the legal guardian of such incompetent shall
sign this Amendment on behalf of such incompetent if such incompetent
is to be considered a Participating Stockholder.
(f) When a minor described in Section 6(c) or (d) reaches the
age of majority, or an incompetent described in Section 6(e) is no
longer impaired by such disability and has reached the age of majority,
such Family Member shall execute and deliver an Amendment which has
been executed and delivered by the Participating Stockholders (or their
attorney-in-fact), the Corporation and the Depository. If such Family
Member shall fail or be unable to sign such Amendment for a period of
30 calendar days following notification to such
-5-
<PAGE> 6
Family Member of the terms of the Stockholders' Agreement by the
Depository, such Family Member shall thereupon cease to be a
Participating Stockholder and Section 3.2 of the Stockholders'
Agreement shall then apply as if the shares of Class B Common Stock
were then to be converted.
7. Power of Attorney. The undersigned New Participating Stockholder
hereby constitutes and appoints Frank E. Taplin, Jr., Thomas E. Taplin, Alfred
M. Rankin, Jr., Dennis W. LaBarre, Michael G. Marting, Charles A. Bittenbender,
and each of them as the true and lawful attorney or attorneys-in-fact, with full
power of substitution and resubstitution, for the undersigned and in the name,
place and stead of the undersigned, in any capacities to:
(a) Execute any and all statements under Section 13 or Section
16 of the Securities Exchange Act of 1934, as amended, of beneficial
ownership of Shares of Class B Common Stock subject to the
Stockholders' Agreement as amended by this Amendment, including all
statements on Schedule 13D and all amendments thereto, all joint filing
agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection
with such statements, all initial statements of beneficial ownership on
Form 3 and any and all other documents to be filed with the Securities
and Exchange Commission, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, and
(b) Execute and deliver any and all Amendments whereby a
Family Member or a Charitable Organization or a Participating
Stockholder Organization becomes a Participating Stockholder, granting
to said attorney or attorneys-in-fact, and each of them, full power and
authority to do so and to perform each and every act and thing
requisite and necessary to be done in and
-6-
<PAGE> 7
about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorney or attorneys-in-fact or any of them
or their substitutes or resubstitutes, may lawfully do or cause to be
done by virtue of this Section 7. The grant of this power of attorney
shall not be affected by any disability of the undersigned New
Participating Stockholder. If applicable law requires additional or
substituted language in order to validate the power of attorney
intended to be granted by this Section 7, the New Participating
Stockholder agrees to execute and deliver such additional instruments
and to take such further acts as may be necessary to validate such
power of attorney.
8. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument, without production of the others.
IN WITNESS WHEREOF, the New Participating Stockholder, the
Participating Stockholders, the Corporation and the Depository have executed
this Amendment or caused this Amendment to be executed in their respective
names, all as of the date and year first above written.
-7-
<PAGE> 8
CORBIN RANKIN
/s/ Karen Marie Weiss By: /s/ Corbin Rankin
- -------------------------- --------------------------
Witness Name: Corbin Rankin
Date as of: December 30, 1998
Address: 214 Banbury Road
Richmond, VA 23221
Number of Shares of
Class B Common Stock
-8-
<PAGE> 9
STATE OF VIRGINIA )
) SS:
COUNTY OF HENRICE )
Before me, a Notary Public in and for said State and County, personally
appeared the above-named Corbin Rankin, individually, who acknowledged that she
did sign the foregoing instrument and that the same is her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Richmond, Virginia this 30th day of December 1998.
/s/ Karen Marie Weiss
-------------------------------
[Notarial Seal] Notary Public
-9-
<PAGE> 10
ALISON A. RANKIN
/s/ Debra A. Bauer By: /s/ Alison A. Rankin
- ---------------------------- --------------------------
Witness Name: Alison A. Rankin
Date as of: December 29, 1998
Address: 1449 Carpenter Road
Gates Mills, OH 44040
Number of Shares of
Class B Common Stock
-10-
<PAGE> 11
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared the above-named Alison A. Rankin, individually, who acknowledged that
she did sign the foregoing instrument and that the same is her free act and
deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Gates Mills, Ohio this 29th day of December 1998.
/s/ David R. Jones
------------------------------
[Notarial Seal] Notary Public
-11-
<PAGE> 12
KeyCorp Shareholder Service, Inc.
as Depository
c/o KeyBank NA
127 Public Square
Cleveland, Ohio 44114
/s/ Janet M. Gob By: /s/ Richard Petrulis
- ---------------------------- ------------------------------
Witness
/s/ Marc Browning
- ----------------------------
Witness
/s/ Janet M. Gob And: /s/ Steven Bulloch
- ---------------------------- ------------------------------
Witness
/s/ Marc Browning
- ----------------------------
Witness
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County,
personally appeared KeyCorp Shareholder Services, Inc., not individually but as
Depository, by RICHARD PETRULIS and STEVEN BULLOCH, its ASSISTANT SECRETARY and
PRESIDENT, respectively, who acknowledged that they did sign the foregoing on
behalf of said Depository by authority of its board of directors and it is the
same as the free act and deed of such depository and their free act and deed as
such officers.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Cleveland, Ohio this 29th day of December 1998.
/s/ Laura Freeswick
--------------------------------
[Notarial Seal] Notary Public
-12-
<PAGE> 13
NACCO INDUSTRIES, INC.
/s/ Charles A. Bittenbender By: /s/ Alfred M. Rankin, Jr.
- ---------------------------- ------------------------------
Witness
/s/ John C. Butler, Jr.
- ----------------------------
Witness
/s/ Charles A. Bittenbender By: /s/ John C. Butler, Jr.
- ---------------------------- ------------------------------
Witness
/s/ Helen Butler
- ----------------------------
Witness
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared NACCO Industries, Inc., a Delaware corporation, by Alfred M. Rankin,
Jr. and John C. Butler, Jr., its Chairman, President and CEO and Vice President
and Treasurer, respectively, who acknowledged that they did sign the foregoing
instrument on behalf of said corporation by authority of its board of directors,
and that the same is the free act and deed of said corporation and their free
act and deed as such officers.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Cleveland, Ohio, this 26th day of December 1998.
/s/ Charles A. Bittenbender
------------------------------------
[Notarial Seal] Notary Public
-13-
<PAGE> 14
THE PARTICIPATING STOCKHOLDERS listed in
Exhibit A attached hereto and incorporated
herein by this reference
/s/ Charles A. Bittenbender By: /s/ Alfred M. Rankin, Jr.
- ---------------------------- -----------------------------------
Witness Alfred M. Rankin, Jr.
Attorney-in-Fact
/s/ John C. Butler, Jr.
- ----------------------------
Witness
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said State and County, personally
appeared the Participating Stockholders listed on Exhibit A hereto by their
attorney-in-fact Alfred M. Rankin, Jr., who acknowledged that he did sign the
foregoing instrument as attorney-in-fact for the Participating Stockholders, and
that the same is the free act and deed of the Participating Stockholders and his
free act and deed as attorney-in-fact.
IN TESTIMONY WHEREOF, I hereunto set my hand and official seal at Gates
Mills, Ohio, this 26th day of December 1998.
/s/ Charles A. Bittenbender
-------------------------------------
[Notarial Seal] Notary Public
-14-
