NACCO INDUSTRIES INC, SC 13D/A, 2000-03-30

NACCO INDUSTRIES INC
SC 13D/A, 2000-03-30
INDUSTRIAL TRUCKS, TRACTORS, TRAILORS & STACKERS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(AMENDMENT NO. 7)

NACCO Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)

Class B Common Stock
- --------------------------------------------------------------------------------
(Title and 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 2000
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ]

Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

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CUSIP No. 629579 20 02 SCHEDULE 13D/A PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Chloe E. Rankin
- ----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)

(b) X
- ----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- ----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO (See Item 3)
- ----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

-0-

--------------------------------------------------------------------------------
8 SHARED VOTING POWER

NUMBER OF -0-
SHARES --------------------------------------------------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING -0-
PERSON WITH --------------------------------------------------------------------------------
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%
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- ----------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 629579 20 02 SCHEDULE 13D/A PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

James T. Rankin
- ----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
- ----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- ----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA

- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

3,187

----------------------------------------------------------------------------------
8 SHARED VOTING POWER

NUMBER OF -0-
SHARES ----------------------------------------------------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING 3,187
PERSON WITH
----------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

-0-

- ----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,187

- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.19%
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- ----------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 629579 20 02 SCHEDULE 13D/A PAGE 4 OF 8 PAGES
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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, 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, and as amended by Amendment No. 6 to the amended and
restated Schedule 13D filed on March 25, 1999, on behalf of certain signatories
to the Stockholders' Agreement, dated as of March 15, 1990, as amended, among
the signatories thereto, the Company and First Chicago Trust Company of New
York, engaged in a joint venture known as Equiserve, LP, 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 as follows:

(a) 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 1122
Birchtree Way, Greensboro, North Carolina 27401. He is a Corporate
Banking Officer for Wachovia Bank, 230 North Elm Street, PO Box 21048,
Greensboro, North Carolina 27420.

(b) The statements under the heading Clara T. Rankin, are hereby
deleted and replaced in their entirety by the following:

CLARA T. RANKIN WILLIAMS. Mrs. Williams' resident address is
425 Roslyn Place, Chicago, Illinois 60614. She is a senior financial
analyst at US Robotics, 7770 North Frontage Road, Skokie, Illinois
60077-2690.

(c) After the paragraph describing John C. Butler Jr.'s address,
the following individual Reporting Persons shall be added:

CHLOE E. RANKIN. Ms. Rankin's resident address is 2979 W.
Schoolhouse Lane, Apt. K307B, Philadelphia, Pennsylvania 19144. She is
an analyst with Andersen Consulting, 1600 Market Street, Philadelphia,
Pennsylvania 19103.

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CUSIP No. 629579 20 02 SCHEDULE 13D/A PAGE 5 OF 8 PAGES
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JAMES T. RANKIN. Mr. Rankin's resident address is 1108
Oglethorp Drive, Atlanta, Georgia 30319. He is employed by AON Risk
Services, 3565 Piedmont Center, Suit 700, Atlanta, Georgia 30305.

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:

CHLOE E. RANKIN. Ms. Rankin has no power to vote or to dispose
of any shares of Class B Common. Claiborne R. Rankin, Ms. Rankin's
father, has the sole power to vote and to dispose of 2,408 shares of
Class B Common, which together constitute 0.15% of the outstanding
shares of Class B Common, as trustee of a trust existing for the
benefit of Ms. Rankin.

JAMES T. RANKIN. Mr. Rankin has the sole power to vote and to
dispose of 3,187 shares of Class B Common, which together constitute
0.19% of the outstanding Class B Common.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

Item 6 of the 13D is hereby amended by inserting at the end thereof the
following:

Effective as of November 30, 1999, each of the Company, the Depository,
and the Participating Stockholders executed and delivered an Amendment to
Stockholders' Agreement amending the Stockholders' Agreement to modify the
definition of "Depository" to refer to First Chicago Trust Company of New York,
engaged in a joint venture known as Equiserve, LP. A copy of the Amendment to
Stockholders Agreement is attached hereto as Exhibit 21 and is incorporated
herein in its entirety.

Effective as of November 30, 1999, each of the Company, the Depository,
and the Participating Stockholders executed and delivered an Amendment to
Stockholders' Agreement amending the Stockholders' Agreement to modify the power
of attorney set forth in Section 11 of the Stockholders' Agreement. A copy of
the Amendment to Stockholders' Agreement is attached hereto as Exhibit 22 and is
incorporated herein in its entirety.

Effective as of March 30, 2000, each of the Company, the Depository,
and the Participating Stockholders executed and delivered an Amendment to
Stockholders' Agreement amending the Stockholders' Agreement pursuant to which
Ms. Chloe E. Rankin and Mr. James T. Rankin became Participating Stockholders
under the Stockholders' Agreement. A copy of the Amendment to Stockholders'
Agreement is attached hereto as Exhibit 23 and is incorporated herein in its
entirety.

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CUSIP No. 629579 20 02 SCHEDULE 13D/A PAGE 6 OF 8 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended as follows:

(Exhibit 21) Amendment to Stockholders' Agreement, dated as of November 30,
1999, by and among First Chicago Trust Company of New York, engaged in a joint
venture known as Equiserve, LP, the Company and the Participating Stockholders
(as defined therein).

(Exhibit 22) Amendment to Stockholders' Agreement, dated as of November 30,
1999, by and among First Chicago Trust Company of New York, engaged in a joint
venture known as Equiserve, LP, the Company and the Participating Stockholders
(as defined therein).

(Exhibit 23) Amendment to Stockholders' Agreement, dated as of March 30, 2000,
by and among First Chicago Trust Company of New York, engaged in a joint venture
known as Equiserve, LP, the Company, the Participating Stockholders (as defined
therein) and the New Participating Stockholders (as defined therein).

[REMAINDER OF PAGE IS LEFT INTENTIONALLY BLANK. SIGNATURES BEGIN ON NEXT PAGE.]

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CUSIP No. 629579 20 02 SCHEDULE 13D/A PAGE 7 OF 8 PAGES
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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.

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Dated: March 30, 2000 /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 Williams*
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 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 Frank E. Taplin, 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 K. Rankin*
Attorney-in-Fact for John C. Butler, Jr.*
Attorney-in-Fact for Rankin Associates II, L.P.*
Attorney-in-Fact for Chloe E. Rankin*
Attorney-in-Fact for James T. Rankin*
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CUSIP No. 629579 20 02 SCHEDULE 13D/A PAGE 8 OF 8 PAGES
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* The power of attorney authorizing the above named individual to act on
behalf of each of the foregoing Reporting Persons is included in
Exhibit 2 at page 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, in Exhibit 20 at pages 6 through 7 of such
Exhibit, in Exhibit 22 at pages 1 through 2, and in Exhibit 23 at pages
6 through 7 of such Exhibit.
<PAGE> 9
Exhibit 21

AMENDMENT TO STOCKHOLDERS' AGREEMENT

This AMENDMENT TO STOCKHOLDERS' AGREEMENT is dated as of November 30,
1999 (this "Amendment"), by and among First Chicago Trust Company of New York,
engaged in a joint venture known as Equiserve LP, as depository ("First
Chicago"), the Participating Stockholders under the Stockholders' Agreement,
dated as of March 15, 1990, as amended, and NACCO Industries, Inc., a Delaware
corporation (the "Corporation").

This Amendment sets forth the terms and conditions on which First
Chicago will join in and become a party to the Stockholders' Agreement, dated as
of March 15, 1990, as amended (the "Stockholders' Agreement"). Capitalized terms
defined in the Stockholders' Agreement are used herein as so defined.

Pursuant to Section 8 of the Stockholders' Agreement, such agreement
may be amended by a writing signed by the signatories thereto and the
Corporation and because such amendment proposes to modify the duties and
obligations of the Depository, this Agreement must be signed by such Depository.

In consideration of the mutual promises hereinafter set forth and other
good and valuable consideration had and received, the parties hereto agree that
Exhibit B to the Stockholders' Agreement is hereby amended and restated as
follows:

1. AMENDMENT TO STOCKHOLDERS AGREEMENT TO NAME NEW DEPOSITORY. (a)
Pursuant to Section 8 of the Stockholders' Agreement, the parties hereto agree
that from and after the date hereof all references to Depository in the
Stockholders' Agreement shall be to First Chicago.

(b) Pursuant to Section 8 of the Stockholders' Agreement, the parties
hereto agree to amend Exhibit B to the Stockholders' Agreement. As amended and
restated, Exhibit B shall read in its entirety as follows:

<PAGE> 10

TERMS AND CONDITIONS

SECTION 1. First Chicago Trust Company of New York, engaged in
a joint venture known as Equiserve LP, ("First Chicago") shall mark the
appropriate legend on the face or the back of each certificate
representing shares of Class B Common Stock ("Certificate") delivered
hereunder in accordance with Section 7.1 of the Stockholders'
Agreement.

SECTION 2. (a) In the event that First Chicago receives
written notification, pursuant to the terms of the Stockholders'
Agreement, which states that shares of Class B Common Stock are to be
converted or are to be transferred otherwise than as provided under
Section 2.1 of the Stockholders' Agreement, then First Chicago shall
take such action as is required by the Stockholders' Agreement and
otherwise is in accordance with written instructions executed by the
parties to the Stockholders' Agreement who are transferring, converting
or acquiring the shares of Class B Common Stock represented by such
Certificates.

(b) In the event that such written notification states that
shares of Class B Common Stock are to be transferred by a Participating
Stockholder as provided under Section 2.1 of the Stockholders'
Agreement, then First Chicago shall take such action as is required by
the Stockholders' Agreement and otherwise is in accordance with the
written instructions of the Participating Stockholder making such
transfer and may, as a condition to taking any such action, require the
furnishing of affidavits, or other proof as it deems necessary to
establish that such transfer is permitted by such Section 2.1.

SECTION 3. DUTIES AND ADVERSE CLAIMS. The duties and
obligations of First Chicago shall be determined solely by the express
provisions of the Stockholders' Agreement, including this EXHIBIT B. In
the event of any disagreement or the presentation of any adverse claim
or demand in connection with rights and duties of First Chicago, First
Chicago shall, at its option, be entitled to refuse to comply with any
such claims or demands during the continuance of such disagreements and
in so doing, First Chicago shall not become liable to any party to the
Stockholders' Agreement or to any other person due to its failure to
comply with such adverse claim or demand. First Chicago shall be
entitled to continue, without liability, to refrain and refuse to act:

(a) Until authorized to act by a court order from a court
having jurisdiction over the parties and the property, after which

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time First Chicago shall be entitled to act in conformity with such
adjudication; or

(b) Until all differences shall have been adjusted by
agreement and First Chicago shall have been notified thereof and shall
have been directed in writing, signed jointly or in counterpart by all
persons making adverse claims or demands, at which time First Chicago
shall be protected in acting in compliance therewith.

SECTION 4. FIRST CHICAGO'S LIABILITY LIMITED. First Chicago
shall not be liable to anyone whatsoever by reason of any error of
judgment or for any act done or step taken or omitted by it in good
faith or for any mistake of fact or law or for anything which it may do
or refrain from doing in connection herewith unless caused by or
arising out of its own gross negligence or willful misconduct. The
parties to the Stockholders' Agreement represent to First Chicago that
they have and shall continue to solicit the advice of their respective
counsel regarding compliance with all applicable state and federal
securities laws in connection with the transactions contemplated by the
Stockholders' Agreement and that they will act in accordance with such
advice. First Chicago shall have no responsibility to ensure compliance
with any such securities laws, and such responsibility rests solely
with the parties to the Stockholders' Agreement.

SECTION 5. RELIANCE BY FIRST CHICAGO ON DOCUMENTS, ETC. First
Chicago shall be entitled to rely and shall be protected in acting in
reliance upon any instructions or directions furnished to it in writing
pursuant to any provisions of the Stockholders' Agreement and shall be
entitled to treat as genuine, and as the document it purports to be,
any letter, paper or other document furnished to it and believed by it
to be genuine and to have been signed and presented by the proper party
or parties.

SECTION 6. INDEMNIFICATION AND LEGAL COUNSEL FOR FIRST
CHICAGO. The parties to the Stockholders' Agreement hereby agree to
indemnify First Chicago and save it harmless from and against all
losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal
fees incurred by First Chicago and arising directly or indirectly out
of its role as Depository pursuant to the Stockholders' Agreement,
including such losses, damages, costs, charges, payments, and suits
made or asserted, whether groundless or otherwise, against First
Chicago unless the same arise out of the willful misconduct or gross
negligence of First Chicago. The parties to the Stockholders' Agreement
agree that First Chicago does not assume any responsibility for the
failure of any of the parties to make payments or perform the
conditions of the

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Stockholders' Agreement, nor shall First Chicago be responsible for the
collection of any monies provided to be paid to it. First Chicago may
consult with counsel of its own choice (including inside counsel for
First Chicago) and shall have full and complete authorization and
protection for any action taken or suffered by it hereunder in good
faith and in accordance with the opinion of such counsel. The
provisions of this Section 6 shall survive termination of the
arrangement contemplated hereby.

SECTION 7. COMPENSATION. The parties to the Stockholders'
Agreement agree to pay First Chicago reasonable compensation for the
services to be rendered hereunder and will pay or reimburse First
Chicago upon request for all expenses, disbursements and advances,
including reasonable attorneys' fees, incurred or made by it in
connection with carrying out its duties hereunder.

SECTION 8. RESIGNATION AND DISMISSAL. First Chicago shall have
the right to resign, and Participating Stockholders owning 66-2/3
percent of the shares of Class B Common Stock subject to the
Stockholders' Agreement shall have the right to dismiss First Chicago,
in each case upon giving thirty (30) days written notice by mailing
said written notice thereof to the proper party or parties; PROVIDED,
HOWEVER, that no such resignation or dismissal shall become effective
until a successor has been duly appointed to act as Depository by
amendment to the Stockholders' Agreement and such successor has agreed
so to act.

2. GENERAL. As amended hereby, the Stockholders' Agreement is and shall

remain in full force and effect in accordance with its terms and conditions.

3. 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.

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IN WITNESS WHEREOF, the Participating Stockholders, the Corporation and

First Chicago 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.

First Chicago Trust Company
of New York, engaged in a
joint venture known as
Equiserve LP

By: /s/ KEVIN LAURITA
---------------------------
Name: Kevin Laurita
Title: Senior Account Manager

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NACCO INDUSTRIES, INC.

By: /s/ CHARLES A. BITTENBENDER
-----------------------------
Name: Charles A. Bittenbender
Title: Vice President, General
Counsel and Secretary

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/s/ CLARA L.T. RANKIN
-----------------------------
Clara L. T. Rankin

-7-
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/s/ ALFRED M. RANKIN, JR.
-------------------------
Alfred M. Rankin, Jr.

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/s/ VICTOIRE G. RANKIN
---------------------------
Victoire G. Rankin

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<PAGE> 18

/s/ HELEN RANKIN BUTLER
----------------------------------
Helen Butler (fka Helen P. Rankin)

-10-

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/s/ CLARA R. WILLIAMS
----------------------------
Clara T. Rankin Williams
(fka Clara T. Rankin)

-11-
<PAGE> 20

/s/ THOMAS T. RANKIN
----------------------------
Thomas T. Rankin

-12-
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/s/ MATTHEW M. RANKIN
--------------------------------
Matthew M. Rankin

-13-
<PAGE> 22

/s/ THOMAS T. RANKIN, AS CUSTODIAN
----------------------------------
James T. Rankin by Thomas T. Rankin
as custodian

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/s/ CLAIBORNE R. RANKIN
----------------------------
Claiborne R. Rankin

-15-
<PAGE> 24

/s/ CHLOE O. RANKIN
----------------------------
Chloe O. Rankin

-16-
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/s/ CLAIBORNE R. RANKIN, AS CUSTODIAN
-------------------------------------
Julia L. Rankin by Claiborne R. Rankin
as custodian

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/s/ CLAIBORNE R. RANKIN, AS TRUSTEE
--------------------------------------
Chloe E. Rankin by Claiborne R. Rankin
as trustee

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/s/ CLAIBORNE R. RANKIN, AS CUSTODIAN
-------------------------------------
Claiborne R. Rankin, Jr. by
Claiborne R. Rankin as custodian

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/s/ ROGER F. RANKIN
------------------------------------
Roger F. Rankin

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/s/ BRUCE T. RANKIN
----------------------------
Bruce T. Rankin

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/s/ FRANK E. TAPLIN, JR.
--------------------------------
Frank E. Taplin

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/s/ MARGARET E. TAPLIN
--------------------------------
Margaret E. Taplin

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/s/ ANDREW L. FABENS III, ATTORNEY-IN-FACT
--------------------------------------------
Elizabeth E. Brown, by Andrew L. Fabens III,
Attorney-in-Fact

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/s/ MARTHA S. KELLY
-----------------------------------
Martha S. Kelly

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/s/ SUSAN SICHEL
-----------------------------------
Susan Sichel (fka Susan S. Panella)

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/s/ JENNIFER TAPLIN JEROME
----------------------------------
Jennifer T. Jerome

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/s/ CAROLINE T. RUSCHELL
-------------------------------
Caroline T. Ruschell

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/s/ DAVID F. TAPLIN
-------------------------------
David F. Taplin

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/s/ THOMAS E. TAPLIN
----------------------------
Thomas E. Taplin

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/s/ BEATRICE B. TAPLIN
-------------------------------
Beatrice B. Taplin

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/s/ THOMAS E. TAPLIN, JR.
-------------------------
Thomas E. Taplin, Jr.

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/s/ THEODORE D. TAPLIN
------------------------------
Theodore D. Taplin

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/s/ BRITTON T. TAPLIN
--------------------------------
Britton T. Taplin

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/s/ FRANK F. TAPLIN
--------------------------------
Frank F. Taplin

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/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement,
dated December 18, 1963, among National City
Bank, as trustee, Clara T. Rankin, Thomas E.
Taplin and Frank E. Taplin, for the benefit
of Elizabeth E. Brown.

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/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
September 24, 1958, as supplemented and
amended, between National City Bank, as
trustee, and Edith F. Taplin, for the
benefit of grandchildren.

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/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
December 15, 1976, between National City
Bank, as trustee, and Frank E. Taplin, for
the benefit of grandchildren.

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/s/ LEIGH CARTER, VICE PRESIDENT
------------------------------------------
The Trust created under the Agreement, dated
December 28, 1976, between National City
Bank, as trustee, and Thomas E. Taplin, for
the benefit of Theodore D. Taplin.

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/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
December 28, 1976, between National City
Bank, as trustee, and Thomas E. Taplin, for
the benefit of Thomas E. Taplin, Jr.

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/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
December 28, 1976, between National City
Bank, as trustee, and Clara L.T. Rankin, for
the benefit of grandchildren.

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/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
January 11, 1965, as supplemented, amended
and restated, between National City Bank, as
trustee, and Alfred M. Rankin, for the
benefit of Alfred M. Rankin.

-44-
<PAGE> 53

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
July 12, 1967, as supplemented, amended and
restated, between National City Bank, as
trustee, and Clara L.T. Rankin, for the
benefit of Clara L.T. Rankin.

-45-
<PAGE> 54

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
August 30, 1967, as supplemented, amended
and restated, between National City Bank, as
trustee, and Alfred M. Rankin, Jr., for the
benefit of Alfred M. Rankin, Jr.

-46-
<PAGE> 55

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
July 1, 1969, as supplemented, amended and
restated, between National City Bank, as
trustee, and Victoire G. Rankin, for the
benefit of Victoire G. Rankin.

-47-
<PAGE> 56

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
December 29, 1967, as supplemented, amended
and restated, between National City Bank, as
trustee, and Thomas T. Rankin, for the
benefit of Thomas T. Rankin.

-48-
<PAGE> 57

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
June 22, 1971, as supplemented, amended and
restated, between National City Bank, as
trustee, and Claiborne R. Rankin, for the
benefit of Claiborne R. Rankin.

-49-
<PAGE> 58

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
September 11, 1973, between National City
Bank, as trustee, and Roger F. Rankin, for
the benefit of Roger F. Rankin.

-50-
<PAGE> 59

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
August 12, 1974, between National City Bank,
as trustee, and Bruce T. Rankin, for the
benefit of Bruce T. Rankin.

-51-
<PAGE> 60

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
December 11, 1957, as supplemented, amended
and restated, between National City Bank, as
trustee, and Frank E. Taplin, for the
benefit of Frank E. Taplin.

-52-
<PAGE> 61

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
January 21, 1966, as supplemented, amended
and restated, between National City Bank, as
trustee, and Thomas E. Taplin, for the
benefit of Thomas E. Taplin.

-53-
<PAGE> 62

-54-
<PAGE> 63

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
October 15, 1975, between National City
Bank, as trustee, and Theodore D. Taplin,
for the benefit of Theodore D. Taplin.

-55-
<PAGE> 64

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
December 30, 1977, as supplemented, amended
and restated, between National City Bank, as
trustee, and Britton T. Taplin, for the
benefit of Britton T. Taplin.

-56-
<PAGE> 65

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
The Trust created under the Agreement, dated
June 13, 1981, as supplemented, amended and
restated, between National City Bank, as
trustee, and Frank F. Taplin, for the
benefit of Frank F. Taplin.

-57-
<PAGE> 66

/s/ ALFRED M. RANKIN, JR.
--------------------------------------------
The Trust created under the Agreement, dated
December 29, 1989, between Alfred M. Rankin,
Jr., as trustee, and Clara T. Rankin for the
benefit of Clara T. Rankin.

-58-
<PAGE> 67

/s/ ALFRED M. RANKIN, JR.
--------------------------------------------
The Trust created under the Agreement, dated
December 29, 1989, between Alfred M. Rankin,
Jr., as trustee, and Helen P. Rankin for the
benefit of Helen P. Rankin.

-59-
<PAGE> 68

/s/ LEIGH CARTER, VICE PRESIDENT
--------------------------------------------
National City Bank as agent under the
Agreement, dated July 16, 1969 with Margaret
E. Taplin.

-60-
<PAGE> 69

/s/ ALFRED M. RANKIN, JR.
--------------------------------------
Rankin Management, Inc.

-61-
<PAGE> 70

/s/ ALFRED M. RANKIN, JR.
---------------------------------------------
Rankin Associates I, L.P. (fka CTR Family
Associates, L.P.)

-62-
<PAGE> 71

/s/ THOMAS T. RANKIN, AS CUSTODIAN
-------------------------------------------
Thomas T. Rankin as custodian for
Thomas Parker Rankin

-63-
<PAGE> 72

/s/ ALISON A. RANKIN
-------------------------------------------
Alison A. Rankin, as trustee fbo Anne Rankin
under Irrevocable Trust No. 1, dated
December 18, 1997 with Roger Rankin as
Grantor.

-64-
<PAGE> 73

/s/ ALISON A. RANKIN
--------------------------------------------
Alison A. Rankin, as trustee fbo Elisabeth
Rankin under Irrevocable Trust No. 1, dated
December 18, 1997 with Roger Rankin as
Grantor.

-65-
<PAGE> 74

/s/ ALFRED M. RANKIN, JR.
------------------------------
Rankin Associates II, L.P.

-66-
<PAGE> 75

/s/ JOHN C. BUTLER, JR.
-----------------------------
John C. Butler, Jr.

-67-
<PAGE> 76

/s/ JOHN C. BUTLER, JR.
-------------------------------------------
John C. Butler, Jr. as custodian for Clara
Rankin Butler

-68-
<PAGE> 77

/s/ CORBIN K. RANKIN
----------------------------------
Corbin Rankin

-69-
<PAGE> 78

/s/ ALISON A. RANKIN
---------------------------------
Alison A. Rankin

-70-
<PAGE> 79

/s/ FRANK F. TAPLIN
--------------------------------------------
The Trust created under the Agreement, dated
July 24, 1998, as amended, between Frank F.
Taplin, as trustee, and Frank F. Taplin, for
the benefit of Frank F. Taplin.

-71-
<PAGE> 80
Exhibit 22

AMENDMENT TO STOCKHOLDERS' AGREEMENT

This AMENDMENT TO STOCKHOLDERS' AGREEMENT is dated as of November 30,
1999 (this "Amendment"), by and among First Chicago Trust Company of New York,
engaged in a joint venture known as Equiserve LP, as depository ("First
Chicago"), the Participating Stockholders under the Stockholders' Agreement,
dated as of March 15, 1990, as amended (the "Stockholders' Agreement"), and
NACCO Industries, Inc., a Delaware corporation (the "Corporation"). Capitalized
terms defined in the Stockholders' Agreement are used herein as so defined.

In consideration of the mutual promises hereinafter set forth and other
good and valuable consideration had and received, the parties hereto agree that
Section 11 of the Stockholders' Agreement is hereby amended and restated as
follows:

1. AMENDMENT TO STOCKHOLDERS' AGREEMENT TO REVISE POWER OF ATTORNEY.

(a) Pursuant to Section 11 of the Stockholders' Agreement, the parties
hereto agree that from and after the date hereof all references to Power of
Attorney in the Stockholders' Agreement shall be to the amended and restated
Section 11.

(b) Pursuant to the Stockholders' Agreement, the parties hereto agree
to amend Section 11 to the Stockholders' Agreement. As amended and restated,
Section 11 shall read in its entirety as follows:

Each of the undersigned Participating Stockholders hereby
constitutes and appoints Frank E. Taplin, Thomas E. Taplin, Alfred
M. Rankin, Jr., Dennis W. LaBarre, Thomas C. Daniels, 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 and all capacities to:

(a) execute any and all statements under
Section 13 or Section 16 of the Securities Exchange Act of
1934 of beneficial ownership of shares of Class B Common
Stock

<PAGE> 81

subject to this Agreement, including all statements on
Schedule 13D and all amendments thereto, all joint filing
agreements pursuant to Rule 13d-1(f)(iii) under such Exchange
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 Charitable Organization becomes a
Participating Stockholder or any other Amendment that does
not require approval of 662/3 percent of the shares of Class
B Common Stock subject to this Agreement pursuant to Section
8 of the Agreement, including, without limitation, a change
in the depository, thereby 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 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 11. The grant of this
power of attorney shall not be affected by any disability of
such undersigned individual Participating Stockholder. If
applicable law requires additional or substituted language or
formalities (including witnesses or acknowledgments) in order
to validate the power of attorney intended to be granted by
this Section 11, each 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.

2. GENERAL. As amended hereby, the Stockholders' Agreement is and shall
remain in full force and effect in accordance with its term and conditions.

3. 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.

-2-
<PAGE> 82

IN WITNESS WHEREOF, the Participating Stockholders, the Corporation and
First Chicago 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.

First Chicago Trust Company
of New York, engaged in a
joint venture known as
Equiserve LP

By: /s/ KEVIN LAURITA
--------------------------------
Name: Kevin Laurita
Title: Senior Account Manager

-3-
<PAGE> 83

NACCO INDUSTRIES, INC.

By: /s/ CHARLES A. BITTENBENDER
---------------------------------
Name: Charles A Bittenbender
Title: Vice President, General
Counsel and Secretary

-4-
<PAGE> 84

/s/ CLARA L.T. RANKIN
---------------------------------
Clara L. T. Rankin

-5-
<PAGE> 85

/s/ ALFRED M. RANKIN, JR.
-------------------------------
Alfred M. Rankin, Jr.

-6-
<PAGE> 86

/s/ VICTOIRE G. RANKIN
-----------------------------------
Victoire G. Rankin

-7-
<PAGE> 87

/s/ HELEN RANKIN BUTLER
-----------------------------------
Helen Butler (fka Helen P. Rankin)

-8-
<PAGE> 88

/s/ CLARA R. WILLIAMS
---------------------------------------
Clara T. Rankin Williams
(fka Clara T. Rankin)

-9-
<PAGE> 89

/s/ THOMAS T. RANKIN
-------------------------------------
Thomas T. Rankin

-10-
<PAGE> 90

/s/ MATTHEW M. RANKIN
-------------------------------------
Matthew M. Rankin

-11-
<PAGE> 91

/s/ THOMAS T. RANKIN, as custodian
----------------------------------------
James T. Rankin by Thomas T. Rankin as
custodian

-12-
<PAGE> 92

/s/ CLAIBORNE R. RANKIN
----------------------------------------
Claiborne R. Rankin

-13-
<PAGE> 93

/s/ CHLOE O. RANKIN
----------------------------------------
Chloe O. Rankin

-14-
<PAGE> 94

/s/ CLAIBORNE R. RANKIN, as custodian
----------------------------------------
Julia L. Rankin by Claiborne R. Rankin
as custodian

-15-
<PAGE> 95

/s/ CLAIBORNE R. RANKIN, as trustee
----------------------------------------
Chloe E. Rankin by Claiborne R. Rankin
as trustee

-16-
<PAGE> 96

/s/ CLAIBORNE R. RANKIN, as custodian
----------------------------------------
Claiborne R. Rankin, Jr. by
Claiborne R. Rankin as custodian

-17-
<PAGE> 97

/s/ ROGER F. RANKIN
---------------------------------
Roger F. Rankin

-18-
<PAGE> 98

/s/ BRUCE T. RANKIN
----------------------------------
Bruce T. Rankin

-19-
<PAGE> 99

/s/ FRANK E. TAPLIN, JR.
----------------------------------
Frank E. Taplin

-20-
<PAGE> 100

/s/ MARGARET E. TAPLIN
-----------------------------------
Margaret E. Taplin

-21-
<PAGE> 101

/s/ ANDREW L. FABENS III, Attorney-in-Fact
--------------------------------------------
Elizabeth E. Brown, by Andrew L. Fabens III,
Attorney-in-Fact

-22-
<PAGE> 102

/s/ MARTHA S. KELLY
-------------------------------
Martha S. Kelly

-23-
<PAGE> 103

/s/ SUSAN SICHEL
---------------------------------------
Susan Sichel (fka Susan S. Panella)

-24-
<PAGE> 104

/s/ JENNIFER TAPLIN JEROME
----------------------------------------
Jennifer T. Jerome

-25-
<PAGE> 105

/s/ CAROLINE T. RUSCHELL
----------------------------------------
Caroline T. Ruschell

-26-
<PAGE> 106

/s/ DAVID F. TAPLIN
----------------------------------------
David F. Taplin

-27-
<PAGE> 107

/s/ THOMAS E. TAPLIN
-----------------------------------
Thomas E. Taplin

-28-
<PAGE> 108

/s/ BEATRICE B. TAPLIN
----------------------------------------
Beatrice B. Taplin

-29-
<PAGE> 109

/s/ THOMAS E. TAPLIN, JR.
------------------------------
Thomas E. Taplin, Jr.

-30-
<PAGE> 110

/s/ THEODORE D. TAPLIN
--------------------------------
Theodore D. Taplin

-31-
<PAGE> 111

/s/ BRITTON T. TAPLIN
----------------------------------
Britton T. Taplin

-32-
<PAGE> 112

/s/ FRANK F. TAPLIN
----------------------------------
Frank F. Taplin

-33-
<PAGE> 113

/s/ LEIGH CARTER, Vice President
----------------------------------------------
The Trust created under the Agreement, dated
December 18, 1963, among National City Bank,
as trustee, Clara T. Rankin, Thomas E. Taplin
and Frank E. Taplin, for the benefit of
Elizabeth E. Brown.

-34-
<PAGE> 114

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
September 24, 1958, as supplemented and
amended, between National City Bank, as
trustee, and Edith F. Taplin, for the
benefit of grandchildren.

-35-
<PAGE> 115

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
December 15, 1976, between National City
Bank, as trustee, and Frank E. Taplin, for
the benefit of grandchildren.

-36-
<PAGE> 116

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
December 28, 1976, between National City
Bank, as trustee, and Thomas E. Taplin, for
the benefit of Theodore D. Taplin.

-37-
<PAGE> 117

-38-
<PAGE> 118

-39-
<PAGE> 119

-40-
<PAGE> 120

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
December 28, 1976, between National City
Bank, as trustee, and Clara L.T. Rankin, for
the benefit of grandchildren.

-41-
<PAGE> 121

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
January 11, 1965, as supplemented, amended
and restated, between National City Bank, as
trustee, and Alfred M. Rankin, for the
benefit of Alfred M. Rankin.

-42-
<PAGE> 122

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
July 12, 1967, as supplemented, amended and
restated, between National City Bank, as
trustee, and Clara L.T. Rankin, for the
benefit of Clara L.T. Rankin.

-43-
<PAGE> 123

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
August 30, 1967, as supplemented, amended
and restated, between National City Bank, as
trustee, and Alfred M. Rankin, Jr., for the
benefit of Alfred M. Rankin, Jr.

-44-
<PAGE> 124

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
July 1, 1969, as supplemented, amended and
restated, between National City Bank, as
trustee, and Victoire G. Rankin, for the
benefit of Victoire G. Rankin.

-45-
<PAGE> 125

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
December 29, 1967, as supplemented, amended
and restated, between National City Bank, as
trustee, and Thomas T. Rankin, for the
benefit of Thomas T. Rankin.

-46-
<PAGE> 126

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
June 22, 1971, as supplemented, amended and
restated, between National City Bank, as
trustee, and Claiborne R. Rankin, for the
benefit of Claiborne R. Rankin.

-47-
<PAGE> 127

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
September 11, 1973, between National City
Bank, as trustee, and Roger F. Rankin, for
the benefit of Roger F. Rankin.

-48-
<PAGE> 128

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
August 12, 1974, between National City Bank,
as trustee, and Bruce T. Rankin, for the
benefit of Bruce T. Rankin.

-49-
<PAGE> 129

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
December 11, 1957, as supplemented, amended
and restated, between National City Bank, as
trustee, and Frank E. Taplin, for the
benefit of Frank E. Taplin.

-50-
<PAGE> 130

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
January 21, 1966, as supplemented, amended
and restated, between National City Bank, as
trustee, and Thomas E. Taplin, for the
benefit of Thomas E. Taplin.

-51-
<PAGE> 131

-52-
<PAGE> 132

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
October 15, 1975, between National City
Bank, as trustee, and Theodore D. Taplin,
for the benefit of Theodore D. Taplin.

-53-
<PAGE> 133

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
December 30, 1977, as supplemented, amended
and restated, between National City Bank, as
trustee, and Britton T. Taplin, for the
benefit of Britton T. Taplin.

-54-
<PAGE> 134

/s/ LEIGH CARTER, Vice President
--------------------------------------------
The Trust created under the Agreement, dated
June 13, 1981, as supplemented, amended and
restated, between National City Bank, as
trustee, and Frank F. Taplin, for the
benefit of Frank F. Taplin.

-55-
<PAGE> 135

-56-
<PAGE> 136

/s/ ALFRED M. RANKIN, JR.
--------------------------------------------
The Trust created under the Agreement, dated
December 29, 1989, between Alfred M. Rankin,
Jr., as trustee, and Helen P. Rankin for the
benefit of Helen P. Rankin.

-57-
<PAGE> 137

/s/ LEIGH CARTER, Vice President
--------------------------------------------
National City Bank as agent under the
Agreement, dated July 16, 1969 with Margaret
E. Taplin.

-58-
<PAGE> 138

/s/ ALFRED M. RANKIN, JR.
--------------------------------------
Rankin Management, Inc.

-59-
<PAGE> 139

/s/ ALFRED M. RANKIN, JR.
--------------------------------------------
Rankin Associates I, L.P. (fka CTR Family
Associates, L.P.)

-60-
<PAGE> 140

/s/ THOMAS T. RANKIN, as Custodian
--------------------------------------------
Thomas T. Rankin as custodian for Thomas
Parker Rankin

-61-
<PAGE> 141

/s/ ALISON A. RANKIN
--------------------------------------------
Alison A. Rankin, as trustee fbo Anne Rankin
under Irrevocable Trust No. 1, dated
December 18, 1997 with Roger Rankin as
Grantor.

-62-
<PAGE> 142

-63-
<PAGE> 143

/s/ ALFRED M. RANKIN, JR.
--------------------------------
Rankin Associates II, L.P.

-64-
<PAGE> 144

/s/ JOHN C. BUTLER, JR.
--------------------------------
John C. Butler, Jr.

-65-
<PAGE> 145

/s/ JOHN C. BUTLER, JR.
--------------------------------------------
John C. Butler, Jr. as custodian for Clara
Rankin Butler

-66-
<PAGE> 146

/s/ CORBIN K. RANKIN
--------------------------------------------
Corbin Rankin

-67-
<PAGE> 147

/s/ ALISON A. RANKIN
------------------------------------
Alison A. Rankin

-68-
<PAGE> 148

-69-
<PAGE> 149
Exhibit 23

AMENDMENT TO STOCKHOLDERS' AGREEMENT
------------------------------------

This AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of March 30, 2000
(this "Amendment"), by and among First Chicago Trust Company of New York,
engaged in a joint venture known as Equiserve, LP, as depository ("Depository"),
the Participating Stockholders under the Stockholders' Agreement, dated as of
March 15, 1990, as amended, NACCO Industries, Inc., a Delaware Corporation (the
"Corporation"), 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"). 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:

(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

-1-

<PAGE> 150

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 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)

-2-

<PAGE> 151

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.

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.

-3-

<PAGE> 152

(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
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

-4-

<PAGE> 153

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 Family Member
of the terms of the Stockholders' Agreement by the Depository,
such Family Member shall thereupon cease to be a Participating
Stockholder and

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<PAGE> 154

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, Thomas E. Taplin, Alfred M.
Rankin, Jr., Dennis W. LaBarre, Thomas C. Daniels, 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 and all capacities to:

(a) Execute any and all statements under Section 13 or Section
16 of the Securities Exchange Act of 1934 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 Exchange 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 becomes a Participating
Stockholder or any other Amendment that does not require approval of
66-2/3 percent of the shares of Class B Common Stock subject to the
Stockholders' Agreement pursuant to Section 8 of the Stockholders'
Agreement, including, without limitation, a change in the depository,
thereby 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

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<PAGE> 155

thing requisite and necessary to be done in and 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
or formalities (including witnesses or acknowledgments) 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.

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<PAGE> 156

/s/ Chloe E. Rankin
-----------------------------------
Chloe E. Rankin

Dated as of: March 25, 2000

Address: 2979 W. Schoolhouse Lane
Apartment K307B
Philadelphia, Pennsylvania 19144

Number of Shares of
Class B Common Stock
--------------------
-0-

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<PAGE> 157

/s/ James T. Rankin
----------------------------------
James T. Rankin

Dated as of: March 27, 2000

Address: 1108 Oglethorp Drive
Atlanta, Georgia 30319

Number of Shares of
Class B Common Stock
--------------------
3,187

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<PAGE> 158

First Chicago Trust Company
of New York, engaged in a
joint venture known as
Equiserve LP

By: /s/ John G. Herr
------------------------------
Name: John G. Herr
Title: Senior Account Manager

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<PAGE> 159

NACCO INDUSTRIES, INC.

By: /s/ Alfred M. Rankin, Jr.
-------------------------
Name: Alfred M. Rankin, Jr.
Title: President and Chief Executive
Officer

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<PAGE> 160

THE PARTICIPATING STOCKHOLDERS listed
in Exhibit A attached hereto and
incorporated herein by this reference

By: /s/ Alfred M. Rankin, Jr.
-------------------------
Alfred M. Rankin, Jr., Attorney-in-Fact

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<PAGE> 161

EXHIBIT A

PARTICIPATING STOCKHOLDERS
--------------------------

1. Clara L. T. Rankin

2. Alfred M. Rankin, Jr.

3. Victorie G. Rankin

4. Helen Rankin Butler (fka Helen P. Rankin)

5. Clara T. Rankin Williams (fka Clara T. Rankin)

6. Thomas T. Rankin

7. Matthew M. Rankin

8. James T. Rankin

9. Claiborne R. Rankin

10. Chloe O. Rankin

11. Julia L. Rankin (by Claiborne R. Rankin as custodian)

12. Chloe E. Rankin

13. Claiborne R. Rankin, Jr. (by Claiborne R. Rankin as custodian)

14. Roger F. Rankin

15. Bruce T. Rankin

16. Frank E. Taplin

17. Margaret E. Taplin
18. Elizabeth E. Brown (by Andrew L. Fabens III, Attorney-in-fact)

19. Martha S. Kelly

20. Susan Sichel (fka Susan S. Panella)

21. Jennifer T. Jerome

22. Caroline T. Ruschell

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<PAGE> 162

23. David F. Taplin

24. Thomas E. Taplin

25. Beatrice B. Taplin

26. Thomas E. Taplin, Jr.

27. Theodore D. Taplin

28. Britton T. Taplin

29. Frank F. Taplin

30. Rankin Management, Inc.

31. Rankin Associates I, L.P. (fka CTR Family Associates, L.P.)

32. The Trust created under the Agreement, dated December 18, 1963, among
National City Bank, as trustee, Clara T. Rankin, Thomas E. Taplin and
Frank E. Taplin, for the benefit of Elizabeth E. Brown.

33. The Trust created under the Agreement, dated December 15, 1976, between
National City Bank, as trustee, and Frank E. Taplin, for the benefit of
grandchildren.

34. The Trust created under the Agreement, dated December 28, 1976, between
National City Bank, as trustee, and Clara L.T. Rankin, for the benefit
of grandchildren.

35. The Trust created under the Agreement, dated January 11, 1965, as
supplemented, amended and restated, between National City Bank, as
trustee, and Alfred M. Rankin, for the benefit of Alfred M. Rankin.

36. The Trust created under the Agreement, dated July 12, 1967, as
supplemented, amended and restated, between National City Bank, as
trustee, and Clara L.T. Rankin, for the benefit of Clara L.T. Rankin.

37. The Trust created under the Agreement, dated August 30, 1967, as
supplemented, amended and restated, between National City Bank, as
trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M.
Rankin, Jr.

38. The Trust created under the Agreement, dated July 1, 1969, as
supplemented, amended and restated, between National City Bank, as
trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin.

39. The Trust created under the Agreement, dated December 29, 1967, as
supplemented, amended and restated, between National City Bank, as
trustee, and Thomas T. Rankin, for the benefit of Thomas T. Rankin.

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<PAGE> 163

40. The Trust created under the Agreement, dated June 22, 1971, as
supplemented, amended and restated, between National City Bank, as
trustee, and Claiborne R. Rankin, for the benefit of Claiborne R.
Rankin.

41. The Trust created under the Agreement, dated September 11, 1973,
between National City Bank, as trustee, and Roger F. Rankin, for the
benefit of Roger F. Rankin.

42. The Trust created under the Agreement, dated August 12, 1974, between
National City Bank, as trustee, and Bruce T. Rankin, for the benefit of
Bruce T. Rankin.

43. The Trust created under the Agreement, dated December 11, 1957, as
supplemented, amended and restated, between National City Bank, as
trustee, and Frank E. Taplin, for the benefit of Frank E. Taplin.

44. The Trust created under the Agreement, dated January 21, 1966, as
supplemented, amended and restated, between National City Bank, as
trustee, and Thomas E. Taplin, for the benefit of Thomas E. Taplin.

45. The Trust created under the Agreement, dated December 28, 1976, between
National City Bank, as trustee, and Thomas E. Taplin, Jr., for the
benefit of Thomas E. Taplin, Jr.

46. The Trust created under the Agreement, dated October 15, 1975, between
National City Bank, as trustee, and Theodore D. Taplin, for the benefit
of Theodore D. Taplin.

47. The Trust created under the Agreement, dated December 30, 1977, as
supplemented, amended and restated, between National City Bank, as
trustee, and Britton T. Taplin for the benefit of Britton T. Taplin.

48. The Trust created under the Agreement, dated December 29, 1989, between
Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin for the benefit
of Clara T. Rankin.

49. The Trust created under the Agreement, dated December 29, 1989, between
Alfred M. Rankin, Jr., as trustee, and Helen P. Rankin for the benefit
of Helen P. Rankin.

50. Corbin Rankin

51. Alison A. Rankin

52. National City Bank as agent under the Agreement, dated July 16, 1969,
with Margaret E. Taplin.

53. Thomas Parker Rankin (by Thomas T. Rankin as custodian)

54. Alison A. Rankin, as trustee fbo Anne Rankin under Irrevocable Trust
No. 1, dated December 18, 1997 with Roger Rankin as Grantor.

55. Alison A. Rankin, as trustee fbo Elisabeth Rankin under Irrevocable
Trust No. 1, dated December 18, 1997 with Roger Rankin as Grantor.

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<PAGE> 164

56. Rankin Associates II, L.P.

57. John C. Butler, Jr.

58. Clara Rankin Butler (by John C. Butler, Jr. as custodian)

59. The Trust created under the Agreement, dated July 24, 1998, as amended,
between Frank F. Taplin, as trustee, and Frank F. Taplin, for the
benefit of Frank F. Taplin.

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