<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 5)
NACCO INDUSTRIES, INC.
--------------------------------------------------------------------------------
(NAME OF ISSUER)
CLASS A COMMON STOCK
--------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
629579 10 3
-------------------------------------------------------
(CUSIP NUMBER)
ALFRED M. RANKIN, JR.
5875 LANDERBROOK DRIVE
MAYFIELD HEIGHTS, OHIO 44124-4017
(440) 449-9600
--------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
October 31, 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 WHICH IS THE SUBJECT OF THIS 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 ("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 10 3 13D Page 2 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alfred M. Rankin, Jr.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
177,870
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 906,391
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
177,870
---------------------------------------------
10 SHARED DISPOSITIVE POWER
906,391
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,084,261
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
-------------------------------- -----------------------------
CUSIP No. 629579 10 3 13D Page 3 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas T. Rankin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
87,871
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 752,269
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
87,871
---------------------------------------------
10 SHARED DISPOSITIVE POWER
752,269
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
840,140
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 4 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Claiborne R. Rankin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
83,828
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 760,271
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
83,828
---------------------------------------------
10 SHARED DISPOSITIVE POWER
760,271
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,099
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.9 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 5 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger F. Rankin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
115,137
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 744,838
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
115,137
---------------------------------------------
10 SHARED DISPOSITIVE POWER
744,838
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,975
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.2 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 6 of 18 Pages
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,522
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 29,766
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
6,522
---------------------------------------------
10 SHARED DISPOSITIVE POWER
774,583
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,583
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 7
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 7 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew M. Rankin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 10,574
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
---------------------------------------------
10 SHARED DISPOSITIVE POWER
748,869
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,869
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.5 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 8
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 8 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
9,274
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
9,274
---------------------------------------------
10 SHARED DISPOSITIVE POWER
738,295
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
747,569
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.5 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 9
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 9 of 18 Pages
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,400
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 119,280
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
2,400
---------------------------------------------
10 SHARED DISPOSITIVE POWER
857,575
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,975
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 10
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 10 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victoire G. Rankin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
17,156
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 328,810
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
17,156
---------------------------------------------
10 SHARED DISPOSITIVE POWER
1,067,105
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,084,261
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 11
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 11 of 18 Pages
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,400
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 98,445
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
3,400
---------------------------------------------
10 SHARED DISPOSITIVE POWER
836,740
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
840,140
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 12
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 12 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chloe O. Rankin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
8,100
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 97,704
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
8,100
---------------------------------------------
10 SHARED DISPOSITIVE POWER
835,999
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,099
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 13
----------------------------------- ------------------------------
CUSIP No. 629579 10 3 13D Page 13 of 18 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID B. WILLIAMS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 24,966
OWNED BY ---------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
---------------------------------------------
10 SHARED DISPOSITIVE POWER
763,261
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
763,261
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 14
CUSIP No. 629579 10 3 13D Page 14 of 18 Pages
This Amendment No. 5 to Schedule 13D (this "Amendment") is
hereby filed to update and supplement certain information with respect to
beneficial ownership of shares of Class A Common Stock (the "Class A Common") of
NACCO Industries, Inc. (the "Company") that appeared in the Schedule 13D filed
by the Reporting Persons on February 18, 1998 (the "Initial filing"), as amended
on March 30, 1998 (the "Amendment No. 1"), as amended on April 9, 1998 (the
"Amendment No. 2"), as amended on January 11, 1999 (the "Amendment No. 3"), as
amended on May 14, 1999 (the "Amendment No. 4") (collectively, the "Filings").
This Amendment reflects certain gifts of partnership interests in Rankin
Associates II, L.P. (the "Partnership") made by Mrs. Clara L.T. Rankin (one of
the Reporting Persons under the Initial Filing) effective October 31, 2000 to
certain of Mrs. Rankin's descendants and spouses thereof, either in their
individual capacities or in their capacities as trustees for trusts created for
the benefit of certain of Mrs. Rankin's descendants and spouses thereof
("Donees"). Certain of the Donees are Reporting Persons under the Filings. This
Amendment also reflects certain gifts effective October 31, 2000 of partnership
interests in the Partnership by: (i) Alfred M. Rankin, Jr. (one of the Reporting
Persons under the Initial Filing) and Victoire G. Rankin to their descendants
and spouses thereof; and (ii) Roger F. Rankin (one of the Reporting Persons
under the Initial Filing) and Alison A. Rankin to their descendants. In
addition, this Amendment reflects grants of shares of Class A Common as of
February 9, 2000 to certain Reporting Persons pursuant to the Company's
Executive Long-Term Compensation Plan. This Amendment is filed in order to
provide information with respect to a Donee who is not a Reporting Person under
the Filings ("New Reporting Person"), to disclose each New Reporting Person's
beneficial ownership of all 738,295 shares of Class A Common held by such
person and to update certain information regarding the beneficial ownership of
Class A Common held by such person and to update certain information regarding
the beneficial ownership of Class A Common held by Reporting Persons other than
the New Reporting Person. Effective as of October 31, 2000, the New Reporting
Person has become a Partner under the Partnership Agreement, and, as of October
31, 2000, all references to Reporting Persons, Reporting Individuals and
Partners in the Filings and this Amendment shall include the New Reporting
Person. This Amendment discloses only changes in information from the Filings.
Capitalized terms used herein but not defined herein shall have the meanings
assigned to such terms in the Initial Filing.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) Following the entry for Chloe O. Rankin which appears
in Amendment No. 3, insert the following information with respect to the New
Reporting Person:
DAVID B. WILLIAMS. Mr. Williams' business address is Williams,
Collins & Bax, P.C., 111 West Washington, Suite 820, Chicago, Illinois 60602. He
is an attorney.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The sixth paragraph under the heading "Item 5. Interest
in Securities of the Issuer" in the Amendment No. 4 reporting the beneficial
ownership of Class A Common by Alfred M. Rankin, Jr. is hereby deleted and
replaced in its entirety as follows:
ALFRED M. RANKIN, JR. Mr. Rankin (a) shares with National City
Bank a national banking association ("NCB"), the power to vote and dispose of
2,000 shares of Class A Common pursuant to the Agreement with Clara L.T. Rankin
dated September 22, 1988, creating a charitable trust for 20 years and then for
the benefit of her grandchildren; (b) shares with NCB the power to vote and
dispose of 43,200 shares of Class A Common pursuant to the Agreement with Clara
L.T. Rankin dated July 12, 1967, creating a trust for the benefit of her
grandchildren; (c) shares with NCB the power to vote and dispose of 26,608
shares of Class A Common held by the AM Rankin, Sr. Trust A for the benefit of
grandchildren; (d) shares with Helen Rankin Butler the power to vote and dispose
of 29,766 shares of Class A Common held in trust for the benefit of Helen Rankin
Butler; (e) shares with Clara T. (Rankin) Williams the power to vote and dispose
of 24,966 shares of Class A Common held in trust for the benefit of Clara T.
(Rankin) Williams; (f) shares the power to dispose of 738,295 shares of Class A
Common with RMI and the other Reporting Individuals; (g) has the sole power to
vote and dispose of 163,870 shares of Class A Common under the Agreement dated
September 28, 2000, creating a trust for the benefit of Mr. Rankin; (h) shares
with NCB the power to vote and dispose of 24,400 shares of Class A Common held
in trust for the benefit of Clara L. T. Rankin under the Agreement, dated
January 5, 1977; (i) has the sole power to vote and dispose of an additional
14,000 shares of Class A Common; and (j) is deemed to share with his spouse the
power to vote and dispose of 17,156 shares of Class A Common owned by his spouse
(Victoire G. Rankin) because she resides with him. Collectively, the 1,084,261
shares of Class A Common beneficially owned by Mr. Rankin constitute
approximately 16.6% of the Class A Common outstanding as of October 31,
<PAGE> 15
CUSIP No. 629579 10 3 13D Page 15 of 18 Pages
2000. The business address of Helen Rankin Butler is Camp Aloha Hive, RR #1, Box
289, Fairlee, VT 05045. Mrs. Butler is employed as the Director of Camp Aloha
Hive. The business address of Clara T. (Rankin) Williams is 8550 West Bryn Mawr
Road, Suite 200, Chicago, Illinois 60631. Mrs. Williams is employed as the
Director of Business Development at ubid.com. To the knowledge of the Reporting
Persons, during the last five years, Clara T. (Rankin) Williams and Helen
Rankin Butler (individually or collectively) has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), or
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which she was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
In addition, the seventh paragraph under the heading "Item 5.
Interest in Securities of the Issuer" in the Amendment No. 3 reporting the
beneficial ownership of Class A Common by Thomas T. Rankin is hereby deleted and
replaced in its entirety as follows:
THOMAS T. RANKIN. Mr. Rankin (a) has sole power to vote and to
dispose of 84,971 shares of Class A Common under the Agreement, dated December
29, 1967, creating a revocable trust for the benefit of Mr. Rankin; (b) has sole
power to vote and dispose of 2,900 shares of Class A Common held by Mr. Rankin
as custodian for his minor son; (c) shares as Co-Trustee with his majority age
son (Matthew M. Rankin) of a trust for the benefit of such son the power to vote
and to dispose of 10,574 shares of Class A Common; (d) is deemed to share with
his spouse the power to vote and to dispose of 2,900 shares of Class A Common
Stock owned by his spouse (Corbin Rankin) and 500 shares of Class A Common held
by his spouse as custodian for their minor son because she resides with him; and
(e) shares with RMI and the other Reporting Individuals the power to dispose of
738,295 shares of Class A Common. Collectively, the 840,140 shares of Class A
Common beneficially owned by Mr. Rankin constitute approximately 12.9% of the
Class A Common outstanding as of October 31, 2000.
In addition, the eighth paragraph under the heading "Item 5.
Interest in Securities of the Issuer" in the Amendment No. 3 reporting the
beneficial ownership of Class A Common by Claiborne R. Rankin is hereby deleted
and replaced in its entirety as follows:
CLAIBORNE R. RANKIN. Mr. Rankin (a) has sole power to vote and
to dispose of 79,628 shares of Class A Common under the Agreement, dated June
22, 1971, creating a revocable trust for the benefit of Mr. Rankin; (b) has
shared power to vote and dispose of 6,160 shares of Class A Common held by Mr.
Rankin as trustee for his son; (c) has sole power to vote and dispose of 4,200
shares of Class A Common held by Mr. Rankin as custodian for his minor daughter;
(d) is deemed to share, as trustee, the power to vote and to dispose of 7,716
shares of Class A Common held in a trust for the benefit of a daughter; (e) is
deemed to share with his spouse the power to vote and dispose of 8,100 shares of
Class A Common Stock owned by his spouse (Chloe O. Rankin) because she resides
with him; and (f) shares with RMI and the other Reporting Individuals the power
to dispose of 738,295 shares of Class A Common. Collectively, the 844,099 shares
of Class A Common beneficially owned by Mr. Rankin constitute approximately
12.9% of the Class A Common outstanding as of October 31, 2000.
The ninth paragraph under the heading "Item 5. Interest in
Securities of the Issuer" in the Amendment No. 3 reporting the beneficial
ownership of Class A Common by Roger F. Rankin is hereby deleted and replaced in
its entirety as follows:
ROGER F. RANKIN. Mr. Rankin (a) has sole power to vote and to
dispose of 115,137 shares of Class A Common under the Agreement, dated September
11, 1973, creating a revocable trust for the benefit of Mr. Rankin; (b) is
deemed to share the power to vote and to dispose of 3,015 shares of Class A
Common held in trust for a daughter, and 1,128 shares of Class A Common held
in trust for another daughter, both of whom reside with Mr. Rankin (Mr. Rankin's
spouse serves as trustee of both trusts); (c) is deemed to share with his spouse
the power to vote and dispose of 2,400 shares of Class A Common Stock owned by
his spouse (Alison A. Rankin) because she resides with him; and (d) shares with
RMI and the other Reporting Individuals the power to dispose of 738,295 shares
of Class A Common. Collectively, the 859,975 shares of Class A Common
beneficially owned by Mr. Rankin constitute approximately 13.2% of the Class A
Common outstanding as of October 31, 2000.
The eleventh paragraph under the heading "Item 5. Interest in
Securities of the Issuer" which appears in the Amendment No. 4 reporting the
beneficial ownership of Class A Common by John C. Butler, Jr. is hereby deleted
and replaced in its entirety as follows:
<PAGE> 16
CUSIP No. 629579 10 3 13D Page 16 of 18 Pages
JOHN C. BUTLER, JR. Mr. Butler (a) by virtue of the Partnership
Interests received as a gift from Clara L.T. Rankin, shares with RMI and the
other Reporting Individuals the power to dispose of 738,295 shares of Class A
Common; (b) has sole power to vote and dispose of 6,367 shares of Class A Common
held by Mr. Butler, including the 2,800 shares of Class A Common held in his
individual retirement account and 155 shares of Class A Common held by Mr.
Butler as custodian for his minor daughter; and (c) is deemed to share with his
spouse the power to vote and dispose of 29,766 shares of Class A Common
beneficially owned by his spouse because she resides with him. Collectively, the
774,583 shares of Class A Common beneficially owned by Mr. Butler constitute
approximately 11.9% of the Class A Common outstanding as of October 31, 2000.
The twelfth paragraph under the heading "Item 5. Interest in
Securities of the Issuer" which appears in the Amendment No. 3 reporting the
beneficial ownership of Class A Common by Matthew M. Rankin is hereby deleted
and replaced in its entirety as follows:
MATTHEW M. RANKIN. Mr. Rankin (a) by virtue of the Partnership
Interests received as a gift from Clara L.T. Rankin, shares with RMI and the
other Reporting Individuals the power to dispose of 738,295 shares of Class A
Common; and (b) shares as Co-Trustee with his father (Thomas T. Rankin) of a
trust for his benefit the power to vote and dispose of 10,574 shares of Class A
Common. Collectively, the 748,869 of Class A Common beneficially owned by Mr.
Rankin constitute approximately 11.5% of the Class A Common outstanding as of
October 31, 2000.
The thirteenth paragraph under the heading "Item 5. Interest in
Securities of the Issuer" which appears in the Amendment No. 3 reporting the
beneficial ownership of Class A Common by James T. Rankin is hereby deleted and
replaced in its entirety as follows:
JAMES T. RANKIN. Mr. Rankin (a) by virtue of the Partnership
Interests received as a gift from Clara L.T. Rankin, shares with RMI and the
other Reporting Individuals the power to dispose of 738,295 shares of Class A
Common; and (b) has sole power to vote and dispose of 9,274 shares of Class A
Common. Collectively, the 747,569 shares of Class A Common beneficially owned by
Mr. Rankin constitute approximately 11.5% of the Class A Common outstanding as
of October 31, 2000.
The fourteenth paragraph under the heading "Item 5. Interest in
Securities of the Issuer" which appears in the Amendment No. 3 reporting the
beneficial ownership of Class A Common by Alison A. Rankin is hereby deleted and
replaced in its entirety as follows:
ALISON A. RANKIN. Mrs. Rankin (a) by virtue of the Partnership
Interests received as a gift from Clara L.T. Rankin, shares with RMI and the
other Reporting Individuals the power to dispose of 738,295 shares of Class A
Common; (b) has sole power to vote and dispose of 2,400 shares of Class A
Common; (c) is deemed to share with her spouse (Roger F. Rankin) the power to
vote and dispose of 115,137 shares of Class A Common owned by a revocable trust
for the benefit of her spouse because she resides with him; and (d) is deemed to
share the power to vote and to dispose of 3,015 shares of Class A Common held in
trust for a daughter and 1,128 shares of Class A Common held in trust for
another daughter, both of whom reside with Mrs. Rankin (Mrs. Rankin serves as
trustee under both trusts). Collectively, the 859,975 shares of Class A Common
beneficially owned by Mrs. Rankin constitute approximately 13.2% of the Class A
Common outstanding as of October 31, 2000.
The fifteenth paragraph under the heading "Item 5. Interest in
Securities of the Issuer" which appears in Amendment No. 4 reporting the
beneficial ownership of Class A Common by Victoire G. Rankin is hereby deleted
and replaced in its entirety as follows:
VICTOIRE G. RANKIN. Mrs. Rankin (a) by virtue of the
Partnership Interests received as a gift from Clara L.T. Rankin, shares with RMI
and the other Reporting Individuals the power to dispose of 738,295 shares of
Class A Common, (b) has the sole power to vote and dispose of 17,156 shares of
Class A Common, (c) is deemed to share the power to vote and dispose of 2,000
shares of Class A Common owned by a charitable trust for 20 years and then for
the benefit of the grandchildren of Clara L.T. Rankin because her spouse (Alfred
M. Rankin, Jr.) is Co-Trustee of such trust and her spouse resides with her, (d)
is deemed to share the power to vote and dispose of 43,200 shares of Class A
Common owned by a trust created for the benefit of the grandchildren of Clara
L.T. Rankin because her spouse is Co-Trustee of such trust and her spouse
resides with her, (e) is deemed to share the power to vote and dispose of 26,608
shares of Class A Common owned by a trust created for the benefit of the
grandchildren of Alfred M. Rankin, Sr. because her spouse is Co-Trustee of such
trust and her spouse resides with her, (f) is deemed to share the power to vote
and dispose of 29,766 shares of Class A Common owned by a trust created for the
benefit of Helen (Rankin) Butler because her spouse is co-trustee of such trust
and her spouse resides with her, (g) is deemed to share the power to vote and
dispose of 24,966 shares of Class A Common held in trust for the benefit of
Clara T. (Rankin) Williams because her spouse is co-trustee of such
<PAGE> 17
CUSIP No. 629579 10 3 13D Page 17 of 18 Pages
trust and her spouse resides with her, (h) is deemed to share the power to vote
and dispose of 163,870 shares of Class A Common owned by a revocable trust for
the benefit of her spouse because her spouse resides with her, (i) is deemed to
share the power to vote and dispose of an additional 14,000 shares of Class A
Common owned by her spouse because her spouse resides with her; and (j) is
deemed to share the power to vote and dispose of 24,400 shares of Class A Common
held in trust for the benefit of Clara L. T. Rankin because her spouse is
Co-Trustee of such trust and her spouse resides with her. Collectively, the
1,084,261 shares of Class A Common constitute approximately 16.6% of the Class A
Common outstanding as of October 31, 2000.
The sixteenth paragraph under the heading "Item 5. Interest in
Securities of the Issuer" which appears in Amendment No. 3 reporting the
beneficial ownership of Class A Common by Corbin Rankin is hereby deleted and
replaced in its entirety as follows:
CORBIN RANKIN. Mrs. Rankin (a) by virtue of the Partnership
Interests received as a gift from Clara L.T. Rankin, shares with RMI and the
other Reporting Individuals the power to dispose of 738,295 shares of Class A
Common, (b) has sole power to vote and dispose of 2,900 shares of Class A Common
held by Mrs. Rankin and 500 shares of Class A Common held by Mrs. Rankin as
custodian for her minor son, (c) is deemed to share with her spouse (Thomas T.
Rankin) the power to vote and dispose of 84,971 shares of Class A Common owned
by a revocable trust for the benefit of her spouse because her spouse resides
with her, (d) is deemed to share with her spouse the power to vote and dispose
of 2,900 shares of Class A Common held by her spouse as custodian for their
minor son because her spouse resides with her, (e) is deemed to share the power
to vote and dispose of 10,574 shares of Class A Common held by a trust for the
benefit of her majority age son because her spouse is Co-Trustee of such trust
and her spouse resides with her. Collectively, the 840,140 shares of Class A
Common beneficially owned by Mrs. Rankin constitute approximately 12.9% of the
Class A Common outstanding as of October 31, 2000.
The seventeenth paragraph under the heading "Item 5. Interest
in Securities of the Issuer" which appears in Amendment No. 3 reporting the
beneficial ownership of Class A Common by Chloe O. Rankin is hereby deleted and
replaced in its entirety as follows:
CHLOE O. RANKIN. Mrs. Rankin (a) by virtue of the Partnership
Interests received as a gift from Clara L.T. Rankin, shares with RMI and the
other Reporting Individuals the power to dispose of 738,295 shares of Class A
Common, (b) is deemed to share the power to vote and dispose of 79,628 shares of
Class A Common owned by a revocable trust created for the benefit of her spouse
(Claiborne R. Rankin) because her spouse resides with her, (c) is deemed to
share the power to vote and dispose of 6,160 shares of Class A Common held by
her spouse as trustee for their son, (d) is deemed to share the power to vote
and dispose of 4,200 shares of Class A Common held by her spouse as custodian
for their minor daughter, and (e) is deemed to share the power to vote and
dispose of 7,716 shares of Class A Common held in trust for the benefit of a
daughter because her spouse is trustee of such trust and her spouse resides with
her and (f) has sole power to vote and dispose of 8,100 shares of Class A Common
owned by Mrs. Rankin. Collectively, the 844,099 shares of Class A Common
beneficially owned by Mrs. Rankin constitute approximately 12.9% of the Class A
Common outstanding as of October 31, 2000.
Following the entry for Chloe O. Rankin which appears in
Amendment No. 3, insert the following information with respect to the New
Reporting Person:
DAVID B. WILLIAMS. Mr. Williams (a) by virtue of the
Partnership Interests he received as a gift from Clara L.T. Rankin and from
Alfred M. Rankin, Jr. and Victoire G. Rankin, shares with RMI and the other
Reporting Individuals the power to dispose of 738,295 shares of Class A Common,
and (b) is deemed to share with his spouse the power to vote and dispose of
24,966 shares of Class A Common beneficially owned by his spouse because she
resides with him. Collectively, the 763,261 shares of Class A Common
beneficially owned by Mr. Williams constitute approximately 11.7% of the Class A
Common outstanding as of October 31, 2000.
<PAGE> 18
CUSIP No. 629579 10 3 13D Page 18 of 18 Pages
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: November 13, 2000
Name: RANKIN ASSOCIATES II, L.P.
By: Rankin Management, Inc.,
its Managing Partner
By: /s/ Alfred M. Rankin, Jr.
--------------------------------------------
Alfred M. Rankin, Jr., President
Name: RANKIN MANAGEMENT, INC.
By: /s/ Alfred M. Rankin, Jr.
--------------------------------------------
Alfred M. Rankin, Jr., President
REPORTING INDIVIDUALS
/s/ Alfred M. Rankin, Jr.*
------------------------------------------------------
Name: ALFRED M. RANKIN, JR.
Name: RANKIN MANAGEMENT, INC.
By: /s/ Alfred M. Rankin, Jr.
--------------------------------------------------
Alfred M. Rankin, Jr., President
Attorney-in-Fact for Clara L.T. Rankin*
Attorney-in-Fact for Thomas T. Rankin*
Attorney-in-Fact for Claiborne R. Rankin*
Attorney-in-Fact for Roger F. Rankin*
Attorney-in-Fact for Bruce T. Rankin*
Attorney-in-Fact for John C. Butler, Jr.*
Attorney-in-Fact for Matthew M. Rankin*
Attorney-in-Fact for James T. Rankin*
Attorney-in-Fact for Alison A. Rankin*
Attorney-in-Fact for Victoire G. Rankin*
Attorney-in-Fact for Corbin Rankin*
Attorney-in-Fact for Chloe O. Rankin*
Attorney-in-Fact for David B. Williams*
---------------------------------
* The power of attorney authorizing the above named individuals to act on
behalf of each of the foregoing Reporting Persons is included in
Exhibit 2 at page 16 and in Exhibit 4 at pages 25 through 26 of the
Initial Filing.
