NACCO INDUSTRIES INC, DEF 14A, 2000-04-03

NACCO INDUSTRIES INC
DEF 14A, 2000-04-03
INDUSTRIAL TRUCKS, TRACTORS, TRAILORS & STACKERS

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>

NACCO INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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[LOGO] NACCO INDUSTRIES, INC.
5875 LANDERBROOK DRIVE
MAYFIELD HEIGHTS, OHIO 44124-4017

NOTICE OF ANNUAL MEETING

The Annual Meeting of stockholders of NACCO Industries, Inc. (the
"Company") will be held on Wednesday, May 10, 2000, at 9:00 A.M., at 5875
Landerbrook Drive, Mayfield Heights, Ohio, for the following purposes:

(1) To elect twelve directors for the ensuing year.

(2) To confirm the appointment of the independent certified public
accountants of the Company for the current fiscal year.

(3) To transact such other business as may properly come before the
meeting.

The Board of Directors has fixed the close of business on March 17, 2000 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting or any adjournment thereof.

CHARLES A. BITTENBENDER
Secretary

April 3, 2000

THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1999 IS BEING
MAILED TO STOCKHOLDERS CONCURRENTLY HEREWITH. THE ANNUAL REPORT CONTAINS
FINANCIAL AND OTHER INFORMATION ABOUT THE COMPANY, BUT IS NOT INCORPORATED INTO
THE PROXY STATEMENT AND IS NOT DEEMED TO BE A PART OF THE PROXY SOLICITING
MATERIAL.
------------------------

PLEASE PROMPTLY FILL OUT, SIGN, DATE AND MAIL THE ENCLOSED FORM(S) OF PROXY
IF YOU DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING. IF YOU HOLD SHARES OF
BOTH CLASS A COMMON STOCK AND CLASS B COMMON STOCK, TWO FORMS OF PROXY ARE
ENCLOSED AND BOTH SHOULD BE FILLED OUT AND RETURNED. A SELF-ADDRESSED ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
<PAGE> 3

[LOGO] NACCO INDUSTRIES, INC.
5875 LANDERBROOK DRIVE
MAYFIELD HEIGHTS, OHIO 44124-4017

PROXY STATEMENT -- APRIL 3, 2000

This Proxy Statement is furnished in connection with the solicitation by
the directors of NACCO Industries, Inc., a Delaware corporation (the "Company"),
of proxies to be used at the annual meeting of stockholders of the Company to be
held on May 10, 2000 (the "Annual Meeting"). This Proxy Statement and the
related form(s) of proxy are being mailed to stockholders commencing on or about
April 3, 2000.

If the enclosed form(s) of proxy are executed and returned, the shares
represented by them will be voted as directed on all matters properly coming
before the Annual Meeting for a vote. Proxies that are properly signed without
any indication of voting instructions will be voted for the election of each
director nominee, for the confirmation of the appointment of the independent
certified public accountants, and as recommended by the Board of Directors with
regard to any other matters or, if no recommendation is given, in their own
discretion. The proxies may be revoked at any time prior to their exercise by
giving notice to the Company in writing or by a later executed proxy. Attendance
at the Annual Meeting will not automatically revoke a proxy, but a stockholder
attending the Annual Meeting may request a ballot and vote in person, thereby
revoking a previously granted proxy.

Stockholders of record at the close of business on March 17, 2000 will be
entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 6,519,282 shares of Class A Common Stock, par
value $1.00 per share ("Class A Common"), and 1,647,209 shares of Class B Common
Stock, par value $1.00 per share ("Class B Common"). Each share of Class A
Common is entitled to one vote for a nominee for each of the twelve
directorships to be filled and one vote on each other matter properly brought
before the Annual Meeting. Each share of Class B Common is entitled to ten votes
for each such nominee and ten votes on each other matter properly brought before
the Annual Meeting.

At the Annual Meeting, in accordance with Delaware law and the Company's
By-Laws, the inspectors of election appointed by the Board of Directors for the
Annual Meeting shall determine the presence of a quorum and shall tabulate the
results of stockholder voting. As provided by Delaware law and the Company's
By-Laws, the holders of a majority of the Company's stock, issued and
outstanding, and entitled to vote at the Annual Meeting and present in person or
by proxy at the Annual Meeting, shall constitute a quorum for such meeting. The
inspectors of election intend to treat properly executed proxies marked
"abstain" as "present" for purposes of determining whether a quorum has been
achieved at the Annual Meeting. Such inspectors shall also treat proxies held in
"street name" by brokers that are not voted on all proposals to come before the
Annual Meeting ("broker non-votes") as "present."

Class A Common and Class B Common will vote as a single class on all
matters anticipated to be brought before the Annual Meeting. In accordance with
Delaware law, nominees for election as directors receiving the greatest number
of votes will be elected directors. In accordance with Delaware law and the
Company's By-Laws, the holders of a majority of the voting power of the
Company's stock which is present in person or by proxy, and which is actually
voted, shall decide any other proposal which is brought before the Annual
Meeting. As a result, abstentions in respect of any proposal and broker
non-votes will not be counted for purposes of determining whether such proposal
has received the requisite approval by the Company's stockholders.

In accordance with Delaware law and the Company's By-Laws, the Company may,
by a vote of the stockholders, adjourn the Annual Meeting to a later date or
dates, without changing the record date. If the Company were to determine that
an adjournment were desirable, the appointed proxies would use the discretionary
authority granted pursuant to the proxy cards to vote in favor of such an
adjournment.

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BUSINESS TO BE TRANSACTED

1. ELECTION OF DIRECTORS

It is intended that shares represented by proxies in the enclosed form(s)
will be voted for the election of the nominees named in the following table to
serve as directors for a term of one year and until their successors are
elected, unless contrary instructions are received. All of the nominees listed
below presently serve as directors of the Company and, except for David H. Hoag,
were elected at the Company's 1999 annual meeting of stockholders. If an
unexpected occurrence should make it necessary, in the judgment of the proxy
holders, to substitute some other person for any of the nominees, such shares
will be voted for such other person as the proxy holders may select.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING LAST FIVE YEARS AND DIRECTOR
NAME AGE OTHER DIRECTORSHIPS IN PUBLIC COMPANIES SINCE
---- --- --------------------------------------- --------
<S> <C> <C> <C>
Owsley Brown II 57 Chairman and Chief Executive Officer of Brown-Forman 1993
Corporation (a diversified producer and marketer of
consumer products). From prior to 1995 to 1995,
President of Brown-Forman Corporation. Also director
of Brown-Forman Corporation, LG&E Energy Corp. and
Louisville Gas and Electric Company.
Robert M. Gates 56 Dean, George Bush School of Government and Public 1993
Service, Texas A&M University since 1999. Since
prior to 1995, consultant, author and lecturer.
Former Director of Central Intelligence for the
United States. Former Assistant to the President of
the United States and Deputy for National Security
Affairs, National Security Council. Also director of
TRW Inc. and trustee of Fidelity Funds.
Leon J. Hendrix, Jr. 58 Principal, Clayton, Dubilier & Rice, Inc. (private 1995
investment firm). Also director of Cambrex Corp.,
Keithley Instruments, Inc., Remington Arms Co. and
Riverwood International Corp.
David H. Hoag 60 Retired Chairman and Chief Executive Officer of The 1999
LTV Corporation (a leading producer of steel). From
1998 to 1999, Chairman and Chief Executive Officer
of The LTV Corporation. From prior to 1995 to 1998,
Chairman, President and Chief Executive Officer of
The LTV Corporation. Also Chairman of the Federal
Reserve Bank of Cleveland and director of The
Lubrizol Corporation, The Chubb Corporation, M.A.
Hanna Company and Brush Wellman Inc.
Dennis W. LaBarre 57 Partner in the law firm of Jones, Day, Reavis & 1982
Pogue.
Richard de J. Osborne 66 Retired Chairman and Chief Executive Officer of 1998
ASARCO Incorporated (a leading producer of
non-ferrous metals). From prior to 1995 to 1999,
Chairman and Chief Executive Officer of ASARCO
Incorporated. From prior to 1995 to 1998, President
of ASARCO Incorporated. Also director of The
BFGoodrich Company, Birmingham Steel Corporation and
Schering-Plough Corporation.
Alfred M. Rankin, Jr. 58 Chairman, President and Chief Executive Officer of 1972
the Company. Also director of The BFGoodrich Company
and The Vanguard Group.
Ian M. Ross 72 President Emeritus of AT&T Bell Laboratories (the 1995
research and development subsidiary of AT&T).
</TABLE>

3
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BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON

Set forth in the following table is the indicated information as of
December 31, 1999 (except as otherwise indicated) with respect to (1) each
person who is known to the Company to be the beneficial owner of more than five
percent of the Class A Common, (2) each person who is known to the Company to be
the beneficial owner of more than five percent of the Class B Common and (3) the
beneficial ownership of Class A Common and Class B Common by the directors, the
Company's Chief Executive Officer and the four other most highly compensated
executive officers of the Company and its subsidiaries during 1999 (the "Named
Executive Officers") and all executive officers and directors as a group.
Beneficial ownership of Class A Common and Class B Common has been determined
for this purpose in accordance with Rules 13d-3 and 13d-5 of the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934 (the
"Exchange Act"), which provide, among other things, that (a) a person is deemed
to be the beneficial owner of Class A Common or Class B Common if such person,
directly or indirectly, has or shares voting power or investment power with
respect to such stock or has the right to acquire such ownership within 60 days,
and (b) when two or more persons agree to act together for the purpose of
holding, voting or disposing of Class A Common or Class B Common, as the case
may be, the group formed thereby is deemed to be a person which has acquired
beneficial ownership of all Class A Common or Class B Common, as the case may
be, beneficially owned by each member of the group. Accordingly, the amounts
shown in the table do not purport to represent beneficial ownership for any
purpose other than compliance with SEC reporting requirements. Further,
beneficial ownership as determined in this manner does not necessarily bear on
the economic incidence of ownership of Class A Common or Class B Common.

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AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

<TABLE>
<CAPTION>
SOLE VOTING SHARED
AND VOTING OR PERCENT
TITLE OF INVESTMENT INVESTMENT AGGREGATE OF CLASS
NAME CLASS POWER POWER AMOUNT (1)(2)
---- -------- ----------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Clara Taplin Rankin, et al. (3) Class B (3) (3) 1,542,757(3) 93.65%
c/o First Chicago Trust Company of New York
Mail Suite 4690
P.O. Box 2532
Jersey City, NJ 07303-2532
Clara Taplin Rankin Class A -- 752,295(5)(6) 752,295(5)(6) 11.56%
3151 Chagrin River Road Class B -- 479,371(3)(4)(6) 479,371(3)(4)(6) 29.10%
Chagrin Falls, OH 44022
Rankin Associates I, L.P., et al. (4) Class B (3)(4) (3)(4) 472,371(3)(4) 28.67%
Suite 300
5875 Landerbrook Drive
Mayfield Hts., OH 44124-4017
Rankin Associates II, L.P., et al. (5) Class A (5) (5) 738,295(5) 11.34%
Suite 300
5875 Landerbrook Drive
Mayfield Hts., OH 44124-4017
Thomas E. Taplin Class A 516,000 14,000(6) 530,000(6) 8.14%
950 South Cherry St. #506 Class B 310,000(3) 7,000(3)(6) 317,000(3)(6) 19.24%
Denver, CO 80246
Barclays Global, et al. (7) Class A 431,813 431,813 6.63%
45 Fremont Street
San Francisco, CA 94105
Frank E. Taplin, Jr. Class A 335,720 14,000(6) 349,720(6) 5.37%
55 Armour Road Class B 284,728(3) 7,000(3)(6) 291,728(3)(6) 17.71%
Princeton, NJ 08540
Owsley Brown II Class A 2,280 1,000(9) 3,351(8)(9) --
Class B -- -- -- --
Robert M. Gates Class A 1,399 -- 1,470(8) --
Class B -- -- -- --
Leon J. Hendrix, Jr. Class A 3,227 -- 3,407(8) --
Class B -- -- -- --
David H. Hoag Class A 300 -- 370(8) --
Class B -- -- -- --
Dennis W. LaBarre Class A 2,213 -- 2,284(8) --
Class B 100 -- 100 --
Richard de J. Osborne Class A 183 200 454(8) --
Class B -- -- -- --
Alfred M. Rankin, Jr. Class A 170,419 906,391(5)(9) 1,076,810(5)(9) 16.54%
Class B -- 478,427(3)(4)(9) 478,427(3)(4)(9) 29.04%
Ian M. Ross Class A 1,338 -- 1,409(8) --
Class B -- -- -- --
John C. Sawhill Class A 6,827 -- 6,987(8) 0.11%
Class B -- -- -- --
Britton T. Taplin Class A 11,216 -- 11,287(8) 0.17%
Class B 27,495(3) -- 27,495(3) 1.67%
David F. Taplin Class A 21,637 23,980 45,689(8) 0.70%
Class B 13,550(3) -- 13,550(3) 0.82%
John F. Turben Class A 3,929 -- 4,001(8) --
Class B -- -- -- --
Reginald R. Eklund Class A -- 1,000 1,000 --
Class B -- -- -- --
Richard E. Posey Class A -- -- -- --
Class B -- -- -- --
Clifford R. Miercort Class A -- -- -- --
Class B 1,000 -- 1,000 --
Frank G. Muller Class A 178 700 878 --
Class B -- -- -- --
All executive officers and directors Class A 243,397 941,889(5)(9) 1,186,266(5)(8)(9) 18.22%
as a group (41 persons) Class B 44,395(3)(4) 479,947(3)(4)(9) 524,342(3)(4)(9) 31.83%
</TABLE>

5
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- ---------------

(1) The shares included in note (8) were deemed to be outstanding as of December
31, 1999 for purposes of calculating the percentage owned at such date by
such person or group designated by note (8) pursuant to Rule 13d-3 under the
Exchange Act.

(2) Less than 0.1%, except as otherwise indicated.

(3) A Schedule 13D filed with the SEC with respect to Class B Common on March
29, 1990, as amended and amended and restated from time to time, most
recently on March 30, 2000 by Amendment No. 7 to the amended and restated
Schedule 13D, reported that the following individuals and entities, together
in certain cases with related revocable trusts and custodianships: Clara
Taplin Rankin, Alfred M. Rankin, Jr., Victoire G. Rankin, Helen R. Butler,
Clara T.R. Williams, Thomas T. Rankin, Matthew M. Rankin, Claiborne R.
Rankin, Chloe O. Rankin, Roger F. Rankin, Bruce T. Rankin, Frank E. Taplin,
Jr., Margaret E. Taplin, Martha S. Kelly, Susan Sichel, Jennifer T. Jerome,
Caroline T. Ruschell, David F. Taplin, Thomas E. Taplin, Beatrice B. Taplin,
Thomas E. Taplin, Jr., Theodore D. Taplin, Britton T. Taplin, Frank F.
Taplin, Alison A. Rankin, Corbin Rankin, J.C. Butler, Jr., Chloe E. Rankin,
James T. Rankin, Rankin Associates I, L.P. (the "Partnership"), Rankin
Associates II, L.P. ("Associates"), Rankin Management, Inc. ("RMI") and
National City Bank, as trustee of certain trusts for the benefit of certain
individuals named above, their family members and others (collectively,
together with such individuals, revocable trusts and custodianships, the
"Signatories"), are parties with the Company and First Chicago Trust Company
of New York, engaged in a joint venture known as Equiserve LP (successor to
KeyCorp Shareholder Services, Inc.), as depository, to a Stockholders'
Agreement, dated as of March 15, 1990, as amended, covering the shares of
Class B Common beneficially owned by each of the Signatories (the
"Stockholders' Agreement"). The Stockholders' Agreement requires that each
Signatory, prior to any conversion of such Signatory's shares of Class B
Common into Class A Common or prior to any sale or transfer of Class B
Common to any permitted transferee (under the terms of the Class B Common)
who has not become a Signatory, offer such shares to all of the other
Signatories on a pro-rata basis. A Signatory may sell or transfer all shares
not purchased under the right of first refusal as long as they first are
converted into Class A Common prior to their sale or transfer. Accordingly,
the Signatories may be deemed to have acquired beneficial ownership of all
of the Class B Common subject to the Stockholders' Agreement, an aggregate
of 1,542,757 shares, as a "group" as defined under the Exchange Act. The
shares subject to the Stockholders' Agreement constitute 93.65% of the Class
B Common outstanding on December 31, 1999, or 67.12% of the combined voting
power of all Class A Common and Class B Common outstanding on such date.
Certain Signatories own Class A Common, which is not subject to the
Stockholders' Agreement. Under the Stockholders' Agreement, the Company may,
but is not obligated to, buy any of the shares of Class B Common not
purchased by the Signatories following the trigger of the right of first
refusal. The Stockholders' Agreement does not restrict in any respect how a
Signatory may vote such Signatory's shares of Class B Common. The Class B
Common shown in the foregoing table as beneficially owned by named persons
who are Signatories is subject to the Stockholders' Agreement.

(4) A Schedule 13D filed with the SEC with respect to Class B Common on November
25, 1996, and amended from time to time, most recently on January 10, 1997
by Amendment No. 2, reported that the following individuals and entities:
Clara Taplin Rankin, Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R.
Rankin, Roger F. Rankin, Bruce T. Rankin, Victoire G. Rankin, RMI and the
Partnership (collectively, the "Class B Parties" and all the Class B
Parties, except the Partnership, the "Class B Partners"), may be deemed as a
group to have acquired and to beneficially own 472,371 shares of Class B
Common, representing 28.67% of the outstanding Class B Common as of December
31, 1999. Although the Partnership holds the 472,371 shares of Class B
Common, which were contributed by the Class B Partners, it does not have any
power to vote or to dispose of such shares of Class B Common. RMI has the
sole power to vote such shares and shares the power to dispose of such
shares with the other Class B Partners. RMI exercises such powers by action
of its board of directors, which acts by majority vote and consists of
Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F.
Rankin, the shareholders of RMI. Under the terms of the Limited Partnership
Agreement of the Partnership (the "Class B Partnership Agreement"), the
Partnership may not dispose of Class B Common without the

6
<PAGE> 8

consent of RMI and the approval of the holders of more than 75% of all
Partnership interests. The Shareholders' Agreement among the shareholders of
RMI, the Articles of Incorporation of RMI and the Class B Partnership
Agreement restrict the transfer of RMI shares and Partnership interests by
RMI's shareholders and the Class B Partners and provide such persons with a
right of first refusal to acquire RMI shares or Partnership interests which
an RMI shareholder or a Class B Partner desires to sell and a call right to
compel the sale of RMI shares or Partnership interests held by RMI
shareholders or the Class B Partners who are not members of a "Family
Group," consisting of one of Clara Taplin Rankin's sons, his spouse and
their descendants. The Class B Common beneficially owned by each of the
Class B Partners and the Partnership is also subject to the Stockholders'
Agreement described in note (3).

(5) A Schedule 13D filed with the SEC with respect to Class A Common on February
18, 1998, and amended from time to time, most recently on January 11, 1999
by Amendment No. 3, reported that the following individuals and entities:
Clara Taplin Rankin, Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R.
Rankin, Roger F. Rankin, Bruce T. Rankin, Matthew M. Rankin, James T.
Rankin, Alison A. Rankin, J.C. Butler, Jr., Victoire G. Rankin, Corbin
Rankin, Chloe O. Rankin, RMI and Associates (collectively, the "Class A
Parties" and all the Class A Parties except Associates, the "Class A
Partners"), may be deemed as a group to have acquired and to beneficially
own 738,295 shares of Class A Common, representing 11.34% of the outstanding
Class A Common as of December 31, 1999. Although Associates holds the
738,295 shares of Class A Common, which were contributed by the Class A
Partners, it does not have any power to vote or to dispose of such shares of
Class A Common. RMI has the sole power to vote such shares and shares the
power to dispose of such shares with the other Class A Partners. RMI
exercises such powers by action of its board of directors, which acts by
majority vote. Under the terms of the Limited Partnership Agreement of
Associates (the "Class A Partnership Agreement"), Associates may not dispose
of Class A Common without the consent of RMI and the approval of the holders
of more than 75% of all partnership interests in Associates. The
Shareholders' Agreement among the shareholders of RMI, the Articles of
Incorporation of RMI and the Class A Partnership Agreement restrict the
transfer of RMI shares and partnership interests in Associates by RMI's
shareholders and the Class A Partners and provide such persons with a right
of first refusal to acquire RMI shares or partnership interests in
Associates which an RMI shareholder or a Class A Partner desires to sell and
a call right to compel the sale of RMI shares or partnership interests in
Associates held by RMI shareholders or the Class A Partners who are not
members of a "Family Group," consisting of one of Clara Taplin Rankin's
sons, his spouse and their descendants. The Class A Common shown in the
foregoing table as beneficially owned by each of the Class A Partners
includes the shares of Class A Common that are subject to the Class A
Partnership Agreement.

(6) Clara Taplin Rankin, Frank E. Taplin, Jr. and Thomas E. Taplin are
co-settlors of a trust holding an aggregate of 42,000 shares of Class A
Common and 21,000 shares of Class B Common, in which each retains a
reversionary interest with respect to 14,000 of such shares of Class A
Common and 7,000 of such shares of Class B Common. The Class B Common held
by the foregoing trust is subject to the Stockholders' Agreement described
in note (3).

(7) A Schedule 13G filed with the SEC with respect to Class A Common on February
14, 2000 reported that Barclays Global Investors, N.A., Barclays Global Fund
Advisors and Barclays Global Investors, LTD. are the beneficial owners of
the shares of Class A Common reported herein as a result of the companies
being banks as defined in Section 3(a)(6) of the Exchange Act and the shares
being held by the companies in trust accounts for the economic benefit of
the beneficiaries of those accounts.

(8) Includes the following shares which the directors have, or had, within 60
days after December 31, 1999, the right to acquire pursuant to the Company's
Non-Employee Directors' Equity Compensation Plan for payment of directors'
fees: Mr. Brown, 71 shares of Class A Common; Mr. Gates, 71 shares of Class
A Common; Mr. Hendrix, 180 shares of Class A Common; Mr. Hoag, 70 shares of
Class A Common; Mr. LaBarre, 71 shares of Class A Common; Mr. Osborne, 71
shares of Class A Common; Dr. Ross, 71 shares of Class A Common; Mr.
Sawhill, 160 shares of Class A Common; Mr. Britton T. Taplin, 71 shares of
Class A Common; Mr. David F. Taplin, 72 shares of Class A Common; and Mr.
Turben, 72 shares of Class A Common; and all executive officers and
directors as a group, 980 shares of Class A Common.
7
<PAGE> 9

(9) Includes the following number of shares as to which certain directors and
executive officers disclaim beneficial ownership: (a) 897,638 shares of
Class A Common and 373,629 shares of Class B Common held by (i) members of
Mr. Rankin's family, (ii) charitable trusts, (iii) trusts for the benefit of
members of Mr. Rankin's family and (iv) to the extent in excess of Mr.
Rankin's pecuniary interest in such entities, the Partnership and
Associates; (b) 1,000 shares of Class A Common held by Mr. Brown's spouse;
and (c) with respect to all executive officers and directors as a group,
906,062 shares of Class A Common and 373,754 shares of Class B Common held
by family members and as described in (a) above.

Frank E. Taplin, Jr. and Thomas E. Taplin are brothers, and Clara Taplin
Rankin is their sister. Britton T. Taplin is the son of Thomas E. Taplin, and
David F. Taplin is the son of Frank E. Taplin, Jr. Clara Taplin Rankin is the
mother of Alfred M. Rankin, Jr., and J.C. Butler, Jr., an executive officer of
the Company, is the son-in-law of Alfred M. Rankin, Jr. The combined beneficial
ownership of such persons shown in the foregoing table (including shares as to
which such persons had the right to acquire beneficial ownership within 60 days
after December 31, 1999) equals 2,033,630 shares or 31.24% of Class A Common and
1,135,200 shares or 68.91% of Class B Common outstanding on December 31, 1999
(including shares deemed to be outstanding for purposes of calculating the
percentage owned pursuant to Rule 13d-3 under the Exchange Act). The combined
beneficial ownership of all directors of the Company (including shares as to
which the directors had the right to acquire beneficial ownership within 60 days
after December 31, 1999), together with Clara Taplin Rankin, Frank E. Taplin,
Jr., Thomas E. Taplin and all of the executive officers of the Company whose
beneficial ownership of Class A Common and Class B Common must be disclosed in
the foregoing table in accordance with Rule 13d-3 under the Exchange Act, equals
2,079,986 shares or 31.95% of Class A Common and 1,140,070 shares or 69.20% of
Class B Common outstanding on December 31, 1999 (including shares deemed to be
outstanding for purposes of calculating the percentage owned pursuant to Rule
13d-3 under the Exchange Act). Such shares of Class A Common and Class B Common
together represent 58.65% of the combined voting power of all Class A Common and
Class B Common outstanding on such date (including shares deemed to be
outstanding for purposes of calculating the percentage owned pursuant to Rule
13d-3 under the Exchange Act).

There exists no arrangement or understanding between any director and any
other person pursuant to which such director was elected. Each director and
executive officer serves until his successor is elected and qualified.

DIRECTORS' MEETINGS AND COMMITTEES

The Board of Directors has an Audit Committee and a Nominating,
Organization and Compensation Committee (the "Nominating and Compensation
Committee"). During 1999, the members of the Audit Committee were Robert M.
Gates (Chairman), Leon J. Hendrix, Jr., Dennis W. LaBarre, Richard de J.
Osborne, John C. Sawhill and Britton T. Taplin, and the members of the
Nominating and Compensation Committee were Robert M. Gates, Richard de J.
Osborne, Ian M. Ross (Chairman), John C. Sawhill and John F. Turben. The other
standing committees of the Board of Directors are the Executive Committee, which
during 1999 was comprised of Robert M. Gates, Dennis W. LaBarre, Alfred M.
Rankin, Jr. (Chairman), Ian M. Ross and John C. Sawhill, and the Finance
Committee, which during 1999 was comprised of Leon J. Hendrix, Jr., Dennis W.
LaBarre, Alfred M. Rankin, Jr., John C. Sawhill (Chairman), Britton T. Taplin,
David F. Taplin and John F. Turben.

The Audit Committee held four meetings in 1999. The Audit Committee
recommends to the Board of Directors, subject to stockholder approval, the
selection of the Company's independent certified public accountants. The Audit
Committee discusses with the internal auditors and the independent public
accountants the overall scope and specific plans for their respective audits.
The Audit Committee meets regularly with the Company's internal auditors and
independent public accountants to discuss the results of their respective
examinations, their evaluations of the Company's internal controls, and the
Company's financial reporting.

The Nominating and Compensation Committee held three meetings in 1999. The
Nominating and Compensation Committee reviews executive compensation, fixes
compensation of the executive officers and

8
<PAGE> 10

incentive compensation, recommends the adoption of and administers all benefit
plans, and grants stock options. The Nominating and Compensation Committee also
reviews and recommends to the Board of Directors criteria for membership to the
Board of Directors, reviews and recommends to the Board of Directors the optimum
number and qualifications of directors believed to be desirable, has established
and monitors a system to receive suggestions for nominees to directorships of
the Company, and identifies and recommends to the Board of Directors specific
candidates for membership to the Board of Directors.

The Finance Committee held three meetings in 1999. The Finance Committee
reviews the financing and risk management strategies of the Company and its
principal subsidiaries and makes recommendations to the Board of Directors on
all matters concerning finance.

The Executive Committee held no meetings in 1999. The Executive Committee
may exercise all of the powers of the Board of Directors in the management and
control of the business of the Company during the intervals between meetings of
the Board of Directors.

The Board of Directors held seven meetings in 1999. All of the incumbent
directors attended at least 75 percent of the total meetings held by the Board
of Directors and by the committees on which they served during their tenure
during 1999.

COMPENSATION OF DIRECTORS

Each director who is not an officer of the Company or its subsidiaries
receives a retainer of $30,000 for each calendar year for service on the Board
of Directors and on subsidiary boards of directors. In addition, each such
director receives $500 for attending each meeting of the Board of Directors and
each meeting of a committee thereof, as well as for each meeting of a subsidiary
board of directors or committee thereof on which such director serves. Such fees
for attendance at board meetings may not exceed $1,000 per day. In addition, the
chairman of each committee of the Board of Directors and the subsidiary boards
of directors receives $4,000 for each year for service as committee chairman.
Under the Company's Non-Employee Directors' Equity Compensation Plan (the
"Non-Employee Directors' Plan"), each director who is not an officer of the
Company or its subsidiaries receives 50% of his annual retainer ($15,000) in
shares of Class A Common. These shares may not be assigned, pledged,
hypothecated or otherwise transferred by the director, voluntarily or
involuntarily, other than (a) by will or the laws of descent and distribution,
(b) pursuant to a qualifying domestic relations order, or (c) to a trust for the
benefit of the director, or his spouse, children or grandchildren. The foregoing
restrictions on transfer lapse upon the earliest to occur of (i) the date which
is ten years after the last day of the calendar quarter for which such shares
were earned, (ii) the date of the death or permanent disability of the director,
(iii) five years (or earlier with the approval of the Board of Directors) from
the date of the retirement of the director from the Board of Directors of the
Company, and (iv) the date that a director is both retired from the Board of
Directors of the Company and has reached 70 years of age. In addition, each
director has the right under the Non-Employee Directors' Plan to receive shares
of Class A Common in lieu of cash for up to 100% of the balance of his annual
retainer, meeting attendance fees and any committee chairman's fee. These
voluntary shares are not subject to the foregoing restrictions.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the annual, long-term and all other
compensation for services in all capacities to the Company and its subsidiaries
of the Named Executive Officers of the Company and its principal subsidiaries,
NACCO Materials Handling Group, Inc. ("NMHG"), Hamilton Beach/Proctor-Silex,
Inc. ("Hamilton Beach/Proctor-Silex") and The North American Coal Corporation
("North American Coal").

9
<PAGE> 11

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
PAYOUTS
ANNUAL COMPENSATION -------------
---------------------- LTIP ALL OTHER
FISCAL SALARY BONUS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($)
--------------------------- ------ -------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Alfred M. Rankin, Jr. 1999 $838,400(1) $261,727(2) $ 828,008(3) $328,861(4)(5)
Chairman, President and 1998 $784,856(1) $637,680(2) $1,222,016(3) $491,051(4)(5)
Chief Executive Officer 1997 $742,400(1) $464,900(2) $ 855,452(3) $333,002(4)(5)
of the Company
Reginald R. Eklund 1999 $470,016(1) $152,553(6) $ 759,850(7) $137,314(8)
President and Chief 1998 $437,200(1) $376,624(6) -- $154,303(8)
Executive Officer of 1997 $410,300(1) $249,154(6) -- $ 90,298(8)
NMHG
Richard E. Posey 1999 $404,160(1) $188,000(9) -- $ 97,422(10)
President and Chief 1998 $388,778(1) $237,300(9) -- $ 85,619(10)
Executive Officer of 1997 $372,604(1) $239,200(9) -- $ 85,093(10)
Hamilton Beach/Proctor-Silex
Clifford R. Miercort 1999 $378,865(1) $172,800(11) $1,210,540(12) $ 35,881(13)
President and Chief 1998 $360,770(1) $183,582(11) -- $ 57,239(13)
Executive Officer of 1997 $343,982(1) $166,100(11) -- $ 44,811(13)
North American Coal
Frank G. Muller 1999 $302,991(1) $ 94,681(14) $ 177,150(15) $ 77,952(16)
Vice President of NMHG, 1998 $279,574(1) $191,435(14) -- $ 93,350(16)
President of NMHG Americas 1997 $254,800(1) $145,038(14) -- $ 52,710(16)
</TABLE>

- ---------------

(1) Under current disclosure requirements of the SEC certain of the amounts
listed are being reported as "Salary," although the Company considers them
as payments of cash in lieu of perquisites, which are at competitive levels
as determined by the Company's Nominating and Compensation Committee. For
Mr. Rankin, the amounts listed for 1999, 1998 and 1997 include payments of
cash in lieu of perquisites of $78,400, $74,856 and $72,400, respectively.
For Mr. Eklund, the amounts listed for 1999, 1998 and 1997 include payments
of cash in lieu of perquisites of $51,300, $49,500 and $46,300,
respectively. For Mr. Posey, the amounts listed for 1999, 1998 and 1997
include payments of cash in lieu of perquisites of $37,560, $35,570 and
$34,600, respectively. For Mr. Miercort, the amounts listed for 1999, 1998
and 1997 include payments of cash in lieu of perquisites of $31,010,
$29,610 and $28,731, respectively. For Mr. Muller, the amounts listed for
1999, 1998 and 1997 include payments of cash in lieu of perquisites of
$28,390, $27,270 and $25,700, respectively.

(2) For Mr. Rankin, these amounts were paid in cash pursuant to the NACCO
Industries, Inc. Annual Incentive Compensation Plan and the NACCO
Industries, Inc. Supplemental Annual Incentive Compensation Plan.

(3) For Mr. Rankin, the amounts listed for 1999, 1998 and 1997 were distributed
in the form of 7,451, 6,776 and 7,614 shares of Class A Common and cash
payments in the amount of $289,874, $427,856 and $299,493, respectively.
The foregoing cash payments are intended to be the approximate amounts
required to be withheld by the Company and paid to applicable federal,
state and local income taxing authorities based upon statutorily determined
withholding rates. These amounts were distributed under the NACCO
Industries, Inc. Executive Long-Term Incentive Compensation Plan (the
"NACCO Long-Term Plan").

(4) For Mr. Rankin, the amounts listed for 1999, 1998 and 1997 include $4,000,
$4,000 and $4,000, respectively, consisting of matching contributions by
the Company under the NACCO Materials Handling Group, Inc. Profit Sharing
Plan (the "NMHG Profit Sharing Plan"); and $54,287, $97,444 and $66,038,
respectively, consisting of amounts credited and interest under the NACCO
Materials Handling Group, Inc. Unfunded Benefit Plan (the "NMHG Unfunded
Benefit Plan").

10
<PAGE> 12

(5) For Mr. Rankin, the amounts listed for 1999, 1998 and 1997 include
$270,574, $389,607 and $262,964, respectively, consisting of amounts
credited and interest under The Retirement Benefit Plan for Alfred M.
Rankin, Jr.

(6) For Mr. Eklund, these amounts were paid in cash pursuant to the NACCO
Materials Handling Group, Inc. Annual Incentive Compensation Plan.

(7) For Mr. Eklund, the amount listed for 1999 represents the appreciation on
the book value appreciation units awarded to Mr. Eklund in 1990 under the
NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan
(the "NMHG Long-Term Plan"). A portion of such amount was paid in cash and
the remainder was deferred into the NMHG Unfunded Benefit Plan.

(8) For Mr. Eklund, the amounts listed for 1999, 1998 and 1997 include $20,000,
$20,000 and $20,300, respectively, consisting of contributions by NMHG
under the NMHG Profit Sharing Plan; and $117,314, $134,303 and $69,998,
respectively, consisting of amounts credited and interest under the NMHG
Unfunded Benefit Plan.

(9) For Mr. Posey, these amounts were paid in cash pursuant to the Hamilton
Beach/Proctor-Silex, Inc. Annual Incentive Compensation Plan.

(10) For Mr. Posey, the amounts listed for 1999, 1998 and 1997 include $20,470,
$19,653 and $17,744, respectively, consisting of contributions by Hamilton
Beach/Proctor-Silex under the Hamilton Beach/ Proctor-Silex Employees'
Retirement Savings Plan; $76,952, $65,966 and $48,003, respectively,
consisting of amounts credited and interest under the Hamilton
Beach/Proctor-Silex, Inc. Unfunded Benefit Plan; and for 1997 includes
$19,346 for reimbursement of moving expenses.

(11) For Mr. Miercort, these amounts were paid in cash pursuant to The North
American Coal Corporation Annual Incentive Compensation Plan.

(12) For Mr. Miercort, the amount listed for 1999 represents the amount in Mr.
Miercort's account under The North American Coal Corporation Value
Appreciation Plan (the "North American Coal Long-Term Plan"). A portion of
such amount was paid in cash and the remainder was deferred into The North
American Coal Deferred Compensation Plan for Management Employees (the
"North American Coal Deferred Compensation Plan").

(13) For Mr. Miercort, the amounts listed for 1999, 1998 and 1997 include
$8,000, $8,000 and $8,000, respectively, consisting of matching
contributions by North American Coal under The North American Coal Savings
Plan; $27,881, $49,239 and $36,811, respectively, consisting of amounts
credited and interest under the North American Coal Deferred Compensation
Plan.

(14) For Mr. Muller, these amounts were paid in cash pursuant to the NACCO
Materials Handling Group, Inc. Annual Incentive Compensation Plan.

(15) For Mr. Muller, the amount listed for 1999 represents the appreciation on
the book value appreciation units awarded to Mr. Muller in 1990 under the
NMHG Long-Term Plan and was deferred into the NMHG Unfunded Benefit Plan.

(16) For Mr. Muller, the amounts listed for 1999, 1998 and 1997 include $20,000,
$20,000 and $20,300, respectively, consisting of contributions by NMHG
under the NMHG Profit Sharing Plan; and $57,952, $73,350 and $32,410,
respectively, consisting of amounts credited and interest under the NMHG
Unfunded Benefit Plan.

STOCK OPTION GRANTS

The Company did not grant any stock options under the Company's 1975 Stock
Option Plan or 1981 Stock Option Plan (the "Stock Option Plans") during the
fiscal year ended December 31, 1999 to any person, including the Named Executive
Officers. The Company has not granted stock options since 1989 in the belief
that the likely value realized is unclear both in amount and in its relationship
to performance. There are no outstanding options to purchase shares of the
Company's Class A Common or Class B Common.

11
<PAGE> 13

STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table sets forth information with respect to exercises of
options to purchase the Company's Class A Common by the Named Executive Officers
during 1999. None of the Named Executive Officers held any options to purchase
the Company's Class A Common under the Stock Option Plans as of December 31,
1999.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE (#) AT FISCAL YEAR-END ($)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alfred M. Rankin, Jr. 25,000(1) $1,250,788 -- -- -- --
Reginald R. Eklund -- -- -- -- -- --
Richard E. Posey -- -- -- -- -- --
Clifford R. Miercort -- -- -- -- -- --
Frank G. Muller -- -- -- -- -- --
</TABLE>

- ---------------

(1) Shares of Class A Common.

LONG-TERM INCENTIVE PLANS

The following table sets forth information concerning awards to the Named
Executive Officers during fiscal year 1999, and estimated payouts in the future,
under long-term incentive plans of the Company and its principal subsidiaries.

LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
SHARES, OR OTHER NON-STOCK PRICE-BASED PLANS
UNITS OR PERIOD UNTIL ---------------------------------------
OTHER RIGHTS MATURATION THRESHOLD TARGET MAXIMUM
NAME ($ OR #) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
---- ------------ ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Alfred M. Rankin, Jr.(1) $1,045,600 2 years $0 $1,045,600 $1,623,294
$1,045,600 5 years $0 $ 0 $ 599,913
Reginald R. Eklund(2) -- -- -- -- --
Richard E. Posey(3) -- -- -- -- --
Clifford R. Miercort(4) $ 201,565 1 year $0 $ 201,565 (4)
Frank G. Muller(2) -- -- -- -- --
</TABLE>

- ---------------

(1) Under the NACCO Long-Term Plan, participants, including Mr. Rankin, are
eligible for awards paid partly in shares of Class A Common and partly in
cash for performance against a target which is based upon the Company's
consolidated adjusted return on equity over multiple-year periods. Effective
January 1, 1999, participants were granted dollar-denominated target awards.
Final awards, if any, will be received in 2001 ("base period awards") based
upon the Company's consolidated adjusted return on equity performance for
the period from January 1, 1999 through December 31, 2000 against a pre-
established target. Participants are also eligible to receive a supplemental
payout on such awards in 2004 ("consistent performance awards") based upon
the Company's consolidated adjusted return on equity performance for the
5-year period from January 1, 1999 through December 31, 2003 against the
same pre-established target. No consistent performance award is payable if
the Company's consolidated adjusted return on equity performance for the
relevant period is at or below target. The total amount of

12
<PAGE> 14

the base period award and the consistent performance award paid to a
participant in any calendar year cannot exceed 200 percent of the base
period target award. Sixty-five percent of all payouts are distributed in
shares of Class A Common, with the number of shares based upon the average
closing price of Class A Common on the New York Stock Exchange at the end of
each week during 2000 (in the case of base period awards) and 2003 (in the
case of consistent performance awards).

The shares of Class A Common issued as a portion of these awards under the
NACCO Long-Term Plan are fully vested but may not be transferred until the
earlier of (a) December 31, 2010, (b) the participant's death or disability,
or (c) five years after retirement. At any time after three years after the
end of the performance period, a participant may also request that the
Nominating and Compensation Committee authorize the lapse of restrictions on
up to 20% of shares issued under the NACCO Long-Term Plan for the purchase
of a principal residence or payments of certain medical or educational
expenses. Because the total value of a final award is currently taxable as
income to the participant, the balance of the final award is paid in cash in
an amount which is intended to be the approximate amount required to be
withheld by the Company and paid to applicable federal, state and local
income taxing authorities based upon statutorily determined withholding
rates.

(2) Messrs. Eklund and Muller are participants in the NMHG Long-Term Plan. Under
the NMHG Long-Term Plan, participants are awarded "book value appreciation
units" which vest ten years from the date of award, or earlier in the event
of the participant's death, permanent disability or retirement, or in the
event of any other termination of employment with the approval of the NMHG
Nominating, Organization and Compensation Committee. At any time following
the fifth anniversary of the date of an award, a participant may also
annually request that such Committee permit the vesting of up to (a) 20% of
the number of book value appreciation units for the purchase of a principal
residence for the individual or the payment of certain medical or
educational expenses of the individual, his spouse or dependents or (b) 10%
of the number of book value appreciation units for any other purpose,
provided that such request may only apply to an aggregate of 40% of the
number of book value appreciation units originally granted in an award. Upon
vesting, the participant is entitled to receive a payment in cash equal to
the appreciation in the book value per unit from the base period price per
unit to the value of the book value unit at the end of the calendar quarter
immediately preceding the date of vesting, and vested book value units as to
which payment is made are canceled. The participant may elect to defer
receipt of all or part of any such payment, in which case the deferred
amount will be paid under the NMHG Unfunded Benefit Plan. There are no
threshold or maximum values for an award. Mr. Eklund was previously awarded
65,000 book value appreciation units effective on January 1, 1990, which
units vested on December 31, 1999, 21,690 book value appreciation units
effective on January 1, 1993, which units will vest on December 31, 2002,
100,403 book value appreciation units effective January 1, 1994, which units
will vest on December 31, 2003, and 52,645 book value appreciation units
effective on January 1, 1998, which units will vest on December 31, 2007.
Mr. Muller was previously awarded 15,154 book value appreciation units
effective on January 1, 1990, which units vested on December 31, 1999, 3,958
book value appreciation units effective on January 1, 1993, which units will
vest on December 31, 2002, 31,739 book value appreciation units effective on
July 1, 1993, which units will vest on June 30, 2002, 43,558 book value
appreciation units effective on January 1, 1994, which units will vest on
December 31, 2003, and 20,887 book value appreciation units effective on
January 1, 1998, which units will vest on December 31, 2007.

(3) Mr. Posey is a participant in the Hamilton Beach/Proctor-Silex, Inc.
Long-Term Incentive Compensation Plan (the "HBPS Long-Term Plan"). Under the
HBPS Long-Term Plan, participants are awarded "book value appreciation
units" which vest ten years from the date of award, or earlier in the event
of the participant's death, permanent disability or retirement, or in the
event of any other termination of employment with the approval of the
Hamilton Beach/Proctor-Silex Nominating, Organization and Compensation
Committee. At any time following the fifth anniversary of the date of an
award, a participant may also annually request that such Committee permit
the vesting of up to (a) 20% of the number of book value appreciation units
for the purchase of a principal residence for the individual or the payment
of certain medical or educational expenses of the individual, his spouse or
dependents or (b) 10% of the number of book value appreciation units for any
other purpose, provided that such request

13
<PAGE> 15

may only apply to an aggregate of 40% of the number of book value
appreciation units originally granted in an award. Upon vesting, the
participant is entitled to receive a payment in cash equal to the
appreciation in the book value per unit from the base period price per unit
to the value of the book value unit at the end of the calendar quarter
immediately preceding the date of vesting, and vested book value units as to
which payment is made are canceled. There are no threshold or maximum values
for an award. Mr. Posey was previously awarded 166,240 book value
appreciation units effective on October 1, 1995, which units will vest on
September 30, 2005, 94,240 book value appreciation units effective on
January 1, 1998, which units will vest on December 31, 2007.

(4) Effective on January 1, 1990, Mr. Miercort was awarded the right to
participate in The North American Coal Long-Term Plan at a rate equal to a
specified percentage of his salary range midpoint, as determined by the
North American Coal Nominating, Organization and Compensation Committee.
When the North American Coal Long-Term Plan was adopted, the North American
Coal Nominating, Organization and Compensation Committee set net income
appreciation goals which are based upon achieving underlying year-by-year
targets for each year during the ten-year term of the Plan. These goals are
adjusted each year for inflation and to take into account any "new projects"
initiated in the interim. Once a plan year is completed, the actual net
income during that plan year is measured against the adjusted net income
goal for that plan year to determine the annual net income appreciation of
current and new projects (the "Annual Factor"). Similarly, actual cumulative
net income for the term of the Plan to date is measured against the
cumulative adjusted net income goals to date to determine the cumulative net
income appreciation of current and new projects (the "Cumulative Factor")
against the ten-year target.

When the Plan was adopted, the North American Coal Nominating, Organization
and Compensation Committee also set a goal for the cumulative net income
appreciation due to new projects over the term of the Plan. At the end of
each plan year, the present value of expected cumulative net income
appreciation of all new projects initiated during that year is measured
against the cumulative new project goal to determine the net income
appreciation due to the acquisition of new projects (the "New Project
Factor"). In addition, if it is determined in any plan year (an "Adjustment
Year") that a new project has provided significantly less net income
appreciation than originally expected, then the amount of any prior award
previously attributed to that project as the result of a prior year's New
Project Factor will reduce the New Project Factor in the Adjustment Year
(the "New Project Adjustment"). If the New Project Adjustment is large
enough, it is possible for participants to receive negative awards in a
given year.

At the start of each year during the ten-year term of the Plan, a target
award is set for each participant as a percentage of salary midpoint. The
amount shown for Mr. Miercort represents the target award which is based
upon his salary range midpoint for 1999. Following the end of the year, this
target amount is adjusted by the Annual Factor, the Cumulative Factor and
the New Project Factor. In addition, the New Project Adjustment is made, if
applicable. Target amounts as so adjusted are credited or debited to an
account for the benefit of the participant, which earns interest based upon
the average monthly rate of ten-year U.S. Treasury Bonds. There are no
threshold or maximum values for an award. All amounts in these accounts vest
at the rate of 10% each year, and became fully vested on December 31, 1999.
Vested amounts are payable in cash on the earlier of December 31, 1999, or
the participant's death, disability, retirement or other reasons within the
discretion of the North American Coal Nominating, Organization and
Compensation Committee. The participant may elect to defer receipt of all or
part of such amounts, in which case the deferred amount will be paid under
the North American Coal Deferred Compensation Plan. Earlier payments of
vested amounts may be permitted within the discretion of the North American
Coal Nominating, Organization and Compensation Committee in the event of a
financial hardship or unforeseen financial emergency.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Nominating and Compensation Committee of the Company's Board of
Directors and the Nominating, Organization and Compensation Committees of the
Company's subsidiary boards of directors (collectively, the "Compensation
Committee") have furnished the following report on executive compensation. The
members of the Nominating and Compensation Committee for 1999 were Robert M.
Gates, Richard de J.

14
<PAGE> 16

Osborne, Ian M. Ross (Chairman), John C. Sawhill and John F. Turben. The members
of the Nominating, Organization and Compensation Committees of the Company's
principal subsidiaries, NMHG, Hamilton Beach/Proctor-Silex and North American
Coal, consist of these individuals, as well as Dennis W. LaBarre and Alfred M.
Rankin, Jr. Messrs. LaBarre and Rankin are not members of the Nominating and
Compensation Committee of the Company, and their participation in this report is
limited to the portions of the report relating to the Company's subsidiaries.

COMPENSATION POLICY

The guiding principle of the executive compensation program of the Company
and its subsidiaries in recent years has been the maintenance of a strong link
between an executive officer's compensation and individual performance and the
performance of the Company or the subsidiary for which the executive officer has
responsibility. Comprehensively defined target total compensation is established
for each executive officer position following rigorous evaluation standards to
ensure internal equity. Such total compensation is targeted explicitly in dollar
terms as the sum of base salary plus perquisites, short-term incentives and
long-term incentives. While the Company offers opportunities for its executive
officers to earn truly superior compensation for outstanding results, this link
includes significantly reduced compensation for weak results.

In accordance with the foregoing philosophy, the Compensation Committee
approves a mix of base salaries and incentive plans for each executive officer
such that base salary levels are at levels appropriate to allow incentive plans
to serve as significant motivating factors. Base salary and incentive
compensation levels for each officer are determined by the Compensation
Committee which takes into consideration recommendations made by the Company's
independent outside compensation consultant, which bases its recommendations
upon an analysis of similar positions at a broad range of domestic industries,
as well as an understanding of the Company's philosophy, as summarized above.
Incentive-based compensation plans are designed to provide significant rewards
for achieving or surpassing annual operating and financial performance
objectives, as well as to align the compensation interests of executive officers
with the long-term interests of stockholders by basing a substantial portion of
the incentive compensation package upon adjusted return on equity performance
and book value appreciation rather than on cyclical movements in stock price.
Finally, in addition to providing certain other perquisites, target levels of
perquisites for executive officers are converted into fixed dollar amounts and
paid in cash, an approach which recognizes that perquisites are largely just
another form of compensation, albeit separate and distinct from salary and
incentive compensation.

The Company has not granted stock options since 1989 in the belief that the
likely value realized is unclear both in amount and in its relationship to
performance. If management ultimately determines that any changes in the federal
income tax laws significantly diminish or otherwise undercut the long-term
incentives currently provided, the Company may reconsider its previously
announced intention to not make further awards under its Stock Option Plans.

In sum, the executive compensation program at the Company and its
subsidiaries is designed to reward executive officers with competitive total
compensation for achievement of specific corporate and individual goals, while
at the same time making them long-term stakeholders in the Company. In years
when the Company has lower financial results, payouts under the incentive
components of the Company's compensation plans will be lower. In years when the
Company has better financial results, payouts under the incentive components of
the Company's compensation plans will be greater. The Company believes that over
time the program will encourage executive officers to earn incentive pay
significantly greater than 100% of target by delivering outstanding managerial
performance.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, a
public company is generally denied deductions for compensation paid to the chief
executive officer and the other four most highly compensated executive officers
to the extent that the compensation for any of such individuals exceeds one
million dollars for the taxable year. An exception to this general rule exists
for payments that are made for attainment of one or more performance goals
meeting certain criteria. In response to this law and the regulations
promulgated thereunder, the stockholders of the Company have approved the NACCO
Industries, Inc. Supplemental Annual Incentive Compensation Plan (the
"Supplemental Short-Term Plan") and the

15
<PAGE> 17

NACCO Long-Term Plan. Both plans were designed so that, together with steps
taken by the Compensation Committee in the administration of the plans, payouts
on awards made under the plans should not count towards the one million dollar
cap which the law imposes for purposes of federal income tax deductibility.
While the Compensation Committee intends to preserve the deductibility of
compensation payable to the Company's executive officers, deductibility will be
only one among a number of factors considered in determining appropriate levels
or modes of compensation. The Company intends to maintain the flexibility to
compensate executive officers based upon an overall determination of what it
believes is in the best interests of the Company and its stockholders.

EXECUTIVE COMPENSATION AND COMPANY PERFORMANCE

The three main elements of the Company's executive compensation
program -- base salary, short-term incentive compensation and long-term
incentive compensation -- are carefully reviewed by the Compensation Committee
in relation to the performance of the Company and its subsidiaries.

Base Salary. To assist the Compensation Committee in fixing base salary
levels which are at adequately competitive levels, an independent outside
consultant analyzes a survey of a broad group of domestic industrial
organizations from all segments of industry ranging in size from under $150
million to over $5 billion in annual revenues. Organizations participate in the
survey based upon their voluntary submission of data to the independent
consultant, as well as their ability to pass the consultant's quality assurance
controls. For 1999, participants included 356 parent organizations and 498
independent operating units. Comparing positions of similar scope and
complexity, the consultant derives a median salary level for each executive
officer position at the Company and its principal subsidiaries and provides that
information to the Compensation Committee. All information provided to the
Compensation Committee is on an industry-wide basis as opposed to a comparison
with individual companies that may compete with the Company and its principal
subsidiaries. The Compensation Committee uses the median, or salary midpoint
("Salary Midpoint"), for purposes of determining the salary range for each
executive officer. The Compensation Committee then sets the base salary for each
executive officer, which is within the salary range and is dependent upon
additional factors such as the executive officer's performance.

Because the Compensation Committee uses Salary Midpoints based on studies
of domestic industrial organizations from all segments of industry, the Company
does not believe that there is a meaningful relationship between executive
salary levels of each subsidiary determined by the Compensation Committee and
the executive salary levels of the companies that make up the S&P Diversified
Machinery Index. That index, which is used by the Company as the published
industry index for comparison to the Company's stock price performance, was
chosen because NMHG is the Company's largest subsidiary in terms of asset value
and revenues.

Short-Term Incentive Compensation. At the end of 1998, the Compensation
Committee adopted target performance levels for consolidated adjusted return on
equity for the Company (upon which awards under the Company's Supplemental
Short-Term Plan are based) and its subsidiaries, and various performance
criteria for the Company's subsidiaries such as net income, return on equity in
properly capitalized tangible assets, market share, sales development and
support costs (depending on the business unit) (upon which awards under the
Company's Annual Incentive Compensation Plan (the "Short-Term Plan") and the
annual incentive compensation plans of the Company's subsidiaries are based) for
that year. The short-term incentive plans for the Company and its subsidiaries
essentially follow the same basic pattern for award determination. Performance
targets are established within the Compensation Committee's discretion, and are
generally based upon management's recommendations as to the performance
objectives of the particular business for the year. Target awards for executive
officers are established at specified percentages of each individual's Salary
Midpoint.

Final awards for each individual under the short-term incentive plans of
the Company and its subsidiaries are based on the individual's target award,
adjusted for performance by the business unit against the established targets,
and for all such plans except the Supplemental Short-Term Plan, for performance
by the individual against individual goals. The Compensation Committee, in its
discretion, may also increase or

16
<PAGE> 18

decrease awards under all such plans (except for the Supplemental Short-Term
Plan pursuant to which awards may be decreased, but not increased), and may
approve the payment of awards where business unit performance would otherwise
not meet the minimum criteria set for payment of awards. In no event will short-
term incentive payments exceed 150% of the target amount.

The short-term annual incentive plans of the Company and its subsidiaries
provide target compensation of 20% to 75% of Salary Midpoint, depending on the
executive officer's position. Although it varies by business unit, target awards
generally are tied to the annual operating and financial targets for the
particular business unit, and in most cases, to longer-term objectives such as
long-term adjusted return on equity performance targets for the business unit.

Long-Term Incentive Compensation. For 1999, the long-term incentive
compensation plans for the Company and its subsidiaries, established at target
performance levels by the Compensation Committee, were designed to provide the
equivalent of 10% to 145% of Salary Midpoint (unless the amount is currently
taxable, in which case the targets are adjusted accordingly).

The long-term incentive compensation plan for the parent holding company
uses the Company's consolidated adjusted return on equity as a measure of
incentive compensation. The consolidated adjusted return on equity target is
established by the Nominating and Compensation Committee, and is set at a level
believed to provide an appropriate measure of stockholder protection. In
general, each year participants are granted dollar-denominated target base
period awards based on performance periods of two years and target consistent
performance awards based on performance periods of up to five years. Target
awards are set based on a percentage of each executive officer's Salary
Midpoint, and are adjusted as of the end of the base period based upon the
Company's consolidated adjusted return on equity. Consistent performance awards
are intended to supplement the base period awards granted to participants. No
consistent performance award is payable if the Company's consolidated adjusted
return on equity performance for the relevant period is at or below target.

Approximately sixty-five percent of all of the foregoing awards are
distributed in shares of Class A Common, the transfer of which is restricted for
ten years, with the number of shares awarded being based on the average closing
price of Class A Common on the New York Stock Exchange at the end of each week
during the last year of the appropriate performance period. An average price
mechanism, rather than year-end price or price on the date of payment, is used
in determining the number of shares to be awarded because the Nominating and
Compensation Committee believes that valuation at a single point in time in a
year is likely to lead to inappropriate results. The balance of the award is
paid in cash and is intended to be the approximate amount required to be
withheld by the Company and paid to applicable federal, state and local income
taxing authorities based upon statutorily determined withholding rates.

The Nominating and Compensation Committee believes that these incentive
compensation plan awards promote a long-term focus on the profitability of the
Company because, although a recipient may receive a payout after the end of the
base period and each consistent performance period, he is effectively required
to invest the noncash portion of the payout in the Company for up to ten years.
This is because the shares distributed may not be transferred for ten years
following the last day of the base period. During the restriction period, the
ultimate value of a payout is subject to change based upon the value of the
Class A Common. The value is enhanced as the value of the Class A Common
appreciates (or is decreased as the value of the Class A Common depreciates),
and thus such awards provide the recipient with an incentive over the ten-year
period to increase the value of the Company, to be reflected in the increased
value of the Class A Common.

The subsidiaries' long-term incentive compensation plans are linked to
future performance of the particular business unit. Similar to the parent
holding company's long-term incentive plan, each subsidiary plan establishes
target awards based on an executive officer's Salary Midpoint. Under the plans
at NMHG and Hamilton Beach/Proctor-Silex, the target award is set with the grant
of "book value appreciation units." The actual amount paid ten years after the
date of original grant depends upon the increase in the book value of the
particular business unit over the time period. Participants in such plans may
elect to have such amount deferred and paid under the deferred compensation plan
of their respective subsidiary. The North American Coal long-term incentive
compensation plan provides for awards of the right to participate in the plan at
a rate
17
<PAGE> 19

equal to a specified percentage of the individual's Salary Midpoint. The target
amount allocated to a participant is adjusted at the end of each year for the
actual net income during that plan year to determine the annual net income
appreciation of current and new mining projects against previously set annual
targets. Similarly, the target amount is adjusted at the end of each year for
the actual cumulative net income for the term of the plan to date to determine
the cumulative net income appreciation of current and new projects against
previously set targets. At the end of each plan year, the target amount is also
adjusted for the present value of expected cumulative net income appreciation of
all new projects initiated during that year to determine the net income
appreciation due to the acquisition of new projects against previously set
targets. Finally, if it is determined in any plan year that a new project has
provided significantly less net income appreciation than originally expected,
then the amount of any prior award previously attributed to that project will
reduce the new project adjustment in that year. If the new project adjustment is
large enough, it is possible for participants to receive negative awards in a
given year. Amounts credited under the North American Coal Long-Term Plan, which
became effective on January 1, 1990, vest at the rate of 10% for each year
following the effective date of the initial award and were fully vested on
December 31, 1999, and were paid in cash during the first calendar quarter of
2000 (or if so elected by the participant, deferred and paid under The North
American Coal Deferred Compensation Plan).

The long-term incentive plans at the Company and its subsidiaries generally
require long-term commitment on the part of the Company's executive officers,
and cash withdrawals or stock sales are generally not permitted for a number of
years. Rather, the awarded amount is effectively invested in the enterprise for
an extended period to strengthen the tie between stockholders' and executive
officers' long-term interests. The ultimate compensation purpose of such
long-term incentive plans is to enable executive officers to accumulate capital
through future managerial performance, which contributes to the future success
of the Company's businesses.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The compensation awarded to the Company's chief executive officer reflects
the basic philosophy generally discussed above that compensation for all
employees should be based on Company and individual performance.

The Nominating and Compensation Committee considered that in 1999 the
Company had mixed results. The Company continued to achieve improved levels of
total sales and realized much improved results in its housewares business. In
addition, the Company continued its progress towards completion of its strategic
objectives. Nevertheless, the Company realized reduced total earnings,
principally due to the difficult competitive environment prevailing in the
forklift truck industry, particularly as a result of adverse currency movements
and the implementation by NMHG of its strategy to acquire selected wholly owned
retail forklift truck dealerships. The Committee believes that Mr. Rankin
continues to provide solid leadership as chief executive officer of the Company.

In consideration of the Company's results in 1999, the Nominating and
Compensation Committee did not increase Mr. Rankin's base salary in 2000. With
respect to incentive compensation, Mr. Rankin's awards for 1999 under the
Company's short-term and long-term incentive compensation plans were determined
in the same manner as for all other participants in those plans. The Nominating
and Compensation Committee established Mr. Rankin's short-term incentive
compensation participation for 1999 at 75% of his Salary Midpoint. The actual
performance of the Company in 1999 in terms of consolidated adjusted return on
equity, and the actual performance of certain subsidiaries in terms of net
income, market share and other strategic operating factors were predominantly
below targeted levels of performance. The overall performance against target,
and accordingly the annual incentive awards to all plan participants, including
Mr. Rankin, was 61.7% under the Company's Short-Term Plan and 40.8% under the
Company's Supplemental Short-Term Plan, for an aggregate annual incentive
compensation plan performance against target of 53.4%.

The Company's 1999 financial results also have impacted long-term incentive
compensation payouts for 1999. The long-term award targeted for Mr. Rankin in
1999 by the Nominating and Compensation Committee was 160.0% of his Salary
Midpoint (adjusted from 145.0% to take into consideration the fact that

18
<PAGE> 20

the award is currently taxable to Mr. Rankin). Accordingly, awards to all plan
participants, including Mr. Rankin, under the NACCO Long-Term Plan for the
two-year period from January 1, 1998 through December 31, 1999, which was paid
in early 2000, was 78.65% of targeted amounts. The NACCO Long-Term Plan also
provides for payment of "consistent performance awards" when the Company's
consolidated adjusted return on equity over multiple-year periods exceeds a
pre-established target. The consolidated adjusted return on equity calculated
pursuant to the 1996 NACCO Long-Term Plan for the forty-eight month period
ending December 31, 1999 exceeded the target established in 1996. Accordingly,
plan participants, including Mr. Rankin, received consistent performance awards
equal to 2.0% of their respective 1996 actual long-term awards.

<TABLE>
<S> <C>
ROBERT M. GATES JOHN F. TURBEN
RICHARD DE J. OSBORNE DENNIS W. LABARRE*
IAN M. ROSS, CHAIRMAN ALFRED M. RANKIN, JR.*
JOHN C. SAWHILL
</TABLE>

* Messrs. LaBarre and Rankin are members of the compensation committees of the
Company's principal subsidiaries only.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Dennis W. LaBarre, a director of the Company and its principal subsidiaries
and a member of the compensation committees of the principal subsidiaries of the
Company (but not of the Company), is a partner in the law firm of Jones, Day,
Reavis & Pogue. Such firm provided legal services on behalf of the Company and
its principal subsidiaries during 1999 on a variety of matters, and it is
anticipated that such firm will provide such services in 2000.

Alfred M. Rankin, Jr., a director of the Company and its principal
subsidiaries and a member of the compensation committees of the principal
subsidiaries of the Company (but not of the Company), is chairman, president and
chief executive officer of the Company.

19
<PAGE> 21

STOCK PRICE PERFORMANCE PRESENTATION

The following graphs compare the Company's total annual stock price
performance on Class A Common against the total stock price performance of the
S&P 500 Composite Stock Index and, in the case of Graph 1, the S&P Diversified
Machinery Composite Index for the periods indicated. The graphs present the
year-end value of a $100 investment, at the base point, for each index assuming
the reinvestment of dividends.

In accordance with the regulations promulgated by the SEC, Graph 1 compares
the stock price performance based upon the difference between the stock price at
the beginning of each fiscal year and the stock price at the end of the fiscal
year for the five-year period commencing January 1, 1995 (base point December
31, 1994) and ending December 31, 1999.

1995-1999 STOCK PRICE PERFORMANCE
GRAPH 1

<TABLE>
<CAPTION>
NACCO S&P 500 S&P DIVERSIFIED MACHINERY
----- ------- -------------------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 116.18 137.55 123.41
1996 113.59 169.11 153.82
1997 230.21 225.52 203.47
1998 199.05 289.96 169.33
1999 121.73 350.46 200.20
</TABLE>

Assumes $100 invested at December 31, 1994 with dividends reinvested

20
<PAGE> 22

The Company believes that the measurement set forth in Graph 1, which is
based upon the stock price at a single point in time in each year, does not
adequately reflect the Company's stock price performance over the period because
of the numerous periodic fluctuations throughout the year in both the price of
the Company's stock and the level of the S&P 500 Composite Stock Index. The
Company, therefore, has provided Graph 2, which compares the returns for the
Company and the S&P 500 Composite Stock Index based upon the average of the
daily closing stock price (portrayed by the data presented in bold type)
compared with the corresponding information from Graph 1, which is based upon
the change in the stock price for each fiscal year for the same period as in
Graph 1.

1995-1999 STOCK PRICE PERFORMANCE
GRAPH 2

<TABLE>
<CAPTION>
NACCO (12-MONTH S & P (12-MONTH
NACCO S&P 500 MOVING AVERAGE VALUE) MOVING AVERAGE VALUE)
----- ------- --------------------- ---------------------
<S> <C> <C> <C> <C>
1994 100.00 100.00 100.00 100.00
1995 116.18 137.55 117.87 119.46
1996 113.59 169.11 112.03 151.33
1997 230.21 225.52 156.77 201.17
1998 199.05 289.96 253.97 254.04
1999 121.73 350.46 158.07 314.71
</TABLE>

Assumes $100 invested at December 31, 1994 with dividends reinvested
12-month moving average data is based upon the daily closing price

21
<PAGE> 23

The Company believes that although sustained operating and financial
performance will ultimately be reflected in stock price, the five-year period
portrayed in the foregoing graphs is too brief a period over which to measure
the results of significant strategic activities, and that corporate financial
and strategic performance will be reflected in stock price only when measured
over the long term. Accordingly, the long-term incentive compensation plans of
the Company and its subsidiaries are linked to values reflecting long-term
operating and financial achievement, not short-term stock price fluctuations, as
further described in the "Report of the Compensation Committee on Executive
Compensation -- Executive Compensation and Company Performance -- Long-Term
Incentive Compensation" on pages 17 to 18. The Company, therefore, has included
Graph 3 which compares the 10-year returns for the Company and the S&P 500
Composite Stock Index based on the average stock price for the year computed
using the same method as in Graph 2 for the 10-year period commencing January 1,
1990 (base point December 31, 1989) and ending December 31, 1999.

1990-1999 STOCK PRICE PERFORMANCE
GRAPH 3

<TABLE>
<CAPTION>
NACCO (12-MONTH MOVING AVERAGE S & P (12-MONTH MOVING AVERAGE
VALUE) VALUE)
------------------------------ ------------------------------
<S> <C> <C>
1989 100.00 100.00
1990 88.47 96.22
1991 80.97 112.09
1992 89.07 127.73
1993 92.70 142.61
1994 106.25 149.33
1995 109.90 180.71
1996 104.45 228.92
1997 146.16 304.32
1998 236.79 384.30
1999 147.38 476.08
</TABLE>

Assumes $100 invested at December 31, 1989 with dividends reinvested
12-month moving average data is based upon the daily closing price

22
<PAGE> 24

The following table contains the annual returns expressed in percentages
for the indices set forth in the preceding graphs.

ANNUAL RETURNS OF INDICES INCLUDED ON STOCK PRICE PERFORMANCE GRAPHS

<TABLE>
<CAPTION>
YEAR-END CLOSING PRICE
------------------------------- AVERAGE OF DAILY
S&P CLOSING PRICE
DIVERSIFIED -----------------------------------
YEAR NACCO S&P 500 MACHINERY NACCO S&P 500 NACCO S&P 500
- ---- ------- ------- ----------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
1989 0.00% 0.00%
1990 -11.53% -3.78%
1991 -8.48% 16.49%
1992 10.00% 13.95%
1993 4.08% 11.65%
1994 0.00% 0.00% 0.00% 0.00% 0.00% 14.62% 4.71%
1995 16.18% 37.58% 23.41% 17.87% 19.46% 3.44% 21.01%
1996 -2.23% 22.96% 24.64% -4.96% 26.68% -4.96% 26.68%
1997 102.67% 33.36% 32.28% 39.94% 32.93% 39.93% 32.94%
1998 -13.54% 28.58% -16.78% 62.00% 26.28% 62.01% 26.28%
1999 -38.84% 21.04% 18.23% -37.76% 23.88% -37.76% 23.88%
</TABLE>

PENSION PLANS

NORTH AMERICAN COAL PENSION PLANS

The following table sets forth the estimated maximum annual benefits under
the North American Coal defined benefit pension plans (both qualified and
non-qualified) which would be payable on a straight life annuity basis, in
various compensation classifications upon retirement at age 65, after selected
periods of service:

<TABLE>
<CAPTION>
FINAL
AVERAGE YEARS OF SERVICE AT RETIREMENT (AGE 65)
ANNUAL PAY ----------------------------------------------------
AGE 65 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $ 27,521 $ 36,694 $ 45,865 $ 55,041 $ 58,166
150,000 33,521 44,694 55,865 67,041 71,791
175,000 39,521 52,694 65,865 79,041 83,416
200,000 45,521 60,694 75,865 91,041 96,041
225,000 51,521 68,694 85,865 103,041 108,666
250,000 57,521 76,694 95,865 115,041 121,291
300,000 69,521 92,694 115,865 139,041 146,541
350,000 81,521 108,694 135,865 163,041 172,791
400,000 93,521 124,694 155,865 187,041 197,041
450,000 105,521 140,694 175,865 211,041 222,291
500,000 117,521 156,694 195,865 235,041 247,541
550,000 129,521 172,694 215,865 259,041 273,791
600,000 141,521 188,694 235,865 283,041 298,041
650,000 153,521 204,694 255,865 307,041 323,291
700,000 165,521 220,694 275,865 331,041 348,541
750,000 177,521 236,694 295,865 355,041 374,791
800,000 189,521 252,694 315,865 379,041 399,041
</TABLE>

23
<PAGE> 25

For computing pension benefits under the North American Coal plans, "Final
Average Annual Pay" is based on the average annual earnings for the highest five
consecutive years during the last ten years prior to retirement. Earnings
include those amounts shown in the "Salary" and "Bonus" columns of the Summary
Compensation Table on page 10, which are paid to the executive officers, other
than amounts which represent severance payments, relocation allowances and other
similar fringe benefits. The 1999 earnings of Mr. Miercort that would be taken
into account under the plans is $519,379.

As of December 31, 1999, the number of years of service under the North
American Coal plans for Mr. Miercort is 24 years. The benefits under the North
American Coal plans for Mr. Miercort are not subject to a Social Security
offset.

HAMILTON BEACH/PROCTOR-SILEX PENSION PLANS

For 1996, Mr. Posey was covered by the defined benefit cash balance plans
(both qualified and non-qualified) of Hamilton Beach/Proctor-Silex. Hamilton
Beach/Proctor-Silex credited an amount to a notional account for each covered
employee under the plans based on a formula which took into account the
employee's age, compensation and Hamilton Beach/Proctor-Silex's profits.
Effective as of December 31, 1996, the defined benefit cash balance plans (both
qualified and non-qualified) of Hamilton Beach/Proctor-Silex were permanently
frozen for all participants.

The frozen notional account balances are credited with interest equal to 1%
above the one-year Treasury Bill rate (with a minimum of 5% and a maximum of
12%) until benefit commencement. The notional account balances are paid in the
form of a lump sum or are converted to an annuity to provide monthly benefit
payments. The estimated annual pension benefit for Mr. Posey under the cash
balance plans, based on compensation, service and interest credits through
December 31, 1999, which would be payable on a straight life annuity basis at
age 65, is $792.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership of such securities with the SEC and the New York Stock Exchange.
Officers, directors and greater than ten percent beneficial owners are required
by applicable regulations to furnish the Company with copies of all Section
16(a) forms they file.

Based upon its review of the copies of Section 16(a) forms received by it,
and upon written representations from reporting persons concerning the necessity
of filing a Form 5-Annual Statement of Changes in Beneficial Ownership, the
Company believes that, during 1999, all filing requirements applicable for
reporting persons were met, except as follows:

James T. Rankin filed a report on Form 5 which identified one transaction
not reported on a timely basis; and Susan Sichel filed a report on Form 5 which
identified four transactions not reported on a timely basis.

2. CONFIRMATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors of the Company recommends a vote for confirmation of
the appointment of Arthur Andersen LLP as the independent certified public
accountants of the Company and its subsidiaries to audit the books and accounts
for the Company and its subsidiaries for the current fiscal year. It is intended
that the shares represented by proxies in the enclosed form(s) will be voted for
confirmation of Arthur Andersen LLP as the independent certified public
accountants, unless contrary instructions are received. It is expected that
representatives of Arthur Andersen LLP will attend the Annual Meeting, with the
opportunity to make a statement if they so desire, and will be available to
answer appropriate questions.

24
<PAGE> 26

SUBMISSION OF STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be eligible for inclusion in the
Company's proxy statement and form of proxy relating to the Company's next
annual meeting must be received at the Company's executive offices on or before
December 4, 2000. Such proposals must be addressed to the Company, 5875
Landerbrook Drive, Mayfield Heights, Ohio 44124-4017, Attention: Secretary. The
Company's Nominating and Compensation Committee will consider stockholder
suggestions for nominees for election to the Company's Board of Directors if
such suggestions are in writing, set forth the nominee's name, address and
ownership of Class A Common and Class B Common, and are accompanied by a resume
of the nominee's education and business experience (including directorships,
employments and civic activities) and a written consent by the nominee that such
nominee is desirous of being considered as a nominee and, if nominated and
elected, such nominee will serve as a director. Such suggestions should be
submitted in the manner and to the address set forth above and must be received
at the Company's executive offices on or before December 31, 2000. Any
stockholder intending to propose any matter at the next annual meeting but not
intending for the Company to include the matter in its proxy statement and proxy
related to the next annual meeting must notify the Company by February 19, 2001
of such intention. If the Company does not receive such notice by that date, the
notice will be considered untimely. The Company's proxy for the next annual
meeting will grant authority to the persons named therein to exercise their
voting discretion with respect to any such matter of which the Company does not
receive notice by February 19, 2001. Notices should be submitted in the manner
and to the address set forth above.

SOLICITATION OF PROXIES

The Company will bear the costs of soliciting proxies from its
stockholders. In addition to the use of the mails, proxies may be solicited by
the directors, officers and employees of the Company by personal interview,
telephone or telegram. Such directors, officers and employees will not be
additionally compensated for such solicitation, but may be reimbursed for
out-of-pocket expenses incurred in connection therewith. Arrangements will also
be made with brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation material to the beneficial owners of Class A
Common and Class B Common held of record by such persons, and the Company will
reimburse such brokerage houses, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred in connection therewith.

OTHER MATTERS

The directors know of no other matters which are likely to be brought
before the meeting. The Company did not receive notice by February 10, 2000 of
any other matter intended to be raised by a stockholder at the Annual Meeting.
Therefore, the enclosed proxy card grants to the persons named in the proxy card
the authority to vote in their best judgment regarding all other matters
properly raised at the Annual Meeting.

CHARLES A. BITTENBENDER
Secretary

Mayfield Heights, Ohio
April 3, 2000

IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING ARE URGED TO FILL OUT, DATE AND MAIL THE
ENCLOSED FORM(S) OF PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. STOCKHOLDERS WHO HOLD BOTH CLASS A COMMON AND CLASS
B COMMON SHOULD FILL OUT, SIGN, DATE AND RETURN BOTH FORMS OF PROXY.

25
<PAGE> 27
PROXY

NACCO INDUSTRIES, INC.
CLASS A COMMON STOCK
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING, MAY 10, 2000

The undersigned hereby appoints Robert M. Gates, Alfred M. Rankin, Jr. and Ian
M. Ross, and each of them, as proxies, with full power of substitution, to vote
and act for and in the name of the undersigned as fully as the undersigned could
vote and act if personally present at the annual meeting of stockholders of
NACCO Industries, Inc. to be held on May 10, 2000, and at any adjournment or
adjournments thereof, as follows and in accordance with their judgement upon any
other matter properly presented.

The election of the nominees listed below as directors are:

Owsley Brown II, Robert M. Gates, Leon J. Hendrix, Jr., David H. Hoag,
Dennis W. LaBarre, Richard de J. Osborne, Alfred M. Rankin, Jr., Ian M. Ross,
John C. Sawhill, Britton T. Taplin, David F. Taplin and John F. Turben.

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

ANNUAL
MEETING OF
NACCO INDUSTRIES, INC. STOCKHOLDERS

May 10, 2000
<PAGE> 28

PLEASE MARK YOUR 2056
[X] VOTE AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS AND FOR PROPOSAL 2.

<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________________

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
_________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Proposal to confirm
Directors [ ] [ ] the appointment of [ ] [ ] [ ]
(SEE REVERSE) Arthur Andersen LLP
as independent
For, except vote withheld from the following nominee(s): certified public
accountants.
________________________________________________________
_________________________________________________________________________________________________________________________

Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such.

________________________________________________________________

________________________________________________________________
SIGNATURE(S) DATE

- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
FOLD AND DETACH HERE

IMPORTANT: PLEASE VOTE, DATE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
<PAGE> 29

PROXY

NACCO INDUSTRIES, INC.
CLASS B COMMON STOCK
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING, MAY 10, 2000

The election of the nominees listed below as directors are:

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

ANNUAL
MEETING OF
NACCO INDUSTRIES, INC. STOCKHOLDERS

May 10, 2000
<PAGE> 30

PLEASE MARK YOUR 2057
[X] VOTE AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS AND FOR PROPOSAL 2.

<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________________

Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such.

________________________________________________________________

________________________________________________________________
SIGNATURE(S) DATE

- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
FOLD AND DETACH HERE

IMPORTANT: PLEASE VOTE, DATE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED