SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to
__________________
Commission file number 33-28812
HYSTER - YALE MATERIALS HANDLING, INC.
(Exact name of registrant as specified in its charter).
Delaware 34-1617886
(State or other jurisdiction of (IRS Employer
identification No.)
incorporation or organization)
2701 NW Vaughn, Portland, Oregon 97210
(Address of principal executive offices) (Zip code)
(503) 721-6000
Registrant's telephone number, including area code
NONE
Former name, former address and former fiscal year, if changed
since last report
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the
last 90 days.
Yes X No
Number of shares of Common Stock outstanding at October 31, 1994:
5,598.857
<PAGE>
HYSTER-YALE MATERIALS HANDLING, INC.
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
PAGE NO.
Item 1 - Financial Statements
Unaudited Consolidated Balance Sheets - September 30, 1994
and December 31, 1993 3
Unaudited Consolidated Statements of Income - for the Three
Months and Nine Months ended September 30, 1994 and 1993 4
Unaudited Consolidated Statements of Cash Flows - for the
Nine Months ended September 30, 1994 and 1993 5
Notes to Unaudited Consolidated Financial Statements 6-7
Item 2 - Management's Discussion and Analysis of Results of
Operations and Financial Condition 8-11
Part II. OTHER INFORMATION 12-14
<PAGE>
PART I
ITEM 1 - Financial Statements
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
September 30 December 31
1994 1993
(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 21,979 $ 20,255
Accounts receivable, net 118,112 104,959
Inventories 204,101 151,216
Assets held for sale 11,605 11,991
Deferred income taxes 7,276 6,639
Prepaid expenses and other 5,683 7,547
368,756 302,607
Other Assets, net 10,624 9,969
Property, Plant and Equipment, net 126,325 121,732
Deferred Charges:
Goodwill, net 375,786 383,927
Other, net 11,809 14,800
387,595 398,727
$893,300 $833,035
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $134,132 $97,753
Short-term obligations 14,089 7,853
Current maturities of long-term
obligations 77,538 28,388
Accrued expenses 67,133 66,664
Accrued income taxes 15,925 22,266
Deferred income taxes 1,067 2,383
309,884 225,307
Other Liabilities 52,141 46,079
Deferred Income Taxes 13,340 14,180
Long-Term Obligations 221,059 290,343
Stockholders' Equity:
Common Stock 6 6
Capital in excess of par value 198,205 173,205
Retained income 89,355 82,875
Foreign currency translation
adjustment and other 9,310 1,040
296,876 257,126
$893,300 $833,035
See notes to unaudited consolidated financial statements.
<PAGE>
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30 September 30
(In thousands) (In thousands)
1994 1993 1994 1993
Net sales $289,739 $217,516 $825,425 $660,880
Cost of sales 232,672 176,573 658,028 528,704
Gross profit 57,067 40,943 167,397 132,176
Selling, administrative
and general expenses 39,825 32,200 113,837 100,502
Goodwill amortization 2,711 2,710 8,133 8,131
Operating profit 14,531 6,033 45,427 23,543
Other income (expense):
Interest income 255 154 642 481
Interest expense (8,245) (10,032) (26,187) (31,157)
Other, net 840 (1,340) 324 (1,374)
(7,150) (11,218) (25,221) (32,050)
Income (loss) before
income taxes and
extraordinary charge7,381 (5,185) 20,206 (8,507)
Income tax provision
(benefit) 3,839 2,135 10,507 (179)
Income (loss) before
extraordinary charge 3,542 (7,320) 9,699 (8,328)
Extraordinary charge,
net of tax - - (3,219) (3,292)
Net income (loss) $3,542 $(7,320) $6,480 $(11,620)
See notes to unaudited consolidated financial statements.
<PAGE>
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30
(In thousands)
1994 1993
Operating Activities:
Net income (loss) $6,480 $(11,620)
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities
Extraordinary charge, net of tax 1,790 2,269
Depreciation and amortization 24,566 23,851
Deferred income taxes (2,829) (2,446)
Reserves for self-insurance 2,278 2,893
Other, net 1,172 1,543
Working Capital Changes:
Accounts receivable (4,949) (14,480)
Inventories (47,085) 5,650
Accounts payable 29,145 25,219
Other current assets 2,083 598
Other current liabilities (5,700) (8,437)
Net cash provided by
operating activities 6,951 25,040
Investing Activities:
Expenditures for property,
plant and equipment (18,727) (14,793)
Other (67) 4,160
Net cash (used)
by investing activities (18,794) (10,633)
Financing Activities:
Additions to long-term obligations 1,830 1,038
Reduction of long-term obligations (65,699) (24,318)
Revolving credit facilities, net 43,600 (7,500)
Short-term obligations, net 3,083 (1,994)
Capital Contribution 25,000 28,272
Other 1,260 1,991
Net cash provided (used)
by financing activities 9,074 (2,511)
Effect of exchange rate changes on cash 4,493 (686)
Cash and Cash Equivalents:
Increase (decrease) for the period 1,724 11,210
Balance at the beginning of period 20,255 7,865
Balance at the end of period $ 21,979 $ 19,075
See notes to unaudited consolidated financial statements.
<PAGE>
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1994
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of
Hyster-Yale Materials Handling, Inc. and subsidiaries (the
Company) include the accounts of Hyster-Yale Materials Handling,
Inc. (Hyster-Yale), a 97% owned subsidiary of NACCO Industries,
Inc. (NACCO), and its wholly-owned subsidiaries NACCO Materials
Handling Group, Inc. and NACCO Materials Handling Holding Co.
The Company primarily does business as NACCO Materials Handling
Group, Inc. with two product brands, Hyster and Yale.
These financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
of the financial position of the Company as of September 30,
1994, and the results of its operations for the three month and
nine month periods and cash flows for the nine month periods
ended September 30, 1994 and 1993 have been included.
Operating results for the three month and nine month periods
ended September 30, 1994 are not necessarily indicative of the
results that may be expected for the year ended December 31,
1994. For further information, refer to the consolidated
financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December
31, 1993.
Certain amounts in the prior periods' unaudited consolidated
financial statements have been reclassified to conform to the
current periods' presentation.
Note B - Extraordinary Charge
The 1994 extraordinary charge of $3.2 million, net of $2.0
million in tax benefits, represents the write-off of premiums and
unamortized debt issuance costs associated with the retirement of
approximately $72 million of the Company's 12-3/8%
subordinated debentures. The Company retired approximately $48
million of debentures in August, 1994 using internally generated
funds and a $25 million equity contribution from existing
shareholders.
The Company also amended its existing senior bank credit
agreement during the second quarter to permit the accelerated use
of $25 million to retire additional subordinated debentures. On
November 9, 1994 the Company gave notice to its trustee to call
approximately $24 million face value of additional debentures.
The existing senior bank credit agreement also permits a further
$25 million of subordinated debentures to be retired when the
Company achieves a 43% debt to total capitalization ratio as
defined in the agreement. At September 30, 1994, this ratio was
47%.
The 1993 extraordinary charge related to retirement of
approximately $50 million of subordinated debentures.
<PAGE>
Note C - Inventories
Inventories are summarized as follows:
September 30 December 31
1994 1993
(In thousands) (In thousands)
Finished goods and service parts $ 86,341 $ 81,549
Raw materials and work in progress 129,402 80,304
LIFO Reserve (11,642) (10,637)
Total $204,101 $151,216
The cost of inventories has been determined by the last-in first-
out (LIFO) method for 61% of such inventories as of September 30,
1994 and December 31, 1993.
<PAGE>
ITEM 2 - Management's Discussion and Analysis of Results of
Operations and Financial Condition
FINANCIAL REVIEW
The results of operations for the Company were as follows for
September 30:
Three Months Ended Nine Months Ended
September 30 September 30
(In millions) (In millions)
1994 1993 1994 1993
Revenues
Americas $ 204.8 $ 157.1 $ 582.0 $ 469.1
Europe, Africa and Middle East 65.3 50.7 194.7 160.7
Asia-Pacific 19.6 9.7 48.7 31.1
$ 289.7 $ 217.5 $ 825.4 $ 660.9
Operating profit
Americas $ 11.5 $ 7.3 $ 35.7 $ 25.1
Europe, Africa and Middle East 1.0 (1.7) 5.0 (2.9)
Asia-Pacific 2.0 0.4 4.7 1.3
$ 14.5 $ 6.0 $ 45.4 $ 23.5
Operating profit excluding goodwill amortization
Americas $ 13.4 $ 9.2 $ 41.6 $ 31.0
Europe, Africa and Middle East 1.7 (0.9) 7.1 (0.8)
Asia-Pacific 2.1 0.4 4.8 1.4
$ 17.2 $ 8.7 $ 53.5 $ 31.6
Third Quarter of 1994 Compared With Third Quarter of 1993
The following schedule details the components of the changes in
revenues, operating profit and net income (loss) for the third
quarter of 1994 compared with 1993.
Net
Operating Income
Revenues Profit (Loss)
(In millions)
1993 $217.5 $6.0 $(7.3)
Increase (Decrease) in 1994 from:
Lift truck unit volume 60.3 12.4 8.1
Sales mix (3.5) (2.1) (1.4)
Average sales price 2.7 2.7 1.8
Service parts 7.8 3.5 2.3
Manufacturing cost (0.9) (0.6)
Other operating expense (7.5) (4.9)
Foreign currency 4.9 0.4 0.2
Other income and expense 2.7
Differences between effective and statutory
tax rates 2.6
1994 $289.7 $14.5 $3.5
<PAGE>
Increased unit volume in 1994 reflected the continued economic
improvement in North America and gains in global market share.
European and Japanese markets remained slow during the quarter,
however, signs of recovery began to appear. While discounting
continued to be prevalent in the forklift industry, pricing
improved slightly, primarily in North America. The negative mix
resulted from higher sales in low margin European countries and
higher sales of low margin products in North America. The
service parts business continued to improve worldwide due to the
strength of the economy in North America, and new marketing
programs and dealers in Europe.
The unfavorable manufacturing costs variance was due to shipment
delays caused by vendor parts shortages and increased warranty
costs partially offset by plant efficiencies caused by increased
volumes. Other operating expenses have increased due to higher
marketing expenses associated with strategic programs and
increased incentive based payroll costs. The weaker U.S. Dollar
caused translated net sales to be higher during 1994.
Nine Months Ended September 30, 1994 Compared With Nine Months
Ended September 30, 1993
The following schedule details the components of the changes in
revenues, operating profit and net income (loss) for the nine
months ended September 30, 1994 compared with 1993:
Net
Operating Income
Revenues Profit (Loss)
(In millions)
1993 $660.9 $23.5 $(11.6)
Increase (Decrease) in 1994 from:
Lift truck unit volume 133.8 26.6 17.3
Sales mix 5.6 1.9 1.2
Average sales price 7.3 7.3 4.8
Service parts 16.6 6.9 4.5
Manufacturing cost (3.4) (2.2)
Other operating expense (13.1) (8.5)
Foreign currency 1.2 (4.3) (3.1)
Other income and expense 4.7
Differences between effective
and statutory tax rates (0.6)
1994 $825.4 $45.4 $6.5
The results for the nine months of 1994 versus 1993 improved
significantly due to large volume increases consistent with the
third quarter comparison above. The improvement in sales mix was
attributable to new product introductions in late 1993 that
increased sales of higher value lift trucks. Pricing was
improved due to increased demand in North America. Service parts
business was strong, particularly in North America and
profitability improved worldwide.
Manufacturing costs increased slightly due to shipment delays
caused by vendor parts shortages and volume driven warranty
charges offset partially by higher absorption of fixed costs as
production volumes climbed. Increased other operating expense is
due to higher marketing and engineering costs that support
strategic programs and increased incentive based payroll costs.
The positive foreign currency effect on revenues is caused by
translation of a stronger Pound Sterling and Australian Dollar to
the U.S. Dollar while operating profit was adversely affected by
the strong Japanese Yen which increased the cost of product
sourced from Japan.
<PAGE>
The Company's backlog of orders at September 30, 1994 was
approximately 23,800 units compared to 12,000 units at December
31, 1993. Backlog has increased due to a significant increase in
orders in North America and Europe. Management believes that the
backlog level is consistent with overall increases in industry
backlog levels. The strong 1994 order rate has resulted in
longer lead times for selected models. The Company is continuing
to pursue reduced delivery lead times.
Other Income and Expense
Items of other income (expense) were as follows for the periods
ended September 30:
Three Months Ended Nine Months Ended
September 30 September 30
(In Millions)
1994 1993 1994 1993
Interest Income $0.3 $0.2 $0.6 $0.5
Interest Expense (8.2) (10.0) (26.2) (31.2)
Other - net 0.8 (1.3) 0.3 (1.3)
The reduction in interest expense in 1994 is due to lower levels
of debt in 1994. Included in other net are the improved 1994
results of Sumitomo Yale, a 50% owned joint venture, as compared
with the same periods in 1993. During the first nine months of
1993 other-net included a $2.1 million gain from the sale of a
former plant site.
Provision for Income Taxes
The effective income tax rates for the periods ended September 30
were as follows:
Three Months Ended Nine Months Ended
September 30 September 30
(In Millions)
1994 1993 1994 1993
Income (loss) before income
taxes and extraordinary charge $7.4 $(5.2) $20.2 $(8.5)
Provision (benefit) for
income taxes $3.8 $2.1 $10.5 $(0.2)
Effective income tax rate 52% N.M. 52% N.M.
Effective tax rates in 1993 are not meaningful due to pretax
losses not benefited due to the adverse effect of permanent
differences (primarily goodwill). The effective rate in 1994 is
higher than the statutory rate due to the same permanent
differences.
Extraordinary Charges
The extraordinary charges of $3.2 million, net of $2.0 million in
tax benefits in 1994 and $3.3 million, net of $2.0 million in tax
benefits in 1993, represent the write-off of premiums and
unamortized debt issuance costs associated with the partial
redemption of the Company's 12-3/8% subordinated debentures.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Expenditures for property, plant and equipment were $4.8 million
and $18.7 million for the third quarter and nine months of 1994,
respectively. Increased lift truck demand has required the
Company to invest in additional production capacity. The Company
is investing to break bottlenecks at all of its plants and has
undertaken expansion of its Craigavon, Northern Ireland and
Irvine, Scotland production facilities. Estimated capital
expenditures for the remainder of 1994 will be approximately $8.2
million. Principal sources of financing these capital
expenditures are internally generated funds, bank borrowings and
government assistance grants.
The increased demand and shipment delays due to vendor shortages
have caused the Company's inventory levels to increase from
December 31, 1993 to September 30, 1994, approximately $52.9
million.
The Company retired approximately $48 million of subordinated
debentures in August, 1994 using internally generated funds and a
$25 million equity contribution from existing shareholders. The
Company also amended its existing senior bank credit agreement
during the second quarter to permit the accelerated use of $25
million to retire additional subordinated debentures in 1994. On
November 9, 1994 the Company gave notice to its trustee to call
approximately $24 million face value of additional debentures.
The existing senior bank credit agreement also permits a further
$25 million of subordinated debentures to be retired when the
Company achieves a 43% debt to total capitalization ratio as
defined in the agreement. At September 30, 1994, this ratio was
47%. During the third quarter the Company met its two margin
reduction ratios that will result in a 0.50% reduction in its
interest rate during the fourth quarter of 1994.
The Company believes it can meet all of its current and long-term
commitments and operating needs through internally generated
funds and borrowings available under committed revolving credit
agreements. As of October 31, 1994 there was $94.3 million
available under the senior bank revolving credit facility.
<PAGE>
PART II
Item 1 - Legal Proceedings
None
Item 2 - Change in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits. See Exhibit Index on page 14 of this
quarterly report on Form 10-Q.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Hyster-Yale Materials Handling, Inc.
(Registrant)
/S/ Roger A. Jensen
Roger A. Jensen
Controller
(Chief Accounting Officer)
Date: November 11, 1994
<PAGE>
EXHIBIT INDEX
Exhibit 10
(XCIX) Amendment No. 1 to the Amended and Restated NACCO
Materials Handling Group, Inc. Unfunded Benefit Plan
effective as of October 1, 1994 is attached hereto as
Exhibit 10 (XCIX).
(C) Amendment dated as of January 1, 1994 to the Third
Amendment and Restated Operating Agreement dated as of
November 7, 1991, between NACCO Materials Handling Group,
Inc. and AT&T Commercial Finance Corporation is attached
hereto as Exhibit 10 (C).
Exhibit 27 Financial Data Schedule
<PAGE>
Exhibit 10 (XCIX)
AMENDMENT NO. 1
TO
THE NACCO MATERIALS HANDLING GROUP, INC.
UNFUNDED BENEFIT PLAN
(AS AMENDED AND RESTATED EFFECTIVE OCTOBER 1, 1994)
Effective as of October 1, 1994, NACCO Materials Handling Group, Inc.
hereby adopts this Amendment No. 1 to the NACCO Materials Handling Group, Inc.
Unfunded Benefit Plan.
Section 1
Section 2.12 of the Plan is hereby deleted in its entirety and the
following substituted therefor:
"Executive shall mean an Employee of the Company whose monthly
Base Salary on November 1 of the preceding Plan Year was $8,333 or more;
provided, however, that for purposes of determining which Employees of the
Company are eligible to defer Base Salary earned from October 1, 1994 through
December 31, 1995 and Bonuses earned during 1995, any Employee of the Company
whose monthly Base Salary on September 1, 1994 was $8,333 or more shall be an
Executive."
Section 2
Section 3.3(a) of the Plan is hereby deleted in its entirety and the
following substituted therefore:
"Amount of Excess Deferrals. Each Executive may, prior to the
first day of any Plan Year, by written notice to the Plan Administrator, direct
his Employer:
(i) to reduce (in accordance with rules established by the Plan
Administrator) the Executive's Base Salary for such Plan Year
by a specified dollar amount or percentage; and
(ii) to reduce the Executive's Bonus which is earned during such
Plan Year by a specified dollar amount or percentage; and
(iii) to credit the deferrals (collectively, the "Excess Deferrals")
to the Sub-Account described in Section 3.4(b) at the times
described therein.
Notwithstanding the foregoing, an Executive's election to make Excess Deferrals
must be made before October 1, 1994 in the case of elections upon the adoption
of this restatement of the Plan, and shall be effective with respect to his Base
Salary payable for his October 1, 1994 through December 31, 1994 service. No
Executive may elect to defer the Bonus he earns in 1994."
Section 3
Section 3.3(c) of the Plan is hereby amended by (1) deleting the phrase
"and Bonus" from the first sentence thereof and adding the phrase "and the Bonus
earned by the Executive" after the words "otherwise payable to the Executive";
(2) deleting the phrase "period described in Subsection (a)" from the second
sentence thereof and substituting thereof the phrase "Plan Years"; and (3)
deleting the phrase "period" from the second sentence thereof and substituting
therefor the phrase "Plan Year".
Executed this 19th day of September, 1994.
NACCO Materials Handling
Group, Inc.
By: /c/ B. I. Bull
Title: Vice President, General
Counsel & Secretary
<PAGE>
Exhibit 10 (C)
AMENDMENT TO THIRD AMENDED AND RESTATED
OPERATING AGREEMENT
This Amendment is dated and effective as of January 1, 1994 and relates to the
Third Amended and Restated Operating Agreement dated as of November 21, 1985,
as amended and restated as of December 19, 1985 and as further amended and
interpreted, between Hyster Company, an Oregon corporation and Hyster Credit
Company, a division of AT&T Commercial Finance Corporation, a Delaware
corporation ("Operating Agreement").
RECITALS
Effective January 1, 1994, Hyster Company merged with a Delaware corporation of
the same name and the name of the surviving corporation was changed to NACCO
Materials Handling Group, Inc. ("NMHG"). As of the effective date of this
Amendment and thereafter, NMHG will do business on its own behalf and under the
assumed business names of Hyster Company and Yale Materials Handling
Corporation.
Hyster Company and Hyster Credit Company desire to amend the Operating Agreement
to reflect this reorganization while retaining all the rights and obligations of
each party under the Operating Agreement.
AGREEMENT
In consideration of the foregoing, Hyster Company and Hyster Credit Company
agree as follows:
1. On and after the effective date of this Amendment, when used in the
Operating Agreement the term "Hyster" shall mean NMHG and NMHG doing
business as Hyster Company and the term "NMHG" is substituted for the term
"Hyster" everywhere that it appears in the Operating Agreement.
2. On and after the effective date of this Amendment, when used in the
Operating Agreement the term "Equipment" shall mean new fork lift trucks
and units of other construction and industrial equipment manufactured or
distributed by NMHG that bear Hyster Company trademarks or insignia,
together with other manufacturer's new equipment sold in conjunction with
the above-described equipment, plus accessories and attachments therefor,
except that (i) in connection with and for purposes of Rental Fleet
Transportation and (ii) for purposes of Article IV, "Equipment" shall not
include and there is expressly excluded therefrom any new fork lift trucks
and units of other construction and industrial equipment manufactured or
distributed by NMHG that bear Yale Materials Handling Corporation
trademarks or insignia, nor shall it include other manufacturer's new
equipment sold in conjunction with such Yale trademarked equipment or
accessories and attachments therefor.
3. All notices issued under Section 12.8 of the Operating Agreement
shall be sufficient if issued to NMHG at the following address:
NACCO Materials Handling Group, Inc.
2701 NW Vaughn, Suite 900
Portland, OR 97210
Attn: Vice President, General Counsel
and Secretary
and to Credit Company at both of the following addresses:
AT&T Commercial Finance Corporation
222 SW Columbia, Suite 800
Portland, OR 97201-6618
Attn: Operations Manager
and
AT&T Commercial Finance Corporation
The Corporate Center
550 Cochituate Rd.
P.O. Box 9104
Farmingham, MA 01701
Attn: Chief Counsel
Except as expressly amended and restate herein, the Operating Agreement shall
remain in full force and effect in accordance with its terms.
Agreed to and signed on due authority as of the day and year first written
above.
HYSTER CREDIT COMPANY, a division of
AT&T COMMERCIAL FINANCE CORPORATION
By /c/Bradley D. Johnson
Title Vice President
HYSTER COMPANY
By /c/B. I. Bull
Vice President, Corporate Administration
TitleGeneral Counsel & Secretary
NACCO MATERIALS HANDLING GROUP, INC.
By /c/B. I. Bull
Vice President, General
Title Counsel & Secretary
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