<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended Commission File No. 33-28812
December 31, 1993
HYSTER-YALE MATERIALS HANDLING, INC.
(Exact name of registrant as specified in its charter)
Delaware 34-1617886
- --------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 N.W. Vaughn, Portland, Oregon 97210
- ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 721-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
- ------------------- ---------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(Title of class)
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
requirement for the past 90 days.
Yes X No ____
The provisions of Item 405 of Regulation S-K are not applicable to the
registrant.
There is no market for any of the registrant's voting stock, and there have
been neither any sales of such stock within 90 days of the filing date, nor any
bid or asked prices for such stock. The book value of shares held by
non-affiliates as of December 31, 1993 was approximately $7,487,155.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of March 31, 1994:
COMMON STOCK, PAR VALUE $1.00 PER SHARE - 5,598.857
Documents incorporated by reference:
NONE
<PAGE> 2
PART I
ITEM 1. BUSINESS
THE COMPANY'S BACKGROUND
Hyster-Yale Materials Handling, Inc. ("Hyster-Yale" or the "Company")
was formed as a Delaware corporation in May 1989 in connection with the
acquisition of Hyster Company ("Hyster") by NACCO Industries, Inc. ("NACCO").
NACCO directly owns approximately 97% of Common Stock, par value $1.00 per
share ("Common Stock") of the Company, which is a holding company that owned
directly 100% of the common stock of Hyster Company ("Hyster") and 100% of the
common stock of Yale Materials Handling Corporation ("Yale"). On January 1,
1994, Yale was merged into Hyster and Hyster changed its name to NACCO
Materials Handling Group, Inc. ("NMHG"). This action is the final step in the
Company's strategy to combine the administrative, design, engineering and
manufacturing capabilities into a unified group. NMHG will continue to market
the two full lines of forklifts and related service parts under the Hyster(R)
and Yale(R) brand names.
SIGNIFICANT EVENTS
DEBT RESTRUCTURING. In August 1993, NACCO and the Company's two
minority shareholders, Sumitomo Heavy Industries Ltd. of Japan ("Sumitomo") and
Jungheinrich Aktiengesellschaft, a German manufacturer of forklift trucks,
("Jungheinrich"), made a proportional capital contribution of $53.8 million in
the form of previously purchased 12-3/8% subordinated debentures of the Company
with a face value of $23.7 million and a purchase value by NACCO of $25.5
million and a cash contribution of $28.3 million.
The cash contribution enabled the Company to call approximately $26.5
million face value of subordinated debentures at a price of 107.5. This, and
the capital contribution by NACCO of previously purchased subordinated
debentures, allowed the Company to retire approximately $50.2 million face
value of these debentures.
As part of this transaction, the Company amended its existing senior
bank credit agreement. This amendment permits equity infusions by existing
stockholders to be used for cash purchases of debentures and, after August
1994, permits use of internally generated funds to retire up to $75.0 million
of additional subordinated debentures if certain debt to capitalization ratios
are achieved. In addition, the amendment modifies the bank loan amortization
schedule and provides for favorable performance-based interest rate incentives.
THE FORKLIFT TRUCK INDUSTRY
Forklift trucks are used in both manufacturing and warehousing
environments. The materials handling industry, especially in industrialized
nations, is generally a mature industry. In the most recent business cycle
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the North American market for forklift trucks reached its lowest level in 1991,
and it increased in both 1992 and 1993 over prior year levels. The European
and Japanese markets generally have been in decline since 1990.
The forklift truck industry historically has been cyclical.
Fluctuations in the rate of orders for forklift trucks reflect the capital
investment decisions of the customers, which in turn depend upon the general
level of economic activity in the various industries served by such customers.
COMPANY OPERATIONS
NMHG maintains product differentiation between Hyster(R) and Yale(R)
brands of forklift trucks and distributes its products through separate
worldwide dealer networks. Nevertheless, opportunities have been identified
and addressed to improve the Company's results by integrating overlapping
operations and taking advantage of economies of scale in design, manufacturing
and purchasing. NMHG completed a series of plant and parts depot
consolidations with the closure of its Wednesfield, England manufacturing plant
in early 1992. NMHG now provides all design, manufacturing and administrative
functions. Products are marketed and sold through two separate groups which
retain the Hyster and Yale identities. In Japan, NMHG has a 50% owned joint
venture with Sumitomo named Sumitomo Yale Company Limited ("S-Y"). S-Y
performs certain design activities and produces lift trucks and components
which it markets in Japan and which are exported for sale by NMHG and its
affiliates in the U.S. and Europe.
PRODUCT LINES
NMHG manufactures a wide range of forklift trucks under both the
Hyster(R) and Yale(R) brand names. The principal categories of forklift trucks
include electric rider, electric narrow-aisle and electric motorized hand
forklift trucks primarily for indoor use, and internal combustion engine
("ICE") forklift trucks for indoor or outdoor use. Forklift truck sales
accounted for approximately 80%, 79%, and 77% of NMHG's net sales in 1993, 1992
and 1991, respectively.
NMHG also derives significant revenues from the sale of service parts for its
products. Profit margins on service parts are greater than those on forklift
trucks. The large population of Hyster(R) and Yale(R) forklift trucks now in
service provides a market for service parts. In addition to parts for its own
forklift trucks, NMHG has a program (termed UNISOURCE(TM) in North America and
MULTIQUIP(TM) in Europe) designed to supply Hyster dealers with replacement
parts for most competing brands of forklift trucks. NMHG has a similar program
(termed PREMIER(TM)) for its Yale dealers in the Americas and the United
Kingdom. Accordingly, NMHG dealers can offer their mixed fleet customers a
"one stop" supply source. Certain of these parts are manufactured by and
purchased from third party component makers, NMHG also manufactures some of
these parts through reverse-engineering of its competitors' parts. Service
parts accounted for approximately 20%, 21%, and 23% of NMHG's net sales in
1993, 1992 and 1991, respectively.
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COMPETITION
The forklift truck industry is highly competitive. The worldwide
competitive structure of the industry is fragmented by product line and
country. The principal methods of competition among forklift truck
manufacturers are product performance, price, service and distribution
networks. The forklift truck industry competes with alternative methods of
materials handling, including conveyor systems, automated guided vehicle
systems and hand labor. Global competition is also affected by a number of
other factors, including currency fluctuations, variations in labor costs and
effective tax rates, and the costs related to compliance with applicable
regulations, including export restraints, antidumping provisions and
environmental regulations.
Although there is no official source for information on the subject,
the Company believes it is one of the top three manufacturers of forklift
trucks in the world.
NMHG's position is strongest in North America, where it believes it
is the leader in unit sales of electric rider and ICE forklift trucks and has a
significant share of unit sales of electric narrow-aisle and electric motorized
hand forklift trucks. Although the European market is fragmented and
competitive positions vary from country to country, NMHG believes that it has a
significant share of unit sales of electric rider and ICE forklift trucks in
Western Europe. In Japan, although its share is currently small, NMHG has a
distribution system through S-Y.
TRADE RESTRICTIONS
A. UNITED STATES
Since June 1988, Japanese-built ICE forklift trucks, imported into
the U.S., with lifting capacities between 2,000 and 15,000 pounds, including
finished and unfinished forklift trucks, chassis, frames, and frames assembled
with one or more component parts, have been subject to an antidumping duty
order. Antidumping duty rates in effect through 1993 range from 4.48% to
56.81% depending on manufacturer or importer. The antidumping duty rate
applicable to imports from S-Y is 51.33%, and is likely to continue unchanged
for the foreseeable future, unless S-Y and NMHG decide to participate in
proceedings to have it reduced. NMHG does not currently import for sale in the
United States any forklift trucks or components subject to the antidumping duty
order. This antidumping duty order will remain in effect until the Japanese
manufacturers and importers satisfy the U.S. Department of Commerce
("Commerce") that they have not individually sold merchandise subject to the
order in the United States below foreign market value for at least three
consecutive years, or unless Commerce or the U.S. International Trade
Commission finds that changed circumstances exist sufficient to warrant the
order's revocation. If the United States Congress approves legislation
implementing the Uruguay Round of GATT negotiations, the antidumping order will
be reviewed for possible revocation in the year 2000. All of NMHG's major
Japanese competitors have either built or acquired manufacturing or assembly
facilities in the United States. The Company cannot predict with any
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certainty if there will be any negative effects to the Company resulting from
the Japanese sourcing of their forklift products in the United States.
B. EUROPE
From 1986 through 1993, Japanese forklift truck manufacturers were
subject to informal export restraints on Japanese-manufactured electric rider,
electric narrow-aisle, and ICE forklift trucks shipped to Europe. Discussions
are continuing between European community and Japanese government officials;
however, these informal restraints are expected to continue in 1994. Several
Japanese manufacturers have announced either that they have established, or
intend to establish, manufacturing or assembly facilities within the European
community. The Company also cannot predict with any certainty if there will be
any negative effects to NMHG resulting from the Japanese sourcing of their
forklift products in Europe.
C. AUSTRALIA
In 1987 an Australian producer of forklift trucks filed an
anti-dumping action against imports from Japan. Voluntary price undertakings
were negotiated with all major Japanese producers including S-Y. The S-Y
undertaking expired in 1991. The Australian producer filed a legal challenge
to the validity of the price undertakings. Meanwhile, in 1991 this same
producer filed an antidumping action against imports from the United Kingdom.
In this action Hyster Europe was found to be dumping and duties were imposed on
imports from the Company's Craigavon, Northern Ireland and Irvine, Scotland
factories. Hyster Australia challenged this finding and in the interim sourced
its product elsewhere. In the summer of 1993 both of these anti-dumping
actions were terminated.
PRODUCT DESIGN AND DEVELOPMENT
NMHG spent $20.7 million, $21.9 million, and $19.2 million on product
design and development activities in 1993, 1992 and 1991, respectively. The
Hyster(R) and Yale(R) products are differentiated for the specific needs of
their respective customer bases. NMHG continues to pursue opportunities to
improve product cost by engineering new Hyster(R) and Yale(R) brand products
with component commonality.
Certain product design and development activities with respect to ICE
forklift trucks and some components are performed in Japan by S-Y. S-Y spent
approximately $4.0 million, $3.7 million and $3.8 million on product design and
development in 1993, 1992 and 1991, respectively.
BACKLOG
As of December 31, 1993, NMHG's backlog of unfilled orders for
forklift trucks was approximately 12,100 units, or $206 million. This compares
to the backlog as of December 31, 1992 of approximately 12,100 units, or $203
million. Backlog represents unit orders to NMHG's manufacturing plants from
independent dealerships, retail customers and contracts with the U.S.
Government. Although these orders are believed to be firm, such orders may be
subject to cancellation or modification.
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SOURCES
NMHG has adopted a strategy of obtaining its raw materials and
principal components on a global basis from competitively priced sources. NMHG
is dependent on a limited number of suppliers for certain of its critical
components, including diesel and gasoline engines and cast-iron counterweights
used on certain forklift trucks. There would be a material adverse effect on
NMHG if it were unable to obtain all or a significant part of such components,
or if the cost of such components were to increase significantly under
circumstances which prevented NMHG from passing on such increases to its
customers.
DISTRIBUTION
The Hyster(R) and Yale(R) brand products are distributed through
separate highly developed worldwide dealer networks. The Company believes that
both dealer networks contribute significantly to its competitive position in
the industry and intends to keep the separate networks intact and to continue
to market products separately under the Hyster(R) and Yale(R) brand names.
Each also sells directly to certain major accounts.
In Japan, forklift truck products are distributed by S-Y. In 1991,
Yale reached a ten-year agreement with Jungheinrich to continue distribution of
Yale brand products in Germany and Austria and to provide to Jungheinrich
certain ICE and electric-powered products for sale in other major European
countries under the Jungheinrich brand name.
FINANCING OF SALES
Hyster U.S. dealer and direct sales are supported by leasing and
financing services provided by Hyster Credit Company, a division of AT&T
Commercial Finance Corporation, pursuant to an operating agreement which
expires in 2000.
NMHG is a minority stockholder of Yale Financial Services, Inc., a
subsidiary of General Electric Capital Corporation, which offers Yale U.S.
dealers wholesale and retail financing and leasing services. Such retail
financing and leasing services are also available to Yale national account
customers.
EMPLOYEES
As of February 28, 1994, NMHG had approximately 5,000 employees.
Employees in the Danville, Illinois manufacturing and parts depot operations
are unionized, as are tool room employees located in Portland, Oregon. A
three-year contract for the Danville union employees was signed in 1991 which
will expire in June 1994. A new one-year contract was signed in 1993 with the
Portland tool room union which will expire in October 1994. Employees at the
facilities in Berea, Kentucky; Sulligent, Alabama; and Greenville and Lenoir,
North Carolina are not represented by unions.
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In Europe, shop employees in the Craigavon, Northern Ireland facility
are unionized. Employees in the Irvine, Scotland and Nijmegen, The Netherlands
facilities are not represented by unions. The employees in Nijmegen have
organized a works council, as required by Dutch law, which performs a
consultative role on employment matters.
NMHG's management believes its current labor relations with both
union and non-union employees are good.
GOVERNMENT REGULATION
NMHG's manufacturing facilities, in common with others in industry,
are subject to numerous laws and regulations designed to protect the
environment, particularly with respect to disposal of plant waste. NMHG's
products are also subject to various industry and governmental standards.
NMHG's management believes that such requirements have not had a material
adverse effect on its operations.
PATENTS, TRADEMARKS AND LICENSES
NMHG is not materially dependent upon patents or patent protection.
The Hyster(R) trademark is currently registered in approximately 51 countries.
The Yale(R) trademark, which is used on a perpetual royalty-free basis in
connection with the manufacture and sale of forklift trucks and related
components, is currently registered in approximately 100 countries. NMHG's
management believes that its business is not dependent upon any individual
trademark registration or license, but that the Hyster(R) and Yale(R)
trademarks are material to its business.
ITEM 2. PROPERTIES
The following table summarizes certain information with respect to
the principal manufacturing, distribution and office facilities owned or leased
by NMHG and its subsidiaries.
<TABLE>
<CAPTION>
Location Owned Leased Function/Principal Products
-------- ----- ------ ---------------------------
<S> <C> <C> <C>
Basingstoke, England X Hyster forklift truck marketing and sales operations for Europe, the Middle
East and Africa
Berea, Kentucky X Manufacture of forklift trucks
Craigavon, Northern X Manufacture of forklift trucks
Ireland
Danville, Illinois X Manufacture of forklift trucks, components and service parts
Danville, Illinois X Distribution of service parts for both Hyster and Yale forklift trucks;
Hyster forklift truck marketing and sales operations for North America
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
Location Owned Leased Function/Principal Products
-------- ----- ------ ---------------------------
<S> <C> <C> <C>
Flemington, X Yale forklift marketing and sales operations for North America and
New Jersey certain NMHG engineering operations
Greenville, X Manufacture of forklift trucks; NMHG manufacturing and other staff
North Carolina operations for North America
Irvine, Scotland X Manufacture of forklift trucks
Lenoir, X Manufacture of component parts for forklift trucks
North Carolina
Nijmegen, X Manufacture of forklift trucks and component parts; distribution of
The Netherlands service parts for forklift trucks
Portland, Oregon X Technical center for testing of prototype equipment and component parts
Portland, Oregon X NMHG Corporate administrative and product development headquarters
Portland, Oregon X Manufacture of production tooling and production of prototype units and
service parts
Sao Paulo, Brazil X Manufacture of forklift trucks; distribution of service parts for forklift
trucks
Sulligent, Alabama X Manufacture of component parts for forklift trucks
Sydney, Australia X Assembly of forklift trucks; distribution of service parts for forklift
trucks
Wolverhampton, England X Yale forklift marketing and sales operations for Europe
</TABLE>
NMHG intends to sell its Flemington, New Jersey facility and intends
to either lease back a portion of the office space in this facility or to rent
suitable office space in the same area. NMHG also intends to sell one of its
facilities located in Danville, Illinois which is currently vacant. There is
no certainty that any such transactions will occur.
Each of NMHG's principal U.S. facilities is encumbered as security
for the obligations under the Company's bank financing. The facilities in
Berea, Kentucky and Sulligent, Alabama are leased pursuant to industrial
development bond financings which permit NMHG to acquire the properties for
nominal amounts upon redemption or repayment of the bonds.
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ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceeding
except ordinary routine litigation incidental to its business. Certain of such
routine litigation includes claims for punitive damages; however, the
management of the Company believes that none of such litigation, individually
or in the aggregate, will have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders of the Company.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the Company's
Common Stock. On February 28, 1994 there were three holders of record of the
Company's Common Stock.
The Company has not paid any dividends on shares of its Common Stock
since its organization in 1989, and it is not anticipated that any dividends
will be declared or paid with respect to the Common Stock in the foreseeable
future. The Company's ability to pay dividends with respect to the Common
Stock is restricted under the terms of its existing debt instruments and
agreements. The information set forth in Note I to the Consolidated Financial
Statements in Part IV, pages F-15 through F-17, of this Form 10-K is
incorporated herein by reference.
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ITEM 6. SELECTED FINANCIAL DATA
The selected financial data below for 1989 includes Yale for the
period beginning January 1, 1989 to May 26, 1989 and for the Company for the
period subsequent to May 26, 1989. Certain prior year amounts have been
restated to reflect the new method of accounting for income taxes and goodwill
amortization has been reclassified as operating expense. Information with
respect to selected financial data is set forth below.
<TABLE>
HYSTER-YALE MATERIALS HANDLING, INC.
SELECTED FINANCIAL DATA
(IN THOUSANDS EXCEPT FOR PERCENTAGE AND BACKLOG DATA)
<CAPTION>
Years Ended December 31
----------------------------------------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS
Net sales $908,176 $865,889 $790,618 $922,974 $776,841
Gross profit 184,062 191,991 178,667 240,794 218,257
Gross profit margin 20.3% 22.2% 22.6% 26.1% 28.1%
Operating profit 39,561 44,296 41,531 80,829 92,909
Net income (loss) (8,412) 1,311 1,072 22,532 32,575
FINANCIAL CONDITION
Total assets $833,035 $846,410 $895,536 $1,024,685 $1,110,978
Long-term obligations,
net 290,343 392,489 379,160 440,947 531,107
Stockholders' equity 257,126 215,391 234,264 251,453 201,732
OTHER DATA
Capital expenditures,
exclusive of rental
equipment $20,208 $24,252 $17,207 $15,893 $16,696
Depreciation and
amortization 31,721 32,177 32,463 31,142 23,124
Unit backlog (units)
(Unaudited) 12,100 12,100 10,077 9,592 14,004
</TABLE>
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ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
<TABLE>
The results of operations were as follows for the years ended December 31:
<CAPTION>
NET SALES N.America Europe Asia Elims Total
--------- --------- ------ ---- ----- -----
<S> <C> <C> <C> <C> <C>
1993 $645.4 $220.5 $42.3 - $908.2
1992 579.0 251.5 35.4 - 865.9
1991 499.2 264.1 27.3 - 790.6
OPERATING PROFIT
----------------
1993 $40.3 $(2.4) $1.7 - $39.6
1992 (restated) 15.5 28.7 0.8 (0.7) 44.3
1991 (restated) 2.2 38.7 0.5 0.1 41.5
</TABLE>
1993 VS. 1992 FINANCIAL REVIEW
<TABLE>
The following schedule details the changes in sales, operating profit and net
income (loss) for 1993 compared with 1992:
<CAPTION>
Net
Operating Income
Sales Profit (Loss)
----- ------ ------
(In millions)
<S> <C> <C> <C>
1992 (restated) $865.9 $44.3 $1.3
Increase (Decrease) in 1993 from:
- ---------------------------------
Lift truck unit volume 49.8 7.1 4.7
Sales mix 15.1 1.2 0.8
Average sales price 8.2 8.2 5.4
Service parts 6.4 6.6 4.4
Manufacturing cost (10.8) (7.1)
Other operating expense (0.7) (0.5)
Foreign currency translation (37.2) (16.3) (10.8)
Other income and expense (1.0)
Differences between effective and statutory tax rates (1.8)
Change in statutory tax rates (0.5)
Extraordinary item (3.3)
------ ----- -----
1993 $908.2 $39.6 $(8.4)
====== ===== =====
</TABLE>
10
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1993 results reflected the strengthening North American market offset by
continued weakness in most of Europe and Japan. Increased demand in North
America lifted prices slightly versus the prior year but competitive pressures
continued to restrain significant margin growth. The improving economy in the
United States also helped parts sales and, along with tight cost controls,
resulted in increased operating profit. The success of new products introduced
in 1993 raised sales to a higher average sales value however, margins have not
increased proportionately due to mix swings to lower margin countries.
Manufacturing costs were higher in 1993 due to start-up costs associated with
new product introductions and under absorbed overhead in Europe. The Pound
Sterling weakened considerably against the U.S. Dollar in 1993 causing sales
and operating profit to be translated at lower amounts. The strong Yen in 1993
contributed to higher costs for products and parts sourced from Japan.
Backlog of orders at December 31, 1993 was approximately 12,100 forklift truck
units which was level with December 31, 1992. While order demand has grown,
continued process improvements have shortened product delivery schedules. The
forklift truck industry historically has been cyclical and the level of
economic activity in the various industries in which the Company's customers
participate has a corresponding impact on the forklift truck market.
OTHER
Interest expense was $40.4 million in 1993 versus $44.2 million in 1992. The
decrease was due to lower market interest rates and a debt refinancing which
included an equity infusion that lowered debt and reduced the Company's
effective interest rate. The Company entered into unsecured interest rate swaps
for a majority of its floating rate debt to provide near-term protection
against significant increases in interest rates. The Company will continue to
evaluate its interest rate exposure.
In the second quarter of 1993, the Company sold its former manufacturing site
in Wednesfield, England for $3.3 million. The net pretax gain from the sale was
$2.1 million.
Other-net in 1993 primarily included $3.9 million of loss from the Company's
50% equity interest in Sumitomo-Yale which had a larger loss in 1993 versus
1992 due to the strong Yen and weak European and Japanese markets. Other-net in
1992 also included foreign exchange gains which were not repeated in 1993 as
the Company began hedging its income statement exposures.
PROVISION FOR INCOME TAXES
As discussed in Note J to the consolidated financial statements, the Company
adopted SFAS No. 109 as of January 1, 1993 and has restated prior periods. The
effective income tax rate change from 1992 to 1993 is not meaningful due to a
pretax loss in 1993 coupled with a tax provision. The Company has
non-deductible goodwill amortization related to the Hyster acquisition which
increased the effective tax rate above statutory rates and resulted in a tax
provision in 1993 despite a loss before income taxes. In addition, the Company
began providing for U.S. taxes in 1993 on certain foreign earnings taxed at
overall lower rates in anticipation of future repatriations. Due to higher
levels of pre-tax income in 1992, the nondeductible expenses had a smaller
impact on the effective tax rate in 1992.
11
<PAGE> 13
EXTRAORDINARY CHARGE
An extraordinary charge of $3.3 million net of $2.0 million in tax benefits,
was recorded in the second quarter of 1993 and represents the write-off of
premiums and unamortized debt issuance costs associated with the retirement of
approximately $50.2 million face value of 12-3/8% Subordinated Debentures. The
Company retired the debentures as a result of a contribution by NACCO of
previously purchased subordinated debentures with a face value of $23.7
million, and a cash infusion of $28.3 million ($26.7 million from NACCO) which
enabled the Company to call approximately $26.5 million face value of
subordinated debentures at a price of 107.5.
1992 VS. 1991 FINANCIAL REVIEW
<TABLE>
The following schedule details the changes in sales, operating profit and net
income (loss) for 1992 compared with 1991:
<CAPTION>
Net
Operating Income
Sales Profit (Loss)
----- ------ ------
(In millions)
<S> <C> <C> <C>
1991 (restated) $790.6 $41.5 $1.1
Increase (Decrease) in 1992 from:
- ---------------------------------
Lift truck unit volume 86.4 20.0 13.2
Sales mix (29.8) (14.3) (9.4)
Average sales price (3.7) (3.7) (2.4)
Service parts 11.5 5.3 3.5
Manufacturing cost 5.2 3.4
Reduction in restructuring reserve 1.5 1.0
Other operating expense (12.1) (8.0)
Foreign currency translation 10.9 0.9 0.6
Other income and expense 3.6
Differences between effective and statutory
tax rates (5.3)
------ ----- ----
1992 (restated) $865.9 $44.3 $1.3
====== ===== ====
</TABLE>
1992 results reflect economic improvement in North America partially offset by
weaker markets in Europe and the Far East. Price discounting continued to be
prevalent in the forklift market and mix changes to lower margin products,
especially in Europe, restricted sales and operating profits. Manufacturing
costs decreased due to reductions in overhead from continued savings realized
from the consolidation of operations and higher overall volumes. Operating
expenses increased as marketing programs for existing and new products and new
product development programs were implemented in 1992.
OTHER
Interest income decreased substantially from 1991 as a result of lower cash
balances in Europe and lower market interest rates. Interest expense was $44.2
million for 1992 compared to $49.5 million for 1991. Lower 1992 interest
expense was due to reduced debt levels and lower interest rates.
12
<PAGE> 14
Other-net primarily includes income or loss from operations and the after-tax
gain or losses of business units classified as assets held for sale, equity in
the earnings of unconsolidated subsidiaries, and foreign currency gains and
losses. The increase in other-net in 1992 compared to 1991 resulted from
increased foreign currency exchange gains and reduced losses from retail branch
operations classified as net assets held for sale, the last of which was sold
in May 1992.
PROVISION FOR INCOME TAXES
The effective income tax rate decreased to 70.7% in 1992 from 128.5% in 1991.
Expenses not deductible for tax purposes (primarily goodwill), were
approximately level with 1991. Due to higher income in 1992, these expenses
accounted for a substantially lower percentage of pretax income than in 1991.
ENVIRONMENTAL MATTERS
The Company's manufacturing operations, like those of other companies engaged
in similar businesses, involve the use, disposal and clean-up of substances
regulated under environmental protection laws. Compliance with these
increasingly stringent standards results in higher expenditures for both
capital improvements and operating costs. Hyster-Yale's policies stress
environmental responsibility and compliance with these regulations. Based on
current information, management does not expect compliance with these
regulations to have a material adverse effect on its financial condition or
results of operations.
1994 OUTLOOK
The forklift truck industry historically has been cyclical. The economic
conditions in the various markets in which the industry's customers operate
affect demand. Current external economic forecasts and recent factory order
information indicate an improving economy in North America. However, Europe and
Japan continue to be plagued by recessionary pressures. While no near-term
economic recovery is forecast for these regions, improvements in the North
American economy and favorable worldwide interest rates should eventually lead
to a global recovery.
The Company will continue to introduce new products in 1994. Improved
profitability is dependent on successful continuing efforts to reduce costs.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations was $34.1 million in 1993 compared with
operating cash flow used of $25.8 million in 1992. The increase in cash
provided by operations resulted primarily from reduced working capital
requirements. Inventories dropped significantly from 1992 to 1993, generating
cash, and accounts payable was higher due to timing, and extended trade terms
with Sumitomo-Yale. Reduced tax payments in 1993 also benefited cash flow.
Expenditures for property, plant and equipment were $20.2 million in 1993
versus $24.3 million in 1992. The majority of these expenditures were for
manufacturing efficiencies and tooling for new products. The principal sources
of financing capital expenditures were internally generated funds. Capital
expenditures in 1994 will be approximately $25 million, a portion of which will
be financed from economic development capital grants from local governments.
13
<PAGE> 15
The Company amended its existing senior bank credit agreement in connection
with the retirement of a portion of its subordinated debentures as discussed in
Note B to the consolidated financial statements of this Form 10-K. This
amendment permits equity infusions to be used for cash purchases of
subordinated debentures and, after August 1994, permits use of internally
generated funds to retire additional subordinated debentures. In addition, the
amendment modifies the bank loan repayment schedules and provides the Company
with more favorable performance based interest rate incentives. The amendment
to the bank loan repayment schedule reduced the required payments in 1994 and
1995 by $35.0 million and $16.0 million, respectively. In addition, the
original 1996 installment has been increased by $0.7 million and the amended
schedule requires a $50.5 million payment in 1997.
As disclosed in the Company's quarterly report on Form 10-Q for the quarter
ending June 30, 1993, an extraordinary charge of $3.3 million net of $2.0
million in related tax benefits was recognized for the write-off of premiums
and unamortized debt issuance costs associated with retirement of approximately
$50.2 million face value of Hyster-Yale's subordinated debentures.
Because of the increased cash flow from operations and equity infusion from
NACCO, the Company reduced debt during 1993 and has available all of its
revolving credit faculty of $100.0 million at December 31, 1993. The Company
believes it can adequately meet all of its current and long-term commitments
and operating needs from operating cash flow and funds available under
committed credit agreements.
During 1993, the Company repatriated $18.3 million of earnings from certain
foreign subsidiaries. The taxes were previously provided for financial
reporting purposes. Future distributions of unremitted earnings may be affected
by changes in currency exchange rates and foreign and U.S. tax rates.
Foreign currency exchange gains (losses) were $(0.1) million, $5.7 million and
$1.5 million in 1993, 1992, and 1991, respectively. The Company began hedging
foreign currency exposure in 1993 to mitigate the majority of income statement
exposure. Stockholders' equity will still be affected by translation of foreign
country financial statements where the functional currency is not the U.S.
dollar. The translation loss recorded in stockholders' equity was $ 2.2 million
and $20.2 million in 1993 and 1992 respectively.
EFFECTS OF INFLATION
The Company attempts to minimize the impact of inflation on production and
operating costs through productivity improvements and cost reduction programs.
The LIFO method is used to value domestic inventories. Under this method, cost
of goods sold reported in the financial statements approximates current cost.
Therefore, net income for 1993 adjusted for inflation would not be materially
different from net income reported in the consolidated financial statements.
RECENTLY ISSUED BUT NOT YET ADOPTED ACCOUNTING STANDARDS
In November 1992, Statement of Financial Accounting Standards No. 112
"Employers' Accounting for Post Employment Benefits" ("SFAS 112") was issued.
The Company will be required to adopt this new method of accounting for
benefits paid to former or inactive employees after employment but before
retirement no later than 1994. See Note L of the Company's consolidated
financial statements for discussion of the effects of this new accounting
standard.
14
<PAGE> 16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item 8 is set forth at pages F-1
through F-35 of the Financial Statements and Supplementary Data contained in
Part IV hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
- 15 -
<PAGE> 17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
A. DIRECTORS OF THE COMPANY
The following table sets forth the names, ages and professional
occupations and directorships of the persons who are currently directors of the
Company. The directors of the Company are elected to serve until the next
annual meeting of the stockholders of the Company.
<CAPTION>
DIRECTOR
NAME AGE PROFESSIONAL OCCUPATION AND DIRECTORSHIPS SINCE
---- --- ----------------------------------------- --------
<S> <C> <C> <C>
Owsley Brown II 51 President and Chief Executive Officer of 1994
Brown-Forman Corporation. From prior to
1989 to 1993, President of Brown-Forman
Corporation. Also director of NACCO, Brown-
Forman Corporation, Hilliard Lyons Trust
Company, LG&E Energy Corp., and Louisville
Gas and Electric Company.
John J. Dwyer 76 Retired President of Oglebay Norton Company. 1989
Also director of NACCO and Oglebay Norton
Company.
Reginald R. Eklund 53 President and Chief Executive Officer (since 1989
September 1992). President and Chief Operating
Officer (from June 1989 to September 1992).
Since January 1, 1994, President and Chief
Executive Officer of NACCO Materials Handling
Group, Inc. Vice President of Hyster and Yale
(from August 1993 through December 1993).
President and Chief Executive Officer of Yale
(from prior to 1989 to August 1993) and President
and Chief Executive Officer of Hyster (from
September 1992 to August 1993).
Robert M. Gates 50 Consultant, author and lecturer. From 1991 1993
to 1993, Director of Central Intelligence for
the United States. From 1989 to November
1991, Assistant to the President of the United
States and Deputy for National Security
Affairs, National Security Council. From prior
to 1989 to 1989, Deputy Director of Central
Intelligence Agency. Also director of NACCO
and Varity Corporation.
E. Bradley Jones 66 Retired Chairman and Chief Executive Officer 1989
of LTV Steel Company. Also director of NACCO,
Birmingham Steel Corporation, Cleveland-Cliffs
Inc, Consolidated Rail Corporation, RPM, Inc.
and TRW Inc., and trustee of Fidelity Funds
and First Union Real Estate Investments.
</TABLE>
- 16 -
<PAGE> 18
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PROFESSIONAL OCCUPATION AND DIRECTORSHIPS SINCE
---- --- ----------------------------------------- --------
<S> <C> <C> <C>
Dennis W. LaBarre 51 Partner in the law firm of Jones, Day, 1989
Reavis & Pogue. Also director of NACCO.
Yoshinori Ohno 53 President of Sumitomo Yale Company, Ltd. 1993
From prior to 1989 to June 1993, Director
of Finance, Engineering, Product Planning
and Quality Assurance of Sumitomo Yale
Company, Ltd.
Alfred M. Rankin, Jr. 52 President and Chief Executive Officer of 1989
NACCO. From 1989 to 1991, President and
Chief Operating Officer of NACCO. From
prior to 1989 to 1989, Vice Chairman and
Chief Operating Officer of Eaton Corporation
(manufacturer of highly engineered products
for automotive, industrial and commercial
markets). Also director of NACCO, The BF
Goodrich Company, Reliance Electric Company,
The Standard Products Company and The Vanguard
Group.
Claiborne R. Rankin 43 President and Chief Operating Officer of 1991
Bruning Paint Company (a manufacturer of
architectural coatings). From 1989 to 1992,
Vice President-Corporate Development and
Finance of Laurel Industries, Inc. (a
manufacturer of antimony oxide).
John C. Sawhill 57 President and Chief Executive Officer of 1990
The Nature Conservancy (a non-profit
conservation organization). From prior
to 1989 to 1990, Director of McKinsey &
Company, Inc. (management consulting firm).
Also director of NACCO, Pacific Gas &
Electric Co. and The Vanguard Group.
Ward Smith 63 Chairman of the Board of NACCO. From prior 1989
to 1989 to 1991, Chairman and Chief
Executive Officer of NACCO. Also a director
of NACCO, Sundstrand Corporation and a trustee
of various Massachusetts Financial Services
Company mutual funds.
Britton T. Taplin 37 Partner in Western Skies, Inc. (a developer 1992
of medical office and healthcare-related
facilities). From prior to 1989 to 1992,
Project Coordinator of Western Skies, Inc.
From prior to 1989 to 1989, self-employed
(business investments). Also director of
NACCO.
</TABLE>
- 17 -
<PAGE> 19
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PROFESSIONAL OCCUPATION AND DIRECTORSHIPS SINCE
---- --- ----------------------------------------- --------
<S> <C> <C> <C>
David F. Taplin 44 Self-employed. 1989
Frank E. Taplin, Jr. 78 Trustee of the Environmental Defense Fund. 1989
Former President and Chief Executive Officer
of the Metropolitan Opera, former Vice
Chairman of Lincoln Center for the Performing
Arts, Trustee emeritus of the Institute for
Advance Study, member of the Council of
American Philosophical Society, former
Chairman Scurry-Rainbow Oil Ltd. Also
director of NACCO.
Richard B. Tullis 80 Chairman Emeritus of Harris Corporation (a 1989
manufacturer of information processing,
communication and microelectronics products).
Chairman of NCC Funds (investment funds).
Chairman of Waste-Quip, Inc. (a manufacturer
of equipment for handling solid and liquid
waste). Also director of NACCO.
</TABLE>
Alfred M. Rankin, Jr. and Claiborne R. Rankin are brothers and are nephews of
Frank E. Taplin, Jr. and are cousins of David F. Taplin (who is the son of Frank
E. Taplin, Jr.) and Britton T. Taplin (who is a nephew of Frank E. Taplin, Jr.).
<TABLE>
B. EXECUTIVE OFFICERS OF THE COMPANY
The following tables set forth certain information relating to the executive officers of the Company and NACCO
Materials Handling Group, Inc. Executive officers of the Company serve at the will of the Board of Directors.
<CAPTION>
NAME AGE EMPLOYMENT HISTORY
---- --- ------------------
<S> <C> <C>
Reginald R. Eklund 53 President and Chief Executive Officer (since September 1992). President and Chief Executive
Officer of NACCO Materials Handling Group, Inc. (since January 1, 1994). President and
Chief Operating Officer of the Company (from June 1989 to September 1992). Vice President
of Hyster and Yale (from August 1993 through December 1993). President and Chief Executive
Officer of Yale (from prior to 1989 to August 1993), and President and Chief Executive
Officer of Hyster (from September 1992 to August 1993).
Glen P. Baunsgard 56 Vice President, Parts Operations and Aftermarket Strategy of NACCO Materials Handling Group,
Inc. (since January 1, 1994). Vice President, Parts Operations and Aftermarket Strategy of
the Company (from August 1993 through December 1993). Vice
</TABLE>
- 18 -
<PAGE> 20
<TABLE>
<CAPTION>
NAME AGE EMPLOYMENT HISTORY
---- --- ------------------
<S> <C> <C>
President, Aftermarket Development of the Company and Hyster (from August 1992 through
August 1993). Vice President, President, North American Industrial Truck Division of Hyster
(from October 1989 to August 1992). General Manager, Parts and Service Operations of Hyster
Industrial Truck Division (from prior to October 1989).
Bergen I. Bull 54 Vice President, General Counsel and Secretary (since October 1989). Vice President, General
Counsel and Secretary of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice
President, Corporate Administration, General Counsel and Secretary of Hyster (from prior to
1989 through December 1993). Vice President and Assistant Secretary of Yale (from November
1990 through 1993).
Darrell K. Cross 45 Vice President, Engineering of NACCO Materials Handling Group, Inc. (since January 1, 1994).
Vice President, Engineering of the Company and Hyster (from May 1992 through December 1993).
Director, Test and Research of Hyster (from 1989 to 1992). Manager, Product Planning of
Hyster (from prior to 1989).
Gregory J. Dawe 45 Vice President, Manufacturing, Americas of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Vice President, Manufacturing, Americas of the Company (from November
1993 through December 1993). Vice President, Manufacturing and Quality Planning, Clark
Materials Handling Company, a manufacturer of industrial trucks and other materials handling
equipment (from prior to 1989 to August 1993).
G. Michael Decker 52 Vice President, Finance and Chief Financial Officer (since February 1993). Vice President,
Finance and Chief Financial Officer of NACCO Materials Handling Group, Inc. (since January
1, 1994). Vice President, Finance and Chief Financial Officer of Hyster and Yale (from
February 1993 through December 1993). Vice President, Finance, Secretary and Chief
Financial Officer for Doehler Jarvis Ltd. Partner-ship (from 1991 to 1993) (casting
manufacturer). Senior Vice President, Finance, Treasurer and Chief Financial Officer (from
1989 to 1990), and Vice President, Finance, Treasurer and Chief Financial Officer (from
prior to 1989) of The Manitowoc Company, Inc. (manufacturer serving heavy construction, food
service and shipbuilding industries).
</TABLE>
- 19 -
<PAGE> 21
<TABLE>
<CAPTION>
NAME AGE EMPLOYMENT HISTORY
---- --- ------------------
<S> <C> <C>
J. Stephen Finney 52 Vice President, President, Hyster Company of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Vice President, Hyster Marketing, North America of the Company (from May
1992 through December 1993). President of Hyster (from August 1993 through December 1993).
Vice President, Marketing, North America of Hyster (from May 1992 to August 1993). Vice
President, Sales, North American Industrial Truck Division of Hyster (from 1989 to May
1992).
Daniel P. Gimmy 48 Vice President, Law and Assistant Secretary of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Vice President, Law and Secretary of Yale (from prior to 1989 through
December 1993).
Dennis D. Hartman 51 Vice President, Product Strategy and Business Development of NACCO Materials Handling Group,
Inc. (since January 1, 1994). Vice President, Product Strategy and Business Development of
the Company (from November 1993 through December 1993). Vice President, Product Planning,
Worldwide (from May 1992 to November 1993). Vice President, Product Planning (from October
1989 to May 1992). Vice President, Product Planning of Hyster (from October 1989 to May
1992). Director, Corporate Planning and Equipment Sales Operations of Hyster (from prior to
1989 to October 1989).
Roger A. Jensen 54 Controller (since March 1990). Controller of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Controller of Hyster (from prior to 1989 through 1993).
Ronny J. Leptich 50 Vice President, Engineering, Worldwide of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Vice President, Engineering, Worldwide of the Company and Hyster (from
May 1992 and August 1992, respectively, through December 1993). Vice President, Hyster-Yale
Engineering (from May 1991 to May 1992). Vice President, Hyster Engineering (from October
1989 to May 1991). Vice President, Engineering for Hyster (from prior to 1989 to August
1992).
Graham Lovatt 48 Vice President, Marketing, Hyster Europe of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Vice President, Marketing, Hyster Europe of the Company (from May 1992
through December 1993). Vice President, Marketing, Hyster Europe for Hyster (from 1990 to
May 1992). Marketing Director, Hyster Europe Limited (from prior to 1989 to 1990).
</TABLE>
- 20 -
<PAGE> 22
<TABLE>
<CAPTION>
NAME AGE EMPLOYMENT HISTORY
---- --- ------------------
<S> <C> <C>
Thomas A. Magill 52 Vice President, Manufacturing, Europe of NACCO Materials Handling Group, Inc. (since January
1, 1994). Vice President, Manufacturing, Europe of the Company (from May 1992 through
December 1993). Director of Manufacturing, Hyster-Europe (from February 1990 to May 1992).
Plant Manager of the Company's Irvine, Scotland and Craigavon, Northern Ireland Plants (from
prior to 1989 to January 1990).
Jeffrey C. Mattern 41 Treasurer (since August 1992). Treasurer of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Treasurer of Hyster and Yale (from August 1992 through December 1993).
Assistant Treasurer for Harnischfeger Industries, Inc. (manufacturer papermaking machinery,
mining and materials handling equipment) (from prior to 1989 to July 1992).
William C. Maxwell 48 Vice President, Finance, Europe of NACCO Materials Handling Group, Inc. (since January 1,
1994). Vice President, Finance, Europe of the Company (from May 1993 through December
1993). Director, Financial Planning and Analysis of Hyster (from prior to 1989 to 1993).
Frank G. Muller 52 Vice President (since January 1, 1994). Vice President, President, Americas of NACCO
Materials Handling Group, Inc. (since January 1, 1994). Vice President, President, Hyster-
Yale Americas of the Company (from May 1993 to December 1993). Vice President,
Manufacturing, Americas (from May 1992 to May 1993). Vice President, Manufacturing of Yale
(from prior to 1989 to 1992). Vice President of Hyster and Yale (from February 1993 through
December 1993).
Ronald D. Muller 47 Vice President, Manufacturing, Worldwide of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Vice President, Manufacturing, Worldwide of the Company (from May 1992
through December 1993). Vice President, Manufacturing, North American Industrial Truck
Division of Hyster (from October 1989 to May 1992). Director of Manufacturing Staff, North
American Industrial Truck Division of Hyster (from prior to 1989 to October 1989).
William P. O'Connell 58 Vice President, Engineering of NACCO Materials Handling Group, Inc. (since January 1, 1994).
Vice President, Engineering of the Company (from May 1992 through December 1993). Vice
President, Hyster-Yale Engineering (from May 1991 to May 1992). Vice President, Yale
Engineering (from October 1989 to May 1991). Vice President, Engineering of Yale (from
prior to 1989 to October 1989).
</TABLE>
- 21 -
<PAGE> 23
<TABLE>
<CAPTION>
NAME AGE EMPLOYMENT HISTORY
---- --- ------------------
<S> <C> <C>
David M. Pollock 48 Vice President (since January 1, 1994). Vice President, Managing Director, NACCO Materials
Handling Group, Ltd. of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice
President, Managing Director, Hyster-Yale Europe of the Company (from May 1992 through
December 1993). Vice President, Managing Director, Hyster Europe (from October 1989 to May
1992). Vice President and Managing Director, Hyster Europe Limited for Hyster (from prior
to 1989). Vice President of Yale (from May 1992 through 1993).
Edward W. Ryan 55 Vice President, President, Yale Materials Handling Corporation of NACCO Materials Handling
Group, Inc. (since January 1, 1994). Vice President, Yale Marketing of the Company (from
May 1992 through December 1993). President of Yale (from August 1993 through December
1993). Senior Vice President, Marketing for Yale (from prior to 1989).
Michael K. Smith 49 Vice President, Finance and Information Systems, Americas of NACCO Materials Handling Group,
Inc. (since February 9, 1994). Vice President, Finance, Americas of NACCO Materials
Handling Group, Inc. (from January 1, 1994 to February 9, 1994). Vice President, Finance,
Americas of the Company (from May 1993 through December 1993). Vice President, Finance,
Hennessy Industries, manufacturer of tire replacement equipment (from 1991 to 1993). Vice
President, Finance and Business, Bendix Automotive Systems Group of Bendix Corporation, a
producer of automotive equipment (from prior to 1989 to 1990).
Colin Wilson 39 Vice President, Marketing, Yale Europe of NACCO Materials Handling Group, Inc. (since
January 1, 1994). Vice President, Marketing, Yale Europe of the Company (from May 1992
through December 1993). Marketing Director, Yale Europe Materials Handling Limited (from
January 1992 to May 1992). Sales and Marketing Director, Yale Materials Handling Limited
(from prior to 1989 to January 1992).
</TABLE>
- 22 -
<PAGE> 24
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the annual, long-term and all
other compensation for services in all capacities to the Company of the five
persons who were, as of December 31, 1993, the Chief Executive Officer and the
Company's four most highly compensated executive officers other than the Chief
Executive Officer (the "Named Executive Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
- --------------------------
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION PAYOUTS
------------------------------------- ------------
ALL OTHER
OTHER ANNUAL LTIP COMPEN-
NAME & PRINCIPAL FISCAL SALARY BONUS COMPENSATION PAYOUTS SATIONS
POSITION YEAR ($) ($) (3) ($) ($) ($)
- --------- ----- ------ ------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Reginald R. Eklund 1993 $295,000 $96,274 $38,500(4) --- $24,384(7)
President and Chief 1992 $260,004 $86,226 $38,433(4) $199,986(6) $30,117(7)
Executive Officer 1991 $250,000 $51,165 $27,205(4) --- $209,386(7)
David M. Pollock 1993 $232,096(1) $39,781 $2,574(5) --- $2,636(8)
Vice President, 1992 $239,570(1) $41,250 $3,477(5) --- $3,407(8)
Managing Director, 1991 $217,873(1) $27,662 $15,374(5) --- $4,238(8)
Hyster-Yale Europe
Frank G. Muller 1993 $157,440(2) $62,382 $18,266(5) --- $11,982(9)
Vice President, 1992 $128,715 $28,347 $9,170(5) --- $9,681(9)
President, Hyster-Yale 1991 $119,016 $14,352 $1,272(5) --- $546(9)
Americas
G. Michael Decker 1993 $156,332(2) $37,986 $12,265(5) --- $3,127(9)
Vice President, Finance, 1992 --- --- --- --- ---
Chief Financial Officer 1991 --- --- --- --- ---
Edward W. Ryan 1993 $142,908 $29,036 $9,013(5) --- $12,862(9)
Vice President, 1992 $136,008 $25,532 $7,308(5) --- $9,206(9)
Yale Marketing 1991 $132,096 $18,884 $6,089(5) --- $618(9)
<FN>
(1) Includes overseas allowances paid to Mr. Pollock of $50,996, $69,445 and $65,573 for the years 1993, 1992 and 1991,
respectively.
(2) Mr. Muller was Vice President, Manufacturing, Hyster-Yale Americas through May 12, 1993 when he was elected Vice President,
President, Hyster-Yale Americas. Mr. Decker joined the Company February 1, 1993.
(3) These amounts were paid in cash pursuant to the Hyster-Yale Annual Incentive Compensation Plan.
(4) For Mr. Eklund, the amount listed for 1993 consists of payments of cash in lieu of perquisites as determined by the NMHG
Nominating, Organization and Compensation Committee. For 1992 the amount consists of payments of cash in lieu of
perquisites totalling $26,014, as determined by the NMHG Nominating, Organization and Compensation
</TABLE>
- 23 -
<PAGE> 25
Committee, and annual interest of $12,419 paid on a $200,000
promissory note previously held by him ("Mr. Eklund's Promissory
Note"), which note bore interest at a rate equal to a 13-week U.S.
Treasury Bill plus 2%, with a cap of 12%, compounded quarterly, which
was payable by Yale on February 28, 1995 and which note represented
the balance due to Mr. Eklund under the Yale Materials Handling
Corporation 1985 Employee Incentive Plan that was terminated effective
January 1, 1990. The principal and accrued interest of Mr. Eklund's
Promissory Note were pre-paid in 1992. See note (6) below. The
amount listed for 1991 consists of an annual interest payment on Mr.
Eklund's Promissory Note of $21,360, and the use of a car, valued at
$5,845.
(5) For Messrs. Muller, Decker and Ryan the amounts paid in 1993 of
$18,226, $12,265 and $9,013, respectively, are cash payments in lieu
of perquisites. For Mr. Pollock the following amounts represent the
value of the use of a car: 1993 - $2,574, 1992 - $3,477 and 1991 -
$4,020. For Messrs. Muller and Ryan the value of the use of a car for
1991 was $1,272 and $6,089, respectively. Mr. Pollock was reimbursed
$11,354 in 1991 for tax return preparation fees covering the years
1987 through 1991.
(6) The amount listed was paid in cash to Mr. Eklund upon the pre-payment
of Mr. Eklund's Promissory Note. See Note 4 above.
(7) For Mr. Eklund, the amounts listed include: for 1993, 1992 and 1991,
$15,370, $14,963 and $909, respectively, consisting of Company
contributions under the NACCO Materials Handling Group Profit Sharing
Plan (formerly known as the Hyster-Yale Profit Sharing Plan); for 1992
and 1991, $9,464 and $23,402, respectively, consisting of deferred
payments under the Yale Short-Term Incentive Compensation Deferral
Plan earned by Mr. Eklund for 1985 and 1986; for 1993 and 1992, $9,014
and $5,690, respectively, consisting of Company allocations under the
NACCO Materials Handling Group Unfunded Benefit Plan (formerly known
as the Hyster-Yale Unfunded Deferred Compensation Plan), and for 1991,
$185,075 for reimbursement by Hyster-Yale of relocation expenses.
(8) For Mr. Pollock the amounts listed were contributed by the Company to
match before-tax contributions made under the Hyster-Yale Profit
Sharing Plan (formerly known as the Hyster Employees' Savings Plan).
(9) For Messrs. Muller, Decker and Ryan the amounts listed consist of
contributions made by the Company to the Hyster-Yale Profit Sharing
Plan (formerly known as the Yale Materials Handling Corporation
Employee Profit Sharing and Stock Ownership Plan).
LONG-TERM INCENTIVE PLAN
The following table sets forth information about awards to the Named
Executive Officers for the calendar year 1994, and estimated payouts in the
future under the long-term incentive plan of the Company.
-24-
<PAGE> 26
<TABLE>
LONG-TERM INCENTIVE PLANS
AWARDS IN LAST FISCAL YEAR FOR FUTURE YEARS
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLANS
---------------------------------------------
NUMBER OF PERFORMANCE
SHARES, OR OTHER
UNITS OR PERIOD UNTIL
OTHER RIGHTS MATURATION THRESHOLD TARGET MAXIMUM
NAME ($ OR #) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Reginald R. Eklund 100,403 Units(1) 10 years(1) $0 (1) $2,190,772(1) (1)
David M. Pollock 27,628 Units(1) 10 years(1) $0 (1) $602,843(1) (1)
Frank G. Muller 43,558 Units(1) 10 years(1) $0 (1) $950,436(1) (1)
G. Michael Decker 24,587 Units(1) 10 years(1) $0 (1) $536,488(1) (1)
Edward W. Ryan 14,851 Units(1) 10 years(1) $0 (1) $324,049(1) (1)
<FN>
(1) Effective on January 1, 1994, Messrs. Eklund, Pollock, Muller, Decker and Ryan were awarded 100,403, 27,628, 43,558, 24,587
and 14,851 book value appreciation units, respectively, under the NACCO Materials Handling Group, Inc. Long-Term Incentive
Compensation Plan (the "NMHG Long-Term Plan") at a specified "base period price per unit". These book value appreciation
units were awarded by the NMHG Nominating, Organization and Compensation Committee to each individual upon the
recommendation of the Company's outside compensation consultant in order to make the potential amounts paid under the NMHG
Long-Term Plan competitive within the potential amounts paid under long-term incentive compensation plans in similar
industries. Under the NMHG Long-Term Plan, these units will vest ten years from the date of award. (For example, December
31, 2003 for units awarded effective January 1, 1994) (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 the 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 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 appeciation units originally granted in an award. Upon vesting, the participant is entitled to receive a payment
the appreciation in the book value per unit over the base period price per unit. At target return on equity over ten
years, Messrs. Eklund, Pollock, Muller, Decker and Ryan's book value appreciations units would entitle them to cash
payments on December 31, 2003 of $2,190,772, $602,843, $950,436, $536,488 and $324,049, respectively, which amounts may be
greater or less depending on whether NMHG's book value has increased or decreased in comparison to the target book value
growth over the period. Effective on January 1, 1993,
</TABLE>
- 25 -
<PAGE> 27
Messrs. Eklund, Muller and Pollock were awarded 21,690, 3,958 and 3,121
book value appreciation units, respectively, and effective April 1, 1993,
Mr. Decker was awarded 31,192 of such units. Also, Messrs. Muller and Ryan
were awarded 31,739 and 4,237 of such units effective on July 1, 1993 and
October 1, 1993, respectively. For units granted as of January 1, 1993, at
target return on equity over ten years, Messrs. Eklund, Pollock and Muller's
book value appreciation units would entitle them to cash payments on
December 31, 2002 of $632,480, $91,008 and $115,415, respectively, which
amounts may be greater or less, depending upon whether NMHG's book value has
increased or decreased in comparison to the target for book value growth
over the period. The NMHG Long-Term Plan has no specified maximum payout.
Similarly, for units granted as of July 1 and October 1 of 1993, at target
return on equity Mr. Decker would be entitled to a cash payment of $907,063
on March 31, 2003, and Messrs. Muller and Ryan would be entitled to cash
payments of $910,909 and $118,848 on June 30, 2003 and September 30, 2003,
respectively. Mr. Eklund was previously awarded 65,000 book value
appreciation units effective on January 1, 1990, which units will vest on
December 31, 1999. Effective January 1, 1990, Messrs. Pollock, Muller and
Ryan were also awarded 35,620, 15,154 and 15,154 units, respectively, which
will also vest on December 31, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Dennis W. LaBarre, a director and member of the Nominating,
Organization and Compensation Committee 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 during 1993 on a variety of matters, and it is
anticipated that such firm will provide such services in 1994.
Alfred M. Rankin, Jr. and Ward Smith who are directors of NACCO and
the Company and members of the Compensation Committee of the Company, were
President and Chairman of the Board, respectively, of the Company for a brief
period of time in 1989.
PENSION PLAN
HYSTER-YALE PENSION PLANS
Mr. Pollock is covered by the non-contributory defined benefit cash
balance plan (qualified and non-qualified) of the Company. Messrs. Eklund,
Decker, Muller and Ryan have never been covered by any defined benefit pension
plans of the Company, Hyster or Yale. Each year, effective as of January 1,
1992, an amount is credited to a notional account for each covered employee
equal to a percentage of the employee's compensation (including bonuses and
salary deferrals) for such year, in accordance with an age-based formula that
is integrated with Social Security. The notional account balances are then
credited with interest each year until the employee's normal retirement date
(generally, age 65) at a stated rate of interest. The notional account
balances are paid in the form of a lump sum payment or converted to an annuity
to provide monthly benefit payments.
The estimated annual pension benefit (including prior plan benefits,
if any) for Mr. Pollock under the cash balance plan, which would be payable on
a straight life annuity basis at normal retirement age, is $89,300.
- 26 -
<PAGE> 28
COMPENSATION OF DIRECTORS
The Company's directors are compensated for their service to the
Company in accordance with the current practices of NACCO. Directors and
officers of the Company who are employees of NACCO will be compensated
principally by NACCO and will participate in employee benefit plans of NACCO.
Currently, two directors of the Company (Messrs. Ward Smith and Alfred M.
Rankin, Jr.) are employed by NACCO and receive their compensation and employee
benefits from NACCO. Officers of the Company who are also directors receive no
additional compensation for their services as a director. Mr. Eklund is both
an officer and a director of the Company. Mr. Eklund receives his salary and
benefits from the Company. The directors of the Company who are also directors
of NACCO are currently compensated by NACCO with respect to their Company Board
of Directors activities, and the Company reimburses NACCO for a pro rata share
(with NACCO and two other subsidiaries of NACCO) of the compensation paid by
NACCO to its directors who are also directors of NACCO. Each NACCO director
who is not an officer of NACCO receives a retainer of $24,000 for each calendar
year of service on the NACCO and subsidiary Board of Directors. In addition,
each such director receives $500 for attending each meeting of the NACCO or
subsidiary Board of Directors and each meeting of a committee thereof. Such
fees for attendance at Board meetings and committee meetings may not exceed
$1,000 per day. In addition, the chairman of each committee of the NACCO or
subsidiary Board of Directors receives $4,000 for each calendar year for
service as committee chairman. Directors of the Company who are neither
directors of NACCO nor officers of the Company are paid by the Company $9,000
for each calendar year, plus $500 for attending each meeting of the Company
Board of Directors and each meeting of a committee thereof (such fees for
attendance at Board of Directors' meetings and multiple committee meetings do
not exceed $1,000 per day).
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
THE COMPANY
The Company currently has 10,000 authorized shares of Common Stock
which is the only authorized class of Company capital stock, of which 5,598.857
shares are currently issued and outstanding. NACCO Industries, Inc., a
Delaware corporation, with its headquarters located at 5875 Landerbrook Drive,
Mayfield Heights, Ohio 44124-4017, is the beneficial owner of 5,435.826 shares
(97%) of Common Stock. No officer or director of the Company beneficially owns
any shares of the Common Stock. In connection with the financing of the
acquisition of Hyster, all of the Company's Common Stock owned beneficially by
NACCO was pledged to lenders to secure the Company's obligations under a Credit
Agreement entered into to finance the acquisition.
BENEFICIAL OWNERSHIP OF NACCO SECURITIES
Set forth in the following table is the indicated information with
respect to beneficial ownership of Class A Common Stock, par value $1.00 per
- 27 -
<PAGE> 29
share ("Class A Common") and Class B Common Stock, par value $1.00 per share
("Class B Common"), of NACCO, by the directors and Named Executive Officers of
the Company and all executive officers and directors of the Company as a group
as of January 15, 1994. Each share of Class A Common is entitled to one vote
on all matters brought before a meeting of NACCO's stockholders, while each
share of Class B Common is entitled to ten votes on each such matter.
Beneficial ownership of Class A Common and Class B Common has been determined
for this purpose in accordance with Rule 13d-3 of the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which provides, among other things, that 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 in
respect of such stock or has the right to acquire such ownership within sixty
days. 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.
<TABLE>
Amount and Nature of Beneficial Ownership
-----------------------------------------
<CAPTION>
Sole Shared
Voting and Voting or Percent of
Title of Investment Investment Aggregate Class
Name Class Power Power Amount (1)(2)
---- -------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Frank E. Taplin, Jr. Class A 467,290 14,000 (3) 481,290 6.67%
Class B 284,728 7,000 (3) 291,728 (4) 16.52%
Owsley Brown II Class A 1,056 -- 1,056 --
Class B -- -- -- --
John J. Dwyer Class A 1,583 -- 1,583 --
Class B -- -- -- --
Robert M. Gates Class A 184 -- 184 --
Class B -- -- -- --
E. Bradley Jones Class A 898 -- 898 (5) --
Class B 200 -- 200 --
Dennis W. LaBarre Class A 998 -- 998 --
Class B 100 -- 100 --
Yoshinori Ohno Class A -- -- -- --
Class B -- -- -- --
Alfred M. Rankin, Jr. Class A 96,644 132,253 (6) 253,897 (7) 3.52%
Class B 47,998 66,000 (6) 113,998 (4) 6.46%
Claiborne R. Rankin Class A 109,716 -- 109,716 (8) 1.52%
Class B 56,518 -- 56,518 (4)(8) 3.20%
</TABLE>
- 28 -
<PAGE> 30
<TABLE>
<CAPTION>
Sole Shared
Voting and Voting or Percent of
Title of Investment Investment Aggregate Class
Name Class Power Power Amount (1)(2)
---- -------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
John C. Sawhill Class A 3,959 -- 3,959 --
Class B -- -- -- --
Ward Smith Class A 12,900 -- 15,400 (7) 0.21%
Class B 200 -- 200 --
Britton T. Taplin Class A 21,079 -- 21,079 0.29%
Class B 28,495 -- 28,495 (4) 1.61%
David F. Taplin Class A 15,548 -- 15,548 0.22%
Class B 13,550 -- 13,550 (4) 0.77%
Richard B. Tullis Class A 2,998 -- 2,998 --
Class B -- -- -- --
Reginald R. Eklund Class A 1,178 (9) -- 1,178 --
Class B -- -- -- --
David M. Pollock Class A -- -- -- --
Class B -- -- -- --
G. Michael Decker Class A -- -- -- --
Class B -- -- -- --
Frank G. Muller Class A 178 (9) 500 678 --
Class B -- -- -- --
Edward W. Ryan Class A 378 (9) -- 378 --
Class B -- -- -- --
All executive Class A 738,418 146,753 912,671 (7)(10) 12.65%
officers and Class B 431,789 73,000 504,789 (4) 28.59%
directors as a group
(36 persons)
<FN>
(1) The shares included in note 6 were deemed to be outstanding as of January 15, 1994 for purposes of calculating the
percentage owned at such date pursuant to Rule 13d-3 under the Exchange Act.
(2) Less than 0.1% except as otherwise indicated.
(3) Frank E. Taplin, Jr., his sister Clara Taplin Rankin, and his brother 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
</TABLE>
- 29 -
<PAGE> 31
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 (4).
(4) A Schedule 13D filed with the SEC with respect to Class B Common on
March 24, 1990, and amended on April 11, 1990 by Amendment No. 1, on
March 18, 1991 by Amendment No. 2, on March 23, 1992 by Amendment No. 3
and on March 10, 1993 by Amendment No. 4, and amended and restated on
March 30, 1994 by Amendment No. 5 (the "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 P. Rankin, Clara T. Rankin, 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 S. Panella, 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, and
National City Bank, as trustee of certain irrevocable 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 NACCO and Society
National Bank (successor by merger to Ameritrust Company National
Association), 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, to 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 87.38% of the Class B Common outstanding on January 15, 1994,
or 62.03% 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, NACCO 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.
(5) While Mr. Jones, a director of the Company, is a Trustee of Fidelity
Funds, he has not exercised and does not presently intend to exercise
- 30 -
<PAGE> 32
any voting or investment power over any of the 951,829 shares of
Class A Common in which a Schedule 13G filed with the SEC for NACCO
on February 14, 1992 and amended on February 16, 1993 by Amendment
No. 1 and amended and restated on February 14, 1994 by Amendment No.
2 reported that FMR Corp. and certain related parties, including
Fidelity Funds, have a beneficial ownership interest.
(6) Represents shares in a certain trust of which Mr. Rankin, Jr. became
a trustee on February 9, 1994, and a certain trust of which he became
a trustee on March 10, 1994, succeeding his father, Alfred M. Rankin,
who died on January 23, 1994.
(7) Includes the following shares which such persons have, or had, within
60 days after January 15, 1994, the right to acquire upon the
exercise of stock options: Mr. Smith, 2,500 shares of Class A
Common; Mr. Rankin, Jr., 25,000 shares of Class A Common, and all
executive officers and directors of the company as a group, 27,500
shares of Class A Common.
(8) Includes 16,261 shares of Class A Common and 4,688 shares of Class B
Common owned by members of Mr. Rankin's immediate family for which
Mr. Rankin serves as custodian, as to which Mr. Rankin disclaims
beneficial ownership.
(9) Includes 178 shares of Class A Common owned on behalf of Messrs.
Eklund, Muller and Ryan by the Yale Materials Handling Corporation
Employee Profit Sharing and Stock Ownership Plan, as to which the
individuals exercise voting power.
(10) Includes 20 shares of Class A Common owned by a member of the
immediate family of an executive officer as to which such executive
officer disclaims beneficial ownership.
Frank E. Taplin, Jr. and Thomas E. Taplin (who was, as of December
31, 1993, the beneficial owner of an aggregate of 584,114 shares of Class A
Common and, as of January 15, 1994, 317,000 shares of Class B Common) are
brothers, and Clara Taplin Rankin (who was, as of December 31, 1993, the
beneficial owner of an aggregate of 640,741 shares of Class A Common and, as of
January 15, 1994, 335,568 shares of Class B Common) is their sister. Britton
T. Taplin is the son of Thomas E. Taplin and the nephew of Frank E. Taplin, Jr.
and Clara Taplin Rankin. David F. Taplin is the son of Frank E. Taplin, Jr.
and the nephew of Thomas E. Taplin and Clara Taplin Rankin. Clara Taplin
Rankin is the mother of Alfred M. Rankin, Jr. and Claiborne R. Rankin. The
combined beneficial ownership of such persons equals 2,106,385 shares or 29.19%
of Class A Common and 1,156,857 shares or 65.52% of Class B Common outstanding
on January 15, 1994. The combined beneficial ownership of all directors of the
Company, together with Clara Taplin Rankin, Thomas E. Taplin and all of the
executive officers of the Company whose beneficial ownership of Class A Common
and Class B Common (including shares which would be held by such directors if
they exercised certain stock options) must be disclosed in the foregoing table
in accordance with Rule 13d-3 under the Exchange Act, equals 2,136,776 shares
or 29.61% of Class A Common and 1,157,357 shares or 65.55% of Class B Common
outstanding on January 15, 1994 (including shares which would be outstanding if
certain stock options were exercised by such
- 31 -
<PAGE> 33
directors). Such shares of Class A Common and Class B Common represent 55.12%
of the combined voting power of all Class A Common and Class B Common
outstanding on such date (including those shares which would be outstanding if
the stock options referred to above were exercised).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As a result of its ownership of in excess of 97% of the Company's
stock, NACCO controls the Company and has the power to elect the Company's
entire Board of Directors and to make certain strategic decisions concerning
the Company (including decisions relating to mergers, consolidations or the
sale of all or substantially all of the assets of the Company) without the
approval of other stockholders. However, the Company has operated and
conducted its day-to-day business autonomously.
TAX AGREEMENT
So long as the Company continues to meet the definition of an
included corporation for Federal income tax purposes, as that definition may
change from time to time, NACCO intends to include the Company in the
consolidated Federal income tax returns of NACCO. NACCO and the Company are
parties to an income tax share agreement providing for the allocation of
Federal income tax liabilities. Under the agreement, the Company will be
compensated by NACCO for certain of its tax attributes (e.g., any available tax
credits), while all Federal income tax deficiencies and refunds relating to the
Company for prior and future years are charged or credited to the Company as
they are finally determined. Under this arrangement, the Company will pay to
NACCO an amount equal to the taxes that would be payable by the Company if it
were a corporation filing a separate return.
A similar arrangement currently exists between NACCO and NMHG and
between NACCO and each of its other subsidiaries.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE AND OTHER NACCO SERVICES
NACCO provides directors' and officers' liability insurance to the
Company's directors and officers, with the Company reimbursing NACCO for a
portion of such costs. The Company may also make use and be charged for the
use of NACCO's corporate airplane. NACCO is also expected to provide certain
legal, accounting and insurance services to the Company for which it will be
reimbursed.
OTHER
Mr. Yoshinori Ohno is President of S-Y. S-Y manufactures
semi-complete or complete industrial lift trucks which are purchased by NMHG,
Yale Europe and Jungheinrich. S-Y also markets in Japan industrial truck
products it manufactures and which it imports from NMHG. For a discussion of
inter-affiliate transactions involving S-Y see Note F, Investments, on pages
F-13 and F- 14.
- 32 -
<PAGE> 34
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) and (2) The response to Item 14(a)(1) and (2) is set forth
beginning at page F-1 of this Annual Report on Form 10-K.
(a)(3) Listing of Exhibits - See the exhibit index beginning at
page X-1 of this Annual Report on Form 10-K.
(b) The Company has not filed any Current Reports on Form 8-K
during the fourth quarter of 1993.
(c) The response to Item 14(c) is set forth beginning at page X-1
of this Annual Report on Form 10-K.
(d) Financial Statement Schedules - The response to Item 14(d) is
set forth beginning at page F-31 of this annual Report on Form 10-K.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
Neither an annual report nor a proxy statement covering the Company's
last fiscal year has been circulated or is going to be circulated to security
holders.
- 33 -
<PAGE> 35
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Hyster-Yale Materials Handling, Inc.
By: REGINALD R. EKLUND
-------------------------------------
Reginald R. Eklund
President and Chief Executive Officer
Date: March 21, 1994
- 34 -
<PAGE> 36
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Reginald R. Eklund President and Chief Executive March 21, 1994
------------------------ Officer (Principal Executive
Reginald R. Eklund Officer), Director
G. Michael Decker Vice President, Finance March ___, 1994
------------------------ and Chief Financial Officer
G. Michael Decker (Principal Financial Officer)
Roger A. Jensen Controller (Principal March 30, 1994
------------------------ Accounting Officer)
Roger A. Jensen
* Owsley Brown II Director March 29, 1994
------------------------
Owsley Brown II
* John J. Dwyer Director March 29, 1994
------------------------
John J. Dwyer
* Robert M. Gates Director March 29, 1994
------------------------
Robert M. Gates
* E. Bradley Jones Director March 29, 1994
------------------------
E. Bradley Jones
* Dennis W. LaBarre Director March 29, 1994
------------------------
Dennis W. LaBarre
* Yoshinori Ohno Director March 29, 1994
------------------------
Yoshinori Ohno
* Alfred M. Rankin, Jr. Director March 29, 1994
------------------------
Alfred M. Rankin, Jr.
* Claiborne R. Rankin Director March 29, 1994
------------------------
Claiborne R. Rankin
* John C. Sawhill Director March 29, 1994
------------------------
John C. Sawhill
* Ward Smith Director March 29, 1994
------------------------
Ward Smith
* Britton T. Taplin Director March 29, 1994
------------------------
Britton T. Taplin
Director March , 1994
------------------------ ---
David F. Taplin
</TABLE>
- 35 -
<PAGE> 37
<TABLE>
<S> <C> <C>
* Frank E. Taplin, Jr. Director March 29, 1994
------------------------
Frank E. Taplin, Jr.
* Richard B. Tullis Director March 29, 1994
------------------------
Richard B. Tullis
<FN>
*Bergen I. Bull, by signing his name hereto, does hereby sign this Annual
Report on Form 10-K on behalf of each of the above named and designated
officers and directors of the Company pursuant to a Power of Attorney executed
by such persons and filed with the Securities and Exchange Commission.
</TABLE>
Bergen I. Bull March 29, 1994
--------------------------------
Bergen I. Bull, Attorney-in-Fact
- 36 -
<PAGE> 38
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14 (A) (1) AND (2), AND ITEM 14 (D)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1993
HYSTER-YALE MATERIALS HANDLING, INC.
PORTLAND, OREGON
F-1
<PAGE> 39
FORM 10-K
ITEM 14 (A) (1) AND (2)
HYSTER-YALE MATERIALS HANDLING, INC.
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Hyster-Yale Materials
Handling, Inc. and subsidiaries are included in Item 8:
Report of Independent Accountants for years ended December 31, 1993, 1992
and 1991
Consolidated balance sheets--December 31, 1993 and December 31, 1992
Consolidated statements of income--Years ended December 31, 1993, 1992 and
1991
Consolidated statements of cash flows--Years ended December 31, 1993, 1992
and 1991
Consolidated statements of stockholders' equity--Years ended December 31,
1993, 1992 and 1991
Notes to consolidated financial statements--December 31, 1993
The following consolidated financial statement schedules of Hyster-Yale
Materials Handling, Inc. and subsidiaries are included in Item 14 (d):
Schedule V -- Property, plant and equipment
Schedule VI -- Accumulated depreciation and amortization of
property, plant and equipment
Schedule VIII -- Valuation and qualifying accounts (accounts not
required or not material have been omitted)
Schedule IX -- Short-term borrowings
Schedule X -- Supplementary income statement information
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
F-2
<PAGE> 40
Report of Independent Public Accountants
To the Board of Directors and Stockholders of
Hyster-Yale Materials Handling, Inc.:
We have audited the accompanying consolidated balance sheets of Hyster-Yale
Materials Handling, Inc. (an indirect, majority-owned subsidiary of NACCO
Industries, Inc.) and subsidiaries as of December 31, 1993 and 1992, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1993. These
consolidated financial statements and the schedules referred to below are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements and schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all materials respects, the financial position of Hyster-Yale Materials
Handling, Inc. and subsidiaries as of December 31, 1993 and 1992, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1993 in conformity with generally accepted
accounting principles.
As discussed in Note A to the consolidated financial statements, the Company
has given retroactive effect to the change in its method of accounting for
income taxes.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedules listed in
the list of financial statements and financial statement schedules are
presented for purposes of complying with the Securities and Exchange
commission's rules and are not a required part of the basic consolidated
financial statements. These schedules have been subjected to the auditing
procedures applied in our audit of the basic consolidated financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic consolidated financial statements taken as a whole.
Portland, Oregon
February 4, 1994
Arthur Andersen & Co.
F-3
<PAGE> 41
<TABLE>
CONSOLIDATED BALANCE SHEETS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
<CAPTION>
December 31
--------------------------
(Restated)
1993 1992
-------- --------
(in thousands)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 20,255 $ 7,865
Accounts receivable, net 104,959 97,157
Inventories 151,216 167,269
Prepaid expenses and other 7,547 5,376
Assets held for sale 11,991 11,811
Deferred income taxes 6,639 1,099
-------- --------
302,607 290,577
-------- --------
OTHER ASSETS 9,969 14,594
PROPERTY, PLANT AND EQUIPMENT, NET 121,732 128,127
DEFERRED CHARGES:
Goodwill, net 383,927 394,799
Deferred financing costs 7,285 9,534
Other 7,515 8,779
-------- --------
398,727 413,112
-------- --------
TOTAL ASSETS $833,035 $846,410
======== ========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE> 42
<TABLE>
CONSOLIDATED BALANCE SHEETS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
<CAPTION>
December 31,
---------------------------
(Restated)
1993 1992
---------- --------
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 97,753 $ 71,578
Short-term obligations 7,853 6,121
Current maturities of long-term obligations 28,388 7,968
Accrued expenses 66,664 73,284
Accrued income taxes 22,266 21,846
Deferred income taxes 2,383 6,531
-------- --------
225,307 187,328
-------- --------
LONG-TERM OBLIGATIONS, NET OF CURRENT MATURITIES:
Notes payable 140,591 192,489
Senior subordinated debentures 149,752 200,000
-------- --------
290,343 392,489
-------- --------
OTHER LIABILITIES:
Self insurance reserves 33,098 30,377
Deferred income taxes 14,180 8,189
Other 12,981 12,636
-------- --------
60,259 51,202
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, par value $1 per share, authorized
10,000 shares; outstanding - 5,599 shares 6 6
Capital in excess of par value 178,192 124,390
Retained income 82,875 91,287
Foreign currency translation adjustment 2,503 4,695
Other (6,450) (4,987)
-------- --------
257,126 215,391
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $833,035 $846,410
======== ========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE> 43
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
<CAPTION>
Year Ended December 31,
------------------------------------------
(Restated) (Restated)
1993 1992 1991
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
NET SALES $908,176 $865,889 $790,618
COST OF SALES 724,114 673,898 611,951
-------- ------- --------
Gross Profit 184,062 191,991 178,667
SELLING, ADMINISTRATIVE AND
GENERAL EXPENSES 133,657 136,851 126,292
GOODWILL AMORTIZATION 10,844 10,844 10,844
-------- ------- --------
144,501 147,695 137,136
-------- ------- --------
Operating Profit 39,561 44,296 41,531
OTHER INCOME (EXPENSE):
Interest income 815 1,480 4,754
Interest expense (40,411) (44,201) (49,498)
Gain(loss) on sale of assets 2,456 (79) 18
Other, net (4,113) 2,975 (563)
-------- ------- --------
(41,253) (39,825) (45,289)
-------- ------- --------
Income (Loss) Before Income Taxes and (1,692) 4,471 (3,758)
Extraordinary Charge
PROVISION (BENEFIT) FOR INCOME TAXES 3,428 3,160 (4,830)
-------- ------- --------
INCOME(LOSS) BEFORE EXTRAORDINARY CHARGE (5,120) 1,311 1,072
EXTRAORDINARY CHARGE, NET OF TAX (3,292) - -
-------- ------- --------
NET INCOME(LOSS) ($ 8,412) $ 1,311 $ 1,072
======== ======= ========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE> 44
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
<CAPTION>
Year Ended December 31,
------------------------------
(Restated) (Restated)
1993 1992 1991
--------- -------- ---------
(In thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) ($8,412) $1,311 $1,072
Adjustments to reconcile net income(loss) to net
cash provided by (used for) operating activities:
Extraordinary charge, net of tax 2,007 - -
Depreciation and amortization 31,721 32,177 32,463
Deferred income taxes (1,335) 423 (3,975)
Currency exchange (gains)losses 103 (5,691) (1,517)
Other 2,846 (5,042) 2,844
Changes in operating assets and liabilities:
Accounts receivable (11,777) (12,278) 28,576
Inventories 14,203 (12,335) 6,475
Prepaid expenses and other (2,261) 1,507 17,166
Accounts payable and accrued expenses 6,319 (7,519) (3,606)
Accrued income taxes 730 (18,352) (14,057)
--------- -------- ---------
Net cash provided by (used for) operating activities 34,144 (25,799) 65,441
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment (20,208) (24,252) (17,207)
Proceeds from sale of assets 3,989 22,294 1,458
Other 1,787 108 (1,758)
--------- -------- ---------
Net cash provided by (used for) investing activities (14,432) (1,850) (17,507)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long-term obligations 1,297 258 12,059
Reduction of long-term obligations (32,288) (25,574) (58,305)
Revolving credit facility, net (25,500) 25,500 (42,000)
Working capital financing 16,172 - -
Capital contribution 28,273 - -
Short-term obligations, net 3,153 6,178 (7,168)
Capital grants and other 2,657 2,020 1,848
--------- -------- ---------
Net cash provided by (used for) financing activities (6,236) 8,382 (93,566)
--------- -------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,086) (2,664) (9,807)
--------- -------- ---------
CASH AND CASH EQUIVALENTS:
Increase(decrease) for the year 12,390 (21,931) (55,439)
Balance at the beginning of the year 7,865 29,796 85,235
--------- -------- ---------
Balance at the end of the year $20,255 $7,865 $29,796
========= ======== =========
<FN>
See notes to consolidated financial statements.
</TABLE>
F-7
<PAGE> 45
<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
<CAPTION>
Year Ended December 31,
-------------------------------
(Restated) (Restated)
1993 1992 1991
--------- --------- ---------
(In thousands)
<S> <C>
COMMON STOCK $6 $6 $6
---------- ---------- ----------
CAPITAL IN EXCESS OF PAR VALUE
Beginning balance 124,390 124,390 124,390
Capital contribution 53,802 - -
---------- ---------- ----------
178,192 124,390 124,390
---------- ---------- ----------
RETAINED INCOME:
Beginning balance 91,287 89,976 88,904
Net income(loss) (8,412) 1,311 1,072
---------- ---------- ----------
82,875 91,287 89,976
---------- ---------- ----------
FOREIGN CURRENCY TRANSLATION ADJUSTMENT:
Beginning balance 4,695 24,879 43,140
Foreign currency translation adjustment: including an
aggregate hedging transaction gain (loss) on net foreign
investments for the period of $31 in 1993, $16 in 1992,
and $(9,458) in 1991. (2,192) (20,184) (18,261)
---------- ---------- ----------
2,503 4,695 24,879
---------- ---------- ----------
OTHER EQUITY TRANSACTIONS:
Treasury Stock (4,987) (4,987) (4,987)
Pension Liability Adjustment (1,463) - -
---------- ---------- ----------
(6,450) (4,987) (4,987)
---------- ---------- ----------
TOTAL STOCKHOLDERS' EQUITY $257,126 $215,391 $234,264
========== ========== ==========
<FN>
See notes to consolidated financial statements.
</TABLE>
F-8
<PAGE> 46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE A--ACCOUNTING POLICIES
BASIS OF PRESENTATION:
The accompanying 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 Hyster
Company (Hyster) and Yale Materials Handling Corporation (Yale).
Effective January 1, 1994 Yale was merged into Hyster with the resulting
company renamed NACCO Materials Handling Group, Inc. which continues to be a
wholly-owned subsidiary of Hyster-Yale.
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) #109, "Accounting for Income Taxes." The Company
elected to retroactively apply its provisions to January 1, 1989 and has
restated the accompanying comparative consolidated financial statements (see
Note J).
PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include the accounts of Hyster-Yale and
its majority-owned domestic and international subsidiaries except for a
Brazilian subsidiary. Income from Companhia Hyster, the Brazilian subsidiary,
will be recognized when cash is received in the form of a dividend. Investments
in Sumitomo-Yale Company, Ltd. (S-Y), a 50% owned joint venture and Yale
Financial Services, Inc. (YFS, Inc.), a 20% owned joint venture are accounted
for by the equity method. All significant intercompany accounts and
transactions among the consolidated companies are eliminated in consolidation.
CASH AND CASH EQUIVALENTS:
The Company considers cash equivalents to be investments purchased with a
maturity of three months or less.
INVENTORIES:
Inventories are stated at the lower of cost or market. Cost has been determined
under the last-in, first-out (LIFO) method for domestic inventories and under
the first-in, first-out (FIFO) method with respect to all other inventories.
Costs for inventory valuation include labor, material and manufacturing
overhead.
PROPERTY, PLANT AND EQUIPMENT:
Depreciation of plant and equipment is computed using the straight-line method
over the estimated useful service lives for purposes of financial reporting.
For tax purposes, an accelerated method is generally used. Maintenance and
repairs are expensed as incurred.
F-9
<PAGE> 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE A--ACCOUNTING POLICIES--CONTINUED
GOODWILL
Goodwill, which represents the excess purchase price paid over the fair value
of the net assets acquired in the acquisition of Hyster Company, is amortized
on a straight-line basis over 40 years. Amortization was $10.8 million in each
of 1993, 1992, and 1991 respectively after restatement for SFAS 109 (see Note
J). Accumulated amortization was $49.6 million and $38.7 million at December
31, 1993 and 1992. Management regularly evaluates its accounting for goodwill
considering such factors as historical and future profitability and believes
that the asset is realizable and the amortization period is still appropriate.
DEFERRED FINANCING COSTS:
Deferred financing costs from the acquisition of Hyster Company are being
amortized over the term of the related indebtedness. Amortization of deferred
financing costs was $1.9 million in 1993 and $2.1 million in 1992 and 1991. In
addition, $1.4 million of deferred financing costs were written-off in
conjunction with the extraordinary charge (see Note B).
PRODUCT DEVELOPMENT COSTS:
Expenditures associated with the development of new products and changes to
existing products are expensed as incurred. These costs amounted to $20.7,
$21.9 and $19.2 million in 1993, 1992 and 1991, respectively.
FOREIGN CURRENCY:
The financial statements of the Company's foreign operations are translated
into United States dollars at year-end exchange rates as to assets and
liabilities and at weighted average exchange rates as to revenues and
expenses. Gains and losses that do not impact cash flows are excluded from net
income. Effects of changes in exchange rates on foreign financial statements is
designated as "foreign currency translation adjustment" and included as a
separate component of stockholders' equity.
The Company enters into forward foreign exchange contracts to hedge certain
foreign currency denominated receivables and payables, certain foreign currency
commitments and certain net investments in foreign subsidiaries. Gains and
losses on hedges of foreign currency denominated receivables and payables are
reported currently in income. Gains and losses with respect to firm commitments
are deferred and are recognized as part of the cost of the underlying
transaction. Gains or losses on hedges of net investments in foreign
subsidiaries are included in the foreign currency translation adjustment.
INTEREST RATE SWAP AGREEMENTS:
The differential between the floating interest rate and the fixed interest rate
which is to be paid or received is accrued as interest rates change and is
recognized over the life of the agreement.
F-10
<PAGE> 48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE A--ACCOUNTING POLICIES--CONTINUED
FINANCIAL INSTRUMENTS:
Fair value of financial instruments, except for the senior subordinated
debentures and interest rate swaps, approximated their carrying values at
December 31, 1993. Fair values are determined from quoted market sources and
through management estimates.
RECLASSIFICATION:
Operating profit in prior periods' consolidated financial statements has been
restated to reflect the reclassification of goodwill amortization as a
component of operating expenses. Certain other amounts in the prior periods
consolidated financial statements have been reclassified to conform to the
current period's presentation.
NOTE B--EXTRAORDINARY CHARGE
An extraordinary charge of $3.3 million, net of $2.0 million in related tax
benefits, was recognized for the write-off of premiums and unamortized debt
issuance costs associated with the retirement of approximately $50.2 million
face value of the Company's 12 3/8% subordinated debentures. The retirement
of these subordinated debentures was done in connection with a capital
contribution and a restructuring of other bank debt discussed below.
In August 1993, NACCO and the two minority shareholders made a proportional
capital contribution of $53.8 million in the form of previously purchased
Hyster-Yale 12 3/8% subordinated debentures with a face value of $23.7 million
and a purchase value by NACCO of $25.5 million and a cash contribution of $28.3
million.
As part of this transaction, the Company amended its existing senior bank
credit agreement. This amendment permits equity infusions to be used for cash
purchases of subordinated debentures and, after August 1994, permits use of
internally generated funds to retire additional subordinated debentures. In
addition, the amendment modifies the bank loan amortization schedule and
provides for favorable performance based interest rate incentives. See Note I
for additional discussion of the amended senior credit agreement.
F-11
<PAGE> 49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE C--SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is as follows:
<CAPTION>
Year Ended December 31,
--------------------------------
1993 1992 1991
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Interest Paid $40,628 $46,645 $51,261
Income Taxes Paid 13,279 26,150 23,858
Income Tax Refunds Received 8,238 3,032 25,554
Noncash activities:
Capital contribution of
subordinated debentures $25,529 - -
Accounts receivable from
sale of assets - - $13,400
</TABLE>
NOTE D--ACCOUNTS RECEIVABLE
Allowances for doubtful accounts of $4.9 and $4.3 million at December 31, 1993
and 1992, respectively, were deducted from accounts receivable.
<TABLE>
NOTE E--INVENTORIES
Inventories are summarized as follows:
<CAPTION>
December 31,
------------
1993 1992
---- ----
(In thousands)
<S> <C> <C>
Finished Goods and Service Parts $81,549 $ 88,645
Raw Materials and Work in Process 80,304 90,218
LIFO Reserve (10,637) (11,594)
-------- --------
TOTAL $151,216 $167,269
======== ========
</TABLE>
The cost of inventories has been determined by the last-in first-out (LIFO)
method for 61% of such inventories as of December 31, 1993 and 1992,
respectively.
F-12
<PAGE> 50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE F--INVESTMENTS
The Company owns a 50% interest in S-Y. S-Y operates a facility in Japan from
which the Company purchases certain components and internal combustion engine
and electric forklift trucks. Following is a summary of unaudited condensed
financial information on a separate company basis (before elimination of
intercompany profits) pertaining to S-Y.
<TABLE>
Condensed Balance Sheets
<CAPTION> November 30,
------------
1993 1992
---- ----
(In thousands and unaudited)
<S> <C> <C>
Assets:
Current Assets $82,384 $ 58,942
Other Assets 46,762 41,306
-------- --------
$129,146 $100,248
======= =======
Liabilities and Stockholders' Equity:
Notes Payable $35,213 $ 26,560
Other Current Liabilities 57,395 49,441
-------- -------
Total Current Liabilities 92,608 76,001
Other Liabilities 28,383 10,239
Stockholders' Equity 8,155 14,008
------- --------
$129,146 $100,248
======= =======
</TABLE>
<TABLE>
<CAPTION>
Condensed Statements of Income
Year Ended November 30,
-----------------------
1993 1992 1991
---- ---- ----
(In thousands and unaudited)
<S> <C> <C> <C>
Net Sales $159,875 $164,977 $144,755
Gross Profit 32,323 34,526 30,297
Net Loss (7,757) (634) (807)
</TABLE>
F-13
<PAGE> 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE F--INVESTMENTS--CONTINUED
The Company's purchases from S-Y for 1993, 1992 and 1991 were $64.9, $47.8 and
$35.0 million, respectively. Trade terms on certain payables to S-Y were
extended in 1993 from 60 days to 180 days. The Company pays interest (at a
market rate) on all amounts owing after 60 days. Payables to S-Y with terms
greater than 60 days are shown as working capital financing in the consolidated
statement of cash flows. The Company's accounts receivable and accounts payable
balances with S-Y were as follows:
<CAPTION>
December 31,
------------
1993 1992
---- ----
(In thousands)
<S> <C> <C>
Accounts Receivable $ 114 $ 41
Accounts Payable 22,900 10,844
</TABLE>
The Company generated commission income on certain S-Y sales. Commission income
was $1.4, $2.2 and $2.3 million in 1993, 1992 and 1991, respectively. The
Company also reimbursed S-Y $0.5 million for engineering assistance during
1993.
<TABLE>
NOTE G--PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment includes the following:
<CAPTION>
December 31,
------------
1993 1992
---- ----
(In thousands)
<S> <C> <C>
Land $5,401 $ 6,102
Buildings 49,670 52,307
Machinery, Tools and Equipment 135,851 128,079
------- -------
190,922 186,488
Less: Accumulated Depreciation (69,190) ( 58,361)
-------- ---------
TOTAL $121,732 $128,127
======== =======
</TABLE>
Depreciation charged to income was $18.8, $19.0 and $19.1 million in 1993, 1992
and 1991, respectively.
F-14
<PAGE> 52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE H--ACCRUED EXPENSES
The components of accrued expenses are summarized as follows:
<CAPTION>
December 31,
------------
1993 1992
---- ----
(In thousands)
<S> <C> <C>
Wages, Commissions and Bonuses $8,729 $ 9,577
Interest 10,680 12,822
Warranty 8,847 8,750
Self insurance 8,994 10,478
Sales discounts 7,851 7,297
Other 21,563 24,360
------ ------
$66,664 $ 73,284
======= ======
</TABLE>
NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS
The Company has entered into a Credit Agreement with a group of banks to
provide financing for a portion of the acquisition of Hyster and working
capital needs of Hyster-Yale. The Credit Agreement is secured by all domestic
assets and the pledge of stock of certain subsidiaries. The Credit Agreement
provides for a term note in an aggregate principal amount of $375.0 million and
a long-term revolving credit facility which permits advances and secured
letters of credit to the Company from time to time up to an aggregate principal
amount of $100.0 million through expiration in 1997.
There were no borrowings outstanding under the revolving credit facility at
December 31, 1993. Borrowings under the revolving credit facility, which were
classified as long-term, were $25.5 million at December 31, 1992. The
commitment fee on the unused portion of the revolving credit facility is
currently at 0.5% per annum.
F-15
<PAGE> 53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS--CONTINUED
Under an amendment to the Credit Agreement negotiated in July 1993, the term
note now requires quarterly payments expiring May 31, 1997. The term note and
the revolving credit facility bear interest at an effective lender's prime rate
plus .75% or LIBOR plus 1.875% subject to reductions as discussed below. The
average effective interest rates on the term note and the revolving credit
facility were 6.45% and 7.85% in 1993 and 1992, respectively.
The amendment provides for favorable performance based interest rate incentives
based on achievement of varying debt to capitalization rates and/or earnings
measures. In addition, the amendment permits the use of internally generated
funds to repurchase additional subordinated debentures up to $75.0 million
based on achieving certain debt to capitalization ratios. The Company is
currently eligible to repurchase up to $25.0 million on or after August 1,
1994.
The Company has entered into unsecured interest rate swap agreements. At
December 31, 1993 and 1992, the Company had outstanding interest rate swap
agreements with commercial banks, having total notional principal amounts of
$125.0 and $45.0 million, respectively. The interest rate swap agreements
mature at varying lengths from six-months to two years and effectively change
the Company's floating interest rat e exposure on $125.0 million of the term
note to an average fixed rate of 6.65%. These agreements are with major
commercial banks and the exposure to credit loss in the event of nonperformance
by the banks is minimal. The Company evaluates its exposure to floating rate
debt on an ongoing basis.
The Credit Agreement contains covenants related to minimum net worth, working
capital, debt to equity, and interest and fixed charge coverage ratios. In
addition, the Credit Agreement limits capital spending, investments, sales of
certain assets and dividends. As of December 31, 1993, the Company was in
compliance with all the covenants in the Credit Agreement.
<TABLE>
Notes payable consist of the following:
<CAPTION>
December 31,
------------
1993 1992
---- ----
(In Thousands)
<S> <C> <C>
Credit Agreement - term note $139,279 $164,341
Credit Agreement - revolving credit facility - 25,500
Various notes with interest rates ranging
from 6.6% to 10.5% payable 1994 to 1999. 1,312 2,648
------- -------
$140,591 $192,489
======== =======
</TABLE>
F-16
<PAGE> 54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS--CONTINUED
The senior subordinated debentures in the amount of $149.8 million are payable
in 1999 and bear interest at 12.375%. There is a mandatory sinking fund payment
on August 1, 1998 of $100.0 million. As of August 1, 1993, the debentures were
redeemable at a price of 107.5. As of August 1, 1994, the debentures can be
called at a price of 105. As discussed above, there are call restrictions in
the Credit Agreement.
At December 31, 1993, the market value of the 12.375% senior subordinated
debentures was $161 million. The interest rate swap agreements have a negative
market value of $1.1 million at December 31, 1993.
Foreign subsidiaries had unused credit lines at December 31, 1993 of up to
$15.5 million, to the extent that borrowings under these credit lines would not
cause the subsidiaries to exceed any of various restrictive covenants. These
credit lines are in various currencies and bear interest at rates that range
from 6.5% to 8.25% at December 31, 1993.
<TABLE>
Short-term obligations consist of the following:
<CAPTION>
December 31,
------------
1993 1992
---- ----
(In thousands)
<S> <C> <C>
Foreign subsidiary credit lines $6,454 $4,888
Other 1,399 1,233
------ ------
$7,853 $6,121
====== ======
</TABLE>
<TABLE>
Maturities on long-term obligations for the next five years are as follows:
<CAPTION>
Year Ended
December 31, Amount
------------ ------
(In thousands)
<S> <C>
1994 $28,388
1995 44,442
1996 45,234
1997 50,674
1998 100,241
Subsequent to 1998 49,752
</TABLE>
A portion of the 1994 payments on the term note may be made utilizing the
existing, long-term revolving credit facility.
F-17
<PAGE> 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE J--INCOME TAXES
As discussed in Note A, "Accounting Policies", the Company has adopted SFAS 109
effective January 1, 1993 and has retroactively applied its provisions to
January 1, 1989. Accordingly, net goodwill has been adjusted as of January 1,
1991 to reflect the cumulative impact of applying this Standard. No adjustment
was required to retained earnings as of January 1, 1991 and there was no effect
on net income in 1991 or 1992. The adjustment to goodwill, an increase of $25.1
million, represents the cumulative impact of SFAS 109 on purchase accounting
for the acquisition of Hyster as of January 1, 1991.
SFAS 109 requires, among other things, the measurement of deferred tax assets
and liabilities based on the difference between the financial statement and
income tax bases of assets and liabilities using the enacted marginal tax rate.
Deferred income tax expense or benefit is based on the changes in the assets or
liabilities from period to period. The prior method of accounting for income
taxes measured deferred income tax expense or benefit based on timing
differences between the recording of income and expenses for financial
reporting purposes and for purposes of filing federal income tax returns at
income tax rates in effect when the difference arose.
This Note contains disclosures relative to income taxes for the periods
presented in the accompanying consolidated financial statements calculated
under the provisions of SFAS 109 with prior periods restated as appropriate.
The Company is included in the consolidated federal income tax return of NACCO.
The Company and NACCO are parties to an income tax sharing agreement providing
for the allocation of federal income tax liabilities. Under this arrangement,
the Company will pay to NACCO an amount equal to the income taxes that would be
payable by the Company if it were a corporation filing a separate return.
Therefore, the currently payable federal portion of the provision for income
taxes is payable to NACCO. The Company files separate state income tax returns.
<TABLE>
Components of income (loss) before income taxes and extraordinary charge are as
follows:
<CAPTION>
Year Ended December 31,
-------------------------
1993 1992 1991
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Domestic $(6,101) $(29,384) $(54,878)
International 4,409 33,855 51,120
-------- --------- ---------
$(1,692) $ 4,471 $ (3,758)
======== ========= =========
</TABLE>
F-18
<PAGE> 56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE J--INCOME TAXES--CONTINUED
Domestic income (loss) before income taxes includes expenses related to
interest on acquisition indebtedness, goodwill and deferred financing fee
amortization of approximately $47.6, $51.7 and $60.1 million in 1993, 1992 and
1991, respectively.
<TABLE>
Income taxes consist of the following:
<CAPTION>
Year Ended December 31,
-----------------------
1993 1992 1991
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Currently Payable (Refundable):
Federal $8,896 $( 4,520) $(13,572)
State 1,187 204 ( 408)
Foreign 3,342 5,831 8,349
----- ----- -----
13,425 1,515 ( 5,631)
------ ------- -------
Deferred:
Federal (4,446) 796 (129)
State (1,166) (204) (33)
Foreign (4,385) 1,053 963
------ ----- ---
(9,997) 1,645 801
------ ------ ----
$3,428 $ 3,160 $( 4,830)
====== ====== =======
</TABLE>
The Company has provided for estimated United States and foreign income taxes,
less available tax credits and deductions, which would be incurred on the
remittance of undistributed earnings in its foreign subsidiaries in excess of
earnings deemed to be indefinitely reinvested. It is management's intent to
provide income taxes on all future accumulations of undistributed earnings for
those foreign subsidiaries where it is anticipated that distribution of
earnings is likely to occur.
Accumulated earnings at December 31, 1993 of international subsidiaries which
have been indefinitely reinvested totaled $45.2 million. Determination of the
amount of unrecognized deferred tax liability on these unremitted earnings is
not practicable. The amount of withholding taxes that would be payable upon
remittance of all undistributed foreign earnings would be $3.9 million. These
withholding taxes, subject to certain limitations, may be used to reduce U.S.
income taxes.
F-19
<PAGE> 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE J--INCOME TAXES--CONTINUED
A reconciliation of the provisions for income taxes at the federal statutory
income tax rate to income taxes as reported is as follows:
<CAPTION>
Year Ended December 31,
-----------------------
1993 1992 1991
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Statutory rate 35% 34% 34%
Tax at statutory rate $(592) $ 1,520 $( 1,278)
Effect of:
Foreign earnings subject to
varying tax rates (215) (3,855) (3,735)
Amortization of excess purchase
price 3,795 3,688 3,688
State income taxes 84 409 218
Loss (earnings) recorded net of tax 1,054 ( 131) ( 409)
Adjustment of estimated income
tax liabilities for prior years - - (2,783)
Change in tax rate 232 - -
Other differences (930) 1,529 ( 531)
----- ------- -------
Tax Provision (Benefit) $3,428 $ 3,160 $(4,830)
===== ===== =======
</TABLE>
F-20
<PAGE> 58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE J--INCOME TAXES--CONTINUED
A summary of the components of the net deferred tax balance in the Company's
consolidated balance sheets resulting from differences in the book and tax
basis of assets and liabilities follows:
<CAPTION>
Deferred Tax Asset (Liability) at December 31, 1993
---------------------------------------------------
Current Non-Current
-----------------------------------------------------
Domestic Foreign Domestic Foreign
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Inventories $(21,645) $714 - -
Accrued expenses and reserves 8,656 218 $3,282 -
Pension - - 386 $(2,305)
Net operating loss carry forwards 1,076 6,121 - -
Product liability 3,040 - 12,563 -
Tax credit carry forwards 6,048 - - -
Unrepatriated earnings - - (4,881) -
Depreciation - - (15,706) (5,413)
Other 442 (414) (2,051) (55)
----- ------ ----------- --------
$(2,383) $6,639 $(6,407) $(7,773)
======== ===== ======== ========
</TABLE>
<TABLE>
Deferred Tax Asset (Liability) at December 31, 1992
---------------------------------------------------
Current Non-Current
-----------------------------------------------------
Domestic Foreign Domestic Foreign
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Inventories $(22,659) $190 - -
Accrued expenses and reserves 10,421 405 $3,390 -
Pension - - - $(2,271)
Net operating loss carry forwards - - - -
Product liability 3,610 - 11,544 -
Tax credit carry forwards 1,601 - - -
Unrepatriated earnings - - - -
Depreciation - - (16,446) (5,291)
Other 496 504 885
----- ------ ------ -------
$(6,531) $1,099 $(627) $(7,562)
======== ====== ====== ========
</TABLE>
During 1993 the Company and the IRS settled all outstanding issues on the
federal income tax returns for the years 1981-1986. This final settlement did
not result in a material adverse effect on the Company's financial position or
results of operations.
F-21
<PAGE> 59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE K--POSTRETIREMENT BENEFITS
The Company maintains a variety of post retirement plans covering a majority of
its employees. A portion of the employees are participants in the defined
benefit plans discussed below. Most of the remaining covered employees
participate in the profit sharing portion of the Company's defined contribution
plan also described below. In addition, all eligible employees are included in
the 401(k) portion of the defined contribution plan. Total post retirement
expense for the Company was $7.0, $6.8 and $5.3 million for the years 1993,
1992 and 1991, respectively. Included in these amounts is the expense
associated with government sponsored plans in which the Company's international
subsidiaries participate.
Each defined benefit plan has a formula which is used to determine benefits
upon retirement. Most formulas take into account age, compensation, and success
of the Company in meeting certain goals although certain hourly employee's
formulas are based primarily on years of service. The Company's funding policy
is to contribute annually the minimum contribution calculated by the
independent actuaries. Contributions are intended to provide not only for
benefits attributed to service to date but also for those expected to be earned
in the future.
<TABLE>
The components of periodic pension cost and actuarial assumptions for the
Company's principal defined benefit plans for the years ended December 31,
1993, 1992 and 1991 are as follows:
<CAPTION>
Year Ended December 31,
-----------------------
UNITED STATES PLANS 1993 1992 1991
- ------------------- ---- ---- ----
(In thousands)
<S> <C> <C> <C>
Interest accrued on projected
benefit obligation $2,206 $ 2,001 $ 1,448
Service cost-benefits earned
during the year 1,427 1,433 1,438
Actual return on plan assets,
net of plan expense (2,083) (423) (1,973)
Net amortization and deferral 1,056 (481) 999
------ ------ -------
Net periodic pension cost $2,606 $2,530 $ 1,912
====== ====== =======
Assumed discount rate 7.5% 8.25% 8.25%
Rate of compensation increase
(where applicable) 5.0% 5.75% 5.0%
Expected long-term rate of return
on plan assets 9.0% 9.0% 9.0%
</TABLE>
F-22
<PAGE> 60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE K--POSTRETIREMENT BENEFITS--CONTINUED
<CAPTION>
UNITED KINGDOM PLANS Year Ended December 31,
- -------------------- -----------------------
1993 1992 1991
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Interest accrued on projected
benefit obligation $2,138 $2,854 $1,651
Service cost-benefits earned
during the year 1,403 1,794 1,241
Actual return on plan assets,
net of plan expense (2,460) 2,808 (5,133)
Net amortization and deferral (220) (6,111) 3,291
----- ------ ------
Net periodic pension cost $861 $1,345 $1,050
===== ====== ======
Assumed discount rate 8.0% 9.5% 9.5%
Rate of compensation increase
(where applicable) 5.0% 6.5% 7.0%
Expected long-term rate of return
on plan assets 8.0% 9.5% 9.5%
</TABLE>
F-23
<PAGE> 61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE K--POSTRETIREMENT BENEFITS--CONTINUED
The following schedule reconciles the funded status of the Company's
principal defined benefit plans with amounts reported in the consolidated
balance sheets at December 31, 1993 and 1992:
<CAPTION>
Year Ended December 31,
-----------------------
1993 1992
---- ----
United United United United
States Kingdom States Kingdom
Plans Plans Plans Plans
----- ----- ----- ------
(In thousands)
<S> <C> <C> <C> <C>
Projected benefit obligation, based on
employment service to date and current
salary levels:
Vested accumulated benefit obligation $24,340 $21,860 $17,825 $21,727
Nonvested accumulated benefit obligation 2,020 177 2,083 160
------- ------- ------- -------
Total accumulated benefit obligation 26,360 22,037 19,908 21,887
Additional amounts related to projected
salary increase 4,966 2,223 5,276 2,296
------- ------- ------- -------
Total projected benefit obligation 31,326 24,260 25,184 24,183
Fair value of plan assets at December 31 20,994 28,811 15,626 25,699
------- ------- ------- -------
Plan assets in excess of (less than)
projected benefit obligation (10,332) 4,551 (9,558) 1,516
Unrecognized net loss from past
experience different from that assumed 6,182 1,040 3,752 6,582
Unrecognized prior service cost 2,455 1,291 3,021 -
Unrecognized net transition obligation - (614) - (826)
Additional minimum liability (3,670) - (1,497) -
------- ------- ------- -------
Prepaid (accrued) pension cost recognized $(5,365) $ 6,268 $(4,282) $ 7,272
======= ======= ======= =======
</TABLE>
F-24
<PAGE> 62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE K--POSTRETIREMENT BENEFITS--CONTINUED
The Company maintains a defined contribution retirement plan for U.S. employees
which includes a profit sharing portion and a 401(k) portion. Contributions to
the profit sharing plan are based on a formula which takes into account age,
compensation, and success of the Company in meeting certain goals.
Contributions vest over a five-year period. Under the 401(k) portion, eligible
employees may contribute up to 17% of their compensation and the Company
matches an amount equal to 66-2/3% of the participants initial 3% before tax
contribution. Participants are at all times fully vested in their contributions
and those made by the Company.
NOTE L --OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
The Company and certain of its subsidiaries have health care and life insurance
plans which provide benefits to eligible retired employees. Effective January
1, 1991, the Company adopted Statement of Financial Accounting Standards No.
106 (SFAS 106) "Accounting for Postretirement Benefits Other Than Pensions".
The impact of the adoption was not material to the results of operations or
financial condition of the Company. The Company continues to fund these
benefits on a "pay as you go" basis, with the retirees paying a portion of the
costs.
<TABLE>
Summary information on the Company's plans is as follows:
<CAPTION>
Year Ended December 31,
-----------------------
1993 1992
---- ----
(In thousands)
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 5,783 $ 5,561
Fully eligible active plan participants 185 206
Other active plan participants 5,853 5,790
------- -----
11,821 11,557
Unrecognized net loss (3,404) ( 2,323)
------- -------
Accrued postretirement benefit $ 8,417 $ 9,234
======= ========
</TABLE>
F-25
<PAGE> 63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE L--OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS--continued
The components of net periodic postretirement benefit cost are as follows:
<CAPTION>
Year Ended December 31,
-----------------------
1993 1992
---- ----
(In thousands)
<S> <C> <C>
Service cost of benefits earned $ 186 $ 200
Interest cost on accumulated postretirement benefit
obligation 975 976
Amortization of unrecognized loss 204 140
------ ------
$1,365 $1,316
====== ======
</TABLE>
The assumed health care cost trend rate for measuring the postretirement
benefit obligation was 11% in 1993 and 12% in 1992, gradually reducing to 6% in
years 2001 and after. The weighted average discount rate utilized was 7.5% in
1993 and 8.25% in the 1992 valuation. If the assumed health care trend rate were
increased by 1%, the effect on the APBO and expense would be immaterial.
In November, 1992, Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (SFAS 112), was issued. The
Company will be required to adopt this new method of accounting for benefits
paid to former or inactive employees after employment but before retirement
(postemployment benefits) no later than 1994. SFAS 112 requires, among other
things, that the expected cost of these benefits be recognized when they are
earned or become payable (accrual method) when certain conditions are met rather
than the current method which recognizes these costs when they are paid (pay as
you go). The Company does not expect this standard to materially impact its
financial condition or results of operations.
NOTE M--LONG-TERM INCENTIVE COMPENSATION PLAN
The Company has a Long-Term Incentive Compensation Plan for officers and
key management employees of the Company and its subsidiaries. Awards under this
plan represent book value appreciation units and entitle the recipient, subject
to vesting and other restrictions, to receive cash equal to the difference
between the base period price for the units and the book value price as of the
quarter date coincident or immediately preceding the date of disbursement.
Awards vest and are payable ten years from date of grant or earlier under
certain conditions. As of December 31, 1993, awards have been granted to 109
employees and officers. The amount charged (credited) to expense was $(0.2),
$(1.0) and ($0.5) million in 1993, 1992 and 1991, respectively. The total amount
accrued at December 31, 1993 and 1992 for these awards is $0.3 and $0.5 million,
respectively, and is recorded as a long-term liability.
F-26
<PAGE> 64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE N-COMMITMENTS
Future minimum lease payments on office space, automobiles and office equipment
as of December 31, 1993 are as follows:
<CAPTION>
Operating
Leases
----------
(In thousands)
<S> <C>
1994 $2,388
1995 2,233
1996 2,108
1997 1,972
1998 1,736
Subsequent to 1998 7,110
Total Future Minimum Lease Payments -------
$17,547
=======
</TABLE>
Aggregate rental expense for operating leases included in the consolidated
statements of income was $4.2, $3.4 and $4.1 million in 1993, 1992 and 1991,
respectively.
NOTE O--CONTINGENCIES
The Company is subject to recourse or repurchase obligations under various
financing arrangements for certain independently-owned retail dealerships. Also,
certain dealer loans are guaranteed by the Company. Total amounts subject to
recourse, guarantee or repurchase obligation at December 31, 1993 were $72.4
million.
When the Company is the guarantor of the principal amount financed, a security
interest is usually maintained in assets of parties for whom the Company is
guaranteeing debt. Losses anticipated under the terms of the recourse or
repurchase obligations have been provided for and are not significant.
The Company had $127.5 million of forward foreign exchange contracts
outstanding at December 31, 1993, with maturities of twelve months or less.
These contracts are typically with major international financial institutions.
The Company's risk in these transactions is the cost of replacing, at current
market rates, these contracts in the event of default by the financial
institution. Management believes the risk of incurring such losses is remote and
any losses therefrom would be immaterial.
The Company is the defendant in various product liability and other legal
proceedings incidental to its business. The majority of this litigation involves
product liablility claims. The Company has recorded a reserve for potential
product liability losses at December 31, 1993 of $41.1 million, of which $8.0
million is estimated to be payable in 1994. While the resolution of litigation
cannot be predicted with certainty, management believes that the reserves are
adequate and no material adverse effect upon the financial position or results
of operations of the Company will result from such legal actions.
F-27
<PAGE> 65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE P--SEGMENT INFORMATION
The Company's business consists of the engineering, manufacturing and
marketing of materials handling machinery and equipment, under the Hyster and
Yale trade names. The Company's products are manufactured in plants at five
locations in the United States and six international plants located in Scotland,
Northern Ireland, The Netherlands, Brazil, Australia and Japan. Service parts
are distributed through parts depots located in the United States, Europe,
Australia and Brazil. Generally, product assembled abroad is comprised of parts
and components manufactured or purchased locally and from U.S. plants at
established transfer prices. The transfer price of production parts and
completed units is established by a procedure designed to equate to an
arm's-length price. However, for purposes of the following financial statement
disclosure, transfers between geographic areas are presented at standard cost.
<TABLE>
<CAPTION>
1993 North All Other
America Europe Int'l Elims Consolidated
------- ------ --------- ----- ------------
<S> <C> <C> <C> <C> <C>
Sales to unaffiliated customers $645,394 $220,437 $42,345 $ - $908,176
Transfers between
geographic areas 31,507 81,179 - (112,686) -
-------- -------- ------- --------- --------
Total net sales $676,901 $301,616 $42,345 $(112,686) $908,176
======== ======== ======= ========= ========
Operating profit $40,262 $(2,414) $1,713 $ - $39,561
======== ======== ======= =========
Other income (expense) (41,253)
--------
Loss before income taxes
and extraordinary charge $(1,692)
========
Identifiable assets $572,068 $274,847 $19,581 $(33,461) $833,035
======== ======== ======= ========== ========
</TABLE>
<TABLE>
<CAPTION>
1992 (Restated) North All Other
America Europe Int'l Elims Consolidated
------- ------ --------- ----- ------------
<S> <C> <C> <C> <C> <C>
Sales to unaffiliated customers $579,034 $251,508 $ 35,347 $ - $865,889
Transfers between
geographic areas 32,128 89,166 - (121,294) -
-------- -------- ------- --------- --------
Total net sales $611,162 $340,674 $35,347 $(121,294) $865,889
======== ======== ======= ========= ========
Operating profit $15,518 $28,651 $ 781 $ (654) $ 44,296
======== ======== ======= ========= ========
Other income (expense) (39,825)
-------
Income before income taxes $ 4,471
=======
Identifiable assets $546,674 $282,936 $18,311 $( 1,511) $846,410
======== ======== ======= ========= ========
</TABLE>
F-28
<PAGE> 66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE P--SEGMENT INFORMATION--continued
<CAPTION>
1991 (Restated) North All Other
America Europe Int'l Elims Consolidated
------- ------ --------- ----- ------------
<S> <C> <C> <C> <C> <C>
Sales to unaffiliated
customers $499,237 $264,148 $ 27,233 $ - $ 790,618
Transfers between
geographic areas 25,207 64,344 - (89,551) -
-------- -------- -------- --------- ---------
Total net sales $524,444 $328,492 $ 27,233 $(89,551) $ 790,618
======== ======== ======== ========= =========
Operating profit $ 2,200 $ 38,700 $ 500 $ 131 $ 41,531
======== ======== ======== =========
Other income (expense) (45,289)
---------
Loss before income taxes $( 3,758)
=========
Identifiable assets $516,365 $363,494 $ 16,483 $ (806) $ 895,536
======== ======== ======== ========= =========
</TABLE>
In addition to product sourced from plants abroad, export sales from the United
States plants to unaffiliated customers were $53.8, $44.9, and $38.3 million in
1993, 1992 and 1991, respectively. Total sales into markets outside the United
States were $311.5, $326.1 and $321.9 million in 1993, 1992 and 1991,
respectively.
<TABLE>
NOTE Q--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(In thousands)
<S> <C> <C> <C> <C>
1993
Net Sales $214,680 $228,684 $217,516 $247,296
Gross Profit 44,973 46,260 40,943 51,886
Operating Profit 9,551 7,958 6,032 16,020
Net Income (Loss) $ (771) $ (3,529) $ (7,320) $ 3,208
</TABLE>
F-29
<PAGE> 67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
<TABLE>
NOTE Q--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)--continued
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(In thousands)
<S> <C> <C> <C> <C>
1992 (Restated)
Net Sales $199,669 $217,707 $215,116 $233,397
Gross Profit 45,431 46,339 47,968 52,253
Operating Profit 9,787 10,916 11,099 12,494
Net Income (Loss) $ (842) $ (2,009) $ 1,448 $ 2,714
</TABLE>
F-30
<PAGE> 68
<TABLE>
SCHEDULE V
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E Col. F
- ------------------------------------------------------------------------------------------------------------------
Balance Balance
Beginning Purchased Other Changes End of
Classification of Year Additions Retirements Add (Deduct) Year
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1993
Land & Land Improvements $6,102 $75 $726 ($50) a $5,401
Buildings 52,307 998 3,221 (414) a 49,670
Machinery & Equipment 128,079 15,394 6,518 (1,104) a 135,851
----------- ---------- --------- ----------- ----------
$186,488 $16,467 $10,465 ($1,568) $190,922
=========== ========== ========= =========== ==========
1992 (RESTATED)
Land & Land Improvements $7,608 $0 $0 ($306) a
(1,200) b $6,102
Buildings 58,642 925 90 (1,918) a
(5,252) b 52,307
Machinery & Equipment 122,459 21,307 9,237 (6,450) a 128,079
----------- ---------- ---------- ----------- ---------
$188,709 $22,232 $9,327 ($15,126) $186,488
=========== ========== ========== =========== =========
1991 (RESTATED)
Land & Land Improvements $7,679 $0 $0 ($71) a $7,608
Buildings 57,970 1,036 (364) a 58,642
Machinery & Equipment 109,685 14,323 1,339 (210) a 122,459
----------- ---------- ---------- ----------- ---------
$175,334 $15,359 $1,339 ($645) $188,709
=========== ========== ========== =========== =========
<FN>
a-Foreign currency translation adjustment
b-Reclassification to assets held for sale
</TABLE>
F-31
<PAGE> 69
<TABLE>
SCHEDULE VI
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E Col. F
- ------------------------------------------------------------------------------------------------------------------
Balance Balance
Beginning Other Changes End of
Classification of Year Additions Retirements Add (Deduct) Year
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1993
Land & Land Improvements $0 $0 $0 $0 $0
Buildings 6,360 2,138 1,665 (92) a 6,741
Machinery & Equipment 52,001 16,691 5,743 (500) a 62,449
----------- ---------- ---------- ------------ ------------
$58,361 $18,829 $7,408 ($592) $69,190
=========== ========== ========== ============ ============
1992 (RESTATED)
Land & Land Improvements $0 $0 $0 $0 $0
Buildings 6,600 2,293 0 (340) a
(2,193) b 6,360
Machinery & Equipment 45,006 16,714 7,381 (2,338) a 52,001
----------- ---------- ---------- ------------ -------------
$51,606 $19,007 $7,381 ($4,871) $58,361
=========== ========== ========== ============ =============
1991 (Restated)
Land & Land Improvements $0 $0 $0 $0 $0
Buildings 4,261 2,375 (36) a 6,600
Machinery & Equipment 29,059 16,726 957 178 a 45,006
----------- ---------- ---------- ----------- -------------
$33,320 $19,101 $957 $142 $51,606
=========== ========== ========== =========== =============
<FN>
a-Foreign currency translation adjustment
b-Reclassification to assets held for sale
</TABLE>
F-32
<PAGE> 70
<TABLE>
SCHEDULE VIII
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Col. A. Col. B. Col. C. Col. D. Col. E.
- ---------------------------------------------------------------------------------------------------------------------------------
Additions
-----------------------------------
(1) (2)
Balance at Charged to Charged to Balance
Beginning Costs and Other Accts. Deductions at End
Description of Period Expenses Describe Describe of Period
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1993
Reserves deducted from asset
accounts:
Allowance for doubtful
accounts $4,292 $1,191 ($32) b $529 a $4,922
1992
Reserves deducted from asset
accounts:
Allowance for doubtful
accounts $4,550 $430 ($61) b $627 a $4,292
1991
Reserves deducted from asset
accounts:
Allowance for doubtful
accounts $4,130 $2,222 ($88) b $1,714 a $4,550
<FN>
a-Accounts receivable balances written off, net of recoveries
b-Foreign currency translation adjustment
</TABLE>
F-33
<PAGE> 71
SCHEDULE IX
<TABLE>
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
SHORT TERM BORROWINGS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E Col. F
- ---------------------------------------------------------------------------------------------------------------
Maximum Amt. Average Amt. Weighted Avg.
Balance at Weighted Outstanding Outstanding Interest Rate
Category of Aggregate End Average During the During the During the
Short-Term Borrowings of Period Interest Rate Period Period (A) Period (B)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1993
Lines of Credit $7,853 6.50% $12,965 $5,092 7.50%
1992
Lines of Credit $6,121 7.26% $9,121 $5,121 8.27%
1991
Lines of Credit $2,503 7.82% $13,885 $11,205 8.47%
<FN>
Note: A - The average amount outstanding during the period was computed by dividing the total daily principal balances during the
period by the number of days in the period.
Note: B - The weighted average interest rate during the period was computed by dividing the actual interest expense by the average
short-term debt outstanding.
</TABLE>
F-34
<PAGE> 72
SCHEDULE X
<TABLE>
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Col. A. Col. B.
- -------------------------------------------------------------------------------------------------------
<S> <C>
1993
Maintenance and repairs $11,424
Taxes (other than payroll and income taxes) 2,269
Depreciation and amortization of intangible assets 12,804
Advertising 3,252
1992
Maintenance and repairs 11,566
Taxes (other than payroll and income taxes) 3,115
Depreciation and amortization of intangible assets (Restated) 12,389
Advertising 4,175
1991
Maintenance and repairs 11,770
Taxes (other than payroll and income taxes) 3,325
Depreciation and amortization of intangible assets (Restated) 12,402
Advertising 4,008
</TABLE>
F-35
<PAGE> 73
EXHIBIT INDEX
(3) Articles of Incorporation and Bylaws.
(i) Certificate of Incorporation of the Company is incorporated
herein by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 filed May 17, 1989
(Registration Statement 33-28812).
(ii) Bylaws of the Company are incorporated herein by reference
to Exhibit 3.2 of the Company's Registration Statement on
Form S-1 filed May 17, 1989 (Registration Statement No.
33-28812).
(iii) Certificate of Amendment to Certificate of Incorporation of
the Company, dated May 24, 1989, is incorporated herein by
reference to Exhibit 3.3 to Amendment No. 1 filed June 9,
1989 to the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(iv) Certificate of Amendment to Certificate of Incorporation of
the Company, dated June 7, 1989, is incorporated herein by
reference to Exhibit 3.4 to Amendment No. 1 filed June 9,
1989 to the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(4) Instruments defining the rights of security holders, including
indentures.
(i) The Company by this filing agrees, upon request, to file
with the Securities and Exchange Commission the instruments
defining the rights of holders of long-term debt of the
Company and its subsidiaries where the total amount of
securities authorized thereunder does not exceed 10% of the
total assets of the Company and its subsidiaries on a
consolidated basis.
(ii) Indenture, dated as of August 3, 1989, between the Company
and United Trust Company of New York, Trustee, with respect
to the 12-3/8% Senior Subordinated Debentures due August 1,
1999 is incorporated herein by reference to Exhibit 4(ii) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, Commission File Number 33-28812.
(10) Material Contracts.
(i) Intentionally omitted.
(ii) Operating Agreement, dated as of July 31, 1979, by and
between Eaton Corporation and Sumitomo Heavy Industries Ltd.
is incorporated herein by reference to Exhibit 10.4 of the
Company's Registration Statement on Form S-1 filed May 17,
1989 (Registration Statement No. 33-28812).
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(iii) Memorandum Agreement, dated as of November 19, 1982, by and
between Eaton Corporation, Eaton International, Inc.,
Sumitomo Heavy Industries, Ltd. and Sumitomo Yale Company
Ltd. is incorporated herein by reference to Exhibit 10.5 of
the Company's Registration Statement on Form S-1 filed May
17, 1989 (Registration Statement No. 33-28812).
(iv) Litigation Agreement, dated as of December 31, 1983, between
Eaton Corporation and Yale, as amended, is incorporated
herein by reference to Exhibit 10.6 to Amendment No. 1 filed
June 9, 1989 to the Company's Registration Statement on Form
S-1 (Registration Statement No. 33-28812).
(v) Third Amended and Restated Operating Agreement, dated as of
November 21, 1985, as amended, between Hyster Company and
Hyster Credit Corporation is incorporated herein by
reference to Exhibit 10.7 to Amendment No. 1 filed June 9,
1989 to the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(vi) Master Sale Leaseback Agreement, dated as of December 19,
1985, between Hyster Credit Corporation and Hyster is
incorporated herein by reference to Exhibit 10.8 to
Amendment No. 1 filed June 9, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(vii) Existing Fleet Sale Leaseback Agreement, dated as of
December 19, 1985, between Hyster Credit Corporation and
Hyster is incorporated herein by reference to Exhibit 10.9
to Amendment No. 1 filed June 9, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(viii) Intentionally omitted.
(ix) Credit Agreement, dated May 26, 1989, among the Company,
Yale, Hyster, the Lenders party thereto and Citicorp North
America, Inc. (individually and as Agent) is incorporated
herein by reference to Exhibit 10.11 to Amendment No. 1
filed June 9, 1989 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 33-28812).
(x) Lease Agreement between Brunswick and Glynn County
Development Authority and Hyster, dated as of September 1,
1988 is incorporated herein by reference to Exhibit 10.12 to
Amendment No. 1 filed June 9, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
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(xi) Lease Agreement between the Industrial Development Board of
the Town of Sulligent and Hyster, dated as of June 1, 1970,
is incorporated herein by reference to Exhibit 10.13 to
Amendment No. 1 filed June 9, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xii) Lease Agreement between the City of Berea, Kentucky and
Hyster, dated as of July 15, 1974, is incorporated by
reference herein to Exhibit 10.14 to Amendment No. 1 filed
June 9, 1989 to the Company's Registration Statement on Form
S-1 (Registration Statement No. 33-28812).
* (xiii) Hyster-Yale Materials Handling, Inc. Long-Term Incentive
Compensation Plan, dated as of January 1, 1990, is
incorporated herein to Exhibit 10(lxxxix) of the NACCO
Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, Commission File Number 1-9172.
* (xiv) Hyster-Yale Materials Handling, Inc. Annual Incentive
Compensation Plan, dated as of January 1, 1990, is
incorporated herein to Exhibit 10(lxxxviii) of the NACCO
Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, Commission File Number 1-9172.
(xv) Termination and Release Agreement, dated as of May 26, 1989,
among Eaton Corporation, Eaton Credit Corporation and Eaton
Leasing Corporation and Yale is incorporated herein by
reference to Exhibit 10.16 to Amendment No. 1 filed June 9,
1989 to the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(xvi) Exhibits and Schedules to Credit Agreement, dated May 26,
1989, among the Company, Yale, Hyster, the Lenders party
thereto and Citicorp North America, Inc. is incorporated
herein by reference to Exhibit 10.17 to Amendment No. 3
filed July 18, 1989 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 33-28812).
(xvii) Security Agreement, dated as of May 26, 1989, by Hyster in
favor of Citicorp North America, Inc. (as agent for the
Lenders party to the Credit Agreement) is incorporated
herein by reference to Exhibit 10.18 to Amendment No. 3
filed July 18, 1989 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 33-28812).
(xviii) Security Agreement, dated as of May 26, 1989, by Yale in
favor of Citicorp North America, Inc. (as agent for the
Lenders party to the Credit Agreement) is incorporated
herein by reference to Exhibit 10.19 to Amendment No. 3
filed July 18, 1989 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 33-28812).
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<PAGE> 76
(xix) Security Agreement, dated as of May 26, 1989, by the Company
in favor of Citicorp North America, Inc. (as agent for the
Lenders party to the Credit Agreement) is incorporated
herein by reference to Exhibit 10.20 to Amendment No. 3
filed July 18, 1989 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 33-28812).
(xx) Trademark and License Security Agreement, dated as of May
26, 1989, by Hyster in favor of Citicorp North America, Inc.
(as agent for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.21 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxi) Trademark and License Security Agreement, dated as of May
26, 1989, by Yale in favor of Citicorp North America, Inc.
(as agent for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.22 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxii) Patent and License Security Agreement, dated as of May 26,
1989, by Hyster in favor of Citicorp North America, Inc. (as
agent for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.23 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxiii) Patent and License Security Agreement, dated as of May 26,
1989, by Yale in favor of Citicorp North America, Inc. (as
agent for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.24 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxiv) Aircraft Security Agreement, dated as of May 26, 1989, by
Hyster in favor of Citicorp North America, Inc. (as agent
for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.25 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxv) Hyster Pledge Agreement, dated as of May 26, 1989, by Hyster
in favor of Citicorp North America, Inc. (as agent for the
Lenders party to the Credit Agreement) is incorporated
herein by reference to Exhibit 10.26 to Amendment No. 3
filed July 18, 1989 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 33-28812).
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<PAGE> 77
(xxvi) Instrument of Pledge, dated as of May 26, 1989, by Hyster
and Hyster, B.V. in favor of Citicorp North America, Inc.
(as agent for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.27 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxvii) Deed of Charge, dated as of May 26, 1989, by Hyster Europe
Limited and Hyster in favor of Citicorp North America, Inc.
(as agent for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.28 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxviii) Brazilian Pledge Agreement, dated as of May 26, 1989, by
Hyster and Hyster Overseas Capital Corporation in favor of
Citicorp North America, Inc. (as agent for the Lenders party
to the Credit Agreement) is incorporated herein by reference
to Exhibit 10.29 to Amendment No. 3 filed July 18, 1989 to
the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(xxix) Australian Pledge Agreement, dated as of May 26, 1989, by
Hyster in favor of Citicorp North America, Inc. (as agent
for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.30 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxx) Pledge Agreement, dated as of May 26, 1989, by Yale in favor
of Citicorp North America, Inc. (as agent for the Lenders
party to the Credit Agreement) is incorporated herein by
reference to Exhibit 10.31 to Amendment No. 3 filed July 18,
1989 to the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(xxxi) Yale Pledge Agreement, dated as of May 26, 1989, by Yale in
favor of Citicorp North America, Inc. (as agent for the
Lenders party to the Credit Agreement) is incorporated
herein by reference to Exhibit 10.32 to Amendment No. 3
filed July 18, 1989 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 33-28812).
(xxxii) Deed of Charge, dated as of May 26, 1989, by Yale and Yale
Materials Handling Limited in favor of Citicorp North
America, Inc. (as agent for the Lenders party to the Credit
Agreement) is incorporated herein by reference to Exhibit
10.33 to Amendment No. 3 filed July 18, 1989 to the
Company's Registration Statement on Form S-1 (Registration
Statement No. 33-28812).
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<PAGE> 78
(xxxiii) Holding Pledge Agreement, dated as of May 26, 1989, by the
Company in favor of Citicorp North America, Inc. (as agent
for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.34 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxxiv) NACCO I Pledge Agreement, dated as of May 26, 1989, by
Acquisition I in favor of Citicorp North America, Inc. (as
agent for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.35 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxxv) Guaranty, dated as of May 26, 1989, by Hyster in favor of
Citicorp North America, Inc. (as agent for the Lenders party
to the Credit Agreement) is incorporated herein by reference
to Exhibit 10.36 to Amendment No. 3 filed July 18, 1989 to
the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(xxxvi) Guaranty, dated as of May 26, 1989, by Yale in favor of
Citicorp North America, Inc. (as agent for the Lenders party
to the Credit Agreement) is incorporated herein by reference
to Exhibit 10.37 to Amendment No. 3 filed July 18, 1989 to
the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(xxxvii) Guaranty, dated as of May 26, 1989, by the Company in favor
of Citicorp North America, Inc. (as agent for the Lenders
party to the Credit Agreement) is incorporated herein by
reference to Exhibit 10.38 to Amendment No. 3 filed July 18,
1989 to the Company's Registration Statement on Form S-1
(Registration Statement No. 33-28812).
(xxxviii) Guaranty and Security Agreement, dated as of May 26, 1989,
by Acquisition I in favor of Citicorp North America, Inc.
(as agent for the Lenders party to the Credit Agreement) is
incorporated herein by reference to Exhibit 10.39 to
Amendment No. 3 filed July 18, 1989 to the Company's
Registration Statement on Form S-1 (Registration Statement
No. 33-28812).
(xxxix) Agreement and Plan of Merger, dated as of April 7, 1989,
among NACCO Industries, Inc., Yale Materials Handling
Corporation, Acquisition I, ESCO Corporation, Hyster Company
and Newesco, is incorporated herein by reference to Exhibit
2.1 to the Company's Registration Statement on Form S-1
filed May 17, 1989 (Registration Statement Number 33-28812).
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<PAGE> 79
(xl) Agreement and Plan of Merger, dated as of April 7, 1989,
among NACCO Industries, Inc., Yale Materials Handling
Corporation, Acquisition I, ESCO Corporation, Hyster Company
and Newesco, is incorporated herein by reference to Exhibit
2.2 to the Company's Registration Statement on Form S-1
filed May 17, 1989 (Registration Statement Number 33-28812).
(xli) Amendment No. 1 to the Credit Agreement, dated as of August
21, 1989, among Citicorp North America, Inc., the Company,
Yale Materials Handling Corporation and Hyster Company is
incorporated herein by reference to Exhibit 10(xli) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, Commission File Number 33-28812.
(xlii) Amendment No. 2 to the Credit Agreement, dated as of
November 7, 1989, among Citicorp North America, Inc., the
Company, Yale Materials Handling Corporation and Hyster
Company is incorporated herein by reference to Exhibit
10(xlii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, Commission File Number
33-28812.
(xliii) Amendment No. 3 to the Credit Agreement, dated as of January
31, 1990, among Citicorp North America, Inc., the Company,
Yale Materials Handling Corporation and Hyster Company is
incorporated herein by reference to Exhibit 10(xliii) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, Commission File Number 33-28812.
(xliv) Amendment No. 4 to the Credit Agreement, dated as of June
27, 1990, among Citicorp North America, Inc., the Company,
Yale Materials Handling Corporation and Hyster Company is
incorporated herein by reference to Exhibit 10(xc) to
NACCO's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, Commission File Number 1-9172.
(xlv) Amendment No. 5 to the Credit Agreement, dated as of March
27, 1991, among Citicorp North America, Inc., the Company,
Yale Materials Handling Corporation and Hyster Company is
incorporated herein by reference to Exhibit 10(xlv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, Commission File Number 33-28812.
(xlvi) Amendment No. 6 to the Credit Agreement, dated as of October
22, 1991, among Citicorp North America, Inc., the Company,
Yale Materials Handling Corporation and Hyster Company is
incorporated herein by reference to Exhibit 10(xlvi) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, Commission File Number 33-28812.
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<PAGE> 80
* (xlvii) The Yale Materials Handling Corporation Unfunded Deferred
Compensation Plan, dated as of December 15, 1989, is
incorporated herein by reference to Exhibit 10(xliv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, Commission File Number 33-28812.
(xlviii) Amendment to the Third Amended and Restated Operating
Agreement, dated as of January 31, 1990, between Hyster and
PacifiCorp Credit, Inc. is incorporated herein by reference
to Exhibit 10(xlvi) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1990, Commission
File Number 33-28812.
(xlix) Amendment to the Third Amended and Restated Operating
Agreement, dated as of January 31, 1990, between Hyster and
AT&T Commercial Finance Corporation is incorporated herein
by reference to Exhibit 10(xlvii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1990, Commission File Number 33-28812.
(l) Amendment to the Third Amended and Restated Operating
Agreement, dated as of November 7, 1991, between Hyster and
AT&T Commercial Finance Corporation is incorporated herein
by reference to Exhibit 10(l) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991,
Commission File Number 33-28812.
(li) Intentionally omitted.
(lii) Intentionally omitted.
(liii) Intentionally omitted.
(liv) Intentionally omitted.
* (lv) Amendment No. 8 to The Yale Materials Handling Corporation
Employee Profit Sharing and Stock Ownership Plan is
incorporated herein by reference to Exhibit 10(lv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, Commission File Number 33-28812.
* (lvi) Amendment No. 9 to The Yale Materials Handling Corporation
Employee Profit Sharing and Stock Ownership Plan is
incorporated herein by reference to Exhibit 10(lvi) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, Commission File Number 33-28812.
(lvii) Intentionally omitted.
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<PAGE> 81
(lviii) Marketing Agreement, dated as of January 1, 1992, by and
between Yale Materials Handling Corporation and Jungheinrich
Aktiengellschaft (AG) is incorporated herein by reference to
Exhibit 10(lviii) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, Commission
File Number 33-28812.
* (lix) Termination and Cancellation Agreement, dated as of December
16, 1992, between Yale Materials Handling Corporation and
Reginald R. Eklund is incorporated herein by reference to
Exhibit 10(lix) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, Commission File
Number 33-28812.
* (lx) The Hyster-Yale Unfunded Benefit Plan dated as of February
10, 1993, is incorporated herein by reference to Exhibit
10(lx) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, Commission File Number
33-28812.
(lxi) Intentionally omitted.
* (lxii) The Hyster-Yale Profit Sharing Plan, amended and restated as
of November 11, 1992, is incorporated herein by reference to
Exhibit 10(lxii) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, Commission File
Number 33-28812.
* (lxiii) Instrument of Merger of Defined Contribution Plans,
effective as of November 1, 1992, is incorporated herein by
reference to Exhibit 10(lxiii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1992, Commission File Number 33-28812.
* (lxiv) Instrument of Merger, Amendment and Termination of the Yale
Materials Handling Corporation Profit Sharing Retirement
Plan, effective as of November 1, 1992, is incorporated
herein by reference to Exhibit 10(lxiv) to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, Commission File Number 33-28812.
* (lxv) The Hyster-Yale Cash Balance Plan, as amended and restated,
effective as of April 1, 1992, is incorporated herein by
reference to Exhibit 10(lxv) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992,
Commission File Number 33-28812.
* (lxvi) Master Trust Agreement dated as of October 1, 1992, is
incorporated herein by reference from Exhibit 10(cv) of
NACCO's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, Commission File Number 1-9172.
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<PAGE> 82
* (lxvii) Instrument of Amendment and Merger, effective as of November
1, 1992, of the July 1, 1986 Trust Agreement between Bergen
Bull and Roger Jensen and Hyster Company into the Master
Trust Agreement dated October 1, 1992 by and between State
Street Bank and Trust Company and NACCO, is incorporated
herein by reference to Exhibit 10(lxvii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, Commission File Number 33-28812.
* (lxviii) Tenth Amendment to the Yale Materials Handling Corporation
Employee Profit Sharing and Stock Ownership Plan, effective
April 1, 1992, is incorporated herein by reference to
Exhibit 10(lxviii) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1992, Commission
File Number 33-28812.
* (lxix) Eleventh Amendment to the Yale Materials Handling
Corporation Profit Sharing Retirement Plan, effective as of
April 1, 1992, is incorporated herein by reference to
Exhibit 10(lxix) to the Company's Annual Report on Form 10-K
for the fiscal ear ended December 31, 1992, Commission File
Number 33-28812.
* (lxx) Twelfth Amendment to the Yale Materials Handling Corporation
Profit Sharing Retirement Plan, effective as of November 1,
1992, is incorporated herein by reference to Exhibit 10(lxx)
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, Commission File Number
33-28812.
* (lxxi) The Yale Materials Handling Corporation Deferred Incentive
Compensation Plan, dated March 1, 1984, also known as the
Yale Materials Handling Corporation Short-Term Incentive
Deferral 1992, is incorporated herein by reference to
Exhibit 10(lxxi) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, Commission File
Number 33-28812.
* (lxxii) Release and Settlement Agreement between the Company and J.
Phillip Frazier, dated as of August 31, 1992, is
incorporated herein by reference to Exhibit 10(lxxii) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, Commission File Number 33-28812.
* (lxxiii) Separation Terms and Conditions Agreement between the
Company and Jerry R. Findley, dated July 15, 1992, is
incorporated herein by reference to Exhibit (lxxiii) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, Commission File Number 33-28812.
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<PAGE> 83
(lxxiv) Amendment Number 7 to the Credit Agreement, dated as of May
19, 1992, among Citicorp North America, Inc., the Company,
Yale Materials Handling Corporation and Hyster Company is
incorporated herein by reference to Exhibit 10(lxxiv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, Commission File Number 33-28812.
(lxxv) Amendment Number 8 to the Credit Agreement, dated as of
January 14, 1993, among Citicorp North America, Inc., the
Company, Yale Materials Handling Corporation and Hyster
Company is incorporated herein by reference to Exhibit
10(lxxv) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, Commission File Number
33-28812.
(lxxvi) Amended and Restated Credit Agreement, dated July 30, 1993,
among Hyster-Yale Materials Handling, Inc., Hyster Company,
Yale Materials Handling Corporation, the Lender's party
thereto and Citicorp North America, Inc. (individually and
as Agent) is incorporated herein by reference to Exhibit
10(lxxvi) to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, Commission File Number
33-28812.
(lxxvii) Termination of Lease and Bill of Sale dated October 1, 1993
between Brunswick and Glynn County Development Authority and
Hyster Company is attached hereto as Exhibit 10(lxxvii).
(lxxviii) Agreement and Plan of Merger dated as of December 20, 1993
between Hyster Company, an Oregon corporation, and Hyster
Company, a Delaware corporation, is attached hereto as
Exhibit 10(lxxviii).
(lxxix) Agreement and Plan of Merger dated as of December 20, 1993
between Yale Materials Handling Corporation, a Delaware
corporation, Hyster Company, a Delaware corporation, and
Hyster-Yale Materials Handling, Inc., a Delaware
corporation, is attached hereto as Exhibit 10(lxxix).
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<PAGE> 84
(lxxx) Reaffirmation Amendment and Acknowledgement Agreement dated
July 30, 1993 among Hyster-Yale Materials Handling, Inc.,
Yale Materials Handling Corporation, Hyster Company, NACCO
Industries, Inc. and Citicorp North America, Inc.,
individually and as Agent for the various Lenders, is
attached hereto as Exhibit 10(lxxx).
(lxxxi) Amendment No. 1 dated as of December 31, 1993 to the Amended
and Restated Credit Agreement dated as of July 30, 1993
among Hyster-Yale Materials Handling, Inc., Yale Materials
Handling Corporation, Hyster Company, the Lenders party
thereto, and Citicorp North America, Inc.,individually and
as Agent, is attached hereto as Exhibit 10(lxxxi).
(lxxxii) Reaffirmation, Amendment and Acknowledgement Agreement dated
as of December 31, 1993 among Hyster-Yale Materials
Handling, Inc., Yale Materials Handling Corporation, Hyster
Company and Citicorp North America, Inc., as Agent for the
Lenders, is attached hereto as Exhibit 10(lxxxii).
(lxxxiii) Reaffirmation, Amendment and Acknowledgement Agreement dated
as of January 1, 1994 among Hyster-Yale Materials Handling,
Inc., NACCO Materials Handling Group, Inc. and Citicorp
North America, Inc., as Agent for the Lenders, is attached
hereto as Exhibit 10(lxxxiii).
* (lxxxiv) Amendment No. 1 dated as of May 13, 1993 to the Hyster-Yale
Profit Sharing Plan is attached hereto as Exhibit
10(lxxxiv).
* (lxxxv) Amendment No. 2 dated effective January 1, 1994 to the
Hyster-Yale Profit Sharing Plan is attached hereto as
Exhibit 10(lxxxv).
* (lxxxvi) Amendment No. 1 dated as of May 27, 1993 to the Hyster-Yale
Cash Balance Plan is attached hereto as Exhibit 10(lxxxvi).
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<PAGE> 85
* (lxxxvii) Amendment No. 2 dated effective January 1, 1994 to the
Hyster-Yale Cash Balance Plan is attached hereto as Exhibit
10(lxxxvii).
* (lxxxviii) Amendment No. 1 effective as of May 12, 1993 to the
Hyster-Yale Long-Term Incentive Compensation Plan is
attached hereto as Exhibit 10(lxxxviii).
* (lxxxix) Amendment No. 1 effective January 1, 1994 to the Hyster-Yale
Unfunded Benefit Plan is attached hereto as Exhibit
10(lxxxix).
* (lxxxx) Amendment No. 1 effective as of December 31, 1993 to the
Hyster-Yale Annual Incentive Compensation Plan is attached
hereto as Exhibit 10(lxxxx).
* (lxxxxi) Thirteenth Amendment dated February 15, 1993 to the Yale
Materials Handling Corporation Profit Sharing Retirement
Plan is attached hereto as Exhibit 10(lxxxxi).
* (lxxxxii) Master Trust Agreement for Defined Benefit Plans between
NACCO Industries, Inc. and State Street Bank and Trust
Company dated January 1, 1994 is incorporated herein by
reference to Exhibit 10(cxxxviii) to NACCO Industries, Inc.
report on Form 10-K for the year ended December 31, 1993,
Commission File Number 1-9172.
* (lxxxxiii) Amendment No. 2 effective as of December 31, 1993 to the
Hyster-Yale Long-Term Incentive Compensation Plan is
attached hereto as Exhibit 10(lxxxxiii).
(21) Subsidiaries of the Registrant.
(i) The subsidiaries of the Company are attached hereto as
Exhibit 21(i).
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<PAGE> 86
(24) Powers of Attorney
(i) A manually signed copy of a power of attorney for Owsley
Brown II is attached hereto as Exhibit 24(i).
(ii) A manually signed copy of a power of attorney for John J.
Dwyer is attached hereto as Exhibit 24(ii).
(iii) A manually signed copy of a power of attorney for Robert M.
Gates is attached hereto as Exhibit 24(iii).
(iv) A manually signed copy of a power of attorney for E. Bradley
Jones is attached hereto as Exhibit 24(iv).
(v) A manually signed copy of a power of attorney for Dennis W.
LaBarre is attached hereto as Exhibit 24(v).
(vi) A manually signed copy of a power of attorney for Yoshinori
Ohno is attached hereto as Exhibit 24(vi).
(vii) A manually signed copy of a power of attorney for Alfred M.
Rankin, Jr. is attached hereto as Exhibit 24(vii).
(viii) A manually signed copy of a power of attorney for Claiborne
R. Rankin is attached hereto as Exhibit 24(vii).
(ix) A manually signed copy of a power of attorney for John C.
Sawhill is attached hereto as Exhibit 24(ix).
X-14
<PAGE> 87
(x) A manually signed copy of a power of attorney for Ward Smith
is attached hereto as Exhibit 24(x).
(xi) A manually signed copy of a power of attorney for Britton T.
Taplin, is attached hereto as Exhibit 24(xi).
(xii) A manually signed copy of a power of attorney for Frank E.
Taplin, Jr. is attached hereto as Exhibit 24(xii).
(xiii) A manually signed copy of a power of attorney for Richard B.
Tullis is attached hereto as Exhibit 24(xiii).
* Management Contract or Compensation Plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of this Annual Report on Form 10-K.
X-15
<PAGE> 1
Exhibit 10(lxxvii)
TERMINATION OF LEASE AND BILL OF SALE
THIS TERMINATION OF LEASE AND BILL OF SALE, dated as of October 1, 1993
(this "Agreement"), between Brunswick and Glynn County Development Authority
(the "Authority"), a public body corporate and politic created and existing
under the laws of the State of Georgia and Hyster Company (the "Company"), an
Oregon corporation qualified to do business in the State of Georgia;
W I T N E S S E T H :
WHEREAS, the Authority issued $2,000,000 in aggregate principal
amount of its Industrial Development Revenue Bonds (Hyster Company Project),
Series 1988 (the "Bonds"), pursuant to a Trust Indenture, dated as of September
1, 1988 (the "Indenture"), between the Authority and The Coastal Bank of
Georgia, as trustee (the "Trustee"); and
WHEREAS, the proceeds from the issuance of the Bonds were used to
acquire certain real property described on Exhibit A hereto and to acquire,
construct and equip a certain manufacturing facility (the "Project"); and
WHEREAS, the Project was leased by the Authority to the Company
pursuant to a Lease Agreement, dated as of September 1, 1988 (the "Lease"),
between the Authority and the Company; and
WHEREAS, the Authority has now provided for the payment in full of the
Bonds in accordance with Article IX of the Indenture, and proposes to terminate
the Lease in accordance with Section 12.6 of the Lease; and
WHEREAS, the Company has installed certain equipment described on
Exhibit B hereto (the "Equipment") at the Project; and
WHEREAS, the Company now proposes to convey the Equipment to the
Authority and terminate the Lease in accordance with Section 12.6 of the Lease;
and
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Lease is hereby terminated. All obligations required to be
performed by the Authority and the Company as of the date hereof have been
performed. The Authority and the Company shall have no further rights or
obligations under the Lease, except for the obligations of the Company which
survive the termination of the Lease.
<PAGE> 2
2. The Company hereby conveys to the Authority, free and clear of all
liens and encumbrances, the Equipment.
3. This Agreement shall inure to the benefit of and shall be binding
upon the Authority, the Company and their respective successors and assigns.
4. If any provision hereof shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provisions hereof.
5. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
6. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Georgia.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the Authority and the Company have caused this
Agreement to be executed in their respective corporate names and the respective
corporate seals to be affixed hereto and attested by their authorized officers,
all as of the date first above written.
BRUNSWICK AND GLYNN COUNTY
DEVELOPMENT AUTHORITY
(SEAL)
By:
-------------------------
Chairman
Attest:
By:
------------------------
Secretary
As to the Authority, signed
and sealed in the presence of:
Witness
Notary Public
My Commission Expires:
(NOTARIAL SEAL)
-3-
<PAGE> 4
HYSTER COMPANY
(SEAL)
By:
-----------------------------------
Title: VICE PRESIDENT
CORPORATE ADMINISTRATION
Attest: GENERAL COUNSEL & SECRETARY
By: /S/ Stephen M. Maim
-----------------------------
Secretary Stephen M. Maim
Assistant Secretary
As to the Company, signed
and sealed in the presence of:
/S/ K. Joyce Legler
- -----------------------------
Witness
/S/ Nancy C. Martin
- -----------------------------
Notary Public
My Commission Expires:
(SEAL)
-4-
<PAGE> 5
ACKNOWLEDGMENT OF TRUSTEE
Pursuant to Section 12.6 of the Lease, the Trustee hereby consents to
the termination of the Lease.
THE COASTAL BANK OF GEORGIA
(SEAL)
By:
----------------------
Title:
Attest:
By:
-----------------------
Title:
As to the Trustee, signed
and sealed in the presence of:
Witness
Notary Public
My Commission Expires:
- -----------------------
(NOTARIAL SEAL)
<PAGE> 6
EXHIBIT A
All of those certain lots, tracts or parcels of land, situate, lying and being
in the 26th G.M. District, in Glynn County, Georgia, being a portion of the
Brunswick McBride Industrial Park, and being a portion of the Brunswick
McBride Industrial Park, and being a portion of the old Glynco Naval Air
Station property, which tracts, containing 13.6257 acres of land and 18.0000
acres of land lie together, forming one body of land of irregular shape and
dimensions, which is described according to that certain plat entitled "A
Portion of the Brunswick-McBride Industrial Park" by George P. Underwood, Jr.,
Georgia Registered Surveyor No. 1927, dated June 28, 1988, a copy of which is
attached hereto and made a part hereof, as follows: Beginning at a concrete
monument located on the Northwesterly right-of-way line of Sydney Lanier Drive,
having the coordinates of X=724,416.03 and Y=455,740.34, according to the
Georgia East Zone Coordinate System, and from said concrete monument thence
running South 65 degrees 08 minutes 59 seconds West along said Northwesterly
right-of-way of line of Sydney Lanier Drive for a distance of 816.31 feet to an
iron pin; thence running North 24 degrees 51 minutes 01 seconds West along the
Northwesterly right-of-way line of an unnamed proposed road 100 feet in width
for a distance of 228.62 feet to an iron pin; thence continuing along said
right-of-way line of said proposed road along the arc of a curve, concave to
the East, having a radius of 209.17 feet and other curve data as shown on said
plat, for a distance of 186.56 feet to an iron pin; thence continuing along the
Easterly right-of-way line of said proposed road North 26 degrees 15 minutes 11
seconds East for a distance of 692.89 feet to an iron pin which marks the point
of intersection of said right-of-way line with the boundary line between the
aforesaid 13.6257-acre tract and the aforesaid 18.0000-acre tract; thence
continuing along said right-of-way line North 26 degrees 15 minutes 11 seconds
East for a distance of 510.39 feet to an iron pin; thence continuing along
having a radius of 2048.78 feet and other curve data as shown on said plat, for
a distance of 389.30 feet to an iron pin; thence continuing along said
right-of-way line North 37 degrees 08 minutes 24 seconds East for a distance of
142.87 feet to an iron pin; thence running along the Northeasterly end of said
18.0000-acre tract South 52 degrees 51 minutes 36 seconds East for a distance
of 770.00 feet to an iron pin located on the aforesaid Northwesterly
right-of-way line of Sydney Lanier Drive; thence running along said
right-of-way line South 26 degrees 15 minutes 11 seconds West for a distance of
892.21 feet to an iron pin located at the point of intersection of the dividing
line between said 13.6257-acre and said 18.0000-acre tracts with said
Northwesterly right-of-way line;
<PAGE> 7
thence continuing along said right-of-way line South 26 degrees 15 minutes 11
seconds West for a distance of 217.61 feet to an iron pin; thence running along
the acre of a curve, concave to the Northwest, having a radius of 233.00 feet
and other curve data as shown on said plat, for a distance of 158.18 feet to
the concrete monument which marks the point and place of beginning of the
tracts of land herein described.
Reference is hereby made to said plat and to the record thereof for further
purposes of description and identification and for all other purposes.
<PAGE> 8
EXHIBIT B
1. Two (2) 3 Ton Bridge Crane with 160' of Runway each;
2. One (1) 10 Ton Bridge Crane with 40' of Runway
3. One (1) A. T. and T. System 25 Phone System;
4. One (1) Open Face Dry Filter Paint Booth.
<PAGE> 1
Exhibit 10(lxxviii)
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Merger Agreement") is made and
entered into as of December 20, 1993 by HYSTER COMPANY, an Oregon corporation
("Hyster"), and HYSTER COMPANY, a Delaware corporation ("Hyster Delaware").
Recitals
A. Hyster is a corporation duly organized and existing under the laws
of the State of Oregon. Hyster Delaware is a corporation duly organized and
existing under the laws of the State of Delaware.
B. As of the date of this Merger Agreement, Hyster has authority to
issue 10 shares of common stock, no par value, of which 10 shares are issued
and outstanding. As of the date of this Merger Agreement, Hyster Delaware has
authority to issue 10 shares of common stock, no par value, of which 10 shares
are issued and outstanding.
C. Hyster holds all the issued and outstanding shares of Hyster
Delaware. Hyster Delaware was formed by Hyster for the sole purpose of
accomplishing this merger. As of the date of this Merger Agreement, Hyster
Delaware does not hold any significant assets and is not engaged in any
business operations. The purpose of this merger is to change Hyster's state of
incorporation from Oregon to Delaware. Hyster desires to change its state of
incorporation from Oregon to Delaware for the following reasons. First,
Hyster's parent company, Hyster-Yale Materials Handling, Inc. ("Hyster-Yale"),
is a Delaware corporation, and Hyster-Yale's parent company, NACCO Industries,
Inc., is also a Delaware corporation. All domestic corporations that are
affiliated with Hyster through common ownership are also Delaware corporations.
Hyster's Board believes that there will be significant administrative and legal
efficiencies if its state of incorporation is changed from Oregon to Delaware
to conform with the state of incorporation of Hyster's affiliated domestic
companies. Second, securities of Hyster may, in the future, be offered in a
transaction involving a public offering. It is also the belief of Hyster's
Board that Hyster's position from a business and legal standpoint in such
financing transactions will be improved by its reincorporation in Delaware.
D. Hyster and Hyster Delaware intend that this merger qualify as a
tax-free merger under Section 368(a) (l) (F) of the Internal Revenue Code of
1986, as amended.
<PAGE> 2
E. Based on the above, the Boards of Directors of Hyster and Hyster
Delaware have determined that it is advisable and to the advantage of Hyster
and Hyster Delaware that Hyster merge with and into Hyster Delaware upon the
terms and conditions herein provided pursuant to Section 252 of the General
Corporation Law of the State of Delaware and Chapter 60 of Oregon Revised
Statutes, and the Boards of Directors of Hyster and Hyster Delaware have
approved this Merger Agreement.
NOW, THEREFORE, the parties hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that Hyster shall
merge with and into Hyster Delaware on the following terms, conditions and
other provisions:
AGREEMENT
SECTION 1.1. THE MERGER. At the Effective Time (as defined in Section
1.2 hereof) and subject to and upon the terms and conditions of Delaware law
and Oregon law, Hyster will be merged with and into Hyster Delaware, the
separate corporate existence of Hyster shall cease, and Hyster Delaware shall
continue as the surviving corporation ("Surviving Corporation").
SECTION 1.2. EFFECTIVE TIME. The effective time of the merger shall
be 11:59 pm. (EST), December 31, 1993 ("Effective Time"). The parties hereto
shall cause the merger to be consummated by filing prior to the Effective Time
a Certificate of Merger with the Secretary of State of the State of Delaware
and Articles of Merger with the Secretary of State of the State of Oregon in
such form as required by, and executed in accordance with, the relevant
provisions of Delaware and Oregon law.
SECTION 1.3. EFFECT OF THE MERGER. At the Effective Time, the effect
of the merger shall be as provided in the applicable provisions of Delaware and
Oregon law. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time all of the property, rights, privileges, powers
and franchises of Hyster and Hyster Delaware shall vest in the Surviving
Corporation, and all debts, liabilities and duties of Hyster and Hyster
Delaware shall become the debts, liabilities and duties of the Surviving
Corporation.
SECTION 1.4. CERTIFICATION OF INCORPORATION AND BYLAWS.
A. The Certificate of Incorporation of Hyster Delaware in effect at
the Effective Time shall continue to be the Certificate of Incorporation of the
Surviving Corporation.
-2-
<PAGE> 3
B. The Bylaws of Hyster Delaware in effect at the Effective Time shall
continue to be the Bylaws of the Surviving Corporation.
SECTION 1.5. DIRECTOR AND OFFICERS. At the Effective Time, the
directors of Hyster Delaware shall be the Directors of the Surviving
Corporation, each to hold office in accordance with the Certificate of
Incorporation, as amended, and Bylaws of the Surviving Corporation until their
successors are elected and qualified or until their prior resignation, removal
or death. At the Effective Time, the officers of Hyster Delaware shall be the
officers of the Surviving Corporation, who in each case shall serve until their
successors are elected and qualified or until their prior resignation, removal,
or death.
SECTION 1.6. CANCELLATION OF HYSTER DELAWARE SHARES; CONVERSION OF
HYSTER SHARES. At the Effective Time, by virtue of the merger and without any
action on the part of Hyster or Hyster Delaware or the holders of any of the
following securities, the following shall occur:
A. Each share of common stock of Hyster Delaware that is issued and
outstanding immediately prior to the Effective Time shall be automatically
cancel led and returned to the status of authorized but unissued shares.
B. Each share of the common stock of Hyster that is issued and
outstanding immediately prior to the Effective Time shall be converted into and
exchanged for one (l) share of the validly issued, fully paid and nonassessable
shares of common stock of the Surviving Corporation. The holders of Hyster
stock certificates shall not be required to surrender the same in exchange for
certificates of common stock in Hyster Delaware, but as certificates nominally
representing shares of common stock of Hyster are surrendered for transfer,
Hyster Delaware will cause to be issued certificates representing shares of
common stock of Hater Delaware, and, at any time upon surrender by any holder
of a certificate nominally representing shares of common stock of Hyster,
Hyster Delaware will cause to be issued there for a certificate for a like
number of shares of common stock of Hyster Delaware.
C. No fractional shares of the Surviving Corporation shall be issued
upon conversion of the shares of common stock of Hyster, and any shares of
Hyster that do not qualify for conversion, because conversion as provided above
would result in issuance of fractional shares of the Surviving Corporation,
shall be cancelled as of the Effective Time.
-3-
<PAGE> 4
SECTION 1.7. SERVICE OF PROCESS. The Surviving Corporation may be
served with process in the State of Oregon in any proceeding for enforcement of
any obligation of Hyster as well as for enforcement of any obligations of the
Surviving Corporation arising from the merger, including any suit or other
proceeding to enforce the right of any stockholder as determined in appraisal
proceedings pursuant to the provisions of Section 60.551 through Section 60.594
of the Oregon Business Corporation Act, and the Surviving Corporation hereby
irrevocably appoints the Oregon Secretary of State as its agent to accept
service of process in any such suit or proceeding. The address to which a copy
of such process shall be mailed by the Oregon Secretary of State until the
Surviving Corporation shall have hereafter designated in writing to said
Secretary of State a different address for such purpose is:
Hyster Company
Attention: Bergen I. Bull
2701 N.W. Vaughn, Suite 900
Portland, Oregon 97210
SECTION 1.8. AMENDMENT AND TERMINATION. Anything herein or elsewhere
to the contrary notwithstanding, this Merger Agreement may be terminated and
abandoned by the Boards of Directors of any constituent corporation at any time
prior to the date of filing the Certificate of Merger or Articles of Merger with
the Secretaries of State of Delaware or Oregon. This Merger Agreement may be
amended by the Boards of Directors of the constituent corporations at any time
prior to the date of filing the Certificate of Merger or Articles of Merger with
the Secretaries of State of Delaware or Oregon, provided that an amendment made
subsequent to the adoption of this Merger Agreement by the stockholders of any
constituent corporation shall not (l) alter or change the amount or kind of
shares, securities, cash, property and/or rights to be received in exchange for
or on conversion of all or any of the shares of any class or series thereof of
such constituent corporation, (2) alter or change any term of the Certificate of
Incorporation of the Surviving Corporation to be effected by the merger, or (3)
alter or change any of the terms and conditions of this Merger Agreement if such
alteration or change would adversely affect the holders of any class or series
thereof of such constituent corporation.
SECTION 1.9. FURTHER ASSURANCES. From time to time, as and when
required by Hyster Delaware or by its successors and assigns, there shall be
executed and delivered on behalf of Hyster such deeds, conveyances, agreements,
acknowledgments and other instruments, and there shall be taken or caused to be
taken
-4-
<PAGE> 5
by Hyster such further and other actions as are necessary or desirable to vest,
confirm, perfect, or acknowledge, of record or otherwise, in and to Hyster
Delaware title to and possession of all property, interests, assets, rights,
privileges, powers, franchises and authority of Hyster, and otherwise to carry
out the purposes of this Merger Agreement, and the officers and directors of
Hyster Delaware are fully authorized, in the name and on behalf of Hyster or
otherwise, to take any and all such action and to execute and deliver any and
all such deeds, conveyances, agreements, acknowledgments and other instruments.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by the Boards of Directors of Hyster and Hyster Delaware, is hereby
executed on behalf of each of said corporations and attested by a duly
authorized officer of Hyster and Hyster Delaware.
HYSTER COMPANY,
an Oregon corporation
By /s/ Reginald R. Eklund
------------------------------
Reginald R. Eklund
ATTEST: Vice President
/s/ Bergen I. Bull
- ------------------------------
Bergen I. Bull, Secretary
HYSTER COMPANY,
a Delaware corporation
By /s/ Reginald R. Eklund
------------------------------
Reginald R. Eklund
ATTEST: Vice President
/s/ Bergen I. Bull
- ------------------------------
Bergen I. Bull, Secretary
-5-
<PAGE> 1
Exhibit 10(lxxix)
AGREEMENT OF MERGER
This AGREEMENT AND PLAN OF MERGER ("Merger Agreement") is made and
entered into as of December 20, 1993, by and among YALE MATERIALS HANDLING
CORPORATION, a Delaware corporation ("Yale"), HYSTER COMPANY, a Delaware
corporation ("Hyster Delaware"), and HYSTER-YALE MATERIALS HANDLING, INC., a
Delaware corporation ("H-Y")
RECITALS
A. Yale is a corporation duly organized and existing under the laws of
the State of Delaware. Hyster Delaware is a corporation duly organized and
existing under the laws of the State of Delaware. H-Y is a corporation duly
organized and existing under the laws of the State of Delaware.
B. As of the date of this Merger Agreement, Yale has authority to issue
1,000 shares of common stock, $1.00 par value, of which 1,000 shares are issued
and outstanding. As of the date of this Merger Agreement, Hyster Delaware has
authority to issue 10 shares of common stock, no par value, of which 10 shares
are issued and outstanding.
C. Since 1984, H-Y or the parent company of H-Y has held all the issued
and outstanding shares of Yale. In 1989, H-Y acquired all of the issued and
outstanding shares of the current parent company of Hyster Delaware, which
current parent company is Hyster Company, an Oregon corporation ("Hyster")
(Hyster Delaware and Hyster referred to collectively as "Hyster"). Hyster and
Yale are in the same industry and both design, manufacture, and sell materials
handling equipment. Since 1989. H-Y has integrated the operational and
administrative functions of Hyster and Yale to achieve cost savings and
operational and administrative efficiencies. H-Y has determined that additional
business operational and administrative efficiencies will be achieved by the
merger of Yale and Hyster into one legal entity. The efficiencies that will be
achieved by that merger include, without limitation, elimination of duplicative
state tax and corporate filings; elimination of duplicative payrolls;
simplification of purchasing; elimination of duplicative inventories and
inventory systems and savings in accounting and other administrative costs.
D. Based on the above, the Boards of Directors of Yale and Hyster
Delaware have determined it is advisable and to the advantage of Hyster
Delaware, Yale, H-Y, and H-Y's shareholders that Yale merge with and into Hyster
Delaware upon the terms and conditions herein provided pursuant to Section 251
of the General
<PAGE> 2
Corporation Law of the State of Delaware, and the Boards of
Directors of Yale and Hyster Delaware have approved this Merger
Agreement.
NOW, THEREFORE, the parties do hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that Yale shall merge
with and into Hyster Delaware on the following terms, conditions, and other
provisions:
AGREEMENT
SECTION 1.1. THE MERGER. At the Effective Time (as defined in Section
1.2 hereof) and subject to and upon the terms and conditions of Delaware law,
Yale will be merged with and into Hyster Delaware, the separate corporate
existence of Yale shall cease, and Hyster Delaware shall continue as the
surviving corporation ("Surviving Corporation").
SECTION 1.2. EFFECTIVE TIME. The effective time of the merger shall be
12:01 a.m. (EST), January l, 1994 ("Effective Time"). The parties hereto shall
cause the merger to be consummated by filing prior to January 1, 1994, a
Certificate of Merger with the Secretary of State of the State of Delaware in
such form as required by, and executed in accordance with, the relevant
provisions of Delaware law.
SECTION 1.3. EFFECT OF THE MERGER. At the Effective Time, the effect
of the merger shall be as provided in the applicable provisions of Delaware law.
Without limiting the generality of the foregoing, and subject thereto, at the
Effective Time all of the property, rights, privileges, powers and franchises of
Yale and Hyster Delaware shall vest in the Surviving Corporation. and all debts,
liabilities and duties of Yale and Hyster Delaware shall become the debts,
liabilities and duties of the Surviving Corporation.
SECTI0N 1.4. CERTIFICATE OF INCORPORATION.
A. As of the Effective Time, the following provisions of Hyster
Delaware's Certificate of Incorporation are amended as follows:
1. ARTICLE I. Article I is amended to read in its entirety as follows:
"The name of the corporation is NACCO Materials Handling Group, Inc."
-2-
<PAGE> 3
2. ARTICLE V. Article V is amended to read in its entirety as
follows:
"The total number of shares of all classes of stock that the
corporation shall have authority to issue is twenty (20) shares of
common stock. All of such shares shall be without par value."
The Certificate of Incorporation of Hyster Delaware, as so amended, shall
continue to be the Certificate of Incorporation of the Surviving Corporation.
B. The Bylaws of Hyster Delaware in effect at the Effective Time
shall continue to be the Bylaws of the Surviving Corporation.
SECTION 1.5. DIRECTORS AND OFFICERS. At the Effective Time, the
directors of Hyster Delaware shall be the Directors of the Surviving
Corporation, each to hold office in accordance with the Certificate of
Incorporation, as amended, and Bylaws of the Surviving Corporation until their
successors are elected and qualified or until their prior resignation, removal
or death. At the Effective Time, the officers of Hyster Delaware shall be the
officers of the Surviving Corporation, who in each case shall serve until their
successors are elected and qualified or until their prior resignation, removal,
or death.
SECTION 1.6. NO EFFECT ON HYSTER DELAWARE SHARES; CONVERSION OF YALE
SHARES. At the Effective Time, by virtue of the merger and without any action
on the part of Hyster Delaware or Yale or the holders of any of the following
securities, the following shall occur:
A. Each share of common stock of Hyster Delaware that is issued and
outstanding immediately prior to the Effective Time shall remain issued and
outstanding.
B. Each share of the common stock of Yale that is issued and
outstanding immediately prior to the Effective Time shall be converted into and
exchanged for one-hundredth (1/100th) of one of the validly issued, fully paid
and nonassessable shares of common stock of the Surviving Corporation. The
holders of Yale stock certificates shall not be required to surrender the same
in exchange for certificates of common stock in Hyster Delaware, but as
certificates nominally representing shares of common stock of Yale are
surrendered for transfer, Hyster Delaware will cause to be issued certificates
representing shares of common stock of Hyster Delaware, and, at any time upon
surrender by any holder of a certificate nominally representing
-3-
<PAGE> 4
shares of common stock of Yale, Hyster Delaware will cause to be issued there
for a certificate for a like number of shares of common stock of Hyster
Delaware.
C. No fractional shares of the Surviving Corporation shall be issued
upon conversion of the shares of common stock of Yale, and any shares of Yale
that do not qualify for conversion, because conversion as provided above would
result in issuance of fractional shares of the Surviving Corporation, shall be
cancelled as of the Effective Time.
SECTION 1.7. AMENDMENT AND TERMINATION. Anything herein or
elsewhere to the contrary notwithstanding, this Merger Agreement may be
terminated and abandoned by the Boards of Directors of any constituent
corporation at any time prior to the date of filing the Certificate of Merger
with the Secretary of State of Delaware. This Merger Agreement may be amended
by the Boards of Directors of the constituent corporations at any time prior to
the date of filing the Certificate of Merger with the Secretary of State of
Delaware, provided that an amendment made subsequent to the adoption of this
Merger Agreement by the stockholders of any constituent corporation shall not
(l) alter or change the amount or kind of shares, securities, cash, property
and/or rights to be received in exchange for or on conversion of all or any of
the shares of any class or series thereof of such constituent corporation, (2)
alter or change any term of the Certificate of Incorporation of the Surviving
Corporation to be effected by the merger, or (3) alter or change any of the
terms and conditions of this Merger Agreement if such alteration or change
would adversely affect the holders of any class or series thereof of such
constituent corporation.
SECTION 1.8. FURTHER ASSURANCES. From time to time, as and when
required by Hyster Delaware or by its successors and assigns, there shall be
executed and delivered on behalf of Yale such deeds, conveyances, agreements,
acknowledgments and other instruments, and there shall be taken or caused to be
taken by Yale such further and other actions as are necessary or desirable to
vest, confirm, perfect, or acknowledge, of record or otherwise, in and to
Hyster Delaware title to and possession of all property, interests, assets,
rights, privileges, powers, franchises and authority of Yale, and otherwise to
carry out the purposes of this Merger Agreement, and the officers and directors
of Hyster Delaware are fully authorized, in the name and on
-4-
<PAGE> 5
behalf of Yale or otherwise, to take any and all such action and to execute and
deliver any and all such deeds, conveyances, agreements, acknowledgments and
other instruments.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by the Boards of Directors of Yale and Hyster Delaware, is hereby
executed on behalf of each of said corporations and H-Y and attested by a duly
authorized officer of Yale, Hyster Delaware and H-Y.
HYSTER COMPANY,
a Delaware corporation
By /s/ Reginald R. Eklund
------------------------------
Reginald R. Eklund
Vice President
ATTEST:
/s/ Bergen I. Bull
- ------------------------------
Bergen I. Bull, Secretary
YALE MATERIALS HANDLING
CORPORATION, a Delaware
corporation
By /s/ Reginald R. Eklund
------------------------------
Reginald R. Eklund
Vice President
ATTEST:
/s/ Bergan I. Bull
- ------------------------------
Bergen I. Bull
Assistant Secretary
HYSTER-YALE MATERIALS
HANDLING, INC
a Delaware corporation
By /s/ Reginald R. Eklund
------------------------------
Reginald R. Eklund, President
ATTEST:
/s/ Bergan I. Bull
- ------------------------------
Bergen I. Bull, Secretary
-5-
<PAGE> 1
Exhibit 10(lxxx)
REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT
THIS REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT ("Reaffirmation")
is dated as of this 30th day of July 1993, by and among Hyster-Yale Materials
Handling, Inc. (formerly called Materials Handling Holding Company), a Delaware
corporation ("Holdings"), Yale Materials Handling Corporation, a Delaware
corporation ("Yale"), and Hyster Company, an Oregon corporation, (formerly
Hyster Company, a Nevada corporation) ("Hyster") (Holdings, Yale and Hyster are
referred to from time to time hereinafter individually as a "Borrower" and
collectively as the "Borrowers"), NACCO Industries, Inc., a Delaware
corporation ("NACCO") and Citicorp North America, Inc., a Delaware corporation,
individually and as agent (in such capacity, the "Agent") for the Lenders.
(The Borrowers and NACCO are hereinafter from time to time collectively
referred to as the "Security Parties"). Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the "Credit
Agreement" (defined below).
WITNESSETH:
WHEREAS, the Borrowers have requested and the Agent and the Lenders
have agreed to amend that certain Credit Agreement dated as of May 26, 1989
among the Borrowers, the Lenders, the Issuing Banks and the Agent (as the same
has been amended, supplemented or modified prior to the date hereof, the
"Original Credit Agreement");
WHEREAS, in connection with the Original Credit Agreement, each of
the Security Parties executed one or more of the "Security Documents" (as
hereinafter defined);
WHEREAS, the Borrowers, the Lenders, the Issuing Banks and the Agent
have agreed to enter into that certain Amended and Restated Credit Agreement
(as such Amended and Restated Credit Agreement may be amended, modified or
otherwise supplemented from time to time, the "Credit Agreement") of even date
herewith pursuant to which the Original Credit Agreement will be further
amended in certain respects and restated in its entirety; and
WHEREAS, as a condition to their execution and delivery of the Credit
Agreement, the Lenders and the Agent have required, among other things, that
the Security Parties enter into this Reaffirmation.
NOW THEREFORE, in consideration of the foregoing, the terms and
conditions contained herein, and of any loans or extensions of credit
heretofore, now or hereafter made to or for the benefit of the Borrowers by the
Lenders and the Issuing Banks, the parties hereto hereby agree as follows:
<PAGE> 2
1. DEFINITIONS. Terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement. When
used herein, the following terms shall have the following meanings:
"AIRCRAFT SECURITY AGREEMENT" shall mean that certain Aircraft
Security Agreement dated as of the Closing Date, executed by Hyster in favor of
the Agent with respect to Hyster's aircraft, as amended, modified, restated or
supplemented from time to time.
"AUSTRALIAN PLEDGE AGREEMENT" shall mean that certain Pledge
Agreement dated as of the Closing Date, executed by Hyster, evidencing the
pledge of stock of Hyster Australia Pty. Limited, as amended, modified,
restated or supplemented from time to time.
"BRAZILIAN PLEDGE AGREEMENT" shall mean that certain Brazilian Pledge
Agreement dated as of the Closing Date, executed by Hyster, evidencing the
pledge of stock of Companhia Hyster, now known as Hyster Brasil Ltda., as the
same has been or may be amended, modified, restated, supplemented or replaced
from time to time.
"HOLDINGS ASSIGNMENT OF RIGHTS" shall mean that certain Assignment of
Rights to Payment dated as of the Closing Date, executed by Holdings in favor
of the Agent, evidencing the assignment to the Agent, as security for the
Obligations, of all of Holdings' rights to receive payment under (i) that
certain Agreement and Plan of Merger dated as of April 7, 1989 executed among
NACCO, Yale, Nacq I, Esco, Newesco and Hyster and (ii) that certain Agreement
and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale,
Hyster, Newesco and NACQ II.
"HOLDINGS GUARANTY" shall mean that certain Guaranty dated the
Closing Date, executed by Holdings in favor of the Lenders, evidencing the
continuing, unconditional guaranty of payment of the Subsidiary Obligations, as
the same may be amended, supplemented or otherwise modified from time to time.
"HOLDINGS PLEDGE AGREEMENTS" shall mean (i) that certain Holdings
Pledge Agreement dated as of the Closing Date, executed by Holdings in favor of
the Agent, for the benefit of the Lenders and the Issuing Banks, relating to
the capital stock of Yale and NACCO I Acquisition Corp. and (ii) that certain
NACCO I Pledge Agreement dated as of the Closing Date in favor of the Agent for
the benefit of the Lenders and the Issuing Banks, relating to the capital stock
of Hyster, each as amended, modified, restated or supplemented from time to
time.
"HYSTER ASSIGNMENT" shall mean that certain Assignment of Rights to
Payment dated as of the Closing Date, executed by NACCO I Acquisition Corp.,
evidencing the assignment to the Agent
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<PAGE> 3
of all of New Nacq I's rights to receive payment under the Asset Transfer and
Liability Assumption Agreement dated as of May 19, 1989 between Esco and
Newesco, as security for the Subsidiary Obligations to the Lenders under the
Credit Agreement.
"HYSTER DEED OF CHARGE" shall mean that certain Deed of Charge dated
the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster
Europe Limited, as amended, modified, restated or supplemented from time to
time.
"HYSTER INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated
the Closing Date, executed by Hyster in favor of the Lenders, evidencing
Hyster's continuing, unconditional guaranty of payment of the Obligations owing
by Yale, as the same may be amended, supplemented or otherwise modified from
time to time.
"HYSTER MORTGAGES" shall mean those certain mortgages and deeds of
trust executed by Hyster in favor of the Agent, evidencing the mortgage of
Hyster's interest in real property in California, Illinois, Kentucky and
Oregon, as the same have been or may be amended, modified or supplemented from
time to time.
"JAPANESE PLEDGE AGREEMENT" shall mean that certain Pledge Agreement
dated as of the Closing Date, executed by Yale, evidencing the pledge of stock
of Sumitomo Yale Company, Ltd, as amended, modified, restated or supplemented
from time to time.
"LOUISIANA DOCUMENTS" shall mean that certain Collateral Mortgage and
Collateral Chattel Mortgage, Collateral Mortgage and Collateral Chattel
Mortgage Note, Notice of Assignment, resolutions of the Board of Directors of
Hyster, Pledge and Assignment Agreement and Collateral Assignment of Leases and
Rents executed by Hyster, evidencing Hyster's pledge of its real and personal
property in the state of Louisiana as security for Hyster's Obligations under
the Credit Agreement and the Hyster Guaranty, as amended, modified, restated or
supplemented from time to time.
"NACCO PLEDGE AGREEMENT" shall mean that certain NACI Pledge
Agreement dated as of the Closing Date, executed by North American Consultants,
Inc., a Texas corporation, in favor of the Agent, evidencing the pledge of
stock of Holdings as security for the Obligations, as assumed by NACCO pursuant
to that certain Assumption Agreement dated as of December 20, 1991 between
NACCO and the Agent, as amended, modified, restated or supplemented from time
to time.
"NETHERLANDS PLEDGE AGREEMENT" shall mean that certain Instrument of
Pledge dated as of the Closing Date, executed by Hyster and Hyster, B.V.,
evidencing the pledge of stock of Hyster, B.V., as amended, modified, restated
or supplemented from time to time.
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<PAGE> 4
"PLEDGE AGREEMENTS" shall mean, collectively, all of the Pledge
Agreements dated as of the Closing Date between Hyster or Yale and the Agent
relating to (i) the capital stock of each domestic Subsidiary of such Borrower
and (ii) any other Securities owned by such Borrower, as such Pledge Agreements
may be amended, supplemented or otherwise modified from time to time.
"SECURITY AGREEMENTS" shall mean the Security Agreements dated as of
the Closing Date, executed and delivered by Holdings, Yale and Hyster,
substantially in the forms of EXHIBITS 1.1-A, 1.1-B and 1.1-C to the Credit
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.
"SECURITY DOCUMENTS" shall mean the Aircraft Security Agreement, the
Holdings Assignment of Rights, the Holdings Guaranty, the Holdings Pledge
Agreements, the Hyster Assignment, the Hyster Intercompany Guaranty, the Hyster
Mortgages, the Louisiana Documents, the NACCO Pledge Agreement, the Australian
Pledge Agreement, the Brazilian Pledge Agreement, the Hyster Deed of Charge,
the Japanese Pledge Agreement, the Netherlands Pledge Agreement, the Yale Deed
of Charge, the Pledge Agreements, the Security Agreements, the Trademark and
Patent Security Agreements, the Yale Assignment, the Yale Intercompany Guaranty
and the Yale Mortgages, and any other agreements, instruments or other
documents executed in connection therewith.
"TRADEMARK AND PATENT SECURITY AGREEMENTS" shall mean collectively
(i) that certain Trademark Security Agreement dated as of the Closing Date,
executed by Hyster in favor of the Agent, evidencing Hyster's agreement with
respect to the use and disposition of Hyster's trademarks and related licenses;
(ii) that certain Patent Security Agreement dated as of the Closing Date,
executed by Hyster in favor of the Agent, evidencing Hyster's agreement with
respect to the use and disposition of Hyster's patents and related licenses;
(iii) that certain Trademark Security Agreement dated as of the Closing Date,
executed by Yale in favor of the Agent, evidencing Yale's agreement with
respect to the use and disposition of Yale's trademarks and related licenses;
and (iv) that certain Patent Security Agreement dated as of the Closing Date,
executed by Yale in favor of the Agent, evidencing Yale's agreement with
respect to the use and disposition of Yale's patents and related licenses, in
each case, as the same may be amended, supplemented or otherwise modified from
time to time.
"YALE ASSIGNMENT" shall mean that certain Assignment of Beneficial
Interest dated as of the Closing Date executed by Yale evidencing the
collateral assignment of its interest in that certain Illinois business trust
known as Yale Financial Services Trust.
"YALE DEED OF CHARGE" shall mean that certain Deed of Charge dated
the Closing Date, executed by Yale, evidencing the
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<PAGE> 5
pledge of stock of Yale Materials Handling Limited, as amended, modified,
restated or supplemented from time to time.
"YALE INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated
the Closing Date, executed by Yale in favor of the Lenders, evidencing Yale's
continuing, unconditional guaranty of payment of the Obligations owing by
Hyster, as the same may be amended, supplemented or otherwise modified from
time to time.
"YALE MORTGAGES" shall mean those certain mortgages and deeds of
trust executed by Yale in favor of the Agent, evidencing the mortgage of Yale's
interest in real property in New Jersey and North Carolina, as the same have
been or may be amended, modified or supplemented from time to time.
2. AMENDMENTS.
2.1. Each and every reference to the "Credit Agreement" as set forth
in the Security Documents, including, without limitation, the Security
Agreements, the Hyster Mortgages and the Yale Mortgages, shall mean and refer
to the Credit Agreement, as the same has been or may be hereafter amended,
restated, modified or supplemented from time to time.
3. REAFFIRMATIONS.
3.1. Each Borrower hereby reaffirms its grant of a security interest
in the "Collateral" (as defined in the Security Agreements) as security, in the
case of Holdings, for the Obligations, and in the case of Hyster and Yale, for
the Subsidiary Obligations.
3.2. Holdings hereby reaffirms (i) its grant to the Agent of a
security interest in the "Pledged Collateral" (as defined in the Holdings
Pledge Agreement) as security for the "Liabilities", (as defined in the
Holdings Pledge Agreement), (ii) its grant to the Agent of a security interest
in the "Pledged Collateral" (as defined in the NACCO I Pledge Agreement) as
security for the "Liabilities" (as defined in the NACCO I Pledge Agreement) and
(iii) its assignment to the Agent of any and all payments due from
"Ameritrust," as trustee under the "Escrow" (as such terms are defined in the
Holdings Assignment of Rights), for claims arising under or pursuant to the
Hyster Merger Agreement or the Esco Merger Agreement.
3.3. Hyster hereby reaffirms (i) its grant to the Agent of a
security interest in the "Collateral" (as defined in the Aircraft Security
Agreement) as security for the "Liabilities" (as defined in the Aircraft
Security Agreement), (ii) its grant to the Agent of a security interest in the
"Security" (as defined in the Hyster Assignment) as security for the
"Liabilities" (as defined in the Hyster Assignment), (iii) its grant to the
Agent of a security interest in the "Trust Estate" and "Mortgaged Property" (as
such terms are defined in
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<PAGE> 6
the Hyster Mortgages) as security for the "Liabilities" (as defined in the
Hyster Mortgages), (iv) its grant to the Agent of a security interest in the
"mortgaged property" and the "Accounts Receivable" (as such terms are defined
in the Louisiana Documents) as security for the Subsidiary Obligations, (v) its
grant of a security interest in the "Pledged Collateral" (as defined in the
Pledge Agreements) as security for the "Liabilities" and the "Obligations" (as
defined in the Pledge Agreements), and (vi) its grant of a security interest in
the Trademarks, goodwill associated with the "Trademarks", "Licenses" relating
to the Trademarks, "Patents" and "Licenses" relating to the Patents (as such
terms are defined in the Trademark and Patent Security Agreements) as security
for the Subsidiary Obligations.
3.4. Hyster hereby reaffirms (i) its grant to the Agent of a
security interest in the "Collateral" (as defined in the Australian Pledge
Agreement) as security for the "Liabilities" (as defined in the Australian
Pledge Agreement), (ii) its grant to the Agent of a security interest in the
"Pledged Shares" (as defined in the Netherlands Pledge Agreement) as security
for the "Obligations" (as defined in the Netherlands Pledge Agreement), (iii)
its grant to the Agent of a security interest in the "Pledged Shares" (as
defined in the Hyster Deed of Charge) and all other items set forth in Section
2 of the Hyster Deed of Charge, as security for the "Liabilities" (as defined
in the Hyster Deed of Charge) and (iv) its grant to the Agent of a security
interest in the "Collateral" (as defined in the Brazilian Pledge Agreement) as
security for the "Liabilities" (as defined in the Brazilian Pledge Agreement).
3.5. Yale hereby reaffirms (i) its grant to the Agent of a security
interest in the "Pledged Collateral" (as defined in the Pledge Agreements) as
security for the "Liabilities" (as defined in the Pledge Agreements), (ii) its
grant of a security interest in the Trademarks, goodwill associated with the
"Trademarks", "Licenses" relating to the Trademarks, "Patents" and "Licenses"
relating to the Patents (as such terms are defined in the Trademark and Patent
Security Agreements) as security for the Subsidiary Obligations, (iii) its
grant to the Agent of a security interest in all of Yale's right, title and
interest, powers, privileges and other benefits as beneficiary under the
"Trust" (as defined in the Yale Assignment) as security for the Subsidiary
Obligations and (iv) its grant to the Agent of a security interest in the
"Mortgaged Property" and "Trust Estate" (as such terms are defined in the Yale
Mortgages) as security for the "Liabilities" (as defined in the Yale
Mortgages).
3.6. Yale hereby reaffirms (i) its grant to the Agent of a security
interest in the "Pledged Shares" (as defined in the Yale Deed of Charge) and
all other items set forth in Section 2 of the Yale Deed of Charge, as security
for the "Liabilities" (as defined in the Yale Deed of Charge) and (ii) its
grant to the Agent of a security interest in the "Pledged Collateral" (as
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<PAGE> 7
defined in the Japanese Pledge Agreement) as security for the "Pledgor's
Obligations" (as defined in the Japanese Pledge Agreement).
3.7. NACCO hereby reaffirms its grant to the Agent of a security
interest in the "Pledged Collateral" (as defined in the NACCO Pledge Agreement)
as security for the "Liabilities" (as defined in the NACCO Pledge Agreement).
3.8. Holdings hereby reaffirms its guarantee of the Subsidiary
Obligations under the Holdings Guaranty, which Holdings Guaranty remains in
full force and effect.
3.9. Hyster hereby reaffirms its guarantee of Yale's Obligations
under the Hyster Intercompany Guaranty, which Hyster Intercompany Guaranty
remains in full force and effect.
3.10. Yale hereby reaffirms its guarantee of Hyster's Obligations
under the Yale Intercompany Guaranty, which Yale Intercompany Guaranty remains
in full force and effect.
3.11. Each of the Security Parties hereby reaffirms all of the
obligations of such Security Party under the Security Documents and
acknowledges that, except as expressly amended pursuant to SECTION 2 of this
Reaffirmation, the Security Documents remain in full force and effect.
4. GOVERNING LAW. This Reaffirmation shall be governed by and
construed in accordance with the laws of the State of New York.
5. HEADINGS. Section headings in this Reaffirmation are included
herein for convenience of reference only and shall not constitute a part of
this Reaffirmation for any other purpose.
6. COUNTERPARTS. This Reaffirmation may be executed by one or more
of the parties to the Reaffirmation on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.
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<PAGE> 8
IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of
the day and year first above written.
NACCO INDUSTRIES, INC.
By
------------------------------
Title:
--------------------------
HYSTER-YALE MATERIALS HANDLING, INC.
By
------------------------------
Title:
--------------------------
YALE MATERIALS HANDLING CORPORATION
By
------------------------------
Title:
--------------------------
HYSTER COMPANY
By
------------------------------
Title:
--------------------------
CITICORP NORTH AMERICA, INC., as Agent
By
------------------------------
Title:
--------------------------
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<PAGE> 1
EXHIBIT 10(lxxxi)
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF JULY 30, 1993
THIS AMENDMENT NO. 1 ("Amendment") is made as of December 31,
1993, among Hyster-Yale Materials Handling, Inc., a Delaware corporation
("Holdings"), Yale Materials Handling Corporation, a Delaware corporation
("Yale"), and Hyster Company, an Oregon corporation, (formerly Hyster Company,
a Nevada corporation) ("Hyster") (Holdings, Yale and Hyster are referred to
from time to time hereinafter individually as a "Borrower" and collectively as
the "Borrowers"), the institutions from time to time party hereto as lenders
(collectively, the "Lenders" and individually, a "Lender"), and Citicorp North
America, Inc., a Delaware corporation ("Citicorp"), individually and as agent
(in such capacity, the "Agent") for the Lenders. Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the Credit
Agreement (as defined below).
PRELIMINARY STATEMENT:
WHEREAS, the Borrowers, the Lenders, the Issuing Banks, and
the Agent have entered into that certain Amended and Restated Credit Agreement
dated as of July 30, 1993 (as the same has been or hereafter may be amended,
modified or supplemented from time to time, the "Credit Agreement"), pursuant
to which the Agent and the Lenders have agreed to provide to the Borrowers
certain loans and other financial accommodations, subject to the terms and
conditions contained therein;
WHEREAS, the Borrowers have informed the Agent and the Lenders
that (i) Hyster has formed a wholly-owned Subsidiary, Hyster Company, a
Delaware corporation, the name of which will be changed to NACCO Materials
Handling Group, Inc. in connection with the merger with Yale described in
clause (ii) below ("NMHGI"), and (ii) each of Hyster and Yale intend to merge
with and into NMHGI, with NMHGI as the surviving corporation (collectively, the
"Hyster-Yale Mergers" and individually, the "Hyster Merger" and "Yale Merger",
respectively);
WHEREAS, NMHGI will succeed to the rights and assume the
respective liabilities of each of Hyster and Yale pursuant to the terms of the
Hyster-Yale Mergers, including, without limitation, ownership of the assets of
each of Hyster and Yale, subject to the Liens granted in favor of the Agent,
for the benefit of the Lenders and Issuing Banks, and the Obligations incurred
by Hyster and Yale prior to the Hyster-Yale Mergers;
<PAGE> 2
WHEREAS, the Borrowers have requested that subsequent to the
Hyster-Yale Mergers, NMHGI succeed to the rights and obligations of each of
Hyster and Yale under the Credit Agreement, and in connection therewith NMHGI
will (i) grant a security interest in favor of the Agent, for the benefit of
the Lenders and Issuing Banks, in all of its property as security for such
Obligations and (ii) reaffirm the security interests previously granted by
Hyster and Yale;
WHEREAS, in view of the foregoing, the Borrowers, the Agent
and the Lenders have agreed to amend the Credit Agreement, subject to the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing premises,
the terms and conditions stated herein and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the Borrowers, the
Agent and the Lenders, such parties hereby agree as follows:
1. INCORPORATION OF PRELIMINARY STATEMENT AND EXHIBITS. The
Preliminary Statement and EXHIBITS 12.10-A and 12.10-B (attached hereto) are
incorporated herein by this reference thereto.
2. AMENDMENT. Subject to the terms and conditions of this
Amendment, the Borrowers, the Agent and the Majority Lenders hereby agree to
amend the Credit Agreement as follows:
2.1 The definition of "Certificates of Merger" contained in
SECTION 1.1 is hereby deleted in its entirety and the following substituted
therefor:
"'CERTIFICATES OF MERGER' shall mean collectively (i) those
certain Articles of Merger, filed with the Secretary of State of
Oregon, evidencing the merger of Nacq I with and into Esco; (ii) that
certain Certificate of Merger, filed with the Secretary of State of
Nevada, evidencing the merger of Nacq II with and into Hyster; (iii)
that certain Certificate of Merger, filed with the Secretary of State
of Delaware, evidencing the merger of Yale Acq with and into Yale;
(iv) that certain Certificate of Merger, filed with the Secretary of
State of Delaware, evidencing the merger of Hyster with and into
NMHGI; (v) those certain Articles of Merger, filed with the Secretary
of State of Oregon, relating to the merger of Hyster with and into
NMHGI; and (vi) that certain Certificate of Merger, filed with the
Secretary of State of Delaware, evidencing the merger of Yale with and
into NMHGI."
2.2 SECTION 1.1 is hereby amended to add the following
definitions after the definition "Holdings Guaranty":
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<PAGE> 3
"'HYSTER' shall mean Hyster Company, an Oregon corporation,
prior to the consummation of the merger of Hyster Company with and
into NMHGI.
'HYSTER DEALER' shall mean, on and after the consummation of
the merger of Hyster with and into NMHGI, a dealer in those NMHGI
products and services formerly provided by Hyster."
2.3 SECTION 1.1 is hereby amended to add the following
definitions after the definition of "Majority Lenders":
"'MASTER NOTES' shall mean the Master Revolving Note and the
Master Term Note.
'MASTER REVOLVING NOTE' shall mean a master promissory note
evidencing the Revolving Loans executed by NMHGI substantially in the
form of EXHIBIT 12.10-A hereto, payable to the order of the Agent, for
the benefit of the Lenders.
'Master Term Note' shall mean a master promissory note
evidencing the Term Loans executed by Holdings substantially in the
form of EXHIBIT 12.10-B hereto, payable to the order of the Agent, for
the benefit of the Lenders, in an original principal amount of
$164,266,727.22."
2.4 The definition of "Merger Agreements" contained in
SECTION 1.1 is hereby deleted in its entirety and the following substituted
therefor:
"'MERGER AGREEMENTS' shall mean, collectively, (i) that
certain Agreement and Plan of Merger dated as of April 7, 1989
executed among NACCO, Yale, Nacq I, Esco, Newesco and Hyster, (ii)
that certain Agreement and Plan of Merger dated as of April 7, 1989
executed among NACCO, Yale, Hyster, Newesco and Nacq II, (iii) that
certain Asset Transfer and Liability Assumption Agreement dated as of
May 19, 1989 between Esco and Newesco, (iv) that certain Agreement and
Plan of Merger dated as of May 24, 1989, among Holdings, Yale and Yale
Acq regarding the merger of Yale Acq with and into Yale and the
exchange of Yale's shares for shares of Holdings, (v) that certain
Assignment Agreement dated as of May 25, 1989, between Holdings and
Yale, relating to the sale of the stock of Nacq I to Holdings, (vi)
that certain Agreement and Plan of Merger dated as of December 20,
1993 between NMHGI and Hyster regarding the merger of Hyster with and
into NMHGI effective on December 31, 1993, and (vii) that certain
Agreement of Merger dated as of December 20, 1993 among Holdings,
NMHGI and Yale regarding the merger of Yale with and into NMHGI
effective on January 1, 1994."
2.5 SECTION 1.1 is hereby amended to add the following
definition after the definition of "NMHHC":
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<PAGE> 4
"'NOTES' shall mean the Master Notes and any other promissory
note issued to a Lender pursuant to SECTION 12.10(d)."
2.6 SECTION 1.1 is hereby amended to add the following
definition after the definition of "Voting Stock":
"'YALE' shall mean Yale Materials Handling Corporation, a
Delaware corporation, prior to the consummation of the merger of Yale
Materials Handling Corporation with and into NMHGI."
2.7 SECTION 1.1 is hereby amended to add the following
definition after the definition of "Yale Acq":
'YALE DEALER' shall mean, on and after the consummation of the
merger of Yale with and into NMHGI, a dealer in those NMHGI products
and services formerly produced by Yale."
2.8 SECTION 6.2(C) is hereby amended to add the phrase "and,
for each of Yale and Hyster for Fiscal Year 1993," in the third line after the
phrase "within ninety (90) days after the end of each Fiscal Year of such
Borrower".
2.9 SECTION 7.1(C) is hereby amended to delete the last two
sentences thereof in their entirety and substitute the following therefor:
"The authorized capital stock of NMHGI prior to Hyster's merger with
and into NMHGI consists of 10 shares of common stock with no par value
all of which 10 shares are fully paid, non-assessable, issued and
outstanding and held beneficially and of record by Hyster, free and
clear of all Liens, except as otherwise contemplated pursuant to the
Loan Documents. Effective January 1, 1994, upon the effectiveness of
Yale's merger with and into NMHGI, the authorized capital stock of
NMHGI will consist of 20 shares of common stock with no par value, all
of which 20 shares will be fully paid, non-assessable, issued and
outstanding and held beneficially and of record by Holdings, free and
clear of all Liens, except as otherwise contemplated pursuant to the
Loan Documents."
2.10 SECTION 12.10 is hereby deleted in its entirety and the
following is substituted therefor:
"12.10 EVIDENCE OF LOANS. (a) Except as otherwise provided
in CLAUSE (D) below, on and after January 1,, 1994, Loans of each
Lender shall be evidenced, in the case of Revolving Loans, by a Master
Revolving Note, and in the case of Term Loans, by a Master Term Note.
(b) The Agent shall hold each of the Master Revolving Note
and the Master Term Note for the ratable benefit of
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<PAGE> 5
each Lender based upon such Lender's Pro Rata Share. The Master
Revolving Note shall evidence each Appropriate Lender's Revolving
Loans and the Master Term Note shall evidence each Appropriate
Lender's Term Loans.
(c) The date and amount of each Loan and each repayment or
prepayment thereof shall be recorded in the Register maintained by the
Agent pursuant to SECTION 10.3(D). The entries made in the Register
shall be conclusive and binding for all purposes, absent manifest
error.
(d) Notwithstanding the foregoing provisions of this SECTION
12.10, each Lender may at any time create a security interest in all
or any portion of its rights hereunder (including, without limitation,
the Obligations owing to it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal
Reserve System. For purposes of facilitating any such pledge, the
Borrowers will, promptly upon request of any Lender, execute and
deliver to such Lender one or more Notes (in form and substance
reasonably satisfactory to the Borrowers and such Lender) evidencing
such Lender's Revolving Loan and/or Term Loan, in partial substitution
for the applicable Master Notes, and the Agent will thereupon attach
an allonge to the applicable Master Notes to indicate that such
Lender's Loans are evidenced by the Note(s) issued to such Lender and
that the principal amount of Loans evidenced by such Master Note(s) is
reduced by the principal amount of such Note(s)."
2.11 SECTION 9.1 is hereby amended to add the following
Sections after SECTION 9.1(O):
"(p) FOREIGN SUBSIDIARY NAME CHANGES. NMHGI shall fail to
deliver to the Agent, promptly after the consummation of (i) the
change of the corporate name of Hyster B.V. to NACCO Materials
Handling B.V. and (ii) the change of the corporate name of Hyster-Yale
Europe Materials Handling Ltd. to NACCO Materials Handling Group,
Ltd., substitute share certificates and stock transfer forms;
provided, that if perfection of a pledge of capital stock may be
effected by noting the Lien thereon in the share registry of such
corporation, then evidence of the notation of such Lien on sixty-five
percent (65%) of the capital stock of the affected corporation in the
share registry shall be deemed to be delivery of the share
certificates and stock transfer forms.
(q) NMHGI DELIVERIES. NMHGI shall have failed to deliver or
cause to be delivered to the Agent on or before February 28, 1994:
(i) Date down endorsements extending the effective date of all title
policies covering real
-5-
<PAGE> 6
property owned by each of Hyster and Yale prior to January 1, 1994
with such modifications to the title policies as may be necessary to
reflect the Hyster-Yale Mergers; (ii) Good Standing Certificates for
NMHGI from the Secretaries of State of Alabama, California, Illinois,
Kentucky, Michigan, New Jersey, North Carolina, and Oregon, and, if
required by applicable state law, New York, Oklahoma, and Washington;
or (iii) Business Activities Reports for NMHGI, appropriate amendments
to those reports filed by Hyster and Yale, respectively, or Good
Standing Certificates, in Indiana and Minnesota."
3. WAIVER AND CONSENT. Notwithstanding any provision in the
Credit Agreement or any other Loan Document to the contrary, effective as of
December 31, 1993 upon the satisfaction of the conditions precedent set forth
in SECTION 4 below, the undersigned Majority Lenders hereby consent to:
(i) The formation by Hyster of Hyster Company, a Delaware
corporation, and the change of the corporate name of such entity to
NACCO Materials Handling Group, Inc. concurrently with the merger
referenced in SECTION 3(III) below.
(ii) The merger of Hyster Company effective December 31, 1993
with and into NMHGI, with NMHGI as the surviving corporation.
(iii) The merger of Yale Materials Handling Corporation
effective January 1, 1994 with and into NMHGI, with NMHGI as the
surviving corporation.
(iv) The substitution for the existing SCHEDULE 7.1(A)(II) to
the Credit Agreement the revised SCHEDULE 7.1(A)(II) as attached
hereto as EXHIBIT 3.4.
(v) The substitution for the existing Exhibit A to Holdings
Pledge Agreement the revised Exhibit A to Holdings Pledge Agreement
attached hereto as EXHIBIT 3.5.
(vi) The change of the corporate name of Hyster B.V. to
NACCO Materials Handling B.V.
(vii) The change of the corporate name of Hyster-Yale
Europe Materials Handling Ltd. to NACCO Materials Handling Group, Ltd.
(viii) NMHGI's adoption and use of the names "Hyster Company"
and "Yale Materials Handling Corporation" as assumed or fictitious
business names in Alabama, California, Illinois, Kentucky, Michigan,
New Jersey, North Carolina and Oregon.
-6-
<PAGE> 7
4. EFFECTIVENESS OF THIS AMENDMENT; CONDITIONS PRECEDENT.
This Amendment shall become effective as of December 31, 1993 provided that the
Agent shall have received the following documents on or before January 4, 1994,
unless an earlier date is specified below:
4.1 Prior to the consummation of the Hyster-Yale Mergers, and in
any event no later than December 30, 1993, the Agent shall have
received:
a. A fully-executed original of this Amendment executed and
delivered on behalf of each of the Borrowers by a duly
authorized officer of such Borrowers and by the Majority
Lenders.
b. A stock certificate representing all of the issued and
outstanding capital stock of NMHGI, together with a stock
power executed in blank by Hyster.
c. UCC financing statements naming NMHGI as debtor executed
by NMHGI, amendments and continuation statements executed by
NMHGI reflecting the Hyster-Yale Mergers, and continuation
statements executed by Holdings as more particularly described
on EXHIBIT 4.1 attached hereto.
d. Certificate of Incorporation of NMHGI certified by the
Secretary of State of Delaware.
e. Good Standing Certificate for NMHGI from the Secretary of
State of Delaware.
f. Certificate of the Secretary of NMHGI, certifying that (1)
the Certificate of Incorporation attached thereto as Exhibit A
has not been modified since the date of the certification
thereof by the Secretary of State of Delaware, (2) the By-laws
of NMHGI attached thereto as Exhibit B are complete and in
full force and effect (3) the resolutions of the Board of
Directors of NMHGI attached thereto as Exhibit C are true and
complete and in full force and effect and have not been
modified or rescinded since their adoption and (4) the
signature(s) of the officer(s) listed thereon is/are their
genuine signature(s) and such officer(s) held the office(s)
noted thereon on and as of the date when the various documents
executed by such officer(s) in connection with Amendment No. 1
and the transactions contemplated therein were executed and
delivered on behalf of NMHGI.
g. Certificates of the Secretaries or Assistant Secretaries of
each of Hyster and Yale certifying that (1) the resolutions
attached thereto as Exhibit A are true and complete and in
full force and effect and have
-7-
<PAGE> 8
not been modified or rescinded since their adoption, (2) the
Articles or Certificate of Incorporation, as applicable, have
not been modified or rescinded since the last certification to
the Lenders thereof, and (3) the signature(s) of the
officer(s) listed thereon is/are their genuine signature(s)
and such officer(s) held the office(s) noted thereon on and as
of the date when the various documents executed by such
officer(s) in connection with Amendment No. 1 and the
transactions contemplated therein were executed and delivered
on behalf of Hyster and Yale, respectively.
h. Reaffirmation Agreement executed by Holdings, relating to
the Guaranty, Pledge Agreement and Security Agreement to which
it is a party.
i. Reaffirmation and Amendment Agreement executed by NMHGI
relating to the Security Agreements, Trademark and Patent
Security Agreements, Pledge Agreements and Offshore Pledge
Agreements executed by each of Hyster and Yale, and the
Collateral Assignment of Beneficial Interest in a Trust dated
as of May 26, 1989 executed by Yale.
j. A certificate of officers of Holdings, Hyster and Yale
stating that all representations and warranties contained in
the Credit Agreement and the other Loan Documents are true and
correct before and, subject to the consent provided herein,
after giving effect to either of the Hyster-Yale Mergers and
no Event of Default or Potential Event of Default has occurred
and is continuing.
k. Such additional documentation as the Agent may request.
4.2 Promptly upon consummation of the Hyster-Yale Mergers, and in any
event no later than January 4, 1994, the Agent shall have received:
a. Opinions of Black Helterline, counsel to Holdings, Hyster,
Yale and NMHGI, in form and substance satisfactory to the
Agent, relating to the Hyster-Yale Mergers.
b. Opinions of Jones, Day, Reavis & Pogue, counsel to
Holdings, Hyster, Yale and NMHGI, in form and substance
satisfactory to the Agent, relating to this Amendment, the
Credit Agreement and the other Loan Documents and the effect
of the Hyster-Yale Mergers on the Loan Documents. In giving
such opinions, Jones, Day, Reavis & Pogue may rely on the
opinions of Black Helterline as to the effectiveness of the
Hyster-Yale Mergers.
-8-
<PAGE> 9
c. Certificates of officers of Holdings and NMHGI dated
December 31, 1993 and January 1, 1994, respectively, stating
that all representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and
correct after giving effect to each of the Hyster Merger and
the Yale Merger, respectively.
d. Certified copies of the Certificate of Merger from the
Secretary of State of Delaware and Articles of Merger from the
Secretary of State of Oregon relating to the Hyster Merger,
and the Certificate of Merger from the Secretary of State of
Delaware relating to the Yale Merger.
e. Master Revolving Note executed by NMHGI and Master Term
Note executed by Holdings.
f. A stock certificate representing all of the issued and
outstanding capital stock of NMHGI, reflecting NMHGI's
corporate name change from Hyster Company to NACCO Materials
Handling Group, Inc., together with a stock power executed in
blank by Holdings.
g. Certificate of Incorporation of NMHGI certified by the
Secretary of State of Delaware, as amended through January 1,
1994.
h. Good Standing Certificate for NMHGI from the Secretary of
State of Delaware reflecting NMHGI's corporate name change
from Hyster Company to NACCO Materials Handling Group, Inc.
i. Secretary's Certificate from the Secretary of NMHGI
certifying that the signature(s) of the officer(s) listed
thereon is/are their genuine signature(s) and such officer(s)
hold the office(s) noted thereon after the consummation of the
Hyster- Yale Mergers.
5. REPRESENTATION AND WARRANTY. Each of Holdings, Hyster and
Yale represents and warrants that this Amendment constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms.
6. REFERENCE TO AND EFFECT UPON THE LOAN DOCUMENTS. The Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein", or words
of like import shall mean and be a reference to the Credit Agreement as amended
hereby and each reference to the Credit Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the Credit
Agreement shall mean and be a
-9-
<PAGE> 10
reference to the Credit Agreement as amended hereby. Each reference to
"Hyster" or "Yale" contained in the Credit Agreement or any other Loan Document
shall hereafter mean and be a reference to NMHGI, except in those instances
where such references speak as of a date prior to the Hyster-Yale Mergers.
Each reference to a "Borrower" or the "Borrowers" contained in the Credit
Agreement or any other Loan Document shall hereafter mean Holdings and/or
NMHGI, as applicable, except in those instances where such references speak as
of a date prior to the Hyster-Yale Mergers, in which case such terms shall
refer to Holdings, Hyster and/or Yale, as applicable.
7. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
8. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be an original and each of which
together shall constitute one and the same agreement among the parties.
Delivery of an executed facsimile copy of any signature page to this Amendment
shall be deemed effective as delivery of an executed original.
-10-
<PAGE> 11
IN WITNESS WHEREOF, this Agreement has been duly executed as
of this 31st day of December, 1993.
HOLDINGS: HYSTER-YALE MATERIALS HANDLING,
INC.
By:
------------------------------
Name:
Title:
Address: P.O. Box 2902
2701 N.W. Vaughn Street
Portland, Oregon 97208
Attn: Vice President
and Chief Financial Officer
Telephone No.: 503-721-6001
Telecopy No.: 503-721-6171
YALE: YALE MATERIALS HANDLING
CORPORATION
By:
------------------------------
Name:
Title:
Address: Routes 523 and 31
R.D. No. 3
Flemington, NJ 08822
Attn: Vice President-Finance
Telephone No.: 201-788-3100
Telecopy No.: 201-788-3267
HYSTER: HYSTER COMPANY, an Oregon
corporation
By:
------------------------------
Name:
Title:
Address: P.O. Box 2902
2701 N.W. Vaughn Street
Portland, Oregon 97208
Attn: Vice President
and Chief Financial Officer
Telephone No.: 503-721-6001
Telecopy No.: 503-721-6171
-11-
<PAGE> 12
AGENT: CITICORP NORTH AMERICA, INC.,
as Agent
By:
--------------------------
Jeffrey D. Klein
Vice President
-12-
<PAGE> 13
LENDERS: CITICORP NORTH AMERICA, INC.
By
--------------------------------
Jeffrey D. Klein
Vice President
-13-
<PAGE> 14
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
------------------------------
Name:
Title:
-14-
<PAGE> 15
THE BANK OF CALIFORNIA, N.A.
By
--------------------------
Name:
Title:
-15-
<PAGE> 16
THE BANK OF NOVA SCOTIA
By
------------------------------
Name:
Title:
-16-
<PAGE> 17
BANK OF SCOTLAND
By
------------------------------
Name:
Title:
-17-
<PAGE> 18
CAISSE NATIONALE DE CREDIT AGRICOLE
By
-----------------------------
Name:
Title:
-18-
<PAGE> 19
CONTINENTAL BANK N.A.
By
------------------------
Name:
Title:
-19-
<PAGE> 20
FIRST INTERSTATE BANK OF OREGON
By
-----------------------------
Name:
Title:
-20-
<PAGE> 21
GIROCREDIT BANK
By
---------------------------
Name:
Title:
-21-
<PAGE> 22
ISTITUTO BANCARIO SAN PAOLO DI TORINO
By
------------------------
Name:
Title:
-22-
<PAGE> 23
LONG-TERM CREDIT BANK OF JAPAN, LTD.
By
----------------------------
Name:
Title:
-23-
<PAGE> 24
MELLON BANK N.A.
By
------------------------------
Name:
Title:
-24-
<PAGE> 25
NATIONAL CITY BANK
By
------------------------------
Name:
Title:
-25-
<PAGE> 26
ROYAL BANK OF CANADA
By
-----------------------------
Name:
Title:
-26-
<PAGE> 27
STAR BANK, N.A., CINCINNATI
By
------------------------------
Name:
Title:
-27-
<PAGE> 28
THE FIRST NATIONAL BANK OF CHICAGO
By
-------------------------------
Name:
Title:
-28-
<PAGE> 29
UNITED STATES NATIONAL BANK OF
OREGON
By
-------------------------
Name:
Title:
-29-
<PAGE> 30
Acknowledged and agreed to:
HYSTER COMPANY, a Delaware corporation
By
---------------------------
Name:
Title:
-30-
<PAGE> 31
EXHIBIT 3.4
TO
AMENDMENT NO.1
Substitute Schedule 7.1(a)(ii)
to
Credit Agreement
Attached.
-31-
<PAGE> 32
EXHIBIT 3.5
TO
AMENDMENT NO.1
Substitute Exhibit A
to
Holdings Pledge Agreement
Attached.
-32-
<PAGE> 33
<TABLE>
EXHIBIT A
to
HOLDINGS PLEDGE AGREEMENT
<CAPTION>
Issued and
Shares of Capital Outstanding
Stock Owned by Shares of
List of Pledgor Subject Capital Stock
Subsidiaries to Pledge Subject to Pledge
- ------------ ----------------- -----------------
<S> <C> <C>
NACCO Materials
Handling Group, Inc. 20 20
</TABLE>
<PAGE> 34
EXHIBIT 4.1
TO
AMENDMENT NO.1
UCC Financing Statements
UCC FILINGS
1. UCC Financing Statements (naming the Agent, for the benefit of the
Lenders and Issuing Banks, as Secured Party) filed against each of
NACCO Materials Handling Group, Inc. and Hyster Company, a Delaware
corporation in the Offices of the:
a. Secretary of State of Alabama, California, Illinois, Kentucky,
Michigan, New Jersey, North Carolina and Oregon
b. Department of State of New York
c. Department of Licensing of Washington
d. Clerk of Jefferson County, Kentucky
e. City Register of Queens County, New York
f. Register of Deeds of Caldwell and Pitt Counties, North Carolina
g. Recorder of Oklahoma County, Oklahoma
2. UCC Financing Statements (naming the Agent, for the benefit of the
Lenders and Issuing Banks, as Secured Party) filed against the assumed
or fictitious business names of NMHGI, "Yale Materials Handling
Corporation" and "Hyster Company" in the Office of the Secretary of
State of Alabama.
3. Fixture Filings (naming the Agent, for the benefit of the Lenders and
Issuing Banks, as Secured Party) filed against Hyster Company, a
Delaware corporation in the following Offices:
a. Recorder of Alameda, Fresno, Kern, Los Angeles and Riverside
Counties, California
b. Recorder of Deeds of Vermilion County, Illinois
c. Clerk of Madison County, Kentucky
d. Clerk of Queens County, New York
e. Recorder of Conveyances of Multnomah County, Oregon
-33-
<PAGE> 35
4. Fixture Filings (naming the Agent, for the benefit of the Lenders and
Issuing Banks, as Secured Party) filed against NACCO Materials
Handling Group, Inc., in the following Offices:
a. Recorder of Alameda, Fresno, Kern, Los Angeles and Riverside
Counties, California
b. Recorder of Deeds of Vermilion County, Illinois
c. Clerk of Madison County, Kentucky
d. Register of Deeds and Mortgages of Hunterdon County, New Jersey
e. Clerk of Queens County, New York
f. Register of Deeds of Caldwell and Pitt Counties, North Carolina
g. Recorder of Conveyances of Multnomah County, Oregon
5. UCC Amendment/Continuation Statements filed against UCC Financing
Statements recorded against each of Hyster Company, Hyster Company,
an Oregon corporation and Yale Materials Handling Corporation,
amending the debtor's name to NACCO Materials Handling Group, Inc. in
the Offices of the:
a. Secretary of State of Alabama, California, Illinois, Kentucky,
Michigan, New Jersey, North Carolina and Oregon.
b. Department of State of New York
c. Department of Licensing of Washington
d. Clerk of Jefferson County, Kentucky
e. City Register of Queens County, New York
f. Register of Deeds of Caldwell and Pitt Counties, North Carolina
g. Recorder of Oklahoma County, Oklahoma
6. UCC Amendment Statements filed against UCC Financing Statements and
Fixture Filings recorded against Hyster Company, a Delaware
corporation amending the debtor's name to NACCO Materials Handling
Group, Inc. in the Offices of the:
-34-
<PAGE> 36
a. Secretary of State of Alabama, California, Illinois, Kentucky,
Michigan, New Jersey, North Carolina and Oregon.
b. Department of State of New York
c. Department of Licensing of Washington
d. City Register of Queens County, New York
e. Register of Deeds of Caldwell and Pitt Counties, North Carolina
f. Recorder of Alameda, Fresno, Kern, Los Angeles, and Riverside
Counties, California; Oklahoma County, Oklahoma
g. Recorder of Deeds of Vermilion County, Illinois
h. Clerk of Jefferson and Madison Counties, Kentucky; Queens
County, New York
i. Recorder of Conveyances of Multnomah County, Oregon
7. UCC Amendment/Continuation Statements filed against Fixture Filings
recorded against each of Hyster Company and Hyster Company, an Oregon
corporation amending the debtor's name to NACCO Materials Handling
Group, Inc. in the following Offices:
a. Recorder of Alameda, Fresno, Kern, Los Angeles and Riverside
Counties, California
b. Recorder of Deeds of Vermilion County, Illinois
c. Clerk of Madison County, Kentucky
d. Clerk of Queens County, New York
e. Recorder of Conveyances of Multnomah County, Oregon
8. UCC Amendment/Continuation Statements filed against Fixture Filings
recorded against Yale Materials Handling Corporation amending the
debtor's name to NACCO Materials Handling Group, Inc. in the following
Offices:
a. Register of Deeds and Mortgages of Hunterdon County, New Jersey
b. Register of Deeds of Caldwell and Pitt Counties, North Carolina
-35-
<PAGE> 37
9. UCC Continuation Statements filed against UCC Financing Statements
recorded against Holdings in the following Offices:
a. Secretary of State of Alabama, California, Illinois, Kentucky,
Michigan, New Jersey, North Carolina and Oregon.
b. Department of State of New York
c. Department of Licensing of Washington
d. Clerk of Jefferson County, Kentucky
e. City Register of Queens County, New York
f. Register of Deeds of Caldwell and Pitt Counties, North Carolina
g. Recorder of Oklahoma County, Oklahoma
-36-
<PAGE> 38
EXHIBIT 12.10-A
TO
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of July 30, 1993
Form of Master Revolving Note
Attached.
-37-
<PAGE> 39
MASTER REVOLVING NOTE
Dated: January 1, 1994
FOR VALUE RECEIVED, the undersigned, NACCO Materials Handling
Group, Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to
the order of Citicorp North America, Inc., as agent (in such capacity, the
"Agent") for the Lenders (as defined in the Credit Agreement referred to below)
the aggregate principal amount of the Revolving Loans (as defined in the Credit
Agreement) made by the Lenders to the Borrower pursuant to the Credit Agreement
which is outstanding on the Revolving Credit Termination Date (as defined in
the Credit Agreement). Capitalized terms used herein and not otherwise defined
herein are used as defined in the Credit Agreement.
The Borrower further promises to pay interest on the unpaid
principal amount of each Revolving Loan from the date of such Revolving Loan
until such principal amount is paid in full, at such interest rates (which
shall not exceed the maximum rate permitted by applicable law), and at such
times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Citicorp North America, Inc., as Agent, c/o
Citibank, N.A., 399 Park Avenue, New York, New York 10043, Account No. _______
in same day funds. Each Revolving Loan made by the Lenders to the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Agent on its books and records.
This Master Revolving Note is one of the Notes referred to in,
and is entitled to the benefits of, that certain Restated and Amended Credit
Agreement dated as of July 30, 1993 (as the same has been or may be amended,
supplemented, restated or otherwise modified from time to time, the "Credit
Agreement") among Hyster-Yale Materials Handling, Inc, the Borrower, the
institutions from time to time party thereto as Lenders and Issuing Banks and
Citicorp North America, Inc., as Agent for the Lenders and Issuing Banks. The
Credit Agreement, among other things (i) provides for the making of Revolving
Loans by the Lenders to the Borrower from time to time, the indebtedness of the
Borrower resulting from each such Revolving Loan being evidenced by this Master
Revolving Note and/or other Notes pursuant to the terms of the Credit
Agreement, and (ii) contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for prepayments on account
of principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.
Upon the occurrence of certain Events of Default, the unpaid
principal amount evidenced by this Master Revolving Note
<PAGE> 40
shall become, and upon the occurrence and continuance of certain other Events
of Default, such unpaid principal may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.
Demand, presentment, protest and notice of nonpayment are
hereby waived by the Borrower.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
NACCO MATERIALS HANDLING GROUP, INC.
By
----------------------------------
Title:
<PAGE> 41
EXHIBIT 12.10-B
TO
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of July 30, 1993
Form of Master Term Note
Attached.
-38-
<PAGE> 42
MASTER TERM NOTE
$164,266,727.22 Dated: January 1, 1994
FOR VALUE RECEIVED, the undersigned, Hyster-Yale Materials
Handling, Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of CITICORP NORTH AMERICA, INC., as agent (in such capacity, the
"Agent") for the Lenders (as defined in the Credit Agreement referred to below)
the aggregate principal amount of $164,266,727.22 in installments as and when
set forth in the Credit Agreement. Capitalized terms used herein and not
otherwise defined herein are used as defined in the Credit Agreement.
The Borrower further promises to pay interest on the unpaid
principal amount hereof from the date hereof until such principal amount is
paid in full, at such interest rates (which shall not exceed the maximum rate
permitted by applicable law), and at such times, as are specified in the Credit
Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Citicorp North America, Inc., as Agent, c/o
Citibank, N.A., 399 Park Avenue, New York, New York 10043, Account No.
___________, in same day funds. All payments made on account of principal
hereof, shall be recorded by the Lender on its books and records.
This Master Term Note is one of the Notes referred to in, and
is entitled to the benefits of, that certain Restated and Amended Credit
Agreement dated as of July 30, 1993 (as the same has been or may be amended,
supplemented, restated or otherwise modified from time to time, the "Credit
Agreement") among the Borrower, NACCO Materials Handling Group, Inc., a
Delaware corporation, the institutions from time to time party thereto as
Lenders and Issuing Banks, and Citicorp North America, Inc., as Agent for the
Lenders and Issuing Banks. The Credit Agreement, among other things, contains
provisions for acceleration of the maturity hereof upon the happening of
certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.
Upon the occurrence of certain Events of Default, the unpaid
principal amount evidenced by this Promissory Note shall become, and upon the
occurrence and continuance of certain other Events of Default, such unpaid
principal may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Credit Agreement.
Demand, presentment, protest and notice of nonpayment are
hereby waived by the Borrower.
<PAGE> 43
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
HYSTER-YALE MATERIALS HANDLING, INC.
By
----------------------------------
Title:
<PAGE> 1
Exhibit 10(lxxxii)
REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT
THIS REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT ("Reaffirmation")
is dated as of the 31st day of December, 1993, by and among Hyster-Yale
Materials Handling, Inc., a Delaware corporation ("Holdings"), Yale Materials
Handling Corporation, a Delaware corporation ("Yale"), and Hyster Company, a
Delaware corporation, ("H-D"), and Citicorp North America, Inc., a Delaware
corporation, as agent (in such capacity, the "Agent") for the Lenders.
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the "Credit Agreement" (defined below).
WITNESSETH:
WHEREAS, Holdings, Hyster Company, an Oregon corporation ("Hyster"),
Yale, the Lenders, the Issuing Banks and the Agent are parties to that certain
Amended and Restated Credit Agreement dated as of July 30, 1993 (as the same
has been amended, supplemented or modified prior to the date hereof, the
"Original Credit Agreement");
WHEREAS, Holdings, Hyster and Yale requested and the Agent and the
Lenders agreed to enter into Amendment No. 1 dated as of December 31, 1993 (the
"Amendment") to the Original Credit Agreement (the Original Credit Agreement,
as amended by the Amendment, is hereinafter referred to as the "Credit
Agreement") in order to permit the merger of Hyster with and into H-D effective
December 31, 1993, with H-D as the surviving corporation (after such merger,
the "Surviving Corporation");
WHEREAS, in connection with the Original Credit Agreement, each of
Holdings, Hyster and Yale executed one or more of the "Security Documents" (as
hereinafter defined); and
WHEREAS, as a condition to the execution and delivery of the
Amendment, the Lenders and the Agent have required, among other things, that
Holdings, the Surviving Corporation and Yale (the "Security Parties") enter
into this Reaffirmation.
NOW THEREFORE, in consideration of the foregoing, the terms and
conditions contained herein, and of any loans or extensions of credit
heretofore, now or hereafter made to or for the benefit of the Borrowers by the
Lenders and the Issuing Banks, the parties hereto hereby agree as follows:
1. DEFINITIONS. Terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement. When
used herein, the following terms shall have the following meanings:
<PAGE> 2
"AIRCRAFT SECURITY AGREEMENT" shall mean that certain Aircraft
Security Agreement dated as of the Closing Date, executed by Hyster in favor of
the Agent with respect to Hyster's aircraft, as amended, modified, restated or
supplemented from time to time.
"AUSTRALIAN PLEDGE AGREEMENT" shall mean that certain Pledge
Agreement dated as of the Closing Date, executed by Hyster, evidencing the
pledge of stock of Hyster Australia Pty. Limited, as amended, modified,
restated or supplemented from time to time.
"BRAZILIAN PLEDGE AGREEMENT" shall mean that certain Brazilian Pledge
Agreement dated as of the Closing Date, executed by Hyster, evidencing the
pledge of stock of Companhia Hyster, now known as Hyster Brasil Ltda., as the
same has been or may be amended, modified, restated, supplemented or replaced
from time to time.
"HOLDINGS ASSIGNMENT OF RIGHTS" shall mean that certain Assignment of
Rights to Payment dated as of the Closing Date, executed by Holdings in favor
of the Agent, evidencing the assignment to the Agent, as security for the
Obligations, of all of Holdings' rights to receive payment under (i) that
certain Agreement and Plan of Merger dated as of April 7, 1989 executed among
NACCO, Yale, Nacq I, Esco, Newesco and Hyster and (ii) that certain Agreement
and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale,
Hyster, Newesco and NACQ II.
"HOLDINGS GUARANTY" shall mean that certain Guaranty dated the
Closing Date, executed by Holdings in favor of the Lenders, evidencing the
continuing, unconditional guaranty of payment of the Subsidiary Obligations, as
the same may be amended, supplemented or otherwise modified from time to time.
"HOLDINGS PLEDGE AGREEMENTS" shall mean (i) that certain Holdings
Pledge Agreement dated as of the Closing Date, executed by Holdings in favor of
the Agent, for the benefit of the Lenders and the Issuing Banks, relating to
the capital stock of Yale and NACCO I Acquisition Corp. and (ii) that certain
NACCO I Pledge Agreement dated as of the Closing Date in favor of the Agent for
the benefit of the Lenders and the Issuing Banks, relating to the capital stock
of Hyster, each as amended, modified, restated or supplemented from time to
time.
"HYSTER ASSIGNMENT" shall mean that certain Assignment of Rights to
Payment dated as of the Closing Date, executed by NACCO I Acquisition Corp.,
evidencing the assignment to the Agent of all of New Nacq I's rights to receive
payment under the Asset Transfer and Liability Assumption Agreement dated as of
May 19, 1989 between Esco and Newesco, as security for the Subsidiary
Obligations to the Lenders under the Credit Agreement.
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<PAGE> 3
"HYSTER DEED OF CHARGE" shall mean that certain Deed of Charge dated
the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster
Europe Limited, as amended, modified, restated or supplemented from time to
time.
"HYSTER INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated
the Closing Date, executed by Hyster in favor of the Lenders, evidencing
Hyster's continuing, unconditional guaranty of payment of the Obligations owing
by Yale, as the same may be amended, supplemented or otherwise modified from
time to time.
"HYSTER MORTGAGES" shall mean those certain mortgages and deeds of
trust executed by Hyster in favor of the Agent, evidencing the mortgage of
Hyster's interest in real property in California, Illinois, Kentucky and
Oregon, as the same have been or may be amended, modified or supplemented from
time to time.
"HYSTER SECURITY AGREEMENT" shall mean the Security Agreement
executed by Hyster.
"JAPANESE PLEDGE AGREEMENT" shall mean that certain Pledge Agreement
dated as of the Closing Date, executed by Yale, evidencing the pledge of stock
of Sumitomo Yale Company, Ltd, as amended, modified, restated or supplemented
from time to time.
"LOUISIANA DOCUMENTS" shall mean that certain Collateral Mortgage and
Collateral Chattel Mortgage, Collateral Mortgage and Collateral Chattel
Mortgage Note, Notice of Assignment, resolutions of the Board of Directors of
Hyster, Pledge and Assignment Agreement and Collateral Assignment of Leases and
Rents executed by Hyster, evidencing Hyster's pledge of its real and personal
property in the state of Louisiana as security for Hyster's Obligations under
the Credit Agreement, as amended, modified, restated or supplemented from time
to time.
"NETHERLANDS PLEDGE AGREEMENT" shall mean that certain Instrument of
Pledge dated as of the Closing Date, executed by Hyster and Hyster, B.V.,
evidencing the pledge of stock of Hyster, B.V., as amended, modified, restated
or supplemented from time to time.
"PLEDGE AGREEMENTS" shall mean, collectively, all of the Pledge
Agreements dated as of the Closing Date between Hyster or Yale and the Agent
relating to (i) the capital stock of each domestic Subsidiary of each of Hyster
and Yale and (ii) any other Securities owned by each of Hyster and Yale, as
such Pledge Agreements may be amended, supplemented or otherwise modified from
time to time.
"SECURITY AGREEMENTS" shall mean the Security Agreements dated as of
the Closing Date, executed and delivered by Holdings, Yale and Hyster,
substantially in the forms of Exhibits 1.1-A, 1.1-B and 1.1-C to the Credit
Agreement, as the
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<PAGE> 4
same may be amended, supplemented or otherwise modified from time to time.
"SECURITY DOCUMENTS" shall mean the Aircraft Security Agreement, the
Holdings Assignment of Rights, the Holdings Guaranty, the Holdings Pledge
Agreements, the Hyster Assignment, the Hyster Intercompany Guaranty, the Hyster
Mortgages, the Louisiana Documents, the NACCO Pledge Agreement, the Australian
Pledge Agreement, the Brazilian Pledge Agreement, the Hyster Deed of Charge,
the Japanese Pledge Agreement, the Netherlands Pledge Agreement, the Yale Deed
of Charge, the Pledge Agreements, the Security Agreements, the Trademark and
Patent Security Agreements, the Yale Assignment and the Yale Mortgages, and any
other agreements, instruments or other documents executed in connection
therewith.
"TRADEMARK AND PATENT SECURITY AGREEMENTS" shall mean collectively
(i) that certain Trademark Security Agreement dated as of the Closing Date,
executed by Hyster in favor of the Agent, evidencing Hyster's agreement with
respect to the use and disposition of Hyster's trademarks and related licenses;
(ii) that certain Patent Security Agreement dated as of the Closing Date,
executed by Hyster in favor of the Agent, evidencing Hyster's agreement with
respect to the use and disposition of Hyster's patents and related licenses;
(iii) that certain Trademark Security Agreement dated as of the Closing Date,
executed by Yale in favor of the Agent, evidencing Yale's agreement with
respect to the use and disposition of Yale's trademarks and related licenses;
and (iv) that certain Patent Security Agreement dated as of the Closing Date,
executed by Yale in favor of the Agent, evidencing Yale's agreement with
respect to the use and disposition of Yale's patents and related licenses, in
each case, as the same may be amended, supplemented or otherwise modified from
time to time.
"YALE ASSIGNMENT" shall mean that certain Assignment of Beneficial
Interest dated as of the Closing Date executed by Yale evidencing the
collateral assignment of its interest in that certain Illinois business trust
known as Yale Financial Services Trust.
"YALE DEED OF CHARGE" shall mean that certain Deed of Charge dated
the Closing Date, executed by Yale, evidencing the pledge of stock of Yale
Materials Handling Limited, as amended, modified, restated or supplemented from
time to time.
"YALE INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated
the Closing Date, executed by Yale in favor of the Lenders, evidencing Yale's
continuing, unconditional guaranty of payment of the Obligations owing by
Hyster, as the same may be amended, supplemented or otherwise modified from
time to time.
"YALE MORTGAGES" shall mean those certain mortgages and deeds of
trust executed by Yale in favor of the Agent, evidencing
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<PAGE> 5
the mortgage of Yale's interest in real property in New Jersey and North
Carolina, as the same have been or may be amended, modified or supplemented
from time to time.
2. AMENDMENTS.
2.1. Each and every reference to "Hyster" as set forth in the
Security Documents shall mean and refer to the Surviving Corporation.
3. REAFFIRMATIONS.
3.1. Each of Holdings and Yale hereby reaffirms its grant of a
security interest in the "Collateral" (as defined in the Security Agreements)
as security, in the case of Holdings, for the Obligations, and in the case of
Yale, for the Subsidiary Obligations.
3.2. (a) The Surviving Corporation hereby reaffirms Hyster's grant
of a security interest in the "Collateral" (as defined in the Hyster Security
Agreement) as security for the Subsidiary Obligations.
(b) The Surviving Corporation hereby grants a security interest in
all of its "Accounts", "Inventory", "Equipment", "General Intangibles" (as such
terms are defined in the Hyster Security Agreement) and all other property as
more particularly described in the definition of "Collateral" contained in the
Hyster Security Agreement, and agrees to be bound by all of the terms and
conditions of the Hyster Security Agreement as though the Surviving Corporation
executed the Hyster Security Agreement on the date hereof.
3.3. Holdings hereby reaffirms (i) its grant to the Agent of a
security interest in the "Pledged Collateral" (as defined in the Holdings
Pledge Agreement) as security for the "Liabilities", (as defined in the
Holdings Pledge Agreement), (ii) its grant to the Agent of a security interest
in the "Pledged Collateral" (as defined in the NACCO I Pledge Agreement) as
security for the "Liabilities" (as defined in the NACCO I Pledge Agreement) and
(iii) its assignment to the Agent of any and all payments due from
"Ameritrust," as trustee under the "Escrow" (as such terms are defined in the
Holdings Assignment of Rights), for claims arising under or pursuant to the
Hyster Merger Agreement or the Esco Merger Agreement.
3.4. The Surviving Corporation hereby reaffirms (i) Hyster's grant
to the Agent of a security interest in the "Collateral" (as defined in the
Aircraft Security Agreement) as security for the "Liabilities" (as defined in
the Aircraft Security Agreement), (ii) Hyster's grant to the Agent of a
security interest in the "Security" (as defined in the Hyster Assignment) as
security for the "Liabilities" (as defined in the Hyster Assignment), (iii)
Hyster's grant to the Agent of a
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<PAGE> 6
security interest in the "Trust Estate" and "Mortgaged Property" (as such terms
are defined in the Hyster Mortgages) as security for the "Liabilities" (as
defined in the Hyster Mortgages), (iv) Hyster's grant to the Agent of a
security interest in the "mortgaged property" and the "Accounts Receivable" (as
such terms are defined in the Louisiana Documents) as security for the
Subsidiary Obligations, (v) Hyster's grant of a security interest in the
"Pledged Collateral" (as defined in the Pledge Agreements) as security for the
"Liabilities" and the "Obligations" (as defined in the Pledge Agreements), and
(vi) Hyster's grant of a security interest in the Trademarks, goodwill
associated with the "Trademarks", "Licenses" relating to the Trademarks,
"Patents" and "Licenses" relating to the Patents (as such terms are defined in
the Trademark and Patent Security Agreements) as security for the Subsidiary
Obligations.
3.5. The Surviving Corporation hereby reaffirms (i) Hyster's grant
to the Agent of a security interest in the "Collateral" (as defined in the
Australian Pledge Agreement) as security for the "Liabilities" (as defined in
the Australian Pledge Agreement), (ii) Hyster's grant to the Agent of a
security interest in the "Pledged Shares" (as defined in the Netherlands Pledge
Agreement) as security for the "Obligations" (as defined in the Netherlands
Pledge Agreement), (iii) Hyster's grant to the Agent of a security interest in
the "Pledged Shares" (as defined in the Hyster Deed of Charge) and all other
items set forth in Section 2 of the Hyster Deed of Charge, as security for the
"Liabilities" (as defined in the Hyster Deed of Charge) and (iv) Hyster's grant
to the Agent of a security interest in the "Collateral" (as defined in the
Brazilian Pledge Agreement) as security for the "Liabilities" (as defined in
the Brazilian Pledge Agreement).
3.6. Yale hereby reaffirms (i) its grant to the Agent of a security
interest in the "Pledged Collateral" (as defined in the Pledge Agreements) as
security for the "Liabilities" (as defined in the Pledge Agreements), (ii) its
grant of a security interest in the Trademarks, goodwill associated with the
"Trademarks", "Licenses" relating to the Trademarks, "Patents" and "Licenses"
relating to the Patents (as such terms are defined in the Trademark and Patent
Security Agreements) as security for the Subsidiary Obligations, (iii) its
grant to the Agent of a security interest in all of Yale's right, title and
interest, powers, privileges and other benefits as beneficiary under the
"Trust" (as defined in the Yale Assignment) as security for the Subsidiary
Obligations and (iv) its grant to the Agent of a security interest in the
"Mortgaged Property" and "Trust Estate" (as such terms are defined in the Yale
Mortgages) as security for the "Liabilities" (as defined in the Yale
Mortgages).
3.7. Yale hereby reaffirms (i) its grant to the Agent of a security
interest in the "Pledged Shares" (as defined in the Yale Deed of Charge) and
all other items set forth in Section 2 of the Yale Deed of Charge, as security
for the "Liabilities" (as
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<PAGE> 7
defined in the Yale Deed of Charge) and (ii) its grant to the Agent of a
security interest in the "Pledged Collateral" (as defined in the Japanese
Pledge Agreement) as security for the "Pledgor's Obligations" (as defined in
the Japanese Pledge Agreement).
3.8. Holdings hereby reaffirms its guarantee of the Subsidiary
Obligations under the Holdings Guaranty, which Holdings Guaranty remains in
full force and effect.
3.9. The Surviving Corporation hereby reaffirms Hyster's guarantee
of Yale's Obligations under the Hyster Intercompany Guaranty, which Hyster
Intercompany Guaranty remains in full force and effect.
3.10. Yale hereby reaffirms its guarantee of Hyster's Obligations
under the Yale Intercompany Guaranty, which Yale Intercompany Guaranty remains
in full force and effect and acknowledges and agrees that such guarantee shall
be, effective as of the date hereof, a guarantee of all of the Surviving
Corporation's Obligations.
3.11. Each of the Security Parties hereby reaffirms (a) all of the
obligations of such Security Party under the Security Documents and
acknowledges that, except as expressly amended pursuant to Section 2 of this
Reaffirmation, the Security Documents remain in full force and effect and (b)
all other Loan Documents either previously executed by such Security Party or
by its predecessor.
4. GOVERNING LAW. This Reaffirmation shall be governed by and
construed in accordance with the laws of the State of New York.
5. HEADINGS. Section headings in this Reaffirmation are included
herein for convenience of reference only and shall not constitute a part of
this Reaffirmation for any other purpose.
6. COUNTERPARTS. This Reaffirmation may be executed by one or more
of the parties to the Reaffirmation on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. Delivery of an executed facsimile copy of any signature
page to this Reaffirmation shall be deemed effective as delivery of an executed
original.
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IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of
the day and year first above written.
HYSTER-YALE MATERIALS HANDLING, INC.
By
-------------------------
Title:
---------------------
YALE MATERIALS HANDLING CORPORATION
By
-------------------------
Title:
---------------------
HYSTER COMPANY, a Delaware corporation
By
-------------------------
Title:
---------------------
CITICORP NORTH AMERICA, INC., as Agent
By
-------------------------
Title:
---------------------
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<PAGE> 1
Exhibit 10(lxxxiii)
REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT
THIS REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT ("Reaffirmation")
is dated as of the 1st day of January, 1994, by and among Hyster-Yale Materials
Handling, Inc., a Delaware corporation ("Holdings"), NACCO Materials Handling
Group, Inc., a Delaware corporation (formerly known as Hyster Company), and
Citicorp North America, Inc., a Delaware corporation, as agent (in such
capacity, the "Agent") for the Lenders. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the "Credit
Agreement" (defined below).
WITNESSETH:
WHEREAS, Holdings, Hyster Company, an Oregon corporation ("Hyster"),
Yale Materials Handling Corporation ("Yale"), the Lenders, the Issuing Banks
and the Agent are parties to that certain Amended and Restated Credit Agreement
dated as of July 30, 1993 (as the same has been amended, supplemented or
modified prior to the date hereof, the "Original Credit Agreement");
WHEREAS, Holdings, Hyster and Yale requested and the Agent and the
Lenders agreed to enter into Amendment No. 1 dated as of December 31, 1993 (the
"Amendment") to the Original Credit Agreement (the Original Credit Agreement,
as amended by the Amendment, is hereinafter referred to as the "Credit
Agreement") in order to permit (i) the merger of Hyster with and into Hyster
Company, a Delaware corporation, effective December 31, 1993, with Hyster
Company, a Delaware corporation as the surviving corporation (after such
merger, "H-D"), (ii) the merger of Yale with and into H-D, effective January 1,
1994, with H-D as the surviving corporation (the "Yale Merger"), and (iii) the
change of the corporate name of H-D to NACCO Materials Handling Group, Inc.
("NMHGI") after the consummation of the Yale Merger;
WHEREAS, in connection with the Original Credit Agreement, each of
Holdings, Hyster and Yale executed one or more of the "Security Documents" (as
hereinafter defined); and
WHEREAS, as a condition to the execution and delivery of the
Amendment, the Lenders and the Agent have required, among other things, that
Holdings and NMHGI (the "Security Parties") enter into this Reaffirmation.
NOW THEREFORE, in consideration of the foregoing, the terms and
conditions contained herein, and of any loans or extensions of credit
heretofore, now or hereafter made to or for the benefit of the Borrowers by the
Lenders and the Issuing Banks, the parties hereto hereby agree as follows:
<PAGE> 2
1. DEFINITIONS. Terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement. When
used herein, the following terms shall have the following meanings:
"AIRCRAFT SECURITY AGREEMENT" shall mean that certain Aircraft
Security Agreement dated as of the Closing Date, executed by Hyster in favor of
the Agent with respect to Hyster's aircraft, as amended, modified, restated or
supplemented from time to time.
"AUSTRALIAN PLEDGE AGREEMENT" shall mean that certain Pledge
Agreement dated as of the Closing Date, executed by Hyster, evidencing the
pledge of stock of Hyster Australia Pty. Limited, as amended, modified,
restated or supplemented from time to time.
"BRAZILIAN PLEDGE AGREEMENT" shall mean that certain Brazilian
Pledge Agreement dated as of the Closing Date, executed by Hyster, evidencing
the pledge of stock of Companhia Hyster, now known as Hyster Brasil Ltda., as
the same has been or may be amended, modified, restated, supplemented or
replaced from time to time.
"HOLDINGS ASSIGNMENT OF RIGHTS" shall mean that certain Assignment
of Rights to Payment dated as of the Closing Date, executed by Holdings in
favor of the Agent, evidencing the assignment to the Agent, as security for the
Obligations, of all of Holdings' rights to receive payment under (i) that
certain Agreement and Plan of Merger dated as of April 7, 1989 executed among
NACCO, Yale, Nacq I, Esco, Newesco and Hyster and (ii) that certain Agreement
and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale,
Hyster, Newesco and NACQ II.
"HOLDINGS GUARANTY" shall mean that certain Guaranty dated the
Closing Date, executed by Holdings in favor of the Lenders, evidencing the
continuing, unconditional guaranty of payment of the Subsidiary Obligations, as
the same may be amended, supplemented or otherwise modified from time to time.
"HOLDINGS PLEDGE AGREEMENTS" shall mean (i) that certain Holdings
Pledge Agreement dated as of the Closing Date, executed by Holdings in favor of
the Agent, for the benefit of the Lenders and the Issuing Banks, relating to
the capital stock of Yale and NACCO I Acquisition Corp. and (ii) that certain
NACCO I Pledge Agreement dated as of the Closing Date in favor of the Agent for
the benefit of the Lenders and the Issuing Banks, relating to the capital stock
of Hyster, each as amended, modified, restated or supplemented from time to
time.
"HYSTER ASSIGNMENT" shall mean that certain Assignment of Rights to
Payment dated as of the Closing Date, executed by NACCO I Acquisition Corp.,
evidencing the assignment to the Agent
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<PAGE> 3
of all of New Nacq I's rights to receive payment under the Asset Transfer and
Liability Assumption Agreement dated as of May 19, 1989 between Esco and
Newesco, as security for the Subsidiary Obligations to the Lenders under the
Credit Agreement.
"HYSTER DEED OF CHARGE" shall mean that certain Deed of Charge dated
the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster
Europe Limited, as amended, modified, restated or supplemented from time to
time.
"HYSTER INTERCOMPANY GUARANTY" shall mean that certain Guaranty
dated the Closing Date, executed by Hyster in favor of the Lenders, evidencing
Hyster's continuing, unconditional guaranty of payment of the Obligations owing
by Yale, as the same may be amended, supplemented or otherwise modified from
time to time.
"HYSTER MORTGAGES" shall mean those certain mortgages and deeds of
trust executed by Hyster in favor of the Agent, evidencing the mortgage of
Hyster's interest in real property in California, Illinois, Kentucky and
Oregon, as the same have been or may be amended, modified or supplemented from
time to time.
"YALE SECURITY AGREEMENT" shall mean the Security Agreement executed
by Yale.
"JAPANESE PLEDGE AGREEMENT" shall mean that certain Pledge Agreement
dated as of the Closing Date, executed by Yale, evidencing the pledge of stock
of Sumitomo Yale Company, Ltd, as amended, modified, restated or supplemented
from time to time.
"LOUISIANA DOCUMENTS" shall mean that certain Collateral Mortgage
and Collateral Chattel Mortgage, Collateral Mortgage and Collateral Chattel
Mortgage Note, Notice of Assignment, resolutions of the Board of Directors of
Hyster, Pledge and Assignment Agreement and Collateral Assignment of Leases and
Rents executed by Hyster, evidencing Hyster's pledge of its real and personal
property in the state of Louisiana as security for Hyster's Obligations under
the Credit Agreement, as amended, modified, restated or supplemented from time
to time.
"NETHERLANDS PLEDGE AGREEMENT" shall mean that certain Instrument of
Pledge dated as of the Closing Date, executed by Hyster and Hyster, B.V.,
evidencing the pledge of stock of Hyster, B.V., as amended, modified, restated
or supplemented from time to time.
"PLEDGE AGREEMENTS" shall mean, collectively, all of the Pledge
Agreements dated as of the Closing Date between Hyster or Yale and the Agent
relating to (i) the capital stock of each domestic Subsidiary of each of Hyster
and Yale and (ii) any other Securities owned by each of Hyster and Yale, as
such Pledge Agreements may be amended, supplemented or otherwise modified from
time to time.
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<PAGE> 4
"SECURITY AGREEMENTS" shall mean the Security Agreements dated as of
the Closing Date, executed and delivered by Holdings, Yale and Hyster,
substantially in the forms of EXHIBITS 1.1-A, 1.1-B and 1.1-C to the Credit
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.
"SECURITY DOCUMENTS" shall mean the Aircraft Security Agreement, the
Holdings Assignment of Rights, the Holdings Guaranty, the Holdings Pledge
Agreements, the Hyster Assignment, the Hyster Intercompany Guaranty, the Hyster
Mortgages, the Louisiana Documents, the NACCO Pledge Agreement, the Australian
Pledge Agreement, the Brazilian Pledge Agreement, the Hyster Deed of Charge,
the Japanese Pledge Agreement, the Netherlands Pledge Agreement, the Yale Deed
of Charge, the Pledge Agreements, the Security Agreements, the Trademark and
Patent Security Agreements, the Yale Assignment and the Yale Mortgages, and any
other agreements, instruments or other documents executed in connection
therewith.
"TRADEMARK AND PATENT SECURITY AGREEMENTS" shall mean collectively
(i) that certain Trademark Security Agreement dated as of the Closing Date,
executed by Hyster in favor of the Agent, evidencing Hyster's agreement with
respect to the use and disposition of Hyster's trademarks and related licenses;
(ii) that certain Patent Security Agreement dated as of the Closing Date,
executed by Hyster in favor of the Agent, evidencing Hyster's agreement with
respect to the use and disposition of Hyster's patents and related licenses;
(iii) that certain Trademark Security Agreement dated as of the Closing Date,
executed by Yale in favor of the Agent, evidencing Yale's agreement with
respect to the use and disposition of Yale's trademarks and related licenses;
and (iv) that certain Patent Security Agreement dated as of the Closing Date,
executed by Yale in favor of the Agent, evidencing Yale's agreement with
respect to the use and disposition of Yale's patents and related licenses, in
each case, as the same may be amended, supplemented or otherwise modified from
time to time.
"YALE ASSIGNMENT" shall mean that certain Assignment of Beneficial
Interest dated as of the Closing Date executed by Yale evidencing the
collateral assignment of its interest in that certain Illinois business trust
known as Yale Financial Services Trust.
"YALE DEED OF CHARGE" shall mean that certain Deed of Charge dated
the Closing Date, executed by Yale, evidencing the pledge of stock of Yale
Materials Handling Limited, as amended, modified, restated or supplemented from
time to time.
"YALE INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated
the Closing Date, executed by Yale in favor of the Lenders, evidencing Yale's
continuing, unconditional guaranty of
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<PAGE> 5
payment of the Obligations owing by Hyster, as the same may be amended,
supplemented or otherwise modified from time to time.
"YALE MORTGAGES" shall mean those certain mortgages and deeds of
trust executed by Yale in favor of the Agent, evidencing the mortgage of Yale's
interest in real property in New Jersey and North Carolina, as the same have
been or may be amended, modified or supplemented from time to time.
"YALE SECURITY AGREEMENT" shall mean the Security Agreement executed
by Yale.
2. AMENDMENTS.
2.1. Each and every reference to "Yale" as set forth in the
Security Documents shall mean and refer to NMHGI.
3. REAFFIRMATIONS.
3.1. Each of Holdings and NMHGI hereby reaffirms its grant of a
security interest in the "Collateral" (as defined in the Security Agreements,
including, without limitation, the Yale Security Agreement) as security, in the
case of Holdings, for the Obligations, and in the case of NMHGI, for the
Subsidiary Obligations.
3.2. Holdings hereby reaffirms (i) its grant to the Agent of a
security interest in the "Pledged Collateral" (as defined in the Holdings
Pledge Agreement) as security for the "Liabilities", (as defined in the
Holdings Pledge Agreement), (ii) its grant to the Agent of a security interest
in the "Pledged Collateral" (as defined in the NACCO I Pledge Agreement) as
security for the "Liabilities" (as defined in the NACCO I Pledge Agreement) and
(iii) its assignment to the Agent of any and all payments due from
"Ameritrust," as trustee under the "Escrow" (as such terms are defined in the
Holdings Assignment of Rights), for claims arising under or pursuant to the
Hyster Merger Agreement or the Esco Merger Agreement.
3.3. NMHGI hereby reaffirms (i) Yale's grant to the Agent of a
security interest in the "Pledged Collateral" (as defined in the Pledge
Agreements) as security for the "Liabilities" (as defined in the Pledge
Agreements), (ii) Yale's grant of a security interest in the Trademarks,
goodwill associated with the "Trademarks", "Licenses" relating to the
Trademarks, "Patents" and "Licenses" relating to the Patents (as such terms are
defined in the Trademark and Patent Security Agreements) as security for the
Subsidiary Obligations, (iii) Yale's grant to the Agent of a security interest
in all of Yale's right, title and interest, powers, privileges and other
benefits as beneficiary under the "Trust" (as defined in the Yale Assignment)
as security for the Subsidiary Obligations and (iv)
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<PAGE> 6
Yale's grant to the Agent of a security interest in the "Mortgaged Property"
and "Trust Estate" (as such terms are defined in the Yale Mortgages) as
security for the "Liabilities" (as defined in the Yale Mortgages).
3.4. NMHGI hereby reaffirms (i) Yale's grant to the Agent of a
security interest in the "Pledged Shares" (as defined in the Yale Deed of
Charge) and all other items set forth in Section 2 of the Yale Deed of Charge,
as security for the "Liabilities" (as defined in the Yale Deed of Charge) and
(ii) Yale's grant to the Agent of a security interest in the "Pledged
Collateral" (as defined in the Japanese Pledge Agreement) as security for the
"Pledgor's Obligations" (as defined in the Japanese Pledge Agreement).
3.5. Holdings hereby reaffirms its guarantee of the Subsidiary
Obligations under the Holdings Guaranty, which Holdings Guaranty remains in
full force and effect.
3.6. Each of the Security Parties hereby reaffirms (a) all of the
obligations of such Security Party under the Security Documents and
acknowledges that, except as expressly amended pursuant to SECTION 2 of this
Reaffirmation, the Security Documents remain in full force and effect and (b)
all other Loan Documents either previously executed by such Security Party or
by its predecessor.
4. GOVERNING LAW. This Reaffirmation shall be governed by and
construed in accordance with the laws of the State of New York.
5. HEADINGS. Section headings in this Reaffirmation are included
herein for convenience of reference only and shall not constitute a part of
this Reaffirmation for any other purpose.
6. COUNTERPARTS. This Reaffirmation may be executed by one or more
of the parties to the Reaffirmation on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.
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<PAGE> 7
IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of
the day and year first above written.
HYSTER-YALE MATERIALS HANDLING, INC.
By
-------------------------
Title:
---------------------
NACCO MATERIALS HANDLING GROUP, INC.
By
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Title:
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CITICORP NORTH AMERICA, INC., as Agent
By
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Title:
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-7-
<PAGE> 1
Exhibit 10(lxxxiv)
AMENDMENT NO. 1
TO THE
HYSTER-YALE PROFIT SHARING PLAN
Hyster Company hereby adopts this Amendment No. 1 to the Hyster-Yale
Profit Sharing Plan (as amended and restated effective November 1, 1992) (the
"Plan"), effective as of the dates indicated herein. Words and phrases used
herein with initial capital letters which are defined in the Plan are used
herein as so defined.
SECTION 1
Effective as of November 1, 1992, Section 1.1(9) (a) of the Plan is
hereby amended in its entirety to read as follows:
"(a) Pay received by an Employee from Controlled Group Members as
base pay, overtime, performance bonuses, commissions, shift differentials,
vacation, holiday and sick pay (including short term disability pay) and any
pretax contributions for other benefits which satisfy the requirements of
Sections 401(k), 125 or 129 of the Code. Compensation shall not include any
other forms of pay, including (without limitation) amounts awarded or credited
under the Hyster-Yale Materials Handling, Inc. Long Term Incentive Compensation
Plan, the value of perquisites, imputed income, moving allowances or severance
payments."
SECTION 2
Effective as of November 1, 1992, the first sentence of Section
1.1(9) (b) of the Plan is hereby amended in its entirety to read as follows:
"Notwithstanding the provisions of Subsection (a) of this Section,
effective as of January 1, 1989, Compensation in excess of the limitation
contained in Section 401(a) (17) of the Code shall not be taken into account
for any purpose under the Plan."
SECTION 3
Effective as of January 1, 1993, Section 3.6(1) of the Plan is hereby
amended in its entirety to read as follows:
"(1) The Trustee, at the direction of the Administrative Committee,
shall receive and thereafter hold and administer as part of the Trust Fund for
a Covered Employee cash which shall have been distributed to the Covered
Employee, from a trust held under another plan in which the Covered Employee
participated, or an individual retirement account described in Code Section
408(d)(3)(A)(ii), in a distribution which
<PAGE> 2
constitutes an "eligible rollover distribution" under Code Section 401(a)
(31) or Code Section 402(c) (4) (a "Rollover Contribution"). The
Administrative Committee shall adopt, and may amend from time to time general
rules of uniform application which shall govern the administration of Rollover
Contributions."
SECTION 4
Effective as of November 1, 1992, Section 3.11(2) of the Plan is
hereby deleted in its entirety and Sections 3.11(3) and 3.11(4) of the Plan are
hereby renumbered as Sections 3.11(2) and 3.11(3), respectively.
SECTION 5
Effective as of November 1, 1992, Section 6.4(4) of the Plan is
hereby amended in its entirety to read as follows:
"(4) If a Participant whose Termination of Employment occurs under
the circumstances covered by Subsection (1) of this Section is rehired as an
Employee (including a Participant who terminated employment prior to November
1, 1992 and is rehired on or after such date), an amount equal to the amount
forfeited under the preceding Subsections of this Section (or under a
corresponding Section of a Prior Plan) shall be restored to his Account
immediately upon his reemployment as an Employee."
SECTION 6
Effective as of January 1, 1993, Section 6.9(2) of the Plan as hereby
amended by adding the following sentences to the end thereof:
"Notwithstanding the foregoing, to the extent required under Section
401(a) (31) of the Code, a Participant or Beneficiary (provided such
Beneficiary is a Spouse) may elect to directly transfer a distribution from the
Plan which satisfies the requirements of an "eligible rollover distribution"
under Sections 401(a) (31) or 402(c) (4) of the Code into an eligible
retirement plan. The Administrative Committee shall adopt, and may amend from
time to time, rules of uniform application governing such direct transfers."
SECTION 7
Effective as of November 1, 1992, Section 6.10(4) (d) (iii) of the
Plan is hereby amended by deleting the parenthetical phrase "(in six month
increments)" and replacing it with the phrase "(in one month increments)."
2
<PAGE> 3
SECTION 8
Effective as of November 1, 1992, the fourth sentence of Section 11.1
of the Plan is hereby amended by deleting the parenthetical phrase "(who shall
be a member of the Committee)" and replacing it with the phrase "(who need not
be a member of such Committee)".
SECTION 9
Effective as of November 1, 1992, Section 14.1 of the Plan is hereby
amended by replacing the phrase "by action of its Board of Directors" with the
phrase "by action of the Nominating, Organization and Compensation Committee of
its Board of Directors" each time it appears in such Section.
SECTION 10
Effective as of November 1, 1992, the first sentence of Section 14.2
of the Plan and the second sentence of Section 15.1(2) of the Plan are hereby
amended by deleting the phrase "on the order of its Board of Directors"
therefrom.
SECTION 11
Effective as of November 1, 1992, Section 15.1(1) of the Plan is
hereby amended by inserting the phrase "the Nominating, Organization and
Compensation Committee of" prior to the phrase "its Board of Directors" each
time it appears in such Section.
Executed this 13th day of May, 1993.
HYSTER COMPANY
By: /s/ Bergen I. Bull
---------------------------------------
Title: VICE PRESIDENT -
CORPORATE ADMINISTRATION
GENERAL COUNSEL & SECRETARY
3
<PAGE> 1
Exhibit 10(lxxxv)
AMENDMENT NO. 2
TO THE
HYSTER-YALE PROFIT SHARING PLAN
Hyster Company hereby adopts this Amendment No. 2 to the
Hyster-Yale Profit Sharing Plan (as amended and restated effective November 1,
1992) (the "Plan"), effective as of January 1, 1994, except as otherwise
specifically provided herein. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.
SECTION 1
The first paragraph of the Preamble to the Plan is hereby
amended (i) by deleting the first and last sentences thereof, and (ii) by
adding the following new sentence to the end thereof:
"Effective January 1, 1994, the name of the Plan was changed
from the "Hyster-Yale Profit Sharing Plan" to the "NACCO
Materials Handling Group, Inc. Profit Sharing Plan."
SECTION 2
Section 1.1(8) of the Plan is hereby amended in its entirety
to read as follows:
"(8) Company: NACCO Materials Handling Group, Inc. and its
predecessors and successors."
SECTION 3
The second sentence of Section 1.1(9)(a) of the Plan is hereby
amended in its entirety to read as follows:
"Notwithstanding the foregoing, Compensation shall not include
amounts awarded or credited under any long term incentive
compensation plan, the value of perquisites, imputed income,
severance payments or any other forms of compensation."
1
<PAGE> 2
SECTION 4
Effective as of December 31, 1993, the last sentence of
Section 1.1(17) of the Plan is hereby amended in its entirety to read as
follows:
"As of December 31, 1993, the Employers under the Plan were
the Company, Yale Materials Handling Corporation and NACCO
Industries, Inc."
SECTION 5
The last sentence of Section 1.1(17) of the Plan is hereby
amended in its entirety to read as follows:
"As of January 1, 1994, the Employers under the Plan were the
Company and NACCO Industries, Inc."
SECTION 6
The first sentence of Section 1.1(23)(a) of the Plan is hereby
amended by adding the following phrase to the beginning thereof:
"Unless the Company elects one of the simplified methods
contained in Code Section 414(q)(12) or Revenue Procedure
93-42,".
SECTION 7
The first sentence of Section 1.1(34) of the Plan is hereby
amended in its entirety to read as follows:
"The NACCO Materials Handling Group, Inc. Profit Sharing Plan,
the terms and provisions of which are herein set forth, as the
same may be amended, supplemented or restated from time to
time."
SECTION 8
Effective as of December 31, 1993, Section 1.1(40) of the Plan
is hereby amended in its entirety to read as follows:
"(40) Profit Sharing Employee: A Covered Employee
who (a) is an Employee of Yale Materials Handling Corporation,
(b) is an Employee of the Company who first performs an Hour
of Service on or after July 1, 1992 and who is classified in
salary grades 27 and above, or (c) is a salaried Employee of
NACCO
2
<PAGE> 3
Industries, Inc., except as otherwise provided in the
Instrument of Adoption executed by NACCO Industries, Inc."
SECTION 9
Section 1.1(40) of the Plan is hereby amended in its entirety
to read as follows:
"(40) Profit Sharing Employee: A Covered Employee
who is (a) an Employee of the Company who is employed at (or
reports to) its Flemington, New Jersey, Greenville, North
Carolina or Lenoir, North Carolina facilities, (b) an Employee
of the Company who first performs an Hour of Service on or
after July 1, 1992 and who is classified in salary grades 27
and above or (c) a salaried Employee of NACCO Industries,
Inc., except as otherwise provided in the Instrument of
Adoption executed by NACCO Industries, Inc."
SECTION 10
Section 1.1(52)(b) of the Plan is hereby amended by adding the
following sentence to the end thereof:
"Notwithstanding the foregoing, in the event that an Employee
was not a Participant in the Plan or any of the Prior Plans,
the Employee shall be credited with one year of Vesting
Service for each calendar year prior to January 1, 1992 during
which he was credited with at least 1,000 Hours of Service."
SECTION 11
Effective December 31, 1993, Section 2.3 of the Plan is hereby
amended by deleting the phrase "Any Employee described in Section 2.1" and
replacing it with the phrase "Any Employee described in Section 2.1 (other than
a Covered Employee who is a salaried Employee of NACCO Industries, Inc.)."
SECTION 12
Section 2.4(3) of the Plan is hereby amended in its entirety
to read as follows:
"(3) Notwithstanding the foregoing, a Participant in the Plan
who is an Employee of the Company and who ceases to be a Profit Sharing
Employee solely because he is transferred to a different salary grade or
different location of the Company shall
3
<PAGE> 4
continue to be deemed a Profit Sharing Employee hereunder. In addition,
notwithstanding any other provision hereof to the contrary, an Employee of the
Company who transfers employment and would otherwise be eligible to be a Profit
Sharing Employee hereunder, but who, at the time of such transfer, is a
participant in the NACCO Materials Handling Group, Inc. Cash Balance Plan shall
not become a Profit Sharing Employee hereunder."
SECTION 13
Section 4.8(4) of the Plan is hereby amended by adding the
following sentence to the end thereof:
"In the event a reduction is necessary to avoid exceeding the
limitations set forth in this Section, and the individual is a
participant in two defined contribution plans maintained by
the Controlled Group, the affected individual's benefits under
this Plan shall be reduced to the extent necessary to avoid
exceeding such limitations."
SECTION 14
Section 6.1 of the Plan is hereby amended (i) by adding the
number "(1)" at the beginning of the first sentence thereof, and (ii) adding
the following new paragraph (2) thereto to read as follows:
"(2) The Administrative Committee shall provide the
Participant or Beneficiary with the application form (which shall contain a
general description of the optional forms of benefit available under the Plan)
and such other information required to be provided under Section 402(f) of the
Code no less than 30 days and no more than 90 days before a distribution or
withdrawal is to be made. Notwithstanding the foregoing, such distribution or
withdrawal may commence less than 30 days after such form and information are
provided to the Participant or Beneficiary, provided that: (a) the
Administrative Committee cleary informs the recipient that he has the right to
a period of at least 30 days after receiving the information to consider
whether or not to elect a distribution or withdrawal (and, if applicable, a
particular form of benefit), and (b) the recipient, after receiving the
information, affirmatively elects the distribution or withdrawal."
4
<PAGE> 5
SECTION 15
Effective as of January 1, 1993, the last two sentences of
Section 6.9(2) of the Plan are hereby deleted in their entirety.
SECTION 16
Effective as of January 1, 1993, a new Section 6.9(4) is
hereby added to the Plan, immediately following Section 6.9(3), to read as
follows:
"(4)(a) Notwithstanding any provision of the Plan to the
contrary, if a Participant or Beneficiary who is a Spouse is eligible to
receive a distribution from the Plan that constitutes an "eligible rollover
distribution" (as defined in paragraph (d) of this Subsection) and the
Participant or Spouse elects to have all or a portion (at least $500) of such
distribution paid directly to an "eligible retirement plan" (as defined in
paragraph (c) of this Subsection) and specifies the eligible retirement plan to
which the distribution is to be paid, such distribution (or portion thereof)
shall be made in the form of a direct rollover to the eligible retirement plan
so specified. A direct rollover is a payment made by the Plan to the eligible
retirement plan so specified for the benefit of the Participant or Spouse.
Notwithstanding the foregoing, a direct rollover of an eligible rollover
distribution shall not be made if the Participant's or Spouse's eligible
rollover distributions for a Plan Year are reasonably expected to total less
than $200. Unless otherwise specifically provided herein, for purposes of this
Subsection, the term "Spouse" shall include a former Spouse who is an alternate
payee under the terms of a qualified domestic relations order.
(b) The Administrative Committee shall prescribe reasonable
procedures for the elections to be made pursuant to this Subsection. Within a
reasonable period of time (as prescribed by Tresury regulations or rulings)
before the payment of an eligible rollover distribution, the Administrative
Committee shall provide a written notice to the Participant or spouse
describing the rights under this Section and such other information required to
be provided under Section 401(f) of the Code.
(c) For purposes of this Subsection, the term "eligible
retirement plan" means an individual retirement account or annuity under Code
Section 408, a defined contribution plan that satisfies the requirements of
Code Section 401(a) and accepts rollovers, an annuity plan under Code Section
403(a) or any other type of plan that is included within the definition of
"eligible retirement plan" under Section 401(a)(31)(D) of the
5
<PAGE> 6
Code; provided that with respect to a Spouse (but not a former spouse who is an
alternate payee) who receives a distribution after a Participant's death, an
"eligible retirement plan" shall mean only an individual retirement account or
annuity under Code Section 408.
(d) For purposes of this Subsection, the term "eligible
rollover distribution" shall mean any distribution of all or any portion of the
balance to the credit of the distributee from an employees' trust described in
Code Section 401(a) which is exempt from tax under Code Section 501(a), except
(i) any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) over the life (or life expectancy)
of the distributee or the joint lives (or life expectancies) of the distributee
and a designated beneficiary, (ii) any distribution to the extent required
under Code Section 401(a)(9), (iii) the portion of any distribution that is not
includible in gross income, and (iv) such other amounts specified in Treasury
regulations and rulings, notices or announcements issued under Section 402(c)
of the Code.
(e) The provisions of this Subsection are intended to comply
with the provisions of Section 401(a)(31) of the Code and shall be interpreted
in accordance with such section and Treasury regulations and rulings
thereunder."
SECTION 17
The first sentence of Section 6.10(1) of the Plan is hereby
amended in its entirety to read as follows:
"A Participant who is either an Employee of an Employer or a
Controlled Group Member or a "party-in-interest" (as defined
in Section 3(14) of ERISA) may apply with the Administrative
Committee for a loan from his Account."
SECTION 18
The first sentence of Section 11.10 of the Plan is hereby
amended in its entirety to read as follows:
"NACCO Industries, Inc. has established the "NACCO
Industries, Inc. Retirement Funds Investment Committee" (the
'Investment Committee') pursuant to the terms of an Instrument
of Creation and Delegation dated October 28, 1992 (as
amended)."
6
<PAGE> 7
SECTION 19
Section 14.1 of the Plan is hereby amended by replacing the
phrase "by action of its Board of Directors" each time it appears in such
Section with the phrase "by action of the Nominating, Organization and
Compensation Committee of the Board of Directors."
SECTION 20
Section 14.2 is hereby amended by replacing the phrase "on
order of its Board of Directors" each time it appears in such Section with the
phrase "by action of the Nominating, Organization and Compensation Committee of
the Board of Directors."
SECTION 21
Section 15.1 is hereby amended by replacing the phrase "by
action of its Board of Directors" with the phrase "by action of the Nominating,
Organization and Compensation Committee of the Board of Directors", and by
replacing the phrase "on the order of its Board of Directors" each time it
appears in such Section with the phrase "on the order of the Nomination,
Organization and Compensation Committee of the Board of Directors."
Executed this _____ day of ________________, 1993.
HYSTER COMPANY
By:
----------------------------
Title:
7
<PAGE> 1
Exhibit 10(lxxxvi)
AMENDMENT NO. 1
TO THE
HYSTER-YALE CASH BALANCE PLAN
Hyster Company (the "Company") hereby adopts this Amendment No. 1 to
the Hyster-Yale Cash Balance Plan which consists of the following three
separate pension plans: (1) the Hyster-Yale Cash Balance Plan for Berea Shop
Employees, (2) the Hyster-Yale Cash Balance Plan for Sulligent Shop
Employees, and (3) the Hyster-Yale Cash Balance Plan for Salaried Employees
(collectively, the "Plan"). The provisions of this Amendment shall be
effective as of April 1, 1992. Words and phrases used herein with initial
capital letters which are defined in the Plan shall be used herein as so
defined.
SECTION 1
Section 2.02(b) (1) of the Plan is hereby amended by deleting the
term "Covered Employee" in the second line thereof and replacing it with the
term "Employee".
SECTION 2
The first sentence of Section 5.02 of the Plan is hereby amended in
its entirety to read as follows:
"For each Plan Year commencing on or after January 1, 1992, an Annual
Cash Balance Credit shall be added to the Cash Balance Account of each
Active Participant who completes an Hour of Service as a Covered
Employee during such Plan Year."
<PAGE> 2
2
SECTION 3
The third sentence of Section 6.05(b) of the Plan is hereby deleted
in its entirety and replaced with the following sentence:
"The Disability Retirement Pension which commences prior to a
Participant's Normal Retirement Date shall be payable as follows:
(1) in the case of a Participant who is eligible
for benefits under a long-term disability program
sponsored by an Employer, the Disability Retirement
Pension shall be payable, except as otherwise provided
in the Plan, for the Participant's lifetime, in a reduced
monthly amount equal to the greater of (i) or (ii), where
(i) equals the Actuarial Equivalent of his Accrued
Benefit as of his Pension Commencement Date, and (ii)
equals the sum of (A) his Immediate Cash Balance Annuity,
based on the Participant's Cash Balance Account as of his
Pension Commencement Date, plus (B) the Actuarial
Equivalent of his Indexed Prior Plan Benefit; and
(2) in the case of a Participant who is not eligible for
benefits under a long-term disability program sponsored
by an Employer, the Disability Retirement Pension shall
be payable, except as otherwise provided in the Plan,
for the Participant's lifetime, in a monthly amount
equal to the greater of (i) or (ii), where (i) equals
the Actuarial Equivalent of his Accrued Benefit as of
his Pension Commencement Date, and (ii) equals the sum
of (A) his Immediate Cash Balance Annuity, based on
the Participant's Cash Balance Account as of his Pension
Commencement Date, plus (B) his Indexed Prior Plan
Benefit."
SECTION 4
Section 6.08(a) (5) of the Plan is hereby amended by adding the
following sentence to the end thereof:
<PAGE> 3
3
"Notwithstanding the foregoing, a Participant who is eligible for a Disability
Retirement Pension under Section 6.05(b) (2) of the Plan may not receive that
portion of his Disability Retirement Pension which is based on his Indexed
Prior Plan Benefit in the form of a lump sum distribution."
Executed this 27th day of May, 1993.
HYSTER COMPANY
By: /s/ Bergen I. Bull
----------------------------
VICE PRESIDENT-
CORPORATE ADMINISTRATION
GENERAL COUNSEL & SECRETARY
<PAGE> 1
EXHIBIT 10(lxxxvii)
AMENDMENT NO. 2
TO THE
HYSTER-YALE CASH BALANCE PLAN
Hyster Company hereby adopts this Amendment No. 2 to the Hyster-Yale
Cash Balance Plan which consists of the following three separate pension plans:
(1) the Hyster-Yale Cash Balance Plan for Berea Shop Employees, (2) the
Hyster-Yale Cash Balance Plan for Sulligent Shop Employees, and (3) the
Hyster-Yale Cash Balance Plan for Salaried Employees (collectively, the
"Plan"). The provisions of this Amendment shall be effective as of January 1,
1994. Words and phrases used herein with initial capital letters which are
defined in the Plan shall be used herein as so defined.
SECTION 1
Section 1.12 of the Plan is hereby amended in its entirety to read as
follows:
"1.12 COMPANY: NACCO Materials Handling Group, Inc. and its
predecessors and successors."
SECTION 2
Sections 1.52 and 2.02(a) of the Plan are hereby amended by deleting
the phrase "Hyster-Yale" and replacing it with the phrase "NACCO Materials
Handling Group, Inc." each time it appears therein.
SECTION 3
Section 2.01(a)(1) of the Plan is hereby amended in its entirety to
read as follows:
"(1) an Employee of the Company who is employed on a salaried
payroll, excluding, however, (i) such Employees of the Company who first
perform an Hour of Service on or after July 1, 1992 and who are classified in
salary grades 27 and above, and (ii) such Employees of the Company who are
employed at or report to the Flemington, New Jersey, Greenville, North Carolina
or Lenoir, North Carolina facilities."
SECTION 4
The first sentence of Section 2.01(b) of the Plan is hereby amended
in its entirety to read as follows:
"Notwithstanding the foregoing, no Employee who is (1) a nonresident
alien, (2) who serves only as a Leased Employee, (3) who is a
temporary or seasonal Employee,
<PAGE> 2
(4) who is employed on a salaried payroll and who first performs an
Hour of Service on or after July 1, 1992 and who is classified in
salary grade 27 or above, or (5) who is employed at or reports to the
Company's Flemington, New Jersey, Greenville, North Carolina or
Lenoir, North Carolina facilities shall be covered by the Plan or
deemed to be a Covered Employee."
SECTION 5
Section 3.02 of the Plan is hereby amended by adding the following
sentence to the end thereof:
"Notwithstanding the foregoing, if a Participant in the Plan
designated in Section 1.52(c) involuntarily terminated employment in
1990, 1991 or 1992 as a result of the sale of a branch store location
(as determined by the Company), the Participant shall be 100% vested
in his Accrued Benefit, regardless of his Years of Vesting Service at
the time of such termination."
SECTION 6
Section 2.03(b) of the Plan is hereby amended in its entirety to read
as follows:
"(b) A Participant in the Plan who ceases to be a Covered Employee
solely because he is transferred to a different salary grade or a
different location shall continue to be deemed a Covered Employee and
shall remain a Participant in the Plan. In addition, notwithstanding
any other provision hereof to the contrary, an Employee who transfers
employment and would otherwise be a Covered Employee hereunder, but
who, at the time of such transfer, is a participant in the profit
sharing portion of the NACCO Materials Handling Group, Inc. Profit
Sharing Plan, shall not be eligible to participate in the Plan even
if he becomes a Covered Employee."
SECTION 7
A new Section 8.03(c) is hereby added to the Plan, immediately
following Section 8.03(b), to read as follows:
"(c) The Trust Fund may be held and invested as part of a master
trust arrangement established and maintained by NACCO Industries,
Inc. and the members of its Controlled Group."
SECTION 8
Section 9.11 of the Plan is hereby amended in its entirety to read as
follows:
2
<PAGE> 3
"9.11 INVESTMENT COMMITTEE. NACCO Industries, Inc. has established
a 'Retirement Funds Investment Committee' (the 'Investment
Committee') pursuant to the terms of an Instrument of Creation and
Delegation dated October 28, 1992, as such Instrument may be amended
from time to time. In addition to the responsibilities specifically
given to the Investment Committee under the Plan and Trust Agreement,
the Investment Committee (or any successor thereto) shall have such
other responsibilities with respect to the Plan (and the other
defined contribution plans and defined benefit plans maintained by
the Controlled Group) as are granted to such Committee in the
Instrument of Creation and Delegation as such Instrument may be
amended from time to time. In the absence of an Investment
Committee, NACCO Industries, Inc. shall perform the duties allocated
to the Committee under the Plan and the Trust Agreement."
Executed this _______ day of _____________, 1993.
HYSTER COMPANY
By:
------------------------------
Title:
3
<PAGE> 1
Exhibit 10(lxxxviii)
AMENDMENT NO. 1
TO THE
HYSTER-YALE MATERIALS HANDLING, INC.
LONG-TERM INCENTIVE COMPENSATION PLAN
Hyster-Vale Materials Handling, Inc. hereby adopts this Amendment
No. 1 to the Hyster-Vale Materials Handling, Inc. Long-Term Incentive
Compensation Plan (the "Plan") effective as of May 12, 1993.
SECTION 5.1
The second sentence of Section 5.1 of the Plan is hereby amended
in its entirety to read as follows:
"All Awards under this Plan shall be effective as of the
first day of the calendar quarter conincident with or
immediately following the time an individual becomes
eligible to participate in this Plan as provided in
Section 4 hereof."
SECTION 2(e)
Section 2(e) of the Plan is hereby amended in its entirety to read
as follows:
"2.(e) "Committee" means the Nominating, Organizations
and Compensation Committee of the Board of Directors."
SECTION 8
Section 8 of the Plan is hereby amended in its entirety to read as
follows:
"8. AMENDMENT AND TERMINATION
The Committee may alter, amend or terminate this Plan
from time to time; provided, however, that no
modification, or amendment of this Plan shall, without
the consent of a grantee, affect the rights in an
outstanding Award of such grantee; and further provided,
however, that upon a termination of this Plan, all
outstanding Awards shall vest immediately thereupon, and
shall be paid in accordance with Section 5.2."
Executed this 12th day of May, 1993.
---- ---
HYSTER-YALE MATERIALS HANDLING, INC.
By:/s/ B.A. Bull
--------------------------------
Title: VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
<PAGE> 1
Exhibit 10(lxxxix)
AMENDMENT NO. 1
TO THE
HYSTER-YALE UNFUNDED BENEFIT PLAN
Hyster Company hereby adopts this Amendment No. 1 to the Hyster-Yale
Unfunded Benefit Plan (the "Plan") effective January 1, 1994. Words and
phrases used herein with initial capital letters which are defined in the Plan
are used herein as so defined.
SECTION 1
The Preamble to the Plan is hereby amended in its entirety to read as
follows:
"NACCO Materials Handling Group, Inc. (successor to Hyster Company)
does hereby establish the NACCO Materials Handling Group, Inc. Unfunded Benefit
Plan on the terms and conditions described hereinafter:"
SECTION 2
Section 1.2 of the Plan is hereby amended in its entirety to read as
follows:
"SECTION 1.2. PURPOSE OF THE PLAN. The purpose of this Plan is to
provide for certain Employees of the Employers benefits they would have
received under the Qualified Plans but for (a) the dollar limit on Compensation
taken into account under the Qualified Plans as a result of Section 401(a)(17)
of the Code, and (b) the limitations imposed under Section 415 of the Code.
The Plan represents the continuation by amendment, restatement and transfer of
sponsorship of the Prior Plan."
SECTION 3
Sections 2.3, 2.8, 2.10, 2.11, 3.1, 3.2, and 7.3 of the Plan are
hereby amended by replacing the phrase "Hyster-Yale" with the phrase "NACCO
Materials Handling Group, Inc." each time it appears in such Sections.
SECTION 4
Section 2.4 of the Plan is hereby amended by replacing the term
"Hyster Company" with the term "NACCO Materials Handling Group, Inc." each time
it appears therein.
<PAGE> 2
SECTION 5
Section 2.5 of the Plan is hereby amended in its entirety to read as
follows:
"SECTION 2.5. EMPLOYER shall mean the Company and NACCO Industries,
Inc."
SECTION 6
The first sentence of Section 2.7 of the Plan is hereby amended in
its entirety to read as follows:
"PARTICIPANT shall mean a Participant in one of the Qualified Plans
who is an Employee of an Employer on or after the Effective Date and
whose benefit under such Qualified Plan is limited by the application
of Section 401(a)(17) or 415 of the Code."
SECTION 7
The second sentence of Section 2.7 of the Plan is hereby amended by
deleting the phrase "of Yale" therefrom.
SECTION 8
Section 2.12 of the Plan is hereby deleted in its entirety.
EXECUTED this day of , 1993.
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HYSTER COMPANY
By
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Title:
2
<PAGE> 1
Exhibit 10(lxxxx)
AMENDMENT NO. 1
TO THE
HYSTER-YALE MATERIALS HANDLING, INC.
ANNUAL INCENTIVE COMPENSATION PLAN
Hyster-Yale Materials Handling, Inc. hereby adopts this Amendment No.
1 to the Hyster-Yale Materials Handling, Inc. Annual Incentive Compensation
Plan (the "Plan") to reflect the transfer of sponsorship of the Plan from the
Company to Hyster Company (and its successors) effective as of December 31,
1993.
SECTION 1
Section 1 of the Plan is hereby amended in its entirety to read as
follows:
"GENERAL. Hyster Company (and its successors) (the `Company'), as
successor sponsor to Hyster-Yale Materials Handling, Inc. has established an
Annual Incentive Compensation Plan (the `Plan') as part of a competitive
compensation program for the officers and key management employees of the
Company."
Executed this day of , 1993.
----- ----------------
HYSTER-YALE MATERIALS
HANDLING, INC.
By:
----------------------------
Title:
Hyster Company hereby accepts sponsorship of the Plan and agrees with
the terms of this Amendment.
HYSTER COMPANY
By:
----------------------------
Title:
<PAGE> 1
Exhibit 10 (lxxxxi)
THIRTEENTH AMENDMENT
TO
YALE MATERIALS HANDLING CORPORATION
PROFIT SHARING RETIREMENT PLAN
The Yale Materials Handling Corporation Profit Sharing Retirement
Plan (the "Plan"), established effective as of December 1, 1983, as amended, is
hereby further amended in the following respect. The provisions of this
Amendment shall be effective as of January 1, 1993. Words and phrases used
herein with initial capital letters which are defined in the Plan are used
herein as so defined.
SECTION 1
Section 8.4 of the Plan is hereby amended by adding the following new
paragraph to the end thereof:
"Notwithstanding any provision of the Plan to the contrary, to the
extent required under Section 401(a)(31) of the Code, a Participant or spousal
Beneficiary (including alternate payees under the terms of a `qualified
domestic relations order' under Code Section 414(p)) may elect to directly
transfer a distribution from the Plan which satisfies the requirements of an
`eligible rollover distribution' under Section 402(c)(4) of the Code into an
eligible retirement plan. The Committee shall adopt, and may amend from time
to time, rules of uniform application governing such direct transfers."
EXECUTED this _____ day of _______________, 1993.
YALE MATERIALS HANDLING CORPORATION
By:________________________________
Title:
<PAGE> 1
Exhibit 10 (lxxxxiii)
AMENDMENT NO. 2
TO THE
HYSTER-YALE MATERIALS HANDLING, INC.
LONG-TERM INCENTIVE COMPENSATION PLAN
Hyster-Yale Materials Handling, Inc. hereby adopts this Amendment No.
2 to the Hyster-Yale Materials Handling, Inc. Long- Term Incentive Compensation
Plan (the "Plan") to reflect the transfer of sponsorship of the Plan from the
Company to Hyster Company (and its successors) effective as of December 31,
1993.
SECTION 1
Section 1 of the Plan is hereby amended by deleting the phrase
"Hyster-Yale Materials Handling, Inc. (the `Company')" and replacing it with
the phrase "Hyster Company (and its successors in interest) (the `Company')."
Executed this day of , 1993.
----- ----------------
HYSTER-YALE MATERIALS
HANDLING, INC.
By:
----------------------------
Title:
Hyster Company hereby accepts sponsorship of the Plan and agrees with
the terms of this Amendment.
HYSTER COMPANY
By:
----------------------------
Title:
<PAGE> 1
Exhibit 21(i)
SUBSIDIARIES OF HYSTER-YALE MATERIALS HANDLING. INC.
<TABLE>
As of the date of the Annual Report on Form 10-K to which
this is an Exhibit, the subsidiaries of Hyster-Yale Materials
Handling were as follows:
<CAPTION>
NAME INCORPORATION
<S> <C>
Hyster Australia Pty. Ltd. Australia
Hyster B.V. Netherlands
Hyster Europe Limited United Kingdom
NACCO Materials Handling Group, Inc. Delaware
NACCO Materials Handling Group Ltd. United Kingdom
NACCO Materials Handling (Scotland) Ltd. Scotland
NACCO Materials Handling (N.I.) Ltd. Northern Ireland
Yale Europe Materials Handling Ltd. United Kingdom
</TABLE>
- -----------------------------------------------------------------------
Certain subsidiaries of the Company which, considered in the
aggregate, would not constitute a "significant subsidiary" within
the meaning of Rule 1-02 contained in Regulation S-X have been
omitted.
<PAGE> 1
Exhibit 24(i)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits there to, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Owsley Brown II
---------------------------------------
Owsley Brown II
Date: Mar 15 94
-------------------------
<PAGE> 1
Exhibit 24(ii)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ John J. Dwyer
--------------------------------------
John J. Dwyer
Date: March 9, 1994
-------------------------
<PAGE> 1
Exhibit 24(iii)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, p!ace and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Robert M. Gates
-------------------------------------------
Robert M. Gates
Date: 3 - 9 - 94
-------------------------
<PAGE> 1
Exhibit 24(iv)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ E. Bradley Jones
--------------------------------------
E. Bradley Jones
Date: 3/14/94
----------------------------
<PAGE> 1
Exhibit 24(v)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Dennis W. LaBarre
-------------------------
Dennis W. LaBarre
DATE: March 9, 1994
<PAGE> 1
Exhibit 24(vi)
POWER Of ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-In-fact, with full power of substitution
and revocation, for the undersigned and In the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents In connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-In-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done In and about the premises, as fully to all
intents and purposes as the undersigned might or could do In person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Yoshinori Ohno
-----------------------
Yoshinori Ohno
Date:
<PAGE> 1
Exhibit 24(vii)
POWER OF ATTORNEY
KNOW ALL MEN BY ThESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/Alfred M. Rankin, Jr.
-------------------------
Alfred M. Rankin, Jr.
Date: 3/9/94
<PAGE> 1
Exhibit 24(viii)
POWER Of ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-In-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersIgned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents In connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-In-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done In and about the premises, as fully to all
Intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/Claiborne R. Rankin
------------------------
Claiborne R. Rankin
Date: March 22, 1994
<PAGE> 1
Exhibit 24(ix)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/John C. Sawhill
-------------------
John C. Sawhill
Date: 3/9/94
<PAGE> 1
Exhibit 24(x)
POWER OF ATTORNEY
KNOW ALL MEN BY ThESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/Ward Smith
-----------------------
Ward Smith
Date: 3/9/94
<PAGE> 1
Exhibit 24(xi)
POWER OF ATTORNEY
KNOW ALL MEN BY ThESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits there to, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/Britton T. Taplin
-------------------------
Britton T. Taplin
Date: 3/9/94
<PAGE> 1
Exhibit 24(xii)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/Frank E. Taplin, Jr.
------------------------
Frank E. Taplin, Jr.
Date: March 9, 1994
<PAGE> 1
Exhibit 24(xiii)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I.
Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale
Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K
for the fiscal year ended December 31, 1993, and to sign any and all amendments
to such Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/Richard B. Tullis
-----------------------------
Richard B. Tullis
Date: March 9, 1994
