Amendment: SEC Form SCHEDULE 13D/A filed by Hyster-Yale Inc.
$HY
Construction/Ag Equipment/Trucks
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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Hyster-Yale, Inc. (Name of Issuer) |
Class B Common Stock, par value $0.01 per share (Title of Class of Securities) |
449172204 (CUSIP Number) |
Alfred M. Rankin, Jr. 5875 Landerbrook Drive, Suite 300 Cleveland, OH, 44124-4017 (440) 449-9600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 449172204 |
| 1 |
Name of reporting person
AMR Associates, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
324,704.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 449172204 |
| 1 |
Name of reporting person
Clara T. Rankin Williams | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,203,070.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
92.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 449172204 |
| 1 |
Name of reporting person
Helen R. Butler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,205,870.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
92.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 449172204 |
| 1 |
Name of reporting person
Alfred M. Rankin, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,217,230.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
93.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Hyster-Yale, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5875 Landerbrook Drive, Suite 300, Cleveland,
OHIO
, 44124-4017. | |
Item 1 Comment:
Part II Schedule 13D/A
This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock of Hyster-Yale, Inc. (the "Issuer") held by AMR Associates, L.P., a Delaware limited partnership, that appeared in the Schedule 13D filed by the Reporting Persons on March 10, 2017 (the "Initial Filing") as amended by Amendment No. 1 filed on February 14, 2018 ("Amendment No. 1"), as further amended by Amendment No. 2 filed on February 14, 2019 ("Amendment No. 2"), as further amended by Amendment No. 3 filed on February 13, 2020 ("Amendment No. 3"), as further amended by Amendment No. 4 filed on February 12, 2021 ("Amendment No. 4"), as further amended by Amendment No. 5 filed on February 14, 2022 ("Amendment No. 5"), as further amended by Amendment No. 6 filed on February 14, 2023 ("Amendment No. 6") and as further amended by Amendment No. 7 filed on February 13, 2024 (together with the Initial Filing and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the "Filings"). This Amendment No. 8 (a) updates certain information with respect to certain Reporting Persons under the Filings and (b) reflects the acquisition and/or disposition of shares of Class B Common by certain Reporting Persons. Capitalized items used herein but not defined herein have the meanings assigned to them in the Filings. | ||
| Item 2. | Identity and Background | |
| (a) | The statements under the heading Clara T. Rankin Williams, which appear in the Filings, are hereby deleted and replaced by the following:
Clara T. Rankin Williams. Ms. Williams' resident address is 1654 N. Dayton Street, Chicago, Illinois 60614. She is Chief Executive Officer of the Clara Williams Company.
The statements under the heading HRB 2020 GST Trust for Clara R. Butler, which appear in the Filings, are hereby deleted and replaced by the following:
HRB 2020 GST Trust for Clara R. Butler. Clara T. Rankin Williams is the trustee of the trust. Ms. Williams' resident address is 1654 N. Dayton Street, Chicago, Illinois 60614. She is Chief Executive Officer of the Clara Williams Company.
The statements under the heading HRB 2020 GST Trust for Griffin B. Butler, which appear in the Filings, are hereby deleted and replaced by the following:
HRB 2020 GST Trust for Griffin B. Butler. Clara T. Rankin Williams is the trustee of the trust. Ms. Williams' resident address is 1654 N. Dayton Street, Chicago, Illinois 60614. She is Chief Executive Officer of the Clara Williams Company.
The following new Reporting Person shall be added:
Alfred M. Rankin, Jr. Mr. Rankin's resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124, (b) Non-Executive Chairman of Hamilton Beach Brands Holding Company at 4421 Waterfront Dr., Glen Allen, Virginia 23060 and (c) Non-Executive Chairman of NACCO Industries, Inc. at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Filings is hereby amended by inserting at the end thereof the following:
Subsequently, one of the Reporting Persons transferred certain of such Class B Common shares to AMR Associates on March 12, 2025 as capital contributions, pursuant to the Fourth Amendment to the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The statements under the heading Clara T. Rankin Williams, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Clara T. Rankin Williams. Ms. Williams shares the power to vote 324,704 shares of Class B Common and shares the power to dispose of 3,203,070 shares of Class B Common. Collectively, the 3,203,070 shares of Class B Common beneficially owned by Ms. Williams constitute approximately 92.7% of the Class B Common outstanding as of March 12, 2025.
The statements under the heading Helen R. Butler, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Helen R. Butler. Ms. Butler shares the power to vote 324,704 shares of Class B Common and shares the power to dispose of 3,205,870 shares of Class B Common. Collectively, the 3,205,870 shares of Class B Common beneficially owned by Ms. Butler constitute approximately 92.8% of the Class B Common outstanding as of March 12, 2025.
The following new Reporting Person shall be added:
Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 14,160 shares of Class B Common, shares the power to vote 2,878,366 shares of Class B Common and shares the power to dispose of 3,203,070 shares of Class B Common. Collectively, the 3,217,230 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 93.1% of the Class B Common outstanding as of March 12, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information provided with respect to the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P. under the heading AMR Associates, L.P., which appears in the Initial Filing, is hereby amended by inserting at the end thereof the following:
AMR Associates, L.P.
Effective August 8, 2023, the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P. was amended to allow the use of abbreviated names of the partners, as listed in Schedules A and B thereto, for record keeping purposes. A copy of the Second Amendment to the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P. is attached hereto as Exhibit 40 and is incorporated herein in its entirety by reference thereto.
Effective June 13, 2024, the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P. was amended to eliminate the Class A-1 Limited Partnership Interests. A copy of the Third Amendment to the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P. is attached hereto as Exhibit 41 and is incorporated herein in its entirety by reference thereto.
Effective March 12, 2025, the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P. was amended to add an additional limited partner to AMR Associates, L.P. A copy of the Fourth Amendment to the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P. is attached hereto as Exhibit 42 and is incorporated herein in its entirety by reference thereto. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Filings is hereby amended by adding the following:
Exhibit 40: Second Amendment to the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P., dated as of August 8, 2023.
Exhibit 41: Third Amendment to the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P., dated as of June 13, 2024.
Exhibit 42: Fourth Amendment to the First Amended and Restated Limited Partnership Agreement of AMR Associates, L.P., dated as of March 12, 2025.
Exhibit 43: Joint Filing Agreement.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
(1) On behalf of herself and as: Attorney-in-Fact for CRW 2020 GST Trust for Margo J.V. Williams*; Attorney-in-Fact for CRW 2020 GST Trust for Helen C. Williams*; Attorney-in-Fact for HRB 2020 GST Trust for Clara R. Butler*; Attorney-in-Fact for HRB 2020 GST Trust for Griffin B. Butler*
*The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 30 of the Filings; **The power of attorney authorizing the above named individual to act on behalf of the foregoing Reporting Person is included in Exhibit 40 of the Filings. |