SEC Form SC 13D/A filed by Hyster-Yale Materials Handling Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Hyster-Yale Materials Handling, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

499172105

(CUSIP Number)

Britton T. Taplin

1550 17^{th Street, Suite 500}

Denver, Colorado 80202

(303) 892-9400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2024

(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).

 

 

 

 

1		NAME OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)    Britton T. Taplin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*     OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    USA

NUMBER OF SHARES   BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    392,519
				8		SHARED VOTING POWER    577,702
				9		SOLE DISPOSITIVE POWER    392,519
				10		SHARED DISPOSITIVE POWER    577,702

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    970,221
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    7.07%
14		TYPE OF REPORTING PERSON*    IN

 

 

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Part II to Schedule 13D

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class A Common Stock, par value $0.01 per share (“Class A Common”), of Hyster-Yale Materials Handling, Inc. (the “Issuer”) held by Abigail LLC, a Colorado limited liability company (“Abigail”), that appeared in the Schedule 13D filed by the Reporting Persons on February 14, 2022 (the “Initial Filing”), as amended by Amendment No. 1 filed on February 14, 2023 (collectively with the Initial Filing, the “Filings”). This Amendment No. 2 (a) updates certain information with respect to certain Reporting Persons under the Initial Filing and (b) reflects the acquisition and/or disposition of shares of Class A Common by certain Reporting Persons. Capitalized terms used herein but not defined herein have the meanings assigned to them in the Filings.

 

Item 2.

Identity and Background.

The statements under the heading Abigail LLC, which appear in the Filings, are hereby deleted and replaced by the following:

Abigail LLC. Abigail is a Colorado limited liability company. Its principal business is to hold certain assets, including shares of Class A Common, beneficially owned by certain of the Reporting Persons. The address of its principal business and its principal office is 5910 South University Boulevard, Unit C-18, Box 434, Greenwood Village, Colorado 801212879. The following Reporting Persons are the Managers and remaining Members of Abigail: the estate of Theodore D. Taplin, Britton T. Taplin and Frank F. Taplin.

The statements under the heading Frank F. Taplin, which appear in the Filings, are hereby deleted and replaced by the following:

Frank F. Taplin. Mr. Taplin’s resident address is 1110 N Virgil Avenue #406, Los Angeles, California 90029. He is self-employed.

 

Item 5.

Interest in Securities of the Issuer.

The statements under the heading Abigail LLC, which appear in the Filings, are hereby deleted and replaced by the following:

Abigail LLC. Abigail is made up of the individuals and entities holding ownership interests in Abigail. Abigail may be deemed to be a “group” as defined under the Act and therefore may be deemed as a group to beneficially own 326,532 shares of Class A Common held by Abigail. Although Abigail holds the 326,532 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. The estate of Theodore D. Taplin, Britton T. Taplin and Frank F. Taplin (the “Taplin Family”), as Members, are deemed to share the power to vote and dispose of such shares of Class A Common. Collectively, the 326,532 shares of Class A Common beneficially owned by Abigail constitute approximately 2.38% of the Class A Common outstanding as of December 31, 2023.

The statements under the heading Britton T. Taplin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Britton T. Taplin. Mr. Britton Taplin has the sole power to vote and dispose of 392,519 shares of Class A Common. Mr. Britton Taplin is deemed to share with his spouse (DiAhn E. Taplin) the power to vote and dispose of 11,510 shares of Class A Common, is deemed to share with the Taplin Family the power to vote and dispose of 326,532 shares of Class A Common held by Abigail and is deemed to share with the Taplin Family the power to vote and dispose of 239,660 shares of Class A Common held by Corky, LLC, a Colorado limited liability company (“Corky”). Collectively, the 970,221 shares of Class A Common beneficially owned by Mr. Britton Taplin constitute approximately 7.07% of the Class A Common outstanding as of December 31, 2023.

The statements under the heading Frank F. Taplin, which appear in the Filings, are hereby deleted and replaced by the following:

Frank F. Taplin. Mr. Frank Taplin has the sole power to vote and dispose of 387,872 shares of Class A Common. Mr. Frank Taplin is deemed to share with the Taplin Family the power to vote and dispose of 326,532 shares of Class A Common held by Abigail and is deemed to share with the Taplin Family the power to vote and dispose of 239,660 shares of Class A Common held by Corky. Collectively, the 950,064 shares of Class A Common beneficially owned by Mr. Frank Taplin constitute approximately 6.93% of the Class A Common outstanding as of December 31, 2023.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information provided with respect to the Stockholders’ Agreement is hereby amended by inserting at the end thereof the following:

Stockholders’ Agreement

Effective February 12, 2024, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders’ Agreement amending the Stockholders’ Agreement to add an additional Participating Stockholder and remove certain Participating Stockholders under the Stockholders’ Agreement. A copy of the Amendment to the Stockholders’ Agreement is attached hereto as Exhibit 17 and is incorporated herein by reference in its entirety.

 

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Initial Filing is hereby amended by adding the following:

 

Exhibit 17		Thirteenth Amendment to Stockholders’ Agreement, dated as of February 12, 2024, by and among the Issuer, the new Participating Stockholder and the Participating Stockholders (incorporated by reference to Exhibit 43 filed with Amendment No. 12 to the Statement on Schedule 13D, filed by the Reporting Persons named therein on February 13, 2024, Commission File Number 005-87003).

[Signatures begin on the next page.]

[The remainder of this page was intentionally left blank.]

 

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2024

 

 

*	The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 15 of the Filings.

 

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