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. 12)

HYSTER-YALE MATERIALS HANDLING, 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, Ohio 44124-4017

(440) 449-9600

(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).

Part II to Schedule 13D/A

This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock, par value $0.01 per share (“Class B Common”), of Hyster-Yale Materials Handling, Inc. (the “Issuer”) held by certain signatories to the Stockholders’ Agreement, dated as of September 12, 2012, among the stockholders party thereto and the Issuer (as amended on December 31, 2012, January 18, 2013, March 27, 2015, December 29, 2015, December 2, 2016, December 22, 2016, February 6, 2017, October 30, 2018, December 5, 2019, December 31, 2020, December 7, 2021, December 12, 2022 and February 12, 2024 the “Stockholders’ Agreement”), that appeared in the Schedule 13D filed by the Reporting Persons on October 9, 2012 (the “Initial Filing”), as amended by Amendment No. 1 filed on February 14, 2013 (“Amendment No. 1”), as further amended by Amendment No. 2 filed on February 14, 2014 (“Amendment No. 2”), as further amended by Amendment No. 3 filed on February 17, 2015 (“Amendment No. 3”), as further amended by Amendment No. 4. filed on February 16, 2016 (“Amendment No. 4”), as further amended by Amendment No. 5 filed on February 14, 2017 (“Amendment No. 5”), as further amended by Amendment No. 6 filed on February 14, 2018 (“Amendment No. 6”), as further amended by Amendment No. 7 filed on February 14, 2019 (“Amendment No. 7”), as further amended by Amendment No. 8 filed on February 13, 2020 (“Amendment No. 8”), as further amended by Amendment No. 9 filed on February 12, 2021 (“Amendment No. 9”), as further amended by Amendment No. 10 filed on February 14, 2022 (“Amendment No. 10”) and as further amended by Amendment No. 11 filed on February 14, 2023 (together with the Initial Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, the “Filings”). This Amendment No. 12 (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 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 Alfred M. Rankin, Jr., which appear in the Filings, are hereby deleted and replaced by the following:

Alfred M. Rankin, Jr. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Non-Executive Chairman of Hamilton Beach Brands Holding Company at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Executive Chairman of the Issuer at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Non-Executive Chairman of NACCO Industries, Inc. at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

The statements under the heading 2012 Helen R. Butler GST Trust, which appear in the Filings, are hereby deleted and replaced by the following:

2012 Helen R. Butler GST Trust. Helen R. Butler is the trustee of the trust. Ms. Butler’s resident address is 7575 Old Mill Rd, P.O. Box 477, Gates Mills, OH 44040. She is a Sales Associate at Wool and Willow.

The statements under the heading 2012 Clara R. Williams GST Trust, which appear in the Filings, are hereby deleted and replaced by the following:

2012 Clara R. Williams GST Trust. Clara R. Williams is the trustee of the trust. Ms. Williams’ resident address is 1654 N. Dayton Street, Chicago, Illinois 60614. She is a jewelry designer.

The following new Reporting Person shall be added:

Jacob Alan Kuipers Main Trust u/a/d April 26, 2016, as amended. Jacob A. Kuipers is the trustee of the trust. Mr. Kuipers’ address is 150 Miles Road, Chagrin Falls, Ohio 44022. Mr. Kuipers is a Partner with McDermott Will & Emery.

The statements under the heading Martha S. Kelly, which appear in the Filings, are hereby deleted in their entirety.

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The statements under the heading Susan Sichel, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Jennifer T. Jerome, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Caroline T. Ruschell, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading David F. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Beatrice B. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Thomas E. Taplin, Jr., which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Theodore D. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Britton T. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Frank F. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Trust created under the Agreement, dated August 26, 1974, between National City Bank, as trustee, and Thomas E. Taplin, Jr., for the benefit of Thomas E. Taplin, Jr., which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin, which appear in the Filings, are hereby deleted in their entirety.

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The statements under the heading Cory Freyer, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Jennifer Dickerman, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading DiAhn Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Alfred M. Rankin, Jr.’s 2011 Grantor Retained Annuity Trust, which appear in the Filings, are hereby deleted in their entirety.

Item 5. Interest in Securities of the Issuer.

(a)—(b) Although each Reporting Person disclaims beneficial ownership of any shares of Class B Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 3,301,718 shares of Class B Common, the aggregate number of shares of Class B Common that are subject to the terms of the Stockholders’ Agreement, representing 95.15% of the outstanding Class B Common as of December 31, 2023.

The statements under the heading Alfred M. Rankin, Jr., which appear in the Filings, are hereby deleted and replaced by the following:

Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 65,058 shares of Class B Common, shares the power to vote 2,878,366 Class B Common and shares the power to dispose of 2,878,366 shares of Class B Common. Collectively, the 2,943,424 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 84.83% of the Class B Common outstanding as of December 31, 2023.

The statements under the heading Victoire G. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Victoire G. Rankin. Ms. Rankin shares the power to dispose of 2,943,424 shares of Class B Common. Collectively, the 2,943,424 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 84.83% of the Class B Common outstanding as of December 31, 2023.

The statements under the heading Roger F. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 51,136 shares of Class B Common, shares the power to vote 2,878,366 Class B Common and shares the power to dispose of 2,878,366 shares of Class B Common. Collectively, the 2,929,502 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 84.43% of the Class B Common outstanding as of December 31, 2023.

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The statements under the heading Alison A. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Alison A. Rankin. Ms. Rankin shares the power to dispose of 2,929,502 shares of Class B Common. Collectively, the 2,929,502 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 84.43% of the Class B Common outstanding as of December 31, 2023.

The statements under the heading Claiborne R. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 30,552 shares of Class B Common, shares the power to vote 2,878,366 Class B Common and shares the power to dispose of 2,878,366 shares of Class B Common. Collectively, the 2,908,918 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 83.83% of the Class B Common outstanding as of December 31, 2023.

The statements under the heading Chloe O. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Chloe O. Rankin. Ms. Rankin shares the power to dispose of 2,908,918 shares of Class B Common. Collectively, the 2,908,918 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 83.83% of the Class B Common outstanding as of December 31, 2023.

The following new Reporting Person shall be added:

Jacob Alan Kuipers Main Trust u/a/d April 26, 2016, as amended. The trust has no power to vote or dispose of any shares of Class B Common. Jacob A. Kuipers, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The statements under the heading Martha S. Kelly, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Susan Sichel, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Jennifer T. Jerome, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Caroline T. Ruschell, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading David F. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Beatrice B. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Thomas E. Taplin, Jr. which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Theodore D. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Britton T. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Frank F. Taplin, which appear in the Filings, are hereby deleted in their entirety.

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The statements under the heading The Trust created under the Agreement, dated August 26, 1974, between National City Bank, as trustee, and Thomas E. Taplin, Jr., for the benefit of Thomas E. Taplin, Jr., which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Cory Freyer, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Jennifer Dickerman, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading DiAhn Taplin, which appear in the Filings, are hereby deleted in their entirety.

The statements under the heading Alfred M. Rankin, Jr.’s 2011 Grantor Retained Annuity Trust, which appear in the Filings, are hereby deleted in their entirety.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information provided in the Filings 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 43 and is incorporated herein in its entirety.

Item 7. Material to be Filed as Exhibits.

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

[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

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