SEC Form SC 13D/A filed by NACCO Industries Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)

 

 

NACCO Industries, Inc.

(Name of Issuer)

Class B Common Stock, par value $1.00 per share

(Title of Class of Securities)

629579202

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive

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).

 

 

 

CUSIP No. 629579202		Schedule 13D/A		Page 2 of 8

 

1		NAME OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)    Alfred M. Rankin, Jr.
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    203,972
				8		SHARED VOTING POWER    872,371
				9		SOLE DISPOSITIVE POWER    203,972
				10		SHARED DISPOSITIVE POWER    872,371

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,076,343
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    68.74%
14		TYPE OF REPORTING PERSON*    IN

CUSIP No. 629579202		Schedule 13D/A		Page 3 of 8

 

1		NAME OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)    Roger F. Rankin
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    204,919
				8		SHARED VOTING POWER    872,371
				9		SOLE DISPOSITIVE POWER    204,919
				10		SHARED DISPOSITIVE POWER    872,371

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,077,290
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    68.80%
14		TYPE OF REPORTING PERSON*    IN

CUSIP No. 629579202		Schedule 13D/A		Page 4 of 8

 

1		NAME OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)    Alison A. Rankin
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    0
				8		SHARED VOTING POWER    204,919
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    1,077,290

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,077,290
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    68.80%
14		TYPE OF REPORTING PERSON*    IN

CUSIP No. 629579202		Schedule 13D/A		Page 5 of 8

 

Part II to Schedule 13D

This Amendment No. 17 to Schedule 13D (this “Amendment No. 17”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock (the “Class B Common”) of NACCO Industries, Inc. (the “Issuer”) held by Rankin Associates I, L.P., a Delaware limited partnership (the “Partnership”), that appeared in the Amended and Restated Schedule 13D filed by the Reporting Persons on March 27, 2002 (the “Initial Filing”), as amended on October 24, 2002 (the “Amendment No. 1”), as further amended on February 17, 2004 (the “Amendment No. 2”), as further amended on February 15, 2005 (the “Amendment No. 3”), as further amended on February 14, 2006 (the “Amendment No. 4”), as further amended on February 13, 2008 (the “Amendment No. 5”), as further amended on February 16, 2010 (the “Amendment No. 6”), as further amended on February 14, 2011 (the “Amendment No. 7”), as further amended on February 14, 2012 (the “Amendment No. 8”), as further amended on February 14, 2013 (the “Amendment No. 9”), as further amended on February 14, 2014 (the “Amendment No. 10”), as further amended on February 13, 2015 (the “Amendment No. 11”), as further amended on February 14, 2017 (the “Amendment No. 12”), as further amended on February 13, 2018 (the “Amendment No. 13”), as further amended on February 12, 2021 (the “Amendment No. 14”), as further amended on February 11, 2022 (the “Amendment No. 15”) and as further amended on February 10, 2023 (the “Amendment No. 16”, and, collectively, the “Filings”). This Amendment No. 17 (a) updates certain information with respect to certain Reporting Persons under the Filings and (b) reflects the acquisitions and/or dispositions 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)–(c) Item 2 of the Filings is hereby amended as follows:

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, a Delaware corporation at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Executive Chairman of Hyster-Yale Materials Handling, Inc. at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Non-Executive Chairman of the Company at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

 

Item 5.

Interest in Securities of the Issuer.

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 to dispose of 203,972 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by the Partnership with the other general partners of the Partnership and shares the power to dispose of the 472,371 shares of Class B Common held by the Partnership with the other general partners and limited partners of the Partnership and (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV. Collectively, the 1,076,343 shares of Class B Common beneficially owned by Alfred M. Rankin, Jr. constitute approximately 68.74% 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 by the following:

CUSIP No. 629579202		Schedule 13D/A		Page 6 of 8

 

Roger F. Rankin. Mr. Rankin has the sole power to vote and to dispose of 204,919 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by the Partnership with the other general partners of the Partnership and shares the power to dispose of the 472,371 shares of Class B Common held by the Partnership with the other general partners and limited partners of the Partnership and (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV. Collectively, the 1,077,290 shares of Class B Common beneficially owned by Roger F. Rankin constitute approximately 68.80% of the Class B Common outstanding as of December 31, 2023.

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

Alison A. Rankin. Ms. Rankin is deemed to share with her spouse (Roger F. Rankin) the power to vote and to dispose of 204,919 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by the Partnership with the general partners and other limited partners of the Partnership and (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV. Collectively, the 1,077,290 shares of Class B Common beneficially owned by Alison A. Rankin constitute approximately 68.80% of the Class B 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:

Effective February 9, 2024, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders’ Agreement amending the Amended and Restated Stockholders’ Agreement to add additional and remove certain Participating Stockholders under the Stockholders’ Agreement. A copy of the Fifth Amendment to the Amended and Restated Stockholders’ Agreement is attached hereto as Exhibit 31 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:

 

Exhibit 31		Fifth Amendment to Amended and Restated Stockholders’ Agreement, dated as of February 9, 2024, by and between the Depository, the Issuer, the new Participating Stockholders and the Participating Stockholders (incorporated by reference to Exhibit 69 filed with Amendment No. 30 to the Statement on Schedule 13D, filed by the Reporting Persons named therein on February 12, 2024, Commission File Number 005-38001).

[Signatures begin on the next page.]

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

CUSIP No. 629579202		Schedule 13D/A		Page 7 of 8

 

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 12, 2024

 

CUSIP No. 629579202		Schedule 13D/A		Page 8 of 8

 

 

*	The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 26 of the Filings.