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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NACCO Industries Inc | NYSE:NC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.53 | 4.83% | 33.22 | 33.94 | 30.72 | 32.50 | 25,685 | 00:59:59 |
Delaware
|
|
3537
|
|
34-1505819
|
(State or Other Jurisdiction of
|
|
(Primary Standard Industrial
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Classification Code Number)
|
|
Identification Number)
|
Large accelerated filer
o
|
|
Accelerated filer
þ
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
•
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2016; and
|
•
|
The descriptions of Class A common stock set forth in the registration statement on Form 8-B filed June 6, 1986.
|
|
Year Ended December 31
|
||||||||||||||||||
|
2016
(1)
|
|
2015
|
|
2014
(1)
|
|
2013
|
|
2012
(2)
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Operating Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
856,438
|
|
|
$
|
915,860
|
|
|
$
|
896,782
|
|
|
$
|
932,666
|
|
|
$
|
873,364
|
|
Operating profit (loss)
|
$
|
41,715
|
|
|
$
|
31,827
|
|
|
$
|
(66,309
|
)
|
|
$
|
61,336
|
|
|
$
|
67,642
|
|
Income (loss) from continuing operations
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
|
$
|
44,450
|
|
|
$
|
42,163
|
|
Discontinued operations, net of tax
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,535
|
|
|||||
Net income (loss)
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
|
$
|
44,450
|
|
|
$
|
108,698
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.34
|
|
|
$
|
3.14
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.48
|
|
|
$
|
5.04
|
|
Discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.93
|
|
|||||
Basic earnings (loss) per share
|
$
|
4.34
|
|
|
$
|
3.14
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.48
|
|
|
$
|
12.97
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.32
|
|
|
$
|
3.13
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.47
|
|
|
$
|
5.02
|
|
Discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.90
|
|
|||||
Diluted earnings (loss) per share
|
$
|
4.32
|
|
|
$
|
3.13
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.47
|
|
|
$
|
12.92
|
|
(1)
|
During 2014, NACoal recorded a non-cash, asset impairment charge of $105.1 million for Centennial Natural Resource's ("Centennial") long-lived asset group. Centennial ceased active mining operations at the end of 2015. During the third quarter of 2016, North American Coal recorded an additional non-cash impairment charge of $17.4 million related to Centennial's assets.
|
(2)
|
During 2012, NACCO spun-off Hyster-Yale
Materials Handling, Inc. ("Hyster-Yale")
, a former subsidiary. The results of operations of Hyster-Yale are reflected as discontinued operations in the table above.
|
|
Year Ended December 31
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands, except per share data, share amounts and employee data)
|
||||||||||||||||||
Balance Sheet Data at December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
668,021
|
|
|
$
|
655,408
|
|
|
$
|
770,520
|
|
|
$
|
809,956
|
|
|
$
|
776,306
|
|
Long-term debt
|
$
|
120,295
|
|
|
$
|
160,113
|
|
|
$
|
191,431
|
|
|
$
|
152,431
|
|
|
$
|
135,448
|
|
Stockholders' equity
|
$
|
220,293
|
|
|
$
|
201,138
|
|
|
$
|
211,474
|
|
|
$
|
297,780
|
|
|
$
|
281,331
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends
(1)
|
$
|
1.0650
|
|
|
$
|
1.0450
|
|
|
$
|
1.0225
|
|
|
$
|
1.0000
|
|
|
$
|
5.3775
|
|
Market value at December 31
|
$
|
90.55
|
|
|
$
|
42.20
|
|
|
$
|
59.36
|
|
|
$
|
62.19
|
|
|
$
|
60.69
|
|
Stockholders' equity at December 31
|
$
|
32.50
|
|
|
$
|
29.42
|
|
|
$
|
29.23
|
|
|
$
|
37.83
|
|
|
$
|
33.68
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Actual shares outstanding at December 31
|
6.779
|
|
|
6.837
|
|
|
7.236
|
|
|
7.872
|
|
|
8.353
|
|
|||||
Basic weighted average shares outstanding
|
6.818
|
|
|
7.001
|
|
|
7.590
|
|
|
8.105
|
|
|
8.384
|
|
|||||
Diluted weighted average shares outstanding
|
6.854
|
|
|
7.022
|
|
|
7.590
|
|
|
8.124
|
|
|
8.414
|
|
|||||
Total employees at December 31
(2)
|
3,600
|
|
|
3,600
|
|
|
4,000
|
|
|
4,100
|
|
|
4,300
|
|
(1)
|
2012 cash dividends include a one-time special cash dividend of $3.50 per share. The 25 cent dividend paid in the fourth quarter of 2012 was the first regular quarterly dividend following the spin-off of Hyster-Yale.
|
(2)
|
Includes employees of Weston Brands beginning in 2014, Centennial from 2012 to 2014 and the unconsolidated mines for all years presented. Excludes employees of Hyster-Yale for all years presented.
|
•
|
the name of each selling stockholder;
|
•
|
the number of shares of Class A common stock owned by each selling stockholder immediately prior to the sale of shares offered by this prospectus;
|
•
|
the number of shares of Class A common stock offered for exchange by each selling stockholder by this prospectus; and
|
•
|
the percentage of ownership of Class A common stock of each selling stockholder immediately following the exchange of shares offered by this prospectus based on the number of shares of Class A common stock outstanding on
February 28, 2017
.
|
Name
|
|
Title of Class
|
|
Shares Beneficially
Owned Before this Offering(1)
|
|
Shares Offered
Pursuant to this Offering(1)
|
|
Shares Beneficially
Owned After this Offering(1)
|
|
Percentage of
Shares Owned After this Offering(1)
|
||||
Alfred M. Rankin, Jr.
(2)
|
|
Class A
|
|
824,853
|
|
|
93,874
|
|
|
638,907
|
|
|
12.15
|
%
|
Alfred M. Rankin, Jr., as Trustee of the Main Trust of Alfred M. Rankin Jr. created under the Agreement, dated September 28, 2000, as supplemented, amended and restated (the “Alfred Rankin Trust”)
(2)
|
|
Class A
|
|
300,191
|
|
|
93,874
|
|
|
206,317
|
|
|
3.92
|
%
|
Thomas T. Rankin
(3)
|
|
Class A
|
|
487,081
|
|
|
52,920
|
|
|
342,089
|
|
|
6.50
|
%
|
Thomas T. Rankin, as Trustee under the Agreement, dated December 29, 1967, as supplemented, amended and restated, with Thomas T. Rankin creating a revocable trust for the benefit of Thomas T. Rankin (the “Thomas Rankin Trust”)
(3)
|
|
Class A
|
|
53,085
|
|
|
52,920
|
|
|
165
|
|
|
**
|
|
Claiborne R. Rankin
(4)
|
|
Class A
|
|
458,495
|
|
|
28,128
|
|
|
338,295
|
|
|
6.43
|
%
|
Claiborne R. Rankin, as Trustee under the Agreement, dated June 22, 1971, as supplemented, amended and restated, with Claiborne R. Rankin creating a revocable trust for the benefit of Claiborne R. Rankin (the “Claiborne Rankin Trust”)
(4)
|
|
Class A
|
|
25,768
|
|
|
25,768
|
|
|
—
|
|
|
—
|
|
Roger F. Rankin
(5)
|
|
Class A
|
|
518,820
|
|
|
75,509
|
|
|
351,239
|
|
|
6.68
|
%
|
Roger F. Rankin, as Trustee under the Agreement, dated September 11, 1973, as supplemented, amended and restated, with Roger F. Rankin creating a trust for the benefit of Roger F. Rankin (the “Roger Rankin Trust”)
(5)
|
|
Class A
|
|
75,461
|
|
|
75,461
|
|
|
—
|
|
|
—
|
|
Rankin Associates IV, L.P.
(1)(6)
|
|
Class A
|
|
92,072
|
|
|
92,072
|
|
|
—
|
|
|
—
|
|
•
|
shares with his mother the power to vote and dispose of 9,600 shares of Class A common stock pursuant to an agreement with his mother, creating a trust for the benefit of her grandchildren;
|
•
|
shares with PNC Bank, N.A. (“PNC”) the power to vote and dispose of 21,286 shares of Class A common stock held by the A.M. Rankin Sr. GST Trusts for the benefit of Alfred M. Rankin, Sr.'s grandchildren;
|
•
|
shares with Rankin Management, Inc. ("RMI"), and the other partners of Rankin Associates II, L.P. ("Associates"), the power to dispose of 338,295 shares of Class A common stock held by the partnership;
|
•
|
shares with the other selling stockholders the power to vote the 92,072 shares of Class A common stock held by Rankin IV;
|
•
|
shares with the other partners of Rankin IV the power to dispose of the 92,072 shares of Class A common stock held by Rankin IV;
|
•
|
has the sole power to vote and dispose of 300,191 shares of Class A common stock held by the Alfred Rankin Trust;
|
•
|
has the sole power to vote and dispose of an additional 14,160 shares of Class A common stock held by him directly in an individual retirement account;
|
•
|
is deemed to share with his spouse the power to vote and dispose of 34,936 shares of Class A common stock owned by his spouse;
|
•
|
shares with his brother the power to vote and dispose of 14,313 shares of Class A common stock held in trust for the benefit of that brother; and
|
•
|
has acquired 63,098 shares of Class B common stock in exchange for 63,098 shares of Class A common stock pursuant to exchanges effected pursuant to the previously filed registration statements and prospectuses related to the exchange offer.
|
•
|
has sole power to vote and dispose of 53,085 shares of Class A common stock held by the Thomas Rankin Trust;
|
•
|
has the sole power to vote and dispose of seven shares, held by him directly in an individual account;
|
•
|
is deemed to share with his spouse the power to vote and to dispose of 3,622 shares of Class A common stock owned by his spouse;
|
•
|
shares with RMI and the other partners of Associates the power to dispose of 338,295 shares of Class A common stock held by the partnership;
|
•
|
shares with the other selling stockholders the power to vote the 92,072 shares of Class A common stock held by Rankin IV;
|
•
|
shares with the other partners of Rankin IV the power to dispose of the 92,072 shares of Class A common stock held by Rankin IV; and
|
•
|
has acquired 27,351 shares of Class B common stock in exchange for 27,351 shares of Class A common stock pursuant to exchanges effected pursuant to the previously filed registration statements and prospectuses related to the exchange offer.
|
•
|
has sole power to vote and dispose of 25,768 shares of Class A common stock held by the Claiborne Rankin Trust;
|
•
|
is deemed to share with his spouse the power to vote and dispose of 2,360 shares of Class A common stock owned by his spouse;
|
•
|
shares with RMI and the other partners of Associates the power to dispose of 338,295 shares of Class A common stock held by the partnership;
|
•
|
shares with the other selling stockholders the power to vote the 92,072 shares of Class A common stock held by Rankin IV;
|
•
|
shares with the other partners of Rankin IV the power to dispose of the 92,072 shares of Class A common stock held by Rankin IV; and
|
•
|
has acquired 27,489 shares of Class B common stock in exchange for 27,489 shares of Class A common stock pursuant to exchanges effected pursuant to the previously filed registration statements and prospectuses related to the exchange offer.
|
•
|
has sole power to vote and dispose of 75,461 shares of Class A common stock held by the Roger Rankin Trust;
|
•
|
is deemed to share with his spouse the power to vote and dispose of 4,133 shares of Class A common stock held in trust for their child, and 2,246 shares of Class A common stock held in trust for a second child held by his spouse as trustee of both trusts;
|
•
|
is deemed to share with his spouse the power to vote and dispose of 6,613 shares of Class A common stock owned by his spouse;
|
•
|
shares with RMI and the other partners of Associates the power to dispose of 338,295 shares of Class A common stock held by the partnership;
|
•
|
shares with the other selling stockholders the power to vote the 92,072 shares of Class A common stock held by Rankin IV;
|
•
|
shares with the other partners of Rankin IV the power to dispose of the 92,072 shares of Class A common stock held by Rankin IV; and
|
•
|
has acquired 42,734 shares of Class B common stock in exchange for 42,734 shares of Class A common stock pursuant to exchanges effected pursuant to the previously filed registration statements and prospectuses related to the exchange offer.
|
•
|
the name of each selling stockholder;
|
•
|
the number of shares of Class B common stock owned by each selling stockholder immediately prior to the exchange of shares offered by this prospectus;
|
•
|
the number of shares of Class B common stock that each selling stockholder may obtain if all of the shares of Class A common stock that each selling stockholder is offering by this prospectus are exchanged for shares of Class B common stock;
|
•
|
the percentage of ownership of Class B common stock of each selling stockholder immediately following the exchange of shares offered by this prospectus; and
|
•
|
the percentage of combined voting power of shares of Class A common stock and Class B common stock each selling stockholder will have immediately following the exchange of shares of Class A common stock for Class B common stock offered by this prospectus based on the number of shares of Class A and Class B common stock outstanding on
February 28, 2017
.
|
Name
|
|
Title of Class
|
|
Shares Beneficially
Owned Before this Offering(1)
|
|
Shares Offered
Pursuant to this Offering(1)
|
|
Shares Beneficially
Owned After this Offering(1)
|
|
Percentage of
Shares Owned After this Offering(1)
|
|
Percentage of
Combined Voting
Power of Shares of
Class A and Class B
Common Stock After this Offering(1)
|
|||||
Alfred M. Rankin, Jr.
(2)
|
|
Class B
|
|
824,961
|
|
|
93,874
|
|
|
1,010,907
|
|
|
64.35
|
%
|
|
51.26
|
%
|
Alfred M. Rankin, Jr., as Trustee of the Alfred Rankin Trust
(2)
|
|
Class B
|
|
44,662
|
|
|
93,874
|
|
|
138,536
|
|
|
8.82
|
%
|
|
7.59
|
%
|
Thomas T. Rankin
(3)
|
|
Class B
|
|
873,172
|
|
|
52,920
|
|
|
1,018,164
|
|
|
64.81
|
%
|
|
50.19
|
%
|
Thomas T. Rankin, as Trustee of the Thomas Rankin Trust
(3)
|
|
Class B
|
|
92,873
|
|
|
52,920
|
|
|
145,793
|
|
|
9.28
|
%
|
|
6.95
|
%
|
Claiborne R. Rankin
(4)
|
|
Class B
|
|
877,611
|
|
|
28,128
|
|
|
997,811
|
|
|
63.52
|
%
|
|
49.20
|
%
|
Claiborne R. Rankin, as Trustee of the Claiborne Rankin Trust
(4)
|
|
Class B
|
|
97,312
|
|
|
25,768
|
|
|
123,080
|
|
|
7.83
|
%
|
|
5.87
|
%
|
Roger F. Rankin
(5)
|
|
Class B
|
|
898,424
|
|
|
75,509
|
|
|
1,066,005
|
|
|
67.86
|
%
|
|
52.51
|
%
|
Roger F. Rankin, as Trustee of the Roger Rankin Trust
(5)
|
|
Class B
|
|
118,125
|
|
|
75,461
|
|
|
193,586
|
|
|
12.32
|
%
|
|
9.23
|
%
|
Rankin Associates IV, L.P.
(1)
|
|
Class B
|
|
307,928
|
|
|
92,072
|
|
|
400,000
|
|
|
25.46
|
%
|
|
19.08
|
%
|
(1)
|
Each of the Alfred Rankin Trust, Thomas Rankin Trust, Claiborne Rankin Trust and Roger Rankin Trust is a General
and Limited Partner of Rankin IV. As trustee and primary beneficiary of their respective trusts, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin shares the power to vote the 307,928 shares of Class B common stock held by Rankin IV with the other General Partners of Rankin IV and shares the power to dispose of the 307,928 shares of Class B common stock held by Rankin IV with the other General and Limited Partners of Rankin IV. As such, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin and each of their respective trusts are deemed to beneficially own the 307,928
shares of Class B common stock held by Rankin IV. In addition, as trustee and primary beneficiary of each of their respective trusts, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin will share the power to vote the 400,000 shares of Class B common stock held by Rankin IV after the exchange offer with the other General Partners of Rankin IV and will share the power to dispose of the 400,000 shares of Class B common stock held by Rankin IV after the exchange offer with the other General and Limited Partners of Rankin IV. As such, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin and each of their respective trusts will be deemed to beneficially own the 400,000 shares of Class B common stock held by Rankin IV after the exchange offer.
|
•
|
has the sole power to vote and dispose of 44,662 shares of Class B common stock held by the Alfred Rankin Trust;
|
•
|
shares with the other selling stockholders the power to vote 472,371 shares of Class B common stock held by Rankin Associates I, L.P, which is referred to as Rankin I.;
|
•
|
shares with the other partners of Rankin I the power to dispose of 472,371 shares of Class B common stock held by Rankin I;
|
•
|
shares with the other selling stockholders the power to vote 307,928 shares of Class B common stock held by Rankin IV; and
|
•
|
shares with the other partners of Rankin IV the power to dispose of 307,928 shares held by Rankin IV.
|
•
|
has the sole power to vote and dispose of 92,873 shares of Class B common stock held by the Thomas Rankin Trust;
|
•
|
shares with the other selling stockholders the power to vote 472,371 shares of Class B common stock held by Rankin I;
|
•
|
shares with the other partners of Rankin I the power to dispose of 472,371 shares of Class B common stock held by Rankin I;
|
•
|
shares with the other selling stockholders the power to vote 307,928 shares of Class B common stock held by Rankin IV; and
|
•
|
shares with the other partners of Rankin IV the power to dispose of 307,928 shares held by Rankin IV.
|
•
|
has the sole power to vote and dispose of 97,312 shares of Class B common stock held by the Claiborne Rankin Trust;
|
•
|
shares with the other selling stockholders the power to vote 472,371 shares of Class B common stock held by Rankin I;
|
•
|
shares with the other partners of Rankin I the power to dispose of 472,371 shares of Class B common stock held by Rankin I;
|
•
|
shares with the other selling stockholders the power to vote 307,928 shares of Class B common stock held by Rankin IV; and
|
•
|
shares with the other partners of Rankin IV the power to dispose of 307,928 shares held by Rankin IV.
|
•
|
has the sole power to vote and dispose of 118,125 shares of Class B common stock held by the Roger Rankin Trust;
|
•
|
shares with the other selling stockholders the power to vote 472,371 shares of Class B common stock held by Rankin I;
|
•
|
shares with the other partners of Rankin I the power to dispose of 472,371 shares of Class B common stock held by Rankin I;
|
•
|
shares with the other selling stockholders the power to vote 307,928 shares of Class B common stock held by Rankin IV; and
|
•
|
shares with the other partners of Rankin IV the power to dispose of 307,928 shares held by Rankin IV.
|
Name
|
Title of Class
|
Sole Voting and Investment Power
|
|
Shared Voting or Investment Power
|
|
Aggregate Amount
|
|
Percent of Class
|
||||
Dimensional Fund Advisors LP (1)
6300 Bee Cave Road Austin, Texas 78746 |
Class A
|
445,222
|
|
(1)
|
—
|
|
|
445,222
|
|
(1)
|
8.46
|
%
|
Rankin Associates II, L.P. (2)
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class A
|
338,295
|
|
(2)
|
—
|
|
|
338,295
|
|
(2)
|
6.43
|
%
|
Zuckerman Investment Group, LLC (3)
155 N. Wacker Drive, Suite 1700 Chicago, IL 60606 |
Class A
|
—
|
|
|
334,439
|
|
(3)
|
334,439
|
|
(3)
|
6.36
|
%
|
BlackRock, Inc. (4)
55 East 52nd Street New York, NY 10055 |
Class A
|
282,637
|
|
(4)
|
—
|
|
|
282,637
|
|
(4)
|
5.37
|
%
|
FMR LLC (5)
245 Summer Street Boston, Massachusetts 02210 |
Class A
|
254,049
|
|
(5)
|
—
|
|
|
254,049
|
|
(5)
|
4.83
|
%
|
John P. Jumper (6)
|
Class A
|
6,358
|
|
|
—
|
|
|
6,358
|
|
|
**
|
|
Dennis W. LaBarre (6)
|
Class A
|
16,959
|
|
|
—
|
|
|
16,959
|
|
|
**
|
|
Michael S. Miller (6)
|
Class A
|
427
|
|
|
—
|
|
|
427
|
|
|
**
|
|
Richard de J. Osborne (6)
|
Class A
|
12,904
|
|
|
—
|
|
|
12,904
|
|
|
**
|
|
Alfred M. Rankin, Jr.
|
Class A
|
314,351
|
|
|
510,502
|
|
(7)
|
824,853
|
|
(7)
|
15.68
|
%
|
James A. Ratner (6)
|
Class A
|
10,791
|
|
|
—
|
|
|
10,791
|
|
|
**
|
|
Britton T. Taplin (6)
|
Class A
|
40,773
|
|
|
61,875
|
|
(8)
|
102,648
|
|
(8)
|
1.95
|
%
|
David F. Taplin (6)
|
Class A
|
18,372
|
|
|
100
|
|
|
18,472
|
|
|
**
|
|
David B.H. Williams (6)
|
Class A
|
8,292
|
|
|
504,941
|
|
(9)
|
513,233
|
|
(9)
|
9.76
|
%
|
J.C. Butler, Jr.
|
Class A
|
74,448
|
|
|
498,461
|
|
(10)
|
572,909
|
|
(10)
|
10.89
|
%
|
Elizabeth I. Loveman
|
Class A
|
4,114
|
|
|
—
|
|
|
4,114
|
|
|
**
|
|
R. Scott Tidey
|
Class A
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gregory H. Trepp
|
Class A
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
All executive officers and directors as a group (32 persons)
|
Class A
|
513,972
|
|
|
715,284
|
|
(11)
|
1,229,256
|
|
(11)
|
23.37
|
%
|
(1)
|
A Schedule 13G/A filed with the SEC with respect to Class A Common on February 9, 2017 reported that Dimensional Fund Advisors LP ("Dimensional") may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 that furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as an investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (the "Dimensional Funds"), which own the shares of Class A Common. In its role as investment adviser or manager, Dimensional possesses the sole power to vote 445,222 shares of Class A Common owned by the Dimensional Funds and the sole power to invest 433,922 shares of Class A Common owned by the Dimensional Funds. However, all shares of Class A Common reported above are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of all such shares.
|
(2)
|
A Schedule 13G/A filed with the SEC with respect to Class A Common on February 14, 2017 reported that Associates, which is made up of the individuals and entities holding limited partnership interests in Associates and RMI, the general partner of Associates, may be deemed to be a “group” as defined under the Exchange Act that beneficially owns the 338,295 shares of Class A Common held by Associates. Although Associates holds the 338,295 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities
|
(3)
|
A Schedule 13G/A filed with the SEC with respect to Class A Common on February 14, 2017 reported that Zuckerman Investment Group, LLC may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser.
|
(4)
|
A Schedule 13G filed with the SEC with respect to Class A Common on January 30, 2017 reported that BlackRock, Inc. may be deemed to beneficially own the shares of Class A Common reported above.
|
(5)
|
A Schedule 13G/A filed with the SEC with respect to Class A Common on February 13, 2017 reported that FMR LLC may be deemed to beneficially own the shares of Class A Common reported above.
|
(6)
|
Pursuant to our Non-Employee Directors' Plan, each non-employee director has the right to acquire additional shares of Class A Common within 60 days after February 28, 2017. The shares each non-employee director has the right to receive are not included in the table because the actual number of additional shares will be determined on April 1, 2017 by taking the amount of such director's quarterly retainer required to be paid in shares of Class A Common plus any voluntary portion of such director's quarterly retainer, if so elected, divided by the average of the closing price per share of Class A Common on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the calendar quarter ending on March 31, 2017.
|
(7)
|
As a result of Alfred M. Rankin, Jr. holding through his trust, of which he is trustee, partnership interests in Associates, Mr. Rankin may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A Common held by Associates. In addition, Mr. Rankin may be deemed to be a member of a group, as defined under the Exchange Act, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin Associates IV, L.P. ("Rankin IV"). As a result, the group consisting of Mr. Rankin, the other general and limited partners of Rankin IV and Rankin IV may be deemed to beneficially own, and share the power to vote and dispose of, 92,072 shares of Class A Common held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 510,502 shares of Class A Common held by (a) members of Mr. Rankin's family, (b) trusts for the benefit of members of Mr. Rankin's family and (c) Associates and Rankin IV to the extent in excess of his pecuniary interest in each such entity.
|
(8)
|
Britton T. Taplin may be deemed to share with his spouse voting and investment power over 5,755 shares of Class A Common held by Mr. Taplin's spouse; however, Mr. Taplin disclaims beneficial ownership of such shares. Mr. Taplin may be deemed to share with the other members of Abigail LLC voting and investment power over the 56,120 shares of Class A Common held by Abigail LLC. Mr. Taplin disclaims beneficial ownership of 44,616 shares of Class A Common held by Abigail LLC. Mr. Taplin has pledged 40,743 shares of Class A Common.
|
(9)
|
David B.H. Williams may be deemed to be a member of Associates and, accordingly, may be deemed to beneficially own and share the power to dispose of, 338,295 shares of Class A Common held by Associates. In addition, Mr. Williams may be deemed to share with his spouse voting and investment power over 68,094 shares of Class A Common beneficially owned by his spouse and 6,480 held in trust for the benefit of his children; he disclaims all interest in such shares. Mr. Williams' spouse is a member of Rankin IV, therefore he is deemed to share beneficial ownership of 92,072
shares of Class A Common held by Rankin IV; he disclaims all interest in such shares.
|
(10)
|
J.C. Butler, Jr. may be deemed to be a member of Associates and, accordingly, may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A Common held by Associates. In addition, Mr. Butler may be deemed to share with his spouse voting and investment power over 68,094 shares of Class A Common beneficially owned by his spouse; he disclaims all interest in such shares. Mr. Butler's spouse is a member of Rankin IV, therefore he is deemed to share beneficial ownership of 92,072
shares of Class A Common held by Rankin IV; he disclaims all interest in such shares. Mr. Butler disclaims all interest in 8,010 shares of Class A Common held in trust for the benefit of his children and for which he is the trustee and has sole power to vote and dispose of the shares.
|
(11)
|
The aggregate amount of Class A Common beneficially owned by all executive officers and directors and the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class A Common of which: (i) Mr. Rankin has disclaimed beneficial ownership in note (7) above; (ii) Mr. B. Taplin has disclaimed beneficial ownership in note (8)
|
Name
|
Title of Class
|
Sole Voting and Investment Power
|
|
Shared Voting or Investment Power
|
|
Aggregate Amount
|
|
Percent of Class
|
||||
Clara Taplin Rankin, et al. (1)
c/o PNC Bank, N.A. 3550 Lander Road Pepper Pike, OH 44124 |
Class B
|
—
|
|
(1)
|
—
|
|
(1)
|
1,542,757
|
|
(1)
|
98.21
|
%
|
Rankin Associates I, L.P., et al. (2)
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B
|
—
|
|
(2)
|
—
|
|
(2)
|
472,371
|
|
(2)
|
30.07
|
%
|
Beatrice B. Taplin (3)
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B
|
337,310
|
|
(3)
|
—
|
|
|
337,310
|
|
(3)
|
21.47
|
%
|
Rankin Associates IV, L.P., et al.
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B
|
—
|
|
|
—
|
|
|
307,928
|
|
|
19.60
|
%
|
John P. Jumper
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dennis W. LaBarre
|
Class B
|
100
|
|
|
—
|
|
|
100
|
|
|
**
|
|
Michael S. Miller
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Richard de J. Osborne
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Alfred M. Rankin, Jr.
|
Class B
|
44,662
|
|
(4)
|
780,299
|
|
(4)
|
824,961
|
|
(4)
|
52.51
|
%
|
James A. Ratner
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Britton T. Taplin
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
David F. Taplin
|
Class B
|
15,883
|
|
|
—
|
|
|
15,883
|
|
|
1.01
|
%
|
David B.H. Williams
|
Class B
|
—
|
|
|
789,494
|
|
(5)
|
789,494
|
|
(5)
|
50.26
|
%
|
J.C. Butler, Jr.
|
Class B
|
—
|
|
|
789,494
|
|
(6)
|
789,494
|
|
(6)
|
50.26
|
%
|
Elizabeth I. Loveman
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
R. Scott Tidey
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gregory H. Trepp
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
All executive officers and directors as a group (32 persons)
|
Class B
|
60,645
|
|
(7)
|
798,689
|
|
(7)
|
859,334
|
|
(7)
|
54.70
|
%
|
(1)
|
A Schedule 13D/A filed with the SEC with respect to Class B Common on February 14, 2017 ("the Stockholders 13D") reported that, except for NACCO and PNC Bank, N.A., as depository, the signatories to the stockholders' agreement, together in certain cases with trusts and custodianships, which are referred to collectively as the Signatories, may be deemed to be a “group” as defined under the Exchange Act, and therefore may be deemed as a group to beneficially own all of the Class B Common subject to the stockholders' agreement, which is an aggregate of 1,542,757 shares. 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, 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. The shares of Class B Common subject to the stockholders' agreement constituted 98.21% of the Class B Common outstanding on February 28, 2017 or 73.57% 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.
|
(2)
|
A Schedule 13D/A filed with the SEC with respect to Class B Common on February 14, 2017 reported that Rankin Associates I, L.P. "Rankin I" and the trusts holding limited partnership interests in Rankin I may be deemed to be a “group” as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 472,371 shares of Class B Common held by Rankin I. Although Rankin I holds the 472,371 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I, share the power to vote such shares of Class B Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of such shares. Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin I, Rankin I may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the general partners owning more than 75% of the general partnership interests of Rankin I and the consent of the holders of more than 75% of all of the partnership interests of Rankin I. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin I and each of the trusts holding limited partnership interests in Rankin I is also subject to the stockholders' agreement.
|
(3)
|
Beatrice B. Taplin has the sole power to vote and dispose of 337,310 shares of Class B Common held in trusts. The Stockholders 13D reported that the Class B Common beneficially owned by Beatrice B. Taplin is subject to the stockholders' agreement.
|
(4)
|
Alfred M. Rankin, Jr. may be deemed to be a member of the group described in note (2) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I and therefore may be deemed to beneficially own, and share the power to vote and dispose of, 472,371 shares of Class B Common held by Rankin I. The trusts holding limited partnership interests in Rankin IV may be deemed to be a "group" as defined under the Exchange Act. Mr. Rankin may be deemed to be a member of the Rankin IV group as a result of holding through his trust, of which he is trustee, partnership interests in Rankin IV and therefore may be deemed to beneficially own, and share the power to vote and dispose of, 307,928 shares of Class B Common held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 780,299 shares of Class B Common held by Rankin I and Rankin IV to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by Alfred M. Rankin, Jr. is subject to the stockholders' agreement.
|
(5)
|
David B.H.Williams' spouse is a member of Rankin I and Rankin IV; therefore, he may be deemed to share beneficial ownership of 780,299 shares of Class B Common held by Rankin I and Rankin IV. Mr. Williams' spouse also owns 9,195 shares of Class B Common, which are held in trust. Mr. Williams disclaims beneficial ownership of all shares held by Rankin I, Rankin IV and his spouse's personal trusts.
|
(6)
|
J.C. Butler, Jr.'s spouse is a member of Rankin I and Rankin IV; therefore, Mr. Butler may be deemed to share beneficial ownership of 780,299 shares of Class B Common held by Rankin I and Rankin IV. Mr. Butler's spouse also owns 9,195 shares of Class B Common, which are held in trust. Mr. Butler disclaims beneficial ownership of all shares held by Rankin I, Rankin IV and his spouse's personal trusts. The Stockholders 13D reported that the Class B Common beneficially owned by Mr. Butler is subject to the stockholders' agreement.
|
(7)
|
The aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group and the aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class B Common of which Mr. Rankin has disclaimed beneficial ownership in note (4) above, Mr. Williams has disclaimed beneficial ownership in note (5) above and Mr. Butler has disclaimed beneficial ownership in note (6) above.
|
•
|
gain or loss will generally not be recognized by the holders of shares of Class B common stock upon the exchange of their shares of Class B common stock for shares of Class A common stock pursuant to this prospectus;
|
•
|
the aggregate adjusted tax basis of the shares of Class A common stock received in an exchange for shares of Class B common stock pursuant to this prospectus will be equal to the aggregate adjusted basis of the shares of Class B common stock exchanged for those shares of Class A common stock; and
|
•
|
the holding period of the shares of Class A common stock received in an exchange for shares of Class B common stock pursuant to this prospectus will include the holding period of the holder’s shares of Class B common stock exchanged for that Class A common stock.
|
Exhibit
|
|
|
Number
|
|
Description of Document
|
4.1
|
|
Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
|
4.2
|
|
Amended and Restated By-laws of the Company are incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed by the Company on December 18, 2014, Commission File Number 1-9172.
|
4.3
|
|
Amended and Restated Stockholders' Agreement, dated as of September 28, 2012, amongst the signatories thereto, NACCO Industries, Inc., as depository, and NACCO Industries, Inc. is incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed by the Company on October 4, 2012, Commission File Number 1-9172.
|
4.4
|
|
First Amendment to the Amended and Restated Stockholders' Agreement, dated as of February 16, 2016, among the signatories thereto, the New Participating Stockholders (as defined therein), NACCO Industries, Inc., as depository, and NACCO Industries, Inc., is incorporated herein by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, Commission File Number 1-9172.
|
4.5
|
|
Second Amendment to the Amended and Restated Stockholders' Agreement, dated as of February 14, 2017, among the signatories thereto, the New Participating Stockholders (as defined therein), NACCO Industries, Inc., as depository, and NACCO Industries, Inc., is incorporated herein by reference to Exhibit 4.6 to the Company's Annual Report for the fiscal year ended December 31, 2016, Commission File Number 1-9172.
|
5.1*
|
|
Opinion of Charles A. Bittenbender, Esq. as to the validity of the securities being offered.
|
8.1*
|
|
Opinion of Jones Day as to tax matters.
|
23.1*
|
|
Consent of Charles A. Bittenbender, Esq. (included in Exhibit 5.1).
|
23.2
|
|
Consent of independent registered public accounting firm.
|
23.3*
|
|
Consent of Jones Day (included in Exhibit 8.1).
|
24.1*
|
|
Power of attorney of John P. Jumper.
|
24.2*
|
|
Power of attorney of Dennis W. LaBarre.
|
24.3
|
|
Power of attorney of Michael S. Miller.
|
24.4*
|
|
Power of attorney of Richard de J. Osborne.
|
24.5*
|
|
Power of attorney of Alfred M. Rankin, Jr.
|
24.6*
|
|
Power of attorney of James A. Ratner.
|
24.7*
|
|
Power of attorney of Britton T. Taplin.
|
24.8*
|
|
Power of attorney of David F. Taplin.
|
24.9*
|
|
Power of attorney of David B.H. Williams.
|
*
|
|
Previously filed
|
(b)
|
Financial Statement Schedules.
|
(c)
|
Report, Opinion or Appraisal
.
|
(a)
|
The undersigned registrant hereby undertakes:
|
|
NACCO INDUSTRIES, INC.
|
|
||
|
By:
|
/s/ Jesse L. Adkins
|
|
|
|
|
Jesse L. Adkins
|
|
|
|
|
Associate Counsel and Assistant Secretary
|
|
|
|
|
|
|
*
|
|
Chairman, President and Chief Executive Officer
|
|
March 3, 2017
|
Alfred M. Rankin, Jr.
|
|
(principal executive officer) and Director
|
|
|
|
|
|
|
|
/s/ Elizabeth I. Loveman
|
|
Vice President and Controller
|
|
March 3, 2017
|
Elizabeth I. Loveman
|
|
(principal financial and accounting officer)
|
|
|
|
|
|
|
|
*
|
|
|
|
|
John P. Jumper
|
|
Director
|
|
March 3, 2017
|
|
|
|
|
|
*
|
|
|
|
|
Dennis W. LaBarre
|
|
Director
|
|
March 3, 2017
|
|
|
|
|
|
*
|
|
|
|
|
Michael S. Miller
|
|
Director
|
|
March 3, 2017
|
|
|
|
|
|
*
|
|
|
|
|
Richard de J. Osborne
|
|
Director
|
|
March 3, 2017
|
|
|
|
|
|
*
|
|
|
|
|
James A. Ratner
|
|
Director
|
|
March 3, 2017
|
|
|
|
|
|
*
|
|
|
|
|
Britton T. Taplin
|
|
Director
|
|
March 3, 2017
|
|
|
|
|
|
*
|
|
|
|
|
David F. Taplin
|
|
Director
|
|
March 3, 2017
|
|
|
|
|
|
*
|
|
|
|
|
David B.H. Williams
|
|
Director
|
|
March 3, 2017
|
* Jesse L. Adkins, by signing his name hereto, does hereby sign and execute this Registration Statement pursuant to the power of attorney executed by the above-named officers and directors of the Company and filed with the Securities and Exchange Commission.
|
/s/ Jesse L. Adkins
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|
|
|
Jesse L. Adkins
|
|
|
March 3, 2017
|
Attorney-in-Fact
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|
|
|
Exhibit
|
|
|
Number
|
|
Description of Document
|
4.1
|
|
Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
|
4.2
|
|
Amended and Restated By-laws of the Company are incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed by the Company on December 18, 2014, Commission File Number 1-9172.
|
4.3
|
|
Amended and Restated Stockholders' Agreement, dated as of September 28, 2012, amongst the signatories thereto, NACCO Industries, Inc., as depository, and NACCO Industries, Inc. is incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed by the Company on October 4, 2012, Commission File Number 1-9172.
|
4.4
|
|
First Amendment to the Amended and Restated Stockholders' Agreement, dated as of February 16, 2016, among the signatories thereto, the New Participating Stockholders (as defined therein), NACCO Industries, Inc., as depository, and NACCO Industries, Inc., is incorporated herein by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, Commission File Number 1-9172.
|
4.5
|
|
Second Amendment to the Amended and Restated Stockholders' Agreement, dated as of February 14, 2017, among the signatories thereto, the New Participating Stockholders (as defined therein), NACCO Industries, Inc., as depository, and NACCO Industries, Inc., is incorporated herein by reference to Exhibit 4.6 to the Company's Annual Report for the fiscal year ended December 31, 2016, Commission File Number 1-9172.
|
5.1*
|
|
Opinion of Charles A. Bittenbender, Esq. as to the validity of the securities being offered.
|
8.1*
|
|
Opinion of Jones Day as to tax matters.
|
23.1*
|
|
Consent of Charles A. Bittenbender, Esq. (included in Exhibit 5.1).
|
23.2
|
|
Consent of independent registered public accounting firm.
|
23.3*
|
|
Consent of Jones Day (included in Exhibit 8.1).
|
24.1*
|
|
Power of attorney of John P. Jumper.
|
24.2*
|
|
Power of attorney of Dennis W. LaBarre.
|
24.3
|
|
Power of attorney of Michael S. Miller.
|
24.4*
|
|
Power of attorney of Richard de J. Osborne.
|
24.5*
|
|
Power of attorney of Alfred M. Rankin, Jr.
|
24.6*
|
|
Power of attorney of James A. Ratner.
|
24.7*
|
|
Power of attorney of Britton T. Taplin.
|
24.8*
|
|
Power of attorney of David F. Taplin.
|
24.9*
|
|
Power of attorney of David B.H. Williams.
|
|
|
|
*
|
|
Previously filed
|
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