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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 | |
---|---|---|---|---|---|---|---|---|
-0.69 | -2.08% | 32.53 | 34.09 | 32.29 | 33.32 | 15,822 | 01:00:00 |
Delaware
|
|
3630
|
|
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
|
|
Emerging growth company
o
|
Title of each class of securities to be registered
|
Amount to be registered
|
Proposed maximum offering price per unit (1)
|
Proposed maximum aggregate offering price (1)
|
Amount of registration fee (2)
|
Class A Common, par value $1.00 per share
|
100,000 shares
|
$41.67
|
$4,167,000
|
$518.80
|
•
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 7, 2018;
|
•
|
our Current Reports on Form 8-K, filed with the SEC on February 14, 2018, February 15, 2018 and February 20, 2018; and
|
•
|
the description of our Class A Common contained in the registration statement on Form 8-B filed June 6, 1986, including any subsequently filed amendments and reports updating such description.
|
|
Year Ended December 31
|
||||||||||||||||||
|
2017
(1)
|
|
2016
(1)
|
|
2015
|
|
2014
(1)
|
|
2013
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Operating Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
104,778
|
|
|
$
|
111,081
|
|
|
$
|
147,998
|
|
|
$
|
172,702
|
|
|
$
|
193,651
|
|
Earnings of unconsolidated mines
|
$
|
61,361
|
|
|
$
|
55,238
|
|
|
$
|
48,432
|
|
|
$
|
48,396
|
|
|
$
|
46,429
|
|
Operating profit (loss)
|
$
|
32,814
|
|
|
$
|
(1,659
|
)
|
|
$
|
(3,727
|
)
|
|
$
|
(94,486
|
)
|
|
$
|
31,228
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
28,463
|
|
|
$
|
2,956
|
|
|
$
|
2,273
|
|
|
$
|
(56,850
|
)
|
|
$
|
26,208
|
|
Discontinued operations, net of tax
(2)
|
1,874
|
|
|
26,651
|
|
|
19,711
|
|
|
18,732
|
|
|
18,242
|
|
|||||
Net income (loss)
|
$
|
30,337
|
|
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
|
$
|
44,450
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.17
|
|
|
$
|
0.43
|
|
|
$
|
0.32
|
|
|
$
|
(7.42
|
)
|
|
$
|
3.23
|
|
Discontinued operations
(2)
|
0.27
|
|
|
3.91
|
|
|
2.82
|
|
|
2.40
|
|
|
2.25
|
|
|||||
Basic earnings (loss) per share
|
$
|
4.44
|
|
|
$
|
4.34
|
|
|
$
|
3.14
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.48
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.14
|
|
|
$
|
0.43
|
|
|
$
|
0.32
|
|
|
$
|
(7.42
|
)
|
|
$
|
3.22
|
|
Discontinued operations
(2)
|
0.27
|
|
|
3.89
|
|
|
2.81
|
|
|
2.40
|
|
|
2.25
|
|
|||||
Diluted earnings (loss) per share
|
$
|
4.41
|
|
|
$
|
4.32
|
|
|
$
|
3.13
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.47
|
|
(1)
|
During 2014, NACoal recorded a non-cash, asset impairment charge of
$105.1 million
for Centennial Natural Resource's ("Centennial's") long-lived asset group. Centennial ceased active mining operations at the end of 2015. During 2016 and 2017, NACoal recorded additional non-cash impairment charges of $17.4 million and $1.0 million, respectively, related to Centennial's assets. The carrying value of coal land and real estate and the assets held for sale were zero as of December 31, 2017.
|
(2)
|
On September 29, 2017, the Company spun-off Hamilton Beach Brands Holding Company ("HBBHC"), a former wholly owned subsidiary, and the parent company of Hamilton Beach Brands, Inc. (''HBB'') and The Kitchen Collection, LLC ("KC"). The results of operations of HBBHC are reflected as discontinued operations in the table above.
|
|
Year Ended December 31
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In thousands, except per share data, share amounts and employee data)
|
||||||||||||||||||
Balance Sheet Data at December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(1)
|
$
|
389,552
|
|
|
$
|
668,021
|
|
|
$
|
655,408
|
|
|
$
|
770,520
|
|
|
$
|
809,956
|
|
Long-term debt
|
$
|
42,021
|
|
|
$
|
94,295
|
|
|
$
|
110,113
|
|
|
$
|
137,978
|
|
|
$
|
133,984
|
|
Stockholders' equity
|
$
|
219,448
|
|
|
$
|
220,293
|
|
|
$
|
201,138
|
|
|
$
|
211,474
|
|
|
$
|
297,780
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends
|
$
|
0.9775
|
|
|
$
|
1.0650
|
|
|
$
|
1.0450
|
|
|
$
|
1.0225
|
|
|
$
|
1.0000
|
|
Market value at December 31
(1)
|
$
|
37.65
|
|
|
$
|
90.55
|
|
|
$
|
42.20
|
|
|
$
|
59.36
|
|
|
$
|
62.19
|
|
Stockholders' equity at December 31
|
$
|
32.03
|
|
|
$
|
32.50
|
|
|
$
|
29.42
|
|
|
$
|
29.23
|
|
|
$
|
37.83
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Actual shares outstanding at December 31
(2)
|
6.852
|
|
|
6.779
|
|
|
6.837
|
|
|
7.236
|
|
|
7.872
|
|
|||||
Basic weighted average shares outstanding
(2)
|
6.830
|
|
|
6.818
|
|
|
7.001
|
|
|
7.590
|
|
|
8.105
|
|
|||||
Diluted weighted average shares outstanding
(2)
|
6.873
|
|
|
6.854
|
|
|
7.022
|
|
|
7.590
|
|
|
8.124
|
|
|||||
Total employees at December 31
(3)
|
2,300
|
|
|
3,600
|
|
|
3,600
|
|
|
4,000
|
|
|
4,100
|
|
(1)
|
During 2017, the Company spun-off HBBHC, a former wholly-owned subsidiary.
|
(2)
|
Share amounts in millions.
|
(3)
|
Includes employees from HBBHC from 2013 to 2016, Centennial from 2013 to 2014 and the unconsolidated mining operations for all years presented.
|
•
|
the name of the selling stockholder;
|
•
|
the number of shares of Class A Common and Class B Common owned by the selling stockholder immediately prior to the exchange of shares offered by this prospectus;
|
•
|
the number of shares of Class A Common offered for exchange by the selling stockholder by this prospectus;
|
•
|
the number of shares of Class B Common that the selling stockholder may obtain if all of the shares of Class A Common that the selling stockholder is offering by this prospectus are exchanged for shares of Class B Common;
|
•
|
the number of shares of Class A Common and Class B Common owned and the percentage of ownership of Class A Common and Class B Common of the selling stockholder immediately following the exchange of shares offered by this prospectus based on the number of shares of Class A Common and Class B Common outstanding, and the number of shares of Class A Common and Class B Common owned by the selling stockholder, on
February 28, 2018
; and
|
•
|
the percentage of combined voting power of shares of Class A Common and Class B Common the selling stockholder would have immediately following the exchange of shares of Class A Common for Class B Common offered by this prospectus based on the number of shares of Class A Common and Class B Common outstanding, and the number of shares of Class A Common and Class B Common owned by the selling stockholder, on
February 28, 2018
.
|
Name
|
|
Title of Class
|
|
Shares Beneficially
Owned Before this Offering
|
|
Shares Offered
Pursuant to this Offering
|
|
Shares Beneficially
Owned After this Offering
|
|
Percentage of Class A or Class B
Shares Owned After this Offering
|
Percentage of
Combined Voting Power of Shares of Class A and Class B Common After this Offering |
|||||
Alfred M. Rankin, Jr.
(1)
|
|
Class A
|
|
681,693
|
|
|
100,000
|
|
|
581,693
|
|
|
10.85
|
%
|
55.30
|
%
|
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”)
(1)
|
|
Class A
|
|
249,103
|
|
|
100,000
|
|
|
149,103
|
|
|
2.78
|
%
|
11.83
|
%
|
Alfred M. Rankin, Jr.
(2)
|
|
Class B
|
|
1,006,580
|
|
|
100,000
|
|
|
1,106,580
|
|
|
70.48
|
%
|
55.30
|
%
|
Alfred Rankin Trust
(2)
|
|
Class B
|
|
134,209
|
|
|
100,000
|
|
|
234,209
|
|
|
14.92
|
%
|
11.83
|
%
|
•
|
shares with his mother the power to vote and dispose of 9,600 shares pursuant to an agreement with his mother, creating a trust for the benefit of her grandchildren;
|
•
|
shares with PNC Bank, N.A. the power to vote and dispose of 21,286 shares 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 held by the partnership;
|
•
|
has the sole power to vote and dispose of 249,103 shares held by the Alfred Rankin Trust;
|
•
|
has the sole power to vote and dispose of an additional 14,160 shares 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 owned by his spouse; and
|
•
|
shares with his brother the power to vote and dispose of 14,313 shares held in trust for the benefit of that brother.
|
•
|
has the sole power to vote and dispose of 134,209 shares held by the Alfred Rankin Trust;
|
•
|
shares the power to vote 472,371 shares of Class B Common held by Rankin Associates I, L.P ("Rankin I") with the other general partners of Rankin I and shares the power to dispose of 472,371 shares of Class B Common held by Rankin I with the other partners of Rankin I; and
|
•
|
shares the power to vote 400,000 shares of Class B Common held by Rankin Associates IV, L.P. ("Rankin IV") with the other general partners of Rankin IV and shares the power to dispose of 400,000 shares of Class B Common held by Rankin IV with the other partners of Rankin IV.
|
Name
|
Title of Class
|
Sole Voting or Investment Power
|
|
Shared Voting or Investment Power
|
|
Aggregate Amount
|
|
Percent of Class
|
||||
Beatrice B. Taplin (1)
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class A
|
60,148
|
|
|
455,338
|
|
(1)
|
515,486
|
|
(1)
|
9.61
|
%
|
Dimensional Fund Advisors LP (2)
6300 Bee Cave Road Austin, Texas 78746 |
Class A
|
446,470
|
|
(2)
|
—
|
|
|
446,470
|
|
(2)
|
8.33
|
%
|
FMR LLC (3)
245 Summer Street Boston, Massachusetts 02210 |
Class A
|
339,340
|
|
(3)
|
—
|
|
|
339,340
|
|
(3)
|
6.33
|
%
|
Rankin Associates II, L.P. (4)
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class A
|
—
|
|
|
—
|
|
|
338,295
|
|
(4)
|
6.31
|
%
|
BlackRock, Inc. (5)
55 East 52nd Street New York, NY 10055 |
Class A
|
281,513
|
|
(5)
|
—
|
|
|
281,513
|
|
(5)
|
5.25
|
%
|
J.C. Butler, Jr. (6)
|
Class A
|
111,129
|
|
|
406,389
|
|
(6)
|
517,512
|
|
(6)
|
9.65
|
%
|
John S. Dalrymple, III (7)
|
Class A
|
556
|
|
|
—
|
|
|
556
|
|
|
**
|
|
John P. Jumper (7)
|
Class A
|
8,503
|
|
|
—
|
|
|
8,503
|
|
|
**
|
|
Dennis W. LaBarre (7)
|
Class A
|
19,204
|
|
|
—
|
|
|
19,204
|
|
|
**
|
|
Timothy K. Light (7)
|
Class A
|
556
|
|
|
—
|
|
|
556
|
|
|
**
|
|
Michael S. Miller (7)
|
Class A
|
2,572
|
|
|
—
|
|
|
2,572
|
|
|
**
|
|
Richard de J. Osborne (7)
|
Class A
|
15,439
|
|
|
—
|
|
|
15,439
|
|
|
**
|
|
Alfred M. Rankin, Jr. (7)
|
Class A
|
263,263
|
|
|
418,430
|
|
(8)
|
681,693
|
|
(8)
|
12.71
|
%
|
Matthew M. Rankin (7)
|
Class A
|
9,544
|
|
|
340,225
|
|
(9)
|
349,769
|
|
(9)
|
6.52
|
%
|
Britton T. Taplin (7)
|
Class A
|
41,418
|
|
|
410,975
|
|
(10)
|
452,393
|
|
(10)
|
8.44
|
%
|
David B.H. Williams (7)
|
Class A
|
10,437
|
|
|
412,869
|
|
(11)
|
423,306
|
|
(11)
|
7.89
|
%
|
Carroll L. Dewing
|
Class A
|
1
|
|
|
—
|
|
|
1
|
|
|
**
|
|
Elizabeth I. Loveman
|
Class A
|
7,111
|
|
|
—
|
|
|
7,111
|
|
|
**
|
|
John D. Neumann
|
Class A
|
—
|
|
|
103
|
|
|
103
|
|
|
**
|
|
R. Scott Tidey
|
Class A
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gregory H. Trepp
|
Class A
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Harry B. Tipton, III
|
Class A
|
1
|
|
|
34
|
|
|
35
|
|
|
**
|
|
All executive officers and Directors as a group (23 persons)
|
Class A
|
491,401
|
|
|
974,140
|
|
(12)
|
1,465,541
|
|
(12)
|
27.33
|
%
|
(1)
|
A Schedule 13G/A filed with the SEC with respect to Class A Common on February 13, 2018 reported that Beatrice B. Taplin may be deemed to beneficially own the shares of Class A Common reported above. Ms. Taplin may be deemed to share with the other members of Abigail LLC and Abigail II LLC voting and investment power over the 56,120 shares of Class A Common and 349,100 shares of Class A Common held by Abigail LLC and Abigail II LLC, respectively. Ms. Taplin disclaims beneficial ownership of 46,016 shares of Class A Common and 4,500 shares of Class A Common in excess of her pecuniary interest in Abigail LLC and Abigail II LLC, respectively.
|
(2)
|
A Schedule 13G/A filed with the SEC with respect to Class A Common on February 9, 2018 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 433,612 shares owned by the Dimensional Funds of Class A Common and the sole power to invest 446,470 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.
|
(3)
|
A Schedule 13G filed with the SEC with respect to Class A Common on February 13, 2018 reported that FMR LLC may be deemed to beneficially own the shares of Class A Common reported above.
|
(4)
|
A Schedule 13G/A filed with the SEC with respect to Class A Common on February 13, 2018 reported that Rankin Associates II, L.P. ("Associates"), which is made up of the individuals and entities holding limited partnership interests in Associates and Rankin Management, Inc. ("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 holding limited partnership interests in Associates. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the shareholders of RMI. Under the terms of the Limited Partnership Agreement of Associates, Associates may not dispose of Class A Common without the consent of RMI and the approval of the holders of more than 75% of all of the partnership interests of Associates.
|
(5)
|
A Schedule 13G/A filed with the SEC with respect to Class A Common on January 23, 2018 reported that BlackRock, Inc. may be deemed to beneficially own the shares of Class A Common reported above.
|
(6)
|
As a result of J.C. Butler, Jr. holding through his trust, of which he is trustee, partnership interests in Associates, Mr. Butler may deemed to beneficially own and share the power to dispose of 338,295 shares of Class A Common held by Associates; however, Mr. Butler disclaims beneficial ownership of 330,661 shares of Class A Common held by Associates in excess of his pecuniary interest in the entity. 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. In addition, 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.
|
(7)
|
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, 2018. 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 2, 2018 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, 2018.
|
(8)
|
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. Mr. Rankin disclaims beneficial ownership of 415,504 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 to the extent in excess of his pecuniary interest in each entity.
|
(9)
|
As a result of Matthew M. Rankin 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; however, Mr. Rankin disclaims beneficial ownership of 329,192 shares of Class A Common held by Associates in excess of his pecuniary interest in the entity. In addition, Mr. Rankin may be deemed to share with his spouse voting and investment power over 722 shares of Class A Common beneficially owned by his spouse; he disclaims all interest in such shares. Mr. Rankin disclaims all interest in 1,208 shares of Class A Common held in trust
|
(10)
|
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 and Abigail II LLC voting and investment power over the 56,120 shares of Class A Common and 349,100 shares of Class A Common held by Abigail LLC and Abigail II LLC, respectively. Mr. Taplin disclaims beneficial ownership of 40,781 shares of Class A Common and 347,600 shares of Class A Common held by Abigail LLC and Abigail II LLC, respectively, in excess of his pecuniary interest in each entity. Mr. Taplin has pledged 41,418 shares of Class A Common.
|
(11)
|
As a result of David B.H. Williams holding through his trust, of which he is trustee, partnership interests in Associates, Mr. Williams may be deemed to beneficially own and share the power to dispose of, 338,295 shares of Class A Common held by Associates; however, Mr. Williams disclaims beneficial ownership of 331,396 shares of Class A Common held by Associates in excess of his pecuniary interest in the entity. 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.
|
(12)
|
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. Butler has disclaimed beneficial ownership in note (6) above; (ii) Mr. A. Rankin has disclaimed beneficial ownership in note (8) above; (iii) Mr. M. Rankin has disclaimed beneficial ownership in note (9) above; (iv) Mr. Taplin has disclaimed beneficial ownership in note (10) above; and (v) Mr. Williams has disclaimed beneficial ownership in note (11) above. As described in note (7) above, the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group as set forth in the table above does not include shares that the non-employee directors have the right to acquire within 60 days after February 28, 2018 pursuant to the Non-Employee Directors' Plan.
|
Name
|
Title of Class
|
Sole Voting or Investment Power
|
|
Shared Voting or Investment Power
|
|
Aggregate Amount
|
|
Percent of Class
|
||||
Clara Taplin Rankin, et al. (1)
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B
|
—
|
|
|
—
|
|
|
1,542,757
|
|
(1)
|
98.26
|
%
|
Rankin Associates I, L.P. (2)
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B
|
—
|
|
|
—
|
|
|
472,371
|
|
(2)
|
30.08
|
%
|
Rankin Associates IV, L.P. (3)
Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B
|
—
|
|
|
—
|
|
|
400,000
|
|
(3)
|
25.48
|
%
|
J.C. Butler, Jr. (4)
|
Class B
|
—
|
|
|
881,566
|
|
(4)
|
881,566
|
|
(4)
|
56.15
|
%
|
John S. Dalrymple, III
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
John P. Jumper
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Dennis W. LaBarre
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Timothy K. Light
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Michael S. Miller
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Richard de J. Osborne
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Alfred M. Rankin, Jr. (5)
|
Class B
|
134,209
|
|
|
872,371
|
|
(5)
|
1,006,580
|
|
(5)
|
64.11
|
%
|
Matthew M. Rankin
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Britton T. Taplin
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
David B.H. Williams (6)
|
Class B
|
—
|
|
|
881,566
|
|
(6)
|
881,566
|
|
(6)
|
56.15
|
%
|
Carroll L. Dewing
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Elizabeth I. Loveman
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
John D. Neumann
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
R. Scott Tidey
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Harry B. Tipton, III
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Gregory H. Trepp
|
Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
All executive officers and Directors as a group (23 persons)
|
Class B
|
134,209
|
|
(7)
|
890,761
|
|
(7)
|
1,024,970
|
|
(7)
|
65.28
|
%
|
(1)
|
A Schedule 13D/A filed with the SEC with respect to Class B Common on February 13, 2018 ("the Stockholders' 13D") reported that, except for NACCO, including in its capacity 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 98.26% of the Class B Common outstanding on February 28, 2018 or 73.24% 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 13, 2018 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)
|
A Schedule 13D/A filed with the SEC with respect to Class B Common on February 13, 2018 reported that Rankin Associates IV, L.P. "Rankin IV" and the trusts holding limited partnership interests in Rankin IV may be deemed to be a "group" as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 400,000 shares of Class B Common held by Rankin IV. Although Rankin IV holds the 400,000 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 IV, 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 IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of such shares. Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, Rankin IV 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 IV and the consent of the holders of more than 75% of all of the partnership interests of Rankin IV. The Stockholders' 13D reported that the Class B Common beneficially owned by Rankin IV and each of the trusts holding limited partnership interests in Rankin IV is also subject to the stockholders' agreement.
|
(4)
|
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 872,371 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 Class B Common 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.
|
(5)
|
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 group described in note (3) above 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, 400,000 shares of Class B Common held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 856,620 shares of Class B Common held by Rankin I and Rankin IV to the extent in excess of his pecuniary interest in the entities. The Stockholders' 13D reported that the Class B Common beneficially owned by Alfred M. Rankin, Jr. is subject to the stockholders' agreement.
|
(6)
|
David B.H.Williams' spouse is a member of Rankin I and Rankin IV; therefore, he may be deemed to share beneficial ownership of 872,371 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 Class B Common 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. Williams 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. Butler has
|
•
|
gain or loss will generally not be recognized by the holders of shares of Class B Common upon the exchange of their shares of Class B Common for shares of Class A Common pursuant to this prospectus;
|
•
|
the aggregate adjusted tax basis of the shares of Class A Common received in an exchange for shares of Class B Common pursuant to this prospectus will be equal to the aggregate adjusted basis of the shares of Class B Common exchanged for those shares of Class A Common; and
|
•
|
the holding period of the shares of Class A Common received in an exchange for shares of Class B Common pursuant to this prospectus will include the holding period of the holder’s shares of Class B Common exchanged for that Class A Common.
|
Exhibit
|
|
|
Number
|
|
Description of Document
|
3.1(i)
|
|
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.
|
3.1(ii)
|
|
|
4.1
|
|
|
5.1
|
|
|
8.1
|
|
|
23.1
|
|
|
23.2
|
|
|
23.3
|
|
|
24.1
|
|
|
24.2
|
|
|
24.3
|
|
|
24.4
|
|
|
24.5
|
|
|
24.6
|
|
|
24.7
|
|
|
24.8
|
|
|
24.9
|
|
|
24.10
|
|
|
24.11
|
|
(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
|
|
|
|
|
|
|
*
|
|
President and Chief Executive Officer, Director
|
|
March 7, 2018
|
J.C. Butler, Jr.
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Elizabeth I. Loveman
|
|
Vice President and Controller
|
|
March 7, 2018
|
Elizabeth I. Loveman
|
|
(principal financial and accounting officer)
|
|
|
|
|
|
|
|
*
|
|
|
|
|
John S. Dalrymple, III
|
|
Director
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
John P. Jumper
|
|
Director
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
Dennis W. LaBarre
|
|
Director
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
Timothy K. Light
|
|
Director
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
Michael S. Miller
|
|
Director
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
Richard de J. Osborne
|
|
Director
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
Chairman
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
Matthew M. Rankin
|
|
Director
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
Britton T. Taplin
|
|
Director
|
|
March 7, 2018
|
|
|
|
|
|
*
|
|
|
|
|
David B.H. Williams
|
|
Director
|
|
March 7, 2018
|
* 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
|
|
|
|
Jesse L. Adkins
|
|
|
March 7, 2018
|
Attorney-in-Fact
|
|
|
|
1 Year NACCO Industries Chart |
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