-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LDKR5uTekAl5Qm6UD0E799dsTEebqGZiSWMOgkF8UPzIQyLD/5+SbxuLYr6GaTuU A+deHuyoQaEF5MU0vt2w+g== 0000950152-99-002364.txt : 19990326 0000950152-99-002364.hdr.sgml : 19990326 ACCESSION NUMBER: 0000950152-99-002364 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990325 GROUP MEMBERS: ALISON A. RANKIN GROUP MEMBERS: BRUCE T. RANKIN GROUP MEMBERS: CLAIBORNE R. RANKIN GROUP MEMBERS: CLARA L. T. RANKIN GROUP MEMBERS: CORBIN K. RANKIN GROUP MEMBERS: JOHN C. BUTLER, JR. GROUP MEMBERS: MARGARET E. TAPLIN GROUP MEMBERS: NATIONAL CITY BANK GROUP MEMBERS: RANKIN ALFRED M ET AL GROUP MEMBERS: RANKIN ASSOCIATES I, L.P. GROUP MEMBERS: RANKIN ASSOCIATES II, L.P. GROUP MEMBERS: RANKIN MANAGEMENT, INC. GROUP MEMBERS: ROGER F. RANKIN GROUP MEMBERS: THOMAS T. RANKIN GROUP MEMBERS: VICTOIRE G. RANKIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NACCO INDUSTRIES INC CENTRAL INDEX KEY: 0000789933 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 341505819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38001 FILM NUMBER: 99572498 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HTS STATE: OH ZIP: 44124-4017 BUSINESS PHONE: 2164499600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RANKIN ALFRED M ET AL CENTRAL INDEX KEY: 0000904532 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD STATE: OH ZIP: 44124 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 SC 13D/A 1 NACCO INDUSTRIES/ALFRED RANKIN ET AL SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDED AND RESTATED SCHEDULE 13D/A Information to be included in statements filed pursuant to 13D-2(A) Under the Securities Exchange Act of 1934 (Amendment No. 6)* (Rule 13d-101) NACCO Industries, Inc. (Name of Issuer) Class B Common, par value $1.00 per share (Title of Class of Securities) 629579 20 02 (CUSIP Number) Alfred M. Rankin, Jr. 5875 Landerbrook Drive Mayfield Heights, Ohio 44124-4017 (216) 449-9600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 1999 (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 which is the subject of this Amended and Restated Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 (the "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). 2 CUSIP No. 629579 20 02 13D Page 2 of 11 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rankin Associates I, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 - See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! 3 CUSIP No. 629579 20 02 13D Page 3 of 11 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rankin Management, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 - See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 472,371 OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 472,371 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,371 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! 4 CUSIP No. 629579 20 02 13D Page 4 of 11 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alison A. Rankin 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 - See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 78,198 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 550,569 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 550,569 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 33.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! 5 CUSIP No. 629579 20 02 13D Page 5 of 11 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Corbin Rankin 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 - See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 71,516 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 543,887 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 543,887 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 32.9% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! 6 CUSIP No. 629579 20 02 13D Page 6 of 11 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John C. Butler, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 - See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 3,028 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 3,028 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.18% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! 7 CUSIP No. 629579 20 02 13D Page 7 of 11 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rankin Associates II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 - See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! 8 CUSIP No. 629579 20 02 13D Page 8 of 11 AMENDED AND RESTATED SCHEDULE 13D The Schedule 13D filed on March 29, 1990, as amended by Amendment No. 1 filed on April 11, 1990, as amended by Amendment No. 2 filed on March 15, 1991, as amended by Amendment No. 3 filed on March 20, 1992, as amended by Amendment No. 4 filed on March 9, 1993, as amended and restated in its entirety pursuant to Regulation S-T, Rule 101(a)(2) on March 30, 1994 (the "Schedule 13D") and as amended by Amendment No. 1 to the amended and restated Schedule 13D filed on March 28, 1995, as amended by Amendment No. 2 to the amended and restated Schedule 13D filed on March 21, 1996, as amended by Amendment No. 3 to the amended and restated Schedule 13D filed on November 25, 1996, as amended by Amendment No. 4 to the amended and restated Schedule 13D filed on January 10, 1997, as amended by Amendment No. 5 to the amended and restated Schedule 13D filed on March 19, 1997, on behalf of certain signatories to the Stockholders' Agreement, dated as of March 15, 1990, as amended, among the signatories thereto, NACCO Industries, Inc. and KeyCorp Shareholder Services, Inc. (successor to Society National Bank), as depository, is hereby further amended as follows: Item 2. Identity and Background Item 2 of the Schedule 13D relating to the individual Reporting Persons is hereby amended to add, after the paragraph describing Frank F. Taplin's address, the following individual Reporting Persons: Alison A. Rankin. Ms. Rankin's resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is not employed. Corbin Rankin. Ms. Rankin's resident address is 214 Banbury Road, Richmond, Virginia 23221. She is not employed. John C. Butler, Jr. Mr. Butler's business address is 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017. He is Vice President and Treasurer of the Company. The names, places of organization, principal businesses and addresses of the corporations and the limited partnership that are Reporting Persons are as follows: The first and second paragraphs under this description are hereby deleted and replaced in their entirety by the following two paragraphs: Rankin Associates I, L.P. Rankin Associates I, L.P., a Delaware limited partnership, was formerly known as CTR Family Associates, L.P., a Georgia limited partnership. In December 1998, CTR Family Associates, L.P. was reorganized as a Delaware limited partnership. In connection with this reorganization, CTR Family Associates, L.P. changed its name to Rankin Associates I, L.P. Its principal business is to hold, under common management, shares of the Class B Common beneficially owned by certain of the Reporting Persons. Rankin Management, Inc. is the general partner of Rankin Associates I, L.P. The address of its principal business and its principal office is Suite 300, 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017. Rankin Management, Inc. Rankin Management, Inc., a Delaware corporation, was formerly known as a Rankin Management, Inc., a Georgia corporation. In December 1998, Rankin Management, Inc., a Georgia corporation, was merged with and into Rankin Management, Inc., a Delaware corporation. Rankin Management, Inc., the Delaware corporation, was the surviving entity. It is the general partner of Rankin 9 CUSIP No. 629579 20 02 13D Page 9 of 11 Associates I, L.P. (formerly CTR Family Associates, L.P.)and the General Manager of Rankin Associates II, L.P. The principal business of Rankin Management, Inc. is to act as a general and managing partner of Rankin Associates I, L.P. and Rankin Associates II, L.P. The address of its principal business and its principal office is Suite 300, 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017. The shareholders, executive officers and directors of Rankin Management, Inc. consist of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, all of whom are Reporting Persons. Item 2 of the Schedule 13D relating to the corporations and the limited partnerships that are Reporting Persons is hereby amended to add, after the paragraph describing certain information with respect to Rankin Management, Inc., the following Reporting Person: Rankin Associates II, L.P. Rankin Associates II, L.P., a Delaware limited partnership, was formerly known as Rankin Associates II, L.P., a Georgia limited partnership. In December 1998, Rankin Associates II, L.P. was reorganized as a Delaware entity. Its principal business is to hold, under common management, shares of the Class A Common beneficially owned by certain of the Reporting Persons. Rankin Management, Inc. is the general partner of Rankin Associates II, L.P. The address of its principal business and its principal office is 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D relating to the individual Reporting Persons is hereby amended to add the following individual Reporting Persons: Alison A. Rankin. Ms. Rankin's spouse, Roger F. Rankin, has the sole power to vote and to dispose of 78,198 shares of Class B Common and has shared power to dispose of 472,371 shares of Class B Common, which together constitute approximately 33.3% of the outstanding Class B Common. Ms. Rankin is deemed to beneficially own the shares owned by her spouse. Corbin Rankin. Ms. Rankin's spouse, Thomas T. Rankin, has the sole power to vote and to dispose of 71,516 shares of Class B Common, including 3,187 shares of Class B Common held as custodian for a minor son, and has shared power to dispose of 472,371 shares of Class B Common, which together constitute approximately 32.9% of the outstanding Class B Common. Ms. Rankin is deemed to beneficially own the shares owned by her spouse. John C. Butler, Jr. Mr. Butler's wife, Helen R. Butler, has the sole power to vote and to dispose of 3,028 shares of Class B Common, which constitute approximately 0.18% of the outstanding Class B Common. Mr. Butler is deemed to beneficially own the shares owned by his spouse. Item 5 of the Schedule 13D relating to the corporations and the limited partnerships as Reporting Persons is hereby amended as follows: The statements under the heading CTR Family Associates, L.P. are hereby deleted and replaced in their entirety by the following: Rankin Associates I, L.P. Rankin Associates I, L.P. has no power to vote or to dispose of any shares of Class B Common. The statements under the heading Rankin Management, Inc. are hereby deleted and replaced in their entirety by the following: Rankin Management, Inc. Rankin Management, Inc. has the sole power to vote 472,371 shares of Class B Common, and has shared power to dispose of the same 472,371 shares of Class B Common with the partners of Rankin Associates I, L.P., which constitutes approximately 28.6% of the outstanding Class B Common. 10 CUSIP No. 629579 20 02 13D Page 10 of 11 Item 5 of the Schedule 13D relating to the corporations and the limited partnerships that are Reporting Persons is hereby amended to add, after the paragraph describing certain information with respect to Rankin Management, Inc., the following Reporting Person: Rankin Associates II, L.P. Rankin Associates II, L.P. has no power to vote or to dispose of any shares of Class B Common. Item 7. Material to be Filed As Exhibits Item 7 of the Schedule 13D is hereby amended to add the following exhibit: (Exhibit 19) Amendment to Stockholder's Agreement, dated as of April 9, 1998, by and among KeyCorp Shareholder Services, the Company, the Participating Stockholders (as defined therein) and the New Participating Stockholders (as defined therein). (Exhibit 20) Amendment to Stockholder's Agreement, dated as of December 26, 1998, by and among KeyCorp Shareholder Services, the Company, the Participating Stockholders (as defined therein) and the New Participating Stockholders (as defined therein). 11 CUSIP No. 629579 20 02 13D Page 11 of 11 SIGNATURE 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. Dated: March 24, 1999 /s/ Alfred M. Rankin, Jr. Name: Alfred M. Rankin, Jr. /s/ Alfred M. Rankin, Jr. Name: Alfred M. Rankin, Jr. Attorney-in-Fact for Clara L. T. Rankin* Attorney-in-Fact for Victoire G. Rankin* Attorney-in-Fact for Helen R. Butler* Attorney-in-Fact for Clara T. Rankin* Attorney-in-Fact for Thomas T. Rankin* Attorney-in-Fact for Matthew M. Rankin* Attorney-in-Fact for Claiborne R. Rankin* Attorney-in-Fact for Chloe O. Rankin* Attorney-in-Fact for Roger F. Rankin* Attorney-in-Fact for Bruce T. Rankin* Attorney-in-Fact for Frank E. Taplin, Jr.* Attorney-in-Fact for Margaret E. Taplin* Attorney-in-Fact for Martha S. Kelly* Attorney-in-Fact for Susan S. Sichel* Attorney-in-Fact for Jennifer T. Jerome* Attorney-in-Fact for Caroline T. Ruschell* Attorney-in-Fact for David F. Taplin* Attorney-in-Fact for Thomas E. Taplin* Attorney-in-Fact for Beatrice B. Taplin* Attorney-in-Fact for Thomas E. Taplin, Jr.* Attorney-in-Fact for Theodore D. Taplin* Attorney-in-Fact for Britton T. Taplin* Attorney-in-Fact for Frank E. Taplin* Attorney-in-Fact for National City Bank, as trustee* Attorney-in-Fact for Rankin Associates I, L.P.* Attorney-in-Fact for Rankin Management, Inc.* Attorney-in-Fact for Alison A. Rankin* Attorney-in-Fact for Corbin Rankin* Attorney-in-Fact for John C. Butler, Jr.* Attorney-in-Fact for Rankin Associates II, L.P.* * The powers of attorney authorizing the above-named individual to act on behalf of each of the foregoing Reporting Persons are included in Exhibit 2 at pages 26 through 106 and pages 113 through 121 of such Exhibit, in Exhibit 13 at pages 6 through 8 of such Exhibit, in Exhibit 14 at pages 6 through 8 of such Exhibit, in Exhibit 19 at pages 6 through 7 of such Exhibit and in Exhibit 20 at pages 6 through 7 of such Exhibit. 12 Exhibit Index
Exhibit No. Description - ----------- ----------- 19 Amendment to Stockholder's Agreement, dated as of April 9, 1998, by and among KeyCorp Shareholder Services, Inc., the Company, the Participating Stockholders (as defined therein) and the New Participating Stockholders (as defined therein). 20 Amendment to Stockholder's Agreement, dated as of December 26, 1998, by and among KeyCorp Shareholder Services, Inc., the Company, the Participating Stockholders (as defined therein) and the New Participating Stockholders (as defined therein).
EX-19 2 EXHIBIT 19 1 Exhibit 19 AMENDMENT TO STOCKHOLDERS' AGREEMENT This AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of April 9, 1998 (this "Amendment"), by and among KeyCorp Shareholder Services, Inc. (successor by merger to Ameritrust Company National Association), as depository ("Depository"), the Participating Stockholders under the Stockholders' Agreement, dated as of March 15, 1990, as amended, NACCO Industries, Inc. and the new Participating Stockholder identified on the signature page hereto (the "New Participating Stockholder"). This Amendment sets forth the terms and conditions on which the New Participating Stockholder will join in and become a party to the Stockholders' Agreement, dated as of March 15, 1990, as amended (the "Stockholders' Agreement"), by and among each of the signatories identified therein, NACCO Industries, Inc., a Delaware corporation (the "Corporation"), and the Depository. Capitalized terms defined in the Stockholders' Agreement are used herein as so defined. Pursuant to Section 8 of the Stockholders' Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders' Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee. In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows: 1. Representations and Warranties. The New Participating Stockholder, for such New Participating Stockholder only and not for any other Participating Stockholder, represents and warrants to the other Participating Stockholders and the Corporation as follows: 2 (a) Such New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the beneficial owner of, the shares of Class B Common Stock identified below such New Participating Stockholder's name on the signature pages hereto (except as otherwise described thereon), and except as otherwise described thereon such New Participating Stockholder does not own of record or beneficially or have any interest in any other shares of Class B Common Stock or any options to purchase or rights to subscribe or otherwise acquire any other shares of Class B Common Stock other than pursuant to the Stockholders' Agreement; (b) Such New Participating Stockholder has the right, power and authority to execute and deliver this Amendment and to perform such New Participating Stockholder's obligations hereunder and under the Stockholders' Agreement; if this Amendment is being executed by a trustee on behalf of a trust, such trustee has full right, power and authority to enter into this Amendment on behalf of the trust and to bind the trust and its beneficiaries to the terms hereof; if this Amendment is being executed on behalf of a Participating Stockholder Organization, the person executing this Amendment is a duly authorized representative of such Participating Stockholder Organization with full right, power and authority to execute and deliver this Amendment on behalf of such Participating Stockholder Organization and to bind such Participating Stockholder Organization to the terms hereof; the execution, delivery and performance of this Amendment by such New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which such New Participating Stockholder is a party or by which -2- 3 such New Participating Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to such New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body; (c) This Amendment and the Stockholders' Agreement constitute legal, valid and binding agreements on the part of such New Participating Stockholder; the shares of Class B Common Stock owned beneficially by such New Participating Stockholder are fully paid and nonassessable; and (d) The shares of Class B Common Stock owned beneficially by such New Participating Stockholder are now held by such New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders' Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate). 2. Address for Notices. The address for all notices to the New Participating Stockholder provided pursuant to the Stockholders' Agreement shall be the address set forth below such New Participating Stockholder's name on the signature pages hereto, or to such other address as such New Participating Stockholder may specify to the Depository. 3. Agreement to be Bound by Stockholders' Agreement. The New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders' Agreement applicable to Participating Stockholders. 4. Beneficiaries. The New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment. -3- 4 5. Amendment of Stockholders' Agreement. The Stockholders' Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder. 6. Signature of Amendment by Trusts, Minors and Incompetents. (a) In order for a trust exclusively (as defined in Section 1.9 of the Stockholders' Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder: (i) the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders' Agreement or shall sign this Amendment as a Participating Stockholder; (ii) the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such minor beneficiaries; or (iii) the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such incompetent beneficiaries. (b) If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary has not previously signed the Stockholders' Agreement, then if such beneficiary shall fail or be unable to sign this Amendment for a period of 30 calendar days following notification to such beneficiary of the terms of this Amendment and the Stockholders' Agreement by the Depository and following signature of this Amendment by the trustee, the trust shall thereupon cease to be a -4- 5 Participating Stockholder and Section 3.2 of the Stockholders' Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable. (c) In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder. (d) In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder. (e) In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Amendment on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder. (f) When a minor described in Section 6(c) or (d) reaches the age of majority, or an incompetent described in Section 6(e) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such -5- 6 Family Member of the terms of the Stockholders' Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders' Agreement shall then apply as if the shares of Class B Common Stock were then to be converted. 7. Power of Attorney. The undersigned New Participating Stockholder hereby constitutes and appoints Frank E. Taplin, Jr., Thomas E. Taplin, Alfred M. Rankin, Jr., Dennis W. LaBarre, Michael G. Marting, Charles A. Bittenbender, and each of them as the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any capacities to: (a) Execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of Shares of Class B Common Stock subject to the Stockholders' Agreement as amended by this Amendment, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and (b) Execute and deliver any and all Amendments whereby a Family Member or a Charitable Organization or a Participating Stockholder Organization becomes a Participating Stockholder, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and -6- 7 about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 7. The grant of this power of attorney shall not be affected by any disability of the undersigned New Participating Stockholder. If applicable law requires additional or substituted language in order to validate the power of attorney intended to be granted by this Section 7, the New Participating Stockholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney. 8. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, without production of the others. IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written. -7- 8 THOMAS T. RANKIN as Custodian for Thomas (Parker) Rankin under the Virginia Uniform Gifts to Minors Act /s/ Elizabeth P. Trimble By: /s/ Thomas T. Rankin - ---------------------------- -------------------------------- Witness Name: Thomas T. Rankin Date as of: April 9, 1998 Address: 214 Banbury Road Richmond, VA 23221 Number of Shares of Class B Common Stock -8- 9 STATE OF VIRGINIA ) ) SS: COUNTY OF HENRICE ) Before me, a Notary Public in and for said State and County, personally appeared the above-named Thomas T. Rankin, not individually but as custodian for Thomas (Parker) Rankin, who acknowledged that he did sign the foregoing instrument as custodian and that the same is his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Richmond, Virginia this 14th day of April 1998. /s/ Karen Marie Weiss ----------------------------- [Notarial Seal] Notary Public -9- 10 ALISON A. RANKIN, as Trustee of Irrevocable Trust No. 1 fbo Anne Rankin dated December 18, 1997, Roger Rankin, Grantor /s/ Authorized Signatory By: /s/ Alison A. Rankin - ---------------------------- ---------------------------------- Witness Name: Alison A. Rankin Date as of: April 9, 1998 Address: 1449 Carpenter Road Gates Mills, OH 44040 Number of Shares of Class B Common Stock -10- 11 STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared the above-named Alison A. Rankin, not individually but as trustee fbo Anne Rankin, who acknowledged that she did sign the foregoing instrument as trustee and that the same is her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Gates Mills, Ohio this 14th day of April 1998. /s/ David R. Jones ---------------------------- [Notarial Seal] Notary Public -11- 12 ALISON A. RANKIN, as Trustee of Irrevocable Trust No. 1 fbo Elisabeth Rankin dated December 18, 1997, Roger Rankin, Grantor /s/ Authorized Signatory By: /s/ Alison A. Rankin - ---------------------------- ---------------------------------- Witness Name: Alison A. Rankin Date as of: April 9, 1998 Address: 1449 Carpenter Road Gates Mills, OH 44040 Number of Shares of Class B Common Stock -12- 13 STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared the above-named Alison A. Rankin, not individually but as trustee fbo Elisabeth Rankin, who acknowledged that she did sign the foregoing instrument as trustee and that the same is her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Gates Mills, Ohio this 14th day of April 1998. /s/ David R. Jones ---------------------------- [Notarial Seal] Notary Public -13- 14 RANKIN ASSOCIATES II, L.P. By: RANKIN MANAGEMENT, INC., as general partner /s/ Charles A. Bittenbender By: /s/ Alfred M. Rankin, Jr. - ---------------------------- -------------------------------- Witness Name: Alfred M. Rankin, Jr., President Date as of: April 9, 1998 Address: 5875 Landerbrook Drive, Suite 300 Mayfield Heights, OH 44124-4107 Number of Shares of Class B Common Stock -14- 15 STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared on behalf of Rankin Associates, L.P., a Delaware limited partnership, and Rankin Management, Inc. (hereinafter "RMI"), as general partner, Alfred M. Rankin, Jr., RMI's president, who acknowledged that he did sign the foregoing instrument on behalf of said partnership and corporation by authority of their general partner and board of directors, respectively, and that the same is the free act and deed of said limited partnership and corporation and their free act and deed as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Cleveland, Ohio this 14th day of April 1998. /s/ Charles A. Bittenbender ------------------------------------ [Notarial Seal] Notary Public -15- 16 JOHN C. BUTLER, JR. as Custodian for Clara Rankin Butler under the Ohio Transfers to Minors Act /s/ Charles A. Bittenbender By: /s/ John C. Butler, Jr. - ---------------------------- ---------------------------------- Witness Name: John C. Butler, Jr. Capacity: Custodian Date as of: April 9, 1998 Address: 5875 Landerbrook Drive, Suite 300 Mayfield Heights, OH 44124-4107 Number of Shares of Class B Common Stock -16- 17 STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared the above-named John C. Butler, Jr., not individually but as custodian for Clara Rankin Butler, who acknowledged that he did sign the foregoing instrument as custodian and that the same is his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Cleveland, Ohio this 13th day of April 1998. /s/ Charles A. Bittenbender ---------------------------------- [Notarial Seal] Notary Public -17- 18 JOHN C. BUTLER, JR. /s/ Charles A. Bittenbender /s/ John C. Butler, Jr. - ---------------------------- ---------------------------------- Witness John C. Butler, Jr. Date as of: April 9, 1998 Address: 5875 Landerbrook Drive, Suite 300 Mayfield Heights, OH 44124-4107 Number of Shares of Class B Common Stock -18- 19 STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared the above-named John C. Butler, Jr., who acknowledged that he did sign the foregoing instrument, and that the same is his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Cleveland, Ohio this 13th day of April 1998. /s/ Charles A. Bittenbender ------------------------------- [Notarial Seal] Notary Public -19- 20 KeyCorp Shareholder Service, Inc. as Depository c/o KeyBank NA 127 Public Square Cleveland, Ohio 44114 /s/ Janet M. Gob By: /s/ Richard Petrulis - ---------------------------- ---------------------------------- Witness /s/ Marc Browning - ---------------------------- Witness /s/ Janet M. Gob And:/s/ Steven Bulloch - ---------------------------- ---------------------------------- Witness /s/ Marc Browning - ---------------------------- Witness STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared KeyCorp Shareholder Services, Inc., not individually but as Depository, by Richard Petrulis and Steven Bulloch, its Assistant Secretary and President, respectively, who acknowledged that they did sign the foregoing on behalf of said Depository by authority of its board of directors and it is the same as the free act and deed of such depository and their free act and deed as such officers. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Cleveland, Ohio this 29th day of December 1998. /s/ Laura Freeswick ------------------------------- [Notarial Seal] Notary Public -20- 21 NACCO INDUSTRIES, INC. /s/ Authorized Signatory By: /s/ Alfred M. Rankin, Jr. - ---------------------------- ---------------------------------- Witness /s/ Joyce Conti - ---------------------------- Witness /s/ Authorized Signatory By: /s/ Charles A. Bittenbender - ---------------------------- ---------------------------------- Witness /s/ Joyce Conti - ---------------------------- Witness STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared NACCO Industries, Inc., a Delaware corporation, by Alfred M. Rankin, Jr. and Charles A. Bittenbender, its Chairman, President and CEO and Vice President, General Counsel and Secretary, respectively, who acknowledged that they did sign the foregoing instrument on behalf of said corporation by authority of its board of directors, and that the same is the free act and deed of said corporation and their free act and deed as such officers. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Cleveland, Ohio, this 8th day of September 1998. /s/ Charles A. Bittenbender ------------------------------------ [Notarial Seal] Notary Public -21- 22 THE PARTICIPATING STOCKHOLDERS listed in Exhibit A attached hereto and incorporated herein by this reference /s/ Authorized Signatory By: /s/ Alfred M. Rankin, Jr. - ---------------------------- ---------------------------------------- Witness Alfred M. Rankin, Jr. Attorney-in-Fact /s/ Authorized Signatory - ---------------------------- Witness STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared the Participating Stockholders listed on Exhibit A hereto by their attorney-in-fact Alfred M. Rankin, Jr., who acknowledged that he did sign the foregoing instrument as attorney-in-fact for the Participating Stockholders, and that the same is the free act and deed of the Participating Stockholders and his free act and deed as attorney-in-fact. IN TESTIMONY WHEREOF, I hereunto set my hand and official seal at Gates Mills, Ohio, this 8th day of September 1998. /s/ Beverly Speer ------------------------------- [Notarial Seal] Notary Public -22- EX-20 3 EXHIBIT 20 1 Exhibit 20 AMENDMENT TO STOCKHOLDERS' AGREEMENT This AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of December 26, 1998 (this "Amendment"), by and among KeyCorp Shareholder Services, Inc. (successor by merger to Ameritrust Company National Association), as depository ("Depository"), the Participating Stockholders under the Stockholders' Agreement, dated as of March 15, 1990, as amended, NACCO Industries, Inc. and the new Participating Stockholder identified on the signature page hereto (the "New Participating Stockholder"). This Amendment sets forth the terms and conditions on which the New Participating Stockholder will join in and become a party to the Stockholders' Agreement, dated as of March 15, 1990, as amended (the "Stockholders' Agreement"), by and among each of the signatories identified therein, NACCO Industries, Inc., a Delaware corporation (the "Corporation"), and the Depository. Capitalized terms defined in the Stockholders' Agreement are used herein as so defined. Pursuant to Section 8 of the Stockholders' Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders' Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee. In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows: 1. Representations and Warranties. The New Participating Stockholder, for such New Participating Stockholder only and not for any other Participating Stockholder, represents and warrants to the other Participating Stockholders and the Corporation as follows: 2 (a) Such New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the beneficial owner of, the shares of Class B Common Stock identified below such New Participating Stockholder's name on the signature pages hereto (except as otherwise described thereon), and except as otherwise described thereon such New Participating Stockholder does not own of record or beneficially or have any interest in any other shares of Class B Common Stock or any options to purchase or rights to subscribe or otherwise acquire any other shares of Class B Common Stock other than pursuant to the Stockholders' Agreement; (b) Such New Participating Stockholder has the right, power and authority to execute and deliver this Amendment and to perform such New Participating Stockholder's obligations hereunder and under the Stockholders' Agreement; if this Amendment is being executed by a trustee on behalf of a trust, such trustee has full right, power and authority to enter into this Amendment on behalf of the trust and to bind the trust and its beneficiaries to the terms hereof; if this Amendment is being executed on behalf of a Participating Stockholder Organization, the person executing this Amendment is a duly authorized representative of such Participating Stockholder Organization with full right, power and authority to execute and deliver this Amendment on behalf of such Participating Stockholder Organization and to bind such Participating Stockholder Organization to the terms hereof; the execution, delivery and performance of this Amendment by such New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which such New Participating Stockholder is a party or by which -2- 3 such New Participating Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to such New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body; (c) This Amendment and the Stockholders' Agreement constitute legal, valid and binding agreements on the part of such New Participating Stockholder; the shares of Class B Common Stock owned beneficially by such New Participating Stockholder are fully paid and nonassessable; and (d) The shares of Class B Common Stock owned beneficially by such New Participating Stockholder are now held by such New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders' Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate). 2. Address for Notices. The address for all notices to the New Participating Stockholder provided pursuant to the Stockholders' Agreement shall be the address set forth below such New Participating Stockholder's name on the signature pages hereto, or to such other address as such New Participating Stockholder may specify to the Depository. 3. Agreement to be Bound by Stockholders' Agreement. The New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders' Agreement applicable to Participating Stockholders. 4. Beneficiaries. The New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment. -3- 4 5. Amendment of Stockholders' Agreement. The Stockholders' Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder. 6. Signature of Amendment by Trusts, Minors and Incompetents. (a) In order for a trust exclusively (as defined in Section 1.9 of the Stockholders' Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder: (i) the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders' Agreement or shall sign this Amendment as a Participating Stockholder; (ii) the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such minor beneficiaries; or (iii) the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such incompetent beneficiaries. (b) If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary has not previously signed the Stockholders' Agreement, then if such beneficiary shall fail or be unable to sign this Amendment for a period of 30 calendar days following notification to such beneficiary of the terms of this Amendment and the Stockholders' Agreement by the Depository and following signature of this Amendment by the trustee, the trust shall thereupon cease to be a -4- 5 Participating Stockholder and Section 3.2 of the Stockholders' Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable. (c) In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder. (d) In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder. (e) In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Amendment on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder. (f) When a minor described in Section 6(c) or (d) reaches the age of majority, or an incompetent described in Section 6(e) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such -5- 6 Family Member of the terms of the Stockholders' Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders' Agreement shall then apply as if the shares of Class B Common Stock were then to be converted. 7. Power of Attorney. The undersigned New Participating Stockholder hereby constitutes and appoints Frank E. Taplin, Jr., Thomas E. Taplin, Alfred M. Rankin, Jr., Dennis W. LaBarre, Michael G. Marting, Charles A. Bittenbender, and each of them as the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any capacities to: (a) Execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of Shares of Class B Common Stock subject to the Stockholders' Agreement as amended by this Amendment, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and (b) Execute and deliver any and all Amendments whereby a Family Member or a Charitable Organization or a Participating Stockholder Organization becomes a Participating Stockholder, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and -6- 7 about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 7. The grant of this power of attorney shall not be affected by any disability of the undersigned New Participating Stockholder. If applicable law requires additional or substituted language in order to validate the power of attorney intended to be granted by this Section 7, the New Participating Stockholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney. 8. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, without production of the others. IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written. -7- 8 CORBIN RANKIN /s/ Karen Marie Weiss By: /s/ Corbin Rankin - -------------------------- -------------------------- Witness Name: Corbin Rankin Date as of: December 30, 1998 Address: 214 Banbury Road Richmond, VA 23221 Number of Shares of Class B Common Stock -8- 9 STATE OF VIRGINIA ) ) SS: COUNTY OF HENRICE ) Before me, a Notary Public in and for said State and County, personally appeared the above-named Corbin Rankin, individually, who acknowledged that she did sign the foregoing instrument and that the same is her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Richmond, Virginia this 30th day of December 1998. /s/ Karen Marie Weiss ------------------------------- [Notarial Seal] Notary Public -9- 10 ALISON A. RANKIN /s/ Debra A. Bauer By: /s/ Alison A. Rankin - ---------------------------- -------------------------- Witness Name: Alison A. Rankin Date as of: December 29, 1998 Address: 1449 Carpenter Road Gates Mills, OH 44040 Number of Shares of Class B Common Stock -10- 11 STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared the above-named Alison A. Rankin, individually, who acknowledged that she did sign the foregoing instrument and that the same is her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Gates Mills, Ohio this 29th day of December 1998. /s/ David R. Jones ------------------------------ [Notarial Seal] Notary Public -11- 12 KeyCorp Shareholder Service, Inc. as Depository c/o KeyBank NA 127 Public Square Cleveland, Ohio 44114 /s/ Janet M. Gob By: /s/ Richard Petrulis - ---------------------------- ------------------------------ Witness /s/ Marc Browning - ---------------------------- Witness /s/ Janet M. Gob And: /s/ Steven Bulloch - ---------------------------- ------------------------------ Witness /s/ Marc Browning - ---------------------------- Witness STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared KeyCorp Shareholder Services, Inc., not individually but as Depository, by RICHARD PETRULIS and STEVEN BULLOCH, its ASSISTANT SECRETARY and PRESIDENT, respectively, who acknowledged that they did sign the foregoing on behalf of said Depository by authority of its board of directors and it is the same as the free act and deed of such depository and their free act and deed as such officers. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Cleveland, Ohio this 29th day of December 1998. /s/ Laura Freeswick -------------------------------- [Notarial Seal] Notary Public -12- 13 NACCO INDUSTRIES, INC. /s/ Charles A. Bittenbender By: /s/ Alfred M. Rankin, Jr. - ---------------------------- ------------------------------ Witness /s/ John C. Butler, Jr. - ---------------------------- Witness /s/ Charles A. Bittenbender By: /s/ John C. Butler, Jr. - ---------------------------- ------------------------------ Witness /s/ Helen Butler - ---------------------------- Witness STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared NACCO Industries, Inc., a Delaware corporation, by Alfred M. Rankin, Jr. and John C. Butler, Jr., its Chairman, President and CEO and Vice President and Treasurer, respectively, who acknowledged that they did sign the foregoing instrument on behalf of said corporation by authority of its board of directors, and that the same is the free act and deed of said corporation and their free act and deed as such officers. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Cleveland, Ohio, this 26th day of December 1998. /s/ Charles A. Bittenbender ------------------------------------ [Notarial Seal] Notary Public -13- 14 THE PARTICIPATING STOCKHOLDERS listed in Exhibit A attached hereto and incorporated herein by this reference /s/ Charles A. Bittenbender By: /s/ Alfred M. Rankin, Jr. - ---------------------------- ----------------------------------- Witness Alfred M. Rankin, Jr. Attorney-in-Fact /s/ John C. Butler, Jr. - ---------------------------- Witness STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) Before me, a Notary Public in and for said State and County, personally appeared the Participating Stockholders listed on Exhibit A hereto by their attorney-in-fact Alfred M. Rankin, Jr., who acknowledged that he did sign the foregoing instrument as attorney-in-fact for the Participating Stockholders, and that the same is the free act and deed of the Participating Stockholders and his free act and deed as attorney-in-fact. IN TESTIMONY WHEREOF, I hereunto set my hand and official seal at Gates Mills, Ohio, this 26th day of December 1998. /s/ Charles A. Bittenbender ------------------------------------- [Notarial Seal] Notary Public -14- -----END PRIVACY-ENHANCED MESSAGE-----