-----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, HRcWzzaShubqYP+WcW6hx92RtrrnZW/JdLceDyiMrh1ISY/qAtMq8kvRkPWAqZ8k s9oNAwBrqs8eVYaXvbU6Hg== 0000950152-02-000153.txt : 20020413 0000950152-02-000153.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950152-02-000153 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020110 GROUP MEMBERS: CHLOE O. RANKIN GROUP MEMBERS: CLAIBORNE R. RANKIN GROUP MEMBERS: CLARA RANKIN WILLIAMS GROUP MEMBERS: CORBIN RANKIN GROUP MEMBERS: DAVID B. WILLIAMS GROUP MEMBERS: JOHN C. BUTLER, JR. GROUP MEMBERS: MATTHEW M. RANKIN GROUP MEMBERS: SCOTT SEELBACH GROUP MEMBERS: THOMAS T. RANKIN GROUP MEMBERS: VICTOIRE G. RANKIN 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 STREET 2: NACCO INDUSTRIES INC CITY: MAYFIELD STATE: OH ZIP: 44124 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 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: 1934 Act SEC FILE NUMBER: 005-38001 FILM NUMBER: 2506881 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124-4017 BUSINESS PHONE: 4404499668 MAIL ADDRESS: STREET 1: 5875 LANDERBRROK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 SC 13D/A 1 l92263asc13da.txt NACCO INDUSTRIES/ALFRED M. RANKIN JR. SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 7) NACCO Industries, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.50 per share - -------------------------------------------------------------------------------- (Title and Class of Securities) 629579 10 3 - -------------------------------------------------------------------------------- (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) December 26, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 21 Pages) - ------------------------- -------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 2 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alfred M. Rankin, Jr. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- --------------------------------------- 7 SOLE VOTING POWER 177,107 -------- --------------------------------------- 8 SHARED VOTING POWER NUMBER OF 912,671 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 177,107 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 912,671 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,089,778 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ----------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 3 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas T. Rankin - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- --------------------------------------- 7 SOLE VOTING POWER 86,771 -------- --------------------------------------- 8 SHARED VOTING POWER NUMBER OF 743,495 SHARES -------- --------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 86,771 PERSON WITH -------- --------------------------------------- 10 SHARED DISPOSITIVE POWER 743,495 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,266 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- -------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 4 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Claiborne R. Rankin - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- -------------------------------------- 7 SOLE VOTING POWER 80,004 -------- -------------------------------------- 8 SHARED VOTING POWER NUMBER OF 760,271 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 80,004 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 760,271 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 840,275 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- -------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 5 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- -------------------------------------- 7 SOLE VOTING POWER 8,475 -------- -------------------------------------- 8 SHARED VOTING POWER NUMBER OF 30,106 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 8,475 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 768,401 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 776,876 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 6 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Matthew M. Rankin - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- -------------------------------------- 7 SOLE VOTING POWER 8,774 -------- -------------------------------------- 8 SHARED VOTING POWER NUMBER OF 1,800 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 8,774 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 740,095 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 748,869 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 7 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Victoire G. Rankin - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- -------------------------------------- 7 SOLE VOTING POWER 17,156 -------- -------------------------------------- 8 SHARED VOTING POWER NUMBER OF 334,327 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 17,156 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 1,072,622 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,089,778 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 8 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corbin Rankin - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- ------------------------------------- 7 SOLE VOTING POWER 3,400 -------- ------------------------------------- 8 SHARED VOTING POWER NUMBER OF 88,571 SHARES -------- ------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 3,400 PERSON WITH -------- ------------------------------------- 10 SHARED DISPOSITIVE POWER 826,866 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,266 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 9 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chloe O. Rankin - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- --------------------------------------- 7 SOLE VOTING POWER 8,100 -------- --------------------------------------- 8 SHARED VOTING POWER NUMBER OF 93,880 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 8,100 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 832,175 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 840,275 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 10 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David B. Williams - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- -------------------------------------- 7 SOLE VOTING POWER 340 -------- -------------------------------------- 8 SHARED VOTING POWER NUMBER OF 30,446 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 340 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 768,741 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 769,081 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 11 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clara Rankin Williams - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- -------------------------------------- 7 SOLE VOTING POWER 340 -------- -------------------------------------- 8 SHARED VOTING POWER NUMBER OF 30,446 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 340 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 768,741 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 769,081 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 12 OF 21 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scott Seelbach - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - See Item 3 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------- -------- -------------------------------------- 7 SOLE VOTING POWER 0 -------- -------------------------------------- 8 SHARED VOTING POWER NUMBER OF 7,716 SHARES -------- -------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 0 PERSON WITH -------- -------------------------------------- 10 SHARED DISPOSITIVE POWER 746,011 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,011 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 13 OF 21 PAGES - ------------------------------ ---------------------------- The Amendment No. 7 to Schedule 13D (this "Amendment") is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class A Common Stock (the "Class A Common") of NACCO Industries, Inc. (the "Company") that appeared in the Schedule 13D filed by the Reporting Persons on February 18, 1998 (the "Initial Filing"), as amended on March 30, 1998 (the "Amendment No. 1"), as amended on April 9, 1998 (the "Amendment No. 2"), as amended on January 11, 1999 (the "Amendment No. 3"), as amended on May 14, 1999 (the "Amendment No. 4"), as amended on November 13, 2000 (the "Amendment No. 5"), as amended on February 14, 2001 (the "Amendment No. 6") (collectively, the "Filings"). This Amendment reflects certain gifts of partnership interests in Rankin Associates II, L.P. (the "Partnership") made by trusts for the benefit of Mrs. Clara L.T. Rankin and Mr. Bruce T. Rankin (two of the Reporting Persons under the Initial Filing) effective December 26, 2001 to certain of Mrs. Rankin's descendants and spouses thereof, either in their individual capacities, as custodians or in their capacities as trustees for trusts created for the benefit of certain of Mrs. Rankin's descendants and spouses thereof ("Donees"). Certain of the Donees are Reporting Persons under the Filings. This Amendment also reflects certain gifts effective December 26, 2001 of partnership interests in the Partnership by trusts for the benefit of: (i) Thomas T. Rankin (one of the Reporting Persons under the Initial Filing) to his descendants and (ii) Roger F. Rankin (one of the Reporting Persons under the Initial Filing) to his descendants. This Amendment is filed in order to provide information with respect to two Donees who were not Reporting Persons under the Filings ("New Reporting Person"), to disclose each New Reporting Person's beneficial ownership of all 738,295 shares of Class A Common held by such person as a result of becoming a Partner of the Partnership. In addition, this Amendment is filed to update certain information regarding the beneficial ownership of Class A Common held by the Reporting Persons other than the New Reporting Persons. Effective as of December 26, 2001, the New Reporting Persons became Partners under the Partnership Agreement, and, as of December 26, 2001, all references to Reporting Persons, Reporting Individuals and Partners in the Filings and this Amendment shall include the New Reporting Persons. This Amendment discloses only changes in information from the Filings. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Filings. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Schedule 13D relating to the individual Reporting Persons is hereby amended as follows: (a) - (c) Following the entry for David B. Williams that appears in Amendment No. 5, insert the following information with respect to the New Reporting Persons: CLARA RANKIN WILLIAMS. Ms. Williams' business address is 8550 West Bryn Mawr Road, Suite 200, Chicago, Illinois 60631. She is the Director of Business Development at ubid.com. - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 14 OF 21 PAGES - ------------------------------ ---------------------------- SCOTT SEELBACH. Mr. Seelbach's business address is 5900 Landerbrook Drive, Suite 200, Cleveland, Ohio 44124. He is an Investment Associate with Primus Venture Partners. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) The sixth paragraph under the heading "Item 5. Interest in Securities of the Issuer" in the Filings reporting the beneficial ownership of Class A Common by Alfred M. Rankin, Jr. is hereby deleted and replaced in its entirety as follows: ALFRED M. RANKIN, JR. Mr. Rankin (a) shares with National City Bank, a national banking association ("NCB"), the power to vote and dispose of 2,000 shares of Class A Common pursuant to the Agreement with Clara L.T. Rankin, dated September 22, 1988, creating a charitable trust for 20 years and then for the benefit of her grandchildren, (b) shares with Clara L.T. Rankin the power to dispose of 38,400 shares of Class A Common pursuant to the Agreement with Clara L.T. Rankin dated July 20, 2000, creating a trust for the benefit of her grandchildren, (c) shares with NCB the power to vote and dispose of 26,608 shares of Class A Common held by the AM Rankin Sr. Trust A for the benefit of grandchildren, (d) shares with Helen Rankin Butler the power to vote and dispose of 30,106 shares of Class A Common held in trust for the benefit of Helen Rankin Butler, (e) shares with Clara T. (Rankin) Williams the power to vote and dispose of 30,106 shares of Class A Common held in trust for the benefit of Clara T. (Rankin) Williams, (f) shares the power to dispose of 738,295 shares of Class A Common with RMI and the other Reporting Individuals, (g) has the sole power to vote and dispose of 163,107 shares of Class A Common under the Agreement, dated September 28, 2000, creating a trust for the benefit of Mr. Rankin, (h) shares with NCB the power to vote and dispose of 30,000 shares of Class A Common held in trust for the benefit of Clara L.T. Rankin under the Agreement, dated January 5, 1977, (i) has the sole power to vote and dispose of an additional 14,000 shares of Class A Common and (j) is deemed to share with his spouse the power to vote and dispose of 17,156 shares of Class A Common owned by his spouse (Victoire G. Rankin) because she resides with him. Collectively, the 1,089,778 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 16.6% of the Class A Common outstanding as of December 31, 2001. The business address of Helen Rankin Butler is Camp Aloha Hive, RR #1, Box 289, Fairlee, Vermont 05045. Mrs. Helen Rankin Butler is employed as the Director of Camp Aloha Hive. To the knowledge of the Reporting Individuals, during the last five years, Helen Rankin Butler has not been convicted in any criminal proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 15 OF 21 PAGES - ------------------------------ ---------------------------- The seventh paragraph under the heading "Item 5. Interest in Securities of the Issuer" in the Filings reporting the beneficial ownership of Class A Common by Thomas T. Rankin is hereby deleted and replaced in its entirety as follows: THOMAS T. RANKIN. Mr. Rankin (a) has sole power to vote and to dispose of 83,871 shares of Class A Common under the Agreement, dated December 29, 1967, creating a revocable trust for the benefit of Mr. Rankin; (b) has sole power to vote and dispose of 2,900 shares of Class A Common held by Mr. Rankin as custodian for his minor son; (c) is deemed to share with his spouse the power to vote and to dispose of 2,900 shares of Class A Common Stock owned by his spouse (Corbin Rankin) and 500 shares of Class A Common held by his spouse as custodian for their minor son because she resides with him; (d) shares the power to vote and dispose of 1,800 shares of Class A Common as co-trustee, with a majority age son (Matthew M. Rankin), of a trust for the benefit of such son and (e) shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common. Collectively, the 830,266 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 12.7% of the Class A Common outstanding as of December 31, 2001. The eighth paragraph under the heading "Item 5. Interest in Securities of the Issuer" in the Filings reporting the beneficial ownership of Class A Common by Claiborne R. Rankin is hereby deleted and replaced in its entirety as follows: CLAIBORNE R. RANKIN. Mr. Rankin (a) has sole power to vote and dispose of 75,804 shares of Class A Common under the Agreement, dated June 22, 1971, creating a revocable trust created for the benefit of Mr. Rankin, (b) has shared power to vote and dispose of 6,160 shares of Class A Common held by Mr. Rankin as trustee for his son (Claiborne R. Rankin, Jr.), (c) has sole power to vote and dispose of 4,200 shares of Class A Common held by Mr. Rankin as custodian for his minor daughter, (d) is deemed to share, as trustee, the power to vote and dispose of 7,716 shares of Class A Common held in trust for the benefit of his daughter (Chloe E. Seelbach) and (e) is deemed to share with his spouse the power to vote and dispose of 8,100 shares of Class A Common owned by his spouse (Chloe O. Rankin) because she resides with him and (f) shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common. Collectively, the 840,275 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 12.8% of the Class A Common outstanding as of December 31, 2001. The address of Claiborne R. Rankin, Jr. is 36779 Cedar Road, Gates Mills, Ohio 44040. Claiborne R. Rankin, Jr. is a student. The business address of Chloe E. Seelbach is 200 Public Square, Cleveland, Ohio 44114. Ms. Seelbach is employed as a consultant with Accenture. To the knowledge of the Reporting Individuals, during the last five years, neither Claiborne R. Rankin, Jr. nor Chloe E. Seelbach has been convicted in any criminal proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 16 OF 21 PAGES - ------------------------------ ---------------------------- The eleventh paragraph under the heading "Item 5. Interest in Securities of the Issuer" which appears in the Filings reporting the beneficial ownership of Class A Common by John C. Butler, Jr. is hereby deleted and replaced in its entirety as follows: JOHN C. BUTLER, JR. Mr. Butler (a) by virtue of the Partnership Interests received as gifts, shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common; (b) has sole power to vote and dispose of 8,475 shares of Class A Common held by Mr. Butler, including 4,840 shares of Class A Common under the Agreement, dated June 17, 1999, creating a revocable trust for the benefit of Mr. Butler, 2,800 shares of Class A Common held in his individual retirement account, 495 shares of Class A Common held by Mr. Butler as custodian of his minor daughter and 340 shares of Class A Common held by Mr. Butler as custodian for his minor son and (c) is deemed to share with his spouse (Helen Rankin Butler) the power to vote and dispose of 30,106 shares of Class A Common beneficially owned by his spouse because she resides with him. Collectively, the 776,876 shares of Class A Common beneficially owned by Mr. Butler constitute approximately 11.8% of the Class A Common outstanding as of December 31, 2001. The twelfth paragraph under the heading "Item 5. Interest in Securities of the Issuer" in the Filings reporting the beneficial ownership of Class A Common by Matthew M. Rankin is hereby deleted and replaced in its entirety as follows: MATTHEW M. RANKIN. Mr. Rankin (a) has sole power to vote and dispose of 8,774 shares of Class A Common under the Agreement, dated December 20, 1993, creating a revocable trust for the benefit of Mr. Rankin, (b) shares the power to vote and dispose of 1,800 shares of Class A Common as co-trustee, with his father (Thomas T. Rankin) of a trust for his benefit and (c) by virtue of the Partnership Interests received as gifts, shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common. Collectively, the 748,869 of Class A Common beneficially owned by Mr. Rankin constitute approximately 11.4% of the Class A Common outstanding as of December 31, 2001. The fifteenth paragraph under the heading "Item 5. Interest in Securities of the Issuer" in the Filings reporting the beneficial ownership of Class A Common by Victoire G. Rankin is hereby deleted and replaced in its entirety as follows: VICTOIRE G. RANKIN. Mrs. Rankin (a) by virtue of the Partnership Interests received as a gift from Clara L.T. Rankin, shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common, (b) has the sole power to vote and dispose of 17,156 shares of Class A Common, (c) is deemed to share the power to vote and dispose of 2,000 shares of Class A Common owned by a charitable trust for 20 years and then for the benefit of the grandchildren of Clara L.T. Rankin because her spouse (Alfred M. Rankin, Jr.) is co-trustee of such trust and her spouse resides with her, (d) is deemed to share the power to vote and dispose of 38,400 shares of Class A Common owned by a trust created for the benefit of the grandchildren of Clara L.T. Rankin because her spouse is trustee of such trust and her spouse resides with her, (e) is deemed to share the power to vote and dispose of 26,608 shares of Class A - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 17 OF 21 PAGES - ------------------------------ ---------------------------- Common owned by a trust created for the benefit of the grandchildren of Alfred M. Rankin, Sr. because her spouse is co-trustee of such trust and her spouse resides with her, (f) is deemed to share the power to vote and dispose of 30,106 shares of Class A Common owned by a trust created for the benefit of Helen (Rankin) Butler because her spouse is co-trustee of such trust and her spouse resides with her, (g) is deemed to share the power to vote and dispose of 30,106 shares of Class A Common held in trust for the benefit of Clara T. (Rankin) Williams because her spouse is co-trustee of such trust and her spouse resides with her, (h) is deemed to share the power to vote and dispose of 163,107 shares of Class A Common owned by a revocable trust for the benefit of her spouse because her spouse resides with her, (i) is deemed to share the power to vote and dispose of an additional 14,000 shares of Class A Common owned by her spouse because her spouse resides with her, and (j) is deemed to share the power to vote and dispose of 30,000 shares of Class A Common held in trust for the benefit of Clara L. T. Rankin because her spouse is co-trustee of such trust and her spouse resides with her. Collectively, the 1,089,778 shares of Class A Common constitute approximately 16.6% of the Class A Common outstanding as of December 31, 2001. The sixteenth paragraph under the heading "Item 5. Interest in Securities of the Issuer" in the Filings reporting the beneficial ownership of Class A Common by Corbin Rankin is hereby deleted and replaced in its entirety as follows: CORBIN RANKIN. Mrs. Rankin (a) by virtue of the Partnership Interests received as a gift from Clara L.T. Rankin, shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common, (b) has sole power to vote and dispose of 2,900 shares of Class A Common held by Mrs. Rankin and 500 shares of Class A Common held by Mrs. Rankin as custodian for her minor son, (c) is deemed to share with her spouse (Thomas T. Rankin) the power to vote and dispose of 83,871 shares of Class A Common owned by a revocable trust for the benefit of her spouse because her spouse resides with her, (d) is deemed to share with her spouse the power to vote and dispose of 2,900 shares of Class A Common held by her spouse as custodian for their minor son because her spouse resides with her and (e) is deemed to share with her spouse the power to vote and dispose of 1,800 shares of Class A Common held by her spouse as co-trustee of a trust for the benefit of a majority age son because her spouse resides with her. Collectively, the 830,266 shares of Class A Common beneficially owned by Mrs. Rankin constitute approximately 12.7% of the Class A Common outstanding as of December 31, 2001. The seventeenth paragraph under the heading "Item 5. Interest in Securities of the Issuer" in the Filings reporting the beneficial ownership of Class A Common by Chloe O. Rankin is hereby deleted and replaced in its entirety as follows: CHLOE O. RANKIN. Mrs. Rankin (a) by virtue of the Partnership Interests received as a gift from Clara L.T. Rankin, shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common, (b) is deemed to share the power to vote and dispose of 75,804 shares of Class A Common owned by a revocable trust created for the benefit of her spouse (Claiborne R. Rankin) because her spouse resides with her, (c) is deemed to share the power to vote and dispose of 6,160 shares of Class A Common held by her spouse as trustee for their son, (d) is deemed to share the power to vote and dispose of 4,200 shares of Class A Common held by her - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 18 OF 21 PAGES - ------------------------------ ---------------------------- spouse as custodian for their minor daughter, (e) is deemed to share the power to vote and dispose of 7,716 shares of Class A Common held in trust for the benefit of her daughter because her spouse is trustee of such trust and her spouse resides with her and (f) has the sole power to vote and dispose of 8,100 shares of Class A Common owned by Mrs. Rankin. Collectively, the 840,275 shares of Class A Common beneficially owned by Mrs. Rankin constitute approximately 12.8% of the Class A Common outstanding as of December 31, 2001. The eighteenth paragraph under the heading "Item 5. Interest in Securities of the Issuer" which appears in the Filings reporting the beneficial ownership of Class A Common by David B. Williams is hereby deleted and replaced in its entirety as follows: DAVID B. WILLIAMS. Mr. Williams (a) by virtue of the Partnership Interests he received as a gift from Clara L.T. Rankin and from Alfred M. Rankin, Jr. and Victoire G. Rankin, shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common, (b) has sole power to vote and dispose of 340 shares of Class A Common held by Mr. Williams, (c) is deemed to share with his spouse the power to vote and dispose of 30,106 shares of Class A Common beneficially owned by his spouse (Clara Rankin Williams) because she resides with him and (d) is deemed to share with his spouse the power to vote and dispose of 340 shares of Class A Common held by his spouse as custodian for their minor daughter because his spouse resides with him. Collectively, the 769,081 shares of Class A Common beneficially owned by Mr. Williams constitute approximately 11.7% of the Class A Common outstanding as of December 31, 2001. Following the entry for David B. Williams under the heading "Item 5. Interest in Securities of the Issuer" in the Filings, insert the following information with respect to the New Reporting Persons: CLARA RANKIN WILLIAMS. Mrs. Williams (a) by virtue of the Partnership Interests received as gifts, shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common, (b) is deemed to share with her father (Alfred M. Rankin, Jr.) the power to vote and dispose of 30,106 shares of Class A Common held by a revocable trust created for her benefit and of which her father is the trustee, (c) has sole power to vote and dispose of 340 shares of Class A Common held by Mrs. Williams as custodian for her minor daughter and (d) is deemed to share with her spouse the power to vote and dispose of 340 shares of Class A Common owned by her spouse (David Williams) because he resides with her. Collectively, the 769,081 shares of Class A Common beneficially owned by Mrs. Williams constitute approximately 11.7% of the Class A Common outstanding as of December 31, 2001. SCOTT SEELBACH. Mr. Seelbach (a) by virtue of the Partnership Interests received as a gift from Clara L.T. Rankin, shares with RMI and the other Reporting Individuals the power to dispose of 738,295 shares of Class A Common and (b) is deemed to share the power to vote and dispose of 7,716 shares of Class A Common held in trust for the benefit of his spouse because his spouse (Chloe E. Seelbach) resides with him. Collectively, the 746,011 shares of Class A Common beneficially owned by Mr. Seelbach constitute approximately 11.4% of the Class A Common outstanding as of December 31, 2001. - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 19 OF 21 PAGES - ------------------------------ ---------------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Effective as of December 26, 2001, the Partnership Agreement was amended to clarify certain definitions therein. All references to the Partnership Agreement in the Filings shall hereinafter be deemed to refer to the Partnership Agreement, as amended by Amendment No. 1 to Limited Partnership Agreement of Rankin Associates II, L.P., dated as of December 26, 2001, among RMI and the Partners. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (Exhibit 6) Amendment No. 1 to Limited Partnership Agreement of Rankin Associates II, L.P., dated as of December 26, 2001 [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON NEXT PAGE.] - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 20 OF 21 PAGES - ------------------------------ ---------------------------- 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: January 10, 2002 Name: Rankin Associates II, L.P. By: Rankin Management, Inc., its Managing Partner By: /s/ Alfred M. Rankin, Jr. ------------------------------------ Alfred M. Rankin, Jr., President Name: Rankin Management, Inc. By: /s/ Alfred M. Rankin, Jr. ------------------------------------ Alfred M. Rankin, Jr., President REPORTING INDIVIDUALS /s/ Alfred M. Rankin, Jr. ---------------------------------------------- Name: Alfred M. Rankin, Jr. Name: Rankin Management, Inc. By: /s/ Alfred M. Rankin, Jr. ------------------------------------------ Alfred M. Rankin, Jr., President Attorney-in-Fact for Clara L.T. Rankin* Attorney-in-Fact for Thomas T. Rankin* Attorney-in-Fact for Claiborne R. Rankin* Attorney-in-Fact for Roger F. Rankin* Attorney-in-Fact for Bruce T. Rankin* Attorney-in-Fact for John C. Butler, Jr.* Attorney-in-Fact for Matthew M. Rankin* Attorney-in-Fact for James T. Rankin* Attorney-in-Fact for Alison A. Rankin* Attorney-in-Fact for Victoire G. Rankin* Attorney-in-Fact for Corbin Rankin* Attorney-in-Fact for Chloe O. Rankin* Attorney-in-Fact for David B. Williams* Attorney-in-Fact for Clara Rankin Williams* Attorney-in-Fact for Scott Seelbach* - ------------------------------ ---------------------------- CUSIP NO. 629579 10 3 SCHEDULE 13D PAGE 21 OF 21 PAGES - ------------------------------ ---------------------------- - ------------------ * The power of attorney authorizing the above named individuals to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 2 at page 16 and in Exhibit 4 at pages 25 through 26 of the Initial Filing. EX-6 3 l92263aex6.txt EXHIBIT 6 (Exhibit 6) AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES II, L.P. ----------------------------- This AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES II, L.P. (this "Amendment No. 1"), dated as of December 26, 2001, is made by and among Rankin Management, Inc., a Delaware corporation, as general partner, and the persons indicated as limited partners on SCHEDULE A, as previously amended (the "Limited Partners"), to the Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998 (the "Partnership Agreement") as Limited Partners. Unless otherwise indicated, capitalized terms used herein without definition shall have the respective meanings set forth in the Partnership Agreement. RECITALS: --------- A. The current Partners of the Partnership wish to amend the Partnership Agreement to amend certain definitions contained in the Partnership Agreement. AGREEMENTS: ----------- In consideration of the mutual promises, covenants and agreements set forth in this Amendment No. 1, the Partners agree as follows: 1. The definition of "Authorized Transferee" set forth in Section 1.5 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof: "AUTHORIZED TRANSFEREE" means any Initial Limited Partner and any Family Member who is a Partner or who, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Person in accordance with the terms of this Agreement. 2. The definition of "Family Member" set forth in Section 1.17 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof: "FAMILY MEMBER" means the spouse or surviving spouse of an Initial Limited Partner, any descendant of an Initial Limited Partner, a spouse or surviving spouse of any such descendant, or, in each case, a Qualified Fiduciary of such Person. Notwithstanding anything to the contrary contained herein: (a) the surviving spouse of an Initial Limited Partner or of a descendent of an Initial Limited Partner, and in each case, a Qualified Fiduciary of such Person, shall cease to be a Family Member upon the remarriage of such Person to other than an Initial Limited Partner or descendent of an Initial Limited Partner; and (b) the spouse of an Initial Limited Partner or of a descendent of an Initial Limited Partner, and in each case, a Qualified Fiduciary of such Person, shall cease to be a Family Member upon legal separation, divorce or dissolution of such spouse's marriage to such Initial Limited Partner or descendent; and (c) a Qualified Fiduciary of any individual shall cease to be a Family Member from and after any event or lapse of time which causes such fiduciary to no longer qualify as a Qualified Fiduciary as defined in Section 1.54. 3. The definition of "Initial Limited Partners" set forth in Section 1.26 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof: "INITIAL LIMITED PARTNERS" means Alfred M. Rankin, Jr., Bruce T. Rankin, Claiborne R. Rankin, Roger F. Rankin and Thomas T. Rankin or, in each case, a Qualified Fiduciary of such individual. 4. The definition of "Qualified Fiduciary" set forth in Section 1.54 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof: "QUALIFIED FIDUCIARY" of any individual means (a) the trustee of a trust that has been established by such individual (the "Grantor" of that trust) and which is revocable by the Grantor; (b) the trustee of any other trust (including without limitation a voting trust) created by such individual if and as long as the trust is held for the current benefit of one or more of Clara T. Rankin, the Initial Limited Partners, their Family Members, and any organization contributions to which are deductible for federal income, estate or gift tax purposes ("Family and Charitable Beneficiaries") and for the current benefit of no other Person; or (c) the executor, administrator, or personal representative of a deceased individual or the guardian of an incompetent individual. In determining if the trust is held for the current benefit of one or more Family and Charitable Beneficiaries and no other Person, the focus shall only be on such Persons to whom the trustee is authorized or directed to currently make distributions of trust income or principal, and shall disregard (i) Persons who might or would benefit by reason of the exercise of a general or special powers of appointment (even if such powers are currently exercisable), and (ii) Persons who might or would benefit upon the termination of the trust, regardless of whether their interests are vested or contingent. A trust shall continue to be considered a Qualified Fiduciary upon the termination of the trust and during a reasonable period of administration (but not to exceed two years from the date or event that caused such trust to terminate), unless by reason of such termination none of the trust property is to be distributed to one or more 2 of the Family and Charitable Beneficiaries (in which event the trust shall cease to be a Qualified Fiduciary immediately prior to the date or event that caused such trust to terminate). Notwithstanding anything to the contrary contained herein (except as provided in this Section 1.54 above with respect to some trusts continuing to be considered Qualified Fiduciaries upon their termination and during a reasonable period of administration), a trust of any individual shall cease to be a Qualified Fiduciary and shall be deemed, to the extent it holds Partnership Interests, to become an Outside Partner, immediately prior to any event or lapse of time that causes such trust to no longer qualify as a Qualified Fiduciary as defined in this Section 1.54. 5. Exhibit A to the Partnership Agreement shall be deleted in its entirety and Exhibit A to this Amendment No. 1 substituted in place thereof. 6. Except as herein modified, all other provisions of the Partnership Agreement shall be and remain in full force and effect. 7. This Amendment No. 1 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. 8. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Delaware. 9. This Amendment No. 1 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Partners and delivered to the Partnership. 3 IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written. MANAGING PARTNER: RANKIN MANAGEMENT, INC. Witness /s/ Dean Tsipis By: /s/ Alfred M. Rankin, Jr. --------------------------- ---------------------------------------- Name: Alfred M. Rankin, Jr. Title: President Witness /s/ Charles Bittenbender --------------------------- Witness and /s/ Roger F. Rankin ----------------------------- --------------------------------------- Name: Roger F. Rankin Title: Secretary Witness ----------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between National City Bank, as co-trustee, and Roger F. Rankin, as co-trustee, creating a trust for the benefit of Roger F. Rankin Witness By: /s/ Roger F. Rankin -------------------- ------------------------------------------- Name: Roger F. Rankin Title: Trustee Witness -------------------- NATIONAL CITY BANK, as Trustee Witness By: /s/ Leigh H. Carter -------------------- ------------------------------------------- Name: Leigh H. Carter Title: Vice President Witness -------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between National City Bank, as co-trustee, and Thomas T. Rankin, as co-trustee, creating a trust for the benefit of Thomas T. Rankin Witness By: /s/ Thomas T. Rankin ---------------------- ---------------------------------------- Name: Thomas T. Rankin Title: Trustee Witness ---------------------- NATIONAL CITY BANK, as Trustee Witness By: /s/ Leigh H. Carter ---------------------- ----------------------------------------- Name: Leigh H. Carter Title: Vice President Witness ---------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between National City Bank, as co-trustee, and Claiborne R. Rankin, as co-trustee, creating a trust for the benefit of Claiborne R. Rankin Witness /s/ Claiborne R. Rankin, Jr. By: /s/ Claiborne R. Rankin ---------------------------- ------------------------------------- Name: Claiborne R. Rankin Title: Trustee Witness /s/ illegible ---------------------------- NATIONAL CITY BANK, as Trustee Witness By: /s/ Leigh H. Carter ----------------------------- ------------------------------------- Name: Leigh H. Carter Title: Vice President Witness ----------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin (successor in interest to the Trust created by the Agreement dated July 12, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin) Witness By: /s/ Alfred M. Rankin, Jr. ---------------------- ------------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee Witness ---------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin Jr. (successor in interest to the Trust created by the Agreement, dated August 30, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr.) Witness /s/ Dean Tsipis By: /s/ Alfred M. Rankin, Jr. ------------------------- -------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee Witness /s/ Charles Bittenbender ------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin (successor in interest to the Trust created by the Agreement, dated August 12, 1974, as supplemented, amended and restated, between National City Bank, as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin) Witness /s/ Dean Tsipis By: /s/ Alfred M. Rankin, Jr. -------------------------- ----------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee Witness /s/ Charles Bittenbender -------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated December 29, 1989, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler creating a trust for the benefit of Helen P. (Rankin) Butler Witness /s/ Dean Tsipis By: /s/ Alfred M. Rankin, Jr. ---------------------------- -------------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee Witness /s/ Charles Bittenbender --------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams, creating a trust for the benefit of Clara T. (Rankin) Williams Witness /s/ Dean Tsipis By: /s/ Alfred M. Rankin, Jr. ---------------------------- -------------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee Witness /s/ Charles Bittenbender ------------------------ Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated December 20, 1993, between Matthew M. Rankin, as trustee, and Matthew M. Rankin, creating a trust for the benefit of Matthew M. Rankin Witness By: /s/ Matthew M. Rankin ----------------------------- ------------------------------------- Name: Matthew M. Rankin Title: Trustee Witness ----------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement JAMES T. RANKIN Witness /s/ James T. Rankin -------------------------- ---------------------------------------- James T. Rankin Witness -------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement THOMAS T. RANKIN as Custodian for Thomas (Parker) Rankin under the Virginia Uniform Gifts to Minors Act Witness By: /s/ Thomas T. Rankin --------------------------- -------------------------------------- Name: Thomas T. Rankin Title: Custodian Witness --------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated January 13, 1998, between Claiborne R. Rankin, as trustee, and Chloe E. (Rankin) Seelbach, creating a trust for the benefit of Chloe E. (Rankin) Seelbach Witness /s/ Claiborne R. Rankin, Jr. By: /s/ Claiborne R. Rankin ---------------------------- -------------------------------------- Name: Claiborne R. Rankin Title: Trustee Witness /s/ illegible ---------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated August 25, 2000, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, Jr., creating a trust for the benefit of Claiborne R. Rankin, Jr. Witness /s/ illegible By: /s/ Claiborne R. Rankin ------------------------------ -------------------------------------- Name: Claiborne R. Rankin Title: Trustee Witness /s/ Charles Bittenbender ----------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement CLAIBORNE R. RANKIN as Custodian for Julia L. Rankin under the Ohio Transfers to Minors Act Witness /s/ Claiborne R. Rankin, Jr. By: /s/ Claiborne R. Rankin ----------------------------- -------------------------------------- Name: Claiborne R. Rankin Title: Custodian Witness /s/ illegible ----------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement ALISON A. RANKIN as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor Witness By: /s/ Alison A. Rankin ----------------------------- -------------------------------------- Name: Alison A. Rankin Title: Trustee Witness ----------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement ALISON A. RANKIN as trustee fbo Elizabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor Witness By: /s/ Alison A. Rankin ----------------------------- -------------------------------------- Name: Alison A. Rankin Title: Trustee Witness ---------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement JOHN C. BUTLER, JR. as Custodian for Clara Rankin Butler under the Ohio Transfers to Minors Act Witness By: /s/ John C. Butler, Jr. -------------------------- ---------------------------------- Name: John C. Butler, Jr. Title: Custodian Witness -------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement JOHN C. BUTLER, JR. Witness /s/ John C. Butler, Jr. ----------------------------- ------------------------------------- John C. Butler, Jr. Witness ---------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement CORBIN K. RANKIN Witness /s/ Corbin K. Rankin ---------------------------- ------------------------------------- Corbin K. Rankin Witness ---------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement CHLOE O. RANKIN Witness /s/ Claiborne R. Rankin, Jr. /s/ Chloe O. Rankin ------------------------------- ------------------------------------- Chloe O. Rankin Witness /s/ Claiborne R. Rankin ------------------------------ Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement ALISON A. RANKIN Witness /s/ Alison A. Rankin -------------------------------- ------------------------------------- Alison A. Rankin Witness ------------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement JOHN C. BUTLER, JR. as Custodian for Griffin B. Butler under the Ohio Transfers to Minors Act Witness By: /s/ John C. Butler, Jr. -------------------------------- -------------------------------------- Name: John C. Butler, Jr. Title: Custodian Witness ------------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement DAVID B. WILLIAMS Witness /s/ David B. Williams ----------------------------- ------------------------------------- David B. Williams Witness ------------------------------ Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement ALISON A. RANKIN as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin Witness By: /s/ Alison A. Rankin ------------------------- ------------------------------------ Name: Alison A. Rankin Title: Trustee Witness ------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement ALISON A. RANKIN as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin Witness By: /s/ Alison A. Rankin --------------------------- ------------------------------------- Name: Alison A. Rankin Title: Trustee Witness --------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated between Victoire G. Rankin, as trustee, and Victoire G. Rankin, creating a trust for the benefit of Victoire G. Rankin (successor in interest to the Trust created by the Agreement, dated July 1, 1969, as supplemented, amended and restated, between National City Bank, as trustee, and Victoire G. Rankin, creating a trust for the benefit of Victoire G. Rankin) Witness /s/ Dean Tsipis By: /s/ Victoire G. Rankin ------------------------ -------------------------------------- Name: Victoire G. Rankin Title: Trustee Witness /s/ Charles Bittenbender ------------------------ Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement Trust created by the Agreement, dated September 11, 2000, as supplemented, amended and restated, between Alison A. Rankin, as trustee, and Alison A. Rankin, creating a trust for the benefit of Alison A. Rankin Witness By: /s/ Alison A. Rankin ------------------------------ ------------------------------------ Name: Alison A. Rankin Title: Trustee Witness ----------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement SCOTT SEELBACH Witness /s/ Scott Seelbach ----------------------------- ------------------------------------- Scott Seelbach Witness ----------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement CLARA RANKIN WILLIAMS as Custodian for Margo Jamison Victoire Williams under the Ohio Transfers to Minors Act Witness By: /s/ Clara Rankin Williams -------------------------- ------------------------------------ Name: Clara Rankin Williams Title: Custodian Witness --------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement CORBIN K. RANKIN as Custodian for Thomas (Parker) Rankin under the Virginia Uniform Gifts to Minors Act Witness By: /s/ Corbin K. Rankin ------------------------- --------------------------------------- Name: Corbin K. Rankin Title: Custodian Witness ------------------------- Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement CLAIBORNE R. RANKIN as Custodian for Claiborne R. Rankin, Jr. under the Ohio Transfers to Minors Act Witness /s/ Charles Bittenbender By: /s/ Claiborne R. Rankin -------------------------- ------------------------------------- Name: Claiborne R. Rankin Title: Custodian Witness /s/ illegible -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----