0001193125-18-045230.txt : 20180214 0001193125-18-045230.hdr.sgml : 20180214 20180214143504 ACCESSION NUMBER: 0001193125-18-045230 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: RANKIN ASSOCIATES IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hamilton Beach Brands Holding Co CENTRAL INDEX KEY: 0001709164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 311236686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90132 FILM NUMBER: 18611055 BUSINESS ADDRESS: STREET 1: 4421 WATERFRONT DRIVE CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 804-273-9777 MAIL ADDRESS: STREET 1: 4421 WATERFRONT DRIVE CITY: GLEN ALLEN STATE: VA ZIP: 23060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RANKIN ALFRED M ET AL CENTRAL INDEX KEY: 0000904532 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 SC 13D/A 1 d535964dsc13da.htm SC 13D/A SC 13D/A

CUSIP No. 40701T104

  Schedule 13D/A   Page  1  of 4 Pages

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Hamilton Beach Brands Holding Company

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

40701T104

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive, Suite 300

Cleveland, Ohio 44124-4017

(440) 449-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2018

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

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.

 

 

 

* 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 40701T104

  Schedule 13D/A   Page  2  of 4 Pages

 

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rankin Associates IV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

OO – See Item 3

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH          7      

SOLE VOTING POWER

 

0

       8   

SHARED VOTING POWER

 

0

       9   

SOLE DISPOSITIVE POWER

 

0

     10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

400,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   

 

4.51% 

         
14  

TYPE OF REPORTING PERSON*

 

PN


CUSIP No. 40701T104

  Schedule 13D/A   Page  3  of 4 Pages

 

 

Part II to Schedule 13D/A

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class A Common Stock (“Class A Common”) of Hamilton Beach Brands Holding Company (the “Issuer”) held by Rankin Associates IV, L.P., a Delaware limited partnership (the “Partnership”),that appeared in the Schedule 13D filed by the Reporting Persons on October 6, 2017 (the “Initial Filing”). This Amendment No. 1 (a) updates certain information with respect to certain Reporting Persons under the Initial Filing and (b) reflects the acquisition and/or disposition of shares of Class A Common by certain Reporting Persons. Capitalized terms used herein but not defined herein have the meanings assigned to them in the Initial Filing.

 

Item 5. Interest in Securities of the Issuer.

Item 5(e) is amended and restated as follows:

Effective December 31, 2017, the Partnership has ceased to be a beneficial owner of more than 5% of Class A Common.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The statements under the heading Rankin Associates IV, L.P. are hereby deleted and replaced by the following:

Under the terms of the Amended and Restated Rankin IV Partnership Agreement, dated as of February 7, 2005, filed as Exhibit 1 to the Initial Filing, as amended by that certain Amendment to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of March 22, 2006, filed as Exhibit 2 to the Initial Filing, as amended by that certain Addendum to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of October 28, 2016, filed as Exhibit 3 to the Initial Filing, and as amended by that certain Addendum to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of December 12, 2017, filed as Exhibit 14 hereto and incorporated herein by reference, the General Partners share the power to vote the Class A Common and Class B Common held by Rankin IV. Further, under such terms, voting actions are determined by the General Partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of Class A Common and Class B Common held by Rankin IV. Under the terms of the Rankin IV Partnership Agreement, Rankin IV may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the General Partners holding more than 75% of the general partnership interests in Rankin IV and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin IV (the “Rankin IV Partnership Interests”).

The Rankin IV Partnership Agreement restricts the transfer of Rankin IV Partnership Interests by the Partners and provides the Partners and Rankin IV with a right of first refusal to acquire Rankin IV Partnership Interests that a Partner desires to sell and a repurchase obligation to compel the sale of Rankin IV Partnership Interests by the Partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin IV Partnership Agreement.

The statements under the heading Rankin Associates I, L.P. are hereby deleted and replaced by the following:

Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002 (as amended, the “Rankin I Partnership Agreement”), filed as Exhibit 6 to the Initial Filing, as amended by that certain Written Consent of General Partners of Rankin Associates I, L.P., dated as of December 31, 2012, filed as Exhibit 7 to the Initial Filing, as amended by that certain Addendum to the Second Amended and Restated Limited Partnership Agreement, dated as of October 28, 2016, filed as Exhibit 8 to the Initial Filing, and as amended by that certain Addendum to the Second Amended and Restated Limited Partnership Agreement, dated as of December 12, 2017, filed as Exhibit 15 hereto and incorporated herein by reference, Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I (the “Rankin I General Partners”), share the power to vote the Class A Common and Class B Common held by Rankin I. Further, under such terms, voting actions are determined by the Rankin I General Partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of Class A Common and Class B Common held by Rankin I. Under the terms of the Rankin I Partnership Agreement, Rankin I may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the Rankin I General Partners holding more than 75% of the general partnership interests in Rankin I and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin I (“Rankin I Partnership Interests”).

The Rankin I Partnership Agreement restricts the transfer of Rankin I Partnership Interests by the partners and provides the partners and Rankin I with a right of first refusal to acquire Rankin I Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin I Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin I Partnership Agreement.

The statements under the heading Rankin Associates II, L.P. are hereby deleted and replaced by the following:

Under the terms of the Limited Partnership Agreement of Rankin Associates II, L.P. (“Rankin II”), dated as of February 6, 1998 (as amended, the “Rankin II Partnership Agreement”), filed as Exhibit 9 to the Initial Filing, as amended by that certain Amendment No. 1 to Limited Partnership Agreement of Rankin II, dated as of December 26, 2001, filed as Exhibit 10 to the Initial Filing, as amended by that certain Amendment No. 2 to Limited Partnership Agreement of Rankin II, dated as of December 17, 2002, filed as Exhibit 11 to the Initial Filing, as amended by that certain Addendum to the Limited Partnership Agreement, dated as of October 28, 2016, filed as Exhibit 16 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Limited Partnership Agreement, dated as of December 12, 2017, filed as Exhibit 17 hereto and incorporated herein by reference, RMI, as the general partner of Rankin II, has the sole power to vote the Class A Common and Class B Common held by Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. RMI shares the power to dispose of the Class A Common and Class B Common held by Rankin II with the other individuals and entities holding limited partnership interests in Rankin II. Under the terms of the Rankin II Partnership Agreement, Rankin II may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of RMI and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin II (“Rankin II Partnership Interests”).

The Rankin II Partnership Agreement restricts the transfer of Rankin II Partnership Interests by the partners and provides the partners and Rankin II with a right of first refusal to acquire Rankin II Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin II Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin II Partnership Agreement.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 14

   Addendum to the Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of December 12, 2017.

Exhibit 15

   Addendum to the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of December 12, 2017.

Exhibit 16

   Addendum to the Limited Partnership Agreement of Rankin Associates II, L.P., dated as of October 28, 2016.

Exhibit 17

   Addendum to the Limited Partnership Agreement of Rankin Associates II, L.P., dated as of December 12, 2017.

[Signatures begin on the next page.]

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


CUSIP No. 40701T104

  Schedule 13D/A   Page  4  of 4 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2018

 

Name: Rankin Associates IV, L.P.
By: Main Trust of Alfred M. Rankin, Jr. created under the Agreement, dated as of 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.), as one of its General Partners
By:   /s/ Alfred M. Rankin, Jr.
  Alfred M. Rankin, Jr., as Trustee
REPORTING PERSONS
By:   /s/ Alfred M. Rankin, Jr.
  Alfred M. Rankin, Jr., on behalf of himself, and as:
  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 Helen R. Butler*
  Attorney-in-Fact for Clara L. T. Rankin Williams*

 

 

* The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 1 of the Initial Filing.
EX-99.14 2 d535964dex9914.htm EX-99.14 EX-99.14

Exhibit 14

ADDENDUM TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES IV, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of February 7, 2005, as amended as of March 22, 2006, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates IV, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with


respect to all other interests owned by the Partnership:

Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.5

“1.5    “Authorized Transferee” means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a “Permitted Transferee” of the Transferring Partner under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate, if the Transferring Partner were Transferring HBB Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership in compliance with the provisions of Article IV, Section 3, paragraph 4(a)(i)(G) of the HBB Restated Certificate; and (iii) is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, 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 Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1.”

Section 1.25

“1.25    “Former Partner” means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement.”

Section 1.33

“1.33    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.34

“1.34    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

 

2


Section 1.35

“1.35.    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.36

“1.36    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.37

“1.37    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 1.58

“1.58    “Qualified Trust” of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual’s spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual’s spouse payable by reason of the death of such individual or such individual’s spouse; and, provided further that such trust must prohibit (A) the transfer of HBB Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58.”

Section 3.3

“3.3.    Status as a Qualified Trust and “Participating Stockholder”. As of the date hereof, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no

 

3


event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.1(h)

“(h)      the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in HBB Class A Shares; and”.

Section 5.2

 

  “5.2

Management of Partnership Property Consisting of HBB Class A Shares and HBB Class B Shares: Admission of New General Partners.

(a)      The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership shall not Transfer, or convert to HBB Class A Shares, any

 

4


HBB Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any HBB Class B Shares unless such Transfer is permitted by Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (ii) shall not Transfer, or convert to HBB Class A Shares, any HBB Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the HBB Stockholders’ Agreement.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than pursuant to a share for share exchange to acquire HBB Class B Shares, without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests.

(d)      Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of the Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership.”

Section 7.4

“7.4    Payment of Interest. Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or HBB Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price.”

Section 8.7

“8.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 shall be paid at the Closing in immediately available United States funds; provided, however:

(a)      If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partnership elects to pay the Purchase Price in HBB Class A Shares, the Partnership shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the

 

5


 

quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average (if necessary the Partnership may, subject to Section 5.2, convert any HBB Class B Shares held by the Partnership to HBB Class A Shares to pay such Purchase Price); and

 

  (ii)

immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.

(b)      If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partner elects to pay the Purchase Price in HBB Class A Shares, such Partner shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

 

  (ii)

immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.”

Section 10.1

“10.1    Dissolution and Termination. The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HBB Class A Shares and HBB Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.2

“10.2    Limitations On In Kind Distributions. Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of HBB Class B Shares held by the Partnership

 

6


shall be made unless such distribution by the Partnership is permitted under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate.”

Section 11.1(b)

“(b)      Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dana B. Sykes, and Derek R. Redmond, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(1) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 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.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

7


SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partners

Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN 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.

By:  

/s/ Alfred M. Rankin, Jr.

 

    Name: Alfred M. Rankin, Jr.

 

    Title: Trustee

Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

By:  

/s/ Claiborne R. Rankin

 

    Name: Claiborne R. Rankin

 

    Title: Trustee

 

8


Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

By:  

/s/ Roger F. Rankin

 

    Name: Roger F. Rankin

 

    Title: Trustee

Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin

By:  

/s/ Thomas T. Rankin

 

    Name: Thomas T. Rankin

 

    Title: Trustee

Limited Partners

Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN 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.

By:  

/s/ Alfred M. Rankin, Jr.

 

    Name: Alfred M. Rankin, Jr.

 

    Title: Trustee

 

9


Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

By:  

/s/ Claiborne R. Rankin

 

    Name: Claiborne R. Rankin

 

    Title: Trustee

Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

By:  

/s/ Roger F. Rankin

 

    Name: Roger F. Rankin

 

    Title: Trustee

Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin

By:  

/s/ Thomas T. Rankin

 

    Name: Thomas T. Rankin

 

    Title: Trustee

 

10


2012 Helen R. Butler Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Helen R. Butler and Her Lineal Descendants dated June 22, 2012

By:  

/s/ Helen R. Butler

 

    Name: Helen R. Butler

 

    Title: Trustee

2012 Clara R. Williams Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Clara R. Williams and Her Lineal Descendants dated June 22, 2012

By:  

/s/ Clara R. Williams

 

    Name: Clara R. Williams

 

    Title: Trustee

Trust (referred to herein as the BRUCE T. RANKIN MAIN 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

By:  

/s/ Alfred M. Rankin, Jr.

 

    Name: Alfred M. Rankin, Jr.

 

    Title: Trustee

 

11

EX-99.15 3 d535964dex9915.htm EX-99.15 EX-99.15

Exhibit 15

ADDENDUM TO THE

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES I, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates I, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with


respect to all other interests owned by the Partnership:

Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.5

“1.5    “Authorized Transferee” means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a “Permitted Transferee” of the Transferring Partner under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate, if the Transferring Partner were Transferring HBB Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership in compliance with the provisions of Article IV, Section 3, paragraph 4(a)(i)(G) of the HBB Restated Certificate; and (iii) is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, 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 Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1.

Section 1.25

“1.25    “Former Partner” means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement.”

Section 1.33

“1.33    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.34

“1.34    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

 

2


Section 1.35

“1.35.    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.36

“1.36    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.37

“1.37    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 1.58

“1.58    “Qualified Trust” of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual’s spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual’s spouse payable by reason of the death of such individual or such individual’s spouse; and, provided further that such trust must prohibit (A) the transfer of HBB Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58.”

Section 3.3

“3.3.    Status as a Qualified Trust and “Participating Stockholder”. As of the date hereof, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no

 

3


event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.1(h)

“(h)      the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in HBB Class A Shares; and”.

Section 5.2

 

  “5.2

Management of Partnership Property Consisting of HBB Class A Shares and HBB Class B Shares: Admission of New General Partners.

(a)      The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership shall not Transfer, or convert to HBB Class A Shares, any

 

4


HBB Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any HBB Class B Shares unless such Transfer is permitted by Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (ii) shall not Transfer, or convert to HBB Class A Shares, any HBB Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the HBB Stockholders’ Agreement.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than pursuant to a share for share exchange to acquire HBB Class B Shares, without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests.

(d)      Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of the Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership.”

Section 7.4

“7.4    Payment of Interest. Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or HBB Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price.”

Section 8.7

“8.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 shall be paid at the Closing in immediately available United States funds; provided, however:

(a)      If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partnership elects to pay the Purchase Price in HBB Class A Shares, the Partnership shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the

 

5


 

quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average (if necessary the Partnership may, subject to Section 5.2, convert any HBB Class B Shares held by the Partnership to HBB Class A Shares to pay such Purchase Price); and

 

  (ii)

immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.

(b)      If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partner elects to pay the Purchase Price in HBB Class A Shares, such Partner shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

 

  (ii)

immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.”

Section 10.1

“10.1    Dissolution and Termination. The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HBB Class A Shares and HBB Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.2

“10.2    Limitations On In Kind Distributions. Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of HBB Class B Shares held by the Partnership

 

6


shall be made unless such distribution by the Partnership is permitted under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate.”

Section 11.1(b)

“(b)      Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dana B. Sykes, and Derek R. Redmond, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(l) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 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.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

7


SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partners

Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN 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.

By:

 

/s/ Alfred M. Rankin, Jr.

 

    Name: Alfred M. Rankin, Jr.

 

    Title: Trustee

Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

By:

 

/s/ Claiborne R. Rankin

 

    Name: Claiborne R. Rankin

 

    Title: Trustee

 

8


Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

By:

 

/s/ Roger F. Rankin

 

    Name: Roger F. Rankin

 

    Title: Trustee

Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin

By:

 

/s/ Thomas T. Rankin

 

    Name: Thomas T. Rankin

 

    Title: Trustee

Limited Partners

Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN 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.

By:

 

/s/ Alfred M. Rankin, Jr.

 

    Name: Alfred M. Rankin, Jr.

 

    Title: Trustee

 

9


Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

By:

 

/s/ Claiborne R. Rankin

 

    Name: Claiborne R. Rankin

 

    Title: Trustee

Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

By:

 

/s/ Roger F. Rankin

 

    Name: Roger F. Rankin

 

    Title: Trustee

Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin

By:

 

/s/ Thomas T. Rankin

 

    Name: Thomas T. Rankin

 

    Title: Trustee

 

10


Trust (referred to herein as the BRUCE T. RANKIN MAIN 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

By:

 

/s/ Alfred M. Rankin, Jr.

 

    Name: Alfred M. Rankin, Jr.

 

    Title: Trustee

Trust (referred to herein as the CLARA R. WILLIAMS MAIN TRUST) created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara R. Williams, creating a trust for the benefit of Clara R. Williams

By:

 

/s/ Clara R. Williams

 

    Name: Clara R. Williams

 

    Title: Trustee

Trust (referred to herein as the HELEN RANKIN BUTLER MAIN TRUST) created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Helen Rankin Butler

By:

 

/s/ Helen Rankin Butler

 

    Name: Helen Rankin Butler

 

    Title: Trustee

 

11


2012 Helen R. Butler Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Helen R. Butler and Her Lineal Descendants dated June 22, 2012

By:

 

/s/ Helen R. Butler

 

    Name: Helen R. Butler

 

    Title: Trustee

2012 Clara R. Williams Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Clara R. Williams and Her Lineal Descendants dated June 22, 2012

By:

 

/s/ Clara R. Williams

 

    Name: Clara R. Williams

 

    Title: Trustee

2012 Alison A. Rankin Trust established under the Roger F. Rankin Irrevocable Trust Agreement for the Benefit of Alison A. Rankin and Roger F. Rankin’s Lineal Descendants dated June 22, 2012

By:

 

/s/ Alison A. Rankin

 

    Name: Alison A. Rankin

 

    Title: Trustee

2012 Corbin K. Rankin Trust established under the Thomas T. Rankin Irrevocable Trust Agreement for the Benefit of Corbin K. Rankin and Thomas T. Rankin’s Lineal Descendants dated June 22, 2012

By:

 

/s/ Corbin K. Rankin

 

    Name: Corbin K. Rankin

 

    Title: Trustee

 

12


2012 Chloe O. Rankin Trust established under the Claiborne R. Rankin Irrevocable Trust Agreement for the Benefit of Chloe O. Rankin and Claiborne R. Rankin’s Lineal Descendants dated June 22, 2012

By:

 

/s/ Chloe O. Rankin, Trustee

 

    Name: Chloe O. Rankin

 

    Title: Trustee

BTR 2012 GST Trust for Anne F. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Roger F. Rankin’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Roger F. Rankin

 

    Name: Roger F. Rankin

 

    Title: Trustee

BTR 2012 GST Trust for Elisabeth M. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Roger F. Rankin’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Roger F. Rankin

 

    Name: Roger F. Rankin

 

    Title: Trustee

BTR 2012 GST Trust for Chloe R. Seelbach established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Claiborne R. Rankin

 

    Name: Claiborne R. Rankin

 

    Title: Trustee

 

13


BTR 2012 GST Trust for Julia R. Kuipers established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Claiborne R. Rankin

 

    Name: Claiborne R. Rankin

 

    Title: Trustee

BTR 2012 GST Trust for Claiborne R. Rankin, Jr. established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Claiborne R. Rankin

 

    Name: Claiborne R. Rankin

 

    Title: Trustee

BTR 2012 GST Trust for Matthew M. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Thomas T. Rankin

 

    Name: Thomas T. Rankin

 

    Title: Trustee

 

14


BTR 2012 GST Trust for James T. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Thomas T. Rankin

 

    Name: Thomas T. Rankin

 

    Title: Trustee

BTR 2012 GST Trust for Thomas P. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Thomas T. Rankin

 

    Name: Thomas T. Rankin

 

    Title: Trustee

BTR 2012 GST Trust for Clara R. Williams established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Alfred M. Rankin, Jr.’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Alfred M. Rankin, Jr.

 

    Name: Alfred M. Rankin, Jr.

 

    Title: Trustee

BTR 2012 GST Trust for Helen R. Butler established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Alfred M. Rankin, Jr.’s Lineal Descendants dated December 31, 2012

By:

 

/s/ Alfred M. Rankin, Jr.

 

    Name: Alfred M. Rankin, Jr.

 

    Title: Trustee

 

15

EX-99.16 4 d535964dex9916.htm EX-99.16 EX-99.16

Exhibit 16

ADDENDUM TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES II, L.P.

This Addendum (this “Addendum”), dated as of October 28, 2016, to Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended as of December 26, 2001 and December 17, 2002 (the “Agreement”), is made by and among the Partners of Rankin Associates II, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, the Partnership owns interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation (“HY”); and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language, by this Addendum, to the Agreement to account for the HY interests owned by it.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.        The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HY interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with respect to all other interests owned by the Partnership (including NACCO, as defined in the Agreement) and shall not be modified in any way by this Addendum:

Section 1.3

“1.3     “Applicable HY Class A Closing Price Average” means the average of the closing prices of the HY Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HY Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.14

“1.14    “Fair Market Value” means the price at which the property being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both being reasonably informed of the relevant factors and in light of the circumstances and prospects surrounding the business of the Partnership. A determination of the Fair Market Value of Partnership Interests shall take into consideration appropriate discounts for


lack of marketability and minority interest related to such Partnership Interests, but will not take into consideration the affect of any liquidity provided by the provisions of Section 7.4. A determination of the Fair Market Value of Partnership Property shall not take into consideration any HY Class A Shares or HY Class B Shares not owned by the Partnership.”

Section 1.31

“1.31     “HY” means Hyster-Yale Materials Handling, Inc., a Delaware corporation.”

Section 1.32

“1.32     “HY Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HY.”

Section 1.33

“1.33     “HY Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HY.”

Section 1.34

“1.34     “HY Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 28, 2012, by and among HY, as HY and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.35

“1.35     “HY Restated Certificate” means the Second Amended and Restated Certificate of Incorporation of HY, filed with the Secretary of State of the State of Delaware on September 26, 2012, as amended. References to specific sections of the HY Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HY Restated Certificate that becomes effective after the date hereof.”

Section 4.5(b)

      “(b) All distributions shall be made in proportion to the Partners’ Partnership Percentages except (i) when the Managing Partner by majority vote of its Board of Directors approves the disproportionate distribution, or (ii) with respect to any payment of HY Class A Shares or HY Class B Shares by the Partnership pursuant to Section 7.7(a). The Managing Partner is encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the Managing Partner is expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the Managing Partner, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For

 

2


all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the Managing Partner shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.2

“5.2    Management of Partnership Property Consisting of HY Stock.

   (a)    The Managing Partner by the approval of a majority of its Board of Directors shall direct the voting of the HY Class A Shares and HY Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HY Class A Shares and HY Class B Shares.

   (b)    The Partnership will not Transfer any HY Class B Shares without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.

   (c)    The Partnership shall not Transfer any HY Class A Shares, other than to acquire HY Class B Shares, without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.”

Section 7.2

“7.2     Restriction on Transfers. Except as otherwise provided in this Agreement, no Partner shall, either during the Partner’s lifetime or upon the Partner’s death, Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner. Moreover, no Partner shall Transfer or attempt to Transfer any Partnership Interest if such Transfer or attempted Transfer is contrary to the provisions of the HY Restated Certificate or HY Stockholders’ Agreement. In the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement.”

 

3


Section 7.7

“7.7     Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 7.4 or Section 7.5 of this Agreement shall be paid at the Closing, as follows:

    (a)     If the purchaser is the Partnership, the Partnership, at its election, may pay its portion of the Purchase Price in HY Class B Shares, HY Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partnership elects to pay the Purchase Price in HY Class B Shares, the Partnership shall pay to the selling Partner, such number of HY Class B Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class B Shares, divided by (B) the Applicable HY Class A Closing Price Average; and

 

  (ii)

to the extent that the Partnership elects to pay the Purchase Price in HY Class A Shares, the Partnership shall pay to the selling Partner, such number of HY Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class A Shares, divided by (B) the Applicable HY Class A Closing Price Average (if necessary the Partnership may convert HY Class B Shares to HY Class A Shares to pay such Purchase Price); and

 

  (iii)

immediately available United States Funds equal to that portion of the Purchase Price not paid by delivery of HY Class B Shares or HY Class A Shares.

    (b)     If the purchaser is a Partner, such Partner may pay its portion of the Purchase Price in HY Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partner elects to pay the Purchase Price in HY Class A Shares, such Partner shall deliver to the Selling Partner such number of HY Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class A Shares, divided by (B) the Applicable HY Class A Closing Price Average; and

 

  (ii)

immediately available United States Funds equal to that portion of the Purchase Price not paid by delivery of HY Class A Shares.”

Section 9.1

“9.1     Dissolution and Termination. The Partnership shall continue for the term described in Section 2.4 hereof, unless earlier dissolved (a) with the consent of the Managing Partner and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) upon the bankruptcy of a General Partner unless the continuation of the Partnership is agreed to

 

4


in writing by all other General Partners, if any, or by Partners holding more than fifty percent (50%) of all Capital Accounts and all Partnership Percentages (exclusive of the Capital Accounts and Partnership Percentages of the bankrupt General Partner), or with the consent of the Managing Partner, upon the Transfer of substantially all of the HY Class A Shares and HY Class B Shares held by the Partnership. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed first to creditors to satisfy all debts and liabilities of the Partnership other than loans or advances made by the Partners to the Partnership, then to the establishment of reserves deemed reasonably necessary to satisfy contingent or unforeseen liabilities or obligations of the Partnership, then to the repayment of any loans or advances made by the Partners to the Partnership, with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time. Solely for the purposes of determining the balances of the Partners’ Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an independent appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.1

“10.1     Grant of Power. Each Partner by his, her or its signature below irrevocably makes, constitutes and appoints the Managing Partner, and each of them, his, her or its true and lawful attorney in his, her or its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Managing Partner to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Partnership to conduct its business, (c) comply with any applicable law in connection with the Partnership’s conduct of its business, (d) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client), or (e) to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of HY Class A Shares and/or HY Class B Shares, subject to the HY Stockholders’ Agreement, as amended from time to time, 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 and changes 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. Each Partner grants 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 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 10.”

 

5


2.     This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.     This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.     This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

6


SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partner

 

RANKIN MANAGEMENT, INC.

By:   /s/ Alfred M. Rankin, Jr.
Name:   Alfred M. Rankin, Jr.
Title:   President
And:   /s/ Claiborne R. Rankin
Name:   Claiborne R. Rankin
Title:   Secretary

Limited Partners (See Attached Pages)

 

7


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.
By:   /s/ Alfred M. Rankin, Jr.
Name:   Alfred M. Rankin, Jr.
Title:   Trustee

 

8


Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler, creating a trust for the benefit of Helen P. (Rankin) Butler
By:   /s/ Helen R. Butler
Name:   Helen R. Butler
Title:   Trustee

 

9


Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.
By:   /s/ John C. Butler
Name:   John C. Butler
Title:   Trustee

 

10


Clara Rankin Butler 2002 Trust, dated November 5, 2002, between John C. Butler, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Clara Rankin Butler
By:   /s/ John C. Butler
Name:   John C. Butler
Title:   Trustee

 

11


Griffin Bedwell Butler 2002 Trust, dated November 5, 2002, between John C. Butler, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Griffin Bedwell Butler
By:   /s/ John C. Butler
Name:   John C. Butler
Title:   Trustee

 

12


Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams, creating a trust for the benefit of Clara T. (Rankin) Williams
By:   /s/ Clara R. Williams
Name:   Clara R. Williams
Title:   Trustee

 

13


/s/ David B. Williams
David B. Williams

 

14


Margo Jamison Victoire Williams 2004 Trust, dated December 10, 2004, between David B. H. Williams, as trustee; and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams
By:   /s/ David B. H. Williams
Name:   David B. H. Williams
Title:   Trustee

 

15


Helen Charles Williams 2004 Trust, dated December 10, 2004, between David B. H. Williams as trustee, and Clara Rankin Williams creating a trust for the benefit of Helen Charles Williams
By:   /s/ David B. H. Williams
Name:   David B. H. Williams
Title:   Trustee

 

16


Trust created by the Agreement, dated December 29, 1967. as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:   /s/ Thomas T. Rankin
Name:   Thomas T. Rankin
Title:   Trustee

 

17


/s/ Corbin K. Rankin
Corbin K. Rankin

 

18


Trust created by the Agreement, dated December 20, 1993, as supplemented, amended, and restated, between Matthew M. Rankin, as trustee, and Matthew M. Rankin, creating a trust for the benefit of Matthew M. Rankin
By:   /s/ Matthew M. Rankin
Name:   Matthew M. Rankin
Title:   Trustee

 

19


Trust created by the Agreement, dated May 10, 2007, between Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-trustee, creating a trust for the benefit of Mary Marshall Rankin
By:   /s/ James T. Rankin
Name:   James T. Rankin
Title:   Co-Trustee
By:   /s/ Matthew M. Rankin
Name:   Matthew M. Rankin
Title:   Co-Trustee

 

20


Trust created by the Agreement, dated May 10, 2007, between Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-trustee, creating a trust for the benefit of William Alexander Rankin    
By:   /s/ James T. Rankin
Name:   James T. Rankin
Title:   Co-Trustee
By:   /s/ Matthew M. Rankin
Name:   Matthew M. Rankin
Title:   Co-Trustee

 

21


/s/ Elizabeth B. Rankin
Elizabeth B. Rankin

 

22


/s/ James T. Rankin
James T. Rankin

 

23


Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin

 

By:   /s/ James T. Rankin
Name:   James T. Rankin
Title:   Trustee

 

24


/s/ Lynne Turman Rankin
Lynne Turman Rankin

 

25


/s/ James T. Rankin

James T. Rankin, as custodian for minor

Margaret Pollard Rankin

 

26


/s/ Thomas Parker Rankin
Thomas Parker Rankin

 

27


Thomas P. K. Rankin, trustee of the trust created by the agreement, dated February 2, 2011, as supplemented, amended, and restated, between Thomas P. K. Rankin, as trustee, and Thomas P. K. Rankin, creating a trust for the benefit of Thomas P. K. Rankin

 

By:   /s/ Thomas P. K. Rankin
Name:   Thomas P. K. Rankin
Title:   Trustee

 

28


Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

By:   /s/ Claiborne R. Rankin
Name:   Claiborne R. Rankin
Title:   Trustee

 

29


Trust created under the Agreement dated June 1, 1995, as supplemented, amended, and restated, between Chloe O. Rankin, as trustee, and Chloe O. Rankin, creating a trust for the benefit of Chloe O. Rankin

By:   /s/ Chloe O. Rankin
Name:   Chloe O. Rankin
Title:   Trustee

 

30


Trust created by the Agreement, dated January 13, 1998, as supplemented, amended and restated, between Chloe R. (Rankin) Seelbach, as trustee, and Chloe R. (Rankin) Seelbach, creating a trust for the benefit of Chloe R. (Rankin) Seelbach

By:   /s/ Chloe R. Seelbach
Name:   Chloe R. Seelbach
Title:   Trustee

 

31


/s/ Scott Seelbach
Scott Seelbach

 

32


Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach

 

By:  

/s/ Chloe R. Seelbach

Name:   Chloe R. Seelbach
Title:   Trustee

 

33


Trust created by the Agreement, dated December 21, 2004 between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach

 

By:  

/s/ Chloe R. Seelbach

Name:   Chloe R. Seelbach
Title:   Trustee

 

34


Trust created by the Agreement, dated December 21, 2004 between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach

 

By:  

/s/ Chloe R. Seelbach

Name:   Chloe R. Seelbach
Title:   Trustee

 

35


Trust created by the Agreement, dated December 21, 2004, as supplemented, amended, and restated, between Julia R. (Rankin) Kuipers, as trustee, and Julia R. (Rankin) Kuipers, creating a trust for

the benefit of Julia R. (Rankin) Kuipers

 

By:  

/s/ Julia R. Kuipers

Name:   Julia R. Kuipers
Title:   Trustee

 

36


Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers

 

By:  

/s/ Julia R. Kuipers

Name:   Julia R. Kuipers
Title:   Trustee

 

37


Trust created by the Agreement, dated August 25, 2000, as supplemented, amended and restated, between Claiborne R. Rankin, Jr. as trustee, and Claiborne R. Rankin, Jr., creating a trust for the benefit of Claiborne R. Rankin, Jr.

 

By:  

/s/ Claiborne R. Rankin, Jr.

Name:   Claiborne R. Rankin, Jr.
Title:   Trustee

 

38


Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Ranking, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

 

By:  

/s/ Roger F. Rankin

Name:   Roger F. Rankin
Title:   Trustee

 

39


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

 

By:  

/s/ Alison A. Rankin

Name:   Alison A. Rankin
Title:   Trustee

 

40


Alison A. Rankin as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997 with Roger Rankin, Grantor

 

By:  

Alison A. Rankin

Name: Alison A. Rankin
Title: Trustee

 

41


Alison A. Rankin, as trustee under Irrevocable Trust No 2, dated September 11, 2000, for the benefit of A. Farnham Rankin

 

By:  

Alison A. Rankin

Name: Alison A. Rankin
Title: Trustee

 

42


Alison A. Rankin as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997 with Roger F. Rankin, Grantor

 

By:  

Alison A. Rankin

Name: Alison A. Rankin
Title: Trustee

 

43


Alison A. Rankin, as trustee under Irrevocable Trust No, 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin

 

By:  

Alison A. Rankin

Name: Alison A. Rankin
Title: Trustee

 

44


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

 

By:  

Alfred M. Rankin, Jr.

Name: Alfred M. Rankin, Jr.
Title: Trustee

 

45

EX-99.17 5 d535964dex9917.htm EX-99.17 EX-99.17

Exhibit 17

ADDENDUM TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES II, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended as of December 26, 2001 and December 17, 2002, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates II, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with respect to all other interests owned by the Partnership:


Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.14

“1.14    “Fair Market Value” means the price at which the property being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both being reasonably informed of the relevant factors and in light of the circumstances and prospects surrounding the business of the Partnership. A determination of the Fair Market Value of Partnership Interests shall take into consideration appropriate discounts for lack of marketability and minority interest related to such Partnership Interests, but will not take into consideration the affect of any liquidity provided by the provisions of Section 7.4. A determination of the Fair Market Value of Partnership Property shall not take into consideration any HBB Class A Shares or HBB Class B Shares not owned by the Partnership.”

Section 1.31

“1.31    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.32

“1.32    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

Section 1.33

“1.33    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.34

“1.34    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.35

“1.35    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or

 

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amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ Partnership Percentages except (i) when the Managing Partner by majority vote of its Board of Directors approves the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares or HBB Class B Shares by the Partnership pursuant to Section 7.7(a). The Managing Partner is encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the Managing Partner is expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the Managing Partner, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the Managing Partner shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.2

“5.2    Management of Partnership Property Consisting of HBB Stock.

(a)      The Managing Partner by the approval of a majority of its Board of Directors shall direct the voting of the HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership will not Transfer any HBB Class B Shares without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than to acquire HBB Class B Shares, without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.”

Section 7.2

“7.2    Restriction on Transfers. Except as otherwise provided in this Agreement, no Partner shall, either during the Partner’s lifetime or upon the Partner’s death, Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner. Moreover, no Partner shall Transfer or attempt to Transfer any Partnership Interest if such Transfer or attempted Transfer is contrary to the provisions of the HBB Restated Certificate or HBB Stockholders’ Agreement. In

 

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the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement.”

Section 7.7

“7.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 7.4 or Section 7.5 of this Agreement shall be paid at the Closing, as follows:

(a)      If the purchaser is the Partnership, the Partnership, at its election, may pay its portion of the Purchase Price in HBB Class B Shares, HBB Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partnership elects to pay the Purchase Price in HBB Class B Shares, the Partnership shall pay to the selling Partner, such number of HBB Class B Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HBB Class B Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

 

  (ii)

to the extent that the Partnership elects to pay the Purchase Price in HBB Class A Shares, the Partnership shall pay to the selling Partner, such number of HBB Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average (if necessary the Partnership may convert HBB Class B Shares to HBB Class A Shares to pay such Purchase Price); and

 

  (iii)

immediately available United States Funds equal to that portion of the Purchase Price not paid by delivery of HBB Class B Shares or HBB Class A Shares.

(b)      If the purchaser is a Partner, such Partner may pay its portion of the Purchase Price in HBB Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partner elects to pay the Purchase Price in HBB Class A Shares, such Partner shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the quotient of

 

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(A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

 

  (ii)

immediately available United States Funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.”

Section 9.1

“9.1    Dissolution and Termination. The Partnership shall continue for the term described in Section 2.4 hereof, unless earlier dissolved (a) with the consent of the Managing Partner and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) upon the bankruptcy of a General Partner unless the continuation of the Partnership is agreed to in writing by all other General Partners, if any, or by Partners holding more than fifty percent (50%) of all Capital Accounts and all Partnership Percentages (exclusive of the Capital Accounts and Partnership Percentages of the bankrupt General Partner), or with the consent of the Managing Partner, upon the Transfer of substantially all of the HBB Class A Shares and HBB Class B Shares held by the Partnership. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed first to creditors to satisfy all debts and liabilities of the Partnership other than loans or advances made by the Partners to the Partnership, then to the establishment of reserves deemed reasonably necessary to satisfy contingent or unforeseen liabilities or obligations of the Partnership, then to the repayment of any loans or advances made by the Partners to the Partnership, with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time. Solely for the purposes of determining the balances of the Partners’ Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an independent appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.1

“10.1    Grant of Power. Each Partner by his, her or its signature below irrevocably makes, constitutes and appoints the Managing Partner, and each of them, his, her or its true and lawful attorney in his, her or its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Managing Partner to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Partnership to conduct its business, (c) comply with any applicable law in connection with the Partnership’s conduct of its business, (d) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client), or (e) to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares, subject to the HBB Stockholders’ Agreement, as amended from time to time, including all statements on Schedule

 

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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 and changes 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. Each Partner grants 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 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 10.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partner
RANKIN MANAGEMENT, INC.
By:  

/s/ Alfred M. Rankin, Jr.

Name: Alfred M. Rankin, Jr.
Title: President
And:  

/s/ Claiborne R. Rankin

Name: Claiborne R. Rankin
Title: Secretary

Limited Partners (See Attached Pages)

 

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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.

By:  

/s/ Alfred M. Rankin, Jr.

Name: Alfred M. Rankin, Jr.

Title: Trustee

 

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Trust created by the Agreement, dated December 29, 1989,

as supplemented, amended and restated, between

Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin)

Butler, creating a trust for the benefit of Helen P. (Rankin) Butler

By:  

/s/ Helen R. Butler

Name: Helen R. Butler

Title: Trustee

 

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Trust created by the Agreement, dated June 17, 1999, between

John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a

trust for the benefit of John C. Butler, Jr.

By:  

/s/ John C. Butler

Name: John C. Butler

Title: Trustee

 

10


Clara Rankin Butler 2002 Trust, dated November 5, 2002,

between John C. Butler, Jr., as trustee, and Helen Rankin Butler,

creating a trust for the benefit of Clara Rankin Butler

By:  

/s/ John C. Butler

Name: John C. Butler

Title: Trustee

 

11


Griffin Bedwell Butler 2002 Trust, dated November 5, 2002,

between John C. Butler, Jr., as trustee, and Helen Rankin Butler,

creating a trust for the benefit of Griffin Bedwell Butler

By:  

/s/ John C. Butler

Name: John C. Butler

Title: Trustee

 

12


Trust created by the Agreement, dated December 29, 1989, as

supplemented, amended and restated, between Clara T. (Rankin)

Williams, as trustee, and Clara T. (Rankin) Williams, creating a

trust for the benefit of Clara T. (Rankin) Williams

By:

 

/s/ Clara R. Williams

Name: Clara R. Williams

Title: Trustee

 

13


/s/ David B. Williams

David B. Williams

 

14


Margo Jamison Victoire Williams 2004 Trust, dated

December 10, 2004, between David B. H. Williams, as trustee,

and Clara Rankin Williams, creating a trust for the benefit

of Margo Jamison Victoire Williams

By:

 

/s/ David B. H. Williams

Name: David B. H. Williams

Title: Trustee

 

15


Helen Charles Williams 2004 Trust, dated December 10, 2004,

between David B. H. Williams as trustee, and Clara Rankin

Williams, creating a trust for the benefit of Helen Charles Williams

By:

 

/s/ David B. H. Williams

Name: David B. H. Williams

Title: Trustee

 

16


Trust created by the Agreement, dated December 29, 1967, as

supplemented, amended and restated, between Thomas T. Rankin,

as trustee, and Thomas T. Rankin, creating a trust for the benefit of

Thomas T. Rankin

By:

 

/s/ Thomas T. Rankin

Name: Thomas T. Rankin

Title: Trustee

 

17


/s/ Corbin K. Rankin

Corbin K. Rankin

 

18


Trust created by the Agreement, dated December 20, 1993, as

supplemented, amended, and restated, between Matthew M. Rankin,

as trustee, and Matthew M. Rankin, creating a trust for the benefit of

Matthew M. Rankin

 

By:

 

/s/ Matthew M. Rankin

Name: Matthew M. Rankin

Title: Trustee

 

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Trust created by the Agreement, dated May 10, 2007, between

Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-trustee,

creating a trust for the benefit of Mary Marshall Rankin

 

By:

 

/s/ James T. Rankin

Name: James T. Rankin

Title: Co-Trustee

 

By:

 

/s/ Matthew M. Rankin

Name: Matthew M. Rankin

Title: Co-Trustee

 

20


Trust created by the Agreement, dated May 10, 2007, between

Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-

trustee, creating a trust for the benefit of William Alexander

Rankin

 

By:

 

/s/ James T. Rankin

Name: James T. Rankin

Title: Co-Trustee

 

By:

 

/s/ Matthew M. Rankin

Name: Matthew M. Rankin

Title: Co-Trustee

 

21


/s/ Elizabeth B. Rankin

Elizabeth B. Rankin

 

22


/s/ James T. Rankin

James T. Rankin

 

23


Trust created by the Agreement, dated August 20, 2009 between

James T. Rankin, as trustee, and James T. Rankin, creating a trust

for the benefit of James T. Rankin

 

By:

 

/s/ James T. Rankin

Name: James T. Rankin

Title: Trustee

 

24


/s/ Lynne Turman Rankin

Lynne Turman Rankin

 

25


/s/ James T. Rankin

James T. Rankin, as custodian for minor

Margaret Pollard Rankin

 

26


/s/ Thomas Parker Rankin

Thomas Parker Rankin

 

27


Thomas P. K. Rankin, trustee of the trust created by the agreement,

dated February 2, 2011, as supplemented, amended, and restated,

between Thomas P. K. Rankin, as trustee, and Thomas P. K. Rankin,

creating a trust for the benefit of Thomas P. K. Rankin

 

By:

 

/s/ Thomas P. K. Rankin

Name: Thomas P. K. Rankin

Title: Trustee

 

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Trust created by the Agreement, dated June 22, 1971, as

supplemented, amended and restated, between Claiborne R. Rankin,

as trustee, and Claiborne R. Rankin, creating a trust for the

benefit of Claiborne R. Rankin

 

By:

 

/s/ Claiborne R. Rankin

Name: Claiborne R. Rankin

Title: Trustee

 

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Trust created under the Agreement dated June 1, 1995, as

supplemented, amended, and restated, between Chloe O. Rankin,

as trustee, and Chloe O. Rankin, creating a trust for the

benefit of Chloe O. Rankin

 

By:

 

/s/ Chloe O. Rankin

Name: Chloe O. Rankin

Title: Trustee

 

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Trust created by the Agreement, dated January 13, 1998, as

supplemented, amended and restated, between Chloe R.

(Rankin) Seelbach, as trustee, and Chloe R. (Rankin) Seelbach,

creating a trust for the benefit of Chloe R. (Rankin) Seelbach

 

By:

 

/s/ Chloe R. Seelbach

Name: Chloe R. Seelbach

Title: Trustee

 

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/s/ Scott Seelbach

Scott Seelbach

 

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Trust created by the Agreement, dated December 21, 2004,

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Taplin Elizabeth Seelbach

 

By:

 

/s/ Chloe R. Seelbach

Name: Chloe R. Seelbach

Title: Trustee

 

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Trust created by the Agreement, dated December 21, 2004

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Isabelle Scott Seelbach

 

By:

 

/s/ Chloe R. Seelbach

Name: Chloe R. Seelbach

Title: Trustee

 

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Trust created by the Agreement, dated December 21, 2004

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Thomas Wilson Seelbach

 

By:

 

/s/ Chloe R. Seelbach

Name: Chloe R. Seelbach

Title: Trustee

 

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Trust created by the Agreement, dated December 21, 2004, as

supplemented, amended, and restated, between Julia R. (Rankin)

Kuipers, as trustee, and Julia R. (Rankin) Kuipers, creating a trust for

the benefit of Julia R. (Rankin) Kuipers

 

By:

 

/s/ Julia R. Kuipers

Name: Julia R. Kuipers

Title: Trustee

 

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Claiborne R. Rankin Trust for children of Julia R. Kuipers dated

December 27, 2013 under Custody Agreement dated

December 27, 2013 fbo Evelyn R. Kuipers

 

By:

 

/s/ Julia R. Kuipers

Name: Julia R. Kuipers

Title: Trustee

 

37


Trust created by the Agreement, dated August 25, 2000, as

supplemented, amended and restated, between Claiborne R. Rankin,

Jr. as trustee, and Claiborne R. Rankin, Jr., creating a trust for the

benefit of Claiborne R. Rankin, Jr.

 

By:

 

/s/ Claiborne R. Rankin, Jr.

Name: Claiborne R. Rankin, Jr.

Title: Trustee

 

38


Trust created by the Agreement, dated September 11, 1973, as

supplemented, amended and restated, between Roger F. Rankin,

as trustee, and Roger F. Rankin, creating a trust for the benefit

of Roger F. Rankin

 

By:

 

/s/ Roger F. Rankin

Name: Roger F. Rankin

Title: Trustee

 

39


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

 

By:

 

/s/ Alison A. Rankin, Trustee

Name: Alison A. Rankin

Title: Trustee

 

40


Alison A. Rankin as trustee fbo A. Farnham Rankin under

Irrevocable Trust No. 1, dated December 18, 1997 with

Roger Rankin, Grantor

 

By:

 

/s/ Alison A. Rankin, Trustee

Name: Alison A. Rankin

Title: Trustee

 

41


Alison A. Rankin, as trustee under Irrevocable Trust No 2,

dated September 11, 2000, for the benefit of A. Farnham Rankin

 

By:

 

/s/ Alison A. Rankin, Trustee

Name: Alison A. Rankin

Title: Trustee

 

42


Alison A. Rankin as trustee fbo Elisabeth M. Rankin under

Irrevocable Trust No. 1, dated December 18, 1997 with

Roger F. Rankin, Grantor

 

By:

 

/s/ Alison A. Rankin, Trustee

Name: Alison A. Rankin

Title: Trustee

 

43


Alison A. Rankin, as trustee under Irrevocable Trust No. 2, dated

September 11, 2000, for the benefit of Elisabeth M. Rankin

 

By:  

/s/ Alison A. Rankin, Trustee

Name: Alison A. Rankin

Title: Trustee

 

44


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

 

By:

 

/s/ Alfred M. Rankin, Jr.

Name: Alfred M. Rankin, Jr.

Title: Trustee

 

45


The David B. H. Williams Trust, David B. H. Williams Trustee,

under agreement dated October 14, 2009

 

By:

 

/s/ David B. H. Williams

Name: David B. H. Williams

Title: Trustee

 

46


Vested Trust for Margaret Pollard Rankin under agreement dated

December 4, 2015

 

By:

 

/s/ James T. Rankin

Name: James T. Rankin

Title: Trustee

 

47


Vested Trust for James T. Rankin, Jr. under agreement dated

December 4, 2015

 

By:

 

/s/ James T. Rankin

Name: James T. Rankin

Title: Trustee

 

48


Trust for the benefit of Matilda Alan Kuipers u/a Claiborne R.

Rankin, dated December 27, 2013

 

By:

 

/s/ Julia R. Kuipers

Name: Julia R. Kuipers

Title: Trustee

 

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Trust for the benefit of Claiborne Read Rankin III u/a Claiborne R.

Rankin, dated August 26, 2016

 

By:

 

/s/ Claiborne R. Rankin, Jr.

Name: Claiborne R. Rankin, Jr.

Title: Trustee

 

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