-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aYh3AJCp0Qwy1inGUoHkqAq3aar8QlFgloYeXDmtqZnpopBamhNqCeWr3Yp1RdzF IbbL19DsrqEQsMMnkFjZHw== 0000950152-94-000377.txt : 19940404 0000950152-94-000377.hdr.sgml : 19940404 ACCESSION NUMBER: 0000950152-94-000377 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 31 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYSTER YALE MATERIALS HANDLING INC CENTRAL INDEX KEY: 0000850422 STANDARD INDUSTRIAL CLASSIFICATION: 3537 IRS NUMBER: 341617886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 033-28812 FILM NUMBER: 94519769 BUSINESS ADDRESS: STREET 1: 2701 NW VAUGHN CITY: PORTLAND STATE: OR ZIP: 97210 BUSINESS PHONE: 5037216000 FORMER COMPANY: FORMER CONFORMED NAME: MATERIALS HANDLING HOLDING CO DATE OF NAME CHANGE: 19890608 10-K 1 HYSTER-YALE 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended Commission File No. 33-28812 December 31, 1993 HYSTER-YALE MATERIALS HANDLING, INC. (Exact name of registrant as specified in its charter) Delaware 34-1617886 - --------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2701 N.W. Vaughn, Portland, Oregon 97210 - ---------------------------------------- --------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 721-6000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of each exchange Title of each class on which registered - ------------------- --------------------- None None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirement for the past 90 days. Yes X No ____ The provisions of Item 405 of Regulation S-K are not applicable to the registrant. There is no market for any of the registrant's voting stock, and there have been neither any sales of such stock within 90 days of the filing date, nor any bid or asked prices for such stock. The book value of shares held by non-affiliates as of December 31, 1993 was approximately $7,487,155. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 31, 1994: COMMON STOCK, PAR VALUE $1.00 PER SHARE - 5,598.857 Documents incorporated by reference: NONE 2 PART I ITEM 1. BUSINESS THE COMPANY'S BACKGROUND Hyster-Yale Materials Handling, Inc. ("Hyster-Yale" or the "Company") was formed as a Delaware corporation in May 1989 in connection with the acquisition of Hyster Company ("Hyster") by NACCO Industries, Inc. ("NACCO"). NACCO directly owns approximately 97% of Common Stock, par value $1.00 per share ("Common Stock") of the Company, which is a holding company that owned directly 100% of the common stock of Hyster Company ("Hyster") and 100% of the common stock of Yale Materials Handling Corporation ("Yale"). On January 1, 1994, Yale was merged into Hyster and Hyster changed its name to NACCO Materials Handling Group, Inc. ("NMHG"). This action is the final step in the Company's strategy to combine the administrative, design, engineering and manufacturing capabilities into a unified group. NMHG will continue to market the two full lines of forklifts and related service parts under the Hyster(R) and Yale(R) brand names. SIGNIFICANT EVENTS DEBT RESTRUCTURING. In August 1993, NACCO and the Company's two minority shareholders, Sumitomo Heavy Industries Ltd. of Japan ("Sumitomo") and Jungheinrich Aktiengesellschaft, a German manufacturer of forklift trucks, ("Jungheinrich"), made a proportional capital contribution of $53.8 million in the form of previously purchased 12-3/8% subordinated debentures of the Company with a face value of $23.7 million and a purchase value by NACCO of $25.5 million and a cash contribution of $28.3 million. The cash contribution enabled the Company to call approximately $26.5 million face value of subordinated debentures at a price of 107.5. This, and the capital contribution by NACCO of previously purchased subordinated debentures, allowed the Company to retire approximately $50.2 million face value of these debentures. As part of this transaction, the Company amended its existing senior bank credit agreement. This amendment permits equity infusions by existing stockholders to be used for cash purchases of debentures and, after August 1994, permits use of internally generated funds to retire up to $75.0 million of additional subordinated debentures if certain debt to capitalization ratios are achieved. In addition, the amendment modifies the bank loan amortization schedule and provides for favorable performance-based interest rate incentives. THE FORKLIFT TRUCK INDUSTRY Forklift trucks are used in both manufacturing and warehousing environments. The materials handling industry, especially in industrialized nations, is generally a mature industry. In the most recent business cycle - 1 - 3 the North American market for forklift trucks reached its lowest level in 1991, and it increased in both 1992 and 1993 over prior year levels. The European and Japanese markets generally have been in decline since 1990. The forklift truck industry historically has been cyclical. Fluctuations in the rate of orders for forklift trucks reflect the capital investment decisions of the customers, which in turn depend upon the general level of economic activity in the various industries served by such customers. COMPANY OPERATIONS NMHG maintains product differentiation between Hyster(R) and Yale(R) brands of forklift trucks and distributes its products through separate worldwide dealer networks. Nevertheless, opportunities have been identified and addressed to improve the Company's results by integrating overlapping operations and taking advantage of economies of scale in design, manufacturing and purchasing. NMHG completed a series of plant and parts depot consolidations with the closure of its Wednesfield, England manufacturing plant in early 1992. NMHG now provides all design, manufacturing and administrative functions. Products are marketed and sold through two separate groups which retain the Hyster and Yale identities. In Japan, NMHG has a 50% owned joint venture with Sumitomo named Sumitomo Yale Company Limited ("S-Y"). S-Y performs certain design activities and produces lift trucks and components which it markets in Japan and which are exported for sale by NMHG and its affiliates in the U.S. and Europe. PRODUCT LINES NMHG manufactures a wide range of forklift trucks under both the Hyster(R) and Yale(R) brand names. The principal categories of forklift trucks include electric rider, electric narrow-aisle and electric motorized hand forklift trucks primarily for indoor use, and internal combustion engine ("ICE") forklift trucks for indoor or outdoor use. Forklift truck sales accounted for approximately 80%, 79%, and 77% of NMHG's net sales in 1993, 1992 and 1991, respectively. NMHG also derives significant revenues from the sale of service parts for its products. Profit margins on service parts are greater than those on forklift trucks. The large population of Hyster(R) and Yale(R) forklift trucks now in service provides a market for service parts. In addition to parts for its own forklift trucks, NMHG has a program (termed UNISOURCE(TM) in North America and MULTIQUIP(TM) in Europe) designed to supply Hyster dealers with replacement parts for most competing brands of forklift trucks. NMHG has a similar program (termed PREMIER(TM)) for its Yale dealers in the Americas and the United Kingdom. Accordingly, NMHG dealers can offer their mixed fleet customers a "one stop" supply source. Certain of these parts are manufactured by and purchased from third party component makers, NMHG also manufactures some of these parts through reverse-engineering of its competitors' parts. Service parts accounted for approximately 20%, 21%, and 23% of NMHG's net sales in 1993, 1992 and 1991, respectively. - 2 - 4 COMPETITION The forklift truck industry is highly competitive. The worldwide competitive structure of the industry is fragmented by product line and country. The principal methods of competition among forklift truck manufacturers are product performance, price, service and distribution networks. The forklift truck industry competes with alternative methods of materials handling, including conveyor systems, automated guided vehicle systems and hand labor. Global competition is also affected by a number of other factors, including currency fluctuations, variations in labor costs and effective tax rates, and the costs related to compliance with applicable regulations, including export restraints, antidumping provisions and environmental regulations. Although there is no official source for information on the subject, the Company believes it is one of the top three manufacturers of forklift trucks in the world. NMHG's position is strongest in North America, where it believes it is the leader in unit sales of electric rider and ICE forklift trucks and has a significant share of unit sales of electric narrow-aisle and electric motorized hand forklift trucks. Although the European market is fragmented and competitive positions vary from country to country, NMHG believes that it has a significant share of unit sales of electric rider and ICE forklift trucks in Western Europe. In Japan, although its share is currently small, NMHG has a distribution system through S-Y. TRADE RESTRICTIONS A. UNITED STATES Since June 1988, Japanese-built ICE forklift trucks, imported into the U.S., with lifting capacities between 2,000 and 15,000 pounds, including finished and unfinished forklift trucks, chassis, frames, and frames assembled with one or more component parts, have been subject to an antidumping duty order. Antidumping duty rates in effect through 1993 range from 4.48% to 56.81% depending on manufacturer or importer. The antidumping duty rate applicable to imports from S-Y is 51.33%, and is likely to continue unchanged for the foreseeable future, unless S-Y and NMHG decide to participate in proceedings to have it reduced. NMHG does not currently import for sale in the United States any forklift trucks or components subject to the antidumping duty order. This antidumping duty order will remain in effect until the Japanese manufacturers and importers satisfy the U.S. Department of Commerce ("Commerce") that they have not individually sold merchandise subject to the order in the United States below foreign market value for at least three consecutive years, or unless Commerce or the U.S. International Trade Commission finds that changed circumstances exist sufficient to warrant the order's revocation. If the United States Congress approves legislation implementing the Uruguay Round of GATT negotiations, the antidumping order will be reviewed for possible revocation in the year 2000. All of NMHG's major Japanese competitors have either built or acquired manufacturing or assembly facilities in the United States. The Company cannot predict with any - 3 - 5 certainty if there will be any negative effects to the Company resulting from the Japanese sourcing of their forklift products in the United States. B. EUROPE From 1986 through 1993, Japanese forklift truck manufacturers were subject to informal export restraints on Japanese-manufactured electric rider, electric narrow-aisle, and ICE forklift trucks shipped to Europe. Discussions are continuing between European community and Japanese government officials; however, these informal restraints are expected to continue in 1994. Several Japanese manufacturers have announced either that they have established, or intend to establish, manufacturing or assembly facilities within the European community. The Company also cannot predict with any certainty if there will be any negative effects to NMHG resulting from the Japanese sourcing of their forklift products in Europe. C. AUSTRALIA In 1987 an Australian producer of forklift trucks filed an anti-dumping action against imports from Japan. Voluntary price undertakings were negotiated with all major Japanese producers including S-Y. The S-Y undertaking expired in 1991. The Australian producer filed a legal challenge to the validity of the price undertakings. Meanwhile, in 1991 this same producer filed an antidumping action against imports from the United Kingdom. In this action Hyster Europe was found to be dumping and duties were imposed on imports from the Company's Craigavon, Northern Ireland and Irvine, Scotland factories. Hyster Australia challenged this finding and in the interim sourced its product elsewhere. In the summer of 1993 both of these anti-dumping actions were terminated. PRODUCT DESIGN AND DEVELOPMENT NMHG spent $20.7 million, $21.9 million, and $19.2 million on product design and development activities in 1993, 1992 and 1991, respectively. The Hyster(R) and Yale(R) products are differentiated for the specific needs of their respective customer bases. NMHG continues to pursue opportunities to improve product cost by engineering new Hyster(R) and Yale(R) brand products with component commonality. Certain product design and development activities with respect to ICE forklift trucks and some components are performed in Japan by S-Y. S-Y spent approximately $4.0 million, $3.7 million and $3.8 million on product design and development in 1993, 1992 and 1991, respectively. BACKLOG As of December 31, 1993, NMHG's backlog of unfilled orders for forklift trucks was approximately 12,100 units, or $206 million. This compares to the backlog as of December 31, 1992 of approximately 12,100 units, or $203 million. Backlog represents unit orders to NMHG's manufacturing plants from independent dealerships, retail customers and contracts with the U.S. Government. Although these orders are believed to be firm, such orders may be subject to cancellation or modification. - 4 - 6 SOURCES NMHG has adopted a strategy of obtaining its raw materials and principal components on a global basis from competitively priced sources. NMHG is dependent on a limited number of suppliers for certain of its critical components, including diesel and gasoline engines and cast-iron counterweights used on certain forklift trucks. There would be a material adverse effect on NMHG if it were unable to obtain all or a significant part of such components, or if the cost of such components were to increase significantly under circumstances which prevented NMHG from passing on such increases to its customers. DISTRIBUTION The Hyster(R) and Yale(R) brand products are distributed through separate highly developed worldwide dealer networks. The Company believes that both dealer networks contribute significantly to its competitive position in the industry and intends to keep the separate networks intact and to continue to market products separately under the Hyster(R) and Yale(R) brand names. Each also sells directly to certain major accounts. In Japan, forklift truck products are distributed by S-Y. In 1991, Yale reached a ten-year agreement with Jungheinrich to continue distribution of Yale brand products in Germany and Austria and to provide to Jungheinrich certain ICE and electric-powered products for sale in other major European countries under the Jungheinrich brand name. FINANCING OF SALES Hyster U.S. dealer and direct sales are supported by leasing and financing services provided by Hyster Credit Company, a division of AT&T Commercial Finance Corporation, pursuant to an operating agreement which expires in 2000. NMHG is a minority stockholder of Yale Financial Services, Inc., a subsidiary of General Electric Capital Corporation, which offers Yale U.S. dealers wholesale and retail financing and leasing services. Such retail financing and leasing services are also available to Yale national account customers. EMPLOYEES As of February 28, 1994, NMHG had approximately 5,000 employees. Employees in the Danville, Illinois manufacturing and parts depot operations are unionized, as are tool room employees located in Portland, Oregon. A three-year contract for the Danville union employees was signed in 1991 which will expire in June 1994. A new one-year contract was signed in 1993 with the Portland tool room union which will expire in October 1994. Employees at the facilities in Berea, Kentucky; Sulligent, Alabama; and Greenville and Lenoir, North Carolina are not represented by unions. - 5 - 7 In Europe, shop employees in the Craigavon, Northern Ireland facility are unionized. Employees in the Irvine, Scotland and Nijmegen, The Netherlands facilities are not represented by unions. The employees in Nijmegen have organized a works council, as required by Dutch law, which performs a consultative role on employment matters. NMHG's management believes its current labor relations with both union and non-union employees are good. GOVERNMENT REGULATION NMHG's manufacturing facilities, in common with others in industry, are subject to numerous laws and regulations designed to protect the environment, particularly with respect to disposal of plant waste. NMHG's products are also subject to various industry and governmental standards. NMHG's management believes that such requirements have not had a material adverse effect on its operations. PATENTS, TRADEMARKS AND LICENSES NMHG is not materially dependent upon patents or patent protection. The Hyster(R) trademark is currently registered in approximately 51 countries. The Yale(R) trademark, which is used on a perpetual royalty-free basis in connection with the manufacture and sale of forklift trucks and related components, is currently registered in approximately 100 countries. NMHG's management believes that its business is not dependent upon any individual trademark registration or license, but that the Hyster(R) and Yale(R) trademarks are material to its business. ITEM 2. PROPERTIES The following table summarizes certain information with respect to the principal manufacturing, distribution and office facilities owned or leased by NMHG and its subsidiaries.
Location Owned Leased Function/Principal Products -------- ----- ------ --------------------------- Basingstoke, England X Hyster forklift truck marketing and sales operations for Europe, the Middle East and Africa Berea, Kentucky X Manufacture of forklift trucks Craigavon, Northern X Manufacture of forklift trucks Ireland Danville, Illinois X Manufacture of forklift trucks, components and service parts Danville, Illinois X Distribution of service parts for both Hyster and Yale forklift trucks; Hyster forklift truck marketing and sales operations for North America
- 6 - 8
Location Owned Leased Function/Principal Products -------- ----- ------ --------------------------- Flemington, X Yale forklift marketing and sales operations for North America and New Jersey certain NMHG engineering operations Greenville, X Manufacture of forklift trucks; NMHG manufacturing and other staff North Carolina operations for North America Irvine, Scotland X Manufacture of forklift trucks Lenoir, X Manufacture of component parts for forklift trucks North Carolina Nijmegen, X Manufacture of forklift trucks and component parts; distribution of The Netherlands service parts for forklift trucks Portland, Oregon X Technical center for testing of prototype equipment and component parts Portland, Oregon X NMHG Corporate administrative and product development headquarters Portland, Oregon X Manufacture of production tooling and production of prototype units and service parts Sao Paulo, Brazil X Manufacture of forklift trucks; distribution of service parts for forklift trucks Sulligent, Alabama X Manufacture of component parts for forklift trucks Sydney, Australia X Assembly of forklift trucks; distribution of service parts for forklift trucks Wolverhampton, England X Yale forklift marketing and sales operations for Europe
NMHG intends to sell its Flemington, New Jersey facility and intends to either lease back a portion of the office space in this facility or to rent suitable office space in the same area. NMHG also intends to sell one of its facilities located in Danville, Illinois which is currently vacant. There is no certainty that any such transactions will occur. Each of NMHG's principal U.S. facilities is encumbered as security for the obligations under the Company's bank financing. The facilities in Berea, Kentucky and Sulligent, Alabama are leased pursuant to industrial development bond financings which permit NMHG to acquire the properties for nominal amounts upon redemption or repayment of the bonds. - 7 - 9 ITEM 3. LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceeding except ordinary routine litigation incidental to its business. Certain of such routine litigation includes claims for punitive damages; however, the management of the Company believes that none of such litigation, individually or in the aggregate, will have a material adverse effect on the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders of the Company. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is no established public trading market for the Company's Common Stock. On February 28, 1994 there were three holders of record of the Company's Common Stock. The Company has not paid any dividends on shares of its Common Stock since its organization in 1989, and it is not anticipated that any dividends will be declared or paid with respect to the Common Stock in the foreseeable future. The Company's ability to pay dividends with respect to the Common Stock is restricted under the terms of its existing debt instruments and agreements. The information set forth in Note I to the Consolidated Financial Statements in Part IV, pages F-15 through F-17, of this Form 10-K is incorporated herein by reference. - 8 - 10 ITEM 6. SELECTED FINANCIAL DATA The selected financial data below for 1989 includes Yale for the period beginning January 1, 1989 to May 26, 1989 and for the Company for the period subsequent to May 26, 1989. Certain prior year amounts have been restated to reflect the new method of accounting for income taxes and goodwill amortization has been reclassified as operating expense. Information with respect to selected financial data is set forth below. HYSTER-YALE MATERIALS HANDLING, INC. SELECTED FINANCIAL DATA (IN THOUSANDS EXCEPT FOR PERCENTAGE AND BACKLOG DATA)
Years Ended December 31 ---------------------------------------------------------------------------- 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- OPERATING RESULTS Net sales $908,176 $865,889 $790,618 $922,974 $776,841 Gross profit 184,062 191,991 178,667 240,794 218,257 Gross profit margin 20.3% 22.2% 22.6% 26.1% 28.1% Operating profit 39,561 44,296 41,531 80,829 92,909 Net income (loss) (8,412) 1,311 1,072 22,532 32,575 FINANCIAL CONDITION Total assets $833,035 $846,410 $895,536 $1,024,685 $1,110,978 Long-term obligations, net 290,343 392,489 379,160 440,947 531,107 Stockholders' equity 257,126 215,391 234,264 251,453 201,732 OTHER DATA Capital expenditures, exclusive of rental equipment $20,208 $24,252 $17,207 $15,893 $16,696 Depreciation and amortization 31,721 32,177 32,463 31,142 23,124 Unit backlog (units) (Unaudited) 12,100 12,100 10,077 9,592 14,004
- 9 - 11 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The results of operations were as follows for the years ended December 31:
NET SALES N.America Europe Asia Elims Total --------- --------- ------ ---- ----- ----- 1993 $645.4 $220.5 $42.3 - $908.2 1992 579.0 251.5 35.4 - 865.9 1991 499.2 264.1 27.3 - 790.6 OPERATING PROFIT ---------------- 1993 $40.3 $(2.4) $1.7 - $39.6 1992 (restated) 15.5 28.7 0.8 (0.7) 44.3 1991 (restated) 2.2 38.7 0.5 0.1 41.5
1993 VS. 1992 FINANCIAL REVIEW The following schedule details the changes in sales, operating profit and net income (loss) for 1993 compared with 1992:
Net Operating Income Sales Profit (Loss) ----- ------ ------ (In millions) 1992 (restated) $865.9 $44.3 $1.3 Increase (Decrease) in 1993 from: - --------------------------------- Lift truck unit volume 49.8 7.1 4.7 Sales mix 15.1 1.2 0.8 Average sales price 8.2 8.2 5.4 Service parts 6.4 6.6 4.4 Manufacturing cost (10.8) (7.1) Other operating expense (0.7) (0.5) Foreign currency translation (37.2) (16.3) (10.8) Other income and expense (1.0) Differences between effective and statutory tax rates (1.8) Change in statutory tax rates (0.5) Extraordinary item (3.3) ------ ----- ----- 1993 $908.2 $39.6 $(8.4) ====== ===== =====
10 12 1993 results reflected the strengthening North American market offset by continued weakness in most of Europe and Japan. Increased demand in North America lifted prices slightly versus the prior year but competitive pressures continued to restrain significant margin growth. The improving economy in the United States also helped parts sales and, along with tight cost controls, resulted in increased operating profit. The success of new products introduced in 1993 raised sales to a higher average sales value however, margins have not increased proportionately due to mix swings to lower margin countries. Manufacturing costs were higher in 1993 due to start-up costs associated with new product introductions and under absorbed overhead in Europe. The Pound Sterling weakened considerably against the U.S. Dollar in 1993 causing sales and operating profit to be translated at lower amounts. The strong Yen in 1993 contributed to higher costs for products and parts sourced from Japan. Backlog of orders at December 31, 1993 was approximately 12,100 forklift truck units which was level with December 31, 1992. While order demand has grown, continued process improvements have shortened product delivery schedules. The forklift truck industry historically has been cyclical and the level of economic activity in the various industries in which the Company's customers participate has a corresponding impact on the forklift truck market. OTHER Interest expense was $40.4 million in 1993 versus $44.2 million in 1992. The decrease was due to lower market interest rates and a debt refinancing which included an equity infusion that lowered debt and reduced the Company's effective interest rate. The Company entered into unsecured interest rate swaps for a majority of its floating rate debt to provide near-term protection against significant increases in interest rates. The Company will continue to evaluate its interest rate exposure. In the second quarter of 1993, the Company sold its former manufacturing site in Wednesfield, England for $3.3 million. The net pretax gain from the sale was $2.1 million. Other-net in 1993 primarily included $3.9 million of loss from the Company's 50% equity interest in Sumitomo-Yale which had a larger loss in 1993 versus 1992 due to the strong Yen and weak European and Japanese markets. Other-net in 1992 also included foreign exchange gains which were not repeated in 1993 as the Company began hedging its income statement exposures. PROVISION FOR INCOME TAXES As discussed in Note J to the consolidated financial statements, the Company adopted SFAS No. 109 as of January 1, 1993 and has restated prior periods. The effective income tax rate change from 1992 to 1993 is not meaningful due to a pretax loss in 1993 coupled with a tax provision. The Company has non-deductible goodwill amortization related to the Hyster acquisition which increased the effective tax rate above statutory rates and resulted in a tax provision in 1993 despite a loss before income taxes. In addition, the Company began providing for U.S. taxes in 1993 on certain foreign earnings taxed at overall lower rates in anticipation of future repatriations. Due to higher levels of pre-tax income in 1992, the nondeductible expenses had a smaller impact on the effective tax rate in 1992. 11 13 EXTRAORDINARY CHARGE An extraordinary charge of $3.3 million net of $2.0 million in tax benefits, was recorded in the second quarter of 1993 and represents the write-off of premiums and unamortized debt issuance costs associated with the retirement of approximately $50.2 million face value of 12-3/8% Subordinated Debentures. The Company retired the debentures as a result of a contribution by NACCO of previously purchased subordinated debentures with a face value of $23.7 million, and a cash infusion of $28.3 million ($26.7 million from NACCO) which enabled the Company to call approximately $26.5 million face value of subordinated debentures at a price of 107.5. 1992 VS. 1991 FINANCIAL REVIEW The following schedule details the changes in sales, operating profit and net income (loss) for 1992 compared with 1991:
Net Operating Income Sales Profit (Loss) ----- ------ ------ (In millions) 1991 (restated) $790.6 $41.5 $1.1 Increase (Decrease) in 1992 from: - --------------------------------- Lift truck unit volume 86.4 20.0 13.2 Sales mix (29.8) (14.3) (9.4) Average sales price (3.7) (3.7) (2.4) Service parts 11.5 5.3 3.5 Manufacturing cost 5.2 3.4 Reduction in restructuring reserve 1.5 1.0 Other operating expense (12.1) (8.0) Foreign currency translation 10.9 0.9 0.6 Other income and expense 3.6 Differences between effective and statutory tax rates (5.3) ------ ----- ---- 1992 (restated) $865.9 $44.3 $1.3 ====== ===== ====
1992 results reflect economic improvement in North America partially offset by weaker markets in Europe and the Far East. Price discounting continued to be prevalent in the forklift market and mix changes to lower margin products, especially in Europe, restricted sales and operating profits. Manufacturing costs decreased due to reductions in overhead from continued savings realized from the consolidation of operations and higher overall volumes. Operating expenses increased as marketing programs for existing and new products and new product development programs were implemented in 1992. OTHER Interest income decreased substantially from 1991 as a result of lower cash balances in Europe and lower market interest rates. Interest expense was $44.2 million for 1992 compared to $49.5 million for 1991. Lower 1992 interest expense was due to reduced debt levels and lower interest rates. 12 14 Other-net primarily includes income or loss from operations and the after-tax gain or losses of business units classified as assets held for sale, equity in the earnings of unconsolidated subsidiaries, and foreign currency gains and losses. The increase in other-net in 1992 compared to 1991 resulted from increased foreign currency exchange gains and reduced losses from retail branch operations classified as net assets held for sale, the last of which was sold in May 1992. PROVISION FOR INCOME TAXES The effective income tax rate decreased to 70.7% in 1992 from 128.5% in 1991. Expenses not deductible for tax purposes (primarily goodwill), were approximately level with 1991. Due to higher income in 1992, these expenses accounted for a substantially lower percentage of pretax income than in 1991. ENVIRONMENTAL MATTERS The Company's manufacturing operations, like those of other companies engaged in similar businesses, involve the use, disposal and clean-up of substances regulated under environmental protection laws. Compliance with these increasingly stringent standards results in higher expenditures for both capital improvements and operating costs. Hyster-Yale's policies stress environmental responsibility and compliance with these regulations. Based on current information, management does not expect compliance with these regulations to have a material adverse effect on its financial condition or results of operations. 1994 OUTLOOK The forklift truck industry historically has been cyclical. The economic conditions in the various markets in which the industry's customers operate affect demand. Current external economic forecasts and recent factory order information indicate an improving economy in North America. However, Europe and Japan continue to be plagued by recessionary pressures. While no near-term economic recovery is forecast for these regions, improvements in the North American economy and favorable worldwide interest rates should eventually lead to a global recovery. The Company will continue to introduce new products in 1994. Improved profitability is dependent on successful continuing efforts to reduce costs. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operations was $34.1 million in 1993 compared with operating cash flow used of $25.8 million in 1992. The increase in cash provided by operations resulted primarily from reduced working capital requirements. Inventories dropped significantly from 1992 to 1993, generating cash, and accounts payable was higher due to timing, and extended trade terms with Sumitomo-Yale. Reduced tax payments in 1993 also benefited cash flow. Expenditures for property, plant and equipment were $20.2 million in 1993 versus $24.3 million in 1992. The majority of these expenditures were for manufacturing efficiencies and tooling for new products. The principal sources of financing capital expenditures were internally generated funds. Capital expenditures in 1994 will be approximately $25 million, a portion of which will be financed from economic development capital grants from local governments. 13 15 The Company amended its existing senior bank credit agreement in connection with the retirement of a portion of its subordinated debentures as discussed in Note B to the consolidated financial statements of this Form 10-K. This amendment permits equity infusions to be used for cash purchases of subordinated debentures and, after August 1994, permits use of internally generated funds to retire additional subordinated debentures. In addition, the amendment modifies the bank loan repayment schedules and provides the Company with more favorable performance based interest rate incentives. The amendment to the bank loan repayment schedule reduced the required payments in 1994 and 1995 by $35.0 million and $16.0 million, respectively. In addition, the original 1996 installment has been increased by $0.7 million and the amended schedule requires a $50.5 million payment in 1997. As disclosed in the Company's quarterly report on Form 10-Q for the quarter ending June 30, 1993, an extraordinary charge of $3.3 million net of $2.0 million in related tax benefits was recognized for the write-off of premiums and unamortized debt issuance costs associated with retirement of approximately $50.2 million face value of Hyster-Yale's subordinated debentures. Because of the increased cash flow from operations and equity infusion from NACCO, the Company reduced debt during 1993 and has available all of its revolving credit faculty of $100.0 million at December 31, 1993. The Company believes it can adequately meet all of its current and long-term commitments and operating needs from operating cash flow and funds available under committed credit agreements. During 1993, the Company repatriated $18.3 million of earnings from certain foreign subsidiaries. The taxes were previously provided for financial reporting purposes. Future distributions of unremitted earnings may be affected by changes in currency exchange rates and foreign and U.S. tax rates. Foreign currency exchange gains (losses) were $(0.1) million, $5.7 million and $1.5 million in 1993, 1992, and 1991, respectively. The Company began hedging foreign currency exposure in 1993 to mitigate the majority of income statement exposure. Stockholders' equity will still be affected by translation of foreign country financial statements where the functional currency is not the U.S. dollar. The translation loss recorded in stockholders' equity was $ 2.2 million and $20.2 million in 1993 and 1992 respectively. EFFECTS OF INFLATION The Company attempts to minimize the impact of inflation on production and operating costs through productivity improvements and cost reduction programs. The LIFO method is used to value domestic inventories. Under this method, cost of goods sold reported in the financial statements approximates current cost. Therefore, net income for 1993 adjusted for inflation would not be materially different from net income reported in the consolidated financial statements. RECENTLY ISSUED BUT NOT YET ADOPTED ACCOUNTING STANDARDS In November 1992, Statement of Financial Accounting Standards No. 112 "Employers' Accounting for Post Employment Benefits" ("SFAS 112") was issued. The Company will be required to adopt this new method of accounting for benefits paid to former or inactive employees after employment but before retirement no later than 1994. See Note L of the Company's consolidated financial statements for discussion of the effects of this new accounting standard. 14 16 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this Item 8 is set forth at pages F-1 through F-35 of the Financial Statements and Supplementary Data contained in Part IV hereof. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. - 15 - 17 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT A. DIRECTORS OF THE COMPANY The following table sets forth the names, ages and professional occupations and directorships of the persons who are currently directors of the Company. The directors of the Company are elected to serve until the next annual meeting of the stockholders of the Company.
DIRECTOR NAME AGE PROFESSIONAL OCCUPATION AND DIRECTORSHIPS SINCE ---- --- ----------------------------------------- -------- Owsley Brown II 51 President and Chief Executive Officer of 1994 Brown-Forman Corporation. From prior to 1989 to 1993, President of Brown-Forman Corporation. Also director of NACCO, Brown- Forman Corporation, Hilliard Lyons Trust Company, LG&E Energy Corp., and Louisville Gas and Electric Company. John J. Dwyer 76 Retired President of Oglebay Norton Company. 1989 Also director of NACCO and Oglebay Norton Company. Reginald R. Eklund 53 President and Chief Executive Officer (since 1989 September 1992). President and Chief Operating Officer (from June 1989 to September 1992). Since January 1, 1994, President and Chief Executive Officer of NACCO Materials Handling Group, Inc. Vice President of Hyster and Yale (from August 1993 through December 1993). President and Chief Executive Officer of Yale (from prior to 1989 to August 1993) and President and Chief Executive Officer of Hyster (from September 1992 to August 1993). Robert M. Gates 50 Consultant, author and lecturer. From 1991 1993 to 1993, Director of Central Intelligence for the United States. From 1989 to November 1991, Assistant to the President of the United States and Deputy for National Security Affairs, National Security Council. From prior to 1989 to 1989, Deputy Director of Central Intelligence Agency. Also director of NACCO and Varity Corporation. E. Bradley Jones 66 Retired Chairman and Chief Executive Officer 1989 of LTV Steel Company. Also director of NACCO, Birmingham Steel Corporation, Cleveland-Cliffs Inc, Consolidated Rail Corporation, RPM, Inc. and TRW Inc., and trustee of Fidelity Funds and First Union Real Estate Investments.
- 16 - 18
DIRECTOR NAME AGE PROFESSIONAL OCCUPATION AND DIRECTORSHIPS SINCE ---- --- ----------------------------------------- -------- Dennis W. LaBarre 51 Partner in the law firm of Jones, Day, 1989 Reavis & Pogue. Also director of NACCO. Yoshinori Ohno 53 President of Sumitomo Yale Company, Ltd. 1993 From prior to 1989 to June 1993, Director of Finance, Engineering, Product Planning and Quality Assurance of Sumitomo Yale Company, Ltd. Alfred M. Rankin, Jr. 52 President and Chief Executive Officer of 1989 NACCO. From 1989 to 1991, President and Chief Operating Officer of NACCO. From prior to 1989 to 1989, Vice Chairman and Chief Operating Officer of Eaton Corporation (manufacturer of highly engineered products for automotive, industrial and commercial markets). Also director of NACCO, The BF Goodrich Company, Reliance Electric Company, The Standard Products Company and The Vanguard Group. Claiborne R. Rankin 43 President and Chief Operating Officer of 1991 Bruning Paint Company (a manufacturer of architectural coatings). From 1989 to 1992, Vice President-Corporate Development and Finance of Laurel Industries, Inc. (a manufacturer of antimony oxide). John C. Sawhill 57 President and Chief Executive Officer of 1990 The Nature Conservancy (a non-profit conservation organization). From prior to 1989 to 1990, Director of McKinsey & Company, Inc. (management consulting firm). Also director of NACCO, Pacific Gas & Electric Co. and The Vanguard Group. Ward Smith 63 Chairman of the Board of NACCO. From prior 1989 to 1989 to 1991, Chairman and Chief Executive Officer of NACCO. Also a director of NACCO, Sundstrand Corporation and a trustee of various Massachusetts Financial Services Company mutual funds. Britton T. Taplin 37 Partner in Western Skies, Inc. (a developer 1992 of medical office and healthcare-related facilities). From prior to 1989 to 1992, Project Coordinator of Western Skies, Inc. From prior to 1989 to 1989, self-employed (business investments). Also director of NACCO.
- 17 - 19
DIRECTOR NAME AGE PROFESSIONAL OCCUPATION AND DIRECTORSHIPS SINCE ---- --- ----------------------------------------- -------- David F. Taplin 44 Self-employed. 1989 Frank E. Taplin, Jr. 78 Trustee of the Environmental Defense Fund. 1989 Former President and Chief Executive Officer of the Metropolitan Opera, former Vice Chairman of Lincoln Center for the Performing Arts, Trustee emeritus of the Institute for Advance Study, member of the Council of American Philosophical Society, former Chairman Scurry-Rainbow Oil Ltd. Also director of NACCO. Richard B. Tullis 80 Chairman Emeritus of Harris Corporation (a 1989 manufacturer of information processing, communication and microelectronics products). Chairman of NCC Funds (investment funds). Chairman of Waste-Quip, Inc. (a manufacturer of equipment for handling solid and liquid waste). Also director of NACCO.
Alfred M. Rankin, Jr. and Claiborne R. Rankin are brothers and are nephews of Frank E. Taplin, Jr. and are cousins of David F. Taplin (who is the son of Frank E. Taplin, Jr.) and Britton T. Taplin (who is a nephew of Frank E. Taplin, Jr.). B. EXECUTIVE OFFICERS OF THE COMPANY The following tables set forth certain information relating to the executive officers of the Company and NACCO Materials Handling Group, Inc. Executive officers of the Company serve at the will of the Board of Directors.
NAME AGE EMPLOYMENT HISTORY ---- --- ------------------ Reginald R. Eklund 53 President and Chief Executive Officer (since September 1992). President and Chief Executive Officer of NACCO Materials Handling Group, Inc. (since January 1, 1994). President and Chief Operating Officer of the Company (from June 1989 to September 1992). Vice President of Hyster and Yale (from August 1993 through December 1993). President and Chief Executive Officer of Yale (from prior to 1989 to August 1993), and President and Chief Executive Officer of Hyster (from September 1992 to August 1993). Glen P. Baunsgard 56 Vice President, Parts Operations and Aftermarket Strategy of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Parts Operations and Aftermarket Strategy of the Company (from August 1993 through December 1993). Vice
- 18 - 20
NAME AGE EMPLOYMENT HISTORY ---- --- ------------------ President, Aftermarket Development of the Company and Hyster (from August 1992 through August 1993). Vice President, President, North American Industrial Truck Division of Hyster (from October 1989 to August 1992). General Manager, Parts and Service Operations of Hyster Industrial Truck Division (from prior to October 1989). Bergen I. Bull 54 Vice President, General Counsel and Secretary (since October 1989). Vice President, General Counsel and Secretary of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Corporate Administration, General Counsel and Secretary of Hyster (from prior to 1989 through December 1993). Vice President and Assistant Secretary of Yale (from November 1990 through 1993). Darrell K. Cross 45 Vice President, Engineering of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Engineering of the Company and Hyster (from May 1992 through December 1993). Director, Test and Research of Hyster (from 1989 to 1992). Manager, Product Planning of Hyster (from prior to 1989). Gregory J. Dawe 45 Vice President, Manufacturing, Americas of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Manufacturing, Americas of the Company (from November 1993 through December 1993). Vice President, Manufacturing and Quality Planning, Clark Materials Handling Company, a manufacturer of industrial trucks and other materials handling equipment (from prior to 1989 to August 1993). G. Michael Decker 52 Vice President, Finance and Chief Financial Officer (since February 1993). Vice President, Finance and Chief Financial Officer of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Finance and Chief Financial Officer of Hyster and Yale (from February 1993 through December 1993). Vice President, Finance, Secretary and Chief Financial Officer for Doehler Jarvis Ltd. Partner-ship (from 1991 to 1993) (casting manufacturer). Senior Vice President, Finance, Treasurer and Chief Financial Officer (from 1989 to 1990), and Vice President, Finance, Treasurer and Chief Financial Officer (from prior to 1989) of The Manitowoc Company, Inc. (manufacturer serving heavy construction, food service and shipbuilding industries).
- 19 - 21
NAME AGE EMPLOYMENT HISTORY ---- --- ------------------ J. Stephen Finney 52 Vice President, President, Hyster Company of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Hyster Marketing, North America of the Company (from May 1992 through December 1993). President of Hyster (from August 1993 through December 1993). Vice President, Marketing, North America of Hyster (from May 1992 to August 1993). Vice President, Sales, North American Industrial Truck Division of Hyster (from 1989 to May 1992). Daniel P. Gimmy 48 Vice President, Law and Assistant Secretary of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Law and Secretary of Yale (from prior to 1989 through December 1993). Dennis D. Hartman 51 Vice President, Product Strategy and Business Development of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Product Strategy and Business Development of the Company (from November 1993 through December 1993). Vice President, Product Planning, Worldwide (from May 1992 to November 1993). Vice President, Product Planning (from October 1989 to May 1992). Vice President, Product Planning of Hyster (from October 1989 to May 1992). Director, Corporate Planning and Equipment Sales Operations of Hyster (from prior to 1989 to October 1989). Roger A. Jensen 54 Controller (since March 1990). Controller of NACCO Materials Handling Group, Inc. (since January 1, 1994). Controller of Hyster (from prior to 1989 through 1993). Ronny J. Leptich 50 Vice President, Engineering, Worldwide of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Engineering, Worldwide of the Company and Hyster (from May 1992 and August 1992, respectively, through December 1993). Vice President, Hyster-Yale Engineering (from May 1991 to May 1992). Vice President, Hyster Engineering (from October 1989 to May 1991). Vice President, Engineering for Hyster (from prior to 1989 to August 1992). Graham Lovatt 48 Vice President, Marketing, Hyster Europe of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Marketing, Hyster Europe of the Company (from May 1992 through December 1993). Vice President, Marketing, Hyster Europe for Hyster (from 1990 to May 1992). Marketing Director, Hyster Europe Limited (from prior to 1989 to 1990).
- 20 - 22
NAME AGE EMPLOYMENT HISTORY ---- --- ------------------ Thomas A. Magill 52 Vice President, Manufacturing, Europe of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Manufacturing, Europe of the Company (from May 1992 through December 1993). Director of Manufacturing, Hyster-Europe (from February 1990 to May 1992). Plant Manager of the Company's Irvine, Scotland and Craigavon, Northern Ireland Plants (from prior to 1989 to January 1990). Jeffrey C. Mattern 41 Treasurer (since August 1992). Treasurer of NACCO Materials Handling Group, Inc. (since January 1, 1994). Treasurer of Hyster and Yale (from August 1992 through December 1993). Assistant Treasurer for Harnischfeger Industries, Inc. (manufacturer papermaking machinery, mining and materials handling equipment) (from prior to 1989 to July 1992). William C. Maxwell 48 Vice President, Finance, Europe of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Finance, Europe of the Company (from May 1993 through December 1993). Director, Financial Planning and Analysis of Hyster (from prior to 1989 to 1993). Frank G. Muller 52 Vice President (since January 1, 1994). Vice President, President, Americas of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, President, Hyster- Yale Americas of the Company (from May 1993 to December 1993). Vice President, Manufacturing, Americas (from May 1992 to May 1993). Vice President, Manufacturing of Yale (from prior to 1989 to 1992). Vice President of Hyster and Yale (from February 1993 through December 1993). Ronald D. Muller 47 Vice President, Manufacturing, Worldwide of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Manufacturing, Worldwide of the Company (from May 1992 through December 1993). Vice President, Manufacturing, North American Industrial Truck Division of Hyster (from October 1989 to May 1992). Director of Manufacturing Staff, North American Industrial Truck Division of Hyster (from prior to 1989 to October 1989). William P. O'Connell 58 Vice President, Engineering of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Engineering of the Company (from May 1992 through December 1993). Vice President, Hyster-Yale Engineering (from May 1991 to May 1992). Vice President, Yale Engineering (from October 1989 to May 1991). Vice President, Engineering of Yale (from prior to 1989 to October 1989).
- 21 - 23
NAME AGE EMPLOYMENT HISTORY ---- --- ------------------ David M. Pollock 48 Vice President (since January 1, 1994). Vice President, Managing Director, NACCO Materials Handling Group, Ltd. of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Managing Director, Hyster-Yale Europe of the Company (from May 1992 through December 1993). Vice President, Managing Director, Hyster Europe (from October 1989 to May 1992). Vice President and Managing Director, Hyster Europe Limited for Hyster (from prior to 1989). Vice President of Yale (from May 1992 through 1993). Edward W. Ryan 55 Vice President, President, Yale Materials Handling Corporation of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Yale Marketing of the Company (from May 1992 through December 1993). President of Yale (from August 1993 through December 1993). Senior Vice President, Marketing for Yale (from prior to 1989). Michael K. Smith 49 Vice President, Finance and Information Systems, Americas of NACCO Materials Handling Group, Inc. (since February 9, 1994). Vice President, Finance, Americas of NACCO Materials Handling Group, Inc. (from January 1, 1994 to February 9, 1994). Vice President, Finance, Americas of the Company (from May 1993 through December 1993). Vice President, Finance, Hennessy Industries, manufacturer of tire replacement equipment (from 1991 to 1993). Vice President, Finance and Business, Bendix Automotive Systems Group of Bendix Corporation, a producer of automotive equipment (from prior to 1989 to 1990). Colin Wilson 39 Vice President, Marketing, Yale Europe of NACCO Materials Handling Group, Inc. (since January 1, 1994). Vice President, Marketing, Yale Europe of the Company (from May 1992 through December 1993). Marketing Director, Yale Europe Materials Handling Limited (from January 1992 to May 1992). Sales and Marketing Director, Yale Materials Handling Limited (from prior to 1989 to January 1992).
- 22 - 24 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the annual, long-term and all other compensation for services in all capacities to the Company of the five persons who were, as of December 31, 1993, the Chief Executive Officer and the Company's four most highly compensated executive officers other than the Chief Executive Officer (the "Named Executive Officers"). SUMMARY COMPENSATION TABLE - --------------------------
LONG-TERM COMPENSATION ANNUAL COMPENSATION PAYOUTS ------------------------------------- ------------ ALL OTHER OTHER ANNUAL LTIP COMPEN- NAME & PRINCIPAL FISCAL SALARY BONUS COMPENSATION PAYOUTS SATIONS POSITION YEAR ($) ($) (3) ($) ($) ($) - --------- ----- ------ ------- -------- -------- ----------- Reginald R. Eklund 1993 $295,000 $96,274 $38,500(4) --- $24,384(7) President and Chief 1992 $260,004 $86,226 $38,433(4) $199,986(6) $30,117(7) Executive Officer 1991 $250,000 $51,165 $27,205(4) --- $209,386(7) David M. Pollock 1993 $232,096(1) $39,781 $2,574(5) --- $2,636(8) Vice President, 1992 $239,570(1) $41,250 $3,477(5) --- $3,407(8) Managing Director, 1991 $217,873(1) $27,662 $15,374(5) --- $4,238(8) Hyster-Yale Europe Frank G. Muller 1993 $157,440(2) $62,382 $18,266(5) --- $11,982(9) Vice President, 1992 $128,715 $28,347 $9,170(5) --- $9,681(9) President, Hyster-Yale 1991 $119,016 $14,352 $1,272(5) --- $546(9) Americas G. Michael Decker 1993 $156,332(2) $37,986 $12,265(5) --- $3,127(9) Vice President, Finance, 1992 --- --- --- --- --- Chief Financial Officer 1991 --- --- --- --- --- Edward W. Ryan 1993 $142,908 $29,036 $9,013(5) --- $12,862(9) Vice President, 1992 $136,008 $25,532 $7,308(5) --- $9,206(9) Yale Marketing 1991 $132,096 $18,884 $6,089(5) --- $618(9) (1) Includes overseas allowances paid to Mr. Pollock of $50,996, $69,445 and $65,573 for the years 1993, 1992 and 1991, respectively. (2) Mr. Muller was Vice President, Manufacturing, Hyster-Yale Americas through May 12, 1993 when he was elected Vice President, President, Hyster-Yale Americas. Mr. Decker joined the Company February 1, 1993. (3) These amounts were paid in cash pursuant to the Hyster-Yale Annual Incentive Compensation Plan. (4) For Mr. Eklund, the amount listed for 1993 consists of payments of cash in lieu of perquisites as determined by the NMHG Nominating, Organization and Compensation Committee. For 1992 the amount consists of payments of cash in lieu of perquisites totalling $26,014, as determined by the NMHG Nominating, Organization and Compensation
- 23 - 25 Committee, and annual interest of $12,419 paid on a $200,000 promissory note previously held by him ("Mr. Eklund's Promissory Note"), which note bore interest at a rate equal to a 13-week U.S. Treasury Bill plus 2%, with a cap of 12%, compounded quarterly, which was payable by Yale on February 28, 1995 and which note represented the balance due to Mr. Eklund under the Yale Materials Handling Corporation 1985 Employee Incentive Plan that was terminated effective January 1, 1990. The principal and accrued interest of Mr. Eklund's Promissory Note were pre-paid in 1992. See note (6) below. The amount listed for 1991 consists of an annual interest payment on Mr. Eklund's Promissory Note of $21,360, and the use of a car, valued at $5,845. (5) For Messrs. Muller, Decker and Ryan the amounts paid in 1993 of $18,226, $12,265 and $9,013, respectively, are cash payments in lieu of perquisites. For Mr. Pollock the following amounts represent the value of the use of a car: 1993 - $2,574, 1992 - $3,477 and 1991 - $4,020. For Messrs. Muller and Ryan the value of the use of a car for 1991 was $1,272 and $6,089, respectively. Mr. Pollock was reimbursed $11,354 in 1991 for tax return preparation fees covering the years 1987 through 1991. (6) The amount listed was paid in cash to Mr. Eklund upon the pre-payment of Mr. Eklund's Promissory Note. See Note 4 above. (7) For Mr. Eklund, the amounts listed include: for 1993, 1992 and 1991, $15,370, $14,963 and $909, respectively, consisting of Company contributions under the NACCO Materials Handling Group Profit Sharing Plan (formerly known as the Hyster-Yale Profit Sharing Plan); for 1992 and 1991, $9,464 and $23,402, respectively, consisting of deferred payments under the Yale Short-Term Incentive Compensation Deferral Plan earned by Mr. Eklund for 1985 and 1986; for 1993 and 1992, $9,014 and $5,690, respectively, consisting of Company allocations under the NACCO Materials Handling Group Unfunded Benefit Plan (formerly known as the Hyster-Yale Unfunded Deferred Compensation Plan), and for 1991, $185,075 for reimbursement by Hyster-Yale of relocation expenses. (8) For Mr. Pollock the amounts listed were contributed by the Company to match before-tax contributions made under the Hyster-Yale Profit Sharing Plan (formerly known as the Hyster Employees' Savings Plan). (9) For Messrs. Muller, Decker and Ryan the amounts listed consist of contributions made by the Company to the Hyster-Yale Profit Sharing Plan (formerly known as the Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan). LONG-TERM INCENTIVE PLAN The following table sets forth information about awards to the Named Executive Officers for the calendar year 1994, and estimated payouts in the future under the long-term incentive plan of the Company. -24- 26 LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR FOR FUTURE YEARS
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE-BASED PLANS --------------------------------------------- NUMBER OF PERFORMANCE SHARES, OR OTHER UNITS OR PERIOD UNTIL OTHER RIGHTS MATURATION THRESHOLD TARGET MAXIMUM NAME ($ OR #) OR PAYOUT ($ OR #) ($ OR #) ($ OR #) - ----------------------------------------------------------------------------------------------------------------------- Reginald R. Eklund 100,403 Units(1) 10 years(1) $0 (1) $2,190,772(1) (1) David M. Pollock 27,628 Units(1) 10 years(1) $0 (1) $602,843(1) (1) Frank G. Muller 43,558 Units(1) 10 years(1) $0 (1) $950,436(1) (1) G. Michael Decker 24,587 Units(1) 10 years(1) $0 (1) $536,488(1) (1) Edward W. Ryan 14,851 Units(1) 10 years(1) $0 (1) $324,049(1) (1) (1) Effective on January 1, 1994, Messrs. Eklund, Pollock, Muller, Decker and Ryan were awarded 100,403, 27,628, 43,558, 24,587 and 14,851 book value appreciation units, respectively, under the NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (the "NMHG Long-Term Plan") at a specified "base period price per unit". These book value appreciation units were awarded by the NMHG Nominating, Organization and Compensation Committee to each individual upon the recommendation of the Company's outside compensation consultant in order to make the potential amounts paid under the NMHG Long-Term Plan competitive within the potential amounts paid under long-term incentive compensation plans in similar industries. Under the NMHG Long-Term Plan, these units will vest ten years from the date of award. (For example, December 31, 2003 for units awarded effective January 1, 1994) (or earlier in the event of the participant's death, permanent disability or retirement, or in the event of any other termination of employment with the approval of the NMHG Nominating, Organization and Compensation Committee.) At any time following the fifth anniversary of the date of an award, a participant may also annually request that the Committee permit the vesting of up to (a) 20% of the number of book value appreciation units for the purchase of a principal residence for the individual or the payment of medical or educational expenses of the individual, his spouse or dependents or (b) 10% of the number of book value appreciation units for any other purpose, provided that such request may only apply to an aggregate of 40% of the number of book value appeciation units originally granted in an award. Upon vesting, the participant is entitled to receive a payment the appreciation in the book value per unit over the base period price per unit. At target return on equity over ten years, Messrs. Eklund, Pollock, Muller, Decker and Ryan's book value appreciations units would entitle them to cash payments on December 31, 2003 of $2,190,772, $602,843, $950,436, $536,488 and $324,049, respectively, which amounts may be greater or less depending on whether NMHG's book value has increased or decreased in comparison to the target book value growth over the period. Effective on January 1, 1993,
- 25 - 27 Messrs. Eklund, Muller and Pollock were awarded 21,690, 3,958 and 3,121 book value appreciation units, respectively, and effective April 1, 1993, Mr. Decker was awarded 31,192 of such units. Also, Messrs. Muller and Ryan were awarded 31,739 and 4,237 of such units effective on July 1, 1993 and October 1, 1993, respectively. For units granted as of January 1, 1993, at target return on equity over ten years, Messrs. Eklund, Pollock and Muller's book value appreciation units would entitle them to cash payments on December 31, 2002 of $632,480, $91,008 and $115,415, respectively, which amounts may be greater or less, depending upon whether NMHG's book value has increased or decreased in comparison to the target for book value growth over the period. The NMHG Long-Term Plan has no specified maximum payout. Similarly, for units granted as of July 1 and October 1 of 1993, at target return on equity Mr. Decker would be entitled to a cash payment of $907,063 on March 31, 2003, and Messrs. Muller and Ryan would be entitled to cash payments of $910,909 and $118,848 on June 30, 2003 and September 30, 2003, respectively. Mr. Eklund was previously awarded 65,000 book value appreciation units effective on January 1, 1990, which units will vest on December 31, 1999. Effective January 1, 1990, Messrs. Pollock, Muller and Ryan were also awarded 35,620, 15,154 and 15,154 units, respectively, which will also vest on December 31, 1999. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Dennis W. LaBarre, a director and member of the Nominating, Organization and Compensation Committee of the Company, is a partner in the law firm of Jones, Day, Reavis & Pogue. Such firm provided legal services on behalf of the Company during 1993 on a variety of matters, and it is anticipated that such firm will provide such services in 1994. Alfred M. Rankin, Jr. and Ward Smith who are directors of NACCO and the Company and members of the Compensation Committee of the Company, were President and Chairman of the Board, respectively, of the Company for a brief period of time in 1989. PENSION PLAN HYSTER-YALE PENSION PLANS Mr. Pollock is covered by the non-contributory defined benefit cash balance plan (qualified and non-qualified) of the Company. Messrs. Eklund, Decker, Muller and Ryan have never been covered by any defined benefit pension plans of the Company, Hyster or Yale. Each year, effective as of January 1, 1992, an amount is credited to a notional account for each covered employee equal to a percentage of the employee's compensation (including bonuses and salary deferrals) for such year, in accordance with an age-based formula that is integrated with Social Security. The notional account balances are then credited with interest each year until the employee's normal retirement date (generally, age 65) at a stated rate of interest. The notional account balances are paid in the form of a lump sum payment or converted to an annuity to provide monthly benefit payments. The estimated annual pension benefit (including prior plan benefits, if any) for Mr. Pollock under the cash balance plan, which would be payable on a straight life annuity basis at normal retirement age, is $89,300. - 26 - 28 COMPENSATION OF DIRECTORS The Company's directors are compensated for their service to the Company in accordance with the current practices of NACCO. Directors and officers of the Company who are employees of NACCO will be compensated principally by NACCO and will participate in employee benefit plans of NACCO. Currently, two directors of the Company (Messrs. Ward Smith and Alfred M. Rankin, Jr.) are employed by NACCO and receive their compensation and employee benefits from NACCO. Officers of the Company who are also directors receive no additional compensation for their services as a director. Mr. Eklund is both an officer and a director of the Company. Mr. Eklund receives his salary and benefits from the Company. The directors of the Company who are also directors of NACCO are currently compensated by NACCO with respect to their Company Board of Directors activities, and the Company reimburses NACCO for a pro rata share (with NACCO and two other subsidiaries of NACCO) of the compensation paid by NACCO to its directors who are also directors of NACCO. Each NACCO director who is not an officer of NACCO receives a retainer of $24,000 for each calendar year of service on the NACCO and subsidiary Board of Directors. In addition, each such director receives $500 for attending each meeting of the NACCO or subsidiary Board of Directors and each meeting of a committee thereof. Such fees for attendance at Board meetings and committee meetings may not exceed $1,000 per day. In addition, the chairman of each committee of the NACCO or subsidiary Board of Directors receives $4,000 for each calendar year for service as committee chairman. Directors of the Company who are neither directors of NACCO nor officers of the Company are paid by the Company $9,000 for each calendar year, plus $500 for attending each meeting of the Company Board of Directors and each meeting of a committee thereof (such fees for attendance at Board of Directors' meetings and multiple committee meetings do not exceed $1,000 per day). ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT THE COMPANY The Company currently has 10,000 authorized shares of Common Stock which is the only authorized class of Company capital stock, of which 5,598.857 shares are currently issued and outstanding. NACCO Industries, Inc., a Delaware corporation, with its headquarters located at 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017, is the beneficial owner of 5,435.826 shares (97%) of Common Stock. No officer or director of the Company beneficially owns any shares of the Common Stock. In connection with the financing of the acquisition of Hyster, all of the Company's Common Stock owned beneficially by NACCO was pledged to lenders to secure the Company's obligations under a Credit Agreement entered into to finance the acquisition. BENEFICIAL OWNERSHIP OF NACCO SECURITIES Set forth in the following table is the indicated information with respect to beneficial ownership of Class A Common Stock, par value $1.00 per - 27 - 29 share ("Class A Common") and Class B Common Stock, par value $1.00 per share ("Class B Common"), of NACCO, by the directors and Named Executive Officers of the Company and all executive officers and directors of the Company as a group as of January 15, 1994. Each share of Class A Common is entitled to one vote on all matters brought before a meeting of NACCO's stockholders, while each share of Class B Common is entitled to ten votes on each such matter. Beneficial ownership of Class A Common and Class B Common has been determined for this purpose in accordance with Rule 13d-3 of the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which provides, among other things, that a person is deemed to be the beneficial owner of Class A Common or Class B Common if such person, directly or indirectly, has or shares voting power or investment power in respect of such stock or has the right to acquire such ownership within sixty days. Accordingly, the amounts shown in the table do not purport to represent beneficial ownership for any purpose other than compliance with SEC reporting requirements. Further, beneficial ownership as determined in this manner does not necessarily bear on the economic incidence of ownership of Class A Common or Class B Common. Amount and Nature of Beneficial Ownership -----------------------------------------
Sole Shared Voting and Voting or Percent of Title of Investment Investment Aggregate Class Name Class Power Power Amount (1)(2) ---- -------- ----------- ---------- ---------- ---------- Frank E. Taplin, Jr. Class A 467,290 14,000 (3) 481,290 6.67% Class B 284,728 7,000 (3) 291,728 (4) 16.52% Owsley Brown II Class A 1,056 -- 1,056 -- Class B -- -- -- -- John J. Dwyer Class A 1,583 -- 1,583 -- Class B -- -- -- -- Robert M. Gates Class A 184 -- 184 -- Class B -- -- -- -- E. Bradley Jones Class A 898 -- 898 (5) -- Class B 200 -- 200 -- Dennis W. LaBarre Class A 998 -- 998 -- Class B 100 -- 100 -- Yoshinori Ohno Class A -- -- -- -- Class B -- -- -- -- Alfred M. Rankin, Jr. Class A 96,644 132,253 (6) 253,897 (7) 3.52% Class B 47,998 66,000 (6) 113,998 (4) 6.46% Claiborne R. Rankin Class A 109,716 -- 109,716 (8) 1.52% Class B 56,518 -- 56,518 (4)(8) 3.20%
- 28 - 30
Sole Shared Voting and Voting or Percent of Title of Investment Investment Aggregate Class Name Class Power Power Amount (1)(2) ---- -------- ----------- ---------- ---------- ---------- John C. Sawhill Class A 3,959 -- 3,959 -- Class B -- -- -- -- Ward Smith Class A 12,900 -- 15,400 (7) 0.21% Class B 200 -- 200 -- Britton T. Taplin Class A 21,079 -- 21,079 0.29% Class B 28,495 -- 28,495 (4) 1.61% David F. Taplin Class A 15,548 -- 15,548 0.22% Class B 13,550 -- 13,550 (4) 0.77% Richard B. Tullis Class A 2,998 -- 2,998 -- Class B -- -- -- -- Reginald R. Eklund Class A 1,178 (9) -- 1,178 -- Class B -- -- -- -- David M. Pollock Class A -- -- -- -- Class B -- -- -- -- G. Michael Decker Class A -- -- -- -- Class B -- -- -- -- Frank G. Muller Class A 178 (9) 500 678 -- Class B -- -- -- -- Edward W. Ryan Class A 378 (9) -- 378 -- Class B -- -- -- -- All executive Class A 738,418 146,753 912,671 (7)(10) 12.65% officers and Class B 431,789 73,000 504,789 (4) 28.59% directors as a group (36 persons) (1) The shares included in note 6 were deemed to be outstanding as of January 15, 1994 for purposes of calculating the percentage owned at such date pursuant to Rule 13d-3 under the Exchange Act. (2) Less than 0.1% except as otherwise indicated. (3) Frank E. Taplin, Jr., his sister Clara Taplin Rankin, and his brother Thomas E. Taplin are co-settlors of a trust holding an aggregate of 42,000 shares of Class A Common and 21,000 shares of Class B Common, in which each retains a reversionary interest with respect to 14,000 of
- 29 - 31 such shares of Class A Common and 7,000 of such shares of Class B Common. The Class B Common held by the foregoing trust is subject to the Stockholders' Agreement described in note (4). (4) A Schedule 13D filed with the SEC with respect to Class B Common on March 24, 1990, and amended on April 11, 1990 by Amendment No. 1, on March 18, 1991 by Amendment No. 2, on March 23, 1992 by Amendment No. 3 and on March 10, 1993 by Amendment No. 4, and amended and restated on March 30, 1994 by Amendment No. 5 (the "Schedule 13D"), reported that the following individuals and entities, together in certain cases with related revocable trusts and custodianships: Clara Taplin Rankin, Alfred M. Rankin, Jr., Victoire G. Rankin, Helen P. Rankin, Clara T. Rankin, Thomas T. Rankin, Matthew M. Rankin, Claiborne R. Rankin, Chloe O. Rankin, Roger F. Rankin, Bruce T. Rankin, Frank E. Taplin, Jr., Margaret E. Taplin, Martha S. Kelly, Susan S. Panella, Jennifer T. Jerome, Caroline T. Ruschell, David F. Taplin, Thomas E. Taplin, Beatrice B. Taplin, Thomas E. Taplin, Jr., Theodore D. Taplin, Britton T. Taplin, Frank F. Taplin, and National City Bank, as trustee of certain irrevocable trusts for the benefit of certain individuals named above, their family members and others (collectively, together with such individuals, revocable trusts and custodianships, the "Signatories"), are parties with NACCO and Society National Bank (successor by merger to Ameritrust Company National Association), as depository, to a Stockholders' Agreement, dated as of March 15, 1990, as amended, covering the shares of Class B Common beneficially owned by each of the Signatories (the "Stockholders' Agreement"). The Stockholders' Agreement requires that each Signatory, prior to any conversion of such Signatory's shares of Class B Common into Class A Common or prior to any sale or transfer of Class B Common to any permitted transferee (under the terms of the Class B Common) who has not become a Signatory, to offer such shares to all of the other Signatories on a pro rata basis. A Signatory may sell or transfer all shares not purchased under the right of first refusal as long as they first are converted into Class A Common prior to their sale or transfer. Accordingly, the Signatories may be deemed to have acquired beneficial ownership of all of the Class B Common subject to the Stockholders' Agreement, an aggregate of 1,542,757 shares, as a "group" as defined under the Exchange Act. The shares subject to the Stockholders' Agreement constitute 87.38% of the Class B Common outstanding on January 15, 1994, or 62.03% of the combined voting power of all Class A Common and Class B Common outstanding on such date. Certain Signatories own Class A Common, which is not subject to the Stockholders' Agreement. Under the Stockholders' Agreement, NACCO may, but is not obligated to, buy any of the shares of Class B Common not purchased by the Signatories following the trigger of the right of first refusal. The Stockholders' Agreement does not restrict in any respect how a Signatory may vote such Signatory's shares of Class B Common. The Class B Common shown in the foregoing table as beneficially owned by named persons who are Signatories is subject to the Stockholders' Agreement. (5) While Mr. Jones, a director of the Company, is a Trustee of Fidelity Funds, he has not exercised and does not presently intend to exercise - 30 - 32 any voting or investment power over any of the 951,829 shares of Class A Common in which a Schedule 13G filed with the SEC for NACCO on February 14, 1992 and amended on February 16, 1993 by Amendment No. 1 and amended and restated on February 14, 1994 by Amendment No. 2 reported that FMR Corp. and certain related parties, including Fidelity Funds, have a beneficial ownership interest. (6) Represents shares in a certain trust of which Mr. Rankin, Jr. became a trustee on February 9, 1994, and a certain trust of which he became a trustee on March 10, 1994, succeeding his father, Alfred M. Rankin, who died on January 23, 1994. (7) Includes the following shares which such persons have, or had, within 60 days after January 15, 1994, the right to acquire upon the exercise of stock options: Mr. Smith, 2,500 shares of Class A Common; Mr. Rankin, Jr., 25,000 shares of Class A Common, and all executive officers and directors of the company as a group, 27,500 shares of Class A Common. (8) Includes 16,261 shares of Class A Common and 4,688 shares of Class B Common owned by members of Mr. Rankin's immediate family for which Mr. Rankin serves as custodian, as to which Mr. Rankin disclaims beneficial ownership. (9) Includes 178 shares of Class A Common owned on behalf of Messrs. Eklund, Muller and Ryan by the Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan, as to which the individuals exercise voting power. (10) Includes 20 shares of Class A Common owned by a member of the immediate family of an executive officer as to which such executive officer disclaims beneficial ownership. Frank E. Taplin, Jr. and Thomas E. Taplin (who was, as of December 31, 1993, the beneficial owner of an aggregate of 584,114 shares of Class A Common and, as of January 15, 1994, 317,000 shares of Class B Common) are brothers, and Clara Taplin Rankin (who was, as of December 31, 1993, the beneficial owner of an aggregate of 640,741 shares of Class A Common and, as of January 15, 1994, 335,568 shares of Class B Common) is their sister. Britton T. Taplin is the son of Thomas E. Taplin and the nephew of Frank E. Taplin, Jr. and Clara Taplin Rankin. David F. Taplin is the son of Frank E. Taplin, Jr. and the nephew of Thomas E. Taplin and Clara Taplin Rankin. Clara Taplin Rankin is the mother of Alfred M. Rankin, Jr. and Claiborne R. Rankin. The combined beneficial ownership of such persons equals 2,106,385 shares or 29.19% of Class A Common and 1,156,857 shares or 65.52% of Class B Common outstanding on January 15, 1994. The combined beneficial ownership of all directors of the Company, together with Clara Taplin Rankin, Thomas E. Taplin and all of the executive officers of the Company whose beneficial ownership of Class A Common and Class B Common (including shares which would be held by such directors if they exercised certain stock options) must be disclosed in the foregoing table in accordance with Rule 13d-3 under the Exchange Act, equals 2,136,776 shares or 29.61% of Class A Common and 1,157,357 shares or 65.55% of Class B Common outstanding on January 15, 1994 (including shares which would be outstanding if certain stock options were exercised by such - 31 - 33 directors). Such shares of Class A Common and Class B Common represent 55.12% of the combined voting power of all Class A Common and Class B Common outstanding on such date (including those shares which would be outstanding if the stock options referred to above were exercised). ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS As a result of its ownership of in excess of 97% of the Company's stock, NACCO controls the Company and has the power to elect the Company's entire Board of Directors and to make certain strategic decisions concerning the Company (including decisions relating to mergers, consolidations or the sale of all or substantially all of the assets of the Company) without the approval of other stockholders. However, the Company has operated and conducted its day-to-day business autonomously. TAX AGREEMENT So long as the Company continues to meet the definition of an included corporation for Federal income tax purposes, as that definition may change from time to time, NACCO intends to include the Company in the consolidated Federal income tax returns of NACCO. NACCO and the Company are parties to an income tax share agreement providing for the allocation of Federal income tax liabilities. Under the agreement, the Company will be compensated by NACCO for certain of its tax attributes (e.g., any available tax credits), while all Federal income tax deficiencies and refunds relating to the Company for prior and future years are charged or credited to the Company as they are finally determined. Under this arrangement, the Company will pay to NACCO an amount equal to the taxes that would be payable by the Company if it were a corporation filing a separate return. A similar arrangement currently exists between NACCO and NMHG and between NACCO and each of its other subsidiaries. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE AND OTHER NACCO SERVICES NACCO provides directors' and officers' liability insurance to the Company's directors and officers, with the Company reimbursing NACCO for a portion of such costs. The Company may also make use and be charged for the use of NACCO's corporate airplane. NACCO is also expected to provide certain legal, accounting and insurance services to the Company for which it will be reimbursed. OTHER Mr. Yoshinori Ohno is President of S-Y. S-Y manufactures semi-complete or complete industrial lift trucks which are purchased by NMHG, Yale Europe and Jungheinrich. S-Y also markets in Japan industrial truck products it manufactures and which it imports from NMHG. For a discussion of inter-affiliate transactions involving S-Y see Note F, Investments, on pages F-13 and F- 14. - 32 - 34 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) and (2) The response to Item 14(a)(1) and (2) is set forth beginning at page F-1 of this Annual Report on Form 10-K. (a)(3) Listing of Exhibits - See the exhibit index beginning at page X-1 of this Annual Report on Form 10-K. (b) The Company has not filed any Current Reports on Form 8-K during the fourth quarter of 1993. (c) The response to Item 14(c) is set forth beginning at page X-1 of this Annual Report on Form 10-K. (d) Financial Statement Schedules - The response to Item 14(d) is set forth beginning at page F-31 of this annual Report on Form 10-K. SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. Neither an annual report nor a proxy statement covering the Company's last fiscal year has been circulated or is going to be circulated to security holders. - 33 - 35 SIGNATURES Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Hyster-Yale Materials Handling, Inc. By: REGINALD R. EKLUND ------------------------------------- Reginald R. Eklund President and Chief Executive Officer Date: March 21, 1994 - 34 - 36 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Reginald R. Eklund President and Chief Executive March 21, 1994 ------------------------ Officer (Principal Executive Reginald R. Eklund Officer), Director G. Michael Decker Vice President, Finance March ___, 1994 ------------------------ and Chief Financial Officer G. Michael Decker (Principal Financial Officer) Roger A. Jensen Controller (Principal March 30, 1994 ------------------------ Accounting Officer) Roger A. Jensen * Owsley Brown II Director March 29, 1994 ------------------------ Owsley Brown II * John J. Dwyer Director March 29, 1994 ------------------------ John J. Dwyer * Robert M. Gates Director March 29, 1994 ------------------------ Robert M. Gates * E. Bradley Jones Director March 29, 1994 ------------------------ E. Bradley Jones * Dennis W. LaBarre Director March 29, 1994 ------------------------ Dennis W. LaBarre * Yoshinori Ohno Director March 29, 1994 ------------------------ Yoshinori Ohno * Alfred M. Rankin, Jr. Director March 29, 1994 ------------------------ Alfred M. Rankin, Jr. * Claiborne R. Rankin Director March 29, 1994 ------------------------ Claiborne R. Rankin * John C. Sawhill Director March 29, 1994 ------------------------ John C. Sawhill * Ward Smith Director March 29, 1994 ------------------------ Ward Smith * Britton T. Taplin Director March 29, 1994 ------------------------ Britton T. Taplin Director March , 1994 ------------------------ --- David F. Taplin
- 35 - 37 * Frank E. Taplin, Jr. Director March 29, 1994 ------------------------ Frank E. Taplin, Jr. * Richard B. Tullis Director March 29, 1994 ------------------------ Richard B. Tullis *Bergen I. Bull, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above named and designated officers and directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission.
Bergen I. Bull March 29, 1994 -------------------------------- Bergen I. Bull, Attorney-in-Fact - 36 - 38 ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 14 (A) (1) AND (2), AND ITEM 14 (D) FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES YEAR ENDED DECEMBER 31, 1993 HYSTER-YALE MATERIALS HANDLING, INC. PORTLAND, OREGON F-1 39 FORM 10-K ITEM 14 (A) (1) AND (2) HYSTER-YALE MATERIALS HANDLING, INC. LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES The following consolidated financial statements of Hyster-Yale Materials Handling, Inc. and subsidiaries are included in Item 8: Report of Independent Accountants for years ended December 31, 1993, 1992 and 1991 Consolidated balance sheets--December 31, 1993 and December 31, 1992 Consolidated statements of income--Years ended December 31, 1993, 1992 and 1991 Consolidated statements of cash flows--Years ended December 31, 1993, 1992 and 1991 Consolidated statements of stockholders' equity--Years ended December 31, 1993, 1992 and 1991 Notes to consolidated financial statements--December 31, 1993 The following consolidated financial statement schedules of Hyster-Yale Materials Handling, Inc. and subsidiaries are included in Item 14 (d): Schedule V -- Property, plant and equipment Schedule VI -- Accumulated depreciation and amortization of property, plant and equipment Schedule VIII -- Valuation and qualifying accounts (accounts not required or not material have been omitted) Schedule IX -- Short-term borrowings Schedule X -- Supplementary income statement information All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. F-2 40 Report of Independent Public Accountants To the Board of Directors and Stockholders of Hyster-Yale Materials Handling, Inc.: We have audited the accompanying consolidated balance sheets of Hyster-Yale Materials Handling, Inc. (an indirect, majority-owned subsidiary of NACCO Industries, Inc.) and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1993. These consolidated financial statements and the schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all materials respects, the financial position of Hyster-Yale Materials Handling, Inc. and subsidiaries as of December 31, 1993 and 1992, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As discussed in Note A to the consolidated financial statements, the Company has given retroactive effect to the change in its method of accounting for income taxes. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedules listed in the list of financial statements and financial statement schedules are presented for purposes of complying with the Securities and Exchange commission's rules and are not a required part of the basic consolidated financial statements. These schedules have been subjected to the auditing procedures applied in our audit of the basic consolidated financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole. Portland, Oregon February 4, 1994 Arthur Andersen & Co. F-3 41 CONSOLIDATED BALANCE SHEETS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
December 31 -------------------------- (Restated) 1993 1992 -------- -------- (in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 20,255 $ 7,865 Accounts receivable, net 104,959 97,157 Inventories 151,216 167,269 Prepaid expenses and other 7,547 5,376 Assets held for sale 11,991 11,811 Deferred income taxes 6,639 1,099 -------- -------- 302,607 290,577 -------- -------- OTHER ASSETS 9,969 14,594 PROPERTY, PLANT AND EQUIPMENT, NET 121,732 128,127 DEFERRED CHARGES: Goodwill, net 383,927 394,799 Deferred financing costs 7,285 9,534 Other 7,515 8,779 -------- -------- 398,727 413,112 -------- -------- TOTAL ASSETS $833,035 $846,410 ======== ========
See notes to consolidated financial statements. F-4 42 CONSOLIDATED BALANCE SHEETS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
December 31, --------------------------- (Restated) 1993 1992 ---------- -------- (In thousands) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 97,753 $ 71,578 Short-term obligations 7,853 6,121 Current maturities of long-term obligations 28,388 7,968 Accrued expenses 66,664 73,284 Accrued income taxes 22,266 21,846 Deferred income taxes 2,383 6,531 -------- -------- 225,307 187,328 -------- -------- LONG-TERM OBLIGATIONS, NET OF CURRENT MATURITIES: Notes payable 140,591 192,489 Senior subordinated debentures 149,752 200,000 -------- -------- 290,343 392,489 -------- -------- OTHER LIABILITIES: Self insurance reserves 33,098 30,377 Deferred income taxes 14,180 8,189 Other 12,981 12,636 -------- -------- 60,259 51,202 -------- -------- STOCKHOLDERS' EQUITY: Common stock, par value $1 per share, authorized 10,000 shares; outstanding - 5,599 shares 6 6 Capital in excess of par value 178,192 124,390 Retained income 82,875 91,287 Foreign currency translation adjustment 2,503 4,695 Other (6,450) (4,987) -------- -------- 257,126 215,391 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $833,035 $846,410 ======== ========
See notes to consolidated financial statements. F-5 43 CONSOLIDATED STATEMENTS OF INCOME HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
Year Ended December 31, ------------------------------------------ (Restated) (Restated) 1993 1992 1991 -------- -------- -------- (in thousands) NET SALES $908,176 $865,889 $790,618 COST OF SALES 724,114 673,898 611,951 -------- ------- -------- Gross Profit 184,062 191,991 178,667 SELLING, ADMINISTRATIVE AND GENERAL EXPENSES 133,657 136,851 126,292 GOODWILL AMORTIZATION 10,844 10,844 10,844 -------- ------- -------- 144,501 147,695 137,136 -------- ------- -------- Operating Profit 39,561 44,296 41,531 OTHER INCOME (EXPENSE): Interest income 815 1,480 4,754 Interest expense (40,411) (44,201) (49,498) Gain(loss) on sale of assets 2,456 (79) 18 Other, net (4,113) 2,975 (563) -------- ------- -------- (41,253) (39,825) (45,289) -------- ------- -------- Income (Loss) Before Income Taxes and (1,692) 4,471 (3,758) Extraordinary Charge PROVISION (BENEFIT) FOR INCOME TAXES 3,428 3,160 (4,830) -------- ------- -------- INCOME(LOSS) BEFORE EXTRAORDINARY CHARGE (5,120) 1,311 1,072 EXTRAORDINARY CHARGE, NET OF TAX (3,292) - - -------- ------- -------- NET INCOME(LOSS) ($ 8,412) $ 1,311 $ 1,072 ======== ======= ========
See notes to consolidated financial statements. F-6 44 CONSOLIDATED STATEMENTS OF CASH FLOWS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
Year Ended December 31, ------------------------------ (Restated) (Restated) 1993 1992 1991 --------- -------- --------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income(loss) ($8,412) $1,311 $1,072 Adjustments to reconcile net income(loss) to net cash provided by (used for) operating activities: Extraordinary charge, net of tax 2,007 - - Depreciation and amortization 31,721 32,177 32,463 Deferred income taxes (1,335) 423 (3,975) Currency exchange (gains)losses 103 (5,691) (1,517) Other 2,846 (5,042) 2,844 Changes in operating assets and liabilities: Accounts receivable (11,777) (12,278) 28,576 Inventories 14,203 (12,335) 6,475 Prepaid expenses and other (2,261) 1,507 17,166 Accounts payable and accrued expenses 6,319 (7,519) (3,606) Accrued income taxes 730 (18,352) (14,057) --------- -------- --------- Net cash provided by (used for) operating activities 34,144 (25,799) 65,441 --------- -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for property, plant and equipment (20,208) (24,252) (17,207) Proceeds from sale of assets 3,989 22,294 1,458 Other 1,787 108 (1,758) --------- -------- --------- Net cash provided by (used for) investing activities (14,432) (1,850) (17,507) --------- -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Additions to long-term obligations 1,297 258 12,059 Reduction of long-term obligations (32,288) (25,574) (58,305) Revolving credit facility, net (25,500) 25,500 (42,000) Working capital financing 16,172 - - Capital contribution 28,273 - - Short-term obligations, net 3,153 6,178 (7,168) Capital grants and other 2,657 2,020 1,848 --------- -------- --------- Net cash provided by (used for) financing activities (6,236) 8,382 (93,566) --------- -------- --------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,086) (2,664) (9,807) --------- -------- --------- CASH AND CASH EQUIVALENTS: Increase(decrease) for the year 12,390 (21,931) (55,439) Balance at the beginning of the year 7,865 29,796 85,235 --------- -------- --------- Balance at the end of the year $20,255 $7,865 $29,796 ========= ======== ========= See notes to consolidated financial statements.
F-7 45 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
Year Ended December 31, ------------------------------- (Restated) (Restated) 1993 1992 1991 --------- --------- --------- (In thousands) COMMON STOCK $6 $6 $6 ---------- ---------- ---------- CAPITAL IN EXCESS OF PAR VALUE Beginning balance 124,390 124,390 124,390 Capital contribution 53,802 - - ---------- ---------- ---------- 178,192 124,390 124,390 ---------- ---------- ---------- RETAINED INCOME: Beginning balance 91,287 89,976 88,904 Net income(loss) (8,412) 1,311 1,072 ---------- ---------- ---------- 82,875 91,287 89,976 ---------- ---------- ---------- FOREIGN CURRENCY TRANSLATION ADJUSTMENT: Beginning balance 4,695 24,879 43,140 Foreign currency translation adjustment: including an aggregate hedging transaction gain (loss) on net foreign investments for the period of $31 in 1993, $16 in 1992, and $(9,458) in 1991. (2,192) (20,184) (18,261) ---------- ---------- ---------- 2,503 4,695 24,879 ---------- ---------- ---------- OTHER EQUITY TRANSACTIONS: Treasury Stock (4,987) (4,987) (4,987) Pension Liability Adjustment (1,463) - - ---------- ---------- ---------- (6,450) (4,987) (4,987) ---------- ---------- ---------- TOTAL STOCKHOLDERS' EQUITY $257,126 $215,391 $234,264 ========== ========== ========== See notes to consolidated financial statements.
F-8 46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE A--ACCOUNTING POLICIES BASIS OF PRESENTATION: The accompanying consolidated financial statements of Hyster-Yale Materials Handling, Inc. and subsidiaries (the Company) include the accounts of Hyster-Yale Materials Handling, Inc. (Hyster-Yale), a 97% owned subsidiary of NACCO Industries, Inc. (NACCO), and its wholly-owned subsidiaries Hyster Company (Hyster) and Yale Materials Handling Corporation (Yale). Effective January 1, 1994 Yale was merged into Hyster with the resulting company renamed NACCO Materials Handling Group, Inc. which continues to be a wholly-owned subsidiary of Hyster-Yale. Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) #109, "Accounting for Income Taxes." The Company elected to retroactively apply its provisions to January 1, 1989 and has restated the accompanying comparative consolidated financial statements (see Note J). PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of Hyster-Yale and its majority-owned domestic and international subsidiaries except for a Brazilian subsidiary. Income from Companhia Hyster, the Brazilian subsidiary, will be recognized when cash is received in the form of a dividend. Investments in Sumitomo-Yale Company, Ltd. (S-Y), a 50% owned joint venture and Yale Financial Services, Inc. (YFS, Inc.), a 20% owned joint venture are accounted for by the equity method. All significant intercompany accounts and transactions among the consolidated companies are eliminated in consolidation. CASH AND CASH EQUIVALENTS: The Company considers cash equivalents to be investments purchased with a maturity of three months or less. INVENTORIES: Inventories are stated at the lower of cost or market. Cost has been determined under the last-in, first-out (LIFO) method for domestic inventories and under the first-in, first-out (FIFO) method with respect to all other inventories. Costs for inventory valuation include labor, material and manufacturing overhead. PROPERTY, PLANT AND EQUIPMENT: Depreciation of plant and equipment is computed using the straight-line method over the estimated useful service lives for purposes of financial reporting. For tax purposes, an accelerated method is generally used. Maintenance and repairs are expensed as incurred. F-9 47 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE A--ACCOUNTING POLICIES--CONTINUED GOODWILL Goodwill, which represents the excess purchase price paid over the fair value of the net assets acquired in the acquisition of Hyster Company, is amortized on a straight-line basis over 40 years. Amortization was $10.8 million in each of 1993, 1992, and 1991 respectively after restatement for SFAS 109 (see Note J). Accumulated amortization was $49.6 million and $38.7 million at December 31, 1993 and 1992. Management regularly evaluates its accounting for goodwill considering such factors as historical and future profitability and believes that the asset is realizable and the amortization period is still appropriate. DEFERRED FINANCING COSTS: Deferred financing costs from the acquisition of Hyster Company are being amortized over the term of the related indebtedness. Amortization of deferred financing costs was $1.9 million in 1993 and $2.1 million in 1992 and 1991. In addition, $1.4 million of deferred financing costs were written-off in conjunction with the extraordinary charge (see Note B). PRODUCT DEVELOPMENT COSTS: Expenditures associated with the development of new products and changes to existing products are expensed as incurred. These costs amounted to $20.7, $21.9 and $19.2 million in 1993, 1992 and 1991, respectively. FOREIGN CURRENCY: The financial statements of the Company's foreign operations are translated into United States dollars at year-end exchange rates as to assets and liabilities and at weighted average exchange rates as to revenues and expenses. Gains and losses that do not impact cash flows are excluded from net income. Effects of changes in exchange rates on foreign financial statements is designated as "foreign currency translation adjustment" and included as a separate component of stockholders' equity. The Company enters into forward foreign exchange contracts to hedge certain foreign currency denominated receivables and payables, certain foreign currency commitments and certain net investments in foreign subsidiaries. Gains and losses on hedges of foreign currency denominated receivables and payables are reported currently in income. Gains and losses with respect to firm commitments are deferred and are recognized as part of the cost of the underlying transaction. Gains or losses on hedges of net investments in foreign subsidiaries are included in the foreign currency translation adjustment. INTEREST RATE SWAP AGREEMENTS: The differential between the floating interest rate and the fixed interest rate which is to be paid or received is accrued as interest rates change and is recognized over the life of the agreement. F-10 48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE A--ACCOUNTING POLICIES--CONTINUED FINANCIAL INSTRUMENTS: Fair value of financial instruments, except for the senior subordinated debentures and interest rate swaps, approximated their carrying values at December 31, 1993. Fair values are determined from quoted market sources and through management estimates. RECLASSIFICATION: Operating profit in prior periods' consolidated financial statements has been restated to reflect the reclassification of goodwill amortization as a component of operating expenses. Certain other amounts in the prior periods consolidated financial statements have been reclassified to conform to the current period's presentation. NOTE B--EXTRAORDINARY CHARGE An extraordinary charge of $3.3 million, net of $2.0 million in related tax benefits, was recognized for the write-off of premiums and unamortized debt issuance costs associated with the retirement of approximately $50.2 million face value of the Company's 12 3/8% subordinated debentures. The retirement of these subordinated debentures was done in connection with a capital contribution and a restructuring of other bank debt discussed below. In August 1993, NACCO and the two minority shareholders made a proportional capital contribution of $53.8 million in the form of previously purchased Hyster-Yale 12 3/8% subordinated debentures with a face value of $23.7 million and a purchase value by NACCO of $25.5 million and a cash contribution of $28.3 million. As part of this transaction, the Company amended its existing senior bank credit agreement. This amendment permits equity infusions to be used for cash purchases of subordinated debentures and, after August 1994, permits use of internally generated funds to retire additional subordinated debentures. In addition, the amendment modifies the bank loan amortization schedule and provides for favorable performance based interest rate incentives. See Note I for additional discussion of the amended senior credit agreement. F-11 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE C--SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows:
Year Ended December 31, -------------------------------- 1993 1992 1991 ---- ---- ---- (In thousands) Interest Paid $40,628 $46,645 $51,261 Income Taxes Paid 13,279 26,150 23,858 Income Tax Refunds Received 8,238 3,032 25,554 Noncash activities: Capital contribution of subordinated debentures $25,529 - - Accounts receivable from sale of assets - - $13,400
NOTE D--ACCOUNTS RECEIVABLE Allowances for doubtful accounts of $4.9 and $4.3 million at December 31, 1993 and 1992, respectively, were deducted from accounts receivable. NOTE E--INVENTORIES Inventories are summarized as follows:
December 31, ------------ 1993 1992 ---- ---- (In thousands) Finished Goods and Service Parts $81,549 $ 88,645 Raw Materials and Work in Process 80,304 90,218 LIFO Reserve (10,637) (11,594) -------- -------- TOTAL $151,216 $167,269 ======== ========
The cost of inventories has been determined by the last-in first-out (LIFO) method for 61% of such inventories as of December 31, 1993 and 1992, respectively. F-12 50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE F--INVESTMENTS The Company owns a 50% interest in S-Y. S-Y operates a facility in Japan from which the Company purchases certain components and internal combustion engine and electric forklift trucks. Following is a summary of unaudited condensed financial information on a separate company basis (before elimination of intercompany profits) pertaining to S-Y. Condensed Balance Sheets
November 30, ------------ 1993 1992 ---- ---- (In thousands and unaudited) Assets: Current Assets $82,384 $ 58,942 Other Assets 46,762 41,306 -------- -------- $129,146 $100,248 ======= ======= Liabilities and Stockholders' Equity: Notes Payable $35,213 $ 26,560 Other Current Liabilities 57,395 49,441 -------- ------- Total Current Liabilities 92,608 76,001 Other Liabilities 28,383 10,239 Stockholders' Equity 8,155 14,008 ------- -------- $129,146 $100,248 ======= =======
Condensed Statements of Income Year Ended November 30, ----------------------- 1993 1992 1991 ---- ---- ---- (In thousands and unaudited) Net Sales $159,875 $164,977 $144,755 Gross Profit 32,323 34,526 30,297 Net Loss (7,757) (634) (807)
F-13 51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE F--INVESTMENTS--CONTINUED The Company's purchases from S-Y for 1993, 1992 and 1991 were $64.9, $47.8 and $35.0 million, respectively. Trade terms on certain payables to S-Y were extended in 1993 from 60 days to 180 days. The Company pays interest (at a market rate) on all amounts owing after 60 days. Payables to S-Y with terms greater than 60 days are shown as working capital financing in the consolidated statement of cash flows. The Company's accounts receivable and accounts payable balances with S-Y were as follows:
December 31, ------------ 1993 1992 ---- ---- (In thousands) Accounts Receivable $ 114 $ 41 Accounts Payable 22,900 10,844
The Company generated commission income on certain S-Y sales. Commission income was $1.4, $2.2 and $2.3 million in 1993, 1992 and 1991, respectively. The Company also reimbursed S-Y $0.5 million for engineering assistance during 1993. NOTE G--PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment includes the following:
December 31, ------------ 1993 1992 ---- ---- (In thousands) Land $5,401 $ 6,102 Buildings 49,670 52,307 Machinery, Tools and Equipment 135,851 128,079 ------- ------- 190,922 186,488 Less: Accumulated Depreciation (69,190) ( 58,361) -------- --------- TOTAL $121,732 $128,127 ======== =======
Depreciation charged to income was $18.8, $19.0 and $19.1 million in 1993, 1992 and 1991, respectively. F-14 52 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE H--ACCRUED EXPENSES The components of accrued expenses are summarized as follows:
December 31, ------------ 1993 1992 ---- ---- (In thousands) Wages, Commissions and Bonuses $8,729 $ 9,577 Interest 10,680 12,822 Warranty 8,847 8,750 Self insurance 8,994 10,478 Sales discounts 7,851 7,297 Other 21,563 24,360 ------ ------ $66,664 $ 73,284 ======= ======
NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS The Company has entered into a Credit Agreement with a group of banks to provide financing for a portion of the acquisition of Hyster and working capital needs of Hyster-Yale. The Credit Agreement is secured by all domestic assets and the pledge of stock of certain subsidiaries. The Credit Agreement provides for a term note in an aggregate principal amount of $375.0 million and a long-term revolving credit facility which permits advances and secured letters of credit to the Company from time to time up to an aggregate principal amount of $100.0 million through expiration in 1997. There were no borrowings outstanding under the revolving credit facility at December 31, 1993. Borrowings under the revolving credit facility, which were classified as long-term, were $25.5 million at December 31, 1992. The commitment fee on the unused portion of the revolving credit facility is currently at 0.5% per annum. F-15 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS--CONTINUED Under an amendment to the Credit Agreement negotiated in July 1993, the term note now requires quarterly payments expiring May 31, 1997. The term note and the revolving credit facility bear interest at an effective lender's prime rate plus .75% or LIBOR plus 1.875% subject to reductions as discussed below. The average effective interest rates on the term note and the revolving credit facility were 6.45% and 7.85% in 1993 and 1992, respectively. The amendment provides for favorable performance based interest rate incentives based on achievement of varying debt to capitalization rates and/or earnings measures. In addition, the amendment permits the use of internally generated funds to repurchase additional subordinated debentures up to $75.0 million based on achieving certain debt to capitalization ratios. The Company is currently eligible to repurchase up to $25.0 million on or after August 1, 1994. The Company has entered into unsecured interest rate swap agreements. At December 31, 1993 and 1992, the Company had outstanding interest rate swap agreements with commercial banks, having total notional principal amounts of $125.0 and $45.0 million, respectively. The interest rate swap agreements mature at varying lengths from six-months to two years and effectively change the Company's floating interest rat e exposure on $125.0 million of the term note to an average fixed rate of 6.65%. These agreements are with major commercial banks and the exposure to credit loss in the event of nonperformance by the banks is minimal. The Company evaluates its exposure to floating rate debt on an ongoing basis. The Credit Agreement contains covenants related to minimum net worth, working capital, debt to equity, and interest and fixed charge coverage ratios. In addition, the Credit Agreement limits capital spending, investments, sales of certain assets and dividends. As of December 31, 1993, the Company was in compliance with all the covenants in the Credit Agreement. Notes payable consist of the following:
December 31, ------------ 1993 1992 ---- ---- (In Thousands) Credit Agreement - term note $139,279 $164,341 Credit Agreement - revolving credit facility - 25,500 Various notes with interest rates ranging from 6.6% to 10.5% payable 1994 to 1999. 1,312 2,648 ------- ------- $140,591 $192,489 ======== =======
F-16 54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS--CONTINUED The senior subordinated debentures in the amount of $149.8 million are payable in 1999 and bear interest at 12.375%. There is a mandatory sinking fund payment on August 1, 1998 of $100.0 million. As of August 1, 1993, the debentures were redeemable at a price of 107.5. As of August 1, 1994, the debentures can be called at a price of 105. As discussed above, there are call restrictions in the Credit Agreement. At December 31, 1993, the market value of the 12.375% senior subordinated debentures was $161 million. The interest rate swap agreements have a negative market value of $1.1 million at December 31, 1993. Foreign subsidiaries had unused credit lines at December 31, 1993 of up to $15.5 million, to the extent that borrowings under these credit lines would not cause the subsidiaries to exceed any of various restrictive covenants. These credit lines are in various currencies and bear interest at rates that range from 6.5% to 8.25% at December 31, 1993. Short-term obligations consist of the following:
December 31, ------------ 1993 1992 ---- ---- (In thousands) Foreign subsidiary credit lines $6,454 $4,888 Other 1,399 1,233 ------ ------ $7,853 $6,121 ====== ======
Maturities on long-term obligations for the next five years are as follows:
Year Ended December 31, Amount ------------ ------ (In thousands) 1994 $28,388 1995 44,442 1996 45,234 1997 50,674 1998 100,241 Subsequent to 1998 49,752
A portion of the 1994 payments on the term note may be made utilizing the existing, long-term revolving credit facility. F-17 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE J--INCOME TAXES As discussed in Note A, "Accounting Policies", the Company has adopted SFAS 109 effective January 1, 1993 and has retroactively applied its provisions to January 1, 1989. Accordingly, net goodwill has been adjusted as of January 1, 1991 to reflect the cumulative impact of applying this Standard. No adjustment was required to retained earnings as of January 1, 1991 and there was no effect on net income in 1991 or 1992. The adjustment to goodwill, an increase of $25.1 million, represents the cumulative impact of SFAS 109 on purchase accounting for the acquisition of Hyster as of January 1, 1991. SFAS 109 requires, among other things, the measurement of deferred tax assets and liabilities based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. Deferred income tax expense or benefit is based on the changes in the assets or liabilities from period to period. The prior method of accounting for income taxes measured deferred income tax expense or benefit based on timing differences between the recording of income and expenses for financial reporting purposes and for purposes of filing federal income tax returns at income tax rates in effect when the difference arose. This Note contains disclosures relative to income taxes for the periods presented in the accompanying consolidated financial statements calculated under the provisions of SFAS 109 with prior periods restated as appropriate. The Company is included in the consolidated federal income tax return of NACCO. The Company and NACCO are parties to an income tax sharing agreement providing for the allocation of federal income tax liabilities. Under this arrangement, the Company will pay to NACCO an amount equal to the income taxes that would be payable by the Company if it were a corporation filing a separate return. Therefore, the currently payable federal portion of the provision for income taxes is payable to NACCO. The Company files separate state income tax returns. Components of income (loss) before income taxes and extraordinary charge are as follows:
Year Ended December 31, ------------------------- 1993 1992 1991 ---- ---- ---- (In thousands) Domestic $(6,101) $(29,384) $(54,878) International 4,409 33,855 51,120 -------- --------- --------- $(1,692) $ 4,471 $ (3,758) ======== ========= =========
F-18 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE J--INCOME TAXES--CONTINUED Domestic income (loss) before income taxes includes expenses related to interest on acquisition indebtedness, goodwill and deferred financing fee amortization of approximately $47.6, $51.7 and $60.1 million in 1993, 1992 and 1991, respectively. Income taxes consist of the following:
Year Ended December 31, ----------------------- 1993 1992 1991 ---- ---- ---- (In thousands) Currently Payable (Refundable): Federal $8,896 $( 4,520) $(13,572) State 1,187 204 ( 408) Foreign 3,342 5,831 8,349 ----- ----- ----- 13,425 1,515 ( 5,631) ------ ------- ------- Deferred: Federal (4,446) 796 (129) State (1,166) (204) (33) Foreign (4,385) 1,053 963 ------ ----- --- (9,997) 1,645 801 ------ ------ ---- $3,428 $ 3,160 $( 4,830) ====== ====== =======
The Company has provided for estimated United States and foreign income taxes, less available tax credits and deductions, which would be incurred on the remittance of undistributed earnings in its foreign subsidiaries in excess of earnings deemed to be indefinitely reinvested. It is management's intent to provide income taxes on all future accumulations of undistributed earnings for those foreign subsidiaries where it is anticipated that distribution of earnings is likely to occur. Accumulated earnings at December 31, 1993 of international subsidiaries which have been indefinitely reinvested totaled $45.2 million. Determination of the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable. The amount of withholding taxes that would be payable upon remittance of all undistributed foreign earnings would be $3.9 million. These withholding taxes, subject to certain limitations, may be used to reduce U.S. income taxes. F-19 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE J--INCOME TAXES--CONTINUED A reconciliation of the provisions for income taxes at the federal statutory income tax rate to income taxes as reported is as follows:
Year Ended December 31, ----------------------- 1993 1992 1991 ---- ---- ---- (In thousands) Statutory rate 35% 34% 34% Tax at statutory rate $(592) $ 1,520 $( 1,278) Effect of: Foreign earnings subject to varying tax rates (215) (3,855) (3,735) Amortization of excess purchase price 3,795 3,688 3,688 State income taxes 84 409 218 Loss (earnings) recorded net of tax 1,054 ( 131) ( 409) Adjustment of estimated income tax liabilities for prior years - - (2,783) Change in tax rate 232 - - Other differences (930) 1,529 ( 531) ----- ------- ------- Tax Provision (Benefit) $3,428 $ 3,160 $(4,830) ===== ===== =======
F-20 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE J--INCOME TAXES--CONTINUED A summary of the components of the net deferred tax balance in the Company's consolidated balance sheets resulting from differences in the book and tax basis of assets and liabilities follows:
Deferred Tax Asset (Liability) at December 31, 1993 --------------------------------------------------- Current Non-Current ----------------------------------------------------- Domestic Foreign Domestic Foreign -------- ------- -------- ------- Inventories $(21,645) $714 - - Accrued expenses and reserves 8,656 218 $3,282 - Pension - - 386 $(2,305) Net operating loss carry forwards 1,076 6,121 - - Product liability 3,040 - 12,563 - Tax credit carry forwards 6,048 - - - Unrepatriated earnings - - (4,881) - Depreciation - - (15,706) (5,413) Other 442 (414) (2,051) (55) ----- ------ ----------- -------- $(2,383) $6,639 $(6,407) $(7,773) ======== ===== ======== ========
Deferred Tax Asset (Liability) at December 31, 1992 --------------------------------------------------- Current Non-Current ----------------------------------------------------- Domestic Foreign Domestic Foreign -------- ------- -------- ------- Inventories $(22,659) $190 - - Accrued expenses and reserves 10,421 405 $3,390 - Pension - - - $(2,271) Net operating loss carry forwards - - - - Product liability 3,610 - 11,544 - Tax credit carry forwards 1,601 - - - Unrepatriated earnings - - - - Depreciation - - (16,446) (5,291) Other 496 504 885 ----- ------ ------ ------- $(6,531) $1,099 $(627) $(7,562) ======== ====== ====== ========
During 1993 the Company and the IRS settled all outstanding issues on the federal income tax returns for the years 1981-1986. This final settlement did not result in a material adverse effect on the Company's financial position or results of operations. F-21 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE K--POSTRETIREMENT BENEFITS The Company maintains a variety of post retirement plans covering a majority of its employees. A portion of the employees are participants in the defined benefit plans discussed below. Most of the remaining covered employees participate in the profit sharing portion of the Company's defined contribution plan also described below. In addition, all eligible employees are included in the 401(k) portion of the defined contribution plan. Total post retirement expense for the Company was $7.0, $6.8 and $5.3 million for the years 1993, 1992 and 1991, respectively. Included in these amounts is the expense associated with government sponsored plans in which the Company's international subsidiaries participate. Each defined benefit plan has a formula which is used to determine benefits upon retirement. Most formulas take into account age, compensation, and success of the Company in meeting certain goals although certain hourly employee's formulas are based primarily on years of service. The Company's funding policy is to contribute annually the minimum contribution calculated by the independent actuaries. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. The components of periodic pension cost and actuarial assumptions for the Company's principal defined benefit plans for the years ended December 31, 1993, 1992 and 1991 are as follows:
Year Ended December 31, ----------------------- UNITED STATES PLANS 1993 1992 1991 - ------------------- ---- ---- ---- (In thousands) Interest accrued on projected benefit obligation $2,206 $ 2,001 $ 1,448 Service cost-benefits earned during the year 1,427 1,433 1,438 Actual return on plan assets, net of plan expense (2,083) (423) (1,973) Net amortization and deferral 1,056 (481) 999 ------ ------ ------- Net periodic pension cost $2,606 $2,530 $ 1,912 ====== ====== ======= Assumed discount rate 7.5% 8.25% 8.25% Rate of compensation increase (where applicable) 5.0% 5.75% 5.0% Expected long-term rate of return on plan assets 9.0% 9.0% 9.0%
F-22 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE K--POSTRETIREMENT BENEFITS--CONTINUED
UNITED KINGDOM PLANS Year Ended December 31, - -------------------- ----------------------- 1993 1992 1991 ---- ---- ---- (In thousands) Interest accrued on projected benefit obligation $2,138 $2,854 $1,651 Service cost-benefits earned during the year 1,403 1,794 1,241 Actual return on plan assets, net of plan expense (2,460) 2,808 (5,133) Net amortization and deferral (220) (6,111) 3,291 ----- ------ ------ Net periodic pension cost $861 $1,345 $1,050 ===== ====== ====== Assumed discount rate 8.0% 9.5% 9.5% Rate of compensation increase (where applicable) 5.0% 6.5% 7.0% Expected long-term rate of return on plan assets 8.0% 9.5% 9.5%
F-23 61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE K--POSTRETIREMENT BENEFITS--CONTINUED The following schedule reconciles the funded status of the Company's principal defined benefit plans with amounts reported in the consolidated balance sheets at December 31, 1993 and 1992:
Year Ended December 31, ----------------------- 1993 1992 ---- ---- United United United United States Kingdom States Kingdom Plans Plans Plans Plans ----- ----- ----- ------ (In thousands) Projected benefit obligation, based on employment service to date and current salary levels: Vested accumulated benefit obligation $24,340 $21,860 $17,825 $21,727 Nonvested accumulated benefit obligation 2,020 177 2,083 160 ------- ------- ------- ------- Total accumulated benefit obligation 26,360 22,037 19,908 21,887 Additional amounts related to projected salary increase 4,966 2,223 5,276 2,296 ------- ------- ------- ------- Total projected benefit obligation 31,326 24,260 25,184 24,183 Fair value of plan assets at December 31 20,994 28,811 15,626 25,699 ------- ------- ------- ------- Plan assets in excess of (less than) projected benefit obligation (10,332) 4,551 (9,558) 1,516 Unrecognized net loss from past experience different from that assumed 6,182 1,040 3,752 6,582 Unrecognized prior service cost 2,455 1,291 3,021 - Unrecognized net transition obligation - (614) - (826) Additional minimum liability (3,670) - (1,497) - ------- ------- ------- ------- Prepaid (accrued) pension cost recognized $(5,365) $ 6,268 $(4,282) $ 7,272 ======= ======= ======= =======
F-24 62 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE K--POSTRETIREMENT BENEFITS--CONTINUED The Company maintains a defined contribution retirement plan for U.S. employees which includes a profit sharing portion and a 401(k) portion. Contributions to the profit sharing plan are based on a formula which takes into account age, compensation, and success of the Company in meeting certain goals. Contributions vest over a five-year period. Under the 401(k) portion, eligible employees may contribute up to 17% of their compensation and the Company matches an amount equal to 66-2/3% of the participants initial 3% before tax contribution. Participants are at all times fully vested in their contributions and those made by the Company. NOTE L --OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS The Company and certain of its subsidiaries have health care and life insurance plans which provide benefits to eligible retired employees. Effective January 1, 1991, the Company adopted Statement of Financial Accounting Standards No. 106 (SFAS 106) "Accounting for Postretirement Benefits Other Than Pensions". The impact of the adoption was not material to the results of operations or financial condition of the Company. The Company continues to fund these benefits on a "pay as you go" basis, with the retirees paying a portion of the costs. Summary information on the Company's plans is as follows:
Year Ended December 31, ----------------------- 1993 1992 ---- ---- (In thousands) Accumulated postretirement benefit obligation: Retirees $ 5,783 $ 5,561 Fully eligible active plan participants 185 206 Other active plan participants 5,853 5,790 ------- ----- 11,821 11,557 Unrecognized net loss (3,404) ( 2,323) ------- ------- Accrued postretirement benefit $ 8,417 $ 9,234 ======= ========
F-25 63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE L--OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS--continued The components of net periodic postretirement benefit cost are as follows:
Year Ended December 31, ----------------------- 1993 1992 ---- ---- (In thousands) Service cost of benefits earned $ 186 $ 200 Interest cost on accumulated postretirement benefit obligation 975 976 Amortization of unrecognized loss 204 140 ------ ------ $1,365 $1,316 ====== ======
The assumed health care cost trend rate for measuring the postretirement benefit obligation was 11% in 1993 and 12% in 1992, gradually reducing to 6% in years 2001 and after. The weighted average discount rate utilized was 7.5% in 1993 and 8.25% in the 1992 valuation. If the assumed health care trend rate were increased by 1%, the effect on the APBO and expense would be immaterial. In November, 1992, Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits" (SFAS 112), was issued. The Company will be required to adopt this new method of accounting for benefits paid to former or inactive employees after employment but before retirement (postemployment benefits) no later than 1994. SFAS 112 requires, among other things, that the expected cost of these benefits be recognized when they are earned or become payable (accrual method) when certain conditions are met rather than the current method which recognizes these costs when they are paid (pay as you go). The Company does not expect this standard to materially impact its financial condition or results of operations. NOTE M--LONG-TERM INCENTIVE COMPENSATION PLAN The Company has a Long-Term Incentive Compensation Plan for officers and key management employees of the Company and its subsidiaries. Awards under this plan represent book value appreciation units and entitle the recipient, subject to vesting and other restrictions, to receive cash equal to the difference between the base period price for the units and the book value price as of the quarter date coincident or immediately preceding the date of disbursement. Awards vest and are payable ten years from date of grant or earlier under certain conditions. As of December 31, 1993, awards have been granted to 109 employees and officers. The amount charged (credited) to expense was $(0.2), $(1.0) and ($0.5) million in 1993, 1992 and 1991, respectively. The total amount accrued at December 31, 1993 and 1992 for these awards is $0.3 and $0.5 million, respectively, and is recorded as a long-term liability. F-26 64 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE N-COMMITMENTS Future minimum lease payments on office space, automobiles and office equipment as of December 31, 1993 are as follows:
Operating Leases ---------- (In thousands) 1994 $2,388 1995 2,233 1996 2,108 1997 1,972 1998 1,736 Subsequent to 1998 7,110 Total Future Minimum Lease Payments ------- $17,547 =======
Aggregate rental expense for operating leases included in the consolidated statements of income was $4.2, $3.4 and $4.1 million in 1993, 1992 and 1991, respectively. NOTE O--CONTINGENCIES The Company is subject to recourse or repurchase obligations under various financing arrangements for certain independently-owned retail dealerships. Also, certain dealer loans are guaranteed by the Company. Total amounts subject to recourse, guarantee or repurchase obligation at December 31, 1993 were $72.4 million. When the Company is the guarantor of the principal amount financed, a security interest is usually maintained in assets of parties for whom the Company is guaranteeing debt. Losses anticipated under the terms of the recourse or repurchase obligations have been provided for and are not significant. The Company had $127.5 million of forward foreign exchange contracts outstanding at December 31, 1993, with maturities of twelve months or less. These contracts are typically with major international financial institutions. The Company's risk in these transactions is the cost of replacing, at current market rates, these contracts in the event of default by the financial institution. Management believes the risk of incurring such losses is remote and any losses therefrom would be immaterial. The Company is the defendant in various product liability and other legal proceedings incidental to its business. The majority of this litigation involves product liablility claims. The Company has recorded a reserve for potential product liability losses at December 31, 1993 of $41.1 million, of which $8.0 million is estimated to be payable in 1994. While the resolution of litigation cannot be predicted with certainty, management believes that the reserves are adequate and no material adverse effect upon the financial position or results of operations of the Company will result from such legal actions. F-27 65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE P--SEGMENT INFORMATION The Company's business consists of the engineering, manufacturing and marketing of materials handling machinery and equipment, under the Hyster and Yale trade names. The Company's products are manufactured in plants at five locations in the United States and six international plants located in Scotland, Northern Ireland, The Netherlands, Brazil, Australia and Japan. Service parts are distributed through parts depots located in the United States, Europe, Australia and Brazil. Generally, product assembled abroad is comprised of parts and components manufactured or purchased locally and from U.S. plants at established transfer prices. The transfer price of production parts and completed units is established by a procedure designed to equate to an arm's-length price. However, for purposes of the following financial statement disclosure, transfers between geographic areas are presented at standard cost.
1993 North All Other America Europe Int'l Elims Consolidated ------- ------ --------- ----- ------------ Sales to unaffiliated customers $645,394 $220,437 $42,345 $ - $908,176 Transfers between geographic areas 31,507 81,179 - (112,686) - -------- -------- ------- --------- -------- Total net sales $676,901 $301,616 $42,345 $(112,686) $908,176 ======== ======== ======= ========= ======== Operating profit $40,262 $(2,414) $1,713 $ - $39,561 ======== ======== ======= ========= Other income (expense) (41,253) -------- Loss before income taxes and extraordinary charge $(1,692) ======== Identifiable assets $572,068 $274,847 $19,581 $(33,461) $833,035 ======== ======== ======= ========== ========
1992 (Restated) North All Other America Europe Int'l Elims Consolidated ------- ------ --------- ----- ------------ Sales to unaffiliated customers $579,034 $251,508 $ 35,347 $ - $865,889 Transfers between geographic areas 32,128 89,166 - (121,294) - -------- -------- ------- --------- -------- Total net sales $611,162 $340,674 $35,347 $(121,294) $865,889 ======== ======== ======= ========= ======== Operating profit $15,518 $28,651 $ 781 $ (654) $ 44,296 ======== ======== ======= ========= ======== Other income (expense) (39,825) ------- Income before income taxes $ 4,471 ======= Identifiable assets $546,674 $282,936 $18,311 $( 1,511) $846,410 ======== ======== ======= ========= ========
F-28 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE P--SEGMENT INFORMATION--continued
1991 (Restated) North All Other America Europe Int'l Elims Consolidated ------- ------ --------- ----- ------------ Sales to unaffiliated customers $499,237 $264,148 $ 27,233 $ - $ 790,618 Transfers between geographic areas 25,207 64,344 - (89,551) - -------- -------- -------- --------- --------- Total net sales $524,444 $328,492 $ 27,233 $(89,551) $ 790,618 ======== ======== ======== ========= ========= Operating profit $ 2,200 $ 38,700 $ 500 $ 131 $ 41,531 ======== ======== ======== ========= Other income (expense) (45,289) --------- Loss before income taxes $( 3,758) ========= Identifiable assets $516,365 $363,494 $ 16,483 $ (806) $ 895,536 ======== ======== ======== ========= =========
In addition to product sourced from plants abroad, export sales from the United States plants to unaffiliated customers were $53.8, $44.9, and $38.3 million in 1993, 1992 and 1991, respectively. Total sales into markets outside the United States were $311.5, $326.1 and $321.9 million in 1993, 1992 and 1991, respectively. NOTE Q--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
First Second Third Fourth Quarter Quarter Quarter Quarter ------- ------- ------- ------- (In thousands) 1993 Net Sales $214,680 $228,684 $217,516 $247,296 Gross Profit 44,973 46,260 40,943 51,886 Operating Profit 9,551 7,958 6,032 16,020 Net Income (Loss) $ (771) $ (3,529) $ (7,320) $ 3,208
F-29 67 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993 NOTE Q--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)--continued
First Second Third Fourth Quarter Quarter Quarter Quarter ------- ------- ------- ------- (In thousands) 1992 (Restated) Net Sales $199,669 $217,707 $215,116 $233,397 Gross Profit 45,431 46,339 47,968 52,253 Operating Profit 9,787 10,916 11,099 12,494 Net Income (Loss) $ (842) $ (2,009) $ 1,448 $ 2,714
F-30 68 SCHEDULE V HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------ Col. A Col. B Col. C Col. D Col. E Col. F - ------------------------------------------------------------------------------------------------------------------ Balance Balance Beginning Purchased Other Changes End of Classification of Year Additions Retirements Add (Deduct) Year - ------------------------------------------------------------------------------------------------------------------ 1993 Land & Land Improvements $6,102 $75 $726 ($50) a $5,401 Buildings 52,307 998 3,221 (414) a 49,670 Machinery & Equipment 128,079 15,394 6,518 (1,104) a 135,851 ----------- ---------- --------- ----------- ---------- $186,488 $16,467 $10,465 ($1,568) $190,922 =========== ========== ========= =========== ========== 1992 (RESTATED) Land & Land Improvements $7,608 $0 $0 ($306) a (1,200) b $6,102 Buildings 58,642 925 90 (1,918) a (5,252) b 52,307 Machinery & Equipment 122,459 21,307 9,237 (6,450) a 128,079 ----------- ---------- ---------- ----------- --------- $188,709 $22,232 $9,327 ($15,126) $186,488 =========== ========== ========== =========== ========= 1991 (RESTATED) Land & Land Improvements $7,679 $0 $0 ($71) a $7,608 Buildings 57,970 1,036 (364) a 58,642 Machinery & Equipment 109,685 14,323 1,339 (210) a 122,459 ----------- ---------- ---------- ----------- --------- $175,334 $15,359 $1,339 ($645) $188,709 =========== ========== ========== =========== ========= a-Foreign currency translation adjustment b-Reclassification to assets held for sale
F-31 69 SCHEDULE VI HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------ Col. A Col. B Col. C Col. D Col. E Col. F - ------------------------------------------------------------------------------------------------------------------ Balance Balance Beginning Other Changes End of Classification of Year Additions Retirements Add (Deduct) Year - ------------------------------------------------------------------------------------------------------------------ 1993 Land & Land Improvements $0 $0 $0 $0 $0 Buildings 6,360 2,138 1,665 (92) a 6,741 Machinery & Equipment 52,001 16,691 5,743 (500) a 62,449 ----------- ---------- ---------- ------------ ------------ $58,361 $18,829 $7,408 ($592) $69,190 =========== ========== ========== ============ ============ 1992 (RESTATED) Land & Land Improvements $0 $0 $0 $0 $0 Buildings 6,600 2,293 0 (340) a (2,193) b 6,360 Machinery & Equipment 45,006 16,714 7,381 (2,338) a 52,001 ----------- ---------- ---------- ------------ ------------- $51,606 $19,007 $7,381 ($4,871) $58,361 =========== ========== ========== ============ ============= 1991 (Restated) Land & Land Improvements $0 $0 $0 $0 $0 Buildings 4,261 2,375 (36) a 6,600 Machinery & Equipment 29,059 16,726 957 178 a 45,006 ----------- ---------- ---------- ----------- ------------- $33,320 $19,101 $957 $142 $51,606 =========== ========== ========== =========== ============= a-Foreign currency translation adjustment b-Reclassification to assets held for sale
F-32 70 SCHEDULE VIII HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (IN THOUSANDS)
- --------------------------------------------------------------------------------------------------------------------------------- Col. A. Col. B. Col. C. Col. D. Col. E. - --------------------------------------------------------------------------------------------------------------------------------- Additions ----------------------------------- (1) (2) Balance at Charged to Charged to Balance Beginning Costs and Other Accts. Deductions at End Description of Period Expenses Describe Describe of Period - --------------------------------------------------------------------------------------------------------------------------------- 1993 Reserves deducted from asset accounts: Allowance for doubtful accounts $4,292 $1,191 ($32) b $529 a $4,922 1992 Reserves deducted from asset accounts: Allowance for doubtful accounts $4,550 $430 ($61) b $627 a $4,292 1991 Reserves deducted from asset accounts: Allowance for doubtful accounts $4,130 $2,222 ($88) b $1,714 a $4,550 a-Accounts receivable balances written off, net of recoveries b-Foreign currency translation adjustment
F-33 71 SCHEDULE IX HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES SHORT TERM BORROWINGS YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (IN THOUSANDS)
- --------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Col. E Col. F - --------------------------------------------------------------------------------------------------------------- Maximum Amt. Average Amt. Weighted Avg. Balance at Weighted Outstanding Outstanding Interest Rate Category of Aggregate End Average During the During the During the Short-Term Borrowings of Period Interest Rate Period Period (A) Period (B) - --------------------------------------------------------------------------------------------------------------- 1993 Lines of Credit $7,853 6.50% $12,965 $5,092 7.50% 1992 Lines of Credit $6,121 7.26% $9,121 $5,121 8.27% 1991 Lines of Credit $2,503 7.82% $13,885 $11,205 8.47% Note: A - The average amount outstanding during the period was computed by dividing the total daily principal balances during the period by the number of days in the period. Note: B - The weighted average interest rate during the period was computed by dividing the actual interest expense by the average short-term debt outstanding.
F-34 72 SCHEDULE X HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------- Col. A. Col. B. - ------------------------------------------------------------------------------------------------------- 1993 Maintenance and repairs $11,424 Taxes (other than payroll and income taxes) 2,269 Depreciation and amortization of intangible assets 12,804 Advertising 3,252 1992 Maintenance and repairs 11,566 Taxes (other than payroll and income taxes) 3,115 Depreciation and amortization of intangible assets (Restated) 12,389 Advertising 4,175 1991 Maintenance and repairs 11,770 Taxes (other than payroll and income taxes) 3,325 Depreciation and amortization of intangible assets (Restated) 12,402 Advertising 4,008
F-35 73 EXHIBIT INDEX (3) Articles of Incorporation and Bylaws. (i) Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement 33-28812). (ii) Bylaws of the Company are incorporated herein by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement No. 33-28812). (iii) Certificate of Amendment to Certificate of Incorporation of the Company, dated May 24, 1989, is incorporated herein by reference to Exhibit 3.3 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (iv) Certificate of Amendment to Certificate of Incorporation of the Company, dated June 7, 1989, is incorporated herein by reference to Exhibit 3.4 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (4) Instruments defining the rights of security holders, including indentures. (i) The Company by this filing agrees, upon request, to file with the Securities and Exchange Commission the instruments defining the rights of holders of long-term debt of the Company and its subsidiaries where the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. (ii) Indenture, dated as of August 3, 1989, between the Company and United Trust Company of New York, Trustee, with respect to the 12-3/8% Senior Subordinated Debentures due August 1, 1999 is incorporated herein by reference to Exhibit 4(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File Number 33-28812. (10) Material Contracts. (i) Intentionally omitted. (ii) Operating Agreement, dated as of July 31, 1979, by and between Eaton Corporation and Sumitomo Heavy Industries Ltd. is incorporated herein by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement No. 33-28812). X-1 74 (iii) Memorandum Agreement, dated as of November 19, 1982, by and between Eaton Corporation, Eaton International, Inc., Sumitomo Heavy Industries, Ltd. and Sumitomo Yale Company Ltd. is incorporated herein by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement No. 33-28812). (iv) Litigation Agreement, dated as of December 31, 1983, between Eaton Corporation and Yale, as amended, is incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (v) Third Amended and Restated Operating Agreement, dated as of November 21, 1985, as amended, between Hyster Company and Hyster Credit Corporation is incorporated herein by reference to Exhibit 10.7 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (vi) Master Sale Leaseback Agreement, dated as of December 19, 1985, between Hyster Credit Corporation and Hyster is incorporated herein by reference to Exhibit 10.8 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (vii) Existing Fleet Sale Leaseback Agreement, dated as of December 19, 1985, between Hyster Credit Corporation and Hyster is incorporated herein by reference to Exhibit 10.9 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (viii) Intentionally omitted. (ix) Credit Agreement, dated May 26, 1989, among the Company, Yale, Hyster, the Lenders party thereto and Citicorp North America, Inc. (individually and as Agent) is incorporated herein by reference to Exhibit 10.11 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (x) Lease Agreement between Brunswick and Glynn County Development Authority and Hyster, dated as of September 1, 1988 is incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). X-2 75 (xi) Lease Agreement between the Industrial Development Board of the Town of Sulligent and Hyster, dated as of June 1, 1970, is incorporated herein by reference to Exhibit 10.13 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xii) Lease Agreement between the City of Berea, Kentucky and Hyster, dated as of July 15, 1974, is incorporated by reference herein to Exhibit 10.14 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). * (xiii) Hyster-Yale Materials Handling, Inc. Long-Term Incentive Compensation Plan, dated as of January 1, 1990, is incorporated herein to Exhibit 10(lxxxix) of the NACCO Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File Number 1-9172. * (xiv) Hyster-Yale Materials Handling, Inc. Annual Incentive Compensation Plan, dated as of January 1, 1990, is incorporated herein to Exhibit 10(lxxxviii) of the NACCO Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File Number 1-9172. (xv) Termination and Release Agreement, dated as of May 26, 1989, among Eaton Corporation, Eaton Credit Corporation and Eaton Leasing Corporation and Yale is incorporated herein by reference to Exhibit 10.16 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xvi) Exhibits and Schedules to Credit Agreement, dated May 26, 1989, among the Company, Yale, Hyster, the Lenders party thereto and Citicorp North America, Inc. is incorporated herein by reference to Exhibit 10.17 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xvii) Security Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.18 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xviii) Security Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.19 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). X-3 76 (xix) Security Agreement, dated as of May 26, 1989, by the Company in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.20 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xx) Trademark and License Security Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.21 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxi) Trademark and License Security Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.22 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxii) Patent and License Security Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.23 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxiii) Patent and License Security Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.24 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxiv) Aircraft Security Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.25 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxv) Hyster Pledge Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.26 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). X-4 77 (xxvi) Instrument of Pledge, dated as of May 26, 1989, by Hyster and Hyster, B.V. in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.27 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxvii) Deed of Charge, dated as of May 26, 1989, by Hyster Europe Limited and Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.28 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxviii) Brazilian Pledge Agreement, dated as of May 26, 1989, by Hyster and Hyster Overseas Capital Corporation in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.29 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxix) Australian Pledge Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.30 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxx) Pledge Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.31 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxxi) Yale Pledge Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.32 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxxii) Deed of Charge, dated as of May 26, 1989, by Yale and Yale Materials Handling Limited in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.33 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). X-5 78 (xxxiii) Holding Pledge Agreement, dated as of May 26, 1989, by the Company in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.34 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxxiv) NACCO I Pledge Agreement, dated as of May 26, 1989, by Acquisition I in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.35 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxxv) Guaranty, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.36 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxxvi) Guaranty, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.37 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxxvii) Guaranty, dated as of May 26, 1989, by the Company in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.38 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxxviii) Guaranty and Security Agreement, dated as of May 26, 1989, by Acquisition I in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.39 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812). (xxxix) Agreement and Plan of Merger, dated as of April 7, 1989, among NACCO Industries, Inc., Yale Materials Handling Corporation, Acquisition I, ESCO Corporation, Hyster Company and Newesco, is incorporated herein by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement Number 33-28812). X-6 79 (xl) Agreement and Plan of Merger, dated as of April 7, 1989, among NACCO Industries, Inc., Yale Materials Handling Corporation, Acquisition I, ESCO Corporation, Hyster Company and Newesco, is incorporated herein by reference to Exhibit 2.2 to the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement Number 33-28812). (xli) Amendment No. 1 to the Credit Agreement, dated as of August 21, 1989, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(xli) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File Number 33-28812. (xlii) Amendment No. 2 to the Credit Agreement, dated as of November 7, 1989, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(xlii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File Number 33-28812. (xliii) Amendment No. 3 to the Credit Agreement, dated as of January 31, 1990, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(xliii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File Number 33-28812. (xliv) Amendment No. 4 to the Credit Agreement, dated as of June 27, 1990, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(xc) to NACCO's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File Number 1-9172. (xlv) Amendment No. 5 to the Credit Agreement, dated as of March 27, 1991, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(xlv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812. (xlvi) Amendment No. 6 to the Credit Agreement, dated as of October 22, 1991, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(xlvi) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812. X-7 80 * (xlvii) The Yale Materials Handling Corporation Unfunded Deferred Compensation Plan, dated as of December 15, 1989, is incorporated herein by reference to Exhibit 10(xliv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File Number 33-28812. (xlviii) Amendment to the Third Amended and Restated Operating Agreement, dated as of January 31, 1990, between Hyster and PacifiCorp Credit, Inc. is incorporated herein by reference to Exhibit 10(xlvi) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File Number 33-28812. (xlix) Amendment to the Third Amended and Restated Operating Agreement, dated as of January 31, 1990, between Hyster and AT&T Commercial Finance Corporation is incorporated herein by reference to Exhibit 10(xlvii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File Number 33-28812. (l) Amendment to the Third Amended and Restated Operating Agreement, dated as of November 7, 1991, between Hyster and AT&T Commercial Finance Corporation is incorporated herein by reference to Exhibit 10(l) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812. (li) Intentionally omitted. (lii) Intentionally omitted. (liii) Intentionally omitted. (liv) Intentionally omitted. * (lv) Amendment No. 8 to The Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan is incorporated herein by reference to Exhibit 10(lv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812. * (lvi) Amendment No. 9 to The Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan is incorporated herein by reference to Exhibit 10(lvi) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812. (lvii) Intentionally omitted. X-8 81 (lviii) Marketing Agreement, dated as of January 1, 1992, by and between Yale Materials Handling Corporation and Jungheinrich Aktiengellschaft (AG) is incorporated herein by reference to Exhibit 10(lviii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812. * (lix) Termination and Cancellation Agreement, dated as of December 16, 1992, between Yale Materials Handling Corporation and Reginald R. Eklund is incorporated herein by reference to Exhibit 10(lix) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lx) The Hyster-Yale Unfunded Benefit Plan dated as of February 10, 1993, is incorporated herein by reference to Exhibit 10(lx) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. (lxi) Intentionally omitted. * (lxii) The Hyster-Yale Profit Sharing Plan, amended and restated as of November 11, 1992, is incorporated herein by reference to Exhibit 10(lxii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxiii) Instrument of Merger of Defined Contribution Plans, effective as of November 1, 1992, is incorporated herein by reference to Exhibit 10(lxiii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxiv) Instrument of Merger, Amendment and Termination of the Yale Materials Handling Corporation Profit Sharing Retirement Plan, effective as of November 1, 1992, is incorporated herein by reference to Exhibit 10(lxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxv) The Hyster-Yale Cash Balance Plan, as amended and restated, effective as of April 1, 1992, is incorporated herein by reference to Exhibit 10(lxv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxvi) Master Trust Agreement dated as of October 1, 1992, is incorporated herein by reference from Exhibit 10(cv) of NACCO's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172. X-9 82 * (lxvii) Instrument of Amendment and Merger, effective as of November 1, 1992, of the July 1, 1986 Trust Agreement between Bergen Bull and Roger Jensen and Hyster Company into the Master Trust Agreement dated October 1, 1992 by and between State Street Bank and Trust Company and NACCO, is incorporated herein by reference to Exhibit 10(lxvii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxviii) Tenth Amendment to the Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan, effective April 1, 1992, is incorporated herein by reference to Exhibit 10(lxviii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxix) Eleventh Amendment to the Yale Materials Handling Corporation Profit Sharing Retirement Plan, effective as of April 1, 1992, is incorporated herein by reference to Exhibit 10(lxix) to the Company's Annual Report on Form 10-K for the fiscal ear ended December 31, 1992, Commission File Number 33-28812. * (lxx) Twelfth Amendment to the Yale Materials Handling Corporation Profit Sharing Retirement Plan, effective as of November 1, 1992, is incorporated herein by reference to Exhibit 10(lxx) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxxi) The Yale Materials Handling Corporation Deferred Incentive Compensation Plan, dated March 1, 1984, also known as the Yale Materials Handling Corporation Short-Term Incentive Deferral 1992, is incorporated herein by reference to Exhibit 10(lxxi) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxxii) Release and Settlement Agreement between the Company and J. Phillip Frazier, dated as of August 31, 1992, is incorporated herein by reference to Exhibit 10(lxxii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. * (lxxiii) Separation Terms and Conditions Agreement between the Company and Jerry R. Findley, dated July 15, 1992, is incorporated herein by reference to Exhibit (lxxiii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. X-10 83 (lxxiv) Amendment Number 7 to the Credit Agreement, dated as of May 19, 1992, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(lxxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. (lxxv) Amendment Number 8 to the Credit Agreement, dated as of January 14, 1993, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(lxxv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812. (lxxvi) Amended and Restated Credit Agreement, dated July 30, 1993, among Hyster-Yale Materials Handling, Inc., Hyster Company, Yale Materials Handling Corporation, the Lender's party thereto and Citicorp North America, Inc. (individually and as Agent) is incorporated herein by reference to Exhibit 10(lxxvi) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, Commission File Number 33-28812. (lxxvii) Termination of Lease and Bill of Sale dated October 1, 1993 between Brunswick and Glynn County Development Authority and Hyster Company is attached hereto as Exhibit 10(lxxvii). (lxxviii) Agreement and Plan of Merger dated as of December 20, 1993 between Hyster Company, an Oregon corporation, and Hyster Company, a Delaware corporation, is attached hereto as Exhibit 10(lxxviii). (lxxix) Agreement and Plan of Merger dated as of December 20, 1993 between Yale Materials Handling Corporation, a Delaware corporation, Hyster Company, a Delaware corporation, and Hyster-Yale Materials Handling, Inc., a Delaware corporation, is attached hereto as Exhibit 10(lxxix). X-11 84 (lxxx) Reaffirmation Amendment and Acknowledgement Agreement dated July 30, 1993 among Hyster-Yale Materials Handling, Inc., Yale Materials Handling Corporation, Hyster Company, NACCO Industries, Inc. and Citicorp North America, Inc., individually and as Agent for the various Lenders, is attached hereto as Exhibit 10(lxxx). (lxxxi) Amendment No. 1 dated as of December 31, 1993 to the Amended and Restated Credit Agreement dated as of July 30, 1993 among Hyster-Yale Materials Handling, Inc., Yale Materials Handling Corporation, Hyster Company, the Lenders party thereto, and Citicorp North America, Inc.,individually and as Agent, is attached hereto as Exhibit 10(lxxxi). (lxxxii) Reaffirmation, Amendment and Acknowledgement Agreement dated as of December 31, 1993 among Hyster-Yale Materials Handling, Inc., Yale Materials Handling Corporation, Hyster Company and Citicorp North America, Inc., as Agent for the Lenders, is attached hereto as Exhibit 10(lxxxii). (lxxxiii) Reaffirmation, Amendment and Acknowledgement Agreement dated as of January 1, 1994 among Hyster-Yale Materials Handling, Inc., NACCO Materials Handling Group, Inc. and Citicorp North America, Inc., as Agent for the Lenders, is attached hereto as Exhibit 10(lxxxiii). * (lxxxiv) Amendment No. 1 dated as of May 13, 1993 to the Hyster-Yale Profit Sharing Plan is attached hereto as Exhibit 10(lxxxiv). * (lxxxv) Amendment No. 2 dated effective January 1, 1994 to the Hyster-Yale Profit Sharing Plan is attached hereto as Exhibit 10(lxxxv). * (lxxxvi) Amendment No. 1 dated as of May 27, 1993 to the Hyster-Yale Cash Balance Plan is attached hereto as Exhibit 10(lxxxvi). X-12 85 * (lxxxvii) Amendment No. 2 dated effective January 1, 1994 to the Hyster-Yale Cash Balance Plan is attached hereto as Exhibit 10(lxxxvii). * (lxxxviii) Amendment No. 1 effective as of May 12, 1993 to the Hyster-Yale Long-Term Incentive Compensation Plan is attached hereto as Exhibit 10(lxxxviii). * (lxxxix) Amendment No. 1 effective January 1, 1994 to the Hyster-Yale Unfunded Benefit Plan is attached hereto as Exhibit 10(lxxxix). * (lxxxx) Amendment No. 1 effective as of December 31, 1993 to the Hyster-Yale Annual Incentive Compensation Plan is attached hereto as Exhibit 10(lxxxx). * (lxxxxi) Thirteenth Amendment dated February 15, 1993 to the Yale Materials Handling Corporation Profit Sharing Retirement Plan is attached hereto as Exhibit 10(lxxxxi). * (lxxxxii) Master Trust Agreement for Defined Benefit Plans between NACCO Industries, Inc. and State Street Bank and Trust Company dated January 1, 1994 is incorporated herein by reference to Exhibit 10(cxxxviii) to NACCO Industries, Inc. report on Form 10-K for the year ended December 31, 1993, Commission File Number 1-9172. * (lxxxxiii) Amendment No. 2 effective as of December 31, 1993 to the Hyster-Yale Long-Term Incentive Compensation Plan is attached hereto as Exhibit 10(lxxxxiii). (21) Subsidiaries of the Registrant. (i) The subsidiaries of the Company are attached hereto as Exhibit 21(i). X-13 86 (24) Powers of Attorney (i) A manually signed copy of a power of attorney for Owsley Brown II is attached hereto as Exhibit 24(i). (ii) A manually signed copy of a power of attorney for John J. Dwyer is attached hereto as Exhibit 24(ii). (iii) A manually signed copy of a power of attorney for Robert M. Gates is attached hereto as Exhibit 24(iii). (iv) A manually signed copy of a power of attorney for E. Bradley Jones is attached hereto as Exhibit 24(iv). (v) A manually signed copy of a power of attorney for Dennis W. LaBarre is attached hereto as Exhibit 24(v). (vi) A manually signed copy of a power of attorney for Yoshinori Ohno is attached hereto as Exhibit 24(vi). (vii) A manually signed copy of a power of attorney for Alfred M. Rankin, Jr. is attached hereto as Exhibit 24(vii). (viii) A manually signed copy of a power of attorney for Claiborne R. Rankin is attached hereto as Exhibit 24(vii). (ix) A manually signed copy of a power of attorney for John C. Sawhill is attached hereto as Exhibit 24(ix). X-14 87 (x) A manually signed copy of a power of attorney for Ward Smith is attached hereto as Exhibit 24(x). (xi) A manually signed copy of a power of attorney for Britton T. Taplin, is attached hereto as Exhibit 24(xi). (xii) A manually signed copy of a power of attorney for Frank E. Taplin, Jr. is attached hereto as Exhibit 24(xii). (xiii) A manually signed copy of a power of attorney for Richard B. Tullis is attached hereto as Exhibit 24(xiii). * Management Contract or Compensation Plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of this Annual Report on Form 10-K. X-15 EX-10.127 2 EXHIBIT 1 Exhibit 10(lxxvii) TERMINATION OF LEASE AND BILL OF SALE THIS TERMINATION OF LEASE AND BILL OF SALE, dated as of October 1, 1993 (this "Agreement"), between Brunswick and Glynn County Development Authority (the "Authority"), a public body corporate and politic created and existing under the laws of the State of Georgia and Hyster Company (the "Company"), an Oregon corporation qualified to do business in the State of Georgia; W I T N E S S E T H : WHEREAS, the Authority issued $2,000,000 in aggregate principal amount of its Industrial Development Revenue Bonds (Hyster Company Project), Series 1988 (the "Bonds"), pursuant to a Trust Indenture, dated as of September 1, 1988 (the "Indenture"), between the Authority and The Coastal Bank of Georgia, as trustee (the "Trustee"); and WHEREAS, the proceeds from the issuance of the Bonds were used to acquire certain real property described on Exhibit A hereto and to acquire, construct and equip a certain manufacturing facility (the "Project"); and WHEREAS, the Project was leased by the Authority to the Company pursuant to a Lease Agreement, dated as of September 1, 1988 (the "Lease"), between the Authority and the Company; and WHEREAS, the Authority has now provided for the payment in full of the Bonds in accordance with Article IX of the Indenture, and proposes to terminate the Lease in accordance with Section 12.6 of the Lease; and WHEREAS, the Company has installed certain equipment described on Exhibit B hereto (the "Equipment") at the Project; and WHEREAS, the Company now proposes to convey the Equipment to the Authority and terminate the Lease in accordance with Section 12.6 of the Lease; and NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Lease is hereby terminated. All obligations required to be performed by the Authority and the Company as of the date hereof have been performed. The Authority and the Company shall have no further rights or obligations under the Lease, except for the obligations of the Company which survive the termination of the Lease. 2 2. The Company hereby conveys to the Authority, free and clear of all liens and encumbrances, the Equipment. 3. This Agreement shall inure to the benefit of and shall be binding upon the Authority, the Company and their respective successors and assigns. 4. If any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof. 5. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 6. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia. -2- 3 IN WITNESS WHEREOF, the Authority and the Company have caused this Agreement to be executed in their respective corporate names and the respective corporate seals to be affixed hereto and attested by their authorized officers, all as of the date first above written. BRUNSWICK AND GLYNN COUNTY DEVELOPMENT AUTHORITY (SEAL) By: ------------------------- Chairman Attest: By: ------------------------ Secretary As to the Authority, signed and sealed in the presence of: Witness Notary Public My Commission Expires: (NOTARIAL SEAL) -3- 4 HYSTER COMPANY (SEAL) By: ----------------------------------- Title: VICE PRESIDENT CORPORATE ADMINISTRATION Attest: GENERAL COUNSEL & SECRETARY By: /S/ Stephen M. Maim ----------------------------- Secretary Stephen M. Maim Assistant Secretary As to the Company, signed and sealed in the presence of: /S/ K. Joyce Legler - ----------------------------- Witness /S/ Nancy C. Martin - ----------------------------- Notary Public My Commission Expires: (SEAL) -4- 5 ACKNOWLEDGMENT OF TRUSTEE Pursuant to Section 12.6 of the Lease, the Trustee hereby consents to the termination of the Lease. THE COASTAL BANK OF GEORGIA (SEAL) By: ---------------------- Title: Attest: By: ----------------------- Title: As to the Trustee, signed and sealed in the presence of: Witness Notary Public My Commission Expires: - ----------------------- (NOTARIAL SEAL) 6 EXHIBIT A All of those certain lots, tracts or parcels of land, situate, lying and being in the 26th G.M. District, in Glynn County, Georgia, being a portion of the Brunswick McBride Industrial Park, and being a portion of the Brunswick McBride Industrial Park, and being a portion of the old Glynco Naval Air Station property, which tracts, containing 13.6257 acres of land and 18.0000 acres of land lie together, forming one body of land of irregular shape and dimensions, which is described according to that certain plat entitled "A Portion of the Brunswick-McBride Industrial Park" by George P. Underwood, Jr., Georgia Registered Surveyor No. 1927, dated June 28, 1988, a copy of which is attached hereto and made a part hereof, as follows: Beginning at a concrete monument located on the Northwesterly right-of-way line of Sydney Lanier Drive, having the coordinates of X=724,416.03 and Y=455,740.34, according to the Georgia East Zone Coordinate System, and from said concrete monument thence running South 65 degrees 08 minutes 59 seconds West along said Northwesterly right-of-way of line of Sydney Lanier Drive for a distance of 816.31 feet to an iron pin; thence running North 24 degrees 51 minutes 01 seconds West along the Northwesterly right-of-way line of an unnamed proposed road 100 feet in width for a distance of 228.62 feet to an iron pin; thence continuing along said right-of-way line of said proposed road along the arc of a curve, concave to the East, having a radius of 209.17 feet and other curve data as shown on said plat, for a distance of 186.56 feet to an iron pin; thence continuing along the Easterly right-of-way line of said proposed road North 26 degrees 15 minutes 11 seconds East for a distance of 692.89 feet to an iron pin which marks the point of intersection of said right-of-way line with the boundary line between the aforesaid 13.6257-acre tract and the aforesaid 18.0000-acre tract; thence continuing along said right-of-way line North 26 degrees 15 minutes 11 seconds East for a distance of 510.39 feet to an iron pin; thence continuing along having a radius of 2048.78 feet and other curve data as shown on said plat, for a distance of 389.30 feet to an iron pin; thence continuing along said right-of-way line North 37 degrees 08 minutes 24 seconds East for a distance of 142.87 feet to an iron pin; thence running along the Northeasterly end of said 18.0000-acre tract South 52 degrees 51 minutes 36 seconds East for a distance of 770.00 feet to an iron pin located on the aforesaid Northwesterly right-of-way line of Sydney Lanier Drive; thence running along said right-of-way line South 26 degrees 15 minutes 11 seconds West for a distance of 892.21 feet to an iron pin located at the point of intersection of the dividing line between said 13.6257-acre and said 18.0000-acre tracts with said Northwesterly right-of-way line; 7 thence continuing along said right-of-way line South 26 degrees 15 minutes 11 seconds West for a distance of 217.61 feet to an iron pin; thence running along the acre of a curve, concave to the Northwest, having a radius of 233.00 feet and other curve data as shown on said plat, for a distance of 158.18 feet to the concrete monument which marks the point and place of beginning of the tracts of land herein described. Reference is hereby made to said plat and to the record thereof for further purposes of description and identification and for all other purposes. 8 EXHIBIT B 1. Two (2) 3 Ton Bridge Crane with 160' of Runway each; 2. One (1) 10 Ton Bridge Crane with 40' of Runway 3. One (1) A. T. and T. System 25 Phone System; 4. One (1) Open Face Dry Filter Paint Booth. EX-10.128 3 EXHIBIT 1 Exhibit 10(lxxviii) AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Merger Agreement") is made and entered into as of December 20, 1993 by HYSTER COMPANY, an Oregon corporation ("Hyster"), and HYSTER COMPANY, a Delaware corporation ("Hyster Delaware"). Recitals A. Hyster is a corporation duly organized and existing under the laws of the State of Oregon. Hyster Delaware is a corporation duly organized and existing under the laws of the State of Delaware. B. As of the date of this Merger Agreement, Hyster has authority to issue 10 shares of common stock, no par value, of which 10 shares are issued and outstanding. As of the date of this Merger Agreement, Hyster Delaware has authority to issue 10 shares of common stock, no par value, of which 10 shares are issued and outstanding. C. Hyster holds all the issued and outstanding shares of Hyster Delaware. Hyster Delaware was formed by Hyster for the sole purpose of accomplishing this merger. As of the date of this Merger Agreement, Hyster Delaware does not hold any significant assets and is not engaged in any business operations. The purpose of this merger is to change Hyster's state of incorporation from Oregon to Delaware. Hyster desires to change its state of incorporation from Oregon to Delaware for the following reasons. First, Hyster's parent company, Hyster-Yale Materials Handling, Inc. ("Hyster-Yale"), is a Delaware corporation, and Hyster-Yale's parent company, NACCO Industries, Inc., is also a Delaware corporation. All domestic corporations that are affiliated with Hyster through common ownership are also Delaware corporations. Hyster's Board believes that there will be significant administrative and legal efficiencies if its state of incorporation is changed from Oregon to Delaware to conform with the state of incorporation of Hyster's affiliated domestic companies. Second, securities of Hyster may, in the future, be offered in a transaction involving a public offering. It is also the belief of Hyster's Board that Hyster's position from a business and legal standpoint in such financing transactions will be improved by its reincorporation in Delaware. D. Hyster and Hyster Delaware intend that this merger qualify as a tax-free merger under Section 368(a) (l) (F) of the Internal Revenue Code of 1986, as amended. 2 E. Based on the above, the Boards of Directors of Hyster and Hyster Delaware have determined that it is advisable and to the advantage of Hyster and Hyster Delaware that Hyster merge with and into Hyster Delaware upon the terms and conditions herein provided pursuant to Section 252 of the General Corporation Law of the State of Delaware and Chapter 60 of Oregon Revised Statutes, and the Boards of Directors of Hyster and Hyster Delaware have approved this Merger Agreement. NOW, THEREFORE, the parties hereby adopt the plan of reorganization encompassed by this Merger Agreement and do hereby agree that Hyster shall merge with and into Hyster Delaware on the following terms, conditions and other provisions: AGREEMENT SECTION 1.1. THE MERGER. At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon the terms and conditions of Delaware law and Oregon law, Hyster will be merged with and into Hyster Delaware, the separate corporate existence of Hyster shall cease, and Hyster Delaware shall continue as the surviving corporation ("Surviving Corporation"). SECTION 1.2. EFFECTIVE TIME. The effective time of the merger shall be 11:59 pm. (EST), December 31, 1993 ("Effective Time"). The parties hereto shall cause the merger to be consummated by filing prior to the Effective Time a Certificate of Merger with the Secretary of State of the State of Delaware and Articles of Merger with the Secretary of State of the State of Oregon in such form as required by, and executed in accordance with, the relevant provisions of Delaware and Oregon law. SECTION 1.3. EFFECT OF THE MERGER. At the Effective Time, the effect of the merger shall be as provided in the applicable provisions of Delaware and Oregon law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all of the property, rights, privileges, powers and franchises of Hyster and Hyster Delaware shall vest in the Surviving Corporation, and all debts, liabilities and duties of Hyster and Hyster Delaware shall become the debts, liabilities and duties of the Surviving Corporation. SECTION 1.4. CERTIFICATION OF INCORPORATION AND BYLAWS. A. The Certificate of Incorporation of Hyster Delaware in effect at the Effective Time shall continue to be the Certificate of Incorporation of the Surviving Corporation. -2- 3 B. The Bylaws of Hyster Delaware in effect at the Effective Time shall continue to be the Bylaws of the Surviving Corporation. SECTION 1.5. DIRECTOR AND OFFICERS. At the Effective Time, the directors of Hyster Delaware shall be the Directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation, as amended, and Bylaws of the Surviving Corporation until their successors are elected and qualified or until their prior resignation, removal or death. At the Effective Time, the officers of Hyster Delaware shall be the officers of the Surviving Corporation, who in each case shall serve until their successors are elected and qualified or until their prior resignation, removal, or death. SECTION 1.6. CANCELLATION OF HYSTER DELAWARE SHARES; CONVERSION OF HYSTER SHARES. At the Effective Time, by virtue of the merger and without any action on the part of Hyster or Hyster Delaware or the holders of any of the following securities, the following shall occur: A. Each share of common stock of Hyster Delaware that is issued and outstanding immediately prior to the Effective Time shall be automatically cancel led and returned to the status of authorized but unissued shares. B. Each share of the common stock of Hyster that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (l) share of the validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation. The holders of Hyster stock certificates shall not be required to surrender the same in exchange for certificates of common stock in Hyster Delaware, but as certificates nominally representing shares of common stock of Hyster are surrendered for transfer, Hyster Delaware will cause to be issued certificates representing shares of common stock of Hater Delaware, and, at any time upon surrender by any holder of a certificate nominally representing shares of common stock of Hyster, Hyster Delaware will cause to be issued there for a certificate for a like number of shares of common stock of Hyster Delaware. C. No fractional shares of the Surviving Corporation shall be issued upon conversion of the shares of common stock of Hyster, and any shares of Hyster that do not qualify for conversion, because conversion as provided above would result in issuance of fractional shares of the Surviving Corporation, shall be cancelled as of the Effective Time. -3- 4 SECTION 1.7. SERVICE OF PROCESS. The Surviving Corporation may be served with process in the State of Oregon in any proceeding for enforcement of any obligation of Hyster as well as for enforcement of any obligations of the Surviving Corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of Section 60.551 through Section 60.594 of the Oregon Business Corporation Act, and the Surviving Corporation hereby irrevocably appoints the Oregon Secretary of State as its agent to accept service of process in any such suit or proceeding. The address to which a copy of such process shall be mailed by the Oregon Secretary of State until the Surviving Corporation shall have hereafter designated in writing to said Secretary of State a different address for such purpose is: Hyster Company Attention: Bergen I. Bull 2701 N.W. Vaughn, Suite 900 Portland, Oregon 97210 SECTION 1.8. AMENDMENT AND TERMINATION. Anything herein or elsewhere to the contrary notwithstanding, this Merger Agreement may be terminated and abandoned by the Boards of Directors of any constituent corporation at any time prior to the date of filing the Certificate of Merger or Articles of Merger with the Secretaries of State of Delaware or Oregon. This Merger Agreement may be amended by the Boards of Directors of the constituent corporations at any time prior to the date of filing the Certificate of Merger or Articles of Merger with the Secretaries of State of Delaware or Oregon, provided that an amendment made subsequent to the adoption of this Merger Agreement by the stockholders of any constituent corporation shall not (l) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter or change any term of the Certificate of Incorporation of the Surviving Corporation to be effected by the merger, or (3) alter or change any of the terms and conditions of this Merger Agreement if such alteration or change would adversely affect the holders of any class or series thereof of such constituent corporation. SECTION 1.9. FURTHER ASSURANCES. From time to time, as and when required by Hyster Delaware or by its successors and assigns, there shall be executed and delivered on behalf of Hyster such deeds, conveyances, agreements, acknowledgments and other instruments, and there shall be taken or caused to be taken -4- 5 by Hyster such further and other actions as are necessary or desirable to vest, confirm, perfect, or acknowledge, of record or otherwise, in and to Hyster Delaware title to and possession of all property, interests, assets, rights, privileges, powers, franchises and authority of Hyster, and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of Hyster Delaware are fully authorized, in the name and on behalf of Hyster or otherwise, to take any and all such action and to execute and deliver any and all such deeds, conveyances, agreements, acknowledgments and other instruments. IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved by the Boards of Directors of Hyster and Hyster Delaware, is hereby executed on behalf of each of said corporations and attested by a duly authorized officer of Hyster and Hyster Delaware. HYSTER COMPANY, an Oregon corporation By /s/ Reginald R. Eklund ------------------------------ Reginald R. Eklund ATTEST: Vice President /s/ Bergen I. Bull - ------------------------------ Bergen I. Bull, Secretary HYSTER COMPANY, a Delaware corporation By /s/ Reginald R. Eklund ------------------------------ Reginald R. Eklund ATTEST: Vice President /s/ Bergen I. Bull - ------------------------------ Bergen I. Bull, Secretary -5- EX-10.129 4 EXHIBIT 1 Exhibit 10(lxxix) AGREEMENT OF MERGER This AGREEMENT AND PLAN OF MERGER ("Merger Agreement") is made and entered into as of December 20, 1993, by and among YALE MATERIALS HANDLING CORPORATION, a Delaware corporation ("Yale"), HYSTER COMPANY, a Delaware corporation ("Hyster Delaware"), and HYSTER-YALE MATERIALS HANDLING, INC., a Delaware corporation ("H-Y") RECITALS A. Yale is a corporation duly organized and existing under the laws of the State of Delaware. Hyster Delaware is a corporation duly organized and existing under the laws of the State of Delaware. H-Y is a corporation duly organized and existing under the laws of the State of Delaware. B. As of the date of this Merger Agreement, Yale has authority to issue 1,000 shares of common stock, $1.00 par value, of which 1,000 shares are issued and outstanding. As of the date of this Merger Agreement, Hyster Delaware has authority to issue 10 shares of common stock, no par value, of which 10 shares are issued and outstanding. C. Since 1984, H-Y or the parent company of H-Y has held all the issued and outstanding shares of Yale. In 1989, H-Y acquired all of the issued and outstanding shares of the current parent company of Hyster Delaware, which current parent company is Hyster Company, an Oregon corporation ("Hyster") (Hyster Delaware and Hyster referred to collectively as "Hyster"). Hyster and Yale are in the same industry and both design, manufacture, and sell materials handling equipment. Since 1989. H-Y has integrated the operational and administrative functions of Hyster and Yale to achieve cost savings and operational and administrative efficiencies. H-Y has determined that additional business operational and administrative efficiencies will be achieved by the merger of Yale and Hyster into one legal entity. The efficiencies that will be achieved by that merger include, without limitation, elimination of duplicative state tax and corporate filings; elimination of duplicative payrolls; simplification of purchasing; elimination of duplicative inventories and inventory systems and savings in accounting and other administrative costs. D. Based on the above, the Boards of Directors of Yale and Hyster Delaware have determined it is advisable and to the advantage of Hyster Delaware, Yale, H-Y, and H-Y's shareholders that Yale merge with and into Hyster Delaware upon the terms and conditions herein provided pursuant to Section 251 of the General 2 Corporation Law of the State of Delaware, and the Boards of Directors of Yale and Hyster Delaware have approved this Merger Agreement. NOW, THEREFORE, the parties do hereby adopt the plan of reorganization encompassed by this Merger Agreement and do hereby agree that Yale shall merge with and into Hyster Delaware on the following terms, conditions, and other provisions: AGREEMENT SECTION 1.1. THE MERGER. At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon the terms and conditions of Delaware law, Yale will be merged with and into Hyster Delaware, the separate corporate existence of Yale shall cease, and Hyster Delaware shall continue as the surviving corporation ("Surviving Corporation"). SECTION 1.2. EFFECTIVE TIME. The effective time of the merger shall be 12:01 a.m. (EST), January l, 1994 ("Effective Time"). The parties hereto shall cause the merger to be consummated by filing prior to January 1, 1994, a Certificate of Merger with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with, the relevant provisions of Delaware law. SECTION 1.3. EFFECT OF THE MERGER. At the Effective Time, the effect of the merger shall be as provided in the applicable provisions of Delaware law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all of the property, rights, privileges, powers and franchises of Yale and Hyster Delaware shall vest in the Surviving Corporation. and all debts, liabilities and duties of Yale and Hyster Delaware shall become the debts, liabilities and duties of the Surviving Corporation. SECTI0N 1.4. CERTIFICATE OF INCORPORATION. A. As of the Effective Time, the following provisions of Hyster Delaware's Certificate of Incorporation are amended as follows: 1. ARTICLE I. Article I is amended to read in its entirety as follows: "The name of the corporation is NACCO Materials Handling Group, Inc." -2- 3 2. ARTICLE V. Article V is amended to read in its entirety as follows: "The total number of shares of all classes of stock that the corporation shall have authority to issue is twenty (20) shares of common stock. All of such shares shall be without par value." The Certificate of Incorporation of Hyster Delaware, as so amended, shall continue to be the Certificate of Incorporation of the Surviving Corporation. B. The Bylaws of Hyster Delaware in effect at the Effective Time shall continue to be the Bylaws of the Surviving Corporation. SECTION 1.5. DIRECTORS AND OFFICERS. At the Effective Time, the directors of Hyster Delaware shall be the Directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation, as amended, and Bylaws of the Surviving Corporation until their successors are elected and qualified or until their prior resignation, removal or death. At the Effective Time, the officers of Hyster Delaware shall be the officers of the Surviving Corporation, who in each case shall serve until their successors are elected and qualified or until their prior resignation, removal, or death. SECTION 1.6. NO EFFECT ON HYSTER DELAWARE SHARES; CONVERSION OF YALE SHARES. At the Effective Time, by virtue of the merger and without any action on the part of Hyster Delaware or Yale or the holders of any of the following securities, the following shall occur: A. Each share of common stock of Hyster Delaware that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding. B. Each share of the common stock of Yale that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one-hundredth (1/100th) of one of the validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation. The holders of Yale stock certificates shall not be required to surrender the same in exchange for certificates of common stock in Hyster Delaware, but as certificates nominally representing shares of common stock of Yale are surrendered for transfer, Hyster Delaware will cause to be issued certificates representing shares of common stock of Hyster Delaware, and, at any time upon surrender by any holder of a certificate nominally representing -3- 4 shares of common stock of Yale, Hyster Delaware will cause to be issued there for a certificate for a like number of shares of common stock of Hyster Delaware. C. No fractional shares of the Surviving Corporation shall be issued upon conversion of the shares of common stock of Yale, and any shares of Yale that do not qualify for conversion, because conversion as provided above would result in issuance of fractional shares of the Surviving Corporation, shall be cancelled as of the Effective Time. SECTION 1.7. AMENDMENT AND TERMINATION. Anything herein or elsewhere to the contrary notwithstanding, this Merger Agreement may be terminated and abandoned by the Boards of Directors of any constituent corporation at any time prior to the date of filing the Certificate of Merger with the Secretary of State of Delaware. This Merger Agreement may be amended by the Boards of Directors of the constituent corporations at any time prior to the date of filing the Certificate of Merger with the Secretary of State of Delaware, provided that an amendment made subsequent to the adoption of this Merger Agreement by the stockholders of any constituent corporation shall not (l) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter or change any term of the Certificate of Incorporation of the Surviving Corporation to be effected by the merger, or (3) alter or change any of the terms and conditions of this Merger Agreement if such alteration or change would adversely affect the holders of any class or series thereof of such constituent corporation. SECTION 1.8. FURTHER ASSURANCES. From time to time, as and when required by Hyster Delaware or by its successors and assigns, there shall be executed and delivered on behalf of Yale such deeds, conveyances, agreements, acknowledgments and other instruments, and there shall be taken or caused to be taken by Yale such further and other actions as are necessary or desirable to vest, confirm, perfect, or acknowledge, of record or otherwise, in and to Hyster Delaware title to and possession of all property, interests, assets, rights, privileges, powers, franchises and authority of Yale, and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of Hyster Delaware are fully authorized, in the name and on -4- 5 behalf of Yale or otherwise, to take any and all such action and to execute and deliver any and all such deeds, conveyances, agreements, acknowledgments and other instruments. IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved by the Boards of Directors of Yale and Hyster Delaware, is hereby executed on behalf of each of said corporations and H-Y and attested by a duly authorized officer of Yale, Hyster Delaware and H-Y. HYSTER COMPANY, a Delaware corporation By /s/ Reginald R. Eklund ------------------------------ Reginald R. Eklund Vice President ATTEST: /s/ Bergen I. Bull - ------------------------------ Bergen I. Bull, Secretary YALE MATERIALS HANDLING CORPORATION, a Delaware corporation By /s/ Reginald R. Eklund ------------------------------ Reginald R. Eklund Vice President ATTEST: /s/ Bergan I. Bull - ------------------------------ Bergen I. Bull Assistant Secretary HYSTER-YALE MATERIALS HANDLING, INC a Delaware corporation By /s/ Reginald R. Eklund ------------------------------ Reginald R. Eklund, President ATTEST: /s/ Bergan I. Bull - ------------------------------ Bergen I. Bull, Secretary -5- EX-10.130 5 EXHIBIT 1 Exhibit 10(lxxx) REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT THIS REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT ("Reaffirmation") is dated as of this 30th day of July 1993, by and among Hyster-Yale Materials Handling, Inc. (formerly called Materials Handling Holding Company), a Delaware corporation ("Holdings"), Yale Materials Handling Corporation, a Delaware corporation ("Yale"), and Hyster Company, an Oregon corporation, (formerly Hyster Company, a Nevada corporation) ("Hyster") (Holdings, Yale and Hyster are referred to from time to time hereinafter individually as a "Borrower" and collectively as the "Borrowers"), NACCO Industries, Inc., a Delaware corporation ("NACCO") and Citicorp North America, Inc., a Delaware corporation, individually and as agent (in such capacity, the "Agent") for the Lenders. (The Borrowers and NACCO are hereinafter from time to time collectively referred to as the "Security Parties"). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the "Credit Agreement" (defined below). WITNESSETH: WHEREAS, the Borrowers have requested and the Agent and the Lenders have agreed to amend that certain Credit Agreement dated as of May 26, 1989 among the Borrowers, the Lenders, the Issuing Banks and the Agent (as the same has been amended, supplemented or modified prior to the date hereof, the "Original Credit Agreement"); WHEREAS, in connection with the Original Credit Agreement, each of the Security Parties executed one or more of the "Security Documents" (as hereinafter defined); WHEREAS, the Borrowers, the Lenders, the Issuing Banks and the Agent have agreed to enter into that certain Amended and Restated Credit Agreement (as such Amended and Restated Credit Agreement may be amended, modified or otherwise supplemented from time to time, the "Credit Agreement") of even date herewith pursuant to which the Original Credit Agreement will be further amended in certain respects and restated in its entirety; and WHEREAS, as a condition to their execution and delivery of the Credit Agreement, the Lenders and the Agent have required, among other things, that the Security Parties enter into this Reaffirmation. NOW THEREFORE, in consideration of the foregoing, the terms and conditions contained herein, and of any loans or extensions of credit heretofore, now or hereafter made to or for the benefit of the Borrowers by the Lenders and the Issuing Banks, the parties hereto hereby agree as follows: 2 1. DEFINITIONS. Terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement. When used herein, the following terms shall have the following meanings: "AIRCRAFT SECURITY AGREEMENT" shall mean that certain Aircraft Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent with respect to Hyster's aircraft, as amended, modified, restated or supplemented from time to time. "AUSTRALIAN PLEDGE AGREEMENT" shall mean that certain Pledge Agreement dated as of the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster Australia Pty. Limited, as amended, modified, restated or supplemented from time to time. "BRAZILIAN PLEDGE AGREEMENT" shall mean that certain Brazilian Pledge Agreement dated as of the Closing Date, executed by Hyster, evidencing the pledge of stock of Companhia Hyster, now known as Hyster Brasil Ltda., as the same has been or may be amended, modified, restated, supplemented or replaced from time to time. "HOLDINGS ASSIGNMENT OF RIGHTS" shall mean that certain Assignment of Rights to Payment dated as of the Closing Date, executed by Holdings in favor of the Agent, evidencing the assignment to the Agent, as security for the Obligations, of all of Holdings' rights to receive payment under (i) that certain Agreement and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale, Nacq I, Esco, Newesco and Hyster and (ii) that certain Agreement and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale, Hyster, Newesco and NACQ II. "HOLDINGS GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Holdings in favor of the Lenders, evidencing the continuing, unconditional guaranty of payment of the Subsidiary Obligations, as the same may be amended, supplemented or otherwise modified from time to time. "HOLDINGS PLEDGE AGREEMENTS" shall mean (i) that certain Holdings Pledge Agreement dated as of the Closing Date, executed by Holdings in favor of the Agent, for the benefit of the Lenders and the Issuing Banks, relating to the capital stock of Yale and NACCO I Acquisition Corp. and (ii) that certain NACCO I Pledge Agreement dated as of the Closing Date in favor of the Agent for the benefit of the Lenders and the Issuing Banks, relating to the capital stock of Hyster, each as amended, modified, restated or supplemented from time to time. "HYSTER ASSIGNMENT" shall mean that certain Assignment of Rights to Payment dated as of the Closing Date, executed by NACCO I Acquisition Corp., evidencing the assignment to the Agent -2- 3 of all of New Nacq I's rights to receive payment under the Asset Transfer and Liability Assumption Agreement dated as of May 19, 1989 between Esco and Newesco, as security for the Subsidiary Obligations to the Lenders under the Credit Agreement. "HYSTER DEED OF CHARGE" shall mean that certain Deed of Charge dated the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster Europe Limited, as amended, modified, restated or supplemented from time to time. "HYSTER INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Hyster in favor of the Lenders, evidencing Hyster's continuing, unconditional guaranty of payment of the Obligations owing by Yale, as the same may be amended, supplemented or otherwise modified from time to time. "HYSTER MORTGAGES" shall mean those certain mortgages and deeds of trust executed by Hyster in favor of the Agent, evidencing the mortgage of Hyster's interest in real property in California, Illinois, Kentucky and Oregon, as the same have been or may be amended, modified or supplemented from time to time. "JAPANESE PLEDGE AGREEMENT" shall mean that certain Pledge Agreement dated as of the Closing Date, executed by Yale, evidencing the pledge of stock of Sumitomo Yale Company, Ltd, as amended, modified, restated or supplemented from time to time. "LOUISIANA DOCUMENTS" shall mean that certain Collateral Mortgage and Collateral Chattel Mortgage, Collateral Mortgage and Collateral Chattel Mortgage Note, Notice of Assignment, resolutions of the Board of Directors of Hyster, Pledge and Assignment Agreement and Collateral Assignment of Leases and Rents executed by Hyster, evidencing Hyster's pledge of its real and personal property in the state of Louisiana as security for Hyster's Obligations under the Credit Agreement and the Hyster Guaranty, as amended, modified, restated or supplemented from time to time. "NACCO PLEDGE AGREEMENT" shall mean that certain NACI Pledge Agreement dated as of the Closing Date, executed by North American Consultants, Inc., a Texas corporation, in favor of the Agent, evidencing the pledge of stock of Holdings as security for the Obligations, as assumed by NACCO pursuant to that certain Assumption Agreement dated as of December 20, 1991 between NACCO and the Agent, as amended, modified, restated or supplemented from time to time. "NETHERLANDS PLEDGE AGREEMENT" shall mean that certain Instrument of Pledge dated as of the Closing Date, executed by Hyster and Hyster, B.V., evidencing the pledge of stock of Hyster, B.V., as amended, modified, restated or supplemented from time to time. -3- 4 "PLEDGE AGREEMENTS" shall mean, collectively, all of the Pledge Agreements dated as of the Closing Date between Hyster or Yale and the Agent relating to (i) the capital stock of each domestic Subsidiary of such Borrower and (ii) any other Securities owned by such Borrower, as such Pledge Agreements may be amended, supplemented or otherwise modified from time to time. "SECURITY AGREEMENTS" shall mean the Security Agreements dated as of the Closing Date, executed and delivered by Holdings, Yale and Hyster, substantially in the forms of EXHIBITS 1.1-A, 1.1-B and 1.1-C to the Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "SECURITY DOCUMENTS" shall mean the Aircraft Security Agreement, the Holdings Assignment of Rights, the Holdings Guaranty, the Holdings Pledge Agreements, the Hyster Assignment, the Hyster Intercompany Guaranty, the Hyster Mortgages, the Louisiana Documents, the NACCO Pledge Agreement, the Australian Pledge Agreement, the Brazilian Pledge Agreement, the Hyster Deed of Charge, the Japanese Pledge Agreement, the Netherlands Pledge Agreement, the Yale Deed of Charge, the Pledge Agreements, the Security Agreements, the Trademark and Patent Security Agreements, the Yale Assignment, the Yale Intercompany Guaranty and the Yale Mortgages, and any other agreements, instruments or other documents executed in connection therewith. "TRADEMARK AND PATENT SECURITY AGREEMENTS" shall mean collectively (i) that certain Trademark Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent, evidencing Hyster's agreement with respect to the use and disposition of Hyster's trademarks and related licenses; (ii) that certain Patent Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent, evidencing Hyster's agreement with respect to the use and disposition of Hyster's patents and related licenses; (iii) that certain Trademark Security Agreement dated as of the Closing Date, executed by Yale in favor of the Agent, evidencing Yale's agreement with respect to the use and disposition of Yale's trademarks and related licenses; and (iv) that certain Patent Security Agreement dated as of the Closing Date, executed by Yale in favor of the Agent, evidencing Yale's agreement with respect to the use and disposition of Yale's patents and related licenses, in each case, as the same may be amended, supplemented or otherwise modified from time to time. "YALE ASSIGNMENT" shall mean that certain Assignment of Beneficial Interest dated as of the Closing Date executed by Yale evidencing the collateral assignment of its interest in that certain Illinois business trust known as Yale Financial Services Trust. "YALE DEED OF CHARGE" shall mean that certain Deed of Charge dated the Closing Date, executed by Yale, evidencing the -4- 5 pledge of stock of Yale Materials Handling Limited, as amended, modified, restated or supplemented from time to time. "YALE INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Yale in favor of the Lenders, evidencing Yale's continuing, unconditional guaranty of payment of the Obligations owing by Hyster, as the same may be amended, supplemented or otherwise modified from time to time. "YALE MORTGAGES" shall mean those certain mortgages and deeds of trust executed by Yale in favor of the Agent, evidencing the mortgage of Yale's interest in real property in New Jersey and North Carolina, as the same have been or may be amended, modified or supplemented from time to time. 2. AMENDMENTS. 2.1. Each and every reference to the "Credit Agreement" as set forth in the Security Documents, including, without limitation, the Security Agreements, the Hyster Mortgages and the Yale Mortgages, shall mean and refer to the Credit Agreement, as the same has been or may be hereafter amended, restated, modified or supplemented from time to time. 3. REAFFIRMATIONS. 3.1. Each Borrower hereby reaffirms its grant of a security interest in the "Collateral" (as defined in the Security Agreements) as security, in the case of Holdings, for the Obligations, and in the case of Hyster and Yale, for the Subsidiary Obligations. 3.2. Holdings hereby reaffirms (i) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the Holdings Pledge Agreement) as security for the "Liabilities", (as defined in the Holdings Pledge Agreement), (ii) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the NACCO I Pledge Agreement) as security for the "Liabilities" (as defined in the NACCO I Pledge Agreement) and (iii) its assignment to the Agent of any and all payments due from "Ameritrust," as trustee under the "Escrow" (as such terms are defined in the Holdings Assignment of Rights), for claims arising under or pursuant to the Hyster Merger Agreement or the Esco Merger Agreement. 3.3. Hyster hereby reaffirms (i) its grant to the Agent of a security interest in the "Collateral" (as defined in the Aircraft Security Agreement) as security for the "Liabilities" (as defined in the Aircraft Security Agreement), (ii) its grant to the Agent of a security interest in the "Security" (as defined in the Hyster Assignment) as security for the "Liabilities" (as defined in the Hyster Assignment), (iii) its grant to the Agent of a security interest in the "Trust Estate" and "Mortgaged Property" (as such terms are defined in -5- 6 the Hyster Mortgages) as security for the "Liabilities" (as defined in the Hyster Mortgages), (iv) its grant to the Agent of a security interest in the "mortgaged property" and the "Accounts Receivable" (as such terms are defined in the Louisiana Documents) as security for the Subsidiary Obligations, (v) its grant of a security interest in the "Pledged Collateral" (as defined in the Pledge Agreements) as security for the "Liabilities" and the "Obligations" (as defined in the Pledge Agreements), and (vi) its grant of a security interest in the Trademarks, goodwill associated with the "Trademarks", "Licenses" relating to the Trademarks, "Patents" and "Licenses" relating to the Patents (as such terms are defined in the Trademark and Patent Security Agreements) as security for the Subsidiary Obligations. 3.4. Hyster hereby reaffirms (i) its grant to the Agent of a security interest in the "Collateral" (as defined in the Australian Pledge Agreement) as security for the "Liabilities" (as defined in the Australian Pledge Agreement), (ii) its grant to the Agent of a security interest in the "Pledged Shares" (as defined in the Netherlands Pledge Agreement) as security for the "Obligations" (as defined in the Netherlands Pledge Agreement), (iii) its grant to the Agent of a security interest in the "Pledged Shares" (as defined in the Hyster Deed of Charge) and all other items set forth in Section 2 of the Hyster Deed of Charge, as security for the "Liabilities" (as defined in the Hyster Deed of Charge) and (iv) its grant to the Agent of a security interest in the "Collateral" (as defined in the Brazilian Pledge Agreement) as security for the "Liabilities" (as defined in the Brazilian Pledge Agreement). 3.5. Yale hereby reaffirms (i) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the Pledge Agreements) as security for the "Liabilities" (as defined in the Pledge Agreements), (ii) its grant of a security interest in the Trademarks, goodwill associated with the "Trademarks", "Licenses" relating to the Trademarks, "Patents" and "Licenses" relating to the Patents (as such terms are defined in the Trademark and Patent Security Agreements) as security for the Subsidiary Obligations, (iii) its grant to the Agent of a security interest in all of Yale's right, title and interest, powers, privileges and other benefits as beneficiary under the "Trust" (as defined in the Yale Assignment) as security for the Subsidiary Obligations and (iv) its grant to the Agent of a security interest in the "Mortgaged Property" and "Trust Estate" (as such terms are defined in the Yale Mortgages) as security for the "Liabilities" (as defined in the Yale Mortgages). 3.6. Yale hereby reaffirms (i) its grant to the Agent of a security interest in the "Pledged Shares" (as defined in the Yale Deed of Charge) and all other items set forth in Section 2 of the Yale Deed of Charge, as security for the "Liabilities" (as defined in the Yale Deed of Charge) and (ii) its grant to the Agent of a security interest in the "Pledged Collateral" (as -6- 7 defined in the Japanese Pledge Agreement) as security for the "Pledgor's Obligations" (as defined in the Japanese Pledge Agreement). 3.7. NACCO hereby reaffirms its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the NACCO Pledge Agreement) as security for the "Liabilities" (as defined in the NACCO Pledge Agreement). 3.8. Holdings hereby reaffirms its guarantee of the Subsidiary Obligations under the Holdings Guaranty, which Holdings Guaranty remains in full force and effect. 3.9. Hyster hereby reaffirms its guarantee of Yale's Obligations under the Hyster Intercompany Guaranty, which Hyster Intercompany Guaranty remains in full force and effect. 3.10. Yale hereby reaffirms its guarantee of Hyster's Obligations under the Yale Intercompany Guaranty, which Yale Intercompany Guaranty remains in full force and effect. 3.11. Each of the Security Parties hereby reaffirms all of the obligations of such Security Party under the Security Documents and acknowledges that, except as expressly amended pursuant to SECTION 2 of this Reaffirmation, the Security Documents remain in full force and effect. 4. GOVERNING LAW. This Reaffirmation shall be governed by and construed in accordance with the laws of the State of New York. 5. HEADINGS. Section headings in this Reaffirmation are included herein for convenience of reference only and shall not constitute a part of this Reaffirmation for any other purpose. 6. COUNTERPARTS. This Reaffirmation may be executed by one or more of the parties to the Reaffirmation on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. -7- 8 IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of the day and year first above written. NACCO INDUSTRIES, INC. By ------------------------------ Title: -------------------------- HYSTER-YALE MATERIALS HANDLING, INC. By ------------------------------ Title: -------------------------- YALE MATERIALS HANDLING CORPORATION By ------------------------------ Title: -------------------------- HYSTER COMPANY By ------------------------------ Title: -------------------------- CITICORP NORTH AMERICA, INC., as Agent By ------------------------------ Title: -------------------------- -8- EX-10.131 6 EXHIBIT 1 EXHIBIT 10(lxxxi) AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 30, 1993 THIS AMENDMENT NO. 1 ("Amendment") is made as of December 31, 1993, among Hyster-Yale Materials Handling, Inc., a Delaware corporation ("Holdings"), Yale Materials Handling Corporation, a Delaware corporation ("Yale"), and Hyster Company, an Oregon corporation, (formerly Hyster Company, a Nevada corporation) ("Hyster") (Holdings, Yale and Hyster are referred to from time to time hereinafter individually as a "Borrower" and collectively as the "Borrowers"), the institutions from time to time party hereto as lenders (collectively, the "Lenders" and individually, a "Lender"), and Citicorp North America, Inc., a Delaware corporation ("Citicorp"), individually and as agent (in such capacity, the "Agent") for the Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement (as defined below). PRELIMINARY STATEMENT: WHEREAS, the Borrowers, the Lenders, the Issuing Banks, and the Agent have entered into that certain Amended and Restated Credit Agreement dated as of July 30, 1993 (as the same has been or hereafter may be amended, modified or supplemented from time to time, the "Credit Agreement"), pursuant to which the Agent and the Lenders have agreed to provide to the Borrowers certain loans and other financial accommodations, subject to the terms and conditions contained therein; WHEREAS, the Borrowers have informed the Agent and the Lenders that (i) Hyster has formed a wholly-owned Subsidiary, Hyster Company, a Delaware corporation, the name of which will be changed to NACCO Materials Handling Group, Inc. in connection with the merger with Yale described in clause (ii) below ("NMHGI"), and (ii) each of Hyster and Yale intend to merge with and into NMHGI, with NMHGI as the surviving corporation (collectively, the "Hyster-Yale Mergers" and individually, the "Hyster Merger" and "Yale Merger", respectively); WHEREAS, NMHGI will succeed to the rights and assume the respective liabilities of each of Hyster and Yale pursuant to the terms of the Hyster-Yale Mergers, including, without limitation, ownership of the assets of each of Hyster and Yale, subject to the Liens granted in favor of the Agent, for the benefit of the Lenders and Issuing Banks, and the Obligations incurred by Hyster and Yale prior to the Hyster-Yale Mergers; 2 WHEREAS, the Borrowers have requested that subsequent to the Hyster-Yale Mergers, NMHGI succeed to the rights and obligations of each of Hyster and Yale under the Credit Agreement, and in connection therewith NMHGI will (i) grant a security interest in favor of the Agent, for the benefit of the Lenders and Issuing Banks, in all of its property as security for such Obligations and (ii) reaffirm the security interests previously granted by Hyster and Yale; WHEREAS, in view of the foregoing, the Borrowers, the Agent and the Lenders have agreed to amend the Credit Agreement, subject to the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Borrowers, the Agent and the Lenders, such parties hereby agree as follows: 1. INCORPORATION OF PRELIMINARY STATEMENT AND EXHIBITS. The Preliminary Statement and EXHIBITS 12.10-A and 12.10-B (attached hereto) are incorporated herein by this reference thereto. 2. AMENDMENT. Subject to the terms and conditions of this Amendment, the Borrowers, the Agent and the Majority Lenders hereby agree to amend the Credit Agreement as follows: 2.1 The definition of "Certificates of Merger" contained in SECTION 1.1 is hereby deleted in its entirety and the following substituted therefor: "'CERTIFICATES OF MERGER' shall mean collectively (i) those certain Articles of Merger, filed with the Secretary of State of Oregon, evidencing the merger of Nacq I with and into Esco; (ii) that certain Certificate of Merger, filed with the Secretary of State of Nevada, evidencing the merger of Nacq II with and into Hyster; (iii) that certain Certificate of Merger, filed with the Secretary of State of Delaware, evidencing the merger of Yale Acq with and into Yale; (iv) that certain Certificate of Merger, filed with the Secretary of State of Delaware, evidencing the merger of Hyster with and into NMHGI; (v) those certain Articles of Merger, filed with the Secretary of State of Oregon, relating to the merger of Hyster with and into NMHGI; and (vi) that certain Certificate of Merger, filed with the Secretary of State of Delaware, evidencing the merger of Yale with and into NMHGI." 2.2 SECTION 1.1 is hereby amended to add the following definitions after the definition "Holdings Guaranty": -2- 3 "'HYSTER' shall mean Hyster Company, an Oregon corporation, prior to the consummation of the merger of Hyster Company with and into NMHGI. 'HYSTER DEALER' shall mean, on and after the consummation of the merger of Hyster with and into NMHGI, a dealer in those NMHGI products and services formerly provided by Hyster." 2.3 SECTION 1.1 is hereby amended to add the following definitions after the definition of "Majority Lenders": "'MASTER NOTES' shall mean the Master Revolving Note and the Master Term Note. 'MASTER REVOLVING NOTE' shall mean a master promissory note evidencing the Revolving Loans executed by NMHGI substantially in the form of EXHIBIT 12.10-A hereto, payable to the order of the Agent, for the benefit of the Lenders. 'Master Term Note' shall mean a master promissory note evidencing the Term Loans executed by Holdings substantially in the form of EXHIBIT 12.10-B hereto, payable to the order of the Agent, for the benefit of the Lenders, in an original principal amount of $164,266,727.22." 2.4 The definition of "Merger Agreements" contained in SECTION 1.1 is hereby deleted in its entirety and the following substituted therefor: "'MERGER AGREEMENTS' shall mean, collectively, (i) that certain Agreement and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale, Nacq I, Esco, Newesco and Hyster, (ii) that certain Agreement and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale, Hyster, Newesco and Nacq II, (iii) that certain Asset Transfer and Liability Assumption Agreement dated as of May 19, 1989 between Esco and Newesco, (iv) that certain Agreement and Plan of Merger dated as of May 24, 1989, among Holdings, Yale and Yale Acq regarding the merger of Yale Acq with and into Yale and the exchange of Yale's shares for shares of Holdings, (v) that certain Assignment Agreement dated as of May 25, 1989, between Holdings and Yale, relating to the sale of the stock of Nacq I to Holdings, (vi) that certain Agreement and Plan of Merger dated as of December 20, 1993 between NMHGI and Hyster regarding the merger of Hyster with and into NMHGI effective on December 31, 1993, and (vii) that certain Agreement of Merger dated as of December 20, 1993 among Holdings, NMHGI and Yale regarding the merger of Yale with and into NMHGI effective on January 1, 1994." 2.5 SECTION 1.1 is hereby amended to add the following definition after the definition of "NMHHC": -3- 4 "'NOTES' shall mean the Master Notes and any other promissory note issued to a Lender pursuant to SECTION 12.10(d)." 2.6 SECTION 1.1 is hereby amended to add the following definition after the definition of "Voting Stock": "'YALE' shall mean Yale Materials Handling Corporation, a Delaware corporation, prior to the consummation of the merger of Yale Materials Handling Corporation with and into NMHGI." 2.7 SECTION 1.1 is hereby amended to add the following definition after the definition of "Yale Acq": 'YALE DEALER' shall mean, on and after the consummation of the merger of Yale with and into NMHGI, a dealer in those NMHGI products and services formerly produced by Yale." 2.8 SECTION 6.2(C) is hereby amended to add the phrase "and, for each of Yale and Hyster for Fiscal Year 1993," in the third line after the phrase "within ninety (90) days after the end of each Fiscal Year of such Borrower". 2.9 SECTION 7.1(C) is hereby amended to delete the last two sentences thereof in their entirety and substitute the following therefor: "The authorized capital stock of NMHGI prior to Hyster's merger with and into NMHGI consists of 10 shares of common stock with no par value all of which 10 shares are fully paid, non-assessable, issued and outstanding and held beneficially and of record by Hyster, free and clear of all Liens, except as otherwise contemplated pursuant to the Loan Documents. Effective January 1, 1994, upon the effectiveness of Yale's merger with and into NMHGI, the authorized capital stock of NMHGI will consist of 20 shares of common stock with no par value, all of which 20 shares will be fully paid, non-assessable, issued and outstanding and held beneficially and of record by Holdings, free and clear of all Liens, except as otherwise contemplated pursuant to the Loan Documents." 2.10 SECTION 12.10 is hereby deleted in its entirety and the following is substituted therefor: "12.10 EVIDENCE OF LOANS. (a) Except as otherwise provided in CLAUSE (D) below, on and after January 1,, 1994, Loans of each Lender shall be evidenced, in the case of Revolving Loans, by a Master Revolving Note, and in the case of Term Loans, by a Master Term Note. (b) The Agent shall hold each of the Master Revolving Note and the Master Term Note for the ratable benefit of -4- 5 each Lender based upon such Lender's Pro Rata Share. The Master Revolving Note shall evidence each Appropriate Lender's Revolving Loans and the Master Term Note shall evidence each Appropriate Lender's Term Loans. (c) The date and amount of each Loan and each repayment or prepayment thereof shall be recorded in the Register maintained by the Agent pursuant to SECTION 10.3(D). The entries made in the Register shall be conclusive and binding for all purposes, absent manifest error. (d) Notwithstanding the foregoing provisions of this SECTION 12.10, each Lender may at any time create a security interest in all or any portion of its rights hereunder (including, without limitation, the Obligations owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. For purposes of facilitating any such pledge, the Borrowers will, promptly upon request of any Lender, execute and deliver to such Lender one or more Notes (in form and substance reasonably satisfactory to the Borrowers and such Lender) evidencing such Lender's Revolving Loan and/or Term Loan, in partial substitution for the applicable Master Notes, and the Agent will thereupon attach an allonge to the applicable Master Notes to indicate that such Lender's Loans are evidenced by the Note(s) issued to such Lender and that the principal amount of Loans evidenced by such Master Note(s) is reduced by the principal amount of such Note(s)." 2.11 SECTION 9.1 is hereby amended to add the following Sections after SECTION 9.1(O): "(p) FOREIGN SUBSIDIARY NAME CHANGES. NMHGI shall fail to deliver to the Agent, promptly after the consummation of (i) the change of the corporate name of Hyster B.V. to NACCO Materials Handling B.V. and (ii) the change of the corporate name of Hyster-Yale Europe Materials Handling Ltd. to NACCO Materials Handling Group, Ltd., substitute share certificates and stock transfer forms; provided, that if perfection of a pledge of capital stock may be effected by noting the Lien thereon in the share registry of such corporation, then evidence of the notation of such Lien on sixty-five percent (65%) of the capital stock of the affected corporation in the share registry shall be deemed to be delivery of the share certificates and stock transfer forms. (q) NMHGI DELIVERIES. NMHGI shall have failed to deliver or cause to be delivered to the Agent on or before February 28, 1994: (i) Date down endorsements extending the effective date of all title policies covering real -5- 6 property owned by each of Hyster and Yale prior to January 1, 1994 with such modifications to the title policies as may be necessary to reflect the Hyster-Yale Mergers; (ii) Good Standing Certificates for NMHGI from the Secretaries of State of Alabama, California, Illinois, Kentucky, Michigan, New Jersey, North Carolina, and Oregon, and, if required by applicable state law, New York, Oklahoma, and Washington; or (iii) Business Activities Reports for NMHGI, appropriate amendments to those reports filed by Hyster and Yale, respectively, or Good Standing Certificates, in Indiana and Minnesota." 3. WAIVER AND CONSENT. Notwithstanding any provision in the Credit Agreement or any other Loan Document to the contrary, effective as of December 31, 1993 upon the satisfaction of the conditions precedent set forth in SECTION 4 below, the undersigned Majority Lenders hereby consent to: (i) The formation by Hyster of Hyster Company, a Delaware corporation, and the change of the corporate name of such entity to NACCO Materials Handling Group, Inc. concurrently with the merger referenced in SECTION 3(III) below. (ii) The merger of Hyster Company effective December 31, 1993 with and into NMHGI, with NMHGI as the surviving corporation. (iii) The merger of Yale Materials Handling Corporation effective January 1, 1994 with and into NMHGI, with NMHGI as the surviving corporation. (iv) The substitution for the existing SCHEDULE 7.1(A)(II) to the Credit Agreement the revised SCHEDULE 7.1(A)(II) as attached hereto as EXHIBIT 3.4. (v) The substitution for the existing Exhibit A to Holdings Pledge Agreement the revised Exhibit A to Holdings Pledge Agreement attached hereto as EXHIBIT 3.5. (vi) The change of the corporate name of Hyster B.V. to NACCO Materials Handling B.V. (vii) The change of the corporate name of Hyster-Yale Europe Materials Handling Ltd. to NACCO Materials Handling Group, Ltd. (viii) NMHGI's adoption and use of the names "Hyster Company" and "Yale Materials Handling Corporation" as assumed or fictitious business names in Alabama, California, Illinois, Kentucky, Michigan, New Jersey, North Carolina and Oregon. -6- 7 4. EFFECTIVENESS OF THIS AMENDMENT; CONDITIONS PRECEDENT. This Amendment shall become effective as of December 31, 1993 provided that the Agent shall have received the following documents on or before January 4, 1994, unless an earlier date is specified below: 4.1 Prior to the consummation of the Hyster-Yale Mergers, and in any event no later than December 30, 1993, the Agent shall have received: a. A fully-executed original of this Amendment executed and delivered on behalf of each of the Borrowers by a duly authorized officer of such Borrowers and by the Majority Lenders. b. A stock certificate representing all of the issued and outstanding capital stock of NMHGI, together with a stock power executed in blank by Hyster. c. UCC financing statements naming NMHGI as debtor executed by NMHGI, amendments and continuation statements executed by NMHGI reflecting the Hyster-Yale Mergers, and continuation statements executed by Holdings as more particularly described on EXHIBIT 4.1 attached hereto. d. Certificate of Incorporation of NMHGI certified by the Secretary of State of Delaware. e. Good Standing Certificate for NMHGI from the Secretary of State of Delaware. f. Certificate of the Secretary of NMHGI, certifying that (1) the Certificate of Incorporation attached thereto as Exhibit A has not been modified since the date of the certification thereof by the Secretary of State of Delaware, (2) the By-laws of NMHGI attached thereto as Exhibit B are complete and in full force and effect (3) the resolutions of the Board of Directors of NMHGI attached thereto as Exhibit C are true and complete and in full force and effect and have not been modified or rescinded since their adoption and (4) the signature(s) of the officer(s) listed thereon is/are their genuine signature(s) and such officer(s) held the office(s) noted thereon on and as of the date when the various documents executed by such officer(s) in connection with Amendment No. 1 and the transactions contemplated therein were executed and delivered on behalf of NMHGI. g. Certificates of the Secretaries or Assistant Secretaries of each of Hyster and Yale certifying that (1) the resolutions attached thereto as Exhibit A are true and complete and in full force and effect and have -7- 8 not been modified or rescinded since their adoption, (2) the Articles or Certificate of Incorporation, as applicable, have not been modified or rescinded since the last certification to the Lenders thereof, and (3) the signature(s) of the officer(s) listed thereon is/are their genuine signature(s) and such officer(s) held the office(s) noted thereon on and as of the date when the various documents executed by such officer(s) in connection with Amendment No. 1 and the transactions contemplated therein were executed and delivered on behalf of Hyster and Yale, respectively. h. Reaffirmation Agreement executed by Holdings, relating to the Guaranty, Pledge Agreement and Security Agreement to which it is a party. i. Reaffirmation and Amendment Agreement executed by NMHGI relating to the Security Agreements, Trademark and Patent Security Agreements, Pledge Agreements and Offshore Pledge Agreements executed by each of Hyster and Yale, and the Collateral Assignment of Beneficial Interest in a Trust dated as of May 26, 1989 executed by Yale. j. A certificate of officers of Holdings, Hyster and Yale stating that all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct before and, subject to the consent provided herein, after giving effect to either of the Hyster-Yale Mergers and no Event of Default or Potential Event of Default has occurred and is continuing. k. Such additional documentation as the Agent may request. 4.2 Promptly upon consummation of the Hyster-Yale Mergers, and in any event no later than January 4, 1994, the Agent shall have received: a. Opinions of Black Helterline, counsel to Holdings, Hyster, Yale and NMHGI, in form and substance satisfactory to the Agent, relating to the Hyster-Yale Mergers. b. Opinions of Jones, Day, Reavis & Pogue, counsel to Holdings, Hyster, Yale and NMHGI, in form and substance satisfactory to the Agent, relating to this Amendment, the Credit Agreement and the other Loan Documents and the effect of the Hyster-Yale Mergers on the Loan Documents. In giving such opinions, Jones, Day, Reavis & Pogue may rely on the opinions of Black Helterline as to the effectiveness of the Hyster-Yale Mergers. -8- 9 c. Certificates of officers of Holdings and NMHGI dated December 31, 1993 and January 1, 1994, respectively, stating that all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct after giving effect to each of the Hyster Merger and the Yale Merger, respectively. d. Certified copies of the Certificate of Merger from the Secretary of State of Delaware and Articles of Merger from the Secretary of State of Oregon relating to the Hyster Merger, and the Certificate of Merger from the Secretary of State of Delaware relating to the Yale Merger. e. Master Revolving Note executed by NMHGI and Master Term Note executed by Holdings. f. A stock certificate representing all of the issued and outstanding capital stock of NMHGI, reflecting NMHGI's corporate name change from Hyster Company to NACCO Materials Handling Group, Inc., together with a stock power executed in blank by Holdings. g. Certificate of Incorporation of NMHGI certified by the Secretary of State of Delaware, as amended through January 1, 1994. h. Good Standing Certificate for NMHGI from the Secretary of State of Delaware reflecting NMHGI's corporate name change from Hyster Company to NACCO Materials Handling Group, Inc. i. Secretary's Certificate from the Secretary of NMHGI certifying that the signature(s) of the officer(s) listed thereon is/are their genuine signature(s) and such officer(s) hold the office(s) noted thereon after the consummation of the Hyster- Yale Mergers. 5. REPRESENTATION AND WARRANTY. Each of Holdings, Hyster and Yale represents and warrants that this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 6. REFERENCE TO AND EFFECT UPON THE LOAN DOCUMENTS. The Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like import shall mean and be a reference to the Credit Agreement as amended hereby and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a -9- 10 reference to the Credit Agreement as amended hereby. Each reference to "Hyster" or "Yale" contained in the Credit Agreement or any other Loan Document shall hereafter mean and be a reference to NMHGI, except in those instances where such references speak as of a date prior to the Hyster-Yale Mergers. Each reference to a "Borrower" or the "Borrowers" contained in the Credit Agreement or any other Loan Document shall hereafter mean Holdings and/or NMHGI, as applicable, except in those instances where such references speak as of a date prior to the Hyster-Yale Mergers, in which case such terms shall refer to Holdings, Hyster and/or Yale, as applicable. 7. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 8. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be an original and each of which together shall constitute one and the same agreement among the parties. Delivery of an executed facsimile copy of any signature page to this Amendment shall be deemed effective as delivery of an executed original. -10- 11 IN WITNESS WHEREOF, this Agreement has been duly executed as of this 31st day of December, 1993. HOLDINGS: HYSTER-YALE MATERIALS HANDLING, INC. By: ------------------------------ Name: Title: Address: P.O. Box 2902 2701 N.W. Vaughn Street Portland, Oregon 97208 Attn: Vice President and Chief Financial Officer Telephone No.: 503-721-6001 Telecopy No.: 503-721-6171 YALE: YALE MATERIALS HANDLING CORPORATION By: ------------------------------ Name: Title: Address: Routes 523 and 31 R.D. No. 3 Flemington, NJ 08822 Attn: Vice President-Finance Telephone No.: 201-788-3100 Telecopy No.: 201-788-3267 HYSTER: HYSTER COMPANY, an Oregon corporation By: ------------------------------ Name: Title: Address: P.O. Box 2902 2701 N.W. Vaughn Street Portland, Oregon 97208 Attn: Vice President and Chief Financial Officer Telephone No.: 503-721-6001 Telecopy No.: 503-721-6171 -11- 12 AGENT: CITICORP NORTH AMERICA, INC., as Agent By: -------------------------- Jeffrey D. Klein Vice President -12- 13 LENDERS: CITICORP NORTH AMERICA, INC. By -------------------------------- Jeffrey D. Klein Vice President -13- 14 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By ------------------------------ Name: Title: -14- 15 THE BANK OF CALIFORNIA, N.A. By -------------------------- Name: Title: -15- 16 THE BANK OF NOVA SCOTIA By ------------------------------ Name: Title: -16- 17 BANK OF SCOTLAND By ------------------------------ Name: Title: -17- 18 CAISSE NATIONALE DE CREDIT AGRICOLE By ----------------------------- Name: Title: -18- 19 CONTINENTAL BANK N.A. By ------------------------ Name: Title: -19- 20 FIRST INTERSTATE BANK OF OREGON By ----------------------------- Name: Title: -20- 21 GIROCREDIT BANK By --------------------------- Name: Title: -21- 22 ISTITUTO BANCARIO SAN PAOLO DI TORINO By ------------------------ Name: Title: -22- 23 LONG-TERM CREDIT BANK OF JAPAN, LTD. By ---------------------------- Name: Title: -23- 24 MELLON BANK N.A. By ------------------------------ Name: Title: -24- 25 NATIONAL CITY BANK By ------------------------------ Name: Title: -25- 26 ROYAL BANK OF CANADA By ----------------------------- Name: Title: -26- 27 STAR BANK, N.A., CINCINNATI By ------------------------------ Name: Title: -27- 28 THE FIRST NATIONAL BANK OF CHICAGO By ------------------------------- Name: Title: -28- 29 UNITED STATES NATIONAL BANK OF OREGON By ------------------------- Name: Title: -29- 30 Acknowledged and agreed to: HYSTER COMPANY, a Delaware corporation By --------------------------- Name: Title: -30- 31 EXHIBIT 3.4 TO AMENDMENT NO.1 Substitute Schedule 7.1(a)(ii) to Credit Agreement Attached. -31- 32 EXHIBIT 3.5 TO AMENDMENT NO.1 Substitute Exhibit A to Holdings Pledge Agreement Attached. -32- 33 EXHIBIT A to HOLDINGS PLEDGE AGREEMENT
Issued and Shares of Capital Outstanding Stock Owned by Shares of List of Pledgor Subject Capital Stock Subsidiaries to Pledge Subject to Pledge - ------------ ----------------- ----------------- NACCO Materials Handling Group, Inc. 20 20
34 EXHIBIT 4.1 TO AMENDMENT NO.1 UCC Financing Statements UCC FILINGS 1. UCC Financing Statements (naming the Agent, for the benefit of the Lenders and Issuing Banks, as Secured Party) filed against each of NACCO Materials Handling Group, Inc. and Hyster Company, a Delaware corporation in the Offices of the: a. Secretary of State of Alabama, California, Illinois, Kentucky, Michigan, New Jersey, North Carolina and Oregon b. Department of State of New York c. Department of Licensing of Washington d. Clerk of Jefferson County, Kentucky e. City Register of Queens County, New York f. Register of Deeds of Caldwell and Pitt Counties, North Carolina g. Recorder of Oklahoma County, Oklahoma 2. UCC Financing Statements (naming the Agent, for the benefit of the Lenders and Issuing Banks, as Secured Party) filed against the assumed or fictitious business names of NMHGI, "Yale Materials Handling Corporation" and "Hyster Company" in the Office of the Secretary of State of Alabama. 3. Fixture Filings (naming the Agent, for the benefit of the Lenders and Issuing Banks, as Secured Party) filed against Hyster Company, a Delaware corporation in the following Offices: a. Recorder of Alameda, Fresno, Kern, Los Angeles and Riverside Counties, California b. Recorder of Deeds of Vermilion County, Illinois c. Clerk of Madison County, Kentucky d. Clerk of Queens County, New York e. Recorder of Conveyances of Multnomah County, Oregon -33- 35 4. Fixture Filings (naming the Agent, for the benefit of the Lenders and Issuing Banks, as Secured Party) filed against NACCO Materials Handling Group, Inc., in the following Offices: a. Recorder of Alameda, Fresno, Kern, Los Angeles and Riverside Counties, California b. Recorder of Deeds of Vermilion County, Illinois c. Clerk of Madison County, Kentucky d. Register of Deeds and Mortgages of Hunterdon County, New Jersey e. Clerk of Queens County, New York f. Register of Deeds of Caldwell and Pitt Counties, North Carolina g. Recorder of Conveyances of Multnomah County, Oregon 5. UCC Amendment/Continuation Statements filed against UCC Financing Statements recorded against each of Hyster Company, Hyster Company, an Oregon corporation and Yale Materials Handling Corporation, amending the debtor's name to NACCO Materials Handling Group, Inc. in the Offices of the: a. Secretary of State of Alabama, California, Illinois, Kentucky, Michigan, New Jersey, North Carolina and Oregon. b. Department of State of New York c. Department of Licensing of Washington d. Clerk of Jefferson County, Kentucky e. City Register of Queens County, New York f. Register of Deeds of Caldwell and Pitt Counties, North Carolina g. Recorder of Oklahoma County, Oklahoma 6. UCC Amendment Statements filed against UCC Financing Statements and Fixture Filings recorded against Hyster Company, a Delaware corporation amending the debtor's name to NACCO Materials Handling Group, Inc. in the Offices of the: -34- 36 a. Secretary of State of Alabama, California, Illinois, Kentucky, Michigan, New Jersey, North Carolina and Oregon. b. Department of State of New York c. Department of Licensing of Washington d. City Register of Queens County, New York e. Register of Deeds of Caldwell and Pitt Counties, North Carolina f. Recorder of Alameda, Fresno, Kern, Los Angeles, and Riverside Counties, California; Oklahoma County, Oklahoma g. Recorder of Deeds of Vermilion County, Illinois h. Clerk of Jefferson and Madison Counties, Kentucky; Queens County, New York i. Recorder of Conveyances of Multnomah County, Oregon 7. UCC Amendment/Continuation Statements filed against Fixture Filings recorded against each of Hyster Company and Hyster Company, an Oregon corporation amending the debtor's name to NACCO Materials Handling Group, Inc. in the following Offices: a. Recorder of Alameda, Fresno, Kern, Los Angeles and Riverside Counties, California b. Recorder of Deeds of Vermilion County, Illinois c. Clerk of Madison County, Kentucky d. Clerk of Queens County, New York e. Recorder of Conveyances of Multnomah County, Oregon 8. UCC Amendment/Continuation Statements filed against Fixture Filings recorded against Yale Materials Handling Corporation amending the debtor's name to NACCO Materials Handling Group, Inc. in the following Offices: a. Register of Deeds and Mortgages of Hunterdon County, New Jersey b. Register of Deeds of Caldwell and Pitt Counties, North Carolina -35- 37 9. UCC Continuation Statements filed against UCC Financing Statements recorded against Holdings in the following Offices: a. Secretary of State of Alabama, California, Illinois, Kentucky, Michigan, New Jersey, North Carolina and Oregon. b. Department of State of New York c. Department of Licensing of Washington d. Clerk of Jefferson County, Kentucky e. City Register of Queens County, New York f. Register of Deeds of Caldwell and Pitt Counties, North Carolina g. Recorder of Oklahoma County, Oklahoma -36- 38 EXHIBIT 12.10-A TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 30, 1993 Form of Master Revolving Note Attached. -37- 39 MASTER REVOLVING NOTE Dated: January 1, 1994 FOR VALUE RECEIVED, the undersigned, NACCO Materials Handling Group, Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Citicorp North America, Inc., as agent (in such capacity, the "Agent") for the Lenders (as defined in the Credit Agreement referred to below) the aggregate principal amount of the Revolving Loans (as defined in the Credit Agreement) made by the Lenders to the Borrower pursuant to the Credit Agreement which is outstanding on the Revolving Credit Termination Date (as defined in the Credit Agreement). Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement. The Borrower further promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates (which shall not exceed the maximum rate permitted by applicable law), and at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Citicorp North America, Inc., as Agent, c/o Citibank, N.A., 399 Park Avenue, New York, New York 10043, Account No. _______ in same day funds. Each Revolving Loan made by the Lenders to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Agent on its books and records. This Master Revolving Note is one of the Notes referred to in, and is entitled to the benefits of, that certain Restated and Amended Credit Agreement dated as of July 30, 1993 (as the same has been or may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") among Hyster-Yale Materials Handling, Inc, the Borrower, the institutions from time to time party thereto as Lenders and Issuing Banks and Citicorp North America, Inc., as Agent for the Lenders and Issuing Banks. The Credit Agreement, among other things (i) provides for the making of Revolving Loans by the Lenders to the Borrower from time to time, the indebtedness of the Borrower resulting from each such Revolving Loan being evidenced by this Master Revolving Note and/or other Notes pursuant to the terms of the Credit Agreement, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. Upon the occurrence of certain Events of Default, the unpaid principal amount evidenced by this Master Revolving Note 40 shall become, and upon the occurrence and continuance of certain other Events of Default, such unpaid principal may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. Demand, presentment, protest and notice of nonpayment are hereby waived by the Borrower. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NACCO MATERIALS HANDLING GROUP, INC. By ---------------------------------- Title: 41 EXHIBIT 12.10-B TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 30, 1993 Form of Master Term Note Attached. -38- 42 MASTER TERM NOTE $164,266,727.22 Dated: January 1, 1994 FOR VALUE RECEIVED, the undersigned, Hyster-Yale Materials Handling, Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of CITICORP NORTH AMERICA, INC., as agent (in such capacity, the "Agent") for the Lenders (as defined in the Credit Agreement referred to below) the aggregate principal amount of $164,266,727.22 in installments as and when set forth in the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement. The Borrower further promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at such interest rates (which shall not exceed the maximum rate permitted by applicable law), and at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Citicorp North America, Inc., as Agent, c/o Citibank, N.A., 399 Park Avenue, New York, New York 10043, Account No. ___________, in same day funds. All payments made on account of principal hereof, shall be recorded by the Lender on its books and records. This Master Term Note is one of the Notes referred to in, and is entitled to the benefits of, that certain Restated and Amended Credit Agreement dated as of July 30, 1993 (as the same has been or may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") among the Borrower, NACCO Materials Handling Group, Inc., a Delaware corporation, the institutions from time to time party thereto as Lenders and Issuing Banks, and Citicorp North America, Inc., as Agent for the Lenders and Issuing Banks. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. Upon the occurrence of certain Events of Default, the unpaid principal amount evidenced by this Promissory Note shall become, and upon the occurrence and continuance of certain other Events of Default, such unpaid principal may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. Demand, presentment, protest and notice of nonpayment are hereby waived by the Borrower. 43 THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. HYSTER-YALE MATERIALS HANDLING, INC. By ---------------------------------- Title: EX-10.132 7 EXHIBIT 1 Exhibit 10(lxxxii) REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT THIS REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT ("Reaffirmation") is dated as of the 31st day of December, 1993, by and among Hyster-Yale Materials Handling, Inc., a Delaware corporation ("Holdings"), Yale Materials Handling Corporation, a Delaware corporation ("Yale"), and Hyster Company, a Delaware corporation, ("H-D"), and Citicorp North America, Inc., a Delaware corporation, as agent (in such capacity, the "Agent") for the Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the "Credit Agreement" (defined below). WITNESSETH: WHEREAS, Holdings, Hyster Company, an Oregon corporation ("Hyster"), Yale, the Lenders, the Issuing Banks and the Agent are parties to that certain Amended and Restated Credit Agreement dated as of July 30, 1993 (as the same has been amended, supplemented or modified prior to the date hereof, the "Original Credit Agreement"); WHEREAS, Holdings, Hyster and Yale requested and the Agent and the Lenders agreed to enter into Amendment No. 1 dated as of December 31, 1993 (the "Amendment") to the Original Credit Agreement (the Original Credit Agreement, as amended by the Amendment, is hereinafter referred to as the "Credit Agreement") in order to permit the merger of Hyster with and into H-D effective December 31, 1993, with H-D as the surviving corporation (after such merger, the "Surviving Corporation"); WHEREAS, in connection with the Original Credit Agreement, each of Holdings, Hyster and Yale executed one or more of the "Security Documents" (as hereinafter defined); and WHEREAS, as a condition to the execution and delivery of the Amendment, the Lenders and the Agent have required, among other things, that Holdings, the Surviving Corporation and Yale (the "Security Parties") enter into this Reaffirmation. NOW THEREFORE, in consideration of the foregoing, the terms and conditions contained herein, and of any loans or extensions of credit heretofore, now or hereafter made to or for the benefit of the Borrowers by the Lenders and the Issuing Banks, the parties hereto hereby agree as follows: 1. DEFINITIONS. Terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement. When used herein, the following terms shall have the following meanings: 2 "AIRCRAFT SECURITY AGREEMENT" shall mean that certain Aircraft Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent with respect to Hyster's aircraft, as amended, modified, restated or supplemented from time to time. "AUSTRALIAN PLEDGE AGREEMENT" shall mean that certain Pledge Agreement dated as of the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster Australia Pty. Limited, as amended, modified, restated or supplemented from time to time. "BRAZILIAN PLEDGE AGREEMENT" shall mean that certain Brazilian Pledge Agreement dated as of the Closing Date, executed by Hyster, evidencing the pledge of stock of Companhia Hyster, now known as Hyster Brasil Ltda., as the same has been or may be amended, modified, restated, supplemented or replaced from time to time. "HOLDINGS ASSIGNMENT OF RIGHTS" shall mean that certain Assignment of Rights to Payment dated as of the Closing Date, executed by Holdings in favor of the Agent, evidencing the assignment to the Agent, as security for the Obligations, of all of Holdings' rights to receive payment under (i) that certain Agreement and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale, Nacq I, Esco, Newesco and Hyster and (ii) that certain Agreement and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale, Hyster, Newesco and NACQ II. "HOLDINGS GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Holdings in favor of the Lenders, evidencing the continuing, unconditional guaranty of payment of the Subsidiary Obligations, as the same may be amended, supplemented or otherwise modified from time to time. "HOLDINGS PLEDGE AGREEMENTS" shall mean (i) that certain Holdings Pledge Agreement dated as of the Closing Date, executed by Holdings in favor of the Agent, for the benefit of the Lenders and the Issuing Banks, relating to the capital stock of Yale and NACCO I Acquisition Corp. and (ii) that certain NACCO I Pledge Agreement dated as of the Closing Date in favor of the Agent for the benefit of the Lenders and the Issuing Banks, relating to the capital stock of Hyster, each as amended, modified, restated or supplemented from time to time. "HYSTER ASSIGNMENT" shall mean that certain Assignment of Rights to Payment dated as of the Closing Date, executed by NACCO I Acquisition Corp., evidencing the assignment to the Agent of all of New Nacq I's rights to receive payment under the Asset Transfer and Liability Assumption Agreement dated as of May 19, 1989 between Esco and Newesco, as security for the Subsidiary Obligations to the Lenders under the Credit Agreement. -2- 3 "HYSTER DEED OF CHARGE" shall mean that certain Deed of Charge dated the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster Europe Limited, as amended, modified, restated or supplemented from time to time. "HYSTER INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Hyster in favor of the Lenders, evidencing Hyster's continuing, unconditional guaranty of payment of the Obligations owing by Yale, as the same may be amended, supplemented or otherwise modified from time to time. "HYSTER MORTGAGES" shall mean those certain mortgages and deeds of trust executed by Hyster in favor of the Agent, evidencing the mortgage of Hyster's interest in real property in California, Illinois, Kentucky and Oregon, as the same have been or may be amended, modified or supplemented from time to time. "HYSTER SECURITY AGREEMENT" shall mean the Security Agreement executed by Hyster. "JAPANESE PLEDGE AGREEMENT" shall mean that certain Pledge Agreement dated as of the Closing Date, executed by Yale, evidencing the pledge of stock of Sumitomo Yale Company, Ltd, as amended, modified, restated or supplemented from time to time. "LOUISIANA DOCUMENTS" shall mean that certain Collateral Mortgage and Collateral Chattel Mortgage, Collateral Mortgage and Collateral Chattel Mortgage Note, Notice of Assignment, resolutions of the Board of Directors of Hyster, Pledge and Assignment Agreement and Collateral Assignment of Leases and Rents executed by Hyster, evidencing Hyster's pledge of its real and personal property in the state of Louisiana as security for Hyster's Obligations under the Credit Agreement, as amended, modified, restated or supplemented from time to time. "NETHERLANDS PLEDGE AGREEMENT" shall mean that certain Instrument of Pledge dated as of the Closing Date, executed by Hyster and Hyster, B.V., evidencing the pledge of stock of Hyster, B.V., as amended, modified, restated or supplemented from time to time. "PLEDGE AGREEMENTS" shall mean, collectively, all of the Pledge Agreements dated as of the Closing Date between Hyster or Yale and the Agent relating to (i) the capital stock of each domestic Subsidiary of each of Hyster and Yale and (ii) any other Securities owned by each of Hyster and Yale, as such Pledge Agreements may be amended, supplemented or otherwise modified from time to time. "SECURITY AGREEMENTS" shall mean the Security Agreements dated as of the Closing Date, executed and delivered by Holdings, Yale and Hyster, substantially in the forms of Exhibits 1.1-A, 1.1-B and 1.1-C to the Credit Agreement, as the -3- 4 same may be amended, supplemented or otherwise modified from time to time. "SECURITY DOCUMENTS" shall mean the Aircraft Security Agreement, the Holdings Assignment of Rights, the Holdings Guaranty, the Holdings Pledge Agreements, the Hyster Assignment, the Hyster Intercompany Guaranty, the Hyster Mortgages, the Louisiana Documents, the NACCO Pledge Agreement, the Australian Pledge Agreement, the Brazilian Pledge Agreement, the Hyster Deed of Charge, the Japanese Pledge Agreement, the Netherlands Pledge Agreement, the Yale Deed of Charge, the Pledge Agreements, the Security Agreements, the Trademark and Patent Security Agreements, the Yale Assignment and the Yale Mortgages, and any other agreements, instruments or other documents executed in connection therewith. "TRADEMARK AND PATENT SECURITY AGREEMENTS" shall mean collectively (i) that certain Trademark Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent, evidencing Hyster's agreement with respect to the use and disposition of Hyster's trademarks and related licenses; (ii) that certain Patent Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent, evidencing Hyster's agreement with respect to the use and disposition of Hyster's patents and related licenses; (iii) that certain Trademark Security Agreement dated as of the Closing Date, executed by Yale in favor of the Agent, evidencing Yale's agreement with respect to the use and disposition of Yale's trademarks and related licenses; and (iv) that certain Patent Security Agreement dated as of the Closing Date, executed by Yale in favor of the Agent, evidencing Yale's agreement with respect to the use and disposition of Yale's patents and related licenses, in each case, as the same may be amended, supplemented or otherwise modified from time to time. "YALE ASSIGNMENT" shall mean that certain Assignment of Beneficial Interest dated as of the Closing Date executed by Yale evidencing the collateral assignment of its interest in that certain Illinois business trust known as Yale Financial Services Trust. "YALE DEED OF CHARGE" shall mean that certain Deed of Charge dated the Closing Date, executed by Yale, evidencing the pledge of stock of Yale Materials Handling Limited, as amended, modified, restated or supplemented from time to time. "YALE INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Yale in favor of the Lenders, evidencing Yale's continuing, unconditional guaranty of payment of the Obligations owing by Hyster, as the same may be amended, supplemented or otherwise modified from time to time. "YALE MORTGAGES" shall mean those certain mortgages and deeds of trust executed by Yale in favor of the Agent, evidencing -4- 5 the mortgage of Yale's interest in real property in New Jersey and North Carolina, as the same have been or may be amended, modified or supplemented from time to time. 2. AMENDMENTS. 2.1. Each and every reference to "Hyster" as set forth in the Security Documents shall mean and refer to the Surviving Corporation. 3. REAFFIRMATIONS. 3.1. Each of Holdings and Yale hereby reaffirms its grant of a security interest in the "Collateral" (as defined in the Security Agreements) as security, in the case of Holdings, for the Obligations, and in the case of Yale, for the Subsidiary Obligations. 3.2. (a) The Surviving Corporation hereby reaffirms Hyster's grant of a security interest in the "Collateral" (as defined in the Hyster Security Agreement) as security for the Subsidiary Obligations. (b) The Surviving Corporation hereby grants a security interest in all of its "Accounts", "Inventory", "Equipment", "General Intangibles" (as such terms are defined in the Hyster Security Agreement) and all other property as more particularly described in the definition of "Collateral" contained in the Hyster Security Agreement, and agrees to be bound by all of the terms and conditions of the Hyster Security Agreement as though the Surviving Corporation executed the Hyster Security Agreement on the date hereof. 3.3. Holdings hereby reaffirms (i) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the Holdings Pledge Agreement) as security for the "Liabilities", (as defined in the Holdings Pledge Agreement), (ii) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the NACCO I Pledge Agreement) as security for the "Liabilities" (as defined in the NACCO I Pledge Agreement) and (iii) its assignment to the Agent of any and all payments due from "Ameritrust," as trustee under the "Escrow" (as such terms are defined in the Holdings Assignment of Rights), for claims arising under or pursuant to the Hyster Merger Agreement or the Esco Merger Agreement. 3.4. The Surviving Corporation hereby reaffirms (i) Hyster's grant to the Agent of a security interest in the "Collateral" (as defined in the Aircraft Security Agreement) as security for the "Liabilities" (as defined in the Aircraft Security Agreement), (ii) Hyster's grant to the Agent of a security interest in the "Security" (as defined in the Hyster Assignment) as security for the "Liabilities" (as defined in the Hyster Assignment), (iii) Hyster's grant to the Agent of a -5- 6 security interest in the "Trust Estate" and "Mortgaged Property" (as such terms are defined in the Hyster Mortgages) as security for the "Liabilities" (as defined in the Hyster Mortgages), (iv) Hyster's grant to the Agent of a security interest in the "mortgaged property" and the "Accounts Receivable" (as such terms are defined in the Louisiana Documents) as security for the Subsidiary Obligations, (v) Hyster's grant of a security interest in the "Pledged Collateral" (as defined in the Pledge Agreements) as security for the "Liabilities" and the "Obligations" (as defined in the Pledge Agreements), and (vi) Hyster's grant of a security interest in the Trademarks, goodwill associated with the "Trademarks", "Licenses" relating to the Trademarks, "Patents" and "Licenses" relating to the Patents (as such terms are defined in the Trademark and Patent Security Agreements) as security for the Subsidiary Obligations. 3.5. The Surviving Corporation hereby reaffirms (i) Hyster's grant to the Agent of a security interest in the "Collateral" (as defined in the Australian Pledge Agreement) as security for the "Liabilities" (as defined in the Australian Pledge Agreement), (ii) Hyster's grant to the Agent of a security interest in the "Pledged Shares" (as defined in the Netherlands Pledge Agreement) as security for the "Obligations" (as defined in the Netherlands Pledge Agreement), (iii) Hyster's grant to the Agent of a security interest in the "Pledged Shares" (as defined in the Hyster Deed of Charge) and all other items set forth in Section 2 of the Hyster Deed of Charge, as security for the "Liabilities" (as defined in the Hyster Deed of Charge) and (iv) Hyster's grant to the Agent of a security interest in the "Collateral" (as defined in the Brazilian Pledge Agreement) as security for the "Liabilities" (as defined in the Brazilian Pledge Agreement). 3.6. Yale hereby reaffirms (i) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the Pledge Agreements) as security for the "Liabilities" (as defined in the Pledge Agreements), (ii) its grant of a security interest in the Trademarks, goodwill associated with the "Trademarks", "Licenses" relating to the Trademarks, "Patents" and "Licenses" relating to the Patents (as such terms are defined in the Trademark and Patent Security Agreements) as security for the Subsidiary Obligations, (iii) its grant to the Agent of a security interest in all of Yale's right, title and interest, powers, privileges and other benefits as beneficiary under the "Trust" (as defined in the Yale Assignment) as security for the Subsidiary Obligations and (iv) its grant to the Agent of a security interest in the "Mortgaged Property" and "Trust Estate" (as such terms are defined in the Yale Mortgages) as security for the "Liabilities" (as defined in the Yale Mortgages). 3.7. Yale hereby reaffirms (i) its grant to the Agent of a security interest in the "Pledged Shares" (as defined in the Yale Deed of Charge) and all other items set forth in Section 2 of the Yale Deed of Charge, as security for the "Liabilities" (as -6- 7 defined in the Yale Deed of Charge) and (ii) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the Japanese Pledge Agreement) as security for the "Pledgor's Obligations" (as defined in the Japanese Pledge Agreement). 3.8. Holdings hereby reaffirms its guarantee of the Subsidiary Obligations under the Holdings Guaranty, which Holdings Guaranty remains in full force and effect. 3.9. The Surviving Corporation hereby reaffirms Hyster's guarantee of Yale's Obligations under the Hyster Intercompany Guaranty, which Hyster Intercompany Guaranty remains in full force and effect. 3.10. Yale hereby reaffirms its guarantee of Hyster's Obligations under the Yale Intercompany Guaranty, which Yale Intercompany Guaranty remains in full force and effect and acknowledges and agrees that such guarantee shall be, effective as of the date hereof, a guarantee of all of the Surviving Corporation's Obligations. 3.11. Each of the Security Parties hereby reaffirms (a) all of the obligations of such Security Party under the Security Documents and acknowledges that, except as expressly amended pursuant to Section 2 of this Reaffirmation, the Security Documents remain in full force and effect and (b) all other Loan Documents either previously executed by such Security Party or by its predecessor. 4. GOVERNING LAW. This Reaffirmation shall be governed by and construed in accordance with the laws of the State of New York. 5. HEADINGS. Section headings in this Reaffirmation are included herein for convenience of reference only and shall not constitute a part of this Reaffirmation for any other purpose. 6. COUNTERPARTS. This Reaffirmation may be executed by one or more of the parties to the Reaffirmation on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed facsimile copy of any signature page to this Reaffirmation shall be deemed effective as delivery of an executed original. -7- 8 IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of the day and year first above written. HYSTER-YALE MATERIALS HANDLING, INC. By ------------------------- Title: --------------------- YALE MATERIALS HANDLING CORPORATION By ------------------------- Title: --------------------- HYSTER COMPANY, a Delaware corporation By ------------------------- Title: --------------------- CITICORP NORTH AMERICA, INC., as Agent By ------------------------- Title: --------------------- -8- EX-10.133 8 EXHIBIT 1 Exhibit 10(lxxxiii) REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT THIS REAFFIRMATION, AMENDMENT AND ACKNOWLEDGEMENT ("Reaffirmation") is dated as of the 1st day of January, 1994, by and among Hyster-Yale Materials Handling, Inc., a Delaware corporation ("Holdings"), NACCO Materials Handling Group, Inc., a Delaware corporation (formerly known as Hyster Company), and Citicorp North America, Inc., a Delaware corporation, as agent (in such capacity, the "Agent") for the Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the "Credit Agreement" (defined below). WITNESSETH: WHEREAS, Holdings, Hyster Company, an Oregon corporation ("Hyster"), Yale Materials Handling Corporation ("Yale"), the Lenders, the Issuing Banks and the Agent are parties to that certain Amended and Restated Credit Agreement dated as of July 30, 1993 (as the same has been amended, supplemented or modified prior to the date hereof, the "Original Credit Agreement"); WHEREAS, Holdings, Hyster and Yale requested and the Agent and the Lenders agreed to enter into Amendment No. 1 dated as of December 31, 1993 (the "Amendment") to the Original Credit Agreement (the Original Credit Agreement, as amended by the Amendment, is hereinafter referred to as the "Credit Agreement") in order to permit (i) the merger of Hyster with and into Hyster Company, a Delaware corporation, effective December 31, 1993, with Hyster Company, a Delaware corporation as the surviving corporation (after such merger, "H-D"), (ii) the merger of Yale with and into H-D, effective January 1, 1994, with H-D as the surviving corporation (the "Yale Merger"), and (iii) the change of the corporate name of H-D to NACCO Materials Handling Group, Inc. ("NMHGI") after the consummation of the Yale Merger; WHEREAS, in connection with the Original Credit Agreement, each of Holdings, Hyster and Yale executed one or more of the "Security Documents" (as hereinafter defined); and WHEREAS, as a condition to the execution and delivery of the Amendment, the Lenders and the Agent have required, among other things, that Holdings and NMHGI (the "Security Parties") enter into this Reaffirmation. NOW THEREFORE, in consideration of the foregoing, the terms and conditions contained herein, and of any loans or extensions of credit heretofore, now or hereafter made to or for the benefit of the Borrowers by the Lenders and the Issuing Banks, the parties hereto hereby agree as follows: 2 1. DEFINITIONS. Terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement. When used herein, the following terms shall have the following meanings: "AIRCRAFT SECURITY AGREEMENT" shall mean that certain Aircraft Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent with respect to Hyster's aircraft, as amended, modified, restated or supplemented from time to time. "AUSTRALIAN PLEDGE AGREEMENT" shall mean that certain Pledge Agreement dated as of the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster Australia Pty. Limited, as amended, modified, restated or supplemented from time to time. "BRAZILIAN PLEDGE AGREEMENT" shall mean that certain Brazilian Pledge Agreement dated as of the Closing Date, executed by Hyster, evidencing the pledge of stock of Companhia Hyster, now known as Hyster Brasil Ltda., as the same has been or may be amended, modified, restated, supplemented or replaced from time to time. "HOLDINGS ASSIGNMENT OF RIGHTS" shall mean that certain Assignment of Rights to Payment dated as of the Closing Date, executed by Holdings in favor of the Agent, evidencing the assignment to the Agent, as security for the Obligations, of all of Holdings' rights to receive payment under (i) that certain Agreement and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale, Nacq I, Esco, Newesco and Hyster and (ii) that certain Agreement and Plan of Merger dated as of April 7, 1989 executed among NACCO, Yale, Hyster, Newesco and NACQ II. "HOLDINGS GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Holdings in favor of the Lenders, evidencing the continuing, unconditional guaranty of payment of the Subsidiary Obligations, as the same may be amended, supplemented or otherwise modified from time to time. "HOLDINGS PLEDGE AGREEMENTS" shall mean (i) that certain Holdings Pledge Agreement dated as of the Closing Date, executed by Holdings in favor of the Agent, for the benefit of the Lenders and the Issuing Banks, relating to the capital stock of Yale and NACCO I Acquisition Corp. and (ii) that certain NACCO I Pledge Agreement dated as of the Closing Date in favor of the Agent for the benefit of the Lenders and the Issuing Banks, relating to the capital stock of Hyster, each as amended, modified, restated or supplemented from time to time. "HYSTER ASSIGNMENT" shall mean that certain Assignment of Rights to Payment dated as of the Closing Date, executed by NACCO I Acquisition Corp., evidencing the assignment to the Agent -2- 3 of all of New Nacq I's rights to receive payment under the Asset Transfer and Liability Assumption Agreement dated as of May 19, 1989 between Esco and Newesco, as security for the Subsidiary Obligations to the Lenders under the Credit Agreement. "HYSTER DEED OF CHARGE" shall mean that certain Deed of Charge dated the Closing Date, executed by Hyster, evidencing the pledge of stock of Hyster Europe Limited, as amended, modified, restated or supplemented from time to time. "HYSTER INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Hyster in favor of the Lenders, evidencing Hyster's continuing, unconditional guaranty of payment of the Obligations owing by Yale, as the same may be amended, supplemented or otherwise modified from time to time. "HYSTER MORTGAGES" shall mean those certain mortgages and deeds of trust executed by Hyster in favor of the Agent, evidencing the mortgage of Hyster's interest in real property in California, Illinois, Kentucky and Oregon, as the same have been or may be amended, modified or supplemented from time to time. "YALE SECURITY AGREEMENT" shall mean the Security Agreement executed by Yale. "JAPANESE PLEDGE AGREEMENT" shall mean that certain Pledge Agreement dated as of the Closing Date, executed by Yale, evidencing the pledge of stock of Sumitomo Yale Company, Ltd, as amended, modified, restated or supplemented from time to time. "LOUISIANA DOCUMENTS" shall mean that certain Collateral Mortgage and Collateral Chattel Mortgage, Collateral Mortgage and Collateral Chattel Mortgage Note, Notice of Assignment, resolutions of the Board of Directors of Hyster, Pledge and Assignment Agreement and Collateral Assignment of Leases and Rents executed by Hyster, evidencing Hyster's pledge of its real and personal property in the state of Louisiana as security for Hyster's Obligations under the Credit Agreement, as amended, modified, restated or supplemented from time to time. "NETHERLANDS PLEDGE AGREEMENT" shall mean that certain Instrument of Pledge dated as of the Closing Date, executed by Hyster and Hyster, B.V., evidencing the pledge of stock of Hyster, B.V., as amended, modified, restated or supplemented from time to time. "PLEDGE AGREEMENTS" shall mean, collectively, all of the Pledge Agreements dated as of the Closing Date between Hyster or Yale and the Agent relating to (i) the capital stock of each domestic Subsidiary of each of Hyster and Yale and (ii) any other Securities owned by each of Hyster and Yale, as such Pledge Agreements may be amended, supplemented or otherwise modified from time to time. -3- 4 "SECURITY AGREEMENTS" shall mean the Security Agreements dated as of the Closing Date, executed and delivered by Holdings, Yale and Hyster, substantially in the forms of EXHIBITS 1.1-A, 1.1-B and 1.1-C to the Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "SECURITY DOCUMENTS" shall mean the Aircraft Security Agreement, the Holdings Assignment of Rights, the Holdings Guaranty, the Holdings Pledge Agreements, the Hyster Assignment, the Hyster Intercompany Guaranty, the Hyster Mortgages, the Louisiana Documents, the NACCO Pledge Agreement, the Australian Pledge Agreement, the Brazilian Pledge Agreement, the Hyster Deed of Charge, the Japanese Pledge Agreement, the Netherlands Pledge Agreement, the Yale Deed of Charge, the Pledge Agreements, the Security Agreements, the Trademark and Patent Security Agreements, the Yale Assignment and the Yale Mortgages, and any other agreements, instruments or other documents executed in connection therewith. "TRADEMARK AND PATENT SECURITY AGREEMENTS" shall mean collectively (i) that certain Trademark Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent, evidencing Hyster's agreement with respect to the use and disposition of Hyster's trademarks and related licenses; (ii) that certain Patent Security Agreement dated as of the Closing Date, executed by Hyster in favor of the Agent, evidencing Hyster's agreement with respect to the use and disposition of Hyster's patents and related licenses; (iii) that certain Trademark Security Agreement dated as of the Closing Date, executed by Yale in favor of the Agent, evidencing Yale's agreement with respect to the use and disposition of Yale's trademarks and related licenses; and (iv) that certain Patent Security Agreement dated as of the Closing Date, executed by Yale in favor of the Agent, evidencing Yale's agreement with respect to the use and disposition of Yale's patents and related licenses, in each case, as the same may be amended, supplemented or otherwise modified from time to time. "YALE ASSIGNMENT" shall mean that certain Assignment of Beneficial Interest dated as of the Closing Date executed by Yale evidencing the collateral assignment of its interest in that certain Illinois business trust known as Yale Financial Services Trust. "YALE DEED OF CHARGE" shall mean that certain Deed of Charge dated the Closing Date, executed by Yale, evidencing the pledge of stock of Yale Materials Handling Limited, as amended, modified, restated or supplemented from time to time. "YALE INTERCOMPANY GUARANTY" shall mean that certain Guaranty dated the Closing Date, executed by Yale in favor of the Lenders, evidencing Yale's continuing, unconditional guaranty of -4- 5 payment of the Obligations owing by Hyster, as the same may be amended, supplemented or otherwise modified from time to time. "YALE MORTGAGES" shall mean those certain mortgages and deeds of trust executed by Yale in favor of the Agent, evidencing the mortgage of Yale's interest in real property in New Jersey and North Carolina, as the same have been or may be amended, modified or supplemented from time to time. "YALE SECURITY AGREEMENT" shall mean the Security Agreement executed by Yale. 2. AMENDMENTS. 2.1. Each and every reference to "Yale" as set forth in the Security Documents shall mean and refer to NMHGI. 3. REAFFIRMATIONS. 3.1. Each of Holdings and NMHGI hereby reaffirms its grant of a security interest in the "Collateral" (as defined in the Security Agreements, including, without limitation, the Yale Security Agreement) as security, in the case of Holdings, for the Obligations, and in the case of NMHGI, for the Subsidiary Obligations. 3.2. Holdings hereby reaffirms (i) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the Holdings Pledge Agreement) as security for the "Liabilities", (as defined in the Holdings Pledge Agreement), (ii) its grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the NACCO I Pledge Agreement) as security for the "Liabilities" (as defined in the NACCO I Pledge Agreement) and (iii) its assignment to the Agent of any and all payments due from "Ameritrust," as trustee under the "Escrow" (as such terms are defined in the Holdings Assignment of Rights), for claims arising under or pursuant to the Hyster Merger Agreement or the Esco Merger Agreement. 3.3. NMHGI hereby reaffirms (i) Yale's grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the Pledge Agreements) as security for the "Liabilities" (as defined in the Pledge Agreements), (ii) Yale's grant of a security interest in the Trademarks, goodwill associated with the "Trademarks", "Licenses" relating to the Trademarks, "Patents" and "Licenses" relating to the Patents (as such terms are defined in the Trademark and Patent Security Agreements) as security for the Subsidiary Obligations, (iii) Yale's grant to the Agent of a security interest in all of Yale's right, title and interest, powers, privileges and other benefits as beneficiary under the "Trust" (as defined in the Yale Assignment) as security for the Subsidiary Obligations and (iv) -5- 6 Yale's grant to the Agent of a security interest in the "Mortgaged Property" and "Trust Estate" (as such terms are defined in the Yale Mortgages) as security for the "Liabilities" (as defined in the Yale Mortgages). 3.4. NMHGI hereby reaffirms (i) Yale's grant to the Agent of a security interest in the "Pledged Shares" (as defined in the Yale Deed of Charge) and all other items set forth in Section 2 of the Yale Deed of Charge, as security for the "Liabilities" (as defined in the Yale Deed of Charge) and (ii) Yale's grant to the Agent of a security interest in the "Pledged Collateral" (as defined in the Japanese Pledge Agreement) as security for the "Pledgor's Obligations" (as defined in the Japanese Pledge Agreement). 3.5. Holdings hereby reaffirms its guarantee of the Subsidiary Obligations under the Holdings Guaranty, which Holdings Guaranty remains in full force and effect. 3.6. Each of the Security Parties hereby reaffirms (a) all of the obligations of such Security Party under the Security Documents and acknowledges that, except as expressly amended pursuant to SECTION 2 of this Reaffirmation, the Security Documents remain in full force and effect and (b) all other Loan Documents either previously executed by such Security Party or by its predecessor. 4. GOVERNING LAW. This Reaffirmation shall be governed by and construed in accordance with the laws of the State of New York. 5. HEADINGS. Section headings in this Reaffirmation are included herein for convenience of reference only and shall not constitute a part of this Reaffirmation for any other purpose. 6. COUNTERPARTS. This Reaffirmation may be executed by one or more of the parties to the Reaffirmation on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. -6- 7 IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of the day and year first above written. HYSTER-YALE MATERIALS HANDLING, INC. By ------------------------- Title: --------------------- NACCO MATERIALS HANDLING GROUP, INC. By ------------------------- Title: --------------------- CITICORP NORTH AMERICA, INC., as Agent By ------------------------- Title: --------------------- -7- EX-10.134 9 EXHIBIT 1 Exhibit 10(lxxxiv) AMENDMENT NO. 1 TO THE HYSTER-YALE PROFIT SHARING PLAN Hyster Company hereby adopts this Amendment No. 1 to the Hyster-Yale Profit Sharing Plan (as amended and restated effective November 1, 1992) (the "Plan"), effective as of the dates indicated herein. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. SECTION 1 Effective as of November 1, 1992, Section 1.1(9) (a) of the Plan is hereby amended in its entirety to read as follows: "(a) Pay received by an Employee from Controlled Group Members as base pay, overtime, performance bonuses, commissions, shift differentials, vacation, holiday and sick pay (including short term disability pay) and any pretax contributions for other benefits which satisfy the requirements of Sections 401(k), 125 or 129 of the Code. Compensation shall not include any other forms of pay, including (without limitation) amounts awarded or credited under the Hyster-Yale Materials Handling, Inc. Long Term Incentive Compensation Plan, the value of perquisites, imputed income, moving allowances or severance payments." SECTION 2 Effective as of November 1, 1992, the first sentence of Section 1.1(9) (b) of the Plan is hereby amended in its entirety to read as follows: "Notwithstanding the provisions of Subsection (a) of this Section, effective as of January 1, 1989, Compensation in excess of the limitation contained in Section 401(a) (17) of the Code shall not be taken into account for any purpose under the Plan." SECTION 3 Effective as of January 1, 1993, Section 3.6(1) of the Plan is hereby amended in its entirety to read as follows: "(1) The Trustee, at the direction of the Administrative Committee, shall receive and thereafter hold and administer as part of the Trust Fund for a Covered Employee cash which shall have been distributed to the Covered Employee, from a trust held under another plan in which the Covered Employee participated, or an individual retirement account described in Code Section 408(d)(3)(A)(ii), in a distribution which 2 constitutes an "eligible rollover distribution" under Code Section 401(a) (31) or Code Section 402(c) (4) (a "Rollover Contribution"). The Administrative Committee shall adopt, and may amend from time to time general rules of uniform application which shall govern the administration of Rollover Contributions." SECTION 4 Effective as of November 1, 1992, Section 3.11(2) of the Plan is hereby deleted in its entirety and Sections 3.11(3) and 3.11(4) of the Plan are hereby renumbered as Sections 3.11(2) and 3.11(3), respectively. SECTION 5 Effective as of November 1, 1992, Section 6.4(4) of the Plan is hereby amended in its entirety to read as follows: "(4) If a Participant whose Termination of Employment occurs under the circumstances covered by Subsection (1) of this Section is rehired as an Employee (including a Participant who terminated employment prior to November 1, 1992 and is rehired on or after such date), an amount equal to the amount forfeited under the preceding Subsections of this Section (or under a corresponding Section of a Prior Plan) shall be restored to his Account immediately upon his reemployment as an Employee." SECTION 6 Effective as of January 1, 1993, Section 6.9(2) of the Plan as hereby amended by adding the following sentences to the end thereof: "Notwithstanding the foregoing, to the extent required under Section 401(a) (31) of the Code, a Participant or Beneficiary (provided such Beneficiary is a Spouse) may elect to directly transfer a distribution from the Plan which satisfies the requirements of an "eligible rollover distribution" under Sections 401(a) (31) or 402(c) (4) of the Code into an eligible retirement plan. The Administrative Committee shall adopt, and may amend from time to time, rules of uniform application governing such direct transfers." SECTION 7 Effective as of November 1, 1992, Section 6.10(4) (d) (iii) of the Plan is hereby amended by deleting the parenthetical phrase "(in six month increments)" and replacing it with the phrase "(in one month increments)." 2 3 SECTION 8 Effective as of November 1, 1992, the fourth sentence of Section 11.1 of the Plan is hereby amended by deleting the parenthetical phrase "(who shall be a member of the Committee)" and replacing it with the phrase "(who need not be a member of such Committee)". SECTION 9 Effective as of November 1, 1992, Section 14.1 of the Plan is hereby amended by replacing the phrase "by action of its Board of Directors" with the phrase "by action of the Nominating, Organization and Compensation Committee of its Board of Directors" each time it appears in such Section. SECTION 10 Effective as of November 1, 1992, the first sentence of Section 14.2 of the Plan and the second sentence of Section 15.1(2) of the Plan are hereby amended by deleting the phrase "on the order of its Board of Directors" therefrom. SECTION 11 Effective as of November 1, 1992, Section 15.1(1) of the Plan is hereby amended by inserting the phrase "the Nominating, Organization and Compensation Committee of" prior to the phrase "its Board of Directors" each time it appears in such Section. Executed this 13th day of May, 1993. HYSTER COMPANY By: /s/ Bergen I. Bull --------------------------------------- Title: VICE PRESIDENT - CORPORATE ADMINISTRATION GENERAL COUNSEL & SECRETARY 3 EX-10.135 10 EXHIBIT 1 Exhibit 10(lxxxv) AMENDMENT NO. 2 TO THE HYSTER-YALE PROFIT SHARING PLAN Hyster Company hereby adopts this Amendment No. 2 to the Hyster-Yale Profit Sharing Plan (as amended and restated effective November 1, 1992) (the "Plan"), effective as of January 1, 1994, except as otherwise specifically provided herein. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. SECTION 1 The first paragraph of the Preamble to the Plan is hereby amended (i) by deleting the first and last sentences thereof, and (ii) by adding the following new sentence to the end thereof: "Effective January 1, 1994, the name of the Plan was changed from the "Hyster-Yale Profit Sharing Plan" to the "NACCO Materials Handling Group, Inc. Profit Sharing Plan." SECTION 2 Section 1.1(8) of the Plan is hereby amended in its entirety to read as follows: "(8) Company: NACCO Materials Handling Group, Inc. and its predecessors and successors." SECTION 3 The second sentence of Section 1.1(9)(a) of the Plan is hereby amended in its entirety to read as follows: "Notwithstanding the foregoing, Compensation shall not include amounts awarded or credited under any long term incentive compensation plan, the value of perquisites, imputed income, severance payments or any other forms of compensation." 1 2 SECTION 4 Effective as of December 31, 1993, the last sentence of Section 1.1(17) of the Plan is hereby amended in its entirety to read as follows: "As of December 31, 1993, the Employers under the Plan were the Company, Yale Materials Handling Corporation and NACCO Industries, Inc." SECTION 5 The last sentence of Section 1.1(17) of the Plan is hereby amended in its entirety to read as follows: "As of January 1, 1994, the Employers under the Plan were the Company and NACCO Industries, Inc." SECTION 6 The first sentence of Section 1.1(23)(a) of the Plan is hereby amended by adding the following phrase to the beginning thereof: "Unless the Company elects one of the simplified methods contained in Code Section 414(q)(12) or Revenue Procedure 93-42,". SECTION 7 The first sentence of Section 1.1(34) of the Plan is hereby amended in its entirety to read as follows: "The NACCO Materials Handling Group, Inc. Profit Sharing Plan, the terms and provisions of which are herein set forth, as the same may be amended, supplemented or restated from time to time." SECTION 8 Effective as of December 31, 1993, Section 1.1(40) of the Plan is hereby amended in its entirety to read as follows: "(40) Profit Sharing Employee: A Covered Employee who (a) is an Employee of Yale Materials Handling Corporation, (b) is an Employee of the Company who first performs an Hour of Service on or after July 1, 1992 and who is classified in salary grades 27 and above, or (c) is a salaried Employee of NACCO 2 3 Industries, Inc., except as otherwise provided in the Instrument of Adoption executed by NACCO Industries, Inc." SECTION 9 Section 1.1(40) of the Plan is hereby amended in its entirety to read as follows: "(40) Profit Sharing Employee: A Covered Employee who is (a) an Employee of the Company who is employed at (or reports to) its Flemington, New Jersey, Greenville, North Carolina or Lenoir, North Carolina facilities, (b) an Employee of the Company who first performs an Hour of Service on or after July 1, 1992 and who is classified in salary grades 27 and above or (c) a salaried Employee of NACCO Industries, Inc., except as otherwise provided in the Instrument of Adoption executed by NACCO Industries, Inc." SECTION 10 Section 1.1(52)(b) of the Plan is hereby amended by adding the following sentence to the end thereof: "Notwithstanding the foregoing, in the event that an Employee was not a Participant in the Plan or any of the Prior Plans, the Employee shall be credited with one year of Vesting Service for each calendar year prior to January 1, 1992 during which he was credited with at least 1,000 Hours of Service." SECTION 11 Effective December 31, 1993, Section 2.3 of the Plan is hereby amended by deleting the phrase "Any Employee described in Section 2.1" and replacing it with the phrase "Any Employee described in Section 2.1 (other than a Covered Employee who is a salaried Employee of NACCO Industries, Inc.)." SECTION 12 Section 2.4(3) of the Plan is hereby amended in its entirety to read as follows: "(3) Notwithstanding the foregoing, a Participant in the Plan who is an Employee of the Company and who ceases to be a Profit Sharing Employee solely because he is transferred to a different salary grade or different location of the Company shall 3 4 continue to be deemed a Profit Sharing Employee hereunder. In addition, notwithstanding any other provision hereof to the contrary, an Employee of the Company who transfers employment and would otherwise be eligible to be a Profit Sharing Employee hereunder, but who, at the time of such transfer, is a participant in the NACCO Materials Handling Group, Inc. Cash Balance Plan shall not become a Profit Sharing Employee hereunder." SECTION 13 Section 4.8(4) of the Plan is hereby amended by adding the following sentence to the end thereof: "In the event a reduction is necessary to avoid exceeding the limitations set forth in this Section, and the individual is a participant in two defined contribution plans maintained by the Controlled Group, the affected individual's benefits under this Plan shall be reduced to the extent necessary to avoid exceeding such limitations." SECTION 14 Section 6.1 of the Plan is hereby amended (i) by adding the number "(1)" at the beginning of the first sentence thereof, and (ii) adding the following new paragraph (2) thereto to read as follows: "(2) The Administrative Committee shall provide the Participant or Beneficiary with the application form (which shall contain a general description of the optional forms of benefit available under the Plan) and such other information required to be provided under Section 402(f) of the Code no less than 30 days and no more than 90 days before a distribution or withdrawal is to be made. Notwithstanding the foregoing, such distribution or withdrawal may commence less than 30 days after such form and information are provided to the Participant or Beneficiary, provided that: (a) the Administrative Committee cleary informs the recipient that he has the right to a period of at least 30 days after receiving the information to consider whether or not to elect a distribution or withdrawal (and, if applicable, a particular form of benefit), and (b) the recipient, after receiving the information, affirmatively elects the distribution or withdrawal." 4 5 SECTION 15 Effective as of January 1, 1993, the last two sentences of Section 6.9(2) of the Plan are hereby deleted in their entirety. SECTION 16 Effective as of January 1, 1993, a new Section 6.9(4) is hereby added to the Plan, immediately following Section 6.9(3), to read as follows: "(4)(a) Notwithstanding any provision of the Plan to the contrary, if a Participant or Beneficiary who is a Spouse is eligible to receive a distribution from the Plan that constitutes an "eligible rollover distribution" (as defined in paragraph (d) of this Subsection) and the Participant or Spouse elects to have all or a portion (at least $500) of such distribution paid directly to an "eligible retirement plan" (as defined in paragraph (c) of this Subsection) and specifies the eligible retirement plan to which the distribution is to be paid, such distribution (or portion thereof) shall be made in the form of a direct rollover to the eligible retirement plan so specified. A direct rollover is a payment made by the Plan to the eligible retirement plan so specified for the benefit of the Participant or Spouse. Notwithstanding the foregoing, a direct rollover of an eligible rollover distribution shall not be made if the Participant's or Spouse's eligible rollover distributions for a Plan Year are reasonably expected to total less than $200. Unless otherwise specifically provided herein, for purposes of this Subsection, the term "Spouse" shall include a former Spouse who is an alternate payee under the terms of a qualified domestic relations order. (b) The Administrative Committee shall prescribe reasonable procedures for the elections to be made pursuant to this Subsection. Within a reasonable period of time (as prescribed by Tresury regulations or rulings) before the payment of an eligible rollover distribution, the Administrative Committee shall provide a written notice to the Participant or spouse describing the rights under this Section and such other information required to be provided under Section 401(f) of the Code. (c) For purposes of this Subsection, the term "eligible retirement plan" means an individual retirement account or annuity under Code Section 408, a defined contribution plan that satisfies the requirements of Code Section 401(a) and accepts rollovers, an annuity plan under Code Section 403(a) or any other type of plan that is included within the definition of "eligible retirement plan" under Section 401(a)(31)(D) of the 5 6 Code; provided that with respect to a Spouse (but not a former spouse who is an alternate payee) who receives a distribution after a Participant's death, an "eligible retirement plan" shall mean only an individual retirement account or annuity under Code Section 408. (d) For purposes of this Subsection, the term "eligible rollover distribution" shall mean any distribution of all or any portion of the balance to the credit of the distributee from an employees' trust described in Code Section 401(a) which is exempt from tax under Code Section 501(a), except (i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary, (ii) any distribution to the extent required under Code Section 401(a)(9), (iii) the portion of any distribution that is not includible in gross income, and (iv) such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code. (e) The provisions of this Subsection are intended to comply with the provisions of Section 401(a)(31) of the Code and shall be interpreted in accordance with such section and Treasury regulations and rulings thereunder." SECTION 17 The first sentence of Section 6.10(1) of the Plan is hereby amended in its entirety to read as follows: "A Participant who is either an Employee of an Employer or a Controlled Group Member or a "party-in-interest" (as defined in Section 3(14) of ERISA) may apply with the Administrative Committee for a loan from his Account." SECTION 18 The first sentence of Section 11.10 of the Plan is hereby amended in its entirety to read as follows: "NACCO Industries, Inc. has established the "NACCO Industries, Inc. Retirement Funds Investment Committee" (the 'Investment Committee') pursuant to the terms of an Instrument of Creation and Delegation dated October 28, 1992 (as amended)." 6 7 SECTION 19 Section 14.1 of the Plan is hereby amended by replacing the phrase "by action of its Board of Directors" each time it appears in such Section with the phrase "by action of the Nominating, Organization and Compensation Committee of the Board of Directors." SECTION 20 Section 14.2 is hereby amended by replacing the phrase "on order of its Board of Directors" each time it appears in such Section with the phrase "by action of the Nominating, Organization and Compensation Committee of the Board of Directors." SECTION 21 Section 15.1 is hereby amended by replacing the phrase "by action of its Board of Directors" with the phrase "by action of the Nominating, Organization and Compensation Committee of the Board of Directors", and by replacing the phrase "on the order of its Board of Directors" each time it appears in such Section with the phrase "on the order of the Nomination, Organization and Compensation Committee of the Board of Directors." Executed this _____ day of ________________, 1993. HYSTER COMPANY By: ---------------------------- Title: 7 EX-10.136 11 EXHIBIT 1 Exhibit 10(lxxxvi) AMENDMENT NO. 1 TO THE HYSTER-YALE CASH BALANCE PLAN Hyster Company (the "Company") hereby adopts this Amendment No. 1 to the Hyster-Yale Cash Balance Plan which consists of the following three separate pension plans: (1) the Hyster-Yale Cash Balance Plan for Berea Shop Employees, (2) the Hyster-Yale Cash Balance Plan for Sulligent Shop Employees, and (3) the Hyster-Yale Cash Balance Plan for Salaried Employees (collectively, the "Plan"). The provisions of this Amendment shall be effective as of April 1, 1992. Words and phrases used herein with initial capital letters which are defined in the Plan shall be used herein as so defined. SECTION 1 Section 2.02(b) (1) of the Plan is hereby amended by deleting the term "Covered Employee" in the second line thereof and replacing it with the term "Employee". SECTION 2 The first sentence of Section 5.02 of the Plan is hereby amended in its entirety to read as follows: "For each Plan Year commencing on or after January 1, 1992, an Annual Cash Balance Credit shall be added to the Cash Balance Account of each Active Participant who completes an Hour of Service as a Covered Employee during such Plan Year." 2 2 SECTION 3 The third sentence of Section 6.05(b) of the Plan is hereby deleted in its entirety and replaced with the following sentence: "The Disability Retirement Pension which commences prior to a Participant's Normal Retirement Date shall be payable as follows: (1) in the case of a Participant who is eligible for benefits under a long-term disability program sponsored by an Employer, the Disability Retirement Pension shall be payable, except as otherwise provided in the Plan, for the Participant's lifetime, in a reduced monthly amount equal to the greater of (i) or (ii), where (i) equals the Actuarial Equivalent of his Accrued Benefit as of his Pension Commencement Date, and (ii) equals the sum of (A) his Immediate Cash Balance Annuity, based on the Participant's Cash Balance Account as of his Pension Commencement Date, plus (B) the Actuarial Equivalent of his Indexed Prior Plan Benefit; and (2) in the case of a Participant who is not eligible for benefits under a long-term disability program sponsored by an Employer, the Disability Retirement Pension shall be payable, except as otherwise provided in the Plan, for the Participant's lifetime, in a monthly amount equal to the greater of (i) or (ii), where (i) equals the Actuarial Equivalent of his Accrued Benefit as of his Pension Commencement Date, and (ii) equals the sum of (A) his Immediate Cash Balance Annuity, based on the Participant's Cash Balance Account as of his Pension Commencement Date, plus (B) his Indexed Prior Plan Benefit." SECTION 4 Section 6.08(a) (5) of the Plan is hereby amended by adding the following sentence to the end thereof: 3 3 "Notwithstanding the foregoing, a Participant who is eligible for a Disability Retirement Pension under Section 6.05(b) (2) of the Plan may not receive that portion of his Disability Retirement Pension which is based on his Indexed Prior Plan Benefit in the form of a lump sum distribution." Executed this 27th day of May, 1993. HYSTER COMPANY By: /s/ Bergen I. Bull ---------------------------- VICE PRESIDENT- CORPORATE ADMINISTRATION GENERAL COUNSEL & SECRETARY EX-10.137 12 EXHIBIT 1 EXHIBIT 10(lxxxvii) AMENDMENT NO. 2 TO THE HYSTER-YALE CASH BALANCE PLAN Hyster Company hereby adopts this Amendment No. 2 to the Hyster-Yale Cash Balance Plan which consists of the following three separate pension plans: (1) the Hyster-Yale Cash Balance Plan for Berea Shop Employees, (2) the Hyster-Yale Cash Balance Plan for Sulligent Shop Employees, and (3) the Hyster-Yale Cash Balance Plan for Salaried Employees (collectively, the "Plan"). The provisions of this Amendment shall be effective as of January 1, 1994. Words and phrases used herein with initial capital letters which are defined in the Plan shall be used herein as so defined. SECTION 1 Section 1.12 of the Plan is hereby amended in its entirety to read as follows: "1.12 COMPANY: NACCO Materials Handling Group, Inc. and its predecessors and successors." SECTION 2 Sections 1.52 and 2.02(a) of the Plan are hereby amended by deleting the phrase "Hyster-Yale" and replacing it with the phrase "NACCO Materials Handling Group, Inc." each time it appears therein. SECTION 3 Section 2.01(a)(1) of the Plan is hereby amended in its entirety to read as follows: "(1) an Employee of the Company who is employed on a salaried payroll, excluding, however, (i) such Employees of the Company who first perform an Hour of Service on or after July 1, 1992 and who are classified in salary grades 27 and above, and (ii) such Employees of the Company who are employed at or report to the Flemington, New Jersey, Greenville, North Carolina or Lenoir, North Carolina facilities." SECTION 4 The first sentence of Section 2.01(b) of the Plan is hereby amended in its entirety to read as follows: "Notwithstanding the foregoing, no Employee who is (1) a nonresident alien, (2) who serves only as a Leased Employee, (3) who is a temporary or seasonal Employee, 2 (4) who is employed on a salaried payroll and who first performs an Hour of Service on or after July 1, 1992 and who is classified in salary grade 27 or above, or (5) who is employed at or reports to the Company's Flemington, New Jersey, Greenville, North Carolina or Lenoir, North Carolina facilities shall be covered by the Plan or deemed to be a Covered Employee." SECTION 5 Section 3.02 of the Plan is hereby amended by adding the following sentence to the end thereof: "Notwithstanding the foregoing, if a Participant in the Plan designated in Section 1.52(c) involuntarily terminated employment in 1990, 1991 or 1992 as a result of the sale of a branch store location (as determined by the Company), the Participant shall be 100% vested in his Accrued Benefit, regardless of his Years of Vesting Service at the time of such termination." SECTION 6 Section 2.03(b) of the Plan is hereby amended in its entirety to read as follows: "(b) A Participant in the Plan who ceases to be a Covered Employee solely because he is transferred to a different salary grade or a different location shall continue to be deemed a Covered Employee and shall remain a Participant in the Plan. In addition, notwithstanding any other provision hereof to the contrary, an Employee who transfers employment and would otherwise be a Covered Employee hereunder, but who, at the time of such transfer, is a participant in the profit sharing portion of the NACCO Materials Handling Group, Inc. Profit Sharing Plan, shall not be eligible to participate in the Plan even if he becomes a Covered Employee." SECTION 7 A new Section 8.03(c) is hereby added to the Plan, immediately following Section 8.03(b), to read as follows: "(c) The Trust Fund may be held and invested as part of a master trust arrangement established and maintained by NACCO Industries, Inc. and the members of its Controlled Group." SECTION 8 Section 9.11 of the Plan is hereby amended in its entirety to read as follows: 2 3 "9.11 INVESTMENT COMMITTEE. NACCO Industries, Inc. has established a 'Retirement Funds Investment Committee' (the 'Investment Committee') pursuant to the terms of an Instrument of Creation and Delegation dated October 28, 1992, as such Instrument may be amended from time to time. In addition to the responsibilities specifically given to the Investment Committee under the Plan and Trust Agreement, the Investment Committee (or any successor thereto) shall have such other responsibilities with respect to the Plan (and the other defined contribution plans and defined benefit plans maintained by the Controlled Group) as are granted to such Committee in the Instrument of Creation and Delegation as such Instrument may be amended from time to time. In the absence of an Investment Committee, NACCO Industries, Inc. shall perform the duties allocated to the Committee under the Plan and the Trust Agreement." Executed this _______ day of _____________, 1993. HYSTER COMPANY By: ------------------------------ Title: 3 EX-10.138 13 EXHIBIT 1 Exhibit 10(lxxxviii) AMENDMENT NO. 1 TO THE HYSTER-YALE MATERIALS HANDLING, INC. LONG-TERM INCENTIVE COMPENSATION PLAN Hyster-Vale Materials Handling, Inc. hereby adopts this Amendment No. 1 to the Hyster-Vale Materials Handling, Inc. Long-Term Incentive Compensation Plan (the "Plan") effective as of May 12, 1993. SECTION 5.1 The second sentence of Section 5.1 of the Plan is hereby amended in its entirety to read as follows: "All Awards under this Plan shall be effective as of the first day of the calendar quarter conincident with or immediately following the time an individual becomes eligible to participate in this Plan as provided in Section 4 hereof." SECTION 2(e) Section 2(e) of the Plan is hereby amended in its entirety to read as follows: "2.(e) "Committee" means the Nominating, Organizations and Compensation Committee of the Board of Directors." SECTION 8 Section 8 of the Plan is hereby amended in its entirety to read as follows: "8. AMENDMENT AND TERMINATION The Committee may alter, amend or terminate this Plan from time to time; provided, however, that no modification, or amendment of this Plan shall, without the consent of a grantee, affect the rights in an outstanding Award of such grantee; and further provided, however, that upon a termination of this Plan, all outstanding Awards shall vest immediately thereupon, and shall be paid in accordance with Section 5.2." Executed this 12th day of May, 1993. ---- --- HYSTER-YALE MATERIALS HANDLING, INC. By:/s/ B.A. Bull -------------------------------- Title: VICE PRESIDENT, GENERAL COUNSEL & SECRETARY EX-10.139 14 EXHIBIT 1 Exhibit 10(lxxxix) AMENDMENT NO. 1 TO THE HYSTER-YALE UNFUNDED BENEFIT PLAN Hyster Company hereby adopts this Amendment No. 1 to the Hyster-Yale Unfunded Benefit Plan (the "Plan") effective January 1, 1994. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. SECTION 1 The Preamble to the Plan is hereby amended in its entirety to read as follows: "NACCO Materials Handling Group, Inc. (successor to Hyster Company) does hereby establish the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan on the terms and conditions described hereinafter:" SECTION 2 Section 1.2 of the Plan is hereby amended in its entirety to read as follows: "SECTION 1.2. PURPOSE OF THE PLAN. The purpose of this Plan is to provide for certain Employees of the Employers benefits they would have received under the Qualified Plans but for (a) the dollar limit on Compensation taken into account under the Qualified Plans as a result of Section 401(a)(17) of the Code, and (b) the limitations imposed under Section 415 of the Code. The Plan represents the continuation by amendment, restatement and transfer of sponsorship of the Prior Plan." SECTION 3 Sections 2.3, 2.8, 2.10, 2.11, 3.1, 3.2, and 7.3 of the Plan are hereby amended by replacing the phrase "Hyster-Yale" with the phrase "NACCO Materials Handling Group, Inc." each time it appears in such Sections. SECTION 4 Section 2.4 of the Plan is hereby amended by replacing the term "Hyster Company" with the term "NACCO Materials Handling Group, Inc." each time it appears therein. 2 SECTION 5 Section 2.5 of the Plan is hereby amended in its entirety to read as follows: "SECTION 2.5. EMPLOYER shall mean the Company and NACCO Industries, Inc." SECTION 6 The first sentence of Section 2.7 of the Plan is hereby amended in its entirety to read as follows: "PARTICIPANT shall mean a Participant in one of the Qualified Plans who is an Employee of an Employer on or after the Effective Date and whose benefit under such Qualified Plan is limited by the application of Section 401(a)(17) or 415 of the Code." SECTION 7 The second sentence of Section 2.7 of the Plan is hereby amended by deleting the phrase "of Yale" therefrom. SECTION 8 Section 2.12 of the Plan is hereby deleted in its entirety. EXECUTED this day of , 1993. -------- ----------------- HYSTER COMPANY By ------------------------------ Title: 2 EX-10.140 15 EXHIBIT 1 Exhibit 10(lxxxx) AMENDMENT NO. 1 TO THE HYSTER-YALE MATERIALS HANDLING, INC. ANNUAL INCENTIVE COMPENSATION PLAN Hyster-Yale Materials Handling, Inc. hereby adopts this Amendment No. 1 to the Hyster-Yale Materials Handling, Inc. Annual Incentive Compensation Plan (the "Plan") to reflect the transfer of sponsorship of the Plan from the Company to Hyster Company (and its successors) effective as of December 31, 1993. SECTION 1 Section 1 of the Plan is hereby amended in its entirety to read as follows: "GENERAL. Hyster Company (and its successors) (the `Company'), as successor sponsor to Hyster-Yale Materials Handling, Inc. has established an Annual Incentive Compensation Plan (the `Plan') as part of a competitive compensation program for the officers and key management employees of the Company." Executed this day of , 1993. ----- ---------------- HYSTER-YALE MATERIALS HANDLING, INC. By: ---------------------------- Title: Hyster Company hereby accepts sponsorship of the Plan and agrees with the terms of this Amendment. HYSTER COMPANY By: ---------------------------- Title: EX-10.141 16 EXHIBIT 1 Exhibit 10 (lxxxxi) THIRTEENTH AMENDMENT TO YALE MATERIALS HANDLING CORPORATION PROFIT SHARING RETIREMENT PLAN The Yale Materials Handling Corporation Profit Sharing Retirement Plan (the "Plan"), established effective as of December 1, 1983, as amended, is hereby further amended in the following respect. The provisions of this Amendment shall be effective as of January 1, 1993. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. SECTION 1 Section 8.4 of the Plan is hereby amended by adding the following new paragraph to the end thereof: "Notwithstanding any provision of the Plan to the contrary, to the extent required under Section 401(a)(31) of the Code, a Participant or spousal Beneficiary (including alternate payees under the terms of a `qualified domestic relations order' under Code Section 414(p)) may elect to directly transfer a distribution from the Plan which satisfies the requirements of an `eligible rollover distribution' under Section 402(c)(4) of the Code into an eligible retirement plan. The Committee shall adopt, and may amend from time to time, rules of uniform application governing such direct transfers." EXECUTED this _____ day of _______________, 1993. YALE MATERIALS HANDLING CORPORATION By:________________________________ Title: EX-10.143 17 EXHIBIT 1 Exhibit 10 (lxxxxiii) AMENDMENT NO. 2 TO THE HYSTER-YALE MATERIALS HANDLING, INC. LONG-TERM INCENTIVE COMPENSATION PLAN Hyster-Yale Materials Handling, Inc. hereby adopts this Amendment No. 2 to the Hyster-Yale Materials Handling, Inc. Long- Term Incentive Compensation Plan (the "Plan") to reflect the transfer of sponsorship of the Plan from the Company to Hyster Company (and its successors) effective as of December 31, 1993. SECTION 1 Section 1 of the Plan is hereby amended by deleting the phrase "Hyster-Yale Materials Handling, Inc. (the `Company')" and replacing it with the phrase "Hyster Company (and its successors in interest) (the `Company')." Executed this day of , 1993. ----- ---------------- HYSTER-YALE MATERIALS HANDLING, INC. By: ---------------------------- Title: Hyster Company hereby accepts sponsorship of the Plan and agrees with the terms of this Amendment. HYSTER COMPANY By: ---------------------------- Title: EX-21.I 18 EXHIBIT 1 Exhibit 21(i) SUBSIDIARIES OF HYSTER-YALE MATERIALS HANDLING. INC. As of the date of the Annual Report on Form 10-K to which this is an Exhibit, the subsidiaries of Hyster-Yale Materials Handling were as follows:
NAME INCORPORATION Hyster Australia Pty. Ltd. Australia Hyster B.V. Netherlands Hyster Europe Limited United Kingdom NACCO Materials Handling Group, Inc. Delaware NACCO Materials Handling Group Ltd. United Kingdom NACCO Materials Handling (Scotland) Ltd. Scotland NACCO Materials Handling (N.I.) Ltd. Northern Ireland Yale Europe Materials Handling Ltd. United Kingdom
- ----------------------------------------------------------------------- Certain subsidiaries of the Company which, considered in the aggregate, would not constitute a "significant subsidiary" within the meaning of Rule 1-02 contained in Regulation S-X have been omitted. EX-24.1 19 EXHIBIT 1 Exhibit 24(i) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits there to, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Owsley Brown II --------------------------------------- Owsley Brown II Date: Mar 15 94 ------------------------- EX-24.II 20 EXHIBIT 1 Exhibit 24(ii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ John J. Dwyer -------------------------------------- John J. Dwyer Date: March 9, 1994 ------------------------- EX-24.III 21 EXHIBIT 1 Exhibit 24(iii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, p!ace and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Robert M. Gates ------------------------------------------- Robert M. Gates Date: 3 - 9 - 94 ------------------------- EX-24.IV 22 EXHIBIT 1 Exhibit 24(iv) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ E. Bradley Jones -------------------------------------- E. Bradley Jones Date: 3/14/94 ---------------------------- EX-24.V 23 EXHIBIT 1 Exhibit 24(v) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Dennis W. LaBarre ------------------------- Dennis W. LaBarre DATE: March 9, 1994 EX-24.VI 24 EXHIBIT 1 Exhibit 24(vi) POWER Of ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-In-fact, with full power of substitution and revocation, for the undersigned and In the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents In connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-In-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Yoshinori Ohno ----------------------- Yoshinori Ohno Date: EX-24.11 25 EXHIBIT 1 Exhibit 24(vii) POWER OF ATTORNEY KNOW ALL MEN BY ThESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/Alfred M. Rankin, Jr. ------------------------- Alfred M. Rankin, Jr. Date: 3/9/94 EX-24.VIII 26 EXHIBIT 1 Exhibit 24(viii) POWER Of ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-In-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersIgned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents In connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-In-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/Claiborne R. Rankin ------------------------ Claiborne R. Rankin Date: March 22, 1994 EX-24.IX 27 EXHIBIT 1 Exhibit 24(ix) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/John C. Sawhill ------------------- John C. Sawhill Date: 3/9/94 EX-24.X 28 EXHIBIT 1 Exhibit 24(x) POWER OF ATTORNEY KNOW ALL MEN BY ThESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/Ward Smith ----------------------- Ward Smith Date: 3/9/94 EX-24.XI 29 EXHIBIT 1 Exhibit 24(xi) POWER OF ATTORNEY KNOW ALL MEN BY ThESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits there to, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/Britton T. Taplin ------------------------- Britton T. Taplin Date: 3/9/94 EX-24.XII 30 EXHIBIT 1 Exhibit 24(xii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/Frank E. Taplin, Jr. ------------------------ Frank E. Taplin, Jr. Date: March 9, 1994 EX-24.XIII 31 EXHIBIT 1 Exhibit 24(xiii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Bergen I. Bull, G. Michael Decker and Charles A. Bittenbender, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal year ended December 31, 1993, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/Richard B. Tullis ----------------------------- Richard B. Tullis Date: March 9, 1994 -----END PRIVACY-ENHANCED MESSAGE-----