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CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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(i)
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Separation Agreement, dated as of September 29, 2017, between NACCO and Hamilton Beach Holding (the “Separation Agreement”);
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(ii)
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Transition Services Agreement, dated as of September 29, 2017, between NACCO and Hamilton Beach Holding (the “Transition Services Agreement”);
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(iii)
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Tax Allocation Agreement, dated as of September 29, 2017, between NACCO and Hamilton Beach Holding (the “Tax Allocation Agreement”);
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(iv)
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Amended and Restated Stockholders' Agreement, dated as of September 29, 2017, among NACCO, the other signatories thereto, and NACCO, as depository (the “Amended and Restated Stockholders' Agreement”); and
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(v)
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Transfer Restriction Agreement, dated as of September 29, 2017, by and among NACCO, Hamilton Beach Holding, the other signatories thereto and Hamilton Beach Holding, as administrator (the “Transfer Restriction Agreement”).
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all income taxes attributable to NACCO and its subsidiaries that are reported on tax returns for tax periods ending on or before the spin-off date and for tax periods that straddle the spin-off date, and on tax returns for periods beginning after the spin-off date;
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all non-income taxes reported on tax returns required to be filed by NACCO or any of its subsidiaries;
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all taxes arising from a failure of the spin-off to qualify for tax-free treatment under the Internal Revenue Code (the “Code”) if such taxes result solely from either an action or failure to act on NACCO’s part;
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a portion of taxes arising from a failure of the spin-off to qualify for tax-free treatment under the Code if such taxes result from both an action or failure to act on NACCO's part and an action or failure to act on Hamilton Beach Holding’s part; and
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a portion of taxes arising from a failure of the spin-off to qualify for tax-free treatment under the Code if such taxes do not result from any action or failure to act on NACCO’s or Hamilton Beach Holding’s part.
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1.
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Any dispositions of stock by members of the extended founding family must be made in a manner that for every share of NACCO stock disposed of (whether by sale, gift or otherwise), two shares of Hamilton Beach Holding stock also are disposed of by a similar transfer (whether by sale, gift or otherwise). However, this requirement does not apply to (1) the conversion of Class B Common Stock into Class A Common Stock of either NACCO or Hamilton Beach Holding or (2) swaps between members of the extended founding family of NACCO Class A Common Stock for NACCO Class B Common Stock, or of HBBHC Class A Common Stock for HBBHC Class B Common Stock.
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2.
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Including the proposed transaction, members of the extended founding family in the aggregate shall not have transferred or acquired, when combined with any other changes in ownership pertinent for purposes of Section 355(e) of the Code, more than 35 percent (by value) of the stock of either NACCO or Hamilton Beach Holding.
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3.
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Including the proposed transaction, members of the extended founding family in the aggregate shall not have transferred or acquired, when combined with any other changes in ownership pertinent for purposes of Section 355(e) of the Code, stock representing more than 35 percent of the voting power of NACCO or 5 percent of the voting power of Hamilton Beach Holding. However, certain transfers to direct relatives and certain trusts and controlled entities are not taken into account.
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J.C. Butler, Jr.: Age 56
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President and Chief Executive Officer of NACCO. Senior Vice President - Finance, Treasurer and Chief Administrative Officer of NACCO (from October 2012 to September 2017); Vice President - Corporate Development and Treasurer of NACCO (from prior to 2012 to September 2012); President and Chief Executive Officer of NACoal (from July 2015 to present); Senior Vice President - Project Development, Administration and Mississippi Operations of NACoal (from July 2014 to July 2015); Senior Vice President, Project Development and Administration of NACoal (from prior to 2012 to June 2014).
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John S. Dalrymple, III: Age 68
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Self-employed (farm manager). From prior to 2012 to December 2016, Governor of the State of North Dakota.
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Timothy K. Light: Age 60
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Retired Senior Vice President, Business Development of American Electric Power Service Corporation (AEPSC), a wholly owned subsidiary of American Electric Power Company (from December 2016 to May 2017). January 2014 to November 2016, Senior Vice President, Commercial Operations of AEPSC. From prior to 2012 to December 2013, Senior Vice President, Fuel, Emissions and Logistics of AEPSC.
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Matthew M. Rankin: Age 44
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President and Chief Executive Officer of Carlisle Residential Properties from 2012 to present.
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The unaudited pro forma consolidated financial information of NACCO giving effect to the spin-off together with the related notes thereto, is attached hereto as Exhibit 99.1.
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Exhibit No.
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Exhibit Description
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10.1
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10.2
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10.3
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10.4
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10.5
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99.1
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Date:
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October 5, 2017
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NACCO INDUSTRIES, INC.
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By:
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/s/ Elizabeth I. Loveman
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Elizabeth I. Loveman
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Vice President and Controller
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1.
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Definitions.
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2.
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Permitted Transfers.
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3.
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Transfers for Which First Refusal Procedure is Required.
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4.
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First Refusal Procedures.
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5.
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Representations and Warranties.
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6.
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Changes in Shares of Class B Common Stock.
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7.
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Compliance Provisions.
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8.
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Amendment and Termination.
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9.
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Further Assurances.
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10.
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Miscellaneous.
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11.
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Power of Attorney.
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12.
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Voting of Class B Common Stock.
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26.
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The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren
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27.
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The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin
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28.
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The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.
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29.
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The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin
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30.
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The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
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31.
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The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
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32.
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The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
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33.
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The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin
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34.
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The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin
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35.
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The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin
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36.
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The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams
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37.
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The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler
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38.
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Corbin Rankin
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39.
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Alison A. Rankin
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40.
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National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin
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41.
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Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
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42.
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Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
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43.
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Rankin Associates II, L.P.
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44.
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John C. Butler, Jr.
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45.
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Clara Rankin Butler
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46.
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The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin
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47.
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David B. H. Williams
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48.
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Griffin B. Butler (by John C. Butler, Jr. as Custodian)
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49.
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The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000
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50.
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Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin
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51.
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Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin
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52.
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Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000
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53.
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The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin
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54.
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Scott Seelbach
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55.
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Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)
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56.
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Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin
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57.
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Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.
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58.
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Clara Rankin Butler 2002 Trust, dated November 5, 2002
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59.
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Griffin Bedwell Butler 2002 Trust, dated November 5, 2002
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60.
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Elizabeth B. Rankin
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61.
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Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams
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62.
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Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams
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63.
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Helen Charles Williams (by David B.H. Williams as Custodian)
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64.
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Julia L. Rankin Kuipers
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65.
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Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin
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66.
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Thomas Parker Rankin
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67.
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Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)
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68.
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Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach
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69.
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Rankin Associates IV, L.P.
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70.
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Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin
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71.
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Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin
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72.
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Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin
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73.
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Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach
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74.
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Lynne Turman Rankin
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75.
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Jacob A. Kuipers
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76.
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2012 Chloe O. Rankin Trust
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77.
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2012 Corbin K. Rankin Trust
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78.
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2012 Alison A. Rankin Trust
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79.
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2012 Helen R. Butler Trust
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80.
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2012 Clara R. Williams Trust
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81.
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The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009
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82.
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Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)
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83.
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William Alexander Rankin (by Matthew M. Rankin, as Custodian)
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84.
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Margaret Pollard Rankin (by James T. Rankin, as Custodian)
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85.
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Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach
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86.
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Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach
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87.
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Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)
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88.
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Elisabeth M. Rankin
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89.
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A. Farnham Rankin
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90.
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Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011
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91.
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The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin
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92.
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Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee
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93.
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Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee
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94.
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Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee
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95.
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Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee
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96.
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Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #*****
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97.
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John C. Butler, Jr.-Roth IRA- Brokerage Account #*****
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98.
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DiAhn Taplin
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99.
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BTR 2012 GST for Helen R. Butler
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100.
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BTR 2012 GST for Clara R. Williams
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101.
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BTR 2012 GST for James T. Rankin
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102.
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BTR 2012 GST for Matthew M. Rankin
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103.
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BTR 2012 GST for Thomas P. Rankin
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104.
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BTR 2012 GST for Chloe R. Seelbach
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105.
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BTR 2012 GST for Claiborne R. Rankin, Jr.
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106.
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BTR 2012 GST for Julia R. Kuipers
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107.
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BTR 2012 GST for Anne F. Rankin
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108.
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BTR 2012 GST for Elisabeth M. Rankin
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109.
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The Anne F. Rankin Trust dated August 15, 2012
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110.
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Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin
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111.
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Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin
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112.
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Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers
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113.
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2016 Anne F. Rankin Trust
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114.
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2016 Elisabeth M. Rankin Trust
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115.
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AMR Associates, LP
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116.
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Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III
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117.
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Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers
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118.
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Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)
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119.
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Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)
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120.
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Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015
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121.
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Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015
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125.
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The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren
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126.
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Rankin Associates V, L.P.
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127.
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Rankin Associates VI, L.P.
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Number of Shares of
Class B Common Stock
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Certificate No.
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26.
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The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren
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27.
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The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin
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28.
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The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.
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29.
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The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin
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30.
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The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
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31.
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The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
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32.
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The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
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33.
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The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin
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34.
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The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin
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35.
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The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin
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36.
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The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams
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37.
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The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler
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38.
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Corbin Rankin
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39.
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Alison A. Rankin
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40.
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National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin
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41.
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Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
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42.
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Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
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43.
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Rankin Associates II, L.P.
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44.
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John C. Butler, Jr.
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45.
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Clara Rankin Butler
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46.
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The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin
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47.
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David B. H. Williams
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48.
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Griffin B. Butler (by John C. Butler, Jr. as Custodian)
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49.
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The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000
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50.
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Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin
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51.
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Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin
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52.
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Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000
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53.
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The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin
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54.
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Scott Seelbach
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55.
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Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)
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56.
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Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin
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57.
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Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.
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58.
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Clara Rankin Butler 2002 Trust, dated November 5, 2002
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59.
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Griffin Bedwell Butler 2002 Trust, dated November 5, 2002
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60.
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Elizabeth B. Rankin
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61.
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Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams
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62.
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Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams
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63.
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Helen Charles Williams (by David B.H. Williams as Custodian)
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64.
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Julia L. Rankin Kuipers
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65.
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Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin
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66.
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Thomas Parker Rankin
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67.
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Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)
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68.
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Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach
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69.
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Rankin Associates IV, L.P.
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70.
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Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin
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71.
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Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin
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72.
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Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin
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73.
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Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach
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74.
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Lynne Turman Rankin
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75.
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Jacob A. Kuipers
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76.
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2012 Chloe O. Rankin Trust
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77.
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2012 Corbin K. Rankin Trust
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78.
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2012 Alison A. Rankin Trust
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79.
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2012 Helen R. Butler Trust
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80.
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2012 Clara R. Williams Trust
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81.
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The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009
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82.
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Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)
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83.
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William Alexander Rankin (by Matthew M. Rankin, as Custodian)
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84.
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Margaret Pollard Rankin (by James T. Rankin, as Custodian)
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85.
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Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach
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86.
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Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach
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87.
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Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)
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88.
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Elisabeth M. Rankin
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89.
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A. Farnham Rankin
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90.
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Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011
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91.
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The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin
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92.
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Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee
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93.
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Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee
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94.
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Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee
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95.
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Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee
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96.
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Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #*****
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97.
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John C. Butler, Jr.-Roth IRA- Brokerage Account #*****
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98.
|
DiAhn Taplin
|
99.
|
BTR 2012 GST for Helen R. Butler
|
100.
|
BTR 2012 GST for Clara R. Williams
|
101.
|
BTR 2012 GST for James T. Rankin
|
102.
|
BTR 2012 GST for Matthew M. Rankin
|
103.
|
BTR 2012 GST for Thomas P. Rankin
|
104.
|
BTR 2012 GST for Chloe R. Seelbach
|
105.
|
BTR 2012 GST for Claiborne R. Rankin, Jr.
|
106.
|
BTR 2012 GST for Julia R. Kuipers
|
107.
|
BTR 2012 GST for Anne F. Rankin
|
108.
|
BTR 2012 GST for Elisabeth M. Rankin
|
109.
|
The Anne F. Rankin Trust dated August 15, 2012
|
110.
|
Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin
|
111.
|
Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin
|
112.
|
Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers
|
113.
|
2016 Anne F. Rankin Trust
|
114.
|
2016 Elisabeth M. Rankin Trust
|
115.
|
AMR Associates, LP
|
116.
|
Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III
|
117.
|
Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers
|
118.
|
Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)
|
119.
|
Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)
|
120.
|
Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015
|
121.
|
Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015
|
125.
|
The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren
|
126.
|
Rankin Associates V, L.P.
|
127.
|
Rankin Associates VI, L.P.
|
•
|
The amounts to be reimbursed shall be limited to expenses incurred during Consultant’s lifetime.
|
•
|
The amounts eligible for reimbursement during any of Consultant’s taxable years may not affect the expenses eligible for reimbursement in any other of Consultant’s taxable years.
|
•
|
Any reimbursement of an eligible expense shall be made on or before the last day of Consultant’s taxable year following the taxable year in which the expense was incurred.
|
•
|
Consultant’s right to a reimbursement is not subject to liquidation or exchange for another benefit.
|
|
|
|
Proforma adjustments
|
|
|
||||||||||
|
As Reported NACCO
JUNE 30, 2017
|
|
Hamilton Beach Holding spin-off
(1)
|
|
Other
(2)
|
|
Proforma NACCO
JUNE 30, 2017
|
||||||||
|
(In thousands, except share data)
|
|
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
60,209
|
|
|
$
|
(5,328
|
)
|
|
$
|
—
|
|
|
$
|
54,881
|
|
Accounts receivable, net
|
85,025
|
|
|
(69,857
|
)
|
|
—
|
|
|
15,168
|
|
||||
Accounts receivable from unconsolidated subsidiaries
|
11,270
|
|
|
—
|
|
|
—
|
|
|
11,270
|
|
||||
Accounts receivable from affiliates
|
—
|
|
|
(946
|
)
|
|
2,915
|
|
|
1,969
|
|
||||
Inventories, net
|
163,759
|
|
|
(135,397
|
)
|
|
—
|
|
|
28,362
|
|
||||
Assets held for sale
|
1,373
|
|
|
—
|
|
|
—
|
|
|
1,373
|
|
||||
Prepaid expenses and other
|
22,323
|
|
|
(9,073
|
)
|
|
—
|
|
|
13,250
|
|
||||
Total current assets
|
343,959
|
|
|
(220,601
|
)
|
|
2,915
|
|
|
126,273
|
|
||||
Property, plant and equipment, net
|
132,126
|
|
|
(16,550
|
)
|
|
—
|
|
|
115,576
|
|
||||
Goodwill
|
6,253
|
|
|
(6,253
|
)
|
|
—
|
|
|
—
|
|
||||
Other Intangibles, net
|
51,062
|
|
|
(6,590
|
)
|
|
—
|
|
|
44,472
|
|
||||
Deferred income taxes
|
23,839
|
|
|
(15,477
|
)
|
|
—
|
|
|
8,362
|
|
||||
Investments in unconsolidated subsidiaries
|
27,254
|
|
|
—
|
|
|
—
|
|
|
27,254
|
|
||||
Deferred costs
|
10,598
|
|
|
(8,609
|
)
|
|
—
|
|
|
1,989
|
|
||||
Other non-current assets
|
26,169
|
|
|
(3,102
|
)
|
|
—
|
|
|
23,067
|
|
||||
Total assets
|
$
|
621,260
|
|
|
$
|
(277,182
|
)
|
|
$
|
2,915
|
|
|
$
|
346,993
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|||||||
Accounts payable
|
$
|
104,794
|
|
|
$
|
(98,480
|
)
|
|
$
|
—
|
|
|
$
|
6,314
|
|
Accounts payable to affiliates
|
—
|
|
|
(1,969
|
)
|
|
2,915
|
|
|
946
|
|
||||
Revolving credit agreements of subsidiaries
|
22,276
|
|
|
(22,276
|
)
|
|
—
|
|
|
—
|
|
||||
Current maturities of long-term debt of subsidiaries
|
1,212
|
|
|
—
|
|
|
—
|
|
|
1,212
|
|
||||
Accrued payroll
|
20,332
|
|
|
(10,998
|
)
|
|
—
|
|
|
9,334
|
|
||||
Accrued cooperative advertising
|
6,898
|
|
|
(6,898
|
)
|
|
—
|
|
|
—
|
|
||||
Other current liabilities
|
30,537
|
|
|
(14,133
|
)
|
|
—
|
|
|
16,404
|
|
||||
Total current liabilities
|
186,049
|
|
|
(154,754
|
)
|
|
2,915
|
|
|
34,210
|
|
||||
Long-term debt of subsidiaries
|
99,918
|
|
|
(32,000
|
)
|
|
—
|
|
|
67,918
|
|
||||
Asset retirement obligations
|
39,153
|
|
|
—
|
|
|
—
|
|
|
39,153
|
|
||||
Pension and other postretirement obligations
|
13,386
|
|
|
—
|
|
|
—
|
|
|
13,386
|
|
||||
Other long-term liabilities
|
51,794
|
|
|
(27,467
|
)
|
|
—
|
|
|
24,327
|
|
||||
Total liabilities
|
390,300
|
|
|
(214,221
|
)
|
|
2,915
|
|
|
178,994
|
|
||||
Stockholders' equity
|
|
|
|
|
|
|
|
|
|||||||
Common stock:
|
|
|
|
|
|
|
|
|
|||||||
Class A, par value $1 per share, 5,266,268 shares outstanding
|
5,266
|
|
|
—
|
|
|
—
|
|
|
5,266
|
|
||||
Class B, par value $1 per share, convertible into Class A on a one-for-one basis, 1,570,448 shares outstanding
|
1,570
|
|
|
—
|
|
|
—
|
|
|
1,570
|
|
||||
Capital in excess of par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Retained earnings
|
248,239
|
|
|
(78,508
|
)
|
|
—
|
|
|
169,731
|
|
||||
Accumulated other comprehensive loss
|
(24,115
|
)
|
|
15,547
|
|
|
—
|
|
|
(8,568
|
)
|
||||
Total stockholders' equity
|
230,960
|
|
|
(62,961
|
)
|
|
—
|
|
|
167,999
|
|
||||
Total liabilities and equity
|
$
|
621,260
|
|
|
$
|
(277,182
|
)
|
|
$
|
2,915
|
|
|
$
|
346,993
|
|
|
As Reported NACCO
|
|
Pro Forma adjustments
|
|
Pro Forma NACCO
|
||||||
|
Six Months Ended June 30, 2017
|
|
Hamilton Beach Holding spin-off
(1)
|
|
Six Months Ended June 30, 2017
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
349,658
|
|
|
$
|
(293,258
|
)
|
|
$
|
56,400
|
|
Cost of sales
|
267,095
|
|
|
(219,850
|
)
|
|
47,245
|
|
|||
Gross profit
|
82,563
|
|
|
(73,408
|
)
|
|
9,155
|
|
|||
Earnings of unconsolidated mines
|
28,430
|
|
|
—
|
|
|
28,430
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
94,192
|
|
|
(73,011
|
)
|
|
21,181
|
|
|||
(Gain)/loss on sale of assets
|
(3,044
|
)
|
|
19
|
|
|
(3,025
|
)
|
|||
Amortization of intangible assets
|
1,896
|
|
|
(690
|
)
|
|
1,206
|
|
|||
|
93,044
|
|
|
(73,682
|
)
|
|
19,362
|
|
|||
Operating profit
|
17,949
|
|
|
274
|
|
|
18,223
|
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Interest expense
|
2,737
|
|
|
(877
|
)
|
|
1,860
|
|
|||
Income from other unconsolidated affiliates
|
(619
|
)
|
|
—
|
|
|
(619
|
)
|
|||
Closed mine obligations
|
735
|
|
|
—
|
|
|
735
|
|
|||
Other, net, including interest income
|
(1,028
|
)
|
|
979
|
|
|
(49
|
)
|
|||
|
1,825
|
|
|
102
|
|
|
1,927
|
|
|||
Income before income tax provision (benefit)
|
16,124
|
|
|
172
|
|
|
16,296
|
|
|||
Income tax provision (benefit)
|
4,358
|
|
|
53
|
|
|
4,411
|
|
|||
Net income (loss)
|
$
|
11,766
|
|
|
$
|
119
|
|
|
$
|
11,885
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.73
|
|
|
|
|
$
|
1.74
|
|
||
Diluted earnings per share
|
$
|
1.72
|
|
|
|
|
$
|
1.74
|
|
||
|
|
|
|
|
|
||||||
Dividends per share
|
$
|
0.5400
|
|
|
|
|
$
|
0.5400
|
|
||
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
6,818
|
|
|
|
|
6,818
|
|
||||
Diluted weighted average shares outstanding
|
6,847
|
|
|
|
|
6,847
|
|
|
As Reported NACCO
|
|
Pro Forma adjustments
|
|
Pro Forma NACCO
|
||||||
|
Year Ended
DECEMBER 31, 2016
|
|
Hamilton Beach Holding spin-off
(1)
|
|
Year Ended
DECEMBER 31, 2016
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
856,438
|
|
|
$
|
(745,357
|
)
|
|
$
|
111,081
|
|
Cost of sales
|
650,585
|
|
|
(551,586
|
)
|
|
98,999
|
|
|||
Gross profit
|
205,853
|
|
|
(193,771
|
)
|
|
12,082
|
|
|||
Earnings of unconsolidated mines
|
55,238
|
|
|
—
|
|
|
55,238
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
197,903
|
|
|
(149,040
|
)
|
|
48,863
|
|
|||
Centennial asset impairment charge
|
17,443
|
|
|
—
|
|
|
17,443
|
|
|||
(Gain)/loss on sale of assets
|
146
|
|
|
24
|
|
|
170
|
|
|||
Amortization of intangible assets
|
3,884
|
|
|
(1,381
|
)
|
|
2,503
|
|
|||
|
219,376
|
|
|
(150,397
|
)
|
|
68,979
|
|
|||
Operating profit
|
41,715
|
|
|
(43,374
|
)
|
|
(1,659
|
)
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Interest expense
|
5,692
|
|
|
(1,374
|
)
|
|
4,318
|
|
|||
Income from other unconsolidated affiliates
|
(1,221
|
)
|
|
—
|
|
|
(1,221
|
)
|
|||
Closed mine obligations
|
(214
|
)
|
|
—
|
|
|
(214
|
)
|
|||
Other, net, including interest income
|
2,988
|
|
|
(837
|
)
|
|
2,151
|
|
|||
|
7,245
|
|
|
(2,211
|
)
|
|
5,034
|
|
|||
Income before income tax provision (benefit)
|
34,470
|
|
|
(41,163
|
)
|
|
(6,693
|
)
|
|||
Income tax provision (benefit)
|
4,863
|
|
|
(14,984
|
)
|
|
(10,121
|
)
|
|||
Net income
|
$
|
29,607
|
|
|
$
|
(26,179
|
)
|
|
$
|
3,428
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
4.34
|
|
|
|
|
$
|
0.50
|
|
||
Diluted earnings per share
|
$
|
4.32
|
|
|
|
|
$
|
0.50
|
|
||
|
|
|
|
|
|
||||||
Dividends per share
|
$
|
1.0650
|
|
|
|
|
$
|
1.0650
|
|
||
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
6,818
|
|
|
|
|
6,818
|
|
||||
Diluted weighted average shares outstanding
|
6,854
|
|
|
|
|
6,854
|
|
|
As Reported NACCO
|
|
Pro Forma adjustments
|
|
Pro Forma NACCO
|
||||||
|
Year Ended
DECEMBER 31, 2015
|
|
Hamilton Beach Holding spin-off
(1)
|
|
Year Ended
DECEMBER 31, 2015
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
915,860
|
|
|
$
|
(767,862
|
)
|
|
$
|
147,998
|
|
Cost of sales
|
736,364
|
|
|
(577,134
|
)
|
|
159,230
|
|
|||
Gross profit
|
179,496
|
|
|
(190,728
|
)
|
|
(11,232
|
)
|
|||
Earnings of unconsolidated mines
|
48,432
|
|
|
—
|
|
|
48,432
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
193,925
|
|
|
(153,820
|
)
|
|
40,105
|
|
|||
(Gain)/loss on sale of assets
|
(1,811
|
)
|
|
27
|
|
|
(1,784
|
)
|
|||
Amortization of intangible assets
|
3,987
|
|
|
(1,381
|
)
|
|
2,606
|
|
|||
|
196,101
|
|
|
(155,174
|
)
|
|
40,927
|
|
|||
Operating profit (loss)
|
31,827
|
|
|
(35,554
|
)
|
|
(3,727
|
)
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Interest expense
|
6,924
|
|
|
(1,962
|
)
|
|
4,962
|
|
|||
Income from other unconsolidated affiliates
|
(2,040
|
)
|
|
—
|
|
|
(2,040
|
)
|
|||
Closed mine obligations
|
919
|
|
|
—
|
|
|
919
|
|
|||
Other, net, including interest income
|
1,225
|
|
|
(1,556
|
)
|
|
(331
|
)
|
|||
|
7,028
|
|
|
(3,518
|
)
|
|
3,510
|
|
|||
Income (loss) before income tax provision (benefit)
|
24,799
|
|
|
(32,036
|
)
|
|
(7,237
|
)
|
|||
Income tax provision (benefit)
|
2,815
|
|
|
(12,325
|
)
|
|
(9,510
|
)
|
|||
Net income
|
$
|
21,984
|
|
|
$
|
(19,711
|
)
|
|
$
|
2,273
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
3.14
|
|
|
|
|
$
|
0.32
|
|
||
Diluted earnings per share
|
$
|
3.13
|
|
|
|
|
$
|
0.32
|
|
||
|
|
|
|
|
|
||||||
Dividends per share
|
$
|
1.0450
|
|
|
|
|
$
|
1.0450
|
|
||
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
7,001
|
|
|
|
|
7,001
|
|
||||
Diluted weighted average shares outstanding
|
7,022
|
|
|
|
|
7,022
|
|
|
As Reported NACCO
|
|
Pro Forma adjustments
|
|
Pro Forma NACCO
|
||||||
|
Year Ended
DECEMBER 31, 2014
|
|
Hamilton Beach Holding spin-off
(1)
|
|
Year Ended
DECEMBER 31, 2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
896,782
|
|
|
$
|
(724,080
|
)
|
|
$
|
172,702
|
|
Cost of sales
|
711,710
|
|
|
(535,408
|
)
|
|
176,302
|
|
|||
Gross profit
|
185,072
|
|
|
(188,672
|
)
|
|
(3,600
|
)
|
|||
Earnings of unconsolidated mines
|
48,396
|
|
|
—
|
|
|
48,396
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
198,697
|
|
|
(160,797
|
)
|
|
37,900
|
|
|||
Centennial long-live asset impairment charge
|
105,119
|
|
|
—
|
|
|
105,119
|
|
|||
(Gain)/loss on sale of assets
|
(7,339
|
)
|
|
360
|
|
|
(6,979
|
)
|
|||
Amortization of intangible assets
|
3,300
|
|
|
(58
|
)
|
|
3,242
|
|
|||
|
299,777
|
|
|
(160,495
|
)
|
|
139,282
|
|
|||
Operating profit (loss)
|
(66,309
|
)
|
|
(28,177
|
)
|
|
(94,486
|
)
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Interest expense
|
7,566
|
|
|
(1,504
|
)
|
|
6,062
|
|
|||
Income from other unconsolidated affiliates
|
(161
|
)
|
|
—
|
|
|
(161
|
)
|
|||
Closed mine obligations
|
2,582
|
|
|
—
|
|
|
2,582
|
|
|||
Other, net, including interest income
|
277
|
|
|
(1,197
|
)
|
|
(920
|
)
|
|||
|
10,264
|
|
|
(2,701
|
)
|
|
7,563
|
|
|||
Income (loss) before income tax provision (benefit)
|
(76,573
|
)
|
|
(25,476
|
)
|
|
(102,049
|
)
|
|||
Income tax provision (benefit)
|
(38,455
|
)
|
|
(7,273
|
)
|
|
(45,728
|
)
|
|||
Net income (loss)
|
$
|
(38,118
|
)
|
|
$
|
(18,203
|
)
|
|
$
|
(56,321
|
)
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
$
|
(5.02
|
)
|
|
|
|
$
|
(7.42
|
)
|
||
Diluted earnings (loss) per share
|
$
|
(5.02
|
)
|
|
|
|
$
|
(7.42
|
)
|
||
|
|
|
|
|
|
||||||
Dividends per share
|
$
|
1.0225
|
|
|
|
|
$
|
1.0225
|
|
||
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
7,590
|
|
|
|
|
7,590
|
|
||||
Diluted weighted average shares outstanding
|
7,590
|
|
|
|
|
7,590
|
|