UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2015
HYSTER-YALE MATERIALS HANDLING, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-54799 | 31-1637659 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
5875 Landerbrook Drive
Cleveland, Ohio 44124-4069
(Address of principal executive offices, including zip code)
(440) 449-9600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On December 22, 2015, NACCO Materials Handling Group Inc. (“NMHG”), a wholly owned subsidiary of Hyster-Yale Materials Handling, Inc., entered into an Amendment (the “Amendment”) with GE Capital US Holdings, Inc. (successor in interest to General Electric Capital Corporation (“GECC”), which amends the Second Amended and Restated Joint Venture and Shareholders Agreement, dated November 21, 2013, between GECC and NMHG.
The foregoing summary of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, is qualified by reference to the Amendment, which is incorporated herein by reference to the Amendment.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
|
Exhibit Description |
|
| 10.1 | Amendment to Second Amended and Restated Joint Venture and Shareholders Agreement, dated as of December 22, 2015, between GE Capital US Holdings, Inc. (successor in interest to General Electric Capital Corporation) and NACCO Materials Handling Group, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 29, 2015 | HYSTER-YALE MATERIALS HANDLING, INC. | |||||
| By: |
/s/ Suzanne Schulze Taylor |
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| Name: | Suzanne Schulze Taylor | |||||
| Title: | Vice President, Deputy General Counsel and Assistant Secretary | |||||
EXHIBIT INDEX
|
Exhibit
|
Exhibit Description |
|
| 10.1 | Amendment to Second Amended and Restated Joint Venture and Shareholders Agreement, dated as of December 22, 2015, between GE Capital US Holdings, Inc. (successor in interest to General Electric Capital Corporation) and NACCO Materials Handling Group, Inc. | |
Exhibit 10.1
AMENDMENT TO SECOND AMENDED AND RESTATED JOINT VENTURE AND SHAREHOLDERS AGREEMENT
This Amendment (the “ Amendment ”) to that certain Second Amended and Restated Joint Venture and Shareholders Agreement (the “ Agreement ”) by and between GE Capital US Holdings, Inc. (successor in interest for purposes of the Agreement to General Electric Capital Corporation)(“ GE Capital ”) and NACCO Materials Handling Group, Inc. (“ NMHG ”) dated November 21, 2013 is entered into as of December 22, 2015 (the “ Effective Date ”). The terms of this Amendment are hereby incorporated into the Agreement as though fully set forth therein. Capitalized terms used but not defined herein shall have meanings given to them in the Agreement.
NOW THEREFORE, for good and valuable consideration, including the payment, concurrently with the execution and delivery of this Amendment to the Agreement, the sum of US $5,000,000 in immediately available funds, the sufficiency of which is agreed to by all of the Parties, the Parties, intending to be legally bound, agree as follows:
1. Amendment . Section 19(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
“19. Exclusivity
(a) As to GECC. With respect to GECC’s operations in the United States of America, GECC will endeavor not to enter into any other significant financing programs with other manufacturers of forklifts (the primary function of which would be to provide financing for forklifts in the United States).”
2. Limitations . The amendments set forth herein are limited precisely as written and shall not be deemed to (a) be a consent to, or waiver or modification of, any other term or condition of the Agreement, or (b) prejudice any right or rights which any party may now have or may have in the future under or in connection with the Agreement or any of the other documents referred to therein. Except as expressly modified hereby or by express written amendments thereof, the terms and provisions of the Agreement or any other documents or instruments executed in connection with the foregoing are and shall remain in full force and effect. In the event of a conflict between this Amendment and any of the foregoing documents, the terms of this Amendment shall be controlling.
3. Entire Agreement . This Amendment and the documents referred to herein represent the entire understanding of the parties hereto regarding the subject matter hereof and supersede all prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof.
4. Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts and all of such counterparts shall together constitute one and the same instrument. Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Amendment is not binding or effective with respect to the Agreement until executed by authorized representatives of all parties below.
IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed by their respective duly authorized representatives on the date set forth below.
| GE CAPITAL HOLDINGS US, INC., successor to GENERAL ELECTRIC CAPITAL CORPORATION | NACCO MATERIALS HANDLING GROUP, INC. | |||||||
| By: |
/s/ Diane Cooper |
By: |
/s/ Kenneth C. Schilling |
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| Name: |
Diane Cooper |
Name: |
Kenneth C. Schilling |
|||||
| Title: |
Vice President |
Title: |
Senior Vice President and Chief Financial Officer |
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