UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
HAMILTON BEACH BRANDS HOLDING COMPANY
(Name of Issuer)
Class B Common Stock, par value $0.01 per share
(Title of Class of Securities)
40701T203
(CUSIP Number)
Alfred M. Rankin, Jr.
5875 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4017
(440) 449-9600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
76,403 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,403 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.89% |
|||||
14 |
TYPE OF REPORTING PERSON*
IN |
- 2 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
60,167 |
||||
8 |
SHARED VOTING POWER
410,975 |
|||||
9 |
SOLE DISPOSITIVE POWER
60,167 |
|||||
10 |
SHARED DISPOSITIVE POWER
410,975 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,142 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.65% |
|||||
14 |
TYPE OF REPORTING PERSON*
IN |
- 3 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
5,755 |
||||
8 |
SHARED VOTING POWER
465,387 |
|||||
9 |
SOLE DISPOSITIVE POWER
5,755 |
|||||
10 |
SHARED DISPOSITIVE POWER
465,387 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,142 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.65% |
|||||
14 |
TYPE OF REPORTING PERSON*
IN |
- 4 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 5 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
IN |
- 6 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 7 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 8 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 9 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 10 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 11 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 12 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 13 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 14 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 15 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 16 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 17 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 18 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 19 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 20 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 21 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 22 -
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
0 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% |
|||||
14 |
TYPE OF REPORTING PERSON*
OO |
- 23 -
Part II to Schedule 13D/A
This Amendment No. 4 to Schedule 13D (this Amendment No. 4) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock (Class B Common) of Hamilton Beach Brands Holding Company (the Company) held by certain signatories to the Stockholders Agreement, dated as of September 29, 2017, as amended February 24, 2020 and as further amended December 21, 2020, among the stockholders party thereto and the Issuer, that appeared in the Schedule 13D filed by the Reporting Persons on October 6, 2017 (the Initial Filing), as amended on February 14, 2018 (Amendment No. 1), as amended on February 14, 2019 (Amendment No. 2) and as amended on February 13, 2020 (Amendment No. 3), (collectively, the Filings). This Amendment No. 4 (a) updates certain information with respect to certain Reporting Persons under the Initial Filing and (b) reflects the acquisition and/or disposition of shares of Class B Common by certain Reporting Persons. Capitalized terms used herein but not defined herein have the meanings assigned to them in the Filings.
Item 2. Identity and Background.
(a)(c) Item 2 of the Filings is hereby amended as follows:
The statements under the heading Theodore D. Taplin are hereby deleted and replaced by the following:
Theodore D. Taplin. Mr. Taplin is deceased.
The statements under the heading A. Farnham Rankin are hereby deleted and replaced by the following:
A. Farnham Rankin. Ms. Rankins address is 1449 Carpenter Road, Gates Mills, Ohio 44040. She is employed by Broadridge Financial Solutions, Inc.
The following new Reporting Persons shall be added:
Elisabeth Marshall Rankin Main Trust u/a/d December 30, 2015, as amended. Roger F. Rankin is the trustee of the trust. Mr. Rankins resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.
Paige J. Rankin (by Claiborne R. Rankin, Jr., as Custodian). Mr. Rankins resident address is 103 Marion Avenue, Lake Forest, IL 60045. He is employed in IP Licensing at MG Technologies LLC.
Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr. dated August 26, 2016. Claiborne R. Rankin, Jr. is the trustee of the trust. Mr. Rankins resident address is 103 Marion Avenue, Lake Forest, IL 60045. He is employed in IP Licensing at MG Technologies LLC.
BTR 2020 GST Trust for Helen R. Butler. Helen R. Butler is the trustee of the trust. Ms. Butlers resident address is 7575 Old Mill Rd, P.O. Box 477, Gates Mills, OH 44040. She is a Sales Associate at Wool and Willow.
BTR 2020 GST Trust for Clara R. Williams. Clara R. Williams is the trustee of the trust. Ms. Williams resident address is 1654 N. Dayton Street, Chicago, Illinois 60614. She is a jewelry designer.
BTR 2020 GST Trust for Matthew M. Rankin. Thomas T. Rankin is the trustee of the trust. Mr. Rankins resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.
BTR 2020 GST Trust for James T. Rankin. Thomas T. Rankin is the trustee of the trust. Mr. Rankins resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.
BTR 2020 GST Trust for Thomas P.K. Rankin. Thomas T. Rankin is the trustee of the trust. Mr. Rankins resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.
- 24 -
BTR 2020 GST Trust for Chloe R. Seelbach. Claiborne R. Rankin is the trustee of the trust. Mr. Rankins resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.
BTR 2020 GST Trust for Claiborne R. Rankin, Jr. Claiborne R. Rankin is the trustee of the trust. Mr. Rankins resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.
BTR 2020 GST Trust for Julia R. Kuipers. Claiborne R. Rankin is the trustee of the trust. Mr. Rankins resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.
BTR 2020 GST Trust for Anne F. Rankin. Roger F. Rankin is the trustee of the trust. Mr. Rankins resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.
BTR 2020 GST Trust for Elisabeth M. Rankin. Roger F. Rankin is the trustee of the trust. Mr. Rankins resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.
CRW 2020 GST Trust for Margo J.V. Williams. David B.H. Williams is the trustee of the trust. Mr. Williams resident address is 1654 N. Dayton, Chicago, Illinois 60614. He is an attorney with Williams, Bax & Saltzman, P.C.
CRW 2020 GST Trust for Helen C. Williams. David B.H. Williams is the trustee of the trust. Mr. Williams resident address is 1654 N. Dayton, Chicago, Illinois 60614. He is an attorney with Williams, Bax & Saltzman, P.C.
HRB 2020 GST Trust for Clara R. Butler. Clara R. Williams is the trustee of the trust. Ms. Williams resident address is 1654 N. Dayton, Chicago, Illinois 60614. She is a jewelry designer.
HRB 2020 GST Trust for Griffin B. Butler. Clara R. Williams is the trustee of the trust. Ms. Williams resident address is 1654 N. Dayton, Chicago, Illinois 60614. She is a jewelry designer.
JCB 2020 GST Trust for Clara R. Butler. Helen R. Butler is the trustee of the trust. Ms. Butlers resident address is 7575 Old Mill Rd, P.O. Box 477, Gates Mills, OH 44040. She is a Sales Associate at Wool and Willow.
JCB 2020 GST Trust for Griffin B. Butler. Helen R. Butler is the trustee of the trust. Ms. Butlers resident address is 7575 Old Mill Rd, P.O. Box 477, Gates Mills, OH 44040. She is a Sales Associate at Wool and Willow.
Item 5. Interest in Securities of the Issuer.
(a)(b) Although each Reporting Person disclaims beneficial ownership of any shares of Class B Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 3,266,335 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Stockholders Agreement, representing 80.75% of the outstanding Class B Common as of December 31, 2020.
The statements under the heading Theodore D. Taplin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Theodore D. Taplin. Mr. Taplins estate shares the power to dispose of 76,403 shares of Class B Common. Collectively, the 76,403 shares of Class B Common beneficially owned by Mr. Taplins estate constitute approximately 1.89% of the Class B Common outstanding as of December 31, 2020.
The statements under the heading Britton T. Taplin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Britton T. Taplin. Mr. Taplin has the sole power to vote and dispose of 60,167 shares of Class B Common. Mr. Taplin is deemed to share with his spouse (DiAhn E. Taplin) the power to vote and dispose of 5,755 shares of Class B Common and is deemed to share with the Taplin Family the power to vote and dispose of 56,120
- 25 -
shares of Class B Common held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of 349,100 shares of Class B Common held in a trust for Abigail II, LLC. Collectively, the 471,142 shares of Class B Common beneficially owned by Mr. Taplin constitute approximately 11.65% of the Class B Common outstanding as of December 31, 2020.
The statements under the heading DiAhn Taplin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
DiAhn Taplin M.D. Dr. Taplin has the sole power to vote and dispose of 5,755 shares of Class B Common. Dr. Taplin is deemed to share with her spouse (Britton T. Taplin) the power to vote and dispose of (a) 39,884 shares of Class B Common owned by her spouse, (b) 56,120 shares of Class B Common held in a trust for the benefit of Abigail LLC because her spouse is co-trustee of such trust and (c) 20,283 shares of Class B Common held in a trust for the benefit of Theodore D. Taplin because her spouse is the trustee of such trust. Collectively, the 471,142 shares of Class B Common beneficially owned by Dr. Taplin constitute approximately 11.65% of the Class B Common outstanding as of December 31, 2020.
The following new Reporting Persons shall be added:
Elisabeth Marshall Rankin Main Trust u/a/d December 30, 2015, as amended. The trust has no power to vote or dispose of any shares of Class B Common. Roger F. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
Paige J. Rankin (by Claiborne R. Rankin, Jr., as Custodian). Ms. Rankin has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, Jr., as custodian, has the sole power to vote and dispose of the shares of Class B Common held by Paige J. Rankin.
Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr. dated August 26, 2016. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, Jr. as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for Helen R. Butler. The trust has no power to vote or dispose of any shares of Class B Common. Helen R. Butler, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for Clara R. Williams. The trust has no power to vote or dispose of any shares of Class B Common. Clara R. Williams, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for Matthew M. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for James T. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for Thomas P. K. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for Chloe R. Seelbach. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for Claiborne R. Rankin, Jr. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
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BTR 2020 GST Trust for Julia R. Kuipers. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for Anne F. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Roger F. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
BTR 2020 GST Trust for Elisabeth M. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Roger F. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
CRW 2020 GST Trust for Margo J.V. Williams. The trust has no power to vote or dispose of any shares of Class B Common. David B.H. Williams, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
CRW 2020 GST Trust for Helen C. Williams. The trust has no power to vote or dispose of any shares of Class B Common. David B.H. Williams, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
HRB 2020 GST Trust for Clara R. Butler. The trust has no power to vote or dispose of any shares of Class B Common. Clara R. Williams, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
HRB 2020 GST Trust for Griffin B. Butler. The trust has no power to vote or dispose of any shares of Class B Common. Clara R. Williams, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
JCB 2020 GST Trust for Clara R. Butler. The trust has no power to vote or dispose of any shares of Class B Common. Helen R. Butler, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
JCB 2020 GST Trust for Griffin B. Butler. The trust has no power to vote or dispose of any shares of Class B Common. Helen R. Butler, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information provided with respect to the Stockholders Agreement is hereby amended by inserting at the end thereof the following:
Effective February 24, 2020, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders Agreement amending the Stockholders Agreement to add additional Participating Stockholders under the Stockholders Agreement. A copy of the Amendment to the Stockholders Agreement is attached hereto as Exhibit 18 and is incorporated herein in its entirety.
Effective December 21, 2020, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders Agreement amending the Stockholders Agreement to add additional Participating Stockholders under the Stockholders Agreement. A copy of the Amendment to the Stockholders Agreement is attached hereto as Exhibit 19 and is incorporated herein in its entirety.
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Item 7. Material to be Filed as Exhibits.
Exhibit 18 | Amendment to Stockholders Agreement, dated as of February 24, 2020, by and between the Depository, the Issuer, the new Participating Stockholders and the Participating Stockholders (incorporated by reference to Exhibit 10.38 to the Form 10-K/A, filed by the Issuer on July 24, 2020, Commission File Number 001-38214). | |
Exhibit 19 | Amendment to Stockholders Agreement, dated as of December 21, 2020, by and between the Depository, the Issuer, the new Participating Stockholders and the Participating Stockholders. | |
Exhibit 20 | Joint Filing Agreement |
[Signatures begin on the next page.]
[The remainder of this page was intentionally left blank.]
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2021
By: |
/s/ Alfred M. Rankin, Jr. |
|
Alfred M. Rankin, Jr., on behalf of himself, and as: |
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Attorney-in-Fact for Clara L. T. Rankin* Attorney-in-Fact for Victoire G. Rankin* Attorney-in-Fact for Helen R. Butler* Attorney-in-Fact for Clara T. Rankin Williams* Attorney-in-Fact for Thomas T. Rankin* Attorney-in-Fact for Matthew M. Rankin* Attorney-in-Fact for James T. Rankin* Attorney-in-Fact for Claiborne R. Rankin* Attorney-in-Fact for Chloe O. Rankin* Attorney-in-Fact for Chloe R. Seelbach* Attorney-in-Fact for Claiborne R. Rankin, Jr.* Attorney-in-Fact for Roger F. Rankin* Attorney-in-Fact for Bruce T. Rankin* Attorney-in-Fact for Martha S. Kelly* Attorney-in-Fact for Susan Sichel* Attorney-in-Fact for Jennifer T. Jerome* Attorney-in-Fact for Caroline T. Ruschell* Attorney-in-Fact for David F. Taplin* Attorney-in-Fact for Beatrice B. Taplin* Attorney-in-Fact for Theodore D. Taplin* Attorney-in-Fact for Britton T. Taplin* Attorney-in-Fact for Frank F. Taplin* Attorney-in-Fact for Rankin Management, Inc.* Attorney-in-Fact for Rankin Associates I, L.P.* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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.* Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr. as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin* Attorney-in-Fact for 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* Attorney-in-Fact for 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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Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams* Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler* Attorney-in-Fact for Corbin Rankin* Attorney-in-Fact for Alison A. Rankin* Attorney-in-Fact for National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin* Attorney-in-Fact for Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor* Attorney-in-Fact for Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor* Attorney-in-Fact for Rankin Associates II, L.P.* Attorney-in-Fact for John C. Butler, Jr.* Attorney-in-Fact for Clara Rankin Butler * Attorney-in-Fact for 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* Attorney-in-Fact for David B. Williams* Attorney-in-Fact for Griffin B. Butler* Attorney-in-Fact for The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000* |
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Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin* Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin* Attorney-in-Fact for Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000* Attorney-in-Fact for The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin* Attorney-in-Fact for Scott Seelbach* Attorney-in-Fact for Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)* Attorney-in-Fact for 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* Attorney-in-Fact for 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. * Attorney-in-Fact for Clara Rankin Butler 2002 Trust, dated November 5, 2002 * Attorney-in-Fact for Griffin Bedwell Butler 2002 Trust, dated November 5, 2002 * Attorney-in-Fact for Elizabeth B. Rankin* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Helen Charles Williams (by David B.H. Williams as Custodian of Helen Charles Williams)* Attorney-in-Fact for Julia L. Rankin Kuipers* Attorney-in-Fact for Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin* Attorney-in-Fact for Thomas Parker Rankin* Attorney-in-Fact for Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian under the Ohio Transfers to Minors Act)* Attorney-in-Fact for 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* Attorney-in-Fact for Rankin Associates IV, L.P.* |
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Attorney-in-Fact for Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Lynne Turman Rankin* Attorney-in-Fact for Jacob A. Kuipers* Attorney-in-Fact for 2012 Chloe O. Rankin Trust* Attorney-in-Fact for 2012 Corbin K. Rankin Trust* Attorney-in-Fact for 2012 Alison A. Rankin Trust* Attorney-in-Fact for 2012 Helen R. Butler Trust* Attorney-in-Fact for 2012 Clara R. Williams Trust* Attorney-in-Fact for The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009* Attorney-in-Fact for Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)* Attorney-in-Fact for William Alexander Rankin (by Matthew M. Rankin, as Custodian)* Attorney-in-Fact for Margaret Pollard Rankin (by James T. Rankin, as Custodian)* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)* Attorney-in-Fact for Elisabeth M. Rankin* Attorney-in-Fact for A. Farnham Rankin* Attorney-in-Fact for Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011* Attorney-in-Fact for The Beatrice B. Taplin Trust /Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin* Attorney-in-Fact for Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee* |
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Attorney-in-Fact for Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee* Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 as amended, Beatrice Taplin, Trustee* Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee* Attorney-in-Fact for Alfred M. Rankin Jr.-Roth IRA-Brokerage Account #****** Attorney-in-Fact for John C. Butler, Jr.-Roth IRA-Brokerage Account #****** Attorney-in-Fact for DiAhn Taplin* Attorney-in-Fact for BTR 2012 GST for Helen R. Butler* Attorney-in-Fact for BTR 2012 GST for Clara R. Williams* Attorney-in-Fact for BTR 2012 GST for James T. Rankin* Attorney-in-Fact for BTR 2012 GST for Matthew M. Rankin* Attorney-in-Fact for BTR 2012 GST for Thomas P. Rankin* Attorney-in-Fact for BTR 2012 GST for Chloe R. Seelbach* Attorney-in-Fact for BTR 2012 GST for Claiborne R. Rankin, Jr.* Attorney-in-Fact for BTR 2012 GST for Julia R. Kuipers* Attorney-in-Fact for BTR 2012 GST for Anne F. Rankin* Attorney-in-Fact for BTR 2012 GST for Elisabeth M. Rankin* Attorney-in-Fact for The Anne F. Rankin Trust dated August 15, 2012* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 2016 Anne F. Rankin Trust* Attorney-in-Fact for 2016 Elisabeth M. Rankin Trust* Attorney-in-Fact for AMR Associates, LP* Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III* |
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Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers* Attorney-in-Fact for Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)* Attorney-in-Fact for Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)* Attorney-in-Fact for Vested Trust for James T. Rankin, Jr. U/A/D/ December 4, 2015* Attorney-in-Fact for Vested Trust for Margaret Pollard Rankin U/A/D/ December 4, 2015* Attorney-in-Fact for Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)* Attorney-in-Fact for James T. Rankin, Jr. (by James T. Rankin, as Custodian)* Attorney-in-Fact for Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)* Attorney-in-Fact for 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.* Attorney-in-Fact for Rankin Associates V, L.P.* Attorney-in-Fact for Rankin Associates VI, L.P.* Attorney-in-Fact for Elisabeth Marshall Rankin Main Trust u/a/d December 30, 2015, as amended** Attorney-in-Fact for Paige J. Rankin (by Claiborne R. Rankin, Jr., as Custodian)** Attorney-in-Fact for Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr. dated August 26, 2016** Attorney-in-Fact for BTR 2020 GST Trust for Helen R. Butler*** Attorney-in-Fact for BTR 2020 GST Trust for Clara R. Williams*** Attorney-in-Fact for BTR 2020 GST Trust for Matthew M. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for James T. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Thomas P.K. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Chloe R. Seelbach*** Attorney-in-Fact for BTR 2020 GST Trust for Claiborne R. Rankin, Jr.*** Attorney-in-Fact for BTR 2020 GST Trust for Julia R. Kuipers*** Attorney-in-Fact for BTR 2020 GST Trust for Anne F. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Elisabeth M. Rankin*** Attorney-in-Fact for CRW 2020 GST Trust for Margo J.V. Williams*** Attorney-in-Fact for CRW 2020 GST Trust for Helen C. Williams*** |
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Attorney-in-Fact for HRB 2020 GST Trust for Clara R. Butler*** Attorney-in-Fact for HRB 2020 GST Trust for Griffin B. Butler*** Attorney-in-Fact for JCB 2020 GST Trust for Clara R. Butler*** Attorney-in-Fact for JCB 2020 GST Trust for Griffin B. Butler*** |
* |
The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 13 of the Initial Filing. |
** |
The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 18 hereto. |
*** |
The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 19 hereto. |
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Exhibit 19
Amendment to HBBHC Stockholders Agreement
AMENDMENT TO STOCKHOLDERS AGREEMENT
This AMENDMENT TO STOCKHOLDERS AGREEMENT, dated as of December 21, 2020 (this Amendment), by and among the Depository, Hamilton Beach Brands Holding Company, a Delaware corporation (the Corporation), the new Participating Stockholder identified on the signature pages hereto (the New Participating Stockholder) and the Participating Stockholders under the Stockholders Agreement, dated as of September 29, 2017, as amended (the Stockholders Agreement), by and among the Depository, the Corporation and the Participating Stockholders. Capitalized terms defined in the Stockholders Agreement are used herein as so defined.
This Amendment sets forth the terms and conditions on which the New Participating Stockholder will join in and become a party to the Stockholders Agreement.
Pursuant to Section 8 of the Stockholders Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee.
In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows:
Representations and Warranties. The New Participating Stockholder represents and warrants to the other Participating Stockholders and the Corporation as follows:
The New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the beneficial owner of, the shares of Class B Common Stock identified below such New Participating Stockholders name on the signature pages hereto (except as otherwise described thereon), and except as otherwise described thereon such New Participating Stockholder does not own of record or beneficially or have any interest in any other shares of Class B Common Stock or any options to purchase or rights to subscribe or otherwise acquire any other shares of Class B Common Stock other than pursuant to the Stockholders Agreement;
The New Participating Stockholder has the right, power and authority to execute and deliver this Amendment and to perform such New Participating Stockholders obligations hereunder and under the Stockholders Agreement; if this Amendment is being executed by a trustee on behalf of a trust, such trustee has full right, power and authority to enter into this Amendment on behalf of the trust and to bind the trust and its beneficiaries to the terms hereof; if this Amendment is being executed on behalf of a Participating Stockholder Organization, the person executing this Amendment is a duly authorized representative of such Participating Stockholder Organization with full right, power and authority to execute and deliver this Amendment on behalf of such Participating Stockholder Organization and to bind such Participating Stockholder Organization to the terms hereof; the execution, delivery and performance of this Amendment by such New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which such New Participating Stockholder is a party or by which such New
Amendment to HBBHC Stockholders Agreement
Participating Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to such New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body;
This Amendment and the Stockholders Agreement constitute legal, valid and binding agreements on the part of such New Participating Stockholder; the shares of Class B Common Stock owned beneficially by such New Participating Stockholder are fully paid and non-assessable; and
The shares of Class B Common Stock owned beneficially by the New Participating Stockholder are now held by the New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate).
Address for Notices. The address for all notices to each New Participating Stockholder provided pursuant to the Stockholders Agreement shall be the address set forth below such New Participating Stockholders name on the signature pages hereto, or to such other address as such New Participating Stockholder may specify to the Depository.
Agreement to be Bound by Stockholders Agreement. The New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders Agreement applicable to Participating Stockholders.
Beneficiaries. The New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment.
Amendment of Stockholders Agreement. The Stockholders Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder.
Signature of Amendment by Trusts, Minors and Incompetents.
In order for a trust exclusively (as defined in Section 1.11 of the Stockholders Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder:
the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders Agreement or shall sign this Amendment as a Participating Stockholder;
the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such minor beneficiaries; or
Amendment to HBBHC Stockholders Agreement
the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such incompetent beneficiaries.
If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary has not previously signed the Stockholders Agreement, then if such beneficiary shall fail or be unable to sign this Amendment for a period of 30 calendar days following notification to such beneficiary of the terms of this Amendment and the Stockholders Agreement by the Depository and following signature of this Amendment by the trustee, the trust shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable.
In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.
In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.
In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Amendment on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder.
When a minor described in Section 6(c) or(d) reaches the age of majority, or an incompetent described in Section 6(e) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such Family Member of the terms of the Stockholders Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders Agreement shall then apply as if the shares of Class B Common Stock were then to be converted.
Power of Attorney. The undersigned New Participating Stockholder hereby constitutes and appoints Alfred M. Rankin, Jr., Eric Orsic, Thomas J. Murphy, Dana B. Sykes, Andrew C. Thomas, Derek R. Redmond and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities to:
Amendment to HBBHC Stockholders Agreement
execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934 of beneficial ownership of shares of Class B Common Stock subject to the Stockholders Agreement as amended by this Amendment, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k) under such Exchange Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and
execute and deliver any and all Amendments whereby a Family Member, Charitable Organization or Participating Stockholder Organization becomes a Participating Stockholder or any other amendment to the Stockholders Agreement in accordance with Section 8 of the Stockholders Agreement, other than those amendments that (i) extend the term of the Stockholders Agreement or(ii) amend Section 2, 3, 4 or 8 of the Stockholders Agreement, thereby granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them, or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 7. The grant of this power of attorney shall not be affected by any disability of such undersigned New Participating Stockholder. If applicable law requires additional or substituted language or formalities (including witnesses or acknowledgments) in order to validate the power of attorney intended to be granted by this Section 7, each New Participating Stockholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney.
Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, without production of the others.
Amendment to HBBHC Stockholders Agreement
IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.
BTR 2020 GST Trust for Matthew M. Rankin |
BTR 2020 GST Trust for James T. Rankin |
BTR 2020 GST Trust for Thomas P. K. Rankin |
/s/ Thomas T. Rankin |
By: Thomas T. Rankin, Trustee |
(each a new Participating Stockholder) |
Address: | 4421 Waterfront Dr. | |
Glen Allen, VA 23060 |
Amendment to HBBHC Stockholders Agreement
IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.
BTR 2020 GST Trust for Chloe R. Seelbach | ||
BTR 2020 GST Trust for Claiborne R. Rankin, Jr. | ||
BTR 2020 GST Trust for Julia R. Kuipers | ||
/s/ Claiborne R. Rankin | ||
By: | Claiborne R. Rankin, Trustee | |
(each a new Participating Stockholder) |
Address: | 4421 Waterfront Dr. | |
Glen Allen, VA 23060 |
Amendment to HBBHC Stockholders Agreement
IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.
BTR 2020 GST Trust for Anne F. Rankin |
||
BTR 2020 GST Trust for Elisabeth M. Rankin | ||
/s/ Roger F. Rankin | ||
By: | Roger F. Rankin, Trustee | |
(each a new Participating Stockholder) |
Address: | 4421 Waterfront Dr. | |
Glen Allen, VA 23060 |
Amendment to HBBHC Stockholders Agreement
IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.
CRW 2020 GST Trust for Margo J.V. Williams |
CRW 2020 GST Trust for Helen C. Williams |
/s/ David B. H. Williams |
By: | David B. H. Williams, Trustee | |
(each a new Participating Stockholder) |
Address: | 4421 Waterfront Dr. | |
Glen Allen, VA 23060 |
Amendment to HBBHC Stockholders Agreement
IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.
BTR 2020 GST Trust for Clara R. Williams |
HRB 2020 GST Trust for Clara R. Butler |
HRB 2020 GST Trust for Griffin B. Butler |
/s/ Clara R. Williams |
By: |
Clara R. Williams, Trustee |
|
(each a new Participating Stockholder) |
Address: |
4421 Waterfront Dr. |
|
Glen Allen, VA 23060 |
Amendment to HBBHC Stockholders Agreement
IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.
BTR 2020 GST Trust for Helen R. Butler | ||
JCB 2020 GST Trust for Clara R. Butler | ||
JCB 2020 GST Trust for Griffin B. Butler | ||
/s/ Helen R. Butler |
By: | Helen R. Butler, Trustee |
(each a new Participating Stockholder) |
Address: | 4421 Waterfront Dr. | |
Glen Allen, VA 23060 |
Amendment to HBBHC Stockholders Agreement
HAMILTON BEACH BRANDS HOLDING COMPANY, as Depository |
||
By: | /s/ Dana B. Sykes | |
Dana B. Sykes, | ||
Senior Vice President, General Counsel and Secretary |
Amendment to HBBHC Stockholders Agreement
HAMILTON BEACH BRANDS HOLDING COMPANY | ||
By: | /s/ Dana B. Sykes | |
Dana B. Sykes, | ||
Senior Vice President, General Counsel and Secretary |
Amendment to HBBHC Stockholders Agreement
THE PARTICIPATING STOCKHOLDERS | ||
listed in Annex A attached hereto and incorporated herein by this reference | ||
By: | Derek R. Redmond | |
Derek R. Redmond |
Amendment to HBBHC Stockholders Agreement
Annex A
PARTICIPATING STOCKHOLDERS
1. |
Clara L. T. Rankin |
2. |
Alfred M. Rankin, Jr. |
3. |
Victoire G. Rankin |
4. |
Helen Rankin Butler (f/k/a Helen P. Rankin) |
5. |
Clara T. Rankin Williams (f/k/a Clara T. Rankin) |
6. |
Thomas T. Rankin |
7. |
Matthew M. Rankin |
8. |
James T. Rankin |
9. |
Claiborne R. Rankin |
10. |
Chloe O. Rankin |
11. |
Chloe R. Seelbach (f/k/a Chloe E. Rankin) |
12. |
Claiborne R. Rankin, Jr. |
13. |
Roger F. Rankin |
14. |
Bruce T. Rankin |
15. |
Martha S. Kelly |
16. |
Susan Sichel |
17. |
Jennifer T. Jerome |
18. |
Caroline T. Ruschell |
19. |
David F. Taplin |
20. |
Beatrice B. Taplin |
21. |
Theodore D. Taplin |
22. |
Britton T. Taplin |
23. |
Frank F. Taplin |
Amendment to HBBHC Stockholders Agreement
24. |
Rankin Management, Inc. |
25. |
Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.) |
26. |
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 |
27. |
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 |
28. |
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. |
29. |
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 |
30. |
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 |
31. |
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 |
32. |
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 |
33. |
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 |
34. |
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 |
35. |
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 |
36. |
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams |
37. |
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler |
Amendment to HBBHC Stockholders Agreement
38. |
Corbin Rankin |
39. |
Alison A. Rankin |
40. |
National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin |
41. |
Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor |
42. |
Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor |
43. |
Rankin Associates II, L.P. |
44. |
John C. Butler, Jr. |
45. |
Clara Rankin Butler |
46. |
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 |
47. |
David B. H. Williams |
48. |
Griffin B. Butler (by John C. Butler, Jr. as Custodian) |
49. |
The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000 |
50. |
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin |
51. |
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin |
52. |
Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000 |
53. |
The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin |
54. |
Scott Seelbach |
55. |
Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian) |
56. |
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 |
57. |
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. |
Amendment to HBBHC Stockholders Agreement
58. |
Clara Rankin Butler 2002 Trust, dated November 5, 2002 |
59. |
Griffin Bedwell Butler 2002 Trust, dated November 5, 2002 |
60. |
Elizabeth B. Rankin |
61. |
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 |
62. |
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 |
63. |
Helen Charles Williams (by David B.H. Williams as Custodian) |
64. |
Julia L. Rankin Kuipers |
65. |
Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin |
66. |
Thomas Parker Rankin |
67. |
Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian) |
68. |
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 |
69. |
Rankin Associates IV, L.P. |
70. |
Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin |
71. |
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 |
72. |
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 |
73. |
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 |
74. |
Lynne Turman Rankin |
Amendment to HBBHC Stockholders Agreement
75. |
Jacob A. Kuipers |
76. |
2012 Chloe O. Rankin Trust |
77. |
2012 Corbin K. Rankin Trust |
78. |
2012 Alison A. Rankin Trust |
79. |
2012 Helen R. Butler Trust |
80. |
2012 Clara R. Williams Trust |
81. |
The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009 |
82. |
Mary Marshall Rankin (by Matthew M. Rankin, as Custodian) |
83. |
William Alexander Rankin (by Matthew M. Rankin, as Custodian) |
84. |
Margaret Pollard Rankin (by James T. Rankin, as Custodian) |
85. |
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 |
86. |
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 |
87. |
Isabelle Seelbach (by Chloe R. Seelbach, as Custodian) |
88. |
Elisabeth M. Rankin |
89. |
A. Farnham Rankin |
90. |
Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011 |
91. |
The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin |
92. |
Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee |
93. |
Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee |
94. |
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee |
95. |
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee |
Amendment to HBBHC Stockholders Agreement
96. |
Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #***** |
97. |
John C. Butler, Jr.-Roth IRA- Brokerage Account #***** |
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 |
Amendment to HBBHC Stockholders Agreement
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 |
122. |
Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian) |
123. |
James T. Rankin, Jr. (by James T. Rankin, as Custodian) |
124. |
Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian) |
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. |
128. |
Paige J. Rankin (by Claiborne R. Rankin, Jr. as Custodian) |
129. |
Claiborne R. Rankin, Jr., Trustee of the Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr. dated 08/26/2016 |
130. |
Roger F. Rankin, Trustee of the Elisabeth Marshall Rankin Main Trust u/a/d December 30, 2015 |
EXHIBIT 20
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of the undersigned.
Date: February 12, 2021
By: |
/s/ Alfred M. Rankin, Jr. |
|
Alfred M. Rankin, Jr., on behalf of himself, and as: |
Attorney-in-Fact for Clara L. T. Rankin* | ||
Attorney-in-Fact for Victoire G. Rankin* | ||
Attorney-in-Fact for Helen R. Butler* | ||
Attorney-in-Fact for Clara T. Rankin Williams* | ||
Attorney-in-Fact for Thomas T. Rankin* | ||
Attorney-in-Fact for Matthew M. Rankin* | ||
Attorney-in-Fact for James T. Rankin* | ||
Attorney-in-Fact for Claiborne R. Rankin* | ||
Attorney-in-Fact for Chloe O. Rankin* | ||
Attorney-in-Fact for Chloe R. Seelbach* | ||
Attorney-in-Fact for Claiborne R. Rankin, Jr.* | ||
Attorney-in-Fact for Roger F. Rankin* | ||
Attorney-in-Fact for Bruce T. Rankin* | ||
Attorney-in-Fact for Martha S. Kelly* | ||
Attorney-in-Fact for Susan Sichel* | ||
Attorney-in-Fact for Jennifer T. Jerome* | ||
Attorney-in-Fact for Caroline T. Ruschell* | ||
Attorney-in-Fact for David F. Taplin* | ||
Attorney-in-Fact for Beatrice B. Taplin* | ||
Attorney-in-Fact for Theodore D. Taplin* | ||
Attorney-in-Fact for Britton T. Taplin* | ||
Attorney-in-Fact for Frank F. Taplin* | ||
Attorney-in-Fact for Rankin Management, Inc.* | ||
Attorney-in-Fact for Rankin Associates I, L.P.* | ||
Attorney-in-Fact for 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* |
||
Attorney-in-Fact for 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* |
||
Attorney-in-Fact for 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.* |
||
Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr. as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin* |
||
Attorney-in-Fact for 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* |
||
Attorney-in-Fact for 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* |
- 2 -
Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams* Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler* Attorney-in-Fact for Corbin Rankin* Attorney-in-Fact for Alison A. Rankin* Attorney-in-Fact for National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin* Attorney-in-Fact for Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor* Attorney-in-Fact for Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor* Attorney-in-Fact for Rankin Associates II, L.P.* Attorney-in-Fact for John C. Butler, Jr.* Attorney-in-Fact for Clara Rankin Butler * Attorney-in-Fact for 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* Attorney-in-Fact for David B. Williams* Attorney-in-Fact for Griffin B. Butler* Attorney-in-Fact for The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000* |
- 3 -
Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin* Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin* Attorney-in-Fact for Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000* Attorney-in-Fact for The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin* Attorney-in-Fact for Scott Seelbach* Attorney-in-Fact for Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)* Attorney-in-Fact for 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* Attorney-in-Fact for 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. * Attorney-in-Fact for Clara Rankin Butler 2002 Trust, dated November 5, 2002 * Attorney-in-Fact for Griffin Bedwell Butler 2002 Trust, dated November 5, 2002 * Attorney-in-Fact for Elizabeth B. Rankin* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Helen Charles Williams (by David B.H. Williams as Custodian of Helen Charles Williams)* Attorney-in-Fact for Julia L. Rankin Kuipers* Attorney-in-Fact for Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin* Attorney-in-Fact for Thomas Parker Rankin* Attorney-in-Fact for Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian under the Ohio Transfers to Minors Act)* Attorney-in-Fact for 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* Attorney-in-Fact for Rankin Associates IV, L.P.* |
- 4 -
Attorney-in-Fact for Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin* |
Attorney-in-Fact for 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* |
Attorney-in-Fact for 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* |
Attorney-in-Fact for 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* |
Attorney-in-Fact for Lynne Turman Rankin* |
Attorney-in-Fact for Jacob A. Kuipers* |
Attorney-in-Fact for 2012 Chloe O. Rankin Trust* |
Attorney-in-Fact for 2012 Corbin K. Rankin Trust* |
Attorney-in-Fact for 2012 Alison A. Rankin Trust* |
Attorney-in-Fact for 2012 Helen R. Butler Trust* |
Attorney-in-Fact for 2012 Clara R. Williams Trust* |
Attorney-in-Fact for The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009* |
Attorney-in-Fact for Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)* |
Attorney-in-Fact for William Alexander Rankin (by Matthew M. Rankin, as Custodian)* |
Attorney-in-Fact for Margaret Pollard Rankin (by James T. Rankin, as Custodian)* |
Attorney-in-Fact for 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* |
Attorney-in-Fact for 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* |
Attorney-in-Fact for Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)* |
Attorney-in-Fact for Elisabeth M. Rankin* |
Attorney-in-Fact for A. Farnham Rankin* |
Attorney-in-Fact for Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011* |
Attorney-in-Fact for The Beatrice B. Taplin Trust /Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin* |
Attorney-in-Fact for Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee* |
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Attorney-in-Fact for Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee* |
Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 as amended, Beatrice Taplin, Trustee* |
Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee* |
Attorney-in-Fact for Alfred M. Rankin Jr.-Roth IRA-Brokerage Account #****** |
Attorney-in-Fact for John C. Butler, Jr.-Roth IRA-Brokerage Account #****** |
Attorney-in-Fact for DiAhn Taplin* |
Attorney-in-Fact for BTR 2012 GST for Helen R. Butler* |
Attorney-in-Fact for BTR 2012 GST for Clara R. Williams* |
Attorney-in-Fact for BTR 2012 GST for James T. Rankin* |
Attorney-in-Fact for BTR 2012 GST for Matthew M. Rankin* |
Attorney-in-Fact for BTR 2012 GST for Thomas P. Rankin* |
Attorney-in-Fact for BTR 2012 GST for Chloe R. Seelbach* |
Attorney-in-Fact for BTR 2012 GST for Claiborne R. Rankin, Jr.* |
Attorney-in-Fact for BTR 2012 GST for Julia R. Kuipers* |
Attorney-in-Fact for BTR 2012 GST for Anne F. Rankin* |
Attorney-in-Fact for BTR 2012 GST for Elisabeth M. Rankin* |
Attorney-in-Fact for The Anne F. Rankin Trust dated August 15, 2012* |
Attorney-in-Fact for 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* |
Attorney-in-Fact for 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* |
Attorney-in-Fact for 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* |
Attorney-in-Fact for 2016 Anne F. Rankin Trust* |
Attorney-in-Fact for 2016 Elisabeth M. Rankin Trust* |
Attorney-in-Fact for AMR Associates, LP* |
Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III* |
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Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers* Attorney-in-Fact for Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)* Attorney-in-Fact for Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)* Attorney-in-Fact for Vested Trust for James T. Rankin, Jr. U/A/D/ December 4, 2015* Attorney-in-Fact for Vested Trust for Margaret Pollard Rankin U/A/D/ December 4, 2015* Attorney-in-Fact for Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)* Attorney-in-Fact for James T. Rankin, Jr. (by James T. Rankin, as Custodian)* Attorney-in-Fact for Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)* Attorney-in-Fact for 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.* Attorney-in-Fact for Rankin Associates V, L.P.* Attorney-in-Fact for Rankin Associates VI, L.P.* Attorney-in-Fact for Elisabeth Marshall Rankin Main Trust u/a/d December 30, 2015, as amended** Attorney-in-Fact for Paige J. Rankin (by Claiborne R. Rankin, Jr., as Custodian)** Attorney-in-Fact for Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr. dated August 26, 2016** Attorney-in-Fact for BTR 2020 GST Trust for Helen R. Butler*** Attorney-in-Fact for BTR 2020 GST Trust for Clara R. Williams*** Attorney-in-Fact for BTR 2020 GST Trust for Matthew M. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for James T. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Thomas P.K. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Chloe R. Seelbach*** Attorney-in-Fact for BTR 2020 GST Trust for Claiborne R. Rankin, Jr.*** Attorney-in-Fact for BTR 2020 GST Trust for Julia R. Kuipers*** Attorney-in-Fact for BTR 2020 GST Trust for Anne F. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Elisabeth M. Rankin*** Attorney-in-Fact for CRW 2020 GST Trust for Margo J.V. Williams*** Attorney-in-Fact for CRW 2020 GST Trust for Helen C. Williams*** |
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Attorney-in-Fact for HRB 2020 GST Trust for Clara R. Butler*** Attorney-in-Fact for HRB 2020 GST Trust for Griffin B. Butler*** Attorney-in-Fact for JCB 2020 GST Trust for Clara R. Butler*** Attorney-in-Fact for JCB 2020 GST Trust for Griffin B. Butler*** |
* |
The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 13 of the Initial Filing. |
** |
The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 18 hereto. |
*** |
The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 19 hereto. |
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