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1
| Annual Report on Form 10-K for the fiscal year ended December 31, 2008; | ||
| Current Reports on Form 8-K filed on February 12, 2009 and March 31, 2009; and | ||
| The description of Class A common stock set forth in the registration statement on Form 8-B filed June 6, 1986. |
2
3
4
Year ended December 31, | ||||||||||||||||||||
2008(1) | 2007(2) | 2006(2) | 2005(2) | 2004(2) | ||||||||||||||||
(in millions, except per share data) | ||||||||||||||||||||
STATEMENT OF OPERATIONS DATA: |
||||||||||||||||||||
Revenues |
$ | 3,680.3 | $ | 3,602.7 | $ | 3,349.0 | $ | 3,157.4 | $ | 2,782.6 | ||||||||||
Operating profit (loss) |
$ | (387.3 | ) | $ | 139.3 | $ | 173.6 | $ | 108.9 | $ | 86.9 | |||||||||
Income (loss) before extraordinary gain |
$ | (437.6 | ) | $ | 90.4 | $ | 94.0 | $ | 58.4 | $ | 46.7 | |||||||||
Extraordinary gain, net-of-tax (3) |
| | 12.8 | 4.7 | 0.5 | |||||||||||||||
Net income (loss) |
$ | (437.6 | ) | $ | 90.4 | $ | 106.8 | $ | 63.1 | $ | 47.2 | |||||||||
Basic earnings (loss) per share: |
||||||||||||||||||||
Income (loss) before extraordinary
gain |
$ | (52.84 | ) | $ | 10.94 | $ | 11.41 | $ | 7.10 | $ | 5.69 | |||||||||
Extraordinary gain, net-of-tax (3) |
| | 1.56 | 0.57 | 0.06 | |||||||||||||||
Net income (loss) per basic share |
$ | (52.84 | ) | $ | 10.94 | $ | 12.97 | $ | 7.67 | $ | 5.75 | |||||||||
Diluted earnings (loss) per share: |
||||||||||||||||||||
Income (loss) before extraordinary
gain |
$ | (52.84 | ) | $ | 10.93 | $ | 11.40 | $ | 7.10 | $ | 5.69 | |||||||||
Extraordinary gain, net-of-tax (3) |
| | 1.56 | 0.57 | 0.06 | |||||||||||||||
Net income (loss) per diluted share |
$ | (52.84 | ) | $ | 10.93 | $ | 12.96 | $ | 7.67 | $ | 5.75 | |||||||||
BALANCE SHEET DATA: |
||||||||||||||||||||
Total assets (as of period end) |
$ | 1,687.9 | $ | 2,427.3 | $ | 2,154.5 | $ | 2,091.6 | $ | 2,035.6 | ||||||||||
Long-term debt (as of period end) |
$ | 400.5 | $ | 439.5 | $ | 359.9 | $ | 406.2 | $ | 407.4 | ||||||||||
Stockholders equity (as of period end) |
$ | 356.7 | $ | 891.4 | $ | 791.3 | $ | 700.9 | $ | 685.0 | ||||||||||
OTHER DATA: |
||||||||||||||||||||
Per share data: |
||||||||||||||||||||
Cash dividends |
$ | 2.045 | $ | 1.980 | $ | 1.905 | $ | 1.848 | $ | 1.675 |
(1) | During the fourth quarter of 2008, our stock price significantly declined compared with previous periods and our market value of equity was below the book value of tangible assets and the book value of equity. We performed an interim impairment test, which indicated that goodwill and certain other intangibles were impaired at December 31, 2008. Therefore, we recorded a non-cash impairment charge of $435.7 million during the fourth quarter of 2008. | |
(2) | As revised for Hamilton Beach Brands change from LIFO to FIFO inventory valuation method. | |
(3) | An extraordinary gain was recognized in 2006, 2005 and 2004 as a result of a reduction in Bellaire Corporations estimated closed mine obligations relating to amounts owed to the United Mine Workers of America Combined Benefit Fund arising as a result of the Coal Industry Retiree Health Benefit Act of 1992. |
5
6
| reduction in demand for lift trucks and related aftermarket parts and service on a worldwide basis, including the ability of NACCO Materials Handling Groups dealers and end-users to obtain financing at reasonable rates as a result of current economic conditions; | ||
| changes in sales prices; | ||
| delays in delivery or increases in costs, including transportation costs, of raw materials or sourced products and labor; | ||
| exchange rate fluctuations, changes in foreign import tariffs and monetary policies and other changes in the regulatory climate in the foreign countries in which NACCO Materials Handling Group operates and/or sells products; | ||
| delays in, increased costs from or reduced benefits from restructuring programs; | ||
| customer acceptance of, changes in the prices of, or delays in the development of new products; | ||
| introduction of new products by, or more favorable product pricing offered by, NACCO Materials Handling Groups competitors; | ||
| delays in manufacturing and delivery schedules; | ||
| changes in or unavailability of suppliers; | ||
| bankruptcy of or loss of major dealers, retail customers or suppliers; | ||
| product liability or other litigation, warranty claims or returns of products; | ||
| the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement and sourcing initiatives; | ||
| acquisitions and/or dispositions of dealerships by NACCO Materials Handling Group; | ||
| changes mandated by federal and state regulation, including health, safety or environmental legislation; |
7
| the ability of NACCO Materials Handling Group and its dealers and suppliers to access credit in the current economic environment; and | ||
| the ability of NACCO Materials Handling Group to obtain future financing on reasonable terms or at all. |
| changes in the sales prices, product mix or levels of consumer purchases of small electric appliances; | ||
| changes in consumer retail and credit markets; | ||
| bankruptcy of or loss of major retail customers or suppliers; | ||
| changes in costs, including transportation costs, of sourced products; | ||
| delays in delivery of sourced products; | ||
| changes in, or unavailability of quality or cost effective, suppliers; | ||
| exchange rate fluctuations, changes in the foreign import tariffs and monetary policies and other changes in the regulatory climate in the foreign countries in which Hamilton Beach Brands buys, operates and/or sells products; | ||
| product liability, regulatory actions or other litigation, warranty claims or returns of products; | ||
| customer acceptance of, changes in costs of, or delays in the development of new products; | ||
| increased competition, including consolidation within the industry; | ||
| the ability of Hamilton Beach Brands and its customers and suppliers to access credit in the current economic environment; and | ||
| the ability of Hamilton Beach Brands to obtain future financing on reasonable terms or at all. |
| changes in gasoline prices, weather conditions, the level of consumer confidence and disposable income as a result of the current financial crisis or other events or other conditions that may adversely affect the number of customers visiting Kitchen Collection® and Le Gourmet Chef® stores; | ||
| changes in the sales prices, product mix or levels of consumer purchases of kitchenware, small electric appliances and gourmet foods; | ||
| changes in costs, including transportation costs, of inventory; | ||
| delays in delivery or the unavailability of inventory; | ||
| customer acceptance of new products; | ||
| increased competition; and | ||
| the ability to obtain future financing on reasonable terms or at all. |
8
| weather conditions, extended power plant outages or other events that would change the level of customers lignite coal or limerock requirements; | ||
| weather or equipment problems that could affect lignite coal or limerock deliveries to customers; | ||
| changes in mining permit requirements that could affect deliveries to customers, including the resumption of Florida limerock mining; | ||
| changes in costs related to geological conditions, repairs and maintenance, new equipment and replacement parts, fuel or other similar items; | ||
| costs to pursue and develop new mining opportunities, including costs in connection with North American Coals joint ventures; | ||
| changes in U.S. regulatory requirements, including changes in power plant emission regulations; | ||
| changes in the power industry that would affect demand for North American Coals reserves; | ||
| the ability of North American Coals utility customers to access credit markets to maintain current liquidity; and | ||
| the ability of North American Coal to obtain future financing on reasonable terms or at all. |
9
| the name of each selling stockholder; | ||
| the number of shares of Class A common stock owned by each selling stockholder immediately prior to the sale of shares offered by this prospectus; | ||
| the number of shares of Class A common stock offered for exchange by each selling stockholder by this prospectus; and | ||
| the percentage of ownership of Class A common stock of each selling stockholder immediately following the exchange of shares offered by this prospectus based on the number of shares of Class A common stock outstanding on March 3, 2009. |
10
Shares Beneficially | Shares Offered | Shares Beneficially | Percentage of | |||||||||||||||||
Owned Before this | Pursuant to this | Owned After this | Shares Owned After | |||||||||||||||||
Name | Title of Class | Offering(1) | Offering(1) | Offering(1) | this Offering(1) | |||||||||||||||
Alfred M. Rankin, Jr. (2) |
Class A | 778,629 | 100,577 | 572,780 | 9.1 | % | ||||||||||||||
Alfred M. Rankin, Jr., as |
Class A | 134,630 | 100,577 | 34,053 | 0.5 | % | ||||||||||||||
Trustee of the Main Trust of
Alfred M. Rankin Jr. created
under the Agreement, dated
September 28, 2000, as
supplemented, amended and
restated (the Alfred Rankin
Trust) (2) |
||||||||||||||||||||
Thomas T. Rankin (3) |
Class A | 507,639 | 52,621 | 349,746 | 5.5 | % | ||||||||||||||
Thomas T. Rankin, as Trustee |
Class A | 52,621 | 52,621 | 0 | 0.0 | % | ||||||||||||||
under the Agreement, dated
December 29, 1967, as
supplemented, amended and
restated, with Thomas T. Rankin
creating a revocable trust for
the benefit of Thomas T. Rankin
(the Thomas Rankin Trust) (3) |
||||||||||||||||||||
Claiborne R. Rankin (4) |
Class A | 498,068 | 29,023 | 363,773 | 5.8 | % | ||||||||||||||
Claiborne R. Rankin, as Trustee |
Class A | 29,023 | 29,023 | 0 | 0.0 | % | ||||||||||||||
under the Agreement, dated June
22, 1971, as supplemented,
amended and restated, with
Claiborne R. Rankin creating a
revocable trust for the benefit
of Claiborne R. Rankin (the
Claiborne Rankin Trust) (4) |
||||||||||||||||||||
Roger F. Rankin (5) |
Class A | 526,769 | 75,210 | 346,287 | 5.5 | % | ||||||||||||||
Roger F. Rankin, as Trustee |
Class A | 75,210 | 75,210 | 0 | 0.0 | % | ||||||||||||||
under the Agreement, dated
September 11, 1973, as
supplemented, amended and
restated, with Roger F. Rankin
creating a trust for the benefit
of Roger F. Rankin (the Roger
Rankin Trust) (5) |
||||||||||||||||||||
Rankin Associates IV, L.P. (1)(6) |
Class A | 105,272 | 105,272 | 0 | 0.0 | % |
(1) | Each of the Alfred Rankin Trust, Thomas Rankin Trust, Claiborne Rankin Trust and Roger Rankin Trust is a General and Limited Partner of Rankin IV. As trustee and primary beneficiary of their respective trusts, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin shares the power to vote the 105,272 shares of Class A common stock held by Rankin IV with the other General Partners of Rankin IV and shares the power to dispose of the 105,272 shares of Class A common stock held by Rankin IV with the other General and Limited Partners of Rankin IV. As such, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin and each of their respective trusts are deemed to beneficially own the 105,272 shares of Class A common stock held by Rankin IV. | |
(2) | Alfred M. Rankin, Jr.: |
11
| shares with National City Bank, a national banking association, the power to vote and dispose of 2,000 shares of Class A common stock pursuant to an agreement with his mother, creating a charitable trust for 20 years and then for the benefit of her grandchildren; | ||
| shares with his mother the power to vote and dispose of 28,000 shares of Class A common stock pursuant to an agreement with his mother, creating a trust for the benefit of her grandchildren; | ||
| shares with National City Bank the power to vote and dispose of 26,608 shares of Class A common stock held by the A.M. Rankin Sr. GST Trust A for the benefit of Alfred M. Rankin, Sr.s grandchildren; | ||
| shares with his child the power to vote and dispose of 38,922 shares of Class A common stock held in trust for the benefit of that child; | ||
| shares with a second child the power to vote and dispose of 38,922 shares of Class A common stock held in trust for the benefit of that child; | ||
| shares with Rankin Management, Inc. and the other partners of Rankin Associates II, L.P. the power to dispose of 338,295 shares of Class A common stock held by the partnership; | ||
| shares with the other selling stockholders the power to vote the 105,272 shares of Class A common stock held by Rankin IV; | ||
| shares with the other partners of Rankin IV the power to dispose of the 105,272 shares of Class A common stock held by Rankin IV; | ||
| has the sole power to vote and dispose of 134,630 shares of Class A common stock held by the Alfred Rankin Trust; | ||
| shares with National City Bank the power to vote and dispose of 30,000 shares of Class A common stock held by a revocable trust for the benefit of his mother; | ||
| has the sole power to vote and dispose of an additional 14,000 shares of Class A common stock held by him directly in an individual retirement account; | ||
| has the sole power to vote and dispose of 1,214 shares of Class A common stock held in the Clara L.T. Rankin Qualified Annuity Interest Trust 2009A; | ||
| is deemed to share with his spouse the power to vote and dispose of 20,766 shares of Class A common stock owned by his spouse; and | ||
| has acquired 56,052 shares of Class B common stock in exchange for 56,052 shares of Class A common stock pursuant to exchanges effected pursuant to the previously filed registration statements and prospectuses related to the exchange offer. |
(3) | Thomas T. Rankin: |
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| has sole power to vote and dispose of 52,621 shares of Class A common stock held by the Thomas Rankin Trust; | ||
| is deemed to share with his spouse the power to vote and to dispose of 3,382 shares of Class A common stock owned by his spouse; | ||
| shares as co-trustee with his child of a trust for the benefit of that child the power to vote and dispose of 8,069 shares of Class A common stock; | ||
| shares with Rankin Management, Inc. and the other partners of Rankin Associates II, L.P. the power to dispose of 338,295 shares of Class A common stock held by the partnership; | ||
| shares with the other selling stockholders the power to vote the 105,272 shares of Class A common stock held by Rankin IV; | ||
| shares with the other partners of Rankin IV the power to dispose of the 105,272 shares of Class A common stock held by Rankin IV; and | ||
| has acquired 24,544 shares of Class B common stock in exchange for 24,544 shares of Class A common stock pursuant to exchanges effected pursuant to the previously filed registration statements and prospectuses related to the exchange offer. |
(4) | Claiborne R. Rankin: |
| has sole power to vote and dispose of 29,023 shares of Class A common stock held by the Claiborne Rankin Trust; | ||
| is deemed to share, as trustee, the power to vote and dispose of 5,287 shares of Class A common stock held in trust for the benefit of his child; | ||
| is deemed to share, as trustee, the power to vote and dispose of 5,332 shares of Class A common stock held in trust for the benefit of a second child; | ||
| is deemed to share, as trustee, the power to vote and dispose of 10,316 shares of Class A common stock held in trust for the benefit of a third child; | ||
| is deemed to share with his spouse the power to vote and dispose of 4,543 shares of Class A common stock owned by his spouse; | ||
| shares with Rankin Management, Inc. and the other partners of Rankin Associates II, L.P. the power to dispose of 338,295 shares of Class A common stock held by the partnership; | ||
| shares with the other selling stockholders the power to vote the 105,272 shares of Class A common stock held by Rankin IV; | ||
| shares with the other partners of Rankin IV the power to dispose of the 105,272 shares of Class A common stock held by Rankin IV; and |
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| has acquired 24,682 shares of Class B common stock in exchange for 24,682 shares of Class A common stock pursuant to exchanges effected pursuant to the previously filed registration statements and prospectuses related to the exchange offer. |
(5) | Roger F. Rankin: |
| has sole power to vote and dispose of 75,210 shares of Class A common stock held by the Roger Rankin Trust; | ||
| is deemed to share with his spouse the power to vote and dispose of 3,498 shares of Class A common stock held in trust for their child, and 1,611 shares of Class A common stock held in trust for a second child held by his spouse as trustee of both trusts; | ||
| is deemed to share with his spouse the power to vote and dispose of 2,883 shares of Class A common stock owned by his spouse; | ||
| shares with Rankin Management, Inc. and the other partners of Rankin Associates II, L.P. the power to dispose of 338,295 shares of Class A common stock held by the partnership; | ||
| shares with the other selling stockholders the power to vote the 105,272 shares of Class A common stock held by Rankin IV; | ||
| shares with the other partners of Rankin IV the power to dispose of the 105,272 shares of Class A common stock held by Rankin IV; and | ||
| has acquired 39,927 shares of Class B common stock in exchange for 39,927 shares of Class A common stock pursuant to exchanges effected pursuant to the previously filed registration statements and prospectuses related to the exchange offer. |
(6) | Rankin Associates IV, L.P.: The trusts holding limited partnership interests in Rankin IV may be deemed to be a group as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 105,272 shares of Class A common stock held by Rankin IV. Although Rankin IV holds the 105,272 shares of Class A common stock, it does not have any power to vote or dispose of such shares of Class A common stock other than effecting exchanges pursuant to this prospectus. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin IV, share the power to vote such shares of Class A common stock. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding limited partnership interests in Rankin IV share with each other the power to dispose of such shares. Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, Rankin IV may not dispose of Class B common stock or convert Class B common stock into Class A common stock without the consent of the general partners owning more than 75% of the general partnership interests of Rankin IV and the |
14
consent of partners owning more than 75% of all partnership interests of Rankin IV. Rankin IV may not transfer Class A common stock, other than pursuant to a share for share exchange to acquire Class B common stock, without the consent of the general partners owning more than 75% of the general partnership interests in Rankin IV and the consent of partners owning more than 75% of all partnership interests in Rankin IV. The Class B common stock beneficially owned by Rankin IV and each of the trusts holding limited partnership interests in Rankin IV is also subject to the stockholders agreement. |
| the name of each selling stockholder; | ||
| the number of shares of Class B common stock owned by each selling stockholder immediately prior to the exchange of shares offered by this prospectus; | ||
| the number of shares of Class B common stock that each selling stockholder may obtain if all of the shares of Class A common stock that each selling stockholder is offering by this prospectus are exchanged for shares of Class B common stock; | ||
| the percentage of ownership of Class B common stock of each selling stockholder immediately following the exchange of shares offered by this prospectus; and | ||
| the percentage of combined voting power of shares of Class A common stock and Class B common stock each selling stockholder will have immediately following the exchange of shares of Class A common stock for Class B common stock offered by this prospectus based on the number of shares of Class A and Class B common stock outstanding on March 3, 2009. |
15
Percentage | ||||||||||||||||||||||||
of Combined | ||||||||||||||||||||||||
Voting | ||||||||||||||||||||||||
Power of | ||||||||||||||||||||||||
Shares of | ||||||||||||||||||||||||
Class A and | ||||||||||||||||||||||||
Shares | Shares | Shares | Percentage | Class B | ||||||||||||||||||||
Beneficially | Acquired | Beneficially | of Shares | Common | ||||||||||||||||||||
Owned | Pursuant to | Owned After | Owned After | Stock After | ||||||||||||||||||||
Title of | Before this | this | this | this | this | |||||||||||||||||||
Name | Class | Offering(1) | Offering(1) | Offering(1) | Offering(1) | Offering(1) | ||||||||||||||||||
Alfred M. Rankin, Jr. (2) |
Class B | 830,151 | 100,577 | 1,036,000 | 52.7 | % | 48.1 | % | ||||||||||||||||
Alfred M. Rankin, Jr., as
Trustee of the Alfred Rankin
Trust (2) |
Class B | 43,182 | 100,577 | 143,759 | 7.3 | % | 6.5 | % | ||||||||||||||||
Thomas T. Rankin (3) |
Class B | 859,972 | 52,621 | 1,017,865 | 51.7 | % | 46.3 | % | ||||||||||||||||
Thomas T. Rankin, as Trustee
of the Thomas Rankin Trust
(3) |
Class B | 92,873 | 52,621 | 145,494 | 7.4 | % | 6.4 | % | ||||||||||||||||
Claiborne R. Rankin (4) |
Class B | 864,411 | 29,023 | 998,706 | 50.8 | % | 45.5 | % | ||||||||||||||||
Claiborne R. Rankin, as
Trustee of the Claiborne
Rankin Trust (4) |
Class B | 97,312 | 29,023 | 126,335 | 6.4 | % | 5.6 | % | ||||||||||||||||
Roger F. Rankin (5) |
Class B | 885,224 | 75,210 | 1,065,706 | 54.2 | % | 48.4 | % | ||||||||||||||||
Roger F. Rankin, as Trustee
of the Roger Rankin Trust (5) |
Class B | 118,125 | 75,210 | 193,335 | 9.8 | % | 8.5 | % | ||||||||||||||||
Rankin Associates IV, L.P. (1) |
Class B | 294,728 | 105,272 | 400,000 | 20.3 | % | 17.6 | % |
(1) | Each of the Alfred Rankin Trust, Thomas Rankin Trust, Claiborne Rankin Trust and Roger Rankin Trust is a General and Limited Partner of Rankin IV. As trustee and primary beneficiary of their respective trusts, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin shares the power to vote the 294,728 shares of Class B common stock held by Rankin IV with the other General Partners of Rankin IV and shares the power to dispose of the 294,728 shares of Class B common stock held by Rankin IV with the other General and Limited Partners of Rankin IV. As such, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin and each of their respective trusts are deemed to beneficially own the 294,728 shares of Class B common stock held by Rankin IV. In addition, as trustee and primary beneficiary of each of their respective trusts, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin will share the power to vote the 400,000 shares of Class B common stock held by Rankin IV after the exchange offer with the other General Partners of Rankin IV and will share the power to dispose of the 400,000 shares of Class B common stock held by Rankin IV after the exchange offer with the other General and Limited Partners of Rankin IV. As such, each of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin and each of their respective trusts will be deemed to beneficially own the 400,000 shares of Class B common stock held by Rankin IV after the exchange offer. | |
(2) | Alfred M. Rankin, Jr.: |
| has the sole power to vote and dispose of 12,870 shares of Class B common stock held by the Alfred M. Rankin, Jr.s Qualified Annuity Interest Trust 2009B; | ||
| has the sole power to vote and dispose of 43,182 shares of Class B common stock held by the Alfred Rankin Trust; | ||
| shares with the other selling stockholders the power to vote 472,371 shares of Class B common stock held by Rankin Associates I, L.P.; |
16
| shares with the other partners of Rankin Associates I, L.P. the power to dispose of 472,371 shares of Class B common stock held by Rankin Associates I, L.P.; | ||
| shares with the other selling stockholders the power to vote 294,728 shares of Class B common stock held by Rankin IV; | ||
| shares with the other partners of Rankin IV the power to dispose of 294,728 shares held by Rankin IV; and | ||
| has the sole power to vote and dispose of 7,000 shares of Class B common stock held in the Clara L.T. Rankin Qualified Annuity Interest Trust 2009B. |
(3) | Thomas T. Rankin: |
| has the sole power to vote and dispose of 92,873 shares of Class B common stock held by the Thomas Rankin Trust; | ||
| shares with the other selling stockholders the power to vote 472,371 shares of Class B common stock held by Rankin Associates I, L.P.; | ||
| shares with the other partners of Rankin Associates I, L.P. the power to dispose of 472,371 shares of Class B common stock held by Rankin Associates I, L.P.; | ||
| shares with the other selling stockholders the power to vote 294,728 shares of Class B common stock held by Rankin IV; and | ||
| shares with the other partners of Rankin IV the power to dispose of 294,728 shares held by Rankin IV. |
(4) | Claiborne R. Rankin: |
| has the sole power to vote and dispose of 97,312 shares of Class B common stock held by the Claiborne Rankin Trust; | ||
| shares with the other selling stockholders the power to vote 472,371 shares of Class B common stock held by Rankin Associates I, L.P.; | ||
| shares with the other partners of Rankin Associates I, L.P. the power to dispose of 472,371 shares of Class B common stock held by Rankin Associates I, L.P.; | ||
| shares with the other selling stockholders the power to vote 294,728 shares of Class B common stock held by Rankin IV; and | ||
| shares with the other partners of Rankin IV the power to dispose of 294,728 shares held by Rankin IV. |
(5) | Roger F. Rankin: |
| has the sole power to vote and dispose of 118,125 shares of Class B common stock held by the Roger Rankin Trust; | ||
| shares with the other selling stockholders the power to vote 472,371 shares of Class B common stock held by Rankin Associates I, L.P.; | ||
| shares with the other partners of Rankin Associates I, L.P. the power to dispose of 472,371 shares of Class B common stock held by Rankin Associates I, L.P.; |
17
| shares with the other selling stockholders the power to vote 294,728 shares of Class B common stock held by Rankin IV; and | ||
| shares with the other partners of Rankin IV the power to dispose of 294,728 shares held by Rankin IV. |
18
Shared | ||||||||||||||||||
Sole Vesting | Voting or | |||||||||||||||||
and Investment | Investment | Aggregate | Percent of | |||||||||||||||
Name | Title of Class | Power | Power | Amount | Class(1) | |||||||||||||
FMR LLC (2) 82 Devonshire Street Boston, Massachusetts 02109 |
Class A | 565,000 | (2) | | 565,000 | (2) | 8.46 | % | ||||||||||
Dimensional Fund Advisors LP (3) 1299 Ocean Avenue Santa Monica, CA 90401 |
Class A | 474,026 | (3) | | 474,026 | (3) | 7.09 | % | ||||||||||
Beatrice B. Taplin Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class A | 390,309 | | 390,309 | 5.84 | % | ||||||||||||
Rankin Associates II, L.P., et al. (4) Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class A | (4) | (4) | 338,295 | (4) | 5.06 | % | |||||||||||
Owsley Brown II (5)
|
Class A | 5,047 | 1,000 | (6) | 6,047 | (6) | | |||||||||||
Dennis W. LaBarre (5)
|
Class A | 5,687 | | 5,687 | | |||||||||||||
Richard de J. Osborne (5)
|
Class A | 3,375 | | 3,375 | | |||||||||||||
Alfred M. Rankin, Jr.
|
Class A | 149,844 | 628,785 | (7) | 778,629 | (7) | 11.65 | % | ||||||||||
Ian M. Ross (5)
|
Class A | 4,106 | | 4,106 | | |||||||||||||
Michael E. Shannon (5)
|
Class A | 3,211 | | 3,211 | |
19
Shared | ||||||||||||||||||
Sole Vesting | Voting or | |||||||||||||||||
and Investment | Investment | Aggregate | Percent of | |||||||||||||||
Name | Title of Class | Power | Power | Amount | Class(1) | |||||||||||||
Britton T. Taplin (5)
|
Class A | 36,671 | 1,055 | 37,726 | 0.56 | % | ||||||||||||
David F. Taplin (5)
|
Class A | 17,613 | 83,128 | (8) | 100,741 | 1.51 | % | |||||||||||
John F. Turben (5)
|
Class A | 8,240 | | 8,240 | 0.12 | % | ||||||||||||
Eugene Wong (5)
|
Class A | 1,926 | | 1,926 | | |||||||||||||
Kenneth C. Schilling
|
Class A | 5,397 | | 5,397 | | |||||||||||||
Michael J. Morecroft
|
Class A | | | | | |||||||||||||
Michael P. Brogan
|
Class A | | | | | |||||||||||||
Robert L. Benson
|
Class A | | | | | |||||||||||||
All executive officers and directors
as a group (43 persons)
|
Class A | 274,756 | 713,968 | (9) | 988,724 | (9) | 14.80 | % |
(1) | Less than 0.10%, except as otherwise indicated. | |
(2) | A Schedule 13G filed with the Commission with respect to Class A common stock on February 17, 2009 reported that FMR LLC and Edward C. Johnson, 3d. may be deemed to beneficially own the shares of Class A common stock reported herein. Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of the shares as a result of acting as investment advisor to the Fidelity Low Priced Stock Fund, which is referred to as the Fund. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity and the Fund, each has sole power to dispose of the shares owned by the Fund, with the power to direct the voting of those shares held by the Board of Trustees of the Fund. Members of the Edward C. Johnson 3d. family own approximately 49% of the voting power of FMR LLC. Mr. Johnson is Chairman of FMR LLC. | |
(3) | A Schedule 13G/A filed with the Commission with respect to Class A common stock on February 9, 2009 reported that Dimensional Fund Advisors LP, which is referred to as Dimensional and was formerly Dimensional Fund Advisors Inc., may be deemed to beneficially own the shares of Class A common stock reported herein as a result of being an investment adviser registered under Section 203 of the Investment Advisers Act that furnishes investment advice to four investment companies registered under the Investment Company Act and serving as an investment manager to certain other commingled group trusts and separate accounts, which are referred to collectively as the Dimensional Funds, which own the shares of Class A common stock. In its role as investment adviser or manager, Dimensional possesses investment and/or voting power over the shares of Class A common stock owned by the Dimensional Funds. However, all shares of Class A common stock reported herein are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of all such shares. | |
(4) | A Schedule 13D, which was filed with the Commission with respect to Class A common stock and most recently amended on February 13, 2009, reported that Rankin Associates II, L.P., which is referred to as Associates, the individuals and entities holding limited partnership interests in Associates and Rankin Management, Inc., which is referred to as RMI, the general partner of Associates, may be deemed to be a group as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 338,295 shares of Class A common stock held by Associates. Although Associates holds the 338,295 shares of Class A common stock, it does not have any power to vote or dispose of such shares of Class A common stock. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other |
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individuals and entities holding limited partnership interests in Associates. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the shareholders of RMI. Under the terms of the Limited Partnership Agreement of Associates, Associates may not dispose of Class A common stock without the consent of RMI and the approval of the holders of more than 75% of all of the partnership interests of Associates. | ||
(5) | Pursuant to our Non-Employee Directors Equity Compensation Plan, which is referred to as the Non-Employee Directors Plan, each non-employee director has the right to acquire additional shares of Class A common stock within 60 days after March 3, 2009. The shares each non-employee director has the right to receive are not included in the table because the actual number of additional shares will be determined on April 1, 2009 by taking the amount of such directors quarterly retainer required to be paid in shares of Class A common stock plus any voluntary portion of such directors quarterly retainer, if so elected, divided by the average of the closing price per share of Class A common stock on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the calendar quarter ending on March 31, 2009. | |
(6) | Owsley Brown II is deemed to share with his spouse voting and investment power over 1,000 shares of Class A common stock held by Mr. Browns spouse; however, Mr. Brown disclaims beneficial ownership of such shares. | |
(7) | Alfred M. Rankin, Jr. may be deemed to be a member of the group described in note (4) above as a result of holding through his trust, of which he is trustee, partnership interests in Associates and therefore may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A common stock held by Associates. In addition, Mr. Rankin may be deemed to be a member of a group, as defined under the Exchange Act, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin IV. As a result, the group consisting of Mr. Rankin, the other general and limited partners of Rankin IV and Rankin IV may be deemed to beneficially own, and share the power to vote and dispose of, 105,272 shares of Class A common stock held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 589,685 shares of Class A common stock held by (a) members of Mr. Rankins family, (b) charitable trusts, (c) trusts for the benefit of members of Mr. Rankins family and (d) Associates and Rankin IV to the extent in excess of his pecuniary interest in each such entity. | |
(8) | David F. Taplin is deemed to share with his sister the power to vote and dispose of 83,128 shares of Class A common stock as a result of being a co-trustee of a trust for the benefit of his mother. | |
(9) | The aggregate amount of Class A common stock beneficially owned by all executive officers and directors and the aggregate amount of Class A common stock beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class A common stock of which Mr. Brown has disclaimed beneficial ownership in note (6) above and Mr. Rankin has disclaimed beneficial ownership in note (7) above. As described in note (5) above, the aggregate amount of Class A common stock beneficially owned by all executive officers and directors as a group as set forth in the table above does not include shares that the non-employee directors have the right to acquire within 60 days after March 3, 2009 pursuant to the Non-Employee Directors Plan. |
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Sole | Shared | |||||||||||||||||
Voting and | Voting or | |||||||||||||||||
Title of | Investment | Investment | Aggregate | Percent of | ||||||||||||||
Name | Class | Power | Power | Amount | Class(1) | |||||||||||||
Clara
Taplin Rankin, et al. (2) c/o National City Bank Corporate Trust Operations P.O. Box 92301, Dept. 5352 Cleveland, OH 44193-0900 |
Class B | (2) | (2) | 1,542,757 | (2) | 96.16 | % | |||||||||||
Rankin
Associates I, L.P., et al. (3) Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B | (3) | (3) | 472,371 | (3) | 29.44 | % | |||||||||||
Beatrice
B. Taplin Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B | 337,310 | (4) | | 337,310 | (4) | 21.02 | % | ||||||||||
Rankin
Associates IV, L.P., et al. (5) Suite 300 5875 Landerbrook Drive Cleveland, OH 44124-4069 |
Class B | (5) | (5) | 294,728 | (5) | 18.37 | % | |||||||||||
Owsley Brown II
|
Class B | | | | | |||||||||||||
Dennis W. LaBarre
|
Class B | 100 | | 100 | | |||||||||||||
Richard de J. Osborne
|
Class B | | | | | |||||||||||||
Alfred M. Rankin, Jr.
|
Class B | 56,052 | (6) | 774,099 | (6) | 830,151 | (6) | 51.74 | % | |||||||||
Ian M. Ross
|
Class B | | | | | |||||||||||||
Michael E. Shannon
|
Class B | | | | | |||||||||||||
Britton T. Taplin
|
Class B | | | | | |||||||||||||
David F. Taplin
|
Class B | 15,883 | (7) | | 15,883 | (7) | 0.99 | % | ||||||||||
John F. Turben
|
Class B | | | | | |||||||||||||
Eugene Wong
|
Class B | | | | | |||||||||||||
Kenneth C. Schilling
|
Class B | | | | | |||||||||||||
Michael J. Morecroft
|
Class B | | | | | |||||||||||||
Michael P. Brogan
|
Class B | | | | | |||||||||||||
Robert L. Benson
|
Class B | | | | | |||||||||||||
All executive officers and directors
as a group (43 persons)
|
Class B | 73,910 | (8) | 774,099 | (8) | 848,009 | (8) | 52.86 | % |
(1) | Less than 0.10%, except as otherwise indicated. |
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(2) | A Schedule 13D, which was filed with the Commission with respect to Class B common stock and most recently amended on February 13, 2009, which is referred to as the Stockholders 13D, reported that, except for NACCO and National City Bank, as depository, the signatories to the stockholders agreement, together in certain cases with trusts and custodianships, which are referred to collectively as the Signatories, may be deemed to be a group as defined under the Exchange Act, and therefore may be deemed as a group to beneficially own all of the Class B common stock subject to the stockholders agreement, which is an aggregate of 1,542,757 shares. The stockholders agreement requires that each Signatory, prior to any conversion of such Signatorys shares of Class B common stock into Class A common stock or prior to any sale or transfer of Class B common stock to any permitted transferee (under the terms of the Class B common stock) who has not become a Signatory, offer such shares to all of the other Signatories on a pro-rata basis. A Signatory may sell or transfer all shares not purchased under the right of first refusal as long as they first are converted into Class A common stock prior to their sale or transfer. The shares of Class B common stock subject to the stockholders agreement constituted 96.16% of the Class B common stock outstanding on March 3, 2009 or approximately 67.89% of the combined voting power of all Class A common stock and Class B common stock outstanding on such date. Certain Signatories own Class A common stock, which is not subject to the stockholders agreement. Under the stockholders agreement, NACCO may, but is not obligated to, buy any of the shares of Class B common stock not purchased by the Signatories following the trigger of the right of first refusal. The stockholders agreement does not restrict in any respect how a Signatory may vote such Signatorys shares of Class B common stock. | |
(3) | A Schedule 13D, which was filed with the Commission with respect to Class B common stock and most recently amended on February 13, 2009, reported that Rankin Associates I, L.P., which is referred to as Rankin I, and the trusts holding limited partnership interests in Rankin I may be deemed to be a group as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 472,371 shares of Class B common stock held by Rankin I. Although Rankin I holds the 472,371 shares of Class B common stock, it does not have any power to vote or dispose of such shares of Class B common stock. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I, share the power to vote such shares of Class B common stock. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of such shares. Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin I, Rankin I may not dispose of Class B common stock or convert Class B common stock into Class A common stock without the consent of the general partners owning more than 75% of the general partnership interests of Rankin I and the consent of the holders of more than 75% of all of the partnership interests of Rankin I. The Stockholders 13D reported that the Class B common stock beneficially owned by Rankin I and each of the trusts holding limited partnership interests in Rankin I is also subject to the stockholders agreement. | |
(4) | Beatrice B. Taplin has the sole power to vote and dispose of 337,310 shares of Class B common stock held in trusts. The Stockholders 13D reported that the Class B common stock beneficially owned by Beatrice B. Taplin is subject to the stockholders agreement. | |
(5) | A Schedule 13D, which was filed with the Commission with respect to Class B common stock and most recently amended on February 13, 2009, reported that the trusts holding limited partnership interests in Rankin IV may be deemed to be a group as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 294,728 shares of Class B common stock held by Rankin IV. Although Rankin IV holds the 294,728 shares of Class B common stock, it does not have any power to vote or dispose of such shares of Class B common stock. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin IV, share the power to vote such shares of Class B common stock. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of such shares. Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, Rankin IV may not dispose of Class B common stock or convert Class B common stock into Class A common stock without the consent of the general partners owning more than 75% of the general partnership interests of Rankin IV and the consent of the holders of more than 75% of all of the partnership interests of Rankin IV. The Stockholders 13D reported that |
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the Class B common stock beneficially owned by Rankin IV and each of the trusts holding limited partnership interests in Rankin IV is also subject to the stockholders agreement. | ||
(6) | Alfred M. Rankin, Jr. may be deemed to be a member of the group described in note (3) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I and therefore may be deemed to beneficially own, and share the power to vote and dispose of, 472,371 shares of Class B common stock held by Rankin I. In addition, Mr. Rankin may be deemed to be a member of the group described in note (5) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin IV and therefore may be deemed to beneficially own, and share the power to vote and dispose of, 294,728 shares of Class B common stock held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 558,171 shares of Class B common stock held by (a) a trust for the benefit of a member of Mr. Rankins family and (b) Rankin I and Rankin IV to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B common stock beneficially owned by Alfred M. Rankin, Jr. is subject to the stockholders agreement. | |
(7) | The Stockholders 13D reported that the Class B common stock beneficially owned by David F. Taplin is subject to the stockholders agreement. | |
(8) | The aggregate amount of Class B common stock beneficially owned by all executive officers and directors as a group and the aggregate amount of Class B common stock beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class B common stock of which Mr. Rankin has disclaimed beneficial ownership in note (6) above. |
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| gain or loss will generally not be recognized by the holders of shares of Class B common stock upon the exchange of their shares of Class B common stock for shares of Class A common stock pursuant to this prospectus; | ||
| the aggregate adjusted tax basis of the shares of Class A common stock received in an exchange for shares of Class B common stock pursuant to this prospectus will be equal to the aggregate adjusted basis of the shares of Class B common stock exchanged for those shares of Class A common stock; and | ||
| the holding period of the shares of Class A common stock received in an exchange for shares of Class B common stock pursuant to this prospectus will include the holding period of the holders shares of Class B common stock exchanged for that Class A common stock. |
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