NACCO Industries/Alred M. Rankin, et al SC 13D/A
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1 )1

NACCO Industries, Inc.
(Name of Issuer)
Class B Stock, par value $1.00 per share
(Title of Class of Securities)
629579 20 02
(CUSIP Number)
Alfred M. Rankin, Jr.
5875 Landerbrook Drive
Cleveland, Ohio 44124-4017
(216) 449-9600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 2006
(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. o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 11 Pages)

     1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     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).

 
 

 

                     
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1   NAMES OF REPORTING PERSONS

Alfred M. Rankin, Jr.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   x 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  OO -- See Item 3.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   46,052
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   774,099
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   46,052
       
WITH 10   SHARED DISPOSITIVE POWER
     
    774,099
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  820,151
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  50.9%
     
14   TYPE OF REPORTING PERSON*
   
  IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

                     
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1   NAMES OF REPORTING PERSONS

Thomas T. Rankin
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   x 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  OO -- See Item 3.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   92,873
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   767,099
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   92,873
       
WITH 10   SHARED DISPOSITIVE POWER
     
    767,099
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  859,972
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  53.4%
     
14   TYPE OF REPORTING PERSON*
   
  IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

                     
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1   NAMES OF REPORTING PERSONS

Claiborne R. Rankin
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   x 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  OO -- Item 3.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   97,312
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   767,099
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   97,312
       
WITH 10   SHARED DISPOSITIVE POWER
     
    767,099
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  864,411
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  53.6%
     
14   TYPE OF REPORTING PERSONS*
   
  IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

                     
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1   NAMES OF REPORTING PERSONS

Roger F. Rankin
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   x 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  OO -- See Item 3.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   118,125
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   767,099
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   118,125
       
WITH 10   SHARED DISPOSITIVE POWER
     
    767,099
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  885,224
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  54.9%
     
14   TYPE OF REPORTING PERSON*
   
  IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

                     
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1   NAMES OF REPORTING PERSONS

Clara L. T. Rankin
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   x 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  OO -- See Item 3.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   7,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    774,099
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  774,099
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  48.0%
     
14   TYPE OF REPORTING PERSON*
   
  IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

                     
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1   NAMES OF REPORTING PERSONS

Bruce T. Rankin
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   x 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  OO -- See Item 3.
     
5   CHECK IF BOX DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    767,099
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  767,099
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  47.6%
     
14   TYPE OF REPORTING PERSON*
   
  IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

                     
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     This Amendment No. 1 to Schedule 13D (the “Amendment No. 1”) 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 NACCO Industries, Inc. (the “Company”) held by Rankin Associations IV, L.P., a Delaware limited partnership (the “Partnership”), that appeared in the Schedule 13D filed by the Reporting Persons on March 8, 2005 (the “Initial Filing”). This Amendment No. 1 (a) updates certain information with respect to certain Reporting Persons under the Initial Filing and (b) reflects the acquisition of shares of Class B Common by certain Reporting Persons. Capitalized items used herein but not defined herein have the meanings assigned to them in the Initial Filing.
Item 5. Interest in Securities of the Issuer.
     The information appearing under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Initial Filing, is hereby amended as follows:
     (a) — (b) Pursuant to the Act and regulations thereunder, the Reporting Persons may be deemed as a group to have beneficial ownership of 294,728 shares of the Class B Common, the aggregate number of shares of Class B Common that are held by the Partnership, which amount represents approximately 18.3% of the Class B Common outstanding on December 31, 2005.
     The fourth paragraph under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings reporting the beneficial ownership of Class B Common by Alfred M. Rankin, Jr., is hereby deleted and replaced in its entirety by the following:
          Alfred M. Rankin, Jr. Mr. Rankin (a) as trustee and primary beneficiary of the Alfred Rankin Trust, which is a General Partner, shares the power to vote the 294,728 shares of Class B Common held by the Partnership with the other General Partners, (b) as trustee and primary beneficiary of the Alfred Rankin Trust, which is a General Partner and a Limited Partner, shares the power to dispose of the 294,728 shares of Class B Common held by the Partnership with the other General Partners and other Limited Partners, (c) as trustee and primary beneficiary of the Alfred Rankin Trust, which is a general partner of Rankin I, L.P., a Delaware limited partnership (“Rankin I”), shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I, (d) as trustee and primary beneficiary of the Alfred Rankin Trust, which is a general partner and a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I, (e) as trustee and primary beneficiary of the Alfred Rankin Trust, has the sole power to vote and to dispose of 46,052 shares of Class B Common and (f) as trustee of the Clara Rankin Trust, shares the power to vote and dispose of 7,000 shares of Class B Common. Together, the 820,151 shares of Class B Common beneficially owned by Alfred M. Rankin, Jr., constitute approximately 50.9% of the Class B Common outstanding on December 31, 2005.
     The fifth paragraph under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings reporting the beneficial ownership of Class B Common by Thomas T. Rankin, is hereby deleted and replaced in its entirety by the following:
          Thomas T. Rankin. Mr. Rankin (a) as trustee and primary beneficiary of the Thomas Rankin Trust, which is a General Partner, shares the power to vote the 294,728 shares of Class B Common held by the Partnership with the other General Partners, (b) as trustee and primary beneficiary of the Thomas Rankin Trust, which is a General Partner and a Limited Partner, shares the power to dispose of the 294,728 shares of Class B Common held by the Partnership with the other General Partners and other Limited Partners, (c) as trustee and primary beneficiary of the Thomas Rankin Trust, which is a

 

 

                     
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general partner of Rankin I, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I, (d) as trustee and primary beneficiary of the Thomas Rankin Trust, which is a general partner and a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (e) as trustee and primary beneficiary of the Thomas Rankin Trust, has the sole power to vote and dispose of 92,873 shares of Class B Common. Together, the 859,972 shares of Class B Common beneficially owned by Thomas T. Rankin, constitute approximately 53.4% of the Class B Common outstanding on December 31, 2005.
     The sixth paragraph under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings reporting the beneficial ownership of Class B Common by Claiborne R. Rankin, is hereby deleted and replaced in its entirety by the following:
          Claiborne R. Rankin. Mr. Rankin (a) as trustee and primary beneficiary of the Claiborne Rankin Trust, which is a General Partner, shares the power to vote the 294,728 shares of Class B Common held by the Partnership with the General Partners, (b) as trustee and primary beneficiary of the Claiborne Rankin Trust, which is a General Partner and a Limited Partner, shares the power to dispose of the 294,728 shares of Class B Common held by the Partnership with the General Partners and other Limited Partners, (c) as trustee and primary beneficiary of the Claiborne Rankin Trust, which is a general partner of Rankin I, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other trustees and primary beneficiaries of the other general partners of Rankin I, (d) as trustee and primary beneficiary of the Claiborne Rankin Trust, which is a general partner and a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (e) as trustee and primary beneficiary of the Claiborne Rankin Trust, has the sole power to vote and dispose of 97,312 shares of Class B Common. Together, the 864,411 shares of Class B Common beneficially owned by Claiborne R. Rankin, constitute approximately 53.6% of the Class B Common outstanding on December 31, 2005.
     The seventh paragraph under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings reporting the beneficial ownership of Class B Common by Roger F. Rankin, is hereby deleted and replaced in its entirety by the following:
          Roger F. Rankin. Mr. Rankin (a) as trustee and primary beneficiary of the Roger Rankin Trust, which is a General Partner, shares the power to vote the 294,728 shares of Class B Common held by the Partnership with the General Partners, (b) as trustee and primary beneficiary of the Roger Rankin Trust, which is a General Partner and a Limited Partner, shares the power to dispose of the 294,728 shares of Class B Common held by the Partnership with the other General Partners and other Limited Partners, (c) as trustee and primary beneficiary of the Roger Rankin Trust, which is a general partner of Rankin I, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I, (d) as trustee and primary beneficiary of the Roger Rankin Trust, which is a general partner and a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (e) as trustee and primary beneficiary of the Roger Rankin Trust, has the sole power to vote and dispose of 118,125 shares of Class B Common. Together, the 885,224 shares of Class B Common beneficially owned by Roger F. Rankin, constitute approximately 54.9% of the Class B Common outstanding on December 31, 2005.

 

 

                     
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     The eighth paragraph under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings reporting the beneficial ownership of Class B Common by Clara L. T. Rankin, is hereby deleted and replaced in its entirety by the following:
          Clara L. T. Rankin. Mrs. Rankin (a) as primary beneficiary of the Clara Rankin Trust, which is a Limited Partner, shares the power to dispose of the 294,728 shares of Class B Common held by the Partnership with the General Partners and the other limited partners, (b) as primary beneficiary of the Clara Rankin Trust, which is a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and the other limited partners of Rankin I and (c) as primary beneficiary of the Clara Rankin Trust, shares the power to vote and dispose of 7,000 shares of Class B Common held by the Clara Rankin Trust. Together, the 774,099 shares of Class B Common beneficially owned by Clara L. T. Rankin constitute approximately 48.0% of the Class B Common outstanding on December 31, 2005.
     The ninth paragraph under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings reporting the beneficial ownership of Class B Common by Bruce T. Rankin, is hereby deleted and replaced in its entirety by the following:
          Bruce T. Rankin. Mr. Rankin (a) as primary beneficiary of the Bruce Rankin Trust, which is a Limited Partner, shares the power to dispose of the 294,728 shares of Class B Common held by the Partnership with the General Partners and the other Limited Partners and (b) as primary beneficiary of the Bruce Rankin Trust, which is a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and the other limited partners of Rankin I. Together, the 767,099 shares of Class B Common beneficially owned by Bruce T. Rankin, constitute approximately 47.6% of the Class B Common outstanding on December 31, 2005.
[Signatures begin on the next page.]
[Remainder of page is left intentionally 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 14, 2006  
 
        
    Name: RANKIN ASSOCIATES IV, L.P.
    By: Main Trust of Alfred M. Rankin, Jr. created under the Agreement, dated as of September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr. (successor in interest to the Trust created by the Agreement, dated August 30, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr.), as one of its General Partners
 
        
 
  By:   /s/ Alfred M. Rankin, Jr.
 
Alfred M. Rankin, Jr., Trustee
 
        
    REPORTING INDIVIDUALS
 
        
 
  By:   /s/ Alfred M. Rankin, Jr.
 
Alfred M. Rankin, Jr. on behalf of himself and as:
 
        
 
      Attorney-in-Fact for Thomas T. Rankin*
 
      Attorney-in-Fact for Claiborne R. Rankin*
 
      Attorney-in-Fact for Roger F. Rankin*
 
      Attorney-in-Fact for Clara L. T. Rankin*
 
      Attorney-in-Fact for Bruce T. Rankin*
 
*The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 1 to the Initial Filing.