Sec Form 13D Filing - RANKIN ALFRED M filing for HYSTER-YALE INC. (HY) - 2023-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)

HYSTER-YALE MATERIALS HANDLING, INC.

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

449172204

(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 2023

(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).

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Part II to Schedule 13D/A

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock, par value $0.01 per share (“Class B Common”), of Hyster-Yale Materials Handling, Inc. (the “Issuer”) held by certain signatories to the Stockholders’ Agreement, dated as of September 12, 2012, among the stockholders party thereto and the Issuer (as amended on December 31, 2012, January 18, 2013, March 27, 2015, December 29, 2015, December 2, 2016, December 22, 2016, February 6, 2017, October 30, 2018, December 5, 2019, December 31, 2020, December 7, 2021 and December 12, 2022, the “Stockholders’ Agreement”), that appeared in the Schedule 13D filed by the Reporting Persons on October 9, 2012 (the “Initial Filing”), as amended by Amendment No. 1 filed on February 14, 2013 (“Amendment No. 1”), as further amended by Amendment No. 2 filed on February 14, 2014 (“Amendment No. 2”), as further amended by Amendment No. 3 filed on February 17, 2015 (“Amendment No. 3”), as further amended by Amendment No. 4. filed on February 16, 2016 (“Amendment No. 4”), as further amended by Amendment No. 5 filed on February 14, 2017 (“Amendment No. 5”), as further amended by Amendment No. 6 filed on February 14, 2018 (“Amendment No. 6”), as further amended by Amendment No. 7 filed on February 14, 2019 (“Amendment No. 7”), as further amended by Amendment No. 8 filed on February 13, 2020 (“Amendment No. 8”), as further amended by Amendment No. 9 filed on February 12, 2021 (“Amendment No. 9”) and as further amended by Amendment No. 10 filed on February 14, 2022 (together with the Initial Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, the “Filings”). This Amendment No. 11 (a) updates certain information with respect to certain Reporting Persons under the Filings 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.

The statements under the heading Julia Rankin Kuipers, which appear in the Filings, are hereby deleted and replaced by the following:

Julia Rankin Kuipers. Ms. Kuipers’ address is 150 Miles Road, Chagrin Falls, Ohio 44022. She is not employed.

The statements under the heading Jacob A. Kuipers, which appear in the Filings, are hereby deleted and replaced by the following:

Jacob A. Kuipers. Mr. Kuipers’ address is 150 Miles Road, Chagrin Falls, Ohio 44022. He is a Partner with McDermott Will & Emery.

The statements under the heading Frank F. Taplin, which appear in the Filings, are hereby deleted and replaced by the following:

Frank F. Taplin. Mr. Taplin’s address is 4470 W. Sunset Blvd., PMB 107-686, Los Angeles, California 90027. He is self-employed.

The statements under the heading Clara Rankin Butler (by John C. Butler, Jr. as custodian), which appear in the Filings, are hereby deleted and replaced by the following:

Clara Rankin Butler. Ms. Butler’s resident address is 245 East 63rd St., Apt 31C, New York, NY 10065. She is an Assistant at Christie’s Auction House

The statements under the heading Elisabeth M. Rankin, which appear in the Filings, are hereby deleted and replaced by the following:

Elisabeth M. Rankin. Ms. Rankin’s address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is employed at Chivers, LLP.

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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. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

The statements under the heading Frank F. Taplin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Frank F. Taplin. Mr. Taplin owns no Class B Common.

The statements under the heading 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, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Trust created by the Agreement, dated August 20, 2009, between Jame s T. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. James T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The statements under the heading Trust created by the 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, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Trust created by the 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. The trust has no power to vote or dispose of any shares of Class B Common. Thomas P. K. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The statements under the heading Trust dated December 21, 2004, between Claiborne R. Rankin, as trustee, & Julia L. Rankin, creating a trust FBO Julia L. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Trust dated December 21, 2004, between Claiborne R. Rankin, as trustee, & Julia L. Rankin, creating a trust FBO Julia L. Rankin. 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.

The following new Reporting Person 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.

The information provided in the Filings with respect to the Stockholders’ Agreement is hereby amended by inserting at the end thereof the following:

Stockholders’ Agreement

Effective December 12, 2022, each of the Issuer and the participating stockholders identified on the signature pages of the Stockholders Agreement, as amended (“Participating Stockholders”), executed and delivered an Amendment to the Stockholders’ Agreement amending the Stockholders’ Agreement to add an additional Participating Stockholder under the Stockholders’ Agreement. A copy of the Amendment to the Stockholders’ Agreement is attached hereto as Exhibit 41 and is incorporated herein in its entirety.

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Item 7 of the Initial Filing is hereby amended by adding the following:

[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 14, 2023

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