Sec Form 13D Filing - RANKIN ALFRED M filing for NACCO INDUSTRIES INC (NC) - 2024-12-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 31)

NACCO Industries, Inc.

(Name of Issuer)

Class B Common Stock, par value $1.00 per share

(Title of Class of Securities)

629579202

(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)

December 13, 2024

(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 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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Part II to Schedule 13D

The Schedule 13D originally filed on March 29, 1990, as amended and restated in its entirety pursuant to Regulation S-T Rule 101(a)(2) on March 20, 1992, as amended by Amendment No. 1 filed on March 28, 1995, as amended by Amendment No. 2 filed on March 21, 1996, as amended by Amendment No. 3 filed on November 26, 1996, as amended by Amendment No. 4 filed on January 10, 1997, as amended by Amendment No. 5 filed on March 19, 1997, as amended by Amendment No. 6 filed on March 25, 1999, as amended by Amendment No. 7 filed on March 30, 2000, as amended by Amendment No. 8 filed on February 14, 2001, as amended by Amendment No. 9 filed on February 14, 2002, as amended by Amendment No. 10 filed on February 14, 2003, as amended by Amendment No. 11 filed on February 17, 2004, as amended by Amendment No. 12 filed on February 15, 2005, as amended by Amendment No. 13 filed on February 14, 2006, as amended by Amendment No. 14 filed on February 14, 2007, as amended by Amendment No. 15 filed on February 14, 2008, as amended by Amendment No. 16 filed on February 13, 2009, as amended by Amendment No. 17 filed on February 16, 2010, as amended by Amendment No. 18 filed on February 14, 2011, as amended by Amendment No. 19 filed on February 14, 2012, as amended by Amendment No. 20 filed on February 14, 2013, as amended by Amendment No. 21 filed on February 14, 2014, as amended by Amendment No. 22 filed on February 13, 2015, as amended by Amendment No. 23 filed on February 12, 2016, as amended by Amendment No. 24 filed on February 14, 2017, as amended by Amendment No. 25 filed on February 13, 2018, as amended by Amendment No. 26 filed on February 13, 2020, as amended by Amendment No. 27 filed on February 12, 2021, as amended by Amendment No. 28 filed on February 11, 2022, as amended by Amendment No. 29 filed on February 10, 2023 and as amended by Amendment No. 30 filed on February 12, 2024 (collectively, the “Filings”), related to shares of Class B common stock (“Class B Common”) of NACCO Industries, Inc. (the “Company”) held by certain signatories to the Stockholders’ Agreement, dated as of March 15, 1990, as amended and restated on September 29, 2017, as further amended as of February 14, 2019, as further amended as of February 12, 2021, as further amended as of February 14, 2022, as further amended as of February 10, 2023, as further amended as of February 9, 2024 and as further amended as of December 16, 2024, among the signatories thereto, the Company and PNC Bank, NA, as depository, is hereby further amended as follows. This Amendment No. 31 (a) updates certain information with respect to certain Reporting Persons under the Filings and (b) reflects the contribution of an aggregate of 203,972 shares of Class B Common from certain Reporting Persons to AMR Associates NC, L.P., a Delaware limited partnership (“AMR Associates NC”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Filings.

(a)–(c) Item 2 of the Filings is hereby amended as follows:

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

Alfred M. Rankin, Jr. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Non-Executive Chairman of the Issuer at 22901 Millcreek Boulevard, Suite 600, Cleveland, Ohio 44122, (b) Non-Executive Chairman of Hamilton Beach Brands Holding Company at 4421 Waterfront Dr., Glen Allen, Virginia 23060 and (c) Executive Chairman of Hyster-Yale, Inc. at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124.

The following new Reporting Persons shall be added:

AMR Associates NC, L.P. AMR Associates NC is a Delaware limited partnership. Its principal business is to hold, under common management, shares of Class A common stock of the Issuer, par value $1.00 per share and Class B Common, beneficially owned by certain of the Reporting Persons. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Mayfield Heights, Ohio 44124-4017. The following Reporting Persons are trustees and primary beneficiaries of trusts acting as general partners or limited partner of AMR Associates NC: Helen R. Butler, Clara T. Rankin Williams and Alfred M. Rankin, Jr.

(a)—(c) 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 1,542,757 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 98.6% of the outstanding Class B Common as of December 13, 2024.

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

Alfred M. Rankin, Jr. Mr. Rankin (a) as trustee and beneficiary of certain trusts, 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 and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee a nd beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV and (c) as trustee and beneficiary of a trust that is a limited partner of AMR Associates NC, shares the power to dispose of 203,972 shares of Class B Common with the general partners of AMR Associates NC. Collectively, the 1,076,343 shares of Class B Common beneficially owned by Alfred M. Rankin, Jr. constitute approximately 68.8% of the Class B Common outstanding as of December 13, 2024.

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

Victoire G. Rankin. Ms. Rankin is deemed to share with her spouse (Alfred M. Rankin, Jr.) the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and limited partners of Rankin IV and (c) 203,972 shares of Class B Common held by AMR Associates NC with the general partners of AMR Associates NC. Collectively, the 1,076,343 shares of Class B Common beneficially owned by Victoire G. Rankin constitute approximately 68.8% of the Class B Common outstanding as of December 13, 2024.

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

Helen Rankin Butler. Ms. Butler has the sole power to vote and to dispose of 9,195 shares of Class B Common. Ms. Butler (a) as trustee and beneficiary of certain trusts, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) as trustee and beneficiary of a trust that is a general partner of AMR Associates NC, shares the power to vote the 203,972 shares of Class Common B held by AMR Associates NC with the other general partner of AMR Associates NC and shares the power to dispose of 203,972 shares of Class B Common with the other general partner and the limited partner of AMR Associates NC. Collectively, the 1,085,538 shares of Class B Common beneficially owned by Helen Rankin Butler constitute approximately 69.3% of the Class B Common outstanding as of December 13, 2024.

The statements under the heading John C. Butler, Jr. which appear in the Filings, are hereby deleted and replaced by the following:

John C. Butler, Jr. Mr. Butler is deemed to share with his spouse (Helen R. Butler) the power to vote and to dispose of 9,195 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and limited partners of Rankin I and (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and limited partners of Rankin IV and (c) 203,972 shares of Class B Common held by AMR Associates NC. with the general partners and the limited partner of AMR Associates NC. Collectively, the 1,085,538 shares of Class B Common beneficially owned by John C. Butler, Jr. constitute approximately 69.3% of the Class B Common outstanding as of December 13, 2024.

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

Clara T. Rankin Williams. Ms. Williams has the sole power to vote and to dispose of 9,195 shares of Class B Common. Ms. Williams (a) as trustee and beneficiary of certain trusts, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) as trustee and beneficiary of a trust that is a general partner of AMR Associates NC, shares the power to vote the 203,972 shares of Class Common B held by AMR Associates NC with the other general partner of AMR Associates NC and shares the power to dispose of 203,972 shares of Class B Common with the other general partner and the limited partner of AMR Associates NC. Collectively, the 1,085,538 shares of Class B Common beneficially owned by Clara T. Rankin Williams constitute approximately 69.3% of the Class B Common outstanding as of December 13, 2024.

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The statements under the heading David B. Williams which appear in the Filings, are hereby deleted and replaced by the following:

David B. Williams. Mr. Williams is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote and to dispose of 9,195 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and limited partners of Rankin IV and (c) 203,972 shares of Class B Common held by AMR Associates NC with the general partner and the limited partner of AMR Associates NC. Collectively, the 1,085,538 shares of Class B Common beneficially owned by David B. Williams constitute approximately 69.3% of the Class B Common outstanding as of December 13, 2024.

The following new Reporting Person shall be added:

AMR Associates NC, L.P. AMR Associates NC is made up of the entities holding limited and general partnership interests in AMR Associates NC. AMR Associates NC may be deemed to be a “group” as defined under the Act and therefore may be deemed as a group to beneficially own 203,972 shares of Class B Common held by AMR Associates NC. Although AMR Associates NC holds the 203,972 shares of Class B Common, it does not have any power to vote or to dispose of such shares of Class B Common. Helen R. Butler and Clara T. Rankin Williams, as trustees and primary beneficiaries of trusts that are general partners, are deemed to share the power to vote such shares of Class B Common. Helen R. Butler and Clara T. Rankin Williams, as trustees and primary beneficiaries of trusts that are general partners and Alfred M. Rankin, Jr., as trustee and primary beneficiary of a trust that is the limited partner, are deemed to share the power to dispose of shares of Class B Common Collectively, the 203,972 shares of Class B Common beneficially owned by AMR Associates NC constitute approximately 13.0% of the Class B Common outstanding as of December 13, 2024.

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

Effective December 16, 2024, each of the Issuer, the new Participating Stockholder and the Participating Stockholders executed and delivered an Amendment to the Stockholders’ Agreement amending the Amended and Restated Stockholders’ Agreement to add an additional Participating Stockholder under the Stockholders’ Agreement. A copy of the Sixth Amendment to the Amended and Restated Stockholders’ Agreement is attached hereto as Exhibit 71 and is incorporated herein in its entirety.

AMR Associates NC, L.P.

Under the terms of the Limited Partnership Agreement of AMR Associates NC, L.P., dated as of December 5, 2024, among the partners party thereto (the “AMR Associates NC Partnership Agreement”), filed as Exhibit 72 hereto and incorporated herein by reference, Helen R. Butler and Clara T. Rankin Williams have the power to vote the Class A Common and Class B Common held by the partnership. Further, under such terms, voting actions are determined by the general partners owning at least a majority of the general partnership interests of AMR Associates NC.

The AMR Associates NC Partnership Agreement restricts the transfer of all partnership interests, including the general partnership interests, in AMR Associates NC (“AMR Associates NC Partnership Interests”) by the partners and provides the partners and the partnership with a right of first refusal to acquire AMR Associates NC Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of AMR Associates NC Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the AMR Associates NC Partnership Agreement.

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Item 7 of the Filings is hereby amended by adding the following:

[Signatures begin on the next page.]

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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: December 17, 2024

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