Schedule 13D/A

CUSIP No. 629579 20 02		Page 1 of 13 Pages

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 19)¹

 

 

NACCO Industries, Inc.

(Name of Issuer)

 

 

Class B Common Stock, par value $1.00 per share

(Title and 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 2012

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 13 Pages)

 

1	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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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 2 of 13 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Clara L. T. Rankin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (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 ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
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)   0.0%
14		TYPE OF REPORTING PERSON*   IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 3 of 13 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Alison A. Rankin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (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 ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   118,125
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   885,224
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   885,224
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   55.5%
14		TYPE OF REPORTING PERSON*   IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 4 of 13 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   John C. Butler, Jr.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (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 ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
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   472,371
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   472,371
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   29.6%
14		TYPE OF REPORTING PERSON*   IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 5 of 13 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   David B. Williams
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (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 ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
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   472,371
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   472,371
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   29.6%
14		TYPE OF REPORTING PERSON*   IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 6 of 13 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Thomas T. Rankin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (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 ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   92,873
				8		SHARED VOTING POWER   767,099
				9		SOLE DISPOSITIVE POWER   92,873
				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*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   53.9%
14		TYPE OF REPORTING PERSON*   IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 7 of 13 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Thomas E. Taplin, Jr.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (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 ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   13,200
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   13,200
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,200
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.8%
14		TYPE OF REPORTING PERSON*   IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 8 of 13 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Julia Rankin Kuipers
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (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 ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
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%
14		TYPE OF REPORTING PERSON*   IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 9 of 13 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Jacob A. Kuipers
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (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 ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
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%
14		TYPE OF REPORTING PERSON*   IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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Schedule 13D/A

 

CUSIP No. 629579 20 02		Page 10 of 13 Pages

The Schedule 13D originally filed on March 29, 1990, as amended and restated in its entirely 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 and as amended by Amendment No. 18 filed on February 14, 2011 (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, among the signatories thereto, the Company and PNC Bank, NA, as depository, is hereby further amended as follows. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms 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 Thomas T. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Thomas T. Rankin. Mr. Rankin’s address is 214 Banbury Rd., Richmond, Virginia 23221. He is retired.

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

Thomas E. Taplin, Jr. Mr. Taplin’s address is 763 Woods Haven Rd., Evergreen, Colorado 80439. He is a photographer.

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

Julia Rankin Kuipers. Mrs. Kuipers’ address is 36669 Cedar Rd., Gates Mills, Ohio 44040. Mrs. Kuipers is employed as an education specialist.

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

Jacob A. Kuipers. Mr. Kuipers’ address is 36669 Cedar Rd., Gates Mills, Ohio 44040. Mr. Kuipers is self-employed.

 

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 Filings, is hereby amended as follows:

(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 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 96.7% of the outstanding Class B Common as of December 31, 2011.

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Schedule 13D/A

CUSIP No. 629579 20 02		Page 11 of 13 Pages

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

Clara L.T. Rankin. Mrs. Rankin has no power to vote or dispose of any shares of Class B Common.

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

Alison A. Rankin. Mrs. Rankin is deemed to share with her spouse (Roger F. Rankin) the power to vote 118,125 shares of Class B Common and to dispose of 885,224 shares of Class B Common. Collectively, the 885,224 shares of Class B Common beneficially owned by Mrs. Rankin constitute approximately 55.5% of the Class B Common outstanding as of December 31, 2011.

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

John C. Butler, Jr. Mr. Butler is deemed to share with his spouse (Helen R. Butler) the power to dispose of 472,371 shares of Class B Common. The 472,371 shares of Class B Common beneficially owned by Mr. Butler constitute approximately 29.6% of the Class B Common outstanding as of December 31, 2011.

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

David B. Williams. Mr. Williams is deemed to share with his spouse (Clara T. Rankin Williams) the power to dispose of 472,371 shares of Class B Common. The 472,371 shares of Class B Common beneficially owned by Mr. Williams constitute approximately 29.6% of the Class B Common outstanding as of December 31, 2011.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by inserting at the end thereof the following:

Effective February 8, 2011, each of the Company, the Depository and the Participating Stockholders executed and delivered an Amendment to Stockholders’ Agreement amending the Stockholders’ Agreement to add an additional Participating Stockholder under the Stockholders’ Agreement. A copy of the Amendment to Stockholders’ Agreement is attached hereto as Exhibit 39 and is incorporated herein in its entirety.

 

Item 7.

Material to be Filed As Exhibits

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

 

		Exhibit 39		Amendment to Stockholders’ Agreement, dated as of February 8, 2011, by and among PNC Bank, N.A. (as successor to National City Bank (Cleveland, Ohio)), as Depository, the Company, the Participating Stockholders and the New Participating Stockholder.
		Exhibit 40		Joint Filing Agreement.

[Signatures begin on the next page.]

[The Remainder of this page was intentionally left blank.]

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Schedule 13D/A

CUSIP No. 629579 20 02		Page 12 of 13 Pages

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, 2012

 

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Schedule 13D/A

CUSIP No. 629579 20 02		Page 13 of 13 Pages

 

 

*

The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 2 at page 26 through 106 and pages 113 through 121 of such Exhibit, in Exhibit 13 at pages 6 through 8 of such Exhibit, in Exhibit 14 at pages 6 through 8 of such Exhibit, in Exhibit 19 at pages 6 through 7 of such Exhibit, in Exhibit 20 at pages 6 through 7 of such Exhibit, in Exhibit 22 at pages 1 through 2 of such Exhibit, in Exhibit 23 at pages 6 through 7 of such Exhibit, in Exhibit 25 at pages 6 through 7 of such Exhibit, in Exhibit 27 at pages 6 through 7 of such Exhibit, in Exhibit 28 at pages 6 through 7 of such Exhibit, in Exhibit 29 at pages 6 through 7 of such Exhibit, in Exhibit 30 at pages 6 through 7 of such Exhibit, in Exhibit 32 at pages 5 through 6 of such Exhibit, in Exhibit 33 at pages 5 through 6 of such Exhibit, in Exhibit 34 at pages 6 through 7 of such Exhibit, in Exhibit 35 at pages 6 through 7 of such Exhibit, in Exhibit 36 at pages 6 through 7 of such Exhibit, in Exhibit 37 at pages 6 through 7 of such Exhibit, in Exhibit 38 at pages 6 through 7 of such Exhibit and in Exhibit 39 at pages 6 through 7 of such Exhibit.