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Form SC 13D/A NACCO INDUSTRIES INC Filed by: RANKIN ALFRED M ET AL

February 13, 2018 4:56 PM

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 25)

 

 

NACCO Industries, Inc.

(Name of Issuer)

Class A Common Stock, par value $1.00 per share

(Title of Class of Securities)

629579103

(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 2018

(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).

 

 

 


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 2 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alfred M. Rankin, Jr.

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

224,804

     8   

Shared voting power

 

418,430

     9   

Sole dispositive power

 

224,804

   10   

Shared dispositive power

 

418,430

11  

Aggregate amount beneficially owned by each reporting person

 

643,234

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

12.18%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 3 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Victoire G. Rankin

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

34,936

     8   

Shared voting power

 

270,003

     9   

Sole dispositive power

 

34,936

   10   

Shared dispositive power

 

608,298

11  

Aggregate amount beneficially owned by each reporting person

 

643,234

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

12.18%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 4 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Helen Rankin Butler

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

68,094

     8   

Shared voting power

 

74,448

     9   

Sole dispositive power

 

68,094

   10   

Shared dispositive power

 

412,743

11  

Aggregate amount beneficially owned by each reporting person

 

480,837

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

9.10%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 5 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Clara T. Rankin Williams

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

74,574

     8   

Shared voting power

 

9,881

     9   

Sole dispositive power

 

74,574

   10   

Shared dispositive power

 

348,176

11  

Aggregate amount beneficially owned by each reporting person

 

422,750

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

8.00%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 6 of 23

 

  1   

Name 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)  ☒

  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

 

172

     8   

Shared voting power

 

341,917

     9   

Sole dispositive power

 

172

   10   

Shared dispositive power

 

341,917

11  

Aggregate amount beneficially owned by each reporting person

 

342,089

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

6.48%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 7 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Claiborne R. Rankin

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

25,768

     8   

Shared voting power

 

340,655

     9   

Sole dispositive power

 

25,768

   10   

Shared dispositive power

 

340,655

11  

Aggregate amount beneficially owned by each reporting person

 

366,423

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

6.94%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 8 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Chloe O. Rankin

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

2,360

     8   

Shared voting power

 

25,768

     9   

Sole dispositive power

 

2,360

   10   

Shared dispositive power

 

364,063

11  

Aggregate amount beneficially owned by each reporting person

 

366,423

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

6.94%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 9 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Roger F. Rankin

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

351,287

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

351,287

11  

Aggregate amount beneficially owned by each reporting person

 

351,287

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

6.65%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 10 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bruce T. Rankin

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

14,313

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

352,608

11  

Aggregate amount beneficially owned by each reporting person

 

352,608

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

6.68%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 11 of 23

 

  1   

Name 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)  ☒

  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

 

6,613

     8   

Shared voting power

 

6,379

     9   

Sole dispositive power

 

6,613

   10   

Shared dispositive power

 

344,674

11  

Aggregate amount beneficially owned by each reporting person

 

351,287

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

6.65%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 12 of 23

 

  1   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Corbin K. Rankin

  2  

Check the appropriate box if a member of a group*

 

(a)  ☐        (b)  ☒

  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

 

3,622

     8   

Shared voting power

 

172

     9   

Sole dispositive power

 

3,622

   10   

Shared dispositive power

 

338,467

11  

Aggregate amount beneficially owned by each reporting person

 

342,089

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

6.48%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 13 of 23

 

  1   

Name 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)  ☒

  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

 

74,448

     8   

Shared voting power

 

68,094

     9   

Sole dispositive power

 

74,448

   10   

Shared dispositive power

 

406,389

11  

Aggregate amount beneficially owned by each reporting person

 

480,837

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

9.10%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 14 of 23

 

  1   

Name 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)  ☒

  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

 

9,881

     8   

Shared voting power

 

74,574

     9   

Sole dispositive power

 

9,881

   10   

Shared dispositive power

 

412,869

11  

Aggregate amount beneficially owned by each reporting person

 

422,750

12  

Check box if the aggregate amount in Row (11) excludes certain shares*

 

13  

Percent of class represented by amount in Row (11)

 

8.00%

14  

Type of reporting person*

 

IN


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 15 of 23

 

This Amendment No. 25 to Schedule 13D (this “Amendment No. 25”) is hereby filed to update and supplement certain information with respect to the shares of Class A Common Stock (the “Class A Common”) of NACCO Industries, Inc. (the “Company”) held by Rankin Associates II, L.P., a Delaware limited partnership (the “Partnership”), that appeared in the Schedule 13D on February 18, 1998 (the “Initial Filing”), as amended on March 30, 1998 (the “Amendment No. 1”), as amended on April 20, 1998 (the “Amendment No. 2”), as amended on January 11, 1999 (the “Amendment No. 3”), as amended on May 28, 1999 (the “Amendment No. 4”), as amended on November 13, 2000 (the “Amendment No. 5”), as amended on February 14, 2001 (the “Amendment No. 6”), as amended on January 10, 2002 (the “Amendment No. 7”), as amended on October 31, 2002 (the “Amendment No. 8”), as amended on January 9, 2003 (the “Amendment No. 9”), as amended on April 28, 2003 (the “Amendment No. 10”), as amended on February 17, 2004 (the “Amendment No. 11”), as amended on February 15, 2005 (the “Amendment No. 12”), as amended on February 14, 2006 (the “Amendment No. 13”), as amended on February 14, 2007 (the “Amendment No. 14”), as amended on February 14, 2008 (the “Amendment No. 15”), as amended on February 13, 2009 (the “Amendment No. 16”), as amended on February 16, 2010 (the “Amendment No. 17”), as amended on February 14, 2011 (the “Amendment No. 18”), as amended on February 14, 2012 (the “Amendment No. 19”), as amended on February 14, 2013 (the “Amendment No. 20”), as amended on February 14, 2014 (the “Amendment No. 21”), as amended on February 13, 2015 (the “Amendment No. 22”), as amended on February 12, 2016 (the “Amendment No. 23”) and as amended on February 14, 2017 (the “Amendment No. 24”) (collectively, the “Filings”). This Amendment No. 25 (a) updates certain information with respect to certain Reporting Persons under the Filings and (b) reflects the acquisitions and/or dispositions of shares of Class A Common by certain Reporting Persons. Capitalized terms used herein but not defined herein have the meanings assigned to them 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 Alfred M. Rankin, Jr. 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) Executive Chairman of Hamilton Beach Brands Holding Company at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale Materials Handling, Inc. at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of the Company at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

The statements under the heading Victoire G. Rankin are hereby deleted and replaced by the following:

Victoire G. Rankin. Ms. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. She is not employed.

The statements under the heading Helen R. Butler are hereby deleted and replaced by the following:

Helen R. Butler. Ms. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. She is a sales associate at Wool and Willow.

The statements under the heading Matthew M. Rankin are hereby deleted and replaced by the following:

Matthew M. Rankin. Mr. Rankin’s resident address is 2011 St. Andrews Road, Greensboro, North Carolina 27408. He is President and CEO of Carlisle Residential Properties.

The statements under the heading James T. Rankin are hereby deleted and replaced by the following:

James T. Rankin. Mr. Rankin’s resident address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is employed at Blue Ridge Capital Advisors, LLC in Commercial Real Estate.

The statements under the heading Claiborne R. Rankin are hereby deleted and replaced by the following:

Claiborne R. Rankin. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040. He is a private investor.

The statements under the heading Chloe O. Rankin are hereby deleted and replaced by the following:


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 16 of 23

 

Chloe O. Rankin. Ms. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. She is not employed.

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

John C. Butler, Jr. Mr. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. Mr. Butler’s business address is 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124. He is President and CEO of the Company and The North American Coal Corporation.

The statements under the heading David B. Williams are hereby deleted and replaced by the following:

David B. Williams. Mr. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. His business address is 221 W. LaSalle, 37th Floor, North Wacker Drive, Suite 3230, Chicago, Illinois 60606. He is an attorney with Williams, Bax & Saltzman, P.C.

The statements under the heading Scott W. Seelbach are hereby deleted and replaced by the following:

Scott W. Seelbach. Mr. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, OH 44122. He is a private equity principal.

The statements under the heading Claiborne R. Rankin, Jr. are hereby deleted and replaced by the following:

Claiborne R. Rankin, Jr. Mr. Rankin’s resident address is 103 Marion Avenue, Lake Forest, IL 60045. He is employed in software sales at BrokerSavant, Inc.

The statements under the heading Thomas Parker Rankin are hereby deleted and replaced by the following:

Thomas Parker Rankin. Mr. Rankin’s resident address is 20 Commerce St. Apt. BW, New York, New York 10014. He is a student.

The statements under the heading Chloe R. Seelbach are hereby deleted and replaced by the following:

Chloe R. Seelbach. Ms. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, Ohio 44122. She is not employed.

Item 5. Interest in Securities of the Issuer.

(a)—(b) The first paragraph under the heading “Item 5. Interest in Securities of the Issuer” in the Filings is hereby deleted and replaced in its entirety by the following:

Pursuant to the Act and the regulations thereunder, the Reporting Persons may be deemed as a group to beneficially own 338,295 shares of Class A Common, the aggregate number of shares of Class A Common which are held by the Partnership, representing approximately 6.40% of the outstanding Class A Common as of December 31, 2017.

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

Alfred M. Rankin, Jr. Mr. Rankin (a) shares with his mother (Clara L.T. Rankin) the power to vote and dispose of 9,600 shares of Class A Common pursuant to an agreement with his mother, creating a trust for the benefit of her grandchildren; (b) shares with PNC Bank, N.A. (“PNC”) the power to vote and dispose of 21,286 shares of Class A Common held by the A.M. Rankin Sr. GST Trusts for the benefit of Alfred M. Rankin, Sr.’s grandchildren; (c) shares with Rankin Management, Inc. and the other Reporting Persons the power to vote and dispose of 338,295 shares of Class A Common held by the Partnership; (d) has the sole power to vote and dispose of 210,644 shares of Class A Common under the Alfred Rankin Trust, with himself as trustee and for his benefit; (e) has the sole power to vote and dispose of 14,160 shares of Class A Common held in an individual retirement account; (f) is deemed to share with his spouse (Victoire G. Rankin) the power to vote and dispose of 34,936 shares of Class A Common owned by his spouse; and (g) shares with his brother (Bruce T. Rankin) the power to vote and dispose of 14,313 shares of Class A Common held in trust for the benefit of that brother. Collectively, the 643,234 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 12.18% of the Class A Common outstanding as of December 31, 2017.


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 17 of 23

 

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

Victoire G. Rankin. Ms. Rankin (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has the sole power to vote and dispose of 34,936 shares of Class A Common held in a trust created under the Agreement, dated September 28, 2000, for her benefit; (c) is deemed to share with her spouse (Alfred M. Rankin, Jr.) the power to vote and dispose of 9,600 shares of Class A Common owned by a trust created for the benefit of the grandchildren of Clara L.T. Rankin because her spouse is trustee of such trust; (d) is deemed to share with her spouse the power to vote and dispose of 21,286 shares of Class A Common held in trusts created for the benefit of the grandchildren of Alfred M. Rankin, Sr. because her spouse is a co-trustee of such trusts; (e) is deemed to share with her spouse the power to vote and dispose of 210,644 shares of Class A Common owned by a revocable trust for the benefit of her spouse; (f) is deemed to share with her spouse the power to vote and dispose of an additional 14,160 shares of Class A Common held by her spouse in an individual retirement account; and (g) is deemed to share with her spouse the power to vote and dispose of 14,313 shares of Class A Common held in a trust for the benefit of his brother (Bruce T. Rankin) because her spouse is trustee of such trust. Collectively, the 643,234 shares of Class A Common beneficially owned by Ms. Rankin constitute approximately 12.18% of the Class A Common outstanding as of December 31, 2017.

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

Helen Rankin Butler. Ms. Butler (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) is deemed to share with her spouse (John C. Butler, Jr.) the power to vote and dispose of 66,438 shares of Class A Common held by Mr. Butler, including (i) 63,638 shares of Class A Common held in a revocable trust for the benefit of Mr. Butler and (ii) 2,800 shares of Class A Common held in her spouse’s individual retirement account; (c) is deemed to share with her spouse (John C. Butler, Jr., as trustee) the power to vote and dispose of (i) 4,083 shares of Class A Common held in a trust for the benefit of her minor daughter (Clara R. Butler) and (ii) 3,927 shares of Class A Common held in a trust for the benefit of her minor son (Griffin B. Butler); and (d) has sole power to vote and dispose of 68,094 shares of Class A Common. Collectively, the 480,837 shares of Class A Common beneficially owned by Ms. Butler constitute approximately 9.10% of the Class A Common outstanding as of December 31, 2017.

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

Clara T. Rankin Williams. Ms. Williams (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has the sole power to vote and dispose of 68,094 shares of Class A Common held by trusts created for her benefit and for which she is the trustee; (c) as trustee, has sole power to vote and dispose of 3,927 shares of Class A Common held in a trust for the benefit of her minor daughter (Margo J. V. Williams); (d) as trustee, has sole power to vote and dispose of 2,553 shares of Class A Common held in a trust for the benefit of her minor daughter (Helen C. Williams); and (e) is deemed to share the power to vote and dispose of 9,881 shares of Class A Common owned by her spouse (David B. Williams). Collectively, the 422,750 shares of Class A Common beneficially owned by Ms. Williams constitute approximately 8.00% of the Class A Common outstanding as of December 31, 2017.

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 (a) has sole power to vote and dispose of 7 shares of Class A Common; (b) has the sole power to vote and dispose of 165 shares of Class A Common held by a trust created for his benefit and for which he is the trustee; (c) is deemed to share with his spouse (Corbin K. Rankin) the power to vote and to dispose of 3,622 shares of Class A Common owned by his spouse; and (d) shares with Rankin Management, Inc. and the other Reporting Persons the power to vote and dispose of 338,295 shares of Class A Common held by the Partnership. Collectively, the 342,089 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 6.48% of the Class A Common outstanding as of December 31, 2017.


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 18 of 23

 

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

Claiborne R. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 25,768 shares of Class A Common under the Claiborne Rankin Trust; (b) is deemed to share with his spouse (Chloe O. Rankin) the power to vote and dispose of 2,360 shares of Class A Common owned by his spouse; and (c) shares with Rankin Management, Inc. and the other Reporting Persons the power to vote and dispose of 338,295 shares of Class A Common held by the Partnership. Collectively, the 366,423 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 6.94% of the Class A Common outstanding as of December 31, 2017.

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

Chloe O. Rankin. Ms. Rankin (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) is deemed to share with her spouse (Claiborne R. Rankin) the power to vote and dispose of 25,768 shares of Class A Common held by a revocable trust created for the benefit of her spouse; and (c) has the sole power to vote and dispose of 2,360 shares of Class A Common held in a trust created under the Agreement, dated June 1, 1995, creating a trust for her benefit. Collectively, the 366,423 shares of Class A Common beneficially owned by Ms. Rankin constitute approximately 6.94% of the Class A Common outstanding as of December 31, 2017.

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

Roger F. Rankin. Mr. Rankin (a) is deemed to share with his spouse (Alison A. Rankin) the power to vote and dispose of 4,133 shares of Class A Common held in trust for his daughter (A. Farnham Rankin) and 2,246 shares of Class A Common held in trust for another daughter (Elisabeth M. Rankin) for which his spouse is trustee; (b) is deemed to share with his spouse the power to vote and dispose of 3,123 shares of Class A Common owned by his spouse; (c) is deemed to share with his spouse the power to vote and dispose of 3,490 shares of Class A Common beneficially owned by his spouse; and (d) shares with Rankin Management, Inc. and the other Reporting Persons the power to vote and dispose of 338,295 shares of Class A Common held by the Partnership. Collectively, the 351,287 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 6.65% of the Class A Common outstanding as of December 31, 2017.

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

Bruce T. Rankin. Mr. Rankin (a) is deemed to share with his brother (Alfred M. Rankin, Jr.) the power to vote and dispose of 14,313 shares of Class A Common held by a trust, created for his benefit and for which his brother is the trustee and (b) shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership. Collectively, the 352,608 shares of Class A Common held by Mr. Rankin constitute approximately 6.68% of the Class A Common outstanding as of December 31, 2017.

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. Ms. Rankin (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 3,123 shares of Class A Common; (c) has the sole power to vote and dispose of 3,490 shares of Class A Common held by a trust created for her benefit and for which she is the trustee; and (d) is deemed to share with her spouse (Roger F. Rankin) the power to vote and dispose of 4,133 shares of Class A Common held in trust for her daughter (A. Farnham Rankin) and 2,246 shares of Class A Common held in trust for another daughter (Elisabeth M. Rankin) for which she is trustee. Collectively, the 351,287 shares of Class A Common beneficially owned by Ms. Rankin constitute approximately 6.65% of the Class A Common outstanding as of December 31, 2017.

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


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 19 of 23

 

Corbin K. Rankin. Ms. Rankin (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 3,622 shares of Class A Common; and (c) is deemed to share with her spouse (Thomas T. Rankin) the power to vote and dispose of 172 shares of Class A Common, including 165 shares of Class A Common owned by a revocable trust for the benefit of her spouse. Collectively, the 342,089 shares of Class A Common beneficially owned by Ms. Rankin constitute approximately 6.48% of the Class A Common outstanding as of December 31, 2017.

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 (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 66,438 shares of Class A Common held by Mr. Butler, including (i) 63,638 shares of Class A Common held in a revocable trust for the benefit of Mr. Butler, and (ii) 2,800 shares of Class A Common held in his individual retirement account; (c) as trustee, has sole power to vote and dispose of 4,083 shares of Class A Common held in a trust for the benefit of his minor daughter (Clara R. Butler); (d) as trustee, has sole power to vote and dispose of 3,927 shares of Class A Common held in a trust for the benefit of his minor son (Griffin B. Butler); and (e) is deemed to share with his spouse (Helen R. Butler) the power to vote and dispose of 68,094 shares of Class A Common beneficially owned by his spouse. Collectively, the 480,837 shares of Class A Common beneficially owned by Mr. Butler constitute approximately 9.10% of the Class A Common outstanding as of December 31, 2017.

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 (a) by virtue of the Partnership Interests received as gifts, shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 9,881 shares of Class A Common held by Mr. Williams; (c) is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote and dispose of 68,094 shares of Class A Common beneficially owned by his spouse; (d) is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote and dispose of 3,927 shares of Class A Common owned by a trust created for the benefit of his minor daughter (Margo J. V. Williams) because his spouse is trustee of such trust; and (e) is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote and dispose of 2,553 shares of Class A Common owned by a trust created for the benefit of his minor daughter (Helen C. Williams) because his spouse is trustee of such trust. Collectively, the 422,750 shares of Class A Common beneficially owned by Mr. Williams constitute approximately 8.00% of the Class A Common outstanding as of December 31, 2017.


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 20 of 23

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information provided with respect to Rankin Associates II, L.P. is hereby deleted and replaced by the following:

Under the terms of the Limited Partnership Agreement of Rankin Associates II, L.P. (“Rankin II”), dated as of February 6, 1998 (as amended, the “Rankin II Partnership Agreement”), filed as Exhibit 4 to the Initial Filing, as amended by that certain Amendment No. 1 to Limited Partnership Agreement of Rankin II, dated as of December 26, 2001, filed as Exhibit 6 to Amendment No. 7, as amended by that certain Amendment No. 2 to Limited Partnership Agreement of Rankin II, dated as of December 17, 2002, filed as Exhibit 7 to Amendment No. 9, as amended by that certain Addendum to the Limited Partnership Agreement, dated as of October 28, 2016, filed as Exhibit 10 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Limited Partnership Agreement, dated as of December 12, 2017, filed as Exhibit 11 hereto and incorporated herein by reference, Rankin Management, Inc. (“RMI”), as the general partner of Rankin II, has the sole power to vote the Class A Common and Class B Common held by Rankin II. 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 stockholders of RMI. RMI shares the power to dispose of the Class A Common and Class B Common held by Rankin II with the other individuals and entities holding limited partnership interests in Rankin II. Under the terms of the Rankin II Partnership Agreement, Rankin II may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of RMI and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin II (“Rankin II Partnership Interests”).

The Rankin II Partnership Agreement restricts the transfer of Rankin II Partnership Interests by the partners and provides the partners and Rankin II with a right of first refusal to acquire Rankin II Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin II 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 Rankin II Partnership Agreement.

The information provided with respect to Rankin Associates I, L.P. is hereby deleted and replaced by the following:

Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P. (“Rankin I”), dated as of March 27, 2002 (as amended, the “Rankin I Partnership Agreement”), filed as Exhibit 12 hereto and incorporated herein by reference, as amended by that certain Written Consent of General Partners of Rankin Associates I, L.P., dated as of December 31, 2012, filed as Exhibit 13 hereto and incorporated herein by reference, as amended by that certain Addendum to the Second Amended and Restated Limited Partnership Agreement, dated as of October 28, 2016, filed as Exhibit 14 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Second Amended and Restated Limited Partnership Agreement, dated as of December 12, 2017, filed as Exhibit 15 hereto and incorporated herein by reference, 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 (the “Rankin I General Partners”), share the power to vote the Class A Common and Class B Common held by Rankin I. Further, under such terms, voting actions are determined by the Rankin I 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 Class A Common and Class B Common held by Rankin I. Under the terms of the Rankin I Partnership Agreement, Rankin I may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the Rankin I General Partners holding more than 75% of the general partnership interests in Rankin I and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin I (“Rankin I Partnership Interests”).

The Rankin I Partnership Agreement restricts the transfer of Rankin I Partnership Interests by the partners and provides the partners and Rankin I with a right of first refusal to acquire Rankin I Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin I 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 Rankin I Partnership Agreement.


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 21 of 23

 

The information provided with respect to Rankin Associates IV, L.P. is hereby deleted and replaced by the following:

Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P. (“Rankin IV”), dated as of February 7, 2005 (as amended, the “Rankin IV Partnership Agreement”), filed as Exhibit 16 hereto and incorporated herein by reference, as amended by that certain Amendment to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of March 22, 2006, filed as Exhibit 17 hereto and incorporated herein by reference, as amended by that certain Addendum to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of October 28, 2016, filed as Exhibit 18 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of December 12, 2017, filed as Exhibit 19 hereto and incorporated herein by reference, the general partners share the power to vote the Class A Common and Class B Common held by Rankin IV. Further, under such terms, 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 Class A Common and Class B Common held by Rankin IV. Under the terms of the Rankin IV Partnership Agreement, Rankin IV may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the general partners holding more than 75% of the general partnership interests in Rankin IV and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin IV (the “Rankin IV Partnership Interests”).

The Rankin IV Partnership Agreement restricts the transfer of Rankin IV Partnership Interests by the partners and provides the partners and Rankin IV with a right of first refusal to acquire Rankin IV Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin IV 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 Rankin IV Partnership Agreement.

The information provided with respect to the Stockholders’ Agreement is hereby deleted and replaced by the following:

The Amended and Restated Stockholders’ Agreement, dated as of September 29, 2017, among the signatories thereto and the Company (the “Stockholders’ Agreement”), filed as Exhibit 20 hereto and incorporated herein by reference, requires a signatory to offer the shares of Class B Common beneficially owned by such signatory to all of the other signatories upon the occurrence of either of the following: (a) the proposed conversion of shares of Class B Common by such signatory into shares of Class A Common and (b) the proposed sale, transfer or other disposition of Class B Common by such signatory to any permitted transferee (under the terms of the Class B Common) who is not a signatory to the Stockholders’ Agreement. In either of these cases, the signatory proposing to enter into one of these transactions must notify all of the other signatories and then must allow each such other signatory the opportunity to purchase such signatory’s pro rata portion of the shares of Class B Common that are subject to the proposed transaction in accordance with the procedures described below. The Stockholders’ Agreement, however, does not restrict transfers of Class B Common among the signatories or any other permitted transferee who becomes a signatory to the Stockholders’ Agreement.

A signatory proposing to engage in a transaction triggering a right of first refusal must first give written notice of the proposed transaction by registered mail to the Company, which acts as depository under the Stockholders’ Agreement. The depository, in turn, is required to send such notice promptly to all of the other signatories. Following receipt of such notice, each other signatory will have seven business days to elect whether or not to purchase his, her or its pro rata portion of the shares of the Class B Common which have triggered a right of first refusal. A signatory’s pro rata portion will be determined by dividing the number of shares of Class B Common which such person owns by the number of shares of Class B Common which are owned by all of the other signatories who similarly may elect to purchase the shares of Class B Common which have triggered the right of first refusal. A notice electing to purchase a pro rata portion of the shares of Class B Common must be sent to the depository by the end of the seven business day period. If the signatories electing to purchase do not elect to purchase all of the shares of Class B Common, then such signatories have an additional five business days to agree among themselves how to allocate the shares not purchased. If they cannot reach any agreement, the allocation shall be pro rata. If there are still shares of Class B Common which are not purchased following such allocation, then the Company shall have an additional three business days to decide whether or not to purchase the remaining shares. The Company, however, is under no obligation to purchase any such shares.

Following the completion of such procedures, the signatory who has triggered the right of first refusal is free, for a period of 30 business days, to convert the shares of Class B Common, if any, which remain, into shares of Class A Common. If the signatory had originally proposed to transfer the shares, such signatory would be free to transfer shares of Class A Common in accordance with the originally proposed transaction.

Signatories who elect to exercise the right of first refusal and purchase shares of Class B Common may pay for such shares in cash, an equivalent number of shares of Class A Common, or in a combination of cash and shares of Class A Common. The purchase price to be paid is the higher of what is specified in the notice sent by the signatory who has triggered the right of first refusal and the average of the last sales price of Class A Common on the New York Stock Exchange for the five days prior to the date of such notice.

The Stockholders’ Agreement only restricts the conversion, or the sales or other disposition outside of the Stockholders’ Agreement, of shares of Class B Common held by each signatory. The Stockholders’ Agreement does not restrict in any respect how a signatory may vote the shares of Class B Common that are subject to the terms of the Stockholders’ Agreement. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Stockholders’ Agreement.

The information provided with respect to the Transfer Restriction Agreement is hereby deleted and replaced by the following:

Under the terms of the Transfer Restriction Agreement, dated as of September 29, 2017 (the “TRA”), filed as Exhibit 21 hereto and incorporated herein by reference, Hamilton Beach Brands Holding Company, the Company, and certain signatories thereto have agreed to certain restrictions on transactions involving securities of Hamilton Beach Brands Holding Company or the Company. Absent a ruling from the Internal Revenue Service (“IRS”), an unqualified tax opinion from approved counsel, or approval by Hamilton Beach Brands Holding Company as the administrator of the TRA, the TRA prohibits members of the Company’s extended founding family, for a two-year period following September 29, 2017, from (a) acquiring any stock of either the Company or Hamilton Beach Brands Holding Company (other than acquisitions of stock pursuant to an equity compensation plan of either the Company or Hamilton Beach Brands Holding Company) or (b) transferring directly or indirectly any stock owned by the extended founding family.

The TRA further provides that the five-percent voting limitation on transfers of Hamilton Beach Brands Holding Company voting power will be converted to a 35-percent limitation if the Company or Hamilton Beach Brands Holding Company obtains a private letter ruling from the IRS or an unqualified tax opinion substantially to the effect that the increase in voting power by holders of Class B Common by reason of the conversion by other holders of Class B Common to Class A Common will not be taken into account for purposes of Section 355(e) of the Internal Revenue Code.

Item 7. Material to be Filed as Exhibits.

 

Exhibit 10    Addendum to the Limited Partnership Agreement of Rankin Associates II, L.P., dated as of October 28, 2016.
Exhibit 11    Addendum to the Limited Partnership Agreement of Rankin Associates II, L.P., dated as of December 12, 2017.
Exhibit 12    Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002 (incorporated by reference to Exhibit 1 of the Schedule 13D, as amended, related to Hamilton Beach Brands Holding Company Class B common stock, initially filed on October 6, 2017 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-90132)).
Exhibit 13    Written Consent of General Partners of Rankin Associates I, L.P., executed as of December 31, 2012 (incorporated by reference to Exhibit 8 of the Schedule 13D, as amended, related to Hyster-Yale Materials Handling, Inc. Class B common stock, initially filed on February 14, 2014 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-87003)).
Exhibit 14    Addendum to the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of October 28, 2016 (incorporated by reference to Exhibit 3 of the Schedule 13D, as amended, related to Hamilton Beach Brands Holding Company Class B common stock, initially filed on October 6, 2017 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-90132)).
Exhibit 15    Addendum to the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of December 12, 2017.


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 22 of 23

 

Exhibit 16    Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of February 7, 2005, as amended (incorporated by reference to Exhibit 1 of the Schedule 13D, as amended, related to the NACCO Class A Common, initially filed on February 15, 2005 by Rankin Associates IV, L.P. and other persons named therein (Commission File No. 005-38001)).
Exhibit 17    Amendment to the Amended and Restated Limited Partnership Agreement of Rankin IV, L.P., dated as of March 22, 2006 (incorporated by reference to Exhibit 10 of the Schedule 13D, as amended, related to Hamilton Beach Brands Holding Company Class B common stock, initially filed on October 6, 2017 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-90132)).
Exhibit 18    Addendum to the Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of October 28, 2016 (incorporated by reference to Exhibit 11 of the Schedule 13D, as amended, related to Hamilton Beach Brands Holding Company Class B common stock, initially filed on October 6, 2017 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-90132)).
Exhibit 19    Addendum to the Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of December 12, 2017.
Exhibit 20    Amended and Restated Stockholders’ Agreement, dated as of September 29, 2017, by and among NACCO and the Participating Stockholders (incorporated by reference to Exhibit 10.4 of NACCO’s Current Report on Form 8-K, filed on October 5, 2017 (Commission File No. 001-09172)).
Exhibit 21    Transfer Restriction Agreement, dated as of September 29, 2017, by and among Hamilton Beach Brands Holding Company, NACCO and the signatories thereto (incorporated by reference to Exhibit 5 of the Schedule 13D, as amended, related to Hamilton Beach Brands Holding Company Class B common stock, initially filed on October 6, 2017 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-90132)).

[Signatures begin on the next page.]

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


SCHEDULE 13D/A

 

CUSIP No. 629579103    Page 23 of 23

 

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 13, 2018

 

RANKIN ASSOCIATES II, L.P.
By:   Rankin Management, Inc., its Managing Partner
By:  

/s/ Alfred M. Rankin, Jr.

  Alfred M. Rankin, Jr.
  President
RANKIN MANAGEMENT, INC.
By:  

/s/ Alfred M. Rankin, Jr.

  Alfred M. Rankin, Jr.
  President
REPORTING INDIVIDUALS
By:  

/s/ Alfred M. Rankin, Jr.

  Alfred M. Rankin, Jr., on behalf of himself, and as:
  Attorney-in-Fact for Victoire G. Rankin*
  Attorney-in-Fact for Helen Rankin Butler*
  Attorney-in-Fact for Clara T. Rankin Williams*
  Attorney-in-Fact for Thomas T. Rankin*
  Attorney-in-Fact for Matthew M. Rankin*
  Attorney-in-Fact for Claiborne R. Rankin*
  Attorney-in-Fact for Chloe O. Rankin*
  Attorney-in-Fact for Roger F. Rankin*
  Attorney-in-Fact for Bruce T. Rankin*
  Attorney-in-Fact for Alison A. Rankin*
  Attorney-in-Fact for Corbin K. Rankin*
  Attorney-in-Fact for John C. Butler, Jr.*
  Attorney-in-Fact for James T. Rankin*
  Attorney-in-Fact for Claiborne R. Rankin, Jr.*
  Attorney-in-Fact for David B. Williams*
  Attorney-in-Fact for Scott W. Seelbach*
  Attorney-in-Fact for Elizabeth B. Rankin*
  Attorney-in-Fact for Thomas P. Rankin*
  Attorney-in-Fact for Julia Rankin Kuipers*
  Attorney-in-Fact for Lynn T. Rankin*
  Attorney-in-Fact for Chloe R. Seelbach*

 

* 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 16, and Exhibit 4, at pages 25 and 26 of the Schedule 13D, filed February 18, 1998.

Exhibit 10

ADDENDUM TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES II, L.P.

This Addendum (this “Addendum”), dated as of October 28, 2016, to Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended as of December 26, 2001 and December 17, 2002 (the “Agreement”), is made by and among the Partners of Rankin Associates II, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, the Partnership owns interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation (“HY”); and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language, by this Addendum, to the Agreement to account for the HY interests owned by it.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.        The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HY interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with respect to all other interests owned by the Partnership (including NACCO, as defined in the Agreement) and shall not be modified in any way by this Addendum:

Section 1.3

“1.3     “Applicable HY Class A Closing Price Average” means the average of the closing prices of the HY Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HY Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.14

“1.14    “Fair Market Value” means the price at which the property being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both being reasonably informed of the relevant factors and in light of the circumstances and prospects surrounding the business of the Partnership. A determination of the Fair Market Value of Partnership Interests shall take into consideration appropriate discounts for


lack of marketability and minority interest related to such Partnership Interests, but will not take into consideration the affect of any liquidity provided by the provisions of Section 7.4. A determination of the Fair Market Value of Partnership Property shall not take into consideration any HY Class A Shares or HY Class B Shares not owned by the Partnership.”

Section 1.31

“1.31     “HY” means Hyster-Yale Materials Handling, Inc., a Delaware corporation.”

Section 1.32

“1.32     “HY Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HY.”

Section 1.33

“1.33     “HY Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HY.”

Section 1.34

“1.34     “HY Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 28, 2012, by and among HY, as HY and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.35

“1.35     “HY Restated Certificate” means the Second Amended and Restated Certificate of Incorporation of HY, filed with the Secretary of State of the State of Delaware on September 26, 2012, as amended. References to specific sections of the HY Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HY Restated Certificate that becomes effective after the date hereof.”

Section 4.5(b)

      “(b) All distributions shall be made in proportion to the Partners’ Partnership Percentages except (i) when the Managing Partner by majority vote of its Board of Directors approves the disproportionate distribution, or (ii) with respect to any payment of HY Class A Shares or HY Class B Shares by the Partnership pursuant to Section 7.7(a). The Managing Partner is encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the Managing Partner is expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the Managing Partner, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For

 

2


all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the Managing Partner shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.2

“5.2    Management of Partnership Property Consisting of HY Stock.

   (a)    The Managing Partner by the approval of a majority of its Board of Directors shall direct the voting of the HY Class A Shares and HY Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HY Class A Shares and HY Class B Shares.

   (b)    The Partnership will not Transfer any HY Class B Shares without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.

   (c)    The Partnership shall not Transfer any HY Class A Shares, other than to acquire HY Class B Shares, without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.”

Section 7.2

“7.2     Restriction on Transfers. Except as otherwise provided in this Agreement, no Partner shall, either during the Partner’s lifetime or upon the Partner’s death, Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner. Moreover, no Partner shall Transfer or attempt to Transfer any Partnership Interest if such Transfer or attempted Transfer is contrary to the provisions of the HY Restated Certificate or HY Stockholders’ Agreement. In the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement.”

 

3


Section 7.7

“7.7     Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 7.4 or Section 7.5 of this Agreement shall be paid at the Closing, as follows:

    (a)     If the purchaser is the Partnership, the Partnership, at its election, may pay its portion of the Purchase Price in HY Class B Shares, HY Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partnership elects to pay the Purchase Price in HY Class B Shares, the Partnership shall pay to the selling Partner, such number of HY Class B Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class B Shares, divided by (B) the Applicable HY Class A Closing Price Average; and

 

  (ii)

to the extent that the Partnership elects to pay the Purchase Price in HY Class A Shares, the Partnership shall pay to the selling Partner, such number of HY Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class A Shares, divided by (B) the Applicable HY Class A Closing Price Average (if necessary the Partnership may convert HY Class B Shares to HY Class A Shares to pay such Purchase Price); and

 

  (iii)

immediately available United States Funds equal to that portion of the Purchase Price not paid by delivery of HY Class B Shares or HY Class A Shares.

    (b)     If the purchaser is a Partner, such Partner may pay its portion of the Purchase Price in HY Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partner elects to pay the Purchase Price in HY Class A Shares, such Partner shall deliver to the Selling Partner such number of HY Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class A Shares, divided by (B) the Applicable HY Class A Closing Price Average; and

 

  (ii)

immediately available United States Funds equal to that portion of the Purchase Price not paid by delivery of HY Class A Shares.”

Section 9.1

“9.1     Dissolution and Termination. The Partnership shall continue for the term described in Section 2.4 hereof, unless earlier dissolved (a) with the consent of the Managing Partner and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) upon the bankruptcy of a General Partner unless the continuation of the Partnership is agreed to

 

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in writing by all other General Partners, if any, or by Partners holding more than fifty percent (50%) of all Capital Accounts and all Partnership Percentages (exclusive of the Capital Accounts and Partnership Percentages of the bankrupt General Partner), or with the consent of the Managing Partner, upon the Transfer of substantially all of the HY Class A Shares and HY Class B Shares held by the Partnership. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed first to creditors to satisfy all debts and liabilities of the Partnership other than loans or advances made by the Partners to the Partnership, then to the establishment of reserves deemed reasonably necessary to satisfy contingent or unforeseen liabilities or obligations of the Partnership, then to the repayment of any loans or advances made by the Partners to the Partnership, with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time. Solely for the purposes of determining the balances of the Partners’ Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an independent appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.1

“10.1     Grant of Power. Each Partner by his, her or its signature below irrevocably makes, constitutes and appoints the Managing Partner, and each of them, his, her or its true and lawful attorney in his, her or its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Managing Partner to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Partnership to conduct its business, (c) comply with any applicable law in connection with the Partnership’s conduct of its business, (d) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client), or (e) to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of HY Class A Shares and/or HY Class B Shares, subject to the HY Stockholders’ Agreement, as amended from time to time, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. Each Partner grants to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 10.”

 

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2.     This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.     This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.     This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partner

 

RANKIN MANAGEMENT, INC.

By:   /s/ Alfred M. Rankin, Jr.
Name:   Alfred M. Rankin, Jr.
Title:   President
And:   /s/ Claiborne R. Rankin
Name:   Claiborne R. Rankin
Title:   Secretary

Limited Partners (See Attached Pages)

 

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Trust created by the Agreement, dated 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.
By:   /s/ Alfred M. Rankin, Jr.
Name:   Alfred M. Rankin, Jr.
Title:   Trustee

 

8


Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler, creating a trust for the benefit of Helen P. (Rankin) Butler
By:   /s/ Helen R. Butler
Name:   Helen R. Butler
Title:   Trustee

 

9


Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.
By:   /s/ John C. Butler
Name:   John C. Butler
Title:   Trustee

 

10


Clara Rankin Butler 2002 Trust, dated November 5, 2002, between John C. Butler, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Clara Rankin Butler
By:   /s/ John C. Butler
Name:   John C. Butler
Title:   Trustee

 

11


Griffin Bedwell Butler 2002 Trust, dated November 5, 2002, between John C. Butler, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Griffin Bedwell Butler
By:   /s/ John C. Butler
Name:   John C. Butler
Title:   Trustee

 

12


Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams, creating a trust for the benefit of Clara T. (Rankin) Williams
By:   /s/ Clara R. Williams
Name:   Clara R. Williams
Title:   Trustee

 

13


/s/ David B. Williams
David B. Williams

 

14


Margo Jamison Victoire Williams 2004 Trust, dated December 10, 2004, between David B. H. Williams, as trustee; and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams
By:   /s/ David B. H. Williams
Name:   David B. H. Williams
Title:   Trustee

 

15


Helen Charles Williams 2004 Trust, dated December 10, 2004, between David B. H. Williams as trustee, and Clara Rankin Williams creating a trust for the benefit of Helen Charles Williams
By:   /s/ David B. H. Williams
Name:   David B. H. Williams
Title:   Trustee

 

16


Trust created by the Agreement, dated December 29, 1967. as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:   /s/ Thomas T. Rankin
Name:   Thomas T. Rankin
Title:   Trustee

 

17


/s/ Corbin K. Rankin
Corbin K. Rankin

 

18


Trust created by the Agreement, dated December 20, 1993, as supplemented, amended, and restated, between Matthew M. Rankin, as trustee, and Matthew M. Rankin, creating a trust for the benefit of Matthew M. Rankin
By:   /s/ Matthew M. Rankin
Name:   Matthew M. Rankin
Title:   Trustee

 

19


Trust created by the Agreement, dated May 10, 2007, between Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-trustee, creating a trust for the benefit of Mary Marshall Rankin
By:   /s/ James T. Rankin
Name:   James T. Rankin
Title:   Co-Trustee
By:   /s/ Matthew M. Rankin
Name:   Matthew M. Rankin
Title:   Co-Trustee

 

20


Trust created by the Agreement, dated May 10, 2007, between Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-trustee, creating a trust for the benefit of William Alexander Rankin    
By:   /s/ James T. Rankin
Name:   James T. Rankin
Title:   Co-Trustee
By:   /s/ Matthew M. Rankin
Name:   Matthew M. Rankin
Title:   Co-Trustee

 

21


/s/ Elizabeth B. Rankin
Elizabeth B. Rankin

 

22


/s/ James T. Rankin
James T. Rankin

 

23


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

 

By:   /s/ James T. Rankin
Name:   James T. Rankin
Title:   Trustee

 

24


/s/ Lynne Turman Rankin
Lynne Turman Rankin

 

25


/s/ James T. Rankin

James T. Rankin, as custodian for minor

Margaret Pollard Rankin

 

26


/s/ Thomas Parker Rankin
Thomas Parker Rankin

 

27


Thomas P. K. Rankin, trustee of the 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

 

By:   /s/ Thomas P. K. Rankin
Name:   Thomas P. K. Rankin
Title:   Trustee

 

28


Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

By:   /s/ Claiborne R. Rankin
Name:   Claiborne R. Rankin
Title:   Trustee

 

29


Trust created under the Agreement dated June 1, 1995, as supplemented, amended, and restated, between Chloe O. Rankin, as trustee, and Chloe O. Rankin, creating a trust for the benefit of Chloe O. Rankin

By:   /s/ Chloe O. Rankin
Name:   Chloe O. Rankin
Title:   Trustee

 

30


Trust created by the Agreement, dated January 13, 1998, as supplemented, amended and restated, between Chloe R. (Rankin) Seelbach, as trustee, and Chloe R. (Rankin) Seelbach, creating a trust for the benefit of Chloe R. (Rankin) Seelbach

By:   /s/ Chloe R. Seelbach
Name:   Chloe R. Seelbach
Title:   Trustee

 

31


/s/ Scott Seelbach
Scott Seelbach

 

32


Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach

 

By:  

/s/ Chloe R. Seelbach

Name:   Chloe R. Seelbach
Title:   Trustee

 

33


Trust created by the Agreement, dated December 21, 2004 between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach

 

By:  

/s/ Chloe R. Seelbach

Name:   Chloe R. Seelbach
Title:   Trustee

 

34


Trust created by the Agreement, dated December 21, 2004 between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach

 

By:  

/s/ Chloe R. Seelbach

Name:   Chloe R. Seelbach
Title:   Trustee

 

35


Trust created by the Agreement, dated December 21, 2004, as supplemented, amended, and restated, between Julia R. (Rankin) Kuipers, as trustee, and Julia R. (Rankin) Kuipers, creating a trust for

the benefit of Julia R. (Rankin) Kuipers

 

By:  

/s/ Julia R. Kuipers

Name:   Julia R. Kuipers
Title:   Trustee

 

36


Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers

 

By:  

/s/ Julia R. Kuipers

Name:   Julia R. Kuipers
Title:   Trustee

 

37


Trust created by the Agreement, dated August 25, 2000, as supplemented, amended and restated, between Claiborne R. Rankin, Jr. as trustee, and Claiborne R. Rankin, Jr., creating a trust for the benefit of Claiborne R. Rankin, Jr.

 

By:  

/s/ Claiborne R. Rankin, Jr.

Name:   Claiborne R. Rankin, Jr.
Title:   Trustee

 

38


Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Ranking, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

 

By:  

/s/ Roger F. Rankin

Name:   Roger F. Rankin
Title:   Trustee

 

39


Trust created by the Agreement, dated September 11, 2000, as supplemented, amended, and restated, between Alison A. Rankin, as trustee, and Alison A. Rankin, creating a trust for the benefit of Alison A. Rankin

 

By:  

/s/ Alison A. Rankin

Name:   Alison A. Rankin
Title:   Trustee

 

40


Alison A. Rankin as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997 with Roger Rankin, Grantor

 

By:  

Alison A. Rankin

Name: Alison A. Rankin
Title: Trustee

 

41


Alison A. Rankin, as trustee under Irrevocable Trust No 2, dated September 11, 2000, for the benefit of A. Farnham Rankin

 

By:  

Alison A. Rankin

Name: Alison A. Rankin
Title: Trustee

 

42


Alison A. Rankin as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997 with Roger F. Rankin, Grantor

 

By:  

Alison A. Rankin

Name: Alison A. Rankin
Title: Trustee

 

43


Alison A. Rankin, as trustee under Irrevocable Trust No, 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin

 

By:  

Alison A. Rankin

Name: Alison A. Rankin
Title: Trustee

 

44


Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin

 

By:  

Alfred M. Rankin, Jr.

Name: Alfred M. Rankin, Jr.
Title: Trustee

 

45

Exhibit 11

ADDENDUM TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES II, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended as of December 26, 2001 and December 17, 2002, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates II, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with respect to all other interests owned by the Partnership:


Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.14

“1.14    “Fair Market Value” means the price at which the property being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both being reasonably informed of the relevant factors and in light of the circumstances and prospects surrounding the business of the Partnership. A determination of the Fair Market Value of Partnership Interests shall take into consideration appropriate discounts for lack of marketability and minority interest related to such Partnership Interests, but will not take into consideration the affect of any liquidity provided by the provisions of Section 7.4. A determination of the Fair Market Value of Partnership Property shall not take into consideration any HBB Class A Shares or HBB Class B Shares not owned by the Partnership.”

Section 1.31

“1.31    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.32

“1.32    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

Section 1.33

“1.33    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.34

“1.34    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.35

“1.35    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or

 

2


amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ Partnership Percentages except (i) when the Managing Partner by majority vote of its Board of Directors approves the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares or HBB Class B Shares by the Partnership pursuant to Section 7.7(a). The Managing Partner is encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the Managing Partner is expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the Managing Partner, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the Managing Partner shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.2

“5.2    Management of Partnership Property Consisting of HBB Stock.

(a)      The Managing Partner by the approval of a majority of its Board of Directors shall direct the voting of the HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership will not Transfer any HBB Class B Shares without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than to acquire HBB Class B Shares, without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.”

Section 7.2

“7.2    Restriction on Transfers. Except as otherwise provided in this Agreement, no Partner shall, either during the Partner’s lifetime or upon the Partner’s death, Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner. Moreover, no Partner shall Transfer or attempt to Transfer any Partnership Interest if such Transfer or attempted Transfer is contrary to the provisions of the HBB Restated Certificate or HBB Stockholders’ Agreement. In

 

3


the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement.”

Section 7.7

“7.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 7.4 or Section 7.5 of this Agreement shall be paid at the Closing, as follows:

(a)      If the purchaser is the Partnership, the Partnership, at its election, may pay its portion of the Purchase Price in HBB Class B Shares, HBB Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

 

  (i) to the extent that the Partnership elects to pay the Purchase Price in HBB Class B Shares, the Partnership shall pay to the selling Partner, such number of HBB Class B Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HBB Class B Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

 

  (ii) to the extent that the Partnership elects to pay the Purchase Price in HBB Class A Shares, the Partnership shall pay to the selling Partner, such number of HBB Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average (if necessary the Partnership may convert HBB Class B Shares to HBB Class A Shares to pay such Purchase Price); and

 

  (iii) immediately available United States Funds equal to that portion of the Purchase Price not paid by delivery of HBB Class B Shares or HBB Class A Shares.

(b)      If the purchaser is a Partner, such Partner may pay its portion of the Purchase Price in HBB Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

 

  (i) to the extent that the Partner elects to pay the Purchase Price in HBB Class A Shares, such Partner shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the quotient of

 

4


(A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

 

  (ii) immediately available United States Funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.”

Section 9.1

“9.1    Dissolution and Termination. The Partnership shall continue for the term described in Section 2.4 hereof, unless earlier dissolved (a) with the consent of the Managing Partner and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) upon the bankruptcy of a General Partner unless the continuation of the Partnership is agreed to in writing by all other General Partners, if any, or by Partners holding more than fifty percent (50%) of all Capital Accounts and all Partnership Percentages (exclusive of the Capital Accounts and Partnership Percentages of the bankrupt General Partner), or with the consent of the Managing Partner, upon the Transfer of substantially all of the HBB Class A Shares and HBB Class B Shares held by the Partnership. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed first to creditors to satisfy all debts and liabilities of the Partnership other than loans or advances made by the Partners to the Partnership, then to the establishment of reserves deemed reasonably necessary to satisfy contingent or unforeseen liabilities or obligations of the Partnership, then to the repayment of any loans or advances made by the Partners to the Partnership, with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time. Solely for the purposes of determining the balances of the Partners’ Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an independent appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.1

“10.1    Grant of Power. Each Partner by his, her or its signature below irrevocably makes, constitutes and appoints the Managing Partner, and each of them, his, her or its true and lawful attorney in his, her or its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Managing Partner to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Partnership to conduct its business, (c) comply with any applicable law in connection with the Partnership’s conduct of its business, (d) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client), or (e) to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares, subject to the HBB Stockholders’ Agreement, as amended from time to time, including all statements on Schedule

 

5


13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. Each Partner grants to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 10.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

6


SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partner
RANKIN MANAGEMENT, INC.
By:   /s/ Alfred M. Rankin, Jr.
Name: Alfred M. Rankin, Jr.
Title: President
And:  

/s/ Claiborne R. Rankin

Name: Claiborne R. Rankin
Title: Secretary

Limited Partners (See Attached Pages)

 

7


Trust created by the Agreement, dated 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.

By:   /s/ Alfred M. Rankin, Jr.
Name: Alfred M. Rankin, Jr.
Title: Trustee

 

8


Trust created by the Agreement, dated December 29, 1989,

as supplemented, amended and restated, between

Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin)

Butler, creating a trust for the benefit of Helen P. (Rankin) Butler

By:   /s/ Helen R. Butler
Name: Helen R. Butler
Title: Trustee

 

9


Trust created by the Agreement, dated June 17, 1999, between

John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a

trust for the benefit of John C. Butler, Jr.

By:   /s/ John C. Butler
Name: John C. Butler
Title: Trustee

 

10


Clara Rankin Butler 2002 Trust, dated November 5, 2002,

between John C. Butler, Jr., as trustee, and Helen Rankin Butler,

creating a trust for the benefit of Clara Rankin Butler

By:   /s/ John C. Butler
Name: John C. Butler
Title: Trustee

 

11


Griffin Bedwell Butler 2002 Trust, dated November 5, 2002,

between John C. Butler, Jr., as trustee, and Helen Rankin Butler,

creating a trust for the benefit of Griffin Bedwell Butler

By:   /s/ John C. Butler
Name: John C. Butler
Title: Trustee

 

12


Trust created by the Agreement, dated December 29, 1989, as

supplemented, amended and restated, between Clara T. (Rankin)

Williams, as trustee, and Clara T. (Rankin) Williams, creating a

trust for the benefit of Clara T. (Rankin) Williams

By:   /s/ Clara R. Williams
Name: Clara R. Williams
Title: Trustee

 

13


/s/ David B. Williams

David B. Williams

 

14


Margo Jamison Victoire Williams 2004 Trust, dated

December 10, 2004, between David B. H. Williams, as trustee,

and Clara Rankin Williams, creating a trust for the benefit

of Margo Jamison Victoire Williams

By:   /s/ David B. H. Williams
Name: David B. H. Williams
Title: Trustee

 

15


Helen Charles Williams 2004 Trust, dated December 10, 2004,

between David B. H. Williams as trustee, and Clara Rankin

Williams, creating a trust for the benefit of Helen Charles Williams

By:   /s/ David B. H. Williams
Name: David B. H. Williams
Title: Trustee

 

16


Trust created by the Agreement, dated December 29, 1967, as

supplemented, amended and restated, between Thomas T. Rankin,

as trustee, and Thomas T. Rankin, creating a trust for the benefit of

Thomas T. Rankin

By:   /s/ Thomas T. Rankin
Name: Thomas T. Rankin
Title: Trustee

 

17


/s/ Corbin K. Rankin

Corbin K. Rankin

 

18


Trust created by the Agreement, dated December 20, 1993, as

supplemented, amended, and restated, between Matthew M. Rankin,

as trustee, and Matthew M. Rankin, creating a trust for the benefit of

Matthew M. Rankin

 

By:   /s/ Matthew M. Rankin
Name: Matthew M. Rankin
Title: Trustee

 

19


Trust created by the Agreement, dated May 10, 2007, between

Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-trustee,

creating a trust for the benefit of Mary Marshall Rankin

 

By:   /s/ James T. Rankin
Name: James T. Rankin

Title: Co-Trustee

 

By:   /s/ Matthew M. Rankin
Name: Matthew M. Rankin
Title: Co-Trustee

 

20


Trust created by the Agreement, dated May 10, 2007, between

Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-

trustee, creating a trust for the benefit of William Alexander

Rankin

 

By:   /s/ James T. Rankin
Name: James T. Rankin

Title: Co-Trustee

 

By:   /s/ Matthew M. Rankin
Name: Matthew M. Rankin
Title: Co-Trustee

 

21


/s/ Elizabeth B. Rankin

Elizabeth B. Rankin

 

22


/s/ James T. Rankin

James T. Rankin

 

23


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

 

By:   /s/ James T. Rankin
Name: James T. Rankin
Title: Trustee

 

24


/s/ Lynne Turman Rankin

Lynne Turman Rankin

 

25


/s/ James T. Rankin

James T. Rankin, as custodian for minor
Margaret Pollard Rankin

 

26


/s/ Thomas Parker Rankin

Thomas Parker Rankin

 

27


Thomas P. K. Rankin, trustee of the 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

 

By:   /s/ Thomas P. K. Rankin
Name: Thomas P. K. Rankin
Title: Trustee

 

28


Trust created by the Agreement, dated June 22, 1971, as

supplemented, amended and restated, between Claiborne R. Rankin,

as trustee, and Claiborne R. Rankin, creating a trust for the

benefit of Claiborne R. Rankin

 

By:   /s/ Claiborne R. Rankin
Name: Claiborne R. Rankin
Title: Trustee

 

29


Trust created under the Agreement dated June 1, 1995, as

supplemented, amended, and restated, between Chloe O. Rankin,

as trustee, and Chloe O. Rankin, creating a trust for the

benefit of Chloe O. Rankin

 

By:   /s/ Chloe O. Rankin
Name: Chloe O. Rankin
Title: Trustee

 

30


Trust created by the Agreement, dated January 13, 1998, as

supplemented, amended and restated, between Chloe R.

(Rankin) Seelbach, as trustee, and Chloe R. (Rankin) Seelbach,

creating a trust for the benefit of Chloe R. (Rankin) Seelbach

 

By:   /s/ Chloe R. Seelbach
Name: Chloe R. Seelbach
Title: Trustee

 

31


/s/ Scott Seelbach

Scott Seelbach

 

32


Trust created by the Agreement, dated December 21, 2004,

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Taplin Elizabeth Seelbach

 

By:   /s/ Chloe R. Seelbach
Name: Chloe R. Seelbach
Title: Trustee

 

33


Trust created by the Agreement, dated December 21, 2004

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Isabelle Scott Seelbach

 

By:   /s/ Chloe R. Seelbach
Name: Chloe R. Seelbach
Title: Trustee

 

34


Trust created by the Agreement, dated December 21, 2004

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Thomas Wilson Seelbach

 

By:   /s/ Chloe R. Seelbach
Name: Chloe R. Seelbach
Title: Trustee

 

35


Trust created by the Agreement, dated December 21, 2004, as

supplemented, amended, and restated, between Julia R. (Rankin)

Kuipers, as trustee, and Julia R. (Rankin) Kuipers, creating a trust for

the benefit of Julia R. (Rankin) Kuipers

 

By:   /s/ Julia R. Kuipers
Name: Julia R. Kuipers
Title: Trustee

 

36


Claiborne R. Rankin Trust for children of Julia R. Kuipers dated

December 27, 2013 under Custody Agreement dated

December 27, 2013 fbo Evelyn R. Kuipers

 

By:   /s/ Julia R. Kuipers
Name: Julia R. Kuipers
Title: Trustee

 

37


Trust created by the Agreement, dated August 25, 2000, as

supplemented, amended and restated, between Claiborne R. Rankin,

Jr. as trustee, and Claiborne R. Rankin, Jr., creating a trust for the

benefit of Claiborne R. Rankin, Jr.

 

By:   /s/ Claiborne R. Rankin, Jr.
Name: Claiborne R. Rankin, Jr.
Title: Trustee

 

38


Trust created by the Agreement, dated September 11, 1973, as

supplemented, amended and restated, between Roger F. Rankin,

as trustee, and Roger F. Rankin, creating a trust for the benefit

of Roger F. Rankin

 

By:   /s/ Roger F. Rankin
Name: Roger F. Rankin
Title: Trustee

 

39


Trust created by the Agreement, dated September 11, 2000, as

supplemented, amended, and restated, between Alison A. Rankin,

as trustee, and Alison A. Rankin, creating a trust for the benefit of

Alison A. Rankin

 

By:   /s/ Alison A. Rankin, Trustee
Name: Alison A. Rankin
Title: Trustee

 

40


Alison A. Rankin as trustee fbo A. Farnham Rankin under

Irrevocable Trust No. 1, dated December 18, 1997 with

Roger Rankin, Grantor

 

By:   /s/ Alison A. Rankin, Trustee
Name: Alison A. Rankin
Title: Trustee

 

41


Alison A. Rankin, as trustee under Irrevocable Trust No 2,

dated September 11, 2000, for the benefit of A. Farnham Rankin

 

By:   /s/ Alison A. Rankin, Trustee
Name: Alison A. Rankin
Title: Trustee

 

42


Alison A. Rankin as trustee fbo Elisabeth M. Rankin under

Irrevocable Trust No. 1, dated December 18, 1997 with

Roger F. Rankin, Grantor

 

By:   /s/ Alison A. Rankin, Trustee
Name: Alison A. Rankin
Title: Trustee

 

43


Alison A. Rankin, as trustee under Irrevocable Trust No. 2, dated

September 11, 2000, for the benefit of Elisabeth M. Rankin

 

By:   /s/ Alison A. Rankin, Trustee
Name: Alison A. Rankin
Title: Trustee

 

44


Trust created by the Agreement, dated September 28, 2000, as

supplemented, amended and restated, between Alfred M. Rankin, Jr.,

as trustee, and Bruce T. Rankin, creating a trust for the benefit of

Bruce T. Rankin

 

By:   /s/ Alfred M. Rankin, Jr.
Name: Alfred M. Rankin, Jr.
Title: Trustee

 

45


The David B. H. Williams Trust, David B. H. Williams Trustee,

under agreement dated October 14, 2009

 

By:   /s/ David B. H. Williams
Name: David B. H. Williams
Title: Trustee

 

46


Vested Trust for Margaret Pollard Rankin under agreement dated

December 4, 2015

 

By:   /s/ James T. Rankin
Name: James T. Rankin
Title: Trustee

 

47


Vested Trust for James T. Rankin, Jr. under agreement dated

December 4, 2015

 

By:   /s/ James T. Rankin
Name: James T. Rankin
Title: Trustee

 

48


Trust for the benefit of Matilda Alan Kuipers u/a Claiborne R.

Rankin, dated December 27, 2013

 

By:   /s/ Julia R. Kuipers
Name: Julia R. Kuipers
Title: Trustee

 

49


Trust for the benefit of Claiborne Read Rankin III u/a Claiborne R.

Rankin, dated August 26, 2016

 

By:   /s/ Claiborne R. Rankin, Jr.
Name: Claiborne R. Rankin, Jr.
Title: Trustee

 

50

Exhibit 15

ADDENDUM TO THE

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES I, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates I, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with


respect to all other interests owned by the Partnership:

Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.5

“1.5    “Authorized Transferee” means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a “Permitted Transferee” of the Transferring Partner under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate, if the Transferring Partner were Transferring HBB Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership in compliance with the provisions of Article IV, Section 3, paragraph 4(a)(i)(G) of the HBB Restated Certificate; and (iii) is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1.

Section 1.25

“1.25    “Former Partner” means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement.”

Section 1.33

“1.33    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.34

“1.34    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

 

2


Section 1.35

“1.35.    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.36

“1.36    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.37

“1.37    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 1.58

“1.58    “Qualified Trust” of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual’s spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual’s spouse payable by reason of the death of such individual or such individual’s spouse; and, provided further that such trust must prohibit (A) the transfer of HBB Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58.”

Section 3.3

“3.3.    Status as a Qualified Trust and “Participating Stockholder”. As of the date hereof, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no

 

3


event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.1(h)

“(h)      the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in HBB Class A Shares; and”.

Section 5.2

 

  “5.2 Management of Partnership Property Consisting of HBB Class A Shares and HBB Class B Shares: Admission of New General Partners.

(a)      The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership shall not Transfer, or convert to HBB Class A Shares, any

 

4


HBB Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any HBB Class B Shares unless such Transfer is permitted by Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (ii) shall not Transfer, or convert to HBB Class A Shares, any HBB Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the HBB Stockholders’ Agreement.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than pursuant to a share for share exchange to acquire HBB Class B Shares, without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests.

(d)      Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of the Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership.”

Section 7.4

“7.4    Payment of Interest. Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or HBB Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price.”

Section 8.7

“8.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 shall be paid at the Closing in immediately available United States funds; provided, however:

(a)      If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i) to the extent that the Partnership elects to pay the Purchase Price in HBB Class A Shares, the Partnership shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the

 

5


  quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average (if necessary the Partnership may, subject to Section 5.2, convert any HBB Class B Shares held by the Partnership to HBB Class A Shares to pay such Purchase Price); and

 

  (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.

(b)      If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i) to the extent that the Partner elects to pay the Purchase Price in HBB Class A Shares, such Partner shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

 

  (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.”

Section 10.1

“10.1    Dissolution and Termination. The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HBB Class A Shares and HBB Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.2

“10.2    Limitations On In Kind Distributions. Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of HBB Class B Shares held by the Partnership

 

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shall be made unless such distribution by the Partnership is permitted under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate.”

Section 11.1(b)

“(b)      Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dana B. Sykes, and Derek R. Redmond, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(l) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partners
Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN TRUST) created by the Agreement, dated 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.
By:   /s/ Alfred M. Rankin, Jr.
      Name: Alfred M. Rankin, Jr.
      Title: Trustee
Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:   /s/ Claiborne R. Rankin
      Name: Claiborne R. Rankin
      Title: Trustee

 

8


Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:   /s/ Roger F. Rankin
      Name: Roger F. Rankin
      Title: Trustee
Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:   /s/ Thomas T. Rankin
      Name: Thomas T. Rankin
      Title: Trustee
Limited Partners
Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN TRUST) created by the Agreement, dated 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.
By:   /s/ Alfred M. Rankin, Jr.
      Name: Alfred M. Rankin, Jr.
      Title: Trustee

 

9


Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:   /s/ Claiborne R. Rankin
      Name: Claiborne R. Rankin
      Title: Trustee
Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:   /s/ Roger F. Rankin
      Name: Roger F. Rankin
      Title: Trustee
Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:   /s/ Thomas T. Rankin
      Name: Thomas T. Rankin
      Title: Trustee

 

10


Trust (referred to herein as the BRUCE T. RANKIN MAIN TRUST) created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin
By:   /s/ Alfred M. Rankin, Jr.
      Name: Alfred M. Rankin, Jr.
      Title: Trustee
Trust (referred to herein as the CLARA R. WILLIAMS MAIN TRUST) created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara R. Williams, creating a trust for the benefit of Clara R. Williams
By:   /s/ Clara R. Williams
      Name: Clara R. Williams
      Title: Trustee
Trust (referred to herein as the HELEN RANKIN BUTLER MAIN TRUST) created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Helen Rankin Butler
By:   /s/ Helen Rankin Butler
      Name: Helen Rankin Butler
      Title: Trustee

 

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2012 Helen R. Butler Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Helen R. Butler and Her Lineal Descendants dated June 22, 2012
By:   /s/ Helen R. Butler
      Name: Helen R. Butler
      Title: Trustee
2012 Clara R. Williams Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Clara R. Williams and Her Lineal Descendants dated June 22, 2012
By:   /s/ Clara R. Williams
      Name: Clara R. Williams
      Title: Trustee
2012 Alison A. Rankin Trust established under the Roger F. Rankin Irrevocable Trust Agreement for the Benefit of Alison A. Rankin and Roger F. Rankin’s Lineal Descendants dated June 22, 2012
By:   /s/ Alison A. Rankin
      Name: Alison A. Rankin
      Title: Trustee
2012 Corbin K. Rankin Trust established under the Thomas T. Rankin Irrevocable Trust Agreement for the Benefit of Corbin K. Rankin and Thomas T. Rankin’s Lineal Descendants dated June 22, 2012
By:   /s/ Corbin K. Rankin
      Name: Corbin K. Rankin
      Title: Trustee

 

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2012 Chloe O. Rankin Trust established under the Claiborne R. Rankin Irrevocable Trust Agreement for the Benefit of Chloe O. Rankin and Claiborne R. Rankin’s Lineal Descendants dated June 22, 2012
By:   /s/ Chloe O. Rankin, Trustee
      Name: Chloe O. Rankin
      Title: Trustee
BTR 2012 GST Trust for Anne F. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Roger F. Rankin’s Lineal Descendants dated December 31, 2012
By:   /s/ Roger F. Rankin
      Name: Roger F. Rankin
      Title: Trustee
BTR 2012 GST Trust for Elisabeth M. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Roger F. Rankin’s Lineal Descendants dated December 31, 2012
By:   /s/ Roger F. Rankin
      Name: Roger F. Rankin
      Title: Trustee
BTR 2012 GST Trust for Chloe R. Seelbach established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012
By:   /s/ Claiborne R. Rankin
      Name: Claiborne R. Rankin
      Title: Trustee

 

13


BTR 2012 GST Trust for Julia R. Kuipers established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012
By:   /s/ Claiborne R. Rankin
      Name: Claiborne R. Rankin
      Title: Trustee
BTR 2012 GST Trust for Claiborne R. Rankin, Jr. established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012
By:   /s/ Claiborne R. Rankin
      Name: Claiborne R. Rankin
      Title: Trustee
BTR 2012 GST Trust for Matthew M. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012
By:   /s/ Thomas T. Rankin
      Name: Thomas T. Rankin
      Title: Trustee

 

14


BTR 2012 GST Trust for James T. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012
By:   /s/ Thomas T. Rankin
      Name: Thomas T. Rankin
      Title: Trustee
BTR 2012 GST Trust for Thomas P. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012
By:   /s/ Thomas T. Rankin
      Name: Thomas T. Rankin
      Title: Trustee
BTR 2012 GST Trust for Clara R. Williams established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Alfred M. Rankin, Jr.’s Lineal Descendants dated December 31, 2012
By:   /s/ Alfred M. Rankin, Jr.
      Name: Alfred M. Rankin, Jr.
      Title: Trustee
BTR 2012 GST Trust for Helen R. Butler established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Alfred M. Rankin, Jr.’s Lineal Descendants dated December 31, 2012
By:   /s/ Alfred M. Rankin, Jr.
      Name: Alfred M. Rankin, Jr.
      Title: Trustee

 

15

Exhibit 19

ADDENDUM TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES IV, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of February 7, 2005, as amended as of March 22, 2006, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates IV, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with


respect to all other interests owned by the Partnership:

Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.5

“1.5    “Authorized Transferee” means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a “Permitted Transferee” of the Transferring Partner under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate, if the Transferring Partner were Transferring HBB Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership in compliance with the provisions of Article IV, Section 3, paragraph 4(a)(i)(G) of the HBB Restated Certificate; and (iii) is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1.”

Section 1.25

“1.25    “Former Partner” means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement.”

Section 1.33

“1.33    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.34

“1.34    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

 

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Section 1.35

“1.35.    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.36

“1.36    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.37

“1.37    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 1.58

“1.58    “Qualified Trust” of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual’s spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual’s spouse payable by reason of the death of such individual or such individual’s spouse; and, provided further that such trust must prohibit (A) the transfer of HBB Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58.”

Section 3.3

“3.3.    Status as a Qualified Trust and “Participating Stockholder”. As of the date hereof, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no

 

3


event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.1(h)

“(h)      the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in HBB Class A Shares; and”.

Section 5.2

 

  “5.2 Management of Partnership Property Consisting of HBB Class A Shares and HBB Class B Shares: Admission of New General Partners.

(a)      The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership shall not Transfer, or convert to HBB Class A Shares, any

 

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HBB Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any HBB Class B Shares unless such Transfer is permitted by Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (ii) shall not Transfer, or convert to HBB Class A Shares, any HBB Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the HBB Stockholders’ Agreement.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than pursuant to a share for share exchange to acquire HBB Class B Shares, without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests.

(d)      Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of the Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership.”

Section 7.4

“7.4    Payment of Interest. Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or HBB Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price.”

Section 8.7

“8.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 shall be paid at the Closing in immediately available United States funds; provided, however:

(a)      If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i)

to the extent that the Partnership elects to pay the Purchase Price in HBB Class A Shares, the Partnership shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the

 

5


  quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average (if necessary the Partnership may, subject to Section 5.2, convert any HBB Class B Shares held by the Partnership to HBB Class A Shares to pay such Purchase Price); and

 

  (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.

(b)      If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i) to the extent that the Partner elects to pay the Purchase Price in HBB Class A Shares, such Partner shall deliver to the Selling Partner such number of HBB Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

 

  (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HBB Class A Shares.”

Section 10.1

“10.1    Dissolution and Termination. The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HBB Class A Shares and HBB Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.2

“10.2    Limitations On In Kind Distributions. Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of HBB Class B Shares held by the Partnership

 

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shall be made unless such distribution by the Partnership is permitted under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate.”

Section 11.1(b)

“(b)      Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dana B. Sykes, and Derek R. Redmond, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(1) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partners
Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN TRUST) created by the Agreement, dated 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.
By:   /s/ Alfred M. Rankin, Jr.
      Name: Alfred M. Rankin, Jr.
      Title: Trustee
Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:   /s/ Claiborne R. Rankin
      Name: Claiborne R. Rankin
      Title: Trustee

 

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Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:   /s/ Roger F. Rankin
      Name: Roger F. Rankin
      Title: Trustee
Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:   /s/ Thomas T. Rankin
      Name: Thomas T. Rankin
      Title: Trustee
Limited Partners
Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN TRUST) created by the Agreement, dated 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.
By:   /s/ Alfred M. Rankin, Jr.
      Name: Alfred M. Rankin, Jr.
      Title: Trustee

 

9


Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:   /s/ Claiborne R. Rankin
      Name: Claiborne R. Rankin
      Title: Trustee
Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:   /s/ Roger F. Rankin
      Name: Roger F. Rankin
      Title: Trustee
Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:   /s/ Thomas T. Rankin
      Name: Thomas T. Rankin
      Title: Trustee

 

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2012 Helen R. Butler Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Helen R. Butler and Her Lineal Descendants dated June 22, 2012
By:   /s/ Helen R. Butler
      Name: Helen R. Butler
      Title: Trustee
2012 Clara R. Williams Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Clara R. Williams and Her Lineal Descendants dated June 22, 2012
By:   /s/ Clara R. Williams
      Name: Clara R. Williams
      Title: Trustee
Trust (referred to herein as the BRUCE T. RANKIN MAIN TRUST) created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin
By:   /s/ Alfred M. Rankin, Jr.
      Name: Alfred M. Rankin, Jr.
      Title: Trustee

 

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