CUSIP No. 40701T203		Schedule 13D		Page 1 of 36 Pages

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )

 

 

Hamilton Beach Brands Holding Company

(Name of Issuer)

 

 

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

40701T203

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive, Suite 300

Cleveland, Ohio 44124-4017

(440) 449-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 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.  ☐

 

 

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

 

 

 

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

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 40701T203		Schedule 13D		Page 2 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Rankin Associates II, L.P.
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   Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   338,295
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.04%
14		TYPE OF REPORTING PERSON*   PN

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CUSIP No. 40701T203		Schedule 13D		Page 3 of 36 Pages

 

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   359,013
				8		SHARED VOTING POWER   1,290,801
				9		SOLE DISPOSITIVE POWER   359,013
				10		SHARED DISPOSITIVE POWER   1,290,801
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,649,814
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.31%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 4 of 36 Pages

 

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   404,212
				9		SOLE DISPOSITIVE POWER   34,936
				10		SHARED DISPOSITIVE POWER   1,614,878
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,649,814
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.31%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 5 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Helen R. 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   77,289
				8		SHARED VOTING POWER   74,448
				9		SOLE DISPOSITIVE POWER   77,289
				10		SHARED DISPOSITIVE POWER   1,285,114
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,362,403
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.33%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 6 of 36 Pages

 

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   83,769
				8		SHARED VOTING POWER   8,902
				9		SOLE DISPOSITIVE POWER   83,769
				10		SHARED DISPOSITIVE POWER   1,219,568
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,303,337
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.11%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 7 of 36 Pages

 

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   145,965
				8		SHARED VOTING POWER   1,214,288
				9		SOLE DISPOSITIVE POWER   145,965
				10		SHARED DISPOSITIVE POWER   1,214,288
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,360,253
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.29%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 8 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Matthew M. 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   8,988
				8		SHARED VOTING POWER   1,930
				9		SOLE DISPOSITIVE POWER   8,988
				10		SHARED DISPOSITIVE POWER   340,225
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   349,213
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.26%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 9 of 36 Pages

 

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   123,080
				8		SHARED VOTING POWER   1,213,026
				9		SOLE DISPOSITIVE POWER   123,080
				10		SHARED DISPOSITIVE POWER   1,213,026
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,336,106
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.79%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 10 of 36 Pages

 

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   123,080
				9		SOLE DISPOSITIVE POWER   2,360
				10		SHARED DISPOSITIVE POWER   1,333,746
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,336,106
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.79%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 11 of 36 Pages

 

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   193,586
				8		SHARED VOTING POWER   1,223,658
				9		SOLE DISPOSITIVE POWER   193,586
				10		SHARED DISPOSITIVE POWER   1,223,658
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,417,244
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   29.48%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 12 of 36 Pages

 

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   0
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,224,979
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,224,979
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   25.48%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 13 of 36 Pages

 

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   199,965
				9		SOLE DISPOSITIVE POWER   6,613
				10		SHARED DISPOSITIVE POWER   1,410,631
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,417,244
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   29.48%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 14 of 36 Pages

 

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   145,965
				9		SOLE DISPOSITIVE POWER   3,622
				10		SHARED DISPOSITIVE POWER   1,356,631
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,360,253
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.29%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 15 of 36 Pages

 

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   77,289
				9		SOLE DISPOSITIVE POWER   74,448
				10		SHARED DISPOSITIVE POWER   1,287,955
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,362,403
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.33%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 16 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   James 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   15,768
				8		SHARED VOTING POWER   1,771
				9		SOLE DISPOSITIVE POWER   15,768
				10		SHARED DISPOSITIVE POWER   340,066
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   355,834
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.40%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 17 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Claiborne R. 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   5,640
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   5,640
				10		SHARED DISPOSITIVE POWER   338,295
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   343,935
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.15%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 18 of 36 Pages

 

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   8,902
				8		SHARED VOTING POWER   83,769
				9		SOLE DISPOSITIVE POWER   8,902
				10		SHARED DISPOSITIVE POWER   1,294,435
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,303,337
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.11%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 19 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Scott W. Seelbach
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   722
				8		SHARED VOTING POWER   10,568
				9		SOLE DISPOSITIVE POWER   722
				10		SHARED DISPOSITIVE POWER   348,863
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   349,585
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.27%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 20 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Elizabeth B. 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   722
				8		SHARED VOTING POWER   10,196
				9		SOLE DISPOSITIVE POWER   722
				10		SHARED DISPOSITIVE POWER   348,491
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   349,213
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.26%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 21 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Thomas P. 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   8,407
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,407
				10		SHARED DISPOSITIVE POWER   338,295
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   346,702
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.21%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 22 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Julia Rankin Kuipers
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
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   10,399
				8		SHARED VOTING POWER   240
				9		SOLE DISPOSITIVE POWER   10,399
				10		SHARED DISPOSITIVE POWER   338,535
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   348,934
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.26%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 23 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Lynne 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   563
				8		SHARED VOTING POWER   15,768
				9		SOLE DISPOSITIVE POWER   563
				10		SHARED DISPOSITIVE POWER   355,271
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   355,834
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.40%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 24 of 36 Pages

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Chloe R. Seelbach
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   10,568
				8		SHARED VOTING POWER   722
				9		SOLE DISPOSITIVE POWER   10,568
				10		SHARED DISPOSITIVE POWER   339,017
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   349,585
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.27%
14		TYPE OF REPORTING PERSON*   IN

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CUSIP No. 40701T203		Schedule 13D		Page 25 of 36 Pages

 

Part II to Schedule 13D

 

Item 1.

Security and Issuer.

The title and class of equity securities to which this Schedule 13D relates is Class B common stock, par value $0.01 per share (“Class B Common”), of Hamilton Beach Brands Holding Company (the “Issuer”). The address of the principal executive offices of the Issuer is Hamilton Beach Brands Holding Company, 4421 Waterfront Dr., Glen Allen, Virginia 23060.

 

Item 2.

Identity and Background.

(a)—(c) This Schedule 13D is filed on behalf of Rankin Associates II, L.P., a Delaware limited partnership (“Rankin II”), the individuals whose trusts are the stockholders of Rankin Management, Inc. (“RMI”), the general partner of Rankin II (the “General Partner”), and the individuals and entities holding limited partnership interests in Rankin II (such individuals and entities, the “Limited Partners,” and together with the General Partner, the “Partners”) (such stockholders, individuals, entities and Rankin II, collectively, the “Reporting Persons”) who, pursuant to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the “Act”), may be deemed as a group to have acquired beneficial ownership of the Class B Common of the Issuer as a result of becoming signatories to the Limited Partnership Agreement of Rankin II, dated as of February 6, 1988, as amended, among the Partners (the “Rankin II Partnership Agreement”), filed as Exhibits 1, 2 and 3 hereto and incorporated herein by reference.

Although the Reporting Persons are making this joint filing, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists within the meaning of the Act.

The names, and, for purposes of this filing, the business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, as well as the state of organization, principal business, address of the principal business and the address of the principal office, as applicable, for the Reporting Persons are as follows:

Rankin Associates II, L.P. Rankin II is a Delaware limited partnership. Its principal business is to hold, under common management, shares of NACCO Class A Common (as defined below), as well as shares of Class A common stock, par value $0.01 per share (“Class A Common”) and Class B Common, beneficially owned by certain of the Reporting Persons. RMI is the General Partner of Rankin II. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124.

Alfred M. Rankin, Jr. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale Materials Handling, Inc., a Delaware corporation, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO Industries, Inc., a Delaware corporation (“NACCO”), at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

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

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.

Clara T. Rankin Williams. Ms. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. She is a jewelry designer.

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

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

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CUSIP No. 40701T203		Schedule 13D		Page 26 of 36 Pages

 

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

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

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

Bruce T. Rankin. Mr. Rankin’s resident address is 131 Southwyck Drive, Chagrin Falls, Ohio 44022. He is not employed.

Alison A. Rankin. Ms. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is an interior designer.

Corbin K. Rankin. Ms. Rankin’s resident address is 214 Banbury Road, Richmond, Virginia 23221. She is not employed.

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 NACCO and The North American Coal Corporation.

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.

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.

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.

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

Elizabeth B. Rankin. Mrs. Rankin’s resident address is 2011 St. Andrews Road, Greensboro, North Carolina 27408. She is not employed.

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

Julia Rankin Kuipers. Ms. Kuipers’ resident address is 11 Sargent Road, Winchester, MA 01890. She is not employed.

Lynne T. Rankin. Mrs. Rankin’s address is 2291 Woodward Way NW, Atlanta, Georgia 30305. She is not employed.

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

(d) None of the persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the persons identified in this Item 2 has, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities with respect to, federal or state securities laws or a finding of any violations with respect to such laws.

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CUSIP No. 40701T203		Schedule 13D		Page 27 of 36 Pages

 

(f) All of the individuals identified in this Item 2 are citizens of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration.

The shares of Class B Common held by the Reporting Persons were acquired on September 29, 2017 when NACCO completed the spin-off of the Issuer to NACCO’s stockholders (the “Spin-off”). Immediately following the Spin-off, the Issuer became an independent public company.

To effect the Spin-off, NACCO made a distribution of all of the outstanding shares of the Issuer’s common stock held by NACCO to NACCO common stockholders as of the record date, which was the close of business on September 26, 2017. For each share of Class A common stock of NACCO, par value $1.00 per share (the “NACCO Class A Common”), held on September 26, 2017, NACCO distributed one share of Class A Common and one share of Class B Common. Similarly, for each share of Class B common stock of NACCO, par value $1.00 per share (the “NACCO Class B Common,” and together with the NACCO Class A Common, the “NACCO Common”), held on September 26, 2017, NACCO distributed one share of Class A Common and one share of Class B Common.

NACCO stockholders were not required to pay for shares of Class A Common or Class B Common received in the Spin-off, or to surrender or exchange shares of NACCO Class A Common or NACCO Class B Common or take any other action to receive the Class A Common or Class B Common.

Immediately after the Spin-off, holders of NACCO Class A Common and NACCO Class B Common held all of the outstanding shares of the Class A Common and Class B Common. In connection with the Spin-off, NACCO distributed 6,836,716 shares of Class A Common and 6,836,716 shares of Class B Common to NACCO stockholders.

 

Item 4.

Purpose of Transaction.

The purpose of the formation of Rankin II and the Partners entering into and delivering the Rankin II Partnership Agreement, and the acquisition by Rankin II of the securities that it held prior to the Spin-off, including shares of NACCO Common, was to (a) provide the Reporting Persons with a mechanism for consolidating the management of their holdings, including shares of NACCO Common, in a manner that would allow coordinated family management of such securities and (b) facilitate the estate planning objectives of the Reporting Persons. As a result of the Spin-off, Rankin II holds Class A Common and Class B Common. Rankin II also (a) provides the Reporting Persons with a mechanism for consolidating the management of their holdings of Class A Common and Class B Common in a manner that would allow coordinated family management of such Class A Common and Class B Common and (b) facilitates the estate planning objectives of the Reporting Persons.

 

Item 5.

Interest in Securities of the Issuer.

(a)—(b) Although each Reporting Person disclaims beneficial ownership of any shares of Class B Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 338,295 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Rankin II Partnership Agreement, representing 7.04% of the outstanding Class B Common as of December 31, 2017.

Rankin Associates II, L.P. Rankin II may be deemed to beneficially own 338,295 shares of Class B Common held by Rankin II. Although Rankin II holds the 338,295 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. The General Partner has the sole power to vote such shares and shares the power to dispose of such shares with the other Partners. The General Partner 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 the General Partner. Under the terms of the Rankin II Partnership Agreement, Rankin II may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the General Partner and the approval of the holders of more than 75% of all of the partnership interests of Rankin II. Collectively, the 338,295 shares of Class B Common beneficially owned by Rankin II constitute approximately 7.04% of the Class B Common outstanding as of December 31, 2017.

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CUSIP No. 40701T203		Schedule 13D		Page 28 of 36 Pages

 

Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 359,013 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin Associates I, L.P. (“Rankin I”) with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin Associates IV, L.P. (“Rankin IV”) with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV, (c) as trustee and beneficiary of certain trusts, shares the power to vote the 338,295 shares of Class B Common held by Rankin II with the General Partner and shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the other Partners, (d) shares with his mother (Clara L.T. Rankin) the power to vote and dispose of 9,600 shares of Class B Common pursuant to an agreement with his mother, creating a trust for the benefit of her grandchildren, (e) shares with PNC Bank, N.A. the power to vote and dispose of 21,286 shares of Class B Common held by the A.M. Rankin Sr. GST Trusts for the benefit of Alfred M. Rankin, Sr.’s grandchildren, (f) is deemed to share with his spouse (Victoire G. Rankin) the power to vote and dispose of 34,936 shares of Class B Common owned by his spouse and (g) shares with his brother (Bruce T. Rankin) the power to dispose of 14,313 shares of Class B Common held in trust for the benefit of that brother. Collectively, the 1,649,814 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 34.31% of the Class B Common outstanding as of December 31, 2017.

Victoire G. Rankin. Ms. Rankin has the sole power to vote and to dispose of 34,936 shares of Class B Common. Ms. Rankin is deemed to share the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Rankin is deemed to share with her spouse (Alfred M. Rankin, Jr.) the power to vote and dispose of (a) 359,013 shares of Class B Common owned by her spouse, (b) 9,600 shares of Class B Common pursuant to an agreement with Clara L.T. Rankin, creating a trust for the benefit of Clara L.T. Rankin’s grandchildren, because her spouse is a co-trustee of such trust, (c) 21,286 shares of Class B Common held by the A.M. Rankin Sr. GST Trusts for the benefit of Alfred M. Rankin, Sr.’s grandchildren because her spouse is trustee of such trusts and (d) 14,313 shares of Class B Common held in trust for the benefit of Bruce T. Rankin because her spouse is trustee of such trust. Collectively, the 1,649,814 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 34.31% of the Class B Common outstanding as of December 31, 2017.

Helen R. Butler. Ms. Butler has the sole power to vote and dispose of 77,289 shares of Class B Common. Ms. Butler shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Butler (a) is deemed to share with her spouse (John C. Butler, Jr.) the power to vote and dispose of 66,438 shares of Class B Common held by her spouse and (b) 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 B Common held in a trust for the benefit of her daughter (Clara R. Butler) and (ii) 3,927 shares of Class B Common held in a trust for the benefit of her son (Griffin B. Butler). Collectively, the 1,362,403 shares of Class B Common beneficially owned by Ms. Butler constitute approximately 28.33% of the Class B Common outstanding as of December 31, 2017.

Clara T. Rankin Williams. Ms. Williams has the sole power to vote and dispose of 83,769 shares of Class B Common held in trust. Ms. Williams shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Williams is deemed to share with her spouse (David B. Williams) the power to vote and dispose of 8,902 shares of Class B Common owned by her spouse. Collectively, the 1,303,337 shares of Class B Common beneficially owned by Ms. Williams constitute approximately 27.11% of the Class B Common outstanding as of December 31, 2017.

Thomas T. Rankin. Mr. Rankin has the sole power to vote and dispose of 145,965 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B

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CUSIP No. 40701T203		Schedule 13D		Page 29 of 36 Pages

 

Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV, (c) as trustee and beneficiary of certain trusts, shares the power to vote the 338,295 shares of Class B Common held by Rankin II with the General Partner and shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the other Partners and (d) is deemed to share with his spouse (Corbin K. Rankin) the power to vote and dispose of 3,622 shares of Class B Common owned by his spouse. Collectively, the 1,360,253 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 28.29% of the Class B Common outstanding as of December 31, 2017.

Matthew M. Rankin. Mr. Rankin has the sole power to vote and dispose of 8,988 shares of Class B Common. Mr. Rankin is deemed to share the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Mr. Rankin (a) shares with his brother (James T. Rankin) the power to vote and dispose of 645 shares of Class B Common held in a trust for the benefit of his daughter (Mary M. Rankin) because Mr. Rankin is co-trustee of the trust, (b) shares with his brother (James T. Rankin) the power to vote and dispose of 563 shares of Class B Common held in a trust for the benefit of his son (William A. Rankin) because Mr. Rankin is co-trustee of the trust and (c) is deemed to share with his spouse (Elizabeth B. Rankin) the power to vote and dispose of 722 shares of Class B Common owned by his spouse. Collectively, the 349,213 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 7.26% of the Class B Common outstanding as of December 31, 2017.

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 123,080 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV, (c) as trustee and beneficiary of certain trusts, shares the power to vote the 338,295 shares of Class B Common held by Rankin II with the General Partner and shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the other Partners and (d) is deemed to share with his spouse (Chloe O. Rankin) the power to vote and dispose of 2,360 shares of Class B Common owned by his spouse. Collectively, the 1,336,106 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 27.79% of the Class B Common outstanding as of December 31, 2017.

Chloe O. Rankin. Ms. Rankin has the sole power to vote and dispose of 2,360 shares of Class B Common held in a trust for her benefit. Ms. Rankin shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Rankin is deemed to share with her spouse (Claiborne R. Rankin) the power to vote and dispose of 123,080 shares of Class B Common owned by her spouse. Collectively, the 1,336,106 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 27.79% of the Class B Common outstanding as of December 31, 2017.

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 193,586 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV, (c) as trustee and beneficiary of certain trusts, shares the power to vote the 338,295 shares of Class B Common held by Rankin II with the General Partner and shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the other Partners, (d) is deemed to share with his spouse (Alison A. Rankin) the power to vote

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CUSIP No. 40701T203		Schedule 13D		Page 30 of 36 Pages

 

and dispose of 6,613 shares of Class B Common owned by his spouse and (e) is deemed to share with his spouse (Alison A. Rankin) the power to vote and dispose of 4,133 shares of Class B Common held in trust for his daughter (A. Farnham Rankin) and 2,246 shares of Class B Common held in trust for another daughter (Elisabeth M. Rankin) for which his spouse is trustee. Collectively, the 1,417,244 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 29.48% of the Class B Common outstanding as of December 31, 2017.

Bruce T. Rankin. Mr. Rankin (a) as primary beneficiary of the Bruce T. Rankin Trust, which is a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and the other limited partners of Rankin I, (b) as primary beneficiary of the Bruce T. Rankin Trust, which is a limited partner of Rankin IV, shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the general partners and the other limited partners of Rankin IV, (c) as primary beneficiary of the Bruce T. Rankin Trust, which is a Limited Partner, shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners and (d) is deemed to share with his brother (Alfred M. Rankin, Jr.) the power to dispose of 14,313 shares of Class B Common held by a trust created for his benefit and for which his brother is the trustee. Collectively, the 1,224,979 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 25.48% of the Class B Common outstanding as of December 31, 2017.

Alison A. Rankin. Ms. Rankin has the sole power to vote and dispose of 6,613 shares of Class B Common held in trusts for her benefit. Ms. Rankin shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Rankin is deemed to share with her spouse (Roger F. Rankin) the power to vote and dispose (a) 193,586 shares of Class B Common owned by her spouse, (b) 4,133 shares of Class B Common held in trust for her daughter (A. Farnham Rankin) and (c) 2,246 shares of Class B Common held in trust for another daughter (Elisabeth M. Rankin) for which Ms. Rankin is trustee. Collectively, the 1,417,244 shares of Class B Common beneficially owned by Alison A. Rankin constitute approximately 29.48% of the Class B Common outstanding as of December 31, 2017.

Corbin K. Rankin. Ms. Rankin has the sole power to vote and dispose of 3,622 shares of Class B Common. Ms. Rankin shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Rankin is deemed to share with her spouse (Thomas T. Rankin) the power to vote and dispose 145,965 shares of Class B Common owned by her spouse. Collectively, the 1,360,253 shares of Class B Common beneficially owned by Corbin K. Rankin, constitute approximately 28.29% of the Class B Common outstanding as of December 31, 2017.

John C. Butler, Jr. Mr. Butler has the sole power to vote and dispose of 74,448 shares of Class B Common. Mr. Butler has the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Mr. Butler is deemed to share with his spouse (Helen R. Butler) the power to vote and dispose 77,289 shares of Class B Common owned by his spouse. Collectively, the 1,362,403 shares of Class B Common beneficially owned by Mr. Butler constitute approximately 28.33% of the Class B Common outstanding as of December 31, 2017.

James T. Rankin. Mr. Rankin has the sole power to vote and dispose of 15,768 shares of Class B Common. Mr. Rankin shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Mr. Rankin is deemed to share with his spouse (Lynne T. Rankin) the power to vote and dispose of 563 shares of Class B Common owned by his spouse. Mr. Rankin (a) shares with his brother (Matthew M. Rankin) the power to vote and dispose of 645 shares of Class B Common held in a trust for the benefit of his daughter (Mary M. Rankin) because Mr. Rankin is co-trustee of the trust and (b) shares with his brother (Matthew M. Rankin) the power to vote and dispose of 563 shares of Class B Common held in a trust for the benefit of his son (William A. Rankin) because Mr. Rankin is co-trustee of the trust. Collectively, the 355,834 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 7.40% of the Class B Common outstanding as of December 31, 2017.

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CUSIP No. 40701T203		Schedule 13D		Page 31 of 36 Pages

 

Claiborne R. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 5,640 shares of Class B Common. Mr. Rankin shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Collectively, the 343,935 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 7.15% of the Class B Common outstanding as of December 31, 2017.

David B. Williams. Mr. Williams has the sole power to vote and dispose of 8,902 shares of Class B Common. Mr. Williams is deemed to share the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Mr. Williams is deemed to share with his spouse (Clara T. Rankin Williams) (a) the power to vote and dispose 77,289 shares of Class B Common beneficially owned by his spouse and (b) the power to vote and dispose (i) 3,927 shares of Class Common B, held in a trust for his daughter (Margo Jamison Victoire Williams), for which his spouse is the trustee and (ii) 2,553 shares of Class B Common, held in a trust for his daughter (Helen Charles Williams), for which his spouse is the trustee. Collectively, the 1,303,337 shares of Class B Common beneficially owned by Mr. Williams constitute approximately 27.11% of the Class B Common outstanding as of December 31, 2017.

Scott W. Seelbach. Mr. Seelbach has the sole power to vote and dispose of 722 shares of Class Common B. Mr. Seelbach is deemed to share the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Mr. Seelbach is deemed to share with his spouse (Chloe R. Seelbach) the power to vote and dispose of 10,568 shares of Class B Common owned by his spouse. Collectively, the 349,585 shares of Class B Common beneficially owned by Mr. Seelbach constitute approximately 7.27% of the Class B Common outstanding as of December 31, 2017.

Elizabeth B. Rankin. Ms. Rankin has the sole power to vote and dispose of 722 shares of Class B Common. Ms. Rankin is deemed to share the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Rankin is deemed to share with her spouse (Matthew M. Rankin) the power to vote and dispose of 10,196 shares of Class B Common owned by her spouse. Collectively, the 349,213 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 7.26% of the Class B Common outstanding as of December 31, 2017.

Thomas P. Rankin. Mr. Rankin has the sole power to vote and dispose of 8,407 shares of Class B Common. Mr. Rankin shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Collectively, the 346,702 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 7.21% of the Class B Common outstanding as of December 31, 2017.

Julia Rankin Kuipers. Ms. Kuipers has the sole power to vote and dispose of 10,399 shares of Class B Common. Ms. Kuipers shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Kuipers is deemed to share with her spouse (Jacob A. Kuipers) the power to vote and dispose of 240 shares of Class B Common owned by her spouse. Collectively, the 348,934 shares of Class B Common beneficially owned by Ms. Kuipers constitute approximately 7.26% of the Class B Common outstanding as of December 31, 2017.

Lynne T. Rankin. Ms. Rankin has the sole power to vote and dispose of 563 shares of Class B Common. Ms. Rankin shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Rankin is deemed to share with her spouse (James T. Rankin) (a) the power to vote and dispose of 15,768 shares of Class B Common owned by her spouse, (b) the power to dispose of 645 shares of Class B Common held in a trust for the benefit of her daughter (Mary M. Rankin) because her spouse is co-trustee of the trust and (c) the power to dispose of 563 shares of Class B Common held in a trust for the benefit of her son (William A. Rankin) because her spouse is co-trustee of the trust. Collectively, the 355,834 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 7.40% of the Class B Common outstanding as of December 31, 2017.

Chloe R. Seelbach. Ms. Seelbach has the sole power to vote and dispose of 10,568 shares of Class B Common. Ms. Seelbach is deemed to share the power to dispose of 338,295 shares of Class B Common held by Rankin II with the General Partner and other Limited Partners. Ms. Seelbach is deemed to share with her spouse (Scott W. Seelbach)

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CUSIP No. 40701T203		Schedule 13D		Page 32 of 36 Pages

 

the power to vote and dispose of 722 shares of Class B Common owned by her spouse. Collectively, the 349,585 shares of Class B Common beneficially owned by Ms. Seelbach constitute approximately 7.27% of the Class B Common outstanding as of December 31, 2017.

 

Item 6.

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

Rankin Associates II, L.P.

Under the terms of the Rankin II Partnership Agreement, filed as Exhibit 1 hereto and incorporated herein by reference, as amended by that certain Amendment No. 1 to Limited Partnership Agreement of Rankin II, dated as of December 26, 2001, filed as Exhibit 2 hereto and incorporated herein by reference, as amended by that certain Amendment No. 2 to Limited Partnership Agreement of Rankin II, dated as of December 17, 2002, filed as Exhibit 3 hereto and incorporated herein by reference, as amended by that certain Addendum to the Limited Partnership Agreement, dated as of October 28, 2016, filed as Exhibit 4 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 5 hereto and incorporated herein by reference, 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. The General Partner 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 the General Partner. The General Partner shares the power to dispose of the Class A Common and Class B Common held by Rankin II with the other Partners. 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 the General Partner 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.

Stockholders’ Agreement

The Stockholders’ Agreement, dated as of September 29, 2017, among the signatories thereto and the Issuer (the “Stockholders’ Agreement”), filed as Exhibit 6 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 Issuer, 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 Issuer shall have an additional three business days to decide whether or not to purchase the remaining shares. The Issuer, however, is under no obligation to purchase any such shares.

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CUSIP No. 40701T203		Schedule 13D		Page 33 of 36 Pages

 

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.

Transfer Restriction Agreement

Under the terms of the Transfer Restriction Agreement, dated as of September 29, 2017 (the “TRA”), filed as Exhibit 7 hereto and incorporated herein by reference, the Issuer, NACCO, and certain signatories thereto have agreed to certain restrictions on transactions involving securities of the Issuer or NACCO. Absent a ruling from the Internal Revenue Service (“IRS”), an unqualified tax opinion from approved counsel, or approval by the Issuer as the administrator of the TRA, the TRA prohibits members of NACCO’s extended founding family, for a two-year period following the Spin-off, from (a) acquiring any stock of either NACCO or the Issuer (other than acquisitions of stock pursuant to an equity compensation plan of either NACCO or the Issuer) 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 Issuer voting power will be converted to a 35-percent limitation if NACCO or the Issuer 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.

Rankin Associates I, L.P.

Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin I, dated as of March 27, 2002 (as amended, the “Rankin I Partnership Agreement”), filed as Exhibit 8 hereto and incorporated herein by reference, as amended by that certain Written Consent of General Partners of Rankin I, dated as of December 31, 2012, filed as Exhibit 9 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 10 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 11 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”).

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CUSIP No. 40701T203		Schedule 13D		Page 34 of 36 Pages

 

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.

Rankin Associates IV, L.P.

Under the terms of the Amended and Restated Rankin IV Partnership Agreement, dated as of February 7, 2005 (as amended, the “Rankin IV Partnership Agreement”), filed as Exhibit 12 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 13 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 14 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Amended and Restated Limited Partnership Agreement, dated as of December 12, 2017, filed as Exhibit 15 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.

Except as set forth above in this Schedule 13D or the exhibits hereto, none of the persons named in response to Item 2 hereof have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to be Filed as Exhibits.

 

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[Signatures begin on the next page.]

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

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CUSIP No. 40701T203		Schedule 13D		Page 36 of 36 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2018

 

 

*	The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 13.

Exhibit 4

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

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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

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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.”

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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/s/ David B. Williams

David B. Williams

 

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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

 

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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

 

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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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/s/ Corbin K. Rankin

Corbin K. Rankin

 

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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

 

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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

 

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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

 

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/s/ Elizabeth B. Rankin

Elizabeth B. Rankin

 

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/s/ James T. Rankin

James T. Rankin

 

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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

 

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/s/ Lynne Turman Rankin

Lynne Turman Rankin

 

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/s/ James T. Rankin

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

 

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/s/ Thomas Parker Rankin

Thomas Parker Rankin

 

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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

 

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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 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

 

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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

 

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/s/ Scott Seelbach

Scott Seelbach

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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 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 5

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:

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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

 

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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

 

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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

 

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(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

 

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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]

 

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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

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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

 

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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

 

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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

 

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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

 

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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

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/s/ David B. Williams

David B. Williams

 

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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

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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

 

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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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/s/ Corbin K. Rankin

Corbin K. Rankin

 

18

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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

 

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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

 

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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

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/s/ Elizabeth B. Rankin

Elizabeth B. Rankin

 

22

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/s/ James T. Rankin

James T. Rankin

 

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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

 

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/s/ Lynne Turman Rankin

Lynne Turman Rankin

 

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/s/ James T. Rankin

James T. Rankin, as custodian for minor

Margaret Pollard Rankin

 

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/s/ Thomas Parker Rankin

Thomas Parker Rankin

 

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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

 

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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 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

 

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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

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/s/ Scott Seelbach

Scott Seelbach

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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

 

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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 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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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

 

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Vested Trust for Margaret Pollard Rankin under agreement dated

December 4, 2015

 

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

 

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

December 4, 2015

 

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

 

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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

 

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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 11

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

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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

 

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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

 

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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.

 

 

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15

Exhibit 15

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

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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

 

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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

 

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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.

 

 

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Exhibit 16

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of the undersigned.

Date: February 14, 2018

 

 

*	The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 13.