Page 10 of 13 – SEC Filing
CUSIP No. 449172204 Schedule 13D Page
10
of 13 Pages
Under the terms of the Rankin I Partnership Agreement, the partnership may not dispose of
NACCO Class A Common, NACCO Class B Common, Class A Common or Class B Common, or convert NACCO Class B Common or Class B Common into NACCO Class A Common or Class A Common, respectively, without the consent of the General
Partners holding more than 75% of the general partnership interests in the partnership and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in the partnership (Rankin
I Partnership Interests).
The Rankin I Partnership Agreement restricts the transfer of Rankin I Partnership Interests by
the partners and provides the partners and the partnership 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. These transfer restrictions, rights of first refusal and repurchase obligations are more fully set forth in the Rankin I Partnership Agreement.
Rankin Associates IV, L.P.
Under the
terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of February 7, 2005 (the Rankin IV Partnership Agreement), filed as Exhibit 11 hereto and incorporated herein by reference, the
general partners of Rankin IV (the Rankin IV General Partners) share the power to vote the NACCO Class B Common, Class A Common and Class B Common held by the partnership. Further, under such terms, the Rankin IV
General Partners generally exercise such power by a vote of the Rankin IV General Partners holding a majority of the general partnership interests.
Under the terms of the Rankin IV Partnership Agreement, the partnership may not dispose of NACCO Class A Common, NACCO Class B Common,
Class A Common or Class B Common, or convert NACCO Class B Common or Class B Common into NACCO Class A Common or Class A Common, respectively, without the consent of the Rankin IV General Partners holding more than 75% of the general
partnership interests in the partnership and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in the partnership (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 the partnership 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. These transfer restrictions, rights of first refusal and repurchase obligations are more fully set forth in 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, finders 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.
Exhibit 1 Limited Partnership Agreement of AMR Associates, L.P., dated as of October 28, 2016 Exhibit 2 Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended (incorporated by reference to Exhibit 4 of the Schedule 13D, as amended, related to the NACCO Class B Common, initially filed on
February 18, 1998 by Rankin Associates II, L.P. and other persons named therein (Commission File No. 005-38001)) Exhibit 3 Stockholders Agreement, dated as of September 28, 2012, by and among the Issuer and the Participating Stockholders (incorporated by reference to Exhibit 10.4 of the Issuers Current Report on Form 8-K, filed on October 4,
2012 (Commission File No. 000-54799))
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| CUSIP No. 449172204 | Schedule 13D | Page 10 of 13 Pages |
Under the terms of the Rankin I Partnership Agreement, the partnership may not dispose of
NACCO Class A Common, NACCO Class B Common, Class A Common or Class B Common, or convert NACCO Class B Common or Class B Common into NACCO Class A Common or Class A Common, respectively, without the consent of the General
Partners holding more than 75% of the general partnership interests in the partnership and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in the partnership (Rankin
I Partnership Interests).
The Rankin I Partnership Agreement restricts the transfer of Rankin I Partnership Interests by
the partners and provides the partners and the partnership 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. These transfer restrictions, rights of first refusal and repurchase obligations are more fully set forth in the Rankin I Partnership Agreement.
Rankin Associates IV, L.P.
Under the
terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of February 7, 2005 (the Rankin IV Partnership Agreement), filed as Exhibit 11 hereto and incorporated herein by reference, the
general partners of Rankin IV (the Rankin IV General Partners) share the power to vote the NACCO Class B Common, Class A Common and Class B Common held by the partnership. Further, under such terms, the Rankin IV
General Partners generally exercise such power by a vote of the Rankin IV General Partners holding a majority of the general partnership interests.
Under the terms of the Rankin IV Partnership Agreement, the partnership may not dispose of NACCO Class A Common, NACCO Class B Common,
Class A Common or Class B Common, or convert NACCO Class B Common or Class B Common into NACCO Class A Common or Class A Common, respectively, without the consent of the Rankin IV General Partners holding more than 75% of the general
partnership interests in the partnership and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in the partnership (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 the partnership 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. These transfer restrictions, rights of first refusal and repurchase obligations are more fully set forth in 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, finders 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.
| Exhibit 1 | Limited Partnership Agreement of AMR Associates, L.P., dated as of October 28, 2016 | |
| Exhibit 2 | Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended (incorporated by reference to Exhibit 4 of the Schedule 13D, as amended, related to the NACCO Class B Common, initially filed on February 18, 1998 by Rankin Associates II, L.P. and other persons named therein (Commission File No. 005-38001)) | |
| Exhibit 3 | Stockholders Agreement, dated as of September 28, 2012, by and among the Issuer and the Participating Stockholders (incorporated by reference to Exhibit 10.4 of the Issuers Current Report on Form 8-K, filed on October 4, 2012 (Commission File No. 000-54799)) | |
