Page 7 of 13 – SEC Filing
CUSIP No. 449172204 Schedule 13D Page
7
of 13 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The Class B Common held by the Reporting Persons was primarily acquired on September 28, 2012, when NACCO completed the spin-off of the
Issuer to NACCOs stockholders and, subsequently thereto, in market purchases and pursuant to equity awards by the Issuer. 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 Issuers common stock held by NACCO to NACCO
common stockholders as of the record date, 5:00 p.m., Eastern Time, on September 25, 2012. For each share of Class A common stock of NACCO, par value $1.00 per share (the NACCO Class A Common), held on
September 28, 2012, 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),
held on September 28, 2012, NACCO distributed one share of Class B Common and one share of Class A 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 8,389,563 shares of Class A Common and 8,389,563 shares of Class B Common to NACCO stockholders.
Subsequently, the Reporting Persons transferred certain of such Class A Common shares and Class B Common shares to AMR Associates on
December 2, 2016 as capital contributions, pursuant to the AMR Associates Partnership Agreement, in connection with the formation of AMR Associates.
Item 4. Purpose of Transaction.
The
purpose of the formation of AMR Associates and the Reporting Individuals entering into and delivering the AMR Associates Partnership Agreement, and the acquisition by AMR Associates of the Class A Common and Class B Common was to
(a) provide the Reporting Individuals 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) to facilitate the estate planning objectives of the Reporting Individuals.
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 217,394 shares of Class B Common, the aggregate number of shares of Class B Common which
are subject to the terms of the AMR Associates Partnership Agreement, representing 5.54% of the outstanding Class B Common as of December 31, 2016.
AMR Associates, L.P. AMR Associates is made up of the individuals and entities holding limited and general partnership interests
in AMR Associates. AMR Associates may be deemed to be a group as defined under the Act and therefore may be deemed as a group to beneficially own 217,394 shares of Class B Common held by AMR Associates. Although AMR Associates holds the
217,394 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Helen R. Butler and Clara T. Rankin Williams, as trustees and primary beneficiaries of trusts that are General Partners, are deemed to
share the power to vote and dispose of such shares of Class B Common. Collectively, the 217,394 shares of Class B Common beneficially owned by AMR Associates constitute approximately 5.54% of the Class B Common outstanding as of December 31,
2016.
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| CUSIP No. 449172204 | Schedule 13D | Page 7 of 13 Pages |
Item 3. Source and Amount of Funds or Other Consideration.
The Class B Common held by the Reporting Persons was primarily acquired on September 28, 2012, when NACCO completed the spin-off of the
Issuer to NACCOs stockholders and, subsequently thereto, in market purchases and pursuant to equity awards by the Issuer. 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 Issuers common stock held by NACCO to NACCO
common stockholders as of the record date, 5:00 p.m., Eastern Time, on September 25, 2012. For each share of Class A common stock of NACCO, par value $1.00 per share (the NACCO Class A Common), held on
September 28, 2012, 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),
held on September 28, 2012, NACCO distributed one share of Class B Common and one share of Class A 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 8,389,563 shares of Class A Common and 8,389,563 shares of Class B Common to NACCO stockholders.
Subsequently, the Reporting Persons transferred certain of such Class A Common shares and Class B Common shares to AMR Associates on
December 2, 2016 as capital contributions, pursuant to the AMR Associates Partnership Agreement, in connection with the formation of AMR Associates.
Item 4. Purpose of Transaction.
The
purpose of the formation of AMR Associates and the Reporting Individuals entering into and delivering the AMR Associates Partnership Agreement, and the acquisition by AMR Associates of the Class A Common and Class B Common was to
(a) provide the Reporting Individuals 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) to facilitate the estate planning objectives of the Reporting Individuals.
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 217,394 shares of Class B Common, the aggregate number of shares of Class B Common which
are subject to the terms of the AMR Associates Partnership Agreement, representing 5.54% of the outstanding Class B Common as of December 31, 2016.
AMR Associates, L.P. AMR Associates is made up of the individuals and entities holding limited and general partnership interests
in AMR Associates. AMR Associates may be deemed to be a group as defined under the Act and therefore may be deemed as a group to beneficially own 217,394 shares of Class B Common held by AMR Associates. Although AMR Associates holds the
217,394 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Helen R. Butler and Clara T. Rankin Williams, as trustees and primary beneficiaries of trusts that are General Partners, are deemed to
share the power to vote and dispose of such shares of Class B Common. Collectively, the 217,394 shares of Class B Common beneficially owned by AMR Associates constitute approximately 5.54% of the Class B Common outstanding as of December 31,
2016.
