Page 8 of 13 – SEC Filing
CUSIP No. 449172204 Schedule 13D Page
8
of 13 Pages
Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 29,759
shares of Class B Common, shares the power to vote 1,487,360 shares of Class B Common and shares the power to dispose of 1,704,754 shares of Class B Common. Collectively, the 1,734,513 shares of Class B Common beneficially owned by Mr. Rankin
constitute approximately 44.20% of the Class B Common outstanding as of December 31, 2016.
Clara T. Rankin Williams.
Ms. Williams has the sole power to vote and dispose of 64,266 shares of Class B Common, shares the power to vote 217,394 shares of Class B Common and shares the power to dispose of 1,654,447 shares of Class B Common. Collectively, the 1,718,713
shares of Class B Common beneficially owned by Ms. Williams constitute approximately 43.84% of the Class B Common outstanding as of December 31, 2016.
Helen R. Butler. Ms. Butler has the sole power to vote and dispose of 58,586 shares of Class B Common, shares the power to vote
217,394 shares of Class B Common and shares the power to dispose of 1,679,387 shares of Class B Common. Collectively, the 1,737,973 shares of Class B Common beneficially owned by Ms. Butler constitute approximately 44.33% of the Class B Common
outstanding as of December 31, 2016.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
AMR Associates, L.P.
Under the terms of the AMR Associates Partnership Agreement filed as Exhibit 1 hereto and incorporated herein by reference, the General
Partners have the power to vote the Class A Common and Class B Common held by the partnership. Further, under such terms, the General Partners generally exercise such power by a vote of the General Partners holding a majority of the general
partnership interests.
Under the terms of the AMR Associates Partnership Agreement, the partnership 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 and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in
the partnership (AMR Associates Partnership Interests).
The AMR Associates Partnership Agreement restricts the
transfer of AMR Associates Partnership Interests by the partners and provides the partners and the partnership with a right of first refusal to acquire AMR Associates Partnership Interests that a partner desires to sell and a repurchase obligation
to compel the sale of AMR Associates 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 AMR Associates Partnership
Agreement.
Rankin Associates II, L.P.
Under the terms of the Limited Partnership Agreement of Rankin Associates II, L.P. (Rankin II), dated as of
February 6, 1998 (the Rankin II Partnership Agreement), filed as Exhibit 2 hereto and incorporated herein by reference, Rankin Management, Inc. (RMI) has the power to vote the NACCO
Class A Common, NACCO Class B Common, Class A Common and Class B Common held by the partnership.
Under the terms of the Rankin
II 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 RMI and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in the partnership (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 the partnership 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. These transfer restrictions, rights of first refusal and repurchase obligations are more fully set forth in the Rankin II Partnership Agreement.
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| CUSIP No. 449172204 | Schedule 13D | Page 8 of 13 Pages |
Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 29,759
shares of Class B Common, shares the power to vote 1,487,360 shares of Class B Common and shares the power to dispose of 1,704,754 shares of Class B Common. Collectively, the 1,734,513 shares of Class B Common beneficially owned by Mr. Rankin
constitute approximately 44.20% of the Class B Common outstanding as of December 31, 2016.
Clara T. Rankin Williams.
Ms. Williams has the sole power to vote and dispose of 64,266 shares of Class B Common, shares the power to vote 217,394 shares of Class B Common and shares the power to dispose of 1,654,447 shares of Class B Common. Collectively, the 1,718,713
shares of Class B Common beneficially owned by Ms. Williams constitute approximately 43.84% of the Class B Common outstanding as of December 31, 2016.
Helen R. Butler. Ms. Butler has the sole power to vote and dispose of 58,586 shares of Class B Common, shares the power to vote
217,394 shares of Class B Common and shares the power to dispose of 1,679,387 shares of Class B Common. Collectively, the 1,737,973 shares of Class B Common beneficially owned by Ms. Butler constitute approximately 44.33% of the Class B Common
outstanding as of December 31, 2016.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
AMR Associates, L.P.
Under the terms of the AMR Associates Partnership Agreement filed as Exhibit 1 hereto and incorporated herein by reference, the General
Partners have the power to vote the Class A Common and Class B Common held by the partnership. Further, under such terms, the General Partners generally exercise such power by a vote of the General Partners holding a majority of the general
partnership interests.
Under the terms of the AMR Associates Partnership Agreement, the partnership 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 and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in
the partnership (AMR Associates Partnership Interests).
The AMR Associates Partnership Agreement restricts the
transfer of AMR Associates Partnership Interests by the partners and provides the partners and the partnership with a right of first refusal to acquire AMR Associates Partnership Interests that a partner desires to sell and a repurchase obligation
to compel the sale of AMR Associates 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 AMR Associates Partnership
Agreement.
Rankin Associates II, L.P.
Under the terms of the Limited Partnership Agreement of Rankin Associates II, L.P. (Rankin II), dated as of
February 6, 1998 (the Rankin II Partnership Agreement), filed as Exhibit 2 hereto and incorporated herein by reference, Rankin Management, Inc. (RMI) has the power to vote the NACCO
Class A Common, NACCO Class B Common, Class A Common and Class B Common held by the partnership.
Under the terms of the Rankin
II 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 RMI and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in the partnership (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 the partnership 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. These transfer restrictions, rights of first refusal and repurchase obligations are more fully set forth in the Rankin II Partnership Agreement.
