Schedule 13D/A
| CUSIP No. 629579 20 02 | Page 1 of 5 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)1
NACCO Industries, Inc.
(Name of Issuer)
Class B Common Stock, par value $1.00 per share
(Title of Class of Securities)
629579 20 02
(CUSIP Number)
Alfred M. Rankin, Jr.
5875 Landerbrook Drive
Cleveland, Ohio 44124-4017
(216) 449-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2012
(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 § 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
| 1 | 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).
Schedule 13D/A
| CUSIP No. 629579 20 02 | Page 2 of 5 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clara L. T. Rankin | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| 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
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 |
TYPE OF REPORTING PERSON*
IN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Schedule 13D/A
| CUSIP No. 629579 20 02 | Page 3 of 5 Pages |
| 1 |
NAMES 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) x
| |||||
| 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
92,873 | ||||
| 8 | SHARED VOTING POWER
767,099 | |||||
| 9 | SOLE DISPOSITIVE POWER
92,873 | |||||
| 10 | SHARED DISPOSITIVE POWER
767,099 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,972 | |||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.9% | |||||
| 14 |
TYPE OF REPORTING PERSON*
IN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Schedule 13D/A
| CUSIP No. 629579 20 02 | Page 4 of 5 Pages |
This Amendment No. 4 to Schedule 13D (the “Amendment No. 4”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock (“Class B Common”) of NACCO Industries, Inc. (the “Company”) held by Rankin Associations IV, L.P., a Delaware limited partnership (the “Partnership”), that appeared in the Schedule 13D filed by the Reporting Persons on March 8, 2005 (the “Initial Filing”), as amended by Amendment No. 1 filed on February 14, 2006, as amended by Amendment No. 2 filed on February 13, 2009 and as amended by Amendment No. 3 filed on February 16, 2010 (collectively, the “Filings”). This Amendment No. 4 reflects the beneficial ownership of shares of Class B Common by the Reporting Persons. Capitalized items used herein but not defined herein have the meanings assigned to them in the Initial Filing.
| Item 2. | Identity and Background |
The information appearing under the heading “Item 2. Identity and Background,” which appears in the Filings, is hereby amended as follows:
(a) - (c) The seventh paragraph under the heading “Item 2. Identity and Background” which appears in the Filings reporting information with respect to Thomas T. Rankin is hereby deleted and replaced in its entirety as follows:
Thomas T. Rankin. Mr. Rankin’s address is 214 Banbury Rd., Richmond, Virginia 23221. Mr. Rankin is retired.
| Item 5. | Interest in Securities of the Issuer |
The information appearing under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings, is hereby amended as follows:
(a) - (b) The eighth paragraph under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings reporting the beneficial ownership of Class B Common by Clara L. T. Rankin, is hereby deleted and replaced in its entirety as follows:
Clara L. T. Rankin. Mrs. Rankin has no power to vote or dispose of any shares of Class B Common.
| Item 7. | Material to be Filed As Exhibits |
Item 7 of the Filings is hereby amended by adding the following:
Exhibit 5 Joint Filing Agreement.
[Signatures begin on the next page.]
Schedule 13D/A
| CUSIP No. 629579 20 02 | Page 5 of 5 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, 2012
| Name: Rankin Associates IV, L.P. | ||
| By: Main Trust of Alfred M. Rankin, Jr. created under the Agreement, dated as of 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. (successor in interest to the Trust created by the Agreement, dated August 30, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr.), as one of its General Partners | ||
| By: | /s/ Alfred M. Rankin, Jr. | |||
| Alfred M. Rankin, Jr., as Trustee | ||||
| REPORTING INDIVIDUALS | ||||
| By: | /s/ Alfred M. Rankin, Jr. | |||
| Alfred M. Rankin, Jr., on behalf of himself, and as: | ||||
| Attorney-in-Fact for Thomas T. Rankin* | ||||
| Attorney-in-Fact for Claiborne R. Rankin* | ||||
| Attorney-in-Fact for Roger F. Rankin* | ||||
| Attorney-in-Fact for Clara L. T. Rankin* | ||||
| Attorney-in-Fact for Bruce T. Rankin* | ||||
| * | The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 1 of the Initial Filing. |