SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Hyster-Yale Materials Handling, Inc.

(Name of Issuer)

 

 

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

449172204

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive Cleveland, Ohio 44124-4017

(440) 449-9600

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

February 2014

(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).

(Continued on following pages)

 

 

 


Schedule 13D

 

CUSIP No. 449172204   Page 2 of 11 Pages

 

  1   

NAMES 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)  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 ITEM2(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

 

273,043

     8   

SHARED VOTING POWER

 

1,411,442

     9   

SOLE DISPOSITIVE POWER

 

273,043

   10   

SHARED DISPOSITIVE POWER

 

1,411,442

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,684,485

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

41.9%

14  

TYPE OF REPORTING PERSON*

 

IN


Schedule 13D

 

CUSIP No. 449172204   Page 3 of 11 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 ITEM2(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

 

145,919

     8   

SHARED VOTING POWER

 

1,356,412

     9   

SOLE DISPOSITIVE POWER

 

145,919

   10   

SHARED DISPOSITIVE POWER

 

1,356,412

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,502,331

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

37.3%

14  

TYPE OF REPORTING PERSON*

 

IN


Schedule 13D

 

CUSIP No. 449172204   Page 4 of 11 Pages

 

  1   

NAMES 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)  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 ITEM2(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

 

123,760

     8   

SHARED VOTING POWER

 

1,362,363

     9   

SOLE DISPOSITIVE POWER

 

123,760

   10   

SHARED DISPOSITIVE POWER

 

1,362,363

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,486,123

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

36.9%

14  

TYPE OF REPORTING PERSON*

 

IN


Schedule 13D

 

CUSIP No. 449172204   Page 5 of 11 Pages

 

  1   

NAMES 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)  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 ITEM2(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

 

193,760

     8   

SHARED VOTING POWER

 

1,353,393

     9   

SOLE DISPOSITIVE POWER

 

193,760

   10   

SHARED DISPOSITIVE POWER

 

1,353,393

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,547,153

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.4%

14  

TYPE OF REPORTING PERSON*

 

IN


Schedule 13D

 

CUSIP No. 449172204   Page 6 of 11 Pages

 

  1   

NAMES 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)  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 ITEM2(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

 

747

     8   

SHARED VOTING POWER

 

1,344,281

     9   

SOLE DISPOSITIVE POWER

 

747

   10   

SHARED DISPOSITIVE POWER

 

1,344,281

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,345,028

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.4%

14  

TYPE OF REPORTING PERSON*

 

IN


Schedule 13D

 

CUSIP No. 449172204   Page 7 of 11 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Helen R. Butler (f/k/a Helen P. 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 ITEM2(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

 

45,641

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

45,641

   10   

SHARED DISPOSITIVE POWER

 

1,368,692

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,414,333

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.1%

14  

TYPE OF REPORTING PERSON*

 

IN


Schedule 13D

 

CUSIP No. 449172204   Page 8 of 11 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Clara T. Rankin Williams (f/k/a Clara 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 ITEM2(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

 

48,460

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

48,460

   10   

SHARED DISPOSITIVE POWER

 

1,346,613

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,395,073

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.7%

14  

TYPE OF REPORTING PERSON*

 

IN


 

Schedule 13D

 

 
CUSIP No. 449172204     Page 9 of 11 Pages

 

Part II to Schedule 13D

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) 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 Hyster-Yale Materials Handling, Inc. (the “Issuer”) held by Rankin Associates IV, L.P., a Delaware limited partnership (the “Partnership”), that appeared in the Schedule 13D filed by the Reporting Persons on February 14, 2013 (the “Initial Filing”). This Amendment No. 1 (a) updates certain information with respect to certain Reporting Persons under the Initial Filing and (b) reflects the acquisition and/or disposition of shares of Class B Common by certain Reporting Persons. Capitalized items used herein but not defined herein have the meanings assigned to them in the Initial Filing.

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 400,000 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Rankin IV Partnership Agreement, representing 9.9% of the outstanding Class B Common as of December 31, 2013.

The statements under the heading Alfred M. Rankin Jr., which appear in the Initial Filing, are hereby deleted and replaced in their entirety by the following:

Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 273,043 shares of Class B Common and shares the power to vote and dispose of 1,411,442 shares of Class B Common. Collectively, the 1,684,485 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 41.9% of the Class B Common outstanding as of December 31, 2013.

The statements under the heading Thomas T. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in their entirety by the following:

Thomas T. Rankin. Mr. Rankin has the sole power to vote and dispose of 145,919 shares of Class B Common and shares the power to vote and dispose of 1,356,412 shares of Class B Common. Collectively, the 1,502,331 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 37.3% of the Class B Common outstanding as of December 31, 2013.

The statements under the heading Claiborne R. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in their entirety by the following:

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 123,760 shares of Class B Common and shares the power to vote and dispose of 1,362,363 shares of Class B Common. Collectively, the 1,486,123 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 36.9% of the Class B Common outstanding as of December 31, 2013.

The statements under the heading Roger F. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in their entirety by the following:

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 193,760 shares of Class B Common and shares the power to vote and dispose of 1,353,393 shares of Class B Common. Collectively, the 1,547,153 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 38.4% of the Class B Common outstanding as of December 31, 2013.

The statements under the heading Bruce T. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in their entirety by the following:

Bruce T. Rankin. Mr. Rankin has the sole power to vote and dispose of 747 shares of Class B Common and shares the power to dispose of 1,344,281 shares of Class B Common. Collectively, the 1,345,028 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 33.4% of the Class B Common outstanding as of December 31, 2013.


 

Schedule 13D

 

 
CUSIP No. 449172204     Page 10 of 11 Pages

 

The statements under the heading Helen R. Butler, which appear in the Initial Filing, are hereby deleted and replaced in their entirety by the following:

Helen R. Butler. Ms. Butler has the sole power to vote and dispose of 45,641 shares of Class B Common and shares the power to dispose of 1,368,692 shares of Class B Common. Collectively, the 1,414,333 shares of Class B Common beneficially owned by Ms. Butler constitute approximately 35.1% of the Class B Common outstanding as of December 31, 2013.

The statements under the heading Clara T. Rankin Williams, which appear in the Initial Filing, are hereby deleted and replaced in their entirety by the following:

Clara T. Rankin Williams. Ms. Williams has the sole power to vote and dispose of 48,460 shares of Class B Common and shares the power to dispose of 1,346,613 shares of Class B Common. Collectively, the 1,395,073 shares of Class B Common beneficially owned by Ms. Williams constitute approximately 34.7% of the Class B Common outstanding as of December 31, 2013.

[Signatures begin on the next page.]

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


 

Schedule 13D

 

 
CUSIP No. 449172204     Page 11 of 11 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, 2014

 

Name: Rankin Associates IV, L.P.
By:   Main Trust of Alfred M. Rankin 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.
REPORTING PERSONS
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*

Attorney-in-Fact for Helen R. Butler*

Attorney-in-Fact for Clara T. Rankin Williams*

 

* 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 to the Schedule 13D, filed February 14, 2013.