| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NACCO INDUSTRIES INC [ NC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Class A Common Stock | 1,375 | I | By Trust-Child 2(3) | ||||||||||||
| Class A Common Stock | 3,973 | I | By Assoc II/Child 1(4) | ||||||||||||
| Class A Common Stock | 3,973 | I | By Assoc II/Spouse(5) | ||||||||||||
| Class A Common Stock | 11/28/2005 | 11/28/2005 | J(2) | 523 | A | $0 | 38,440 | I | By Trust(1) | ||||||
| Class A Common Stock | 3,239 | I | By Assoc II/Child 2(4) | ||||||||||||
| Class A Common Stock | 5,294 | I | By Assoc II(6) | ||||||||||||
| Class A Common Stock | 2,800 | I | By Spouse/IRA(7) | ||||||||||||
| Class A Common Stock | 1,530 | I | By Trust-Child 1(3) | ||||||||||||
| Class A Common Stock | 6,674 | I | By Spouse/Trust(8) | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. Held by Trust, Alfred M. Rankin, Jr., Trustee, for the benefit of Reporting Person. |
| 2. Shares of Class A Common Stock distributed from Reporting Person's Father's self-declaration trust into the Reporting Person's trust. |
| 3. Held by Trust, John C. Butler, Jr., Trustee, for the benefit of Reporting Person's minor child. Reporting Person disclaims beneficial ownership of all such shares. |
| 4. Represents the Reporting Person's child's proportionate limited partnership interests in shares held by Rankin Associates II, L.P . Reporting Person disclaims beneficial ownership of all such shares. |
| 5. Represents the Reporting Person's spouse's proportionate limited partnership interests in shares held by Rankin Associates II, L. P. Reporting Person disclaims beneficial ownership of all such shares. |
| 6. Represents the Reporting Person's proportionate limited partnership interests in shares held by Rankin Associates II, L.P.------- |
| 7. Held in an Individual Retirement Account for the benefit of the Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all such shares. |
| 8. Reporting Person's spouse serves as Trustee with National City Bank of the J.C. Butler, Jr. Revocable Trust. Reporting Person di sclaims all beneficial ownership of all such shares. |
| Remarks: |
| "Remark on Insider relationship to Issuer" As a member of a ?group? deemed to own more than 10% of an equity security as a result of being a party to a Stockholders? Agreement, dated as of March 15, 1990, beneficially owned by each of the signatories to such agreement (the ?Agreement?), the Reporting Person disclaims beneficial ownership of any such shares of Stock owned by any other signatory to the Agreement. |
| /s/Charles A. Bittenbender, attorney-in-fact for Helen Rankin Butler | 02/14/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||