SC 13D/A 1 d411514dsc13da.htm SC 13D/A 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. 10)

 

 

Hyster-Yale Materials Handling, Inc.

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

499172204

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive, Suite 300

Cleveland, Ohio 44124-4017

(440) 449-9600

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

February 2023

(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.  ☐

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).

 

 

 


Part II to Schedule 13D/A

This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock of Hyster-Yale Materials Handling, Inc. (the “Issuer”) held by Rankin Associates II, L.P., a Delaware limited partnership, that appeared in the Schedule 13D filed by the Reporting Persons on February 14, 2013 (the “Initial Filing”), as amended by Amendment No. 1 filed on February 14, 2014 (“Amendment No. 1”), as further amended by Amendment No. 2 filed on February 17, 2015 (“Amendment No. 2”), as further amended by Amendment No. 3 filed on February 16, 2016 (“Amendment No. 3”), as further amended by Amendment No. 4 filed on February 14, 2017 (“Amendment No. 4”), as further amended by Amendment No. 5 filed on February 14, 2018 (“Amendment No. 5”), as further amended by Amendment No. 6 filed on February 14, 2019 (“Amendment No. 6”), as further amended by Amendment No. 7 (“Amendment No. 7”) filed on February 13, 2020, as further amended by Amendment No. 8 (“Amendment No. 8”) filed on February 12, 2021, and as further amended by Amendment No. 9 filed on February 14, 2022 (collectively with the Initial Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, and Amendment No. 8, the “Filings”). This Amendment No. 10 updates certain information with respect to certain Reporting Persons under the Filings. Capitalized terms used herein but not defined herein have the meanings assigned to them in the Filings.

Item 2. Identity and Background.

The statements under Julia Rankin Kuipers are hereby deleted and replaced by the following:

Julia Rankin Kuipers. Ms. Kuipers’ address is 150 Miles Road, Chagrin Falls, Ohio 44022. She is not employed.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information provided with respect to the Stockholders’ Agreement is hereby amended by inserting at the end thereof the following:

Stockholders’ Agreement

Effective December 12, 2022, each of the Issuer and the participating stockholders identified on the signature pages of the Stockholders Agreement, as amended (“Participating Stockholders”), executed and delivered an Amendment to the Stockholders’ Agreement amending the Stockholders’ Agreement to add an additional Participating Stockholder under the Stockholders’ Agreement. A copy of the Amendment to the Stockholders’ Agreement is attached hereto as Exhibit 32 and is incorporated herein in its entirety.

 

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Filings is hereby amended by adding the following:

 

Exhibit 32    Twelfth Amendment to Stockholders’ Agreement, dated as of December 12, 2022, by and among the Issuer, the new Participating Stockholder and the Participating Stockholders (incorporated by reference to Exhibit 41 filed with Amendment No. 11 to the Statement on Schedule 13D, filed by the Reporting Persons named therein on February 14, 2023, Commission File Number 005-87003).

[Signatures begin on the next page.]

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

 

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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, 2023

 

RANKIN ASSOCIATES II. L.P.
By:   Rankin Management, Inc., its Managing Partner
By:   /s/ Alfred M. Rankin, Jr.
  Alfred M. Rankin, Jr.
  President
RANKIN MANAGEMENT INC.
By:   /s/ Alfred M. Rankin, Jr.
  Alfred M. Rankin, Jr.
  President
REPORTING INDIVIDUALS
  /s/ Alfred M. Rankin, Jr.
  Alfred M. Rankin, Jr.
  Alfred M. Rankin, Jr., on behalf of himself, and as:
  Attorney-in-Fact for Helen R. Butler*
  Attorney-in-Fact for John C. Butler, Jr.*
  Attorney-in-Fact for Clara T. Rankin Williams*
  Attorney-in-Fact for Thomas T. Rankin*
  Attorney-in-Fact for Matthew M. Rankin*
  Attorney-in-Fact for Claiborne R. Rankin*
  Attorney-in-Fact for Chloe O. Rankin*
  Attorney-in-Fact for Roger F. Rankin*
  Attorney-in-Fact for Alison A. Rankin*
  Attorney-in-Fact for Corbin K. Rankin*
  Attorney-in-Fact for James T. Rankin*
  Attorney-in-Fact for Claiborne R. Rankin, Jr.*
  Attorney-in-Fact for David B. Williams*
  Attorney-in-Fact for Scott W. Seelbach*
  Attorney-in-Fact for Elizabeth B. Rankin*
  Attorney-in-Fact for Thomas P. Rankin*
  Attorney-in-Fact for Julia Rankin Kuipers*
  Attorney-in-Fact for Lynne T. Rankin*
  Attorney-in-Fact for Chloe R. Seelbach*
  Attorney-in-Fact for CRW 2020 GST Trust for Margo J.V. Williams*
  Attorney-in-Fact for CRW 2020 GST Trust for Helen C. Williams*
  Attorney-in-Fact for HRB 2020 GST Trust for Clara R. Butler*
  Attorney-in-Fact for HRB 2020 GST Trust for Griffin B. Butler*
  Attorney-in-Fact for JCB 2020 GST Trust for Clara R. Butler*
  Attorney-in-Fact for JCB 2020 GST Trust for Griffin B. Butler*
  Attorney-in-Fact for BTR 2020 GST for Helen R. Butler*
  Attorney-in-Fact for BTR 2020 GST for Clara R. Williams*

 

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  Attorney-in-Fact for BTR 2020 GST for Matthew M. Rankin*
  Attorney-in-Fact for BTR 2020 GST for James T. Rankin*
  Attorney-in-Fact for BTR 2020 GST for Thomas P.K. Rankin*
  Attorney-in-Fact for BTR 2020 GST for Chloe R. Seelbach*
  Attorney-in-Fact for BTR 2020 GST for Claiborne R. Rankin, Jr.*
  Attorney-in-Fact for BTR 2020 GST for Julia R. Kuipers*
  Attorney-in-Fact for BTR 2020 GST for Anne F. Rankin*
  Attorney-in-Fact for BTR 2020 GST for Elisabeth M. Rankin*
  Attorney-in-Fact for Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor*
  Attorney-in-Fact for Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor*
  Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin*
  Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin*
  Attorney-in-Fact for 2012 Alison A. Rankin Trust*

 

*

The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 23 of the Filings.

 

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