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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K ANNUAL REPORT
[X] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NO. 1-9172
NACCO INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
5875 Landerbrook Drive,
Mayfield Heights, Ohio
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
34-1505819
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(I.R.S. EMPLOYER IDENTIFICATION NO.)
44124-4017
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(ZIP CODE)
Registrant's telephone number, including area code: (440) 449-9600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Class A Common Stock, New York Stock Exchange
Par Value $1.00 Per Share
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class B Common Stock, Par Value $1.00 Per Share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirement for
the past 90 days.
YES X NO _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of Class A Common Stock and Class B Common Stock held by
non-affiliates as of February 29, 2000:
$214,860,770
Number of shares of Class A Common Stock outstanding at February 29, 2000:
6,519,212
Number of shares of Class B Common Stock outstanding at February 29, 2000:
1,647,279
DOCUMENTS INCORPORATED BY REFERENCE
(a) Portions of the Company's 1999 Annual Report are incorporated herein by
reference in Part I and Part II; and
(b) Portions of the Company's Proxy Statement for its 2000 annual meeting
of stockholders are incorporated herein by reference in Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
NACCO Industries, Inc. ("NACCO" or the "Company") is a holding company
that owns four principal operating subsidiaries that function in three principal
industries: lignite mining, lift trucks and housewares.
(a) North American Coal. The Company's wholly owned subsidiary, The
North American Coal Corporation, and its affiliated coal companies
(collectively, "NACoal"), mine and market lignite for use primarily as fuel for
power generation by electric utilities. NACoal also provides dragline mining
services for a limerock quarry near Miami, Florida. NACoal accounted for 10% and
31% of NACCO's revenues and operating profits, respectively, in 1999.
(b) NACCO Materials Handling Group. NACCO Materials Handling Group
consists of the Company's wholly owned subsidiary, NMHG Holding Co., and its
wholly owned subsidiaries (collectively, "NMHG"), including NACCO Materials
Handling Group, Inc. ("NMHG Wholesale") and NMHG Distribution Co. ("NMHG
Retail"). NMHG Wholesale primarily designs, engineers, manufactures and sells a
full line of lift trucks and replacement parts marketed worldwide under the
Hyster(R) and Yale(R) brand names. NMHG Retail primarily sells, rents and
services Hyster and Yale lift trucks and replacement parts through a network of
wholly owned retail dealerships. NMHG Wholesale accounted for 61% and 56% of
NACCO's revenues and operating profits, respectively, in 1999. NMHG Retail,
including the elimination of intercompany transactions, accounted for 6% and
(12%) of NACCO's revenues and operating profits, respectively, in 1999.
(c) NACCO Housewares Group. NACCO Housewares Group ("Housewares")
consists of two of the Company's wholly owned subsidiaries: Hamilton
Beach-Proctor-Silex, Inc. ("HB-PS"), one of the nation's leading manufacturers
and marketers of small electric motor and heat-driven appliances as well as
commercial products for restaurants, bars and hotels, and The Kitchen
Collection, Inc. ("KCI"), a national specialty retailer of brand-name
kitchenware, small electrical appliances and related accessories. Housewares
accounted for 23% and 32% of NACCO's revenues and operating profits,
respectively, in 1999.
Additional information relating to financial and operating data on a segment
basis (including NACCO and Other, which reduced operating profits by 7% in 1999)
is set forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's 1999 Annual
Report (the "1999 Annual Report") and in Note Eighteen to the Consolidated
Financial Statements in the 1999 Annual Report, which portions of the 1999
Annual Report are incorporated herein by reference.
NACCO was incorporated as a Delaware corporation in 1986 in connection
with the formation of a holding company structure for a predecessor corporation
organized in 1913.
SIGNIFICANT EVENTS
In September 1997, Phillips Coal Company and NACoal formed a joint
venture (75% owned by Phillips Coal and 25% owned by NACoal) to develop a new
lignite mine in Mississippi (the "Red Hills Mine"). The 30 year lignite sales
contract between the joint venture and the electric power facility was entered
into on April 1, 1998. Commercial operation of the electric power facility is
expected to begin in the fourth quarter of 2000.
On December 31, 1997, the Chinese government gave approval for the
formation of Shanghai Hyster Forklift Truck, Ltd., a joint venture (the
"Shanghai Hyster Joint Venture") among NMHG Wholesale (55% share),
Sumitomo-NACCO Materials Handling Group (30% share) and Shanghai Perfect Jinqiao
United Development Co. (15% share). The Shanghai Hyster Joint Venture acquired
land in the Pudong area of Shanghai and commenced construction of a
manufacturing facility in the second quarter of 1998. Production commenced in
the third quarter of 1999. The facility manufactures Hyster large and medium
capacity lift trucks primarily for sale in the Chinese domestic market. The
Shanghai Hyster Joint Venture also distributes forklift trucks it manufactures.
In 1998, NMHG, through NMHG Retail, embarked on a strategy of acquiring
or investing in certain independently owned Hyster and Yale and competitor
retail dealerships. As of December 31, 1999, NMHG Retail had acquired and
consolidated two dealerships in the United States, 11 dealerships in Europe
and nine dealerships in Asia-Pacific.
In December 1998, HB-PS entered into an agreement to lease a 500,000
square foot distribution center in Memphis, Tennessee. The new distribution
center has allowed HB-PS to consolidate its distribution network and is expected
to enhance efficiencies and customer service. The new distribution center became
operational during the second quarter of 1999.
In 1999, HB-PS entered into a private label arrangement with
Wal*Mart which is scheduled to continue for at least three years.
Wal*Mart had previously licensed certain trademarks from General Electric
Company for use with small kitchen and other appliances for exclusive sale in
Wal*Mart stores. Wal*Mart has selected several manufacturers to supply
these GE-branded products. HB-PS has been named the lead supplier for this
program. In addition to supplying a number of products, HB-PS is responsible for
the creation of the GE product line's "design language" and for providing other
services.
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BUSINESS SEGMENT INFORMATION
A. NORTH AMERICAN COAL
GENERAL
NACoal is engaged in the mining and marketing of lignite for use
primarily as fuel for power generation by electric utilities. Sales by NACoal
are made primarily through wholly owned project mining subsidiaries pursuant to
long-term, cost plus a profit per ton contracts. The utility customers have
arranged and guaranteed the financing of the development and operation of the
project mining subsidiaries. There is no recourse to NACCO or NACoal for the
financing of these subsidiary mines. NACoal also provides dragline mining
services for a limerock quarry near Miami, Florida. At December 31, 1999,
NACoal's operating mines consist of mines where the reserves were acquired and
developed by NACoal, except for the South Hallsville No. 1 Mine and the San
Miguel Lignite Mine where reserves are owned by the customers of these mines.
NACoal also earns royalty income from the lease of various coal and gas
properties. For further information as to the financing of the project mining
subsidiaries, see Note Nine to the Consolidated Financial Statements at page 50
of the 1999 Annual Report. Project mining subsidiaries accounted for 19% and 26%
of NACCO's assets and liabilities, respectively, as of December 31, 1999, while
their operations accounted for 9% and 33% of NACCO's revenues and operating
profits, respectively, in 1999.
SALES, MARKETING AND OPERATIONS
The principal customers of NACoal are electric utilities and a synfuels
plant. In 1999, sales to one customer, which supplies coal to four facilities,
accounted for 47% of NACoal's revenues compared with 45% and 46% in 1998 and
1997, respectively. The distribution of sales in the last five years has been as
follows:
DISTRIBUTION
------------
TOTAL
TONS SOLD ELECTRIC SYNFUELS
(MILLIONS) UTILITIES PLANT
---------- --------- -----
1999 31.3 80% 20%
1998 31.7 80% 20%
1997 29.9 80% 20%
1996 27.6 77% 23%
1995 26.7 76% 24%
The contracts under which the project mining subsidiaries were
organized provide that, under certain conditions of default, the customer(s)
involved may elect to acquire the assets (subject to the liabilities) or the
capital stock of the subsidiary, for an amount effectively equal to book value.
In one case, the customer may elect to acquire the stock of the subsidiary after
a specified period of time without reference to default, in exchange for certain
payments on coal thereafter mined. In addition, the customer for NACoal's
contract mining operation may elect to terminate the contract for convenience at
any time on or after July 1, 2000. NACoal does not know of any conditions of
default that currently exist.
The location, mine type, reserve data, coal quality characteristics,
customer, sales tonnage and contract expiration date for the mines operated by
NACoal in 1999 were as follows:
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DEVELOPED LIGNITE MINING OPERATIONS
PROVEN AND PROBABLE RESERVES(1)
COMMITTED
UNDER AVERAGE SULFUR
CONTRACT UNCOMMITTED AVERAGE CONTENT PER
PROJECT MINING (MILLIONS (MILLIONS BTUS UNIT
SUBSIDIARIES MINE LOCATION TYPE OF MINE OF TONS) OF TONS) PER POUND OF WEIGHT
- --------------- ---- -------- ------------ ---------- ---------- --------- -------------
The Coteau Properties Freedom Mine(2) Beulah, ND Surface Lignite 509.4 ---- 6,767 0.8%
Company
The Falkirk Mining Falkirk Mine(2) Underwood, ND Surface Lignite 481.4 ---- 6,200 0.6%
Company
The Sabine Mining South Hallsville Hallsville, TX Surface Lignite (4) (4) (4) (4)
Company No. 1 Mine(2)
OTHER
-----
San Miguel Lignite San Miguel Jourdanton, TX Surface Lignite (5) (5) (5) (5)
Mining Operations Lignite Mine
Red River Mining Oxbow Mine Coushatta, LA Surface Lignite 9.0(7) 11.9(7) 6,722 0.7%
Company(6) --- ----
Total Developed 999.8 11.9
UNDEVELOPED MINING
OPERATIONS
----------
North Dakota ---- ---- ---- ---- 566.5 6,428 0.7%
Texas ---- ---- ---- ---- 169.3 6,208 0.9%
Eastern ---- ---- ---- 76.9 54.0 12,070 3.3%
Mississippi ---- ---- ---- 41.5(9) 24.7(9) 5,300 0.6%
---- ----
Total 118.4 814.5
Undeveloped
Total Developed/ 1,118.2 826.4
Undeveloped
DEVELOPED LIGNITE MINING OPERATIONS
PROVEN AND PROBABLE RESERVES(1)
1999 SALES
PROJECT MINING TONNAGE CONTRACT
SUBSIDIARIES CUSTOMER(S) (PLANT) (MILLIONS) EXPIRES
- -------------- ------------------- ---------- -------
The Coteau Properties Dakota Coal Company 6.3 2007(3)
Company (Great Plains Synfuels
Plant)
Dakota Coal Company 5.5 2007(3)
(Antelope Valley
Station)
Dakota Coal Company 3.6 2007(3)
(Leland Olds Station)
Dakota Coal Company 1.0 2002
(Stanton Station of
United Power
Association)
The Falkirk Mining United Power 7.2 2020
Company Association/
Cooperative Power
Association
(Coal Creek Station)
The Sabine Mining Company Southwestern Electric 3.6 2020
Power Company
(Henry W. Pirkey Power
Plant)
OTHER
- -----
San Miguel Lignite Mining San Miguel Electric 3.4 2007
Operations Cooperative,
Inc. (San Miguel Power
Plant)
Red River Mining Central Louisiana 0.7(8) 2010
Company(6) Electric Company/
Southwestern Electric
Power Company
(Dolet Hills Power
Plant)
UNDEVELOPED MINING
OPERATIONS
- ----------
North Dakota ---- ---- ----
Texas ---- ---- ----
Eastern ---- ---- ----
Mississippi ---- ---- ----
(1) The projected extraction loss is approximately ten percent (10%) of the proven
and probable reserves, except with respect to the reserves for the Eastern
Undeveloped Mining Operations, in which case the extraction loss is approximately
thirty percent (30%) of the proven and probable reserves.
(2) The contracts for these mines require the customer to cover the cost of the
ongoing replacement and upkeep of the plant and equipment of the mine.
(3) Although the term of the existing coal sales agreement terminates in 2007, the
term may be extended for six (6) additional periods of five years, or until 2037,
at the option of The Coteau Properties Company.
(4) The reserves of the South Hallsville No. 1 Mine are owned and controlled by the
customer and, therefore, have not been listed in the table.
(5) The reserves of the San Miguel Lignite Mine are owned and controlled by the
customer and, therefore, have not been listed in the table.
(6) Joint venture with Phillips Coal Company.
(7) These amounts represent the total (100%) of the joint venture reserves.
(8) This amount represents the total (100%) of the 1999 joint venture tonnage.
(9) These amounts represent 25% of the reserves owned and controlled by Mississippi
Lignite Mining Company, a joint venture with Phillips Coal Company, related to
the Red Hills Mine. The company's investment in Mississippi Lignite Mining
Company is accounted for under the equity method.
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GOVERNMENT REGULATION
NACoal, like other coal producers, continues to be subject to Federal
and state health, safety and environmental regulations. The 2000 expenditures
which will be required for compliance with the provisions of governmental
regulations, including mined land reclamation and other air and water pollution
abatement requirements, are estimated at $6.7 million for certain closed mines
and are included in the caption "Self-Insurance Reserves and Other" in NACCO's
Consolidated Financial Statements in the 1999 Annual Report. The active
operations are required to make certain additional capital expenditures to
comply with such governmental regulations, which expenditures will be recovered
under the terms of the coal sales agreements with the utility customers.
NACoal's management believes that the Clean Air Act Amendments, which
became effective in 1990, have not had and will not have a material adverse
effect on its current operations, because substantially all of the power
generating facilities operated or supplied by NACoal's customers meet or exceed
the requirements of the Clean Air Act.
COMPETITION
The coal industry competes with other sources of energy, particularly
oil, gas, hydro-electric power and nuclear power. Among the factors that affect
competition are the price and availability of oil and natural gas, environmental
considerations, the time and expenditures required to develop new energy
sources, the cost of transportation, the cost of compliance with governmental
regulation of operations, the impact of Federal and state energy policies and
the current trend toward deregulation of energy markets. The ability of NACoal
to market and develop its reserves will depend upon the interaction of these
factors.
There is no official source of information on the subject, but NACoal
believes that it is the eighth largest coal producer in the United States.
EMPLOYEES
As of February 29, 2000, NACoal had approximately 1,050 employees.
B. NACCO MATERIALS HANDLING GROUP
GENERAL
During 1999, NACCO purchased from Sumitomo Heavy Industries, Inc. for
book value of $11.3 million the remaining two percent indirect interest in NACCO
Materials Handling Group, Inc. that it previously did not own. In addition, the
legal structure of the forklift business was reorganized to create NMHG Holding
Co., which now indirectly owns 100 percent of NMHG Wholesale and directly owns
100 percent of NMHG Retail. The new legal structure was formed primarily to
distinguish the wholesale operations from the retail operations of NMHG.
1. NMHG WHOLESALE
GENERAL
NMHG Wholesale is one of the leading worldwide designers, manufacturers
and marketers of forklift trucks, which comprise the largest segment of the
materials handling equipment industry. NMHG Wholesale accounted for 51% and 40%
of NACCO's assets and liabilities, respectively, as of December 31, 1999, while
its operations accounted for 61% and 56% of NACCO's revenues and operating
profits, respectively, in 1999.
THE INDUSTRY
Forklift trucks are used in a wide variety of business applications,
including manufacturing and warehousing. The materials handling industry,
especially in industrialized nations, is generally a mature industry, which has
historically been cyclical. Fluctuations in the rate of orders for forklift
trucks reflect the capital investment decisions of the customers, which in turn
depend upon the general level of economic activity in the various industries
served by such customers.
Since 1991, the worldwide market for forklift trucks has gradually
increased to approximately 530,000 units. During this time, however, individual
geographic markets have been subject to cyclicality. The North American market
for forklift trucks peaked in 1995, began a cyclical downturn in 1996 and then
recovered to a new high in 1999. The European market reversed a declining trend
in 1994 and grew steadily to a new high in 1998, which was almost matched in
1999. The Japanese market reversed a growth trend in 1998 and worsened in 1999
as a result of the widely publicized financial problems in Japan in 1998. The
market in Asia-Pacific (outside of Japan) continued modest growth in 1996 and
the first half of 1997. However, the late-1997 Asian financial crisis, which
continued through 1998, has negatively affected lift truck demand in that part
of the world. This downturn in demand continued in 1999.
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COMPANY OPERATIONS
NMHG Wholesale maintains product differentiation between Hyster and
Yale brands of forklift trucks and distributes its products through separate
worldwide dealer networks. Nevertheless, NMHG Wholesale has integrated
overlapping operations and takes advantage of economies of scale in design,
manufacturing and purchasing. NMHG Wholesale provides virtually all of its own
design, manufacturing and administrative functions. Products are marketed and
sold through two separate primarily independent dealer networks which retain and
promote the Hyster and Yale identities. In Japan, NMHG Wholesale has a 50% owned
joint venture with Sumitomo Heavy Industries Ltd. which is generally known as
Sumitomo-NACCO Materials Handling Group ("S-N"). S-N performs certain design
activities and produces lift trucks and components which it markets in Japan
under the name "Sumitomo Yale" and which are exported for sale by NMHG Wholesale
and its affiliates in the U.S., Europe and Asia-Pacific.
PRODUCT LINES
NMHG Wholesale designs and manufactures a wide range of forklift trucks
under both the Hyster and Yale brand names. The principal categories of forklift
trucks include electric rider, electric narrow-aisle and electric motorized hand
forklift trucks primarily for indoor use and internal combustion engine ("ICE")
forklift trucks for indoor or outdoor use. Forklift truck sales accounted for
approximately 83%, 83% and 82% of NMHG Wholesale's net sales in 1999, 1998 and
1997, respectively.
NMHG Wholesale also derives significant revenues from the sale of
service parts for its products. Profit margins on service parts are greater than
those on forklift trucks. The large population of Hyster and Yale forklift
trucks now in service provides a market for service parts. In addition to parts
for its own forklift trucks, NMHG Wholesale has a program in North America,
UNISOURCE(TM), and in Europe, MULTIQUIP(TM), designed to supply Hyster dealers
with replacement parts for most competing brands of forklift trucks. NMHG
Wholesale has a similar program, PREMIER(TM), for its Yale dealers in the
Americas and Europe. Accordingly, NMHG Wholesale dealers can offer their mixed
fleet customers a "one stop" supply source. Certain of these parts are
manufactured by and purchased from third party component makers. Service parts
accounted for approximately 17%, 17% and 18% of NMHG's net sales in 1999, 1998
and 1997, respectively. For further information on geographic regions, see Note
Eighteen to the Consolidated Financial Statements in the 1999 Annual Report.
COMPETITION
Although there is no official source for information on the subject,
NACCO believes that in 1999 NMHG Wholesale was one of the leading manufacturers
of forklift trucks in the world, based on the number of lift trucks sold.
The forklift truck industry is highly competitive. The worldwide
competitive structure of the industry is fragmented by product line and country;
however, each of the three largest forklift truck manufacturers have a
significantly greater market position on a unit volume basis than the other
manufacturers. The principal methods of competition among forklift truck
manufacturers are product performance, price, service and distribution networks.
The forklift truck industry also competes with alternative methods of materials
handling, including conveyor systems, automated guided vehicle systems and
manual labor. Global competition is also affected by a number of other factors,
including currency fluctuations, variations in labor costs and effective tax
rates, and the costs related to compliance with applicable regulations,
including export restraints, antidumping provisions and environmental
regulations.
NMHG Wholesale's position is strongest in North America, where it
believes it is the leader in unit sales of electric rider and ICE forklift
trucks and has a significant share of unit sales of electric narrow-aisle and
electric motorized hand forklift trucks. Although the European market is
fragmented and competitive positions vary from country to country, NMHG
Wholesale believes that it has a significant share of unit sales of electric
rider and ICE forklift trucks in Western Europe.
TRADE RESTRICTIONS
UNITED STATES
Since June 1988, Japanese-built ICE forklift trucks imported into the
United States, with lifting capacities between 2,000 and 15,000 pounds,
including finished and unfinished forklift trucks, chassis, frames and frames
assembled with one or more component parts, have been subject to an antidumping
duty order. Antidumping duty rates in effect through 1999 range from 7.39% to
56.81% depending on manufacturer or importer. The antidumping duty rate
applicable to imports from S-N is 51.33%. NMHG Wholesale does not currently
import for sale in the United States any forklift trucks or components subject
to the antidumping duty order. This antidumping duty order will remain in effect
until the Japanese manufacturers and importers satisfy the U.S. Department of
Commerce (the "Commerce Department") that they have not individually sold
merchandise subject to the order in the United States below foreign market value
for at least three consecutive years, or unless the Commerce Department or the
U.S. International Trade Commission finds that changed circumstances exist
sufficient to warrant the retirement of the order. The legislation implementing
the Uruguay round of GATT negotiations passed in 1994 provides that the
antidumping order was to be reviewed for possible retirement in 2000. All of
NMHG Wholesale's major Japanese competitors have either built or acquired
manufacturing or assembly facilities in the United States. NMHG Wholesale cannot
predict with any certainty if there have been or will be any negative effects to
it resulting from Japanese manufacturers sourcing their forklift products from
the United States. NMHG Wholesale prevailed in
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opposing retirement of the antidumping duty in 2000. The antidumping order will
again be reviewed for possible retirement in 2005.
EUROPE
There are no formal restraints on foreign forklift manufacturers in the
European Union. Several Japanese manufacturers have established manufacturing or
assembly facilities within the European Union.
PRODUCT DESIGN AND DEVELOPMENT
NMHG Wholesale spent $41.4 million, $38.6 million and $23.5 million on
product design and development activities in 1999, 1998 and 1997, respectively.
The Hyster and Yale products are differentiated for the specific needs of their
respective customer bases. NMHG Wholesale continues to pursue opportunities to
improve product costs by engineering new Hyster and Yale brand products with
component commonality.
Certain product design and development activities with respect to ICE
forklift trucks and some components are performed in Japan by S-N. S-N spent
approximately $4.1 million, $4.3 million and $4.1 million on product design and
development in 1999, 1998 and 1997, respectively.
BACKLOG
As of December 31, 1999, NMHG Wholesale's backlog of unfilled orders
for forklift trucks was approximately 21,500 units, or $362 million, of which
substantially all is expected to be filled during fiscal 2000. This compares to
the backlog as of December 31, 1998 of approximately 19,500 units, or $350
million. Decreased production and a slight increase in the rate of incoming
orders for forklift trucks in 1999 caused this slight increase in backlog
levels. Backlog represents unit orders to NMHG Wholesale's manufacturing plants
from independent dealerships, retail customers and contracts with the United
States government. Although these orders are believed to be firm, such orders
may be subject to cancellation or modification.
SOURCES
NMHG Wholesale has adopted a strategy of obtaining its raw materials
and principal components on a global basis from competitively priced sources.
NMHG Wholesale is dependent on a limited number of suppliers for certain of its
critical components, including diesel and gasoline engines and cast-iron
counterweights used on certain forklift trucks. There would be a material
adverse effect on NMHG Wholesale if it were unable to obtain all or a
significant portion of such components, or if the cost of such components was to
increase significantly under circumstances which prevented NMHG Wholesale from
passing on such increases to its customers.
DISTRIBUTION
The Hyster and Yale brand products are distributed through separate
highly developed worldwide dealer networks which are primarily independently
owned. For further information, see the discussion under the heading "NMHG
Retail" below. In addition, NMHG Wholesale has an internal sales force for each
brand to sell directly to major customers. In Japan, forklift truck products are
distributed by S-N.
FINANCING OF SALES
In 1998, NMHG Wholesale amended its existing joint venture agreement
with General Electric Capital Corporation ("GE Capital") to provide that GE
Capital would furnish leasing and financing services to selected Hyster dealers
in North America in addition to the Yale dealers GE Capital was already
supporting under the agreement. NMHG Wholesale owns 20% of the joint venture
entity, NMHG Financial Services, Inc., and is entitled to certain fees and
remarketing profits. In addition, NMHG Wholesale entered into an International
Operating Agreement with GE Capital pursuant to which GE Capital provides
leasing and financing services to Hyster and Yale dealers throughout the major
countries of the world and makes referral fee payments to NMHG Wholesale once
certain financial thresholds are reached. The agreements expire in 2003.
United States Hyster dealer sales and direct sales of Hyster products
in the United States are supported by leasing and financing services provided by
Hyster Credit Company pursuant to an operating agreement that expires in
December 2000.
EMPLOYEES
As of February 29, 2000, NMHG Wholesale had approximately 7,000
employees. Employees in the Danville, Illinois manufacturing and parts depot
operations (approximately 773 employees) are unionized, as are tool room
employees (approximately 22 employees) located in Portland, Oregon. A three-year
contract for the Danville union employees expires in June 2000. A one-year
contract with the Portland tool room union expires in October 2000. Employees at
the facilities in Berea, Kentucky; Sulligent, Alabama; and Greenville and
Lenoir, North Carolina are not represented by unions.
In Europe, shop employees in the Craigavon, Northern Ireland facility
are unionized. Employees in the Irvine, Scotland and Nijmegen, the Netherlands
facilities are not represented by unions. The employees in Nijmegen
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have organized a works council, as required by Dutch law, which performs a
consultative role on employment matters. In Mexico, shop employees are
unionized.
NMHG Wholesale's management believes its current labor relations with
both union and non-union employees are generally satisfactory and that it will
be able to renew the Danville and Portland union contracts in 2000 on acceptable
terms. However, there can be no assurances that NMHG Wholesale will be able to
successfully renegotiate these union contracts without work stoppages or on
acceptable terms. A prolonged work stoppage at either of these facilities could
materially adversely affect NMHG Wholesale's business and results of operations.
GOVERNMENT REGULATION
NMHG Wholesale's manufacturing facilities, in common with others in the
industry, are subject to numerous laws and regulations designed to protect the
environment, particularly with respect to disposal of plant waste. NMHG
Wholesale's products are also subject to various industry and governmental
standards. NMHG Wholesale's management believes that the impact of expenditures
to comply with such requirements will not have a material adverse effect on NMHG
Wholesale.
PATENTS, TRADEMARKS AND LICENSES
NMHG Wholesale is not materially dependent upon patents or patent
protection. NMHG Wholesale is the owner of the Hyster trademark, which is
currently registered in approximately 55 countries. The Yale trademark, which is
used on a perpetual royalty-free basis by NMHG Wholesale in connection with the
manufacture and sale of forklift trucks and related components, is currently
registered in approximately 150 countries. NMHG Wholesale's management believes
that its business is not dependent upon any individual trademark registration or
license, but that the Hyster and Yale trademarks are material to its business.
FOREIGN OPERATIONS
For a description of net sales and other financial information by
geographic region, see Note Eighteen to the Consolidated Financial Statements in
the 1999 Annual Report.
2. NMHG RETAIL
GENERAL
In 1998, NMHG, through NMHG Retail, embarked on a strategy of acquiring
or investing in certain independently owned Hyster and Yale and competitor
retail dealerships. NMHG Retail believes its expansion into retail distribution
will be beneficial in the long term because of the potential revenue that occurs
at the retail level from new and used unit sales, part sales, rental income and
the maintenance and repair business. NMHG Retail believes that ownership of
retail dealers will ensure strategic alignment of its manufacturing with its
distribution and will streamline its distribution channel. NMHG Retail's
ownership and operation of retail dealers will allow it to financially
strengthen this portion of its distribution organization. NMHG has experience
(prior to 1992) in operating company owned Hyster and Yale dealers and believes
it has the experience, personnel and resources to be successful in the retail
distribution end of the materials handling business. NMHG Retail intends to
further expand its retail operations over the next several years through
acquisitions, principally outside the United States, and growth of its existing
dealerships. For further information, see the 1999 Annual Report under the
heading "Management's Discussion and Analysis of Financial Condition and Results
of Operations."
As of December 31, 1999, NMHG Retail has acquired and consolidated two
dealerships in the United States, 11 dealerships in Europe and nine dealerships
in Asia-Pacific. NMHG Retail, including the elimination of intercompany
transactions, accounted for 7% and 9% of NACCO's assets and liabilities,
respectively, as of December 31, 1999, while its operations accounted for 6% and
(12%) of NACCO's revenues and operating profits, respectively, in 1999.
THE INDUSTRY
Forklift trucks are sold at the retail level worldwide by independent
dealers and by dealerships owned by the original equipment manufacturer (OEM).
Some OEMs distribute exclusively through independent dealers, some OEMs
distribute exclusively through owned dealerships and some OEMs (such as NMHG
Wholesale), distribute through a combination of independent and owned
dealerships. NMHG believes there is a growing trend by OEMs in the forklift
industry to acquire their dealerships.
COMPANY OPERATIONS
An NMHG Retail dealership is authorized to sell either Hyster or Yale
brand materials handling equipment. These dealerships will typically also sell
allied lines of equipment from other manufacturers pursuant to dealer
agreements. Allied equipment includes such items as sweepers, aerial work
platforms, personnel carts, rough terrain forklifts and other equipment as well
as racking and shelving. The number and type of products available will vary
from dealership to dealership. A primary source of revenue for dealerships is
the sale of parts and service for equipment sold by the dealership. Service is
performed both in-shop and on-site. In addition to the outright sale of new and
used equipment, dealerships provide equipment for lease and for long or
short-term rental.
7
9
NMHG Retail dealerships are granted a primary geographic territory by
NMHG Wholesale in which they operate. NMHG Retail operations are conducted at
branch facilities located in major cities within NMHG Retail's assigned area of
operations.
COMPETITION
The materials handling equipment sales and rental industry is highly
fragmented and competitive. NMHG Retail's competitors primarily include: its own
independent Hyster and Yale dealers, OEM owned dealers for competing brands, OEM
direct sales efforts, independently owned equipment rental companies,
independent parts operations and independent service shops. The forklift truck
industry also competes with alternative methods of materials handling, including
conveyor systems, automated guided vehicle systems and manual labor.
CUSTOMERS
NMHG Retail's customer base is highly diversified and ranges from
Fortune 100 companies to small businesses in virtually every type of
manufacturing and service industry. No single customer accounted for more than
10% of its revenues during 1999. NMHG Retail's customer base varies widely by
branch and is determined by several factors, including the equipment mix and
marketing focus of the particular branch and the business composition of the
local economy.
FINANCING OF SALES
NMHG Retail dealerships may obtain wholesale and retail financing for
the sale and leasing of equipment through NMHG Financial Services, a joint
venture between NMHG Wholesale and GE Capital. This affords these dealerships
with a wide variety of financial products at competitive rates. See also
"Financing of Sales" under NMHG Wholesale above.
EMPLOYEES
As of February 29, 2000, NMHG Retail had approximately 1,670 employees.
GOVERNMENT REGULATION
NMHG Retail's operations, like others in similar operations, are
subject to numerous laws and regulations designed to protect the environment,
particularly with respect to the disposal of cleaning solvents and wastewater
and the use of and disposal of petroleum products from underground and
above-ground storage tanks. NMHG Retail is currently assessing the nature of any
environmental problems and remediation requirements at its recently acquired
dealerships. Based on currently known facts, NMHG Retail's management believes
that any environmental remediation and compliance costs will not have a material
adverse effect on NMHG Retail. However, the assessment is in a preliminary stage
and no assurance can be given that environmental remediation and compliance
costs resulting from NMHG Retail's final assessment will not have material
adverse effect on NMHG Retail.
FOREIGN OPERATIONS
For a description of net sales and other financial information by
geographic region, see Note Eighteen to the Consolidated Financial Statements in
the 1999 Annual Report.
C. NACCO HOUSEWARES GROUP
GENERAL
In 1998, NACCO began reporting the results of HB-PS and KCI on a
combined basis as the NACCO Housewares Group. HB-PS believes that it is the
largest full-line manufacturer and marketer of small electric kitchen appliances
in North America based on market share of key product categories. HB-PS'
products are marketed primarily to retail merchants and wholesale distributors.
KCI is a national specialty retailer of kitchenware, small electric appliances
and related accessories that operated 150 retail stores as of December 31, 1999.
Stores are located primarily in factory outlet complexes that feature
merchandise of highly recognizable name-brand manufacturers, including HB-PS.
Housewares accounted for 19% and 14% of NACCO's assets and liabilities,
respectively, as of December 31, 1999, while its operations accounted for 23%
and 32% of NACCO's revenues and operating profits, respectively, in 1999.
SALES AND MARKETING
HB-PS manufactures and markets a wide range of small electric household
appliances, including motor-driven appliances such as blenders, food processors,
mixers and electric knives, and heat-generating appliances such as toasters,
irons, coffeemakers, indoor grills and toaster ovens. HB-PS also makes
commercial products for restaurants, bars and hotels. HB-PS generally markets
its "better" and "best" segments under the Hamilton Beach(R) brand and uses the
Proctor-Silex(R) brand for the "good" and "better" segments. HB-PS generally
markets its products primarily in North America, but also sells products in
Latin America, Asia-Pacific and Europe. Sales are generated predominantly by a
network of inside sales employees to mass merchandisers, national department
stores, variety store chains, drug store chains, catalog showrooms and other
retail outlets. Principal customers include Wal*Mart,
8
10
Kmart, Target, Canadian Tire, Zellers, SAM'S Club, Dollar General, Sears and
Ames. Sales promotional activities are primarily focused on cooperative
advertising.
Because of the seasonal nature of the markets for small electric
appliances, HB-PS' management believes that backlog is not a meaningful
indicator of performance and is not a significant indicator of annual sales.
Backlog of orders as of December 31, 1999 was approximately $5.2 million. This
compares with the backlog as of December 31, 1998 of approximately $5.5 million.
This backlog represents customer orders, which may be canceled at any time prior
to shipment.
HB-PS' warranty program to the consumer consists generally of a limited
warranty lasting for two years for electric appliances. Under its warranty
program, HB-PS may repair or replace, at its option, those products found to
contain manufacturing defects.
Revenues and operating profit for Housewares are traditionally greater
in the second half of the year as sales of small electric appliances to
retailers and consumers increase significantly with the fall holiday selling
season. Because of the seasonality of purchases of its products, HB-PS incurs
substantial short-term debt to finance inventories and accounts receivable
during this period.
PRODUCT DESIGN AND DEVELOPMENT
The Housewares Group spent $6.6 million in 1999, $5.5 million in 1998
and $4.4 million in 1997 on product design and development activities. All of
these expenditures were made by HB-PS.
SOURCES
The principal raw materials used to manufacture and distribute HB-PS'
products are steel, aluminum, plastic and packaging materials. HB-PS' management
believes that adequate quantities of raw materials are available from various
suppliers.
COMPETITION
The small electric household appliance industry is highly competitive.
Based on publicly available information about the industry, HB-PS' management
believes it is the largest full-line manufacturer and marketer of small electric
kitchen appliances in North America based on key product categories.
As retailers generally purchase a limited selection of small electric
appliances, HB-PS competes with other suppliers for retail shelf space and
focuses its primary marketing efforts on retailers rather than consumers. In
1996, HB-PS also initiated consumer advertising for the Hamilton Beach(R) brand.
HB-PS' management believes that the principal areas of competition with respect
to its products are quality, price, product design, product features,
merchandising, promotion and warranty. HB-PS' management believes that it is
competitive in all of these areas.
As the outlet channel of the retail industry is approaching maturity,
the management of KCI continues to explore alternate areas of growth and
diversification. For the past several years, KCI has been testing alternative
store formats both within the outlet industry and the more traditional retail
environments. Not all of these formats have met KCI's rigorous financial
performance standards. KCI continues to explore alternate channels of
distribution, including distribution through the Internet.
GOVERNMENT REGULATION
HB-PS, in common with other manufacturers, is subject to numerous
Federal and state health, safety and environmental regulations. HB-PS'
management believes that the impact of expenditures to comply with such laws
will not have a material adverse effect on HB-PS. HB-PS' products are subject to
testing or regulation by Underwriters' Laboratories, the Canadian Standards
Association and various entities in foreign countries that review product
design.
PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES
HB-PS holds patents and trademarks registered in the United States and
foreign countries for various products. HB-PS' management believes that its
business is not dependent upon any individual patent, trademark, copyright or
license, but that the Hamilton Beach and Proctor-Silex trademarks are material
to its business.
EMPLOYEES
As of February 29, 2000, Housewares' work force consisted of
approximately 5,400 employees, most of which are not represented by unions. In
Canada, approximately 20 hourly employees at HB-PS' Picton, Ontario distribution
facility are unionized. These employees are represented by an employee
association which performs a consultative role on employment matters. On
February 1, 1999, a collective bargaining agreement, which expires on January
31, 2001, was executed for HB-PS' Saltillo manufacturing facility. There are
approximately 1,613 employees subject to the terms of this agreement.
The management of HB-PS and KCI believe their current labor relations
with both union and non-union employees are satisfactory.
9
11
ITEM 2. PROPERTIES
A. NACCO
NACCO currently leases its corporate headquarters building in Mayfield
Heights, Ohio.
B. NACOAL
NACoal's proven and probable coal reserves and deposits (owned in fee
or held under leases which generally remain in effect until exhaustion of the
reserves if mining is in progress) are estimated at approximately 1.9 billion
tons, approximately 80% of which are lignite deposits in North Dakota. Reserves
are estimates of quantities of coal, made by NACoal's geological and engineering
staff, that are considered mineable in the future using existing operating
methods. Developed reserves are those which have been allocated to mines which
are in operation; all other reserves are classified as undeveloped. Information
concerning mine type, reserve data and coal quality characteristics for NACoal's
properties are set forth on the table on page 3 under "Item 1. Business -- A.
NACoal -- Sales, Marketing and Operations."
10
12
C. NMHG
1. NMHG WHOLESALE
The following table summarizes certain information with respect to the
principal manufacturing, distribution and office facilities owned or leased by
NMHG Wholesale.
LOCATION OWNED LEASED FUNCTION/PRINCIPAL PRODUCTS
- -------- ----- ------ ---------------------------
Berea, Kentucky X Manufacture of forklift trucks
Craigavon, Northern Ireland X Manufacture of forklift trucks
Danville, Illinois X Manufacture of forklift trucks, components and service parts
Danville, Illinois X Distribution of service parts for both Hyster and Yale
forklift trucks
Fleet, England X Hyster and Yale forklift truck marketing and sales operations
for Europe, the Middle East and Africa
Greenville, North Carolina X NMHG Americas division headquarters;
Hyster and Yale marketing and sales
operations for NMHG Americas; design
and manufacture of forklift trucks
Irvine, Scotland X NMHG European division headquarters; manufacture of forklift
trucks
Lenoir, North Carolina X Manufacture of component parts for forklift trucks
Masate, Italy X Manufacture of forklift trucks
Modena, Italy X Manufacture of forklift trucks
Nijmegen, the Netherlands X Design and manufacture of forklift trucks and component
parts; distribution of service parts for forklift trucks
Obu, Japan X S-N headquarters; manufacture of forklift trucks and
component parts; distribution of service parts for forklift
trucks
Portland, Oregon X Counterbalanced forklift truck development center for design
and testing of forklift trucks, prototype equipment and
component parts
Portland, Oregon X NMHG global headquarters
Portland, Oregon X Manufacture of production tooling and prototype units
Ramos Arizpe, Mexico X Manufacturing facility for component parts of forklift trucks
(near Saltillo)
Sao Paulo, Brazil X Assembly of forklift trucks; distribution of service parts
for forklift trucks
Shanghai, China X Manufacturing facility for forklift trucks by Shanghai Hyster
Joint Venture
Sulligent, Alabama X Manufacture of component parts for forklift trucks
Sydney, Australia X Distribution of service parts for forklift trucks and staff
operations for NMHG Asia-Pacific division
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13
2. NMHG RETAIL
NMHG Retail's owned dealerships currently operate 53 branch locations.
Of these locations, 10 are in the United States, 27 are in Europe and 16 are in
Asia-Pacific as shown below:
United States:
Kentucky (2)
Ohio (6)
Pennsylvania (1)
West Virginia (1)
Europe:
France (7)
Germany (11)
Netherlands (1)
United Kingdom (8)
Asia-Pacific:
Australia (15)
Singapore (1)
Branch locations generally include facilities for displaying equipment,
servicing equipment, parts storage and sales and administrative offices. NMHG
Retail owns two of its branch locations and leases 51 of its locations. Certain
of the leases were entered into (or assumed) in connection with acquisitions and
many of the lessors under these leases are former owners of businesses that NMHG
Retail acquired.
NMHG Retail geographic headquarters are shared with NMHG Wholesale in
Greenville, North Carolina; Fleet, England; and Sydney, Australia.
D. NACCO HOUSEWARES GROUP
The following table summarizes certain information with respect to the
principal manufacturing, distribution and office facilities owned or leased by
HB-PS.
LOCATION OWNED LEASED FUNCTION/PRINCIPAL PRODUCTS
- -------- ----- ------ ---------------------------
El Paso, Texas X Distribution center
Glen Allen, Virginia X Corporate headquarters
Juarez, Chihuahua, Mexico X Assembly of heat-driven products (two plants); plastic
molding facility (one plant)
Memphis, Tennessee X Distribution center
Mt. Airy, North Carolina X Manufacture of heat-driven products
Picton, Ontario, Canada X Distribution center
Southern Pines, North Carolina X Manufacture of commercial products;
service center for customer returns;
catalog sales center; parts
distribution center
Toronto, Ontario, Canada X Proctor-Silex Canada sales and administration headquarters
Washington, North Carolina X Customer service center
Saltillo, Mexico X Manufacture of heat-driven and motor products and plastic
molding facility
Sales offices are also leased in several cities in the United States
and Canada.
KCI currently leases its corporate headquarters building, a
warehouse/distribution facility and a retail store in Chillicothe, Ohio. KCI
leases the remainder of its retail stores. A typical store is approximately
3,000 square feet.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries is a party to any
material pending legal proceeding other than ordinary routine litigation
incidental to its respective business.
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14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders of the Company.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The information under this Item is furnished pursuant to Instruction 3
to Item 401(b) of Regulation S-K.
There exists no arrangement or understanding between any executive
officer and any other person pursuant to which such executive officer was
elected. Each executive officer serves until his successor is elected and
qualified.
The table on the following pages sets forth the name, age, current
position and principal occupation and employment during the past five years of
the Company's executive officers.
13
15
EXECUTIVE OFFICERS OF THE COMPANY
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Alfred M. Rankin, Jr. 58 Chairman, President and Chief Executive
Officer of NACCO (since prior to 1995)
Charles A. Bittenbender 50 Vice President, General Counsel and
Secretary of NACCO (since prior to 1995)
Kenneth C. Schilling 40 Vice President and Controller of NACCO From June 1996 to May 1997, Controller of
(since May 1997) NACCO. From July 1995 to May 1996, Manager
of Tax and Budgeting of NACCO. From prior
to 1995 to June 1995, Manager of Tax of
NACCO.
J.C. Butler, Jr. 39 Vice President - Corporate Development From June 1996 to May 1997, Manager of
and Treasurer of NACCO (since May 1997) Corporate Development and Treasurer of
NACCO. From May 1995 to May 1996, Manager
of Corporate Development of NACCO. From
prior to 1995 to 1995, Associate at
McFarland Dewey & Co. (investment banking).
Lauren E. Miller 45 Vice President - Consulting Services of From January 1996 to May 1997, Director of
NACCO (since May 1997) Internal Consulting of NACCO. From prior
to 1995 to December 1995, Manager of
Strategy Development of NACCO.
14
16
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
A. NACOAL
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Clifford R. Miercort 60 President and Chief Executive Officer
of NACoal (since prior to 1995)
Herschell A. Cashion 57 Senior Vice President - Business
Development of NACoal (since prior to
1995)
Charles B. Friley 58 Senior Vice President - Finance and From February 1995 to August 1999, Vice
Chief Financial Officer of NACoal President and Chief Financial Officer of
(since August 1999) NACoal
Thomas A. Koza 53 Vice President - Law and Administration
of NACoal; Secretary of NACoal (since
prior to 1995)
Clark A. Moseley 48 Vice President - Engineering of NACoal From prior to 1995 to June 1997, Manager,
(since June 1997) Engineering and Project Development,
NACoal.
K. Donald Grischow 52 Controller and Treasurer of NACoal
(since prior to 1995)
15
17
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
B. NMHG
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Reginald R. Eklund 59 President and Chief Executive Officer
of NMHG (since prior to 1995)
Julie C. Hui 43 Controller of NMHG (since January 1995) From prior to 1995 to January 1995,
Controller, Burr Brown Corporation
(manufacturer of micro electronics and
systems products).
Ron J. Leptich 56 Vice President, Engineering and Big From June 1996 to October 1997, Vice
Trucks of NMHG (since October 1997) President, Engineering and Big Trucks,
Worldwide of NMHG. From prior to 1995
to June 1996, Vice President, Engineering,
Worldwide of NMHG.
Geoffrey D. Lewis 42 Vice President, Corporate Development, From September 1995 to June 1999, Vice
General Counsel and Secretary of NMHG President, General Counsel and Secretary
(since June 1999) of NMHG. From prior to 1995 to September
1995, Senior Vice President, General
Counsel and Corporate Secretary of
American Health Properties, Inc. (health
care facilities).
Jeffrey C. Mattern 47 Treasurer of NMHG (since prior to 1995)
William C. Maxwell 53 Vice President, Finance and Chief From prior to 1995 to August 1996, Vice
Financial Officer of NMHG (since August President Finance - Europe of NMHG.
1996)
Frank G. Muller 58 Vice President of NMHG; President, NMHG
Americas (since prior to 1995)
Ronald D. Muller 53 Vice President, Operations Strategy & From August 1996 to August 1998, Vice
Counterbalanced Products of NMHG (since President, Manufacturing and Information
August 1998) Services, Worldwide of NMHG. From February
1995 to August 1996, Vice President,Manufacturing
and Component Strategy, Worldwide of NMHG. From
prior to 1995 to February 1995, Vice President,
Manufacturing, Worldwide of NMHG.
Victoria L. Rickey 47 Vice President of NMHG; Managing From prior to 1995 to January 1995, Senior
Director, NMHG Europe, Africa and Vice President International Business
Middle East (since January 1995) Group, J.I. Case (manufacturer of
agricultural and construction equipment).
Edward W. Ryan 61 Vice President, Marketing of NMHG From February 1995 to November 1996, Vice
(since February 1995); President, NMHG President, Counterbalanced Trucks,
Asia-Pacific, China and Japan (since Worldwide of NMHG. From prior to 1995 to
November 1996) February 1995, Vice President, Yale
Materials Handling Corporation. From prior
to 1995 to February 1995, Vice President,
Yale Marketing.
16
18
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
C. NACCO HOUSEWARES GROUP
1. HB-PS
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Richard E. Posey 53 President and Chief Executive Officer
of HB-PS (since September 1995)
Charles B. Hoyt 52 Senior Vice President - Finance and From prior to 1995 to January 1997, Vice
Chief Financial Officer of HB-PS (since President - Finance and Chief Financial
January 1997) Officer of HB-PS.
Clark S. Leslie 66 Senior Vice President - Operations of From March 1996 to December 1996, Vice
HB-PS (since January 1997) President - Operations of HB-PS. From
prior to 1995 to March 1996, General
Manager, Washington, N.C. plant, HB-PS.
Michael J. Morecroft 57 Senior Vice President - From prior to 1995 to December 1996, Vice
Engineering/Product Development of President, Engineering/Product Development
HB-PS (since January 1997) of HB-PS.
Judith B. McBee 52 Senior Vice President - Marketing of From prior to 1995 to December 1996,
HB-PS (since January 1997) Executive Vice President - Marketing of
HB-PS.
Paul C. Smith 53 Senior Vice President - Sales of HB-PS From prior to 1995 to January 1996, Senior
(since January 1996) Vice President - Sales of HB-PS.
George P. Manson, Jr. 46 Vice President, General Counsel and From March 1995 to July 1996, Corporate
Secretary of HB-PS (since July 1996) Counsel of American Home Products Corp.
(health care and consumer products
manufacturer). From prior to 1995 to
January 1995, Assistant General Counsel,
A.T. Massey Coal Company (mining company).
James H. Taylor 42 Vice President and Treasurer of HB-PS
(since prior to 1995)
2. KCI
NAME AGE CURRENT POSITION OTHER POSITIONS
Randolph J. Gawelek 52 President and Chief Executive Officer From March 1999 to August 1999, President,
of KCI (since August 1999). Secretary and Treasurer of KCI. From
December 1998 to March 1999, Executive Vice
President, Secretary and Treasurer of KCI. From
prior to 1995 to December 1998, Executive Vice
President and Secretary of KCI.
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19
PART II
ITEM 5. MARKET FOR NACCO INDUSTRIES, INC. COMMON STOCK AND RELATED SECURITY
HOLDERS' MATTERS
The information required by this Item 5 is set forth on page 39 of the
1999 Annual Report under the heading "Market For NACCO Industries, Inc. Common
Stock and Related Security Holders' Matters," which information is incorporated
herein by reference.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information required by this Item 6 with respect to selected
financial data is set forth on page 1 of the 1999 Annual Report under the
heading "Selected Financial and Operating Data," which information is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item 7 is set forth at pages 24
through 38 of the 1999 Annual Report under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations," which
information is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item 7A is set forth at page 39 of the
1999 Annual Report under the heading "Quantitative and Qualitative Disclosures
About Market Risk," which information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item 8 is set forth at pages 40
through 63 of the 1999 Annual Report, which information is incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Directors of the Company will be set forth
in the 2000 Proxy Statement under the headings "Business to be Transacted -- 1.
Election of Directors," and "Section 16(a) Beneficial Ownership Reporting
Compliance," which information is incorporated herein by reference. Information
regarding the executive officers of the Company is included as Item 4A of Part I
as permitted by Instruction 3 to Item 401(b) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation will be set forth in
the 2000 Proxy Statement under the heading "Business to be Transacted -- 1.
Election of Directors" under the subheadings "-- Compensation of Directors," "--
Compensation of Executive Officers," "-- Stock Option Grants," "-- Stock Option
Exercises and Fiscal Year-End Values," "-- Long-Term Incentive Plans," "--
Compensation Committee Interlocks and Insider Participation" and "-- Pension
Plans," which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to security ownership of certain beneficial
owners and management will be set forth in the 2000 Proxy Statement under the
heading "Business to be Transacted -- 1. Election of Directors -- Beneficial
Ownership of Class A Common and Class B Common," which information is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related
transactions will be set forth in the 2000 Proxy Statement under the heading
"Business to be Transacted -- 1. Election of Directors -- Compensation Committee
Interlocks and Insider Participation," which information is incorporated herein
by reference.
18
20
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) and (2) The response to Item 14(a)(1) and (2) is set forth
beginning at page F-1 of this Annual Report on Form 10-K.
(a) (3) Listing of Exhibits -- See the exhibit index beginning at
page X-1 of this Annual Report on Form 10-K.
(b) The Company did not file any current reports on Form 8-K during the
fourth quarter of 1999.
(c) The response to Item 14(c) is set forth beginning at page X-1 of
this Annual Report on Form 10-K.
(d) Financial Statement Schedules -- The response to Item 14(d) is set
forth beginning at page F-3 of this Annual Report on Form 10-K.
19
21
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NACCO Industries, Inc.
By: /s/ Kenneth C. Schilling
------------------------------------
Kenneth C. Schilling
Vice President and Controller
(principal financial
and accounting officer)
March 30, 2000
20
22
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Alfred M. Rankin, Jr. Chairman, President and March 30, 2000
- ------------------------------------ Chief Executive Officer (principal
Alfred M. Rankin, Jr. executive officer), Director
/s/ Kenneth C. Schilling Vice President and Controller March 30, 2000
- ------------------------------------ (principal financial and accounting
Kenneth C. Schilling officer)
* Owsley Brown II Director March 30, 2000
- ------------------------------------
Owsley Brown II
* Robert M. Gates Director March 30, 2000
- ------------------------------------
Robert M. Gates
* Leon J. Hendrix, Jr. Director March 30, 2000
- ------------------------------------
Leon J. Hendrix, Jr.
* David H. Hoag Director March 30, 2000
- ------------------------------------
David H. Hoag
* Dennis W. LaBarre Director March 30, 2000
- ------------------------------------
Dennis W. LaBarre
* Richard de J. Osborne Director March 30, 2000
- ------------------------------------
Richard de J. Osborne
* Ian M. Ross Director March 30, 2000
- ------------------------------------
Ian M. Ross
* John C. Sawhill Director March 30, 2000
- ------------------------------------
John C. Sawhill
* Britton T. Taplin Director March 30, 2000
- ------------------------------------
Britton T. Taplin
* David F. Taplin Director March 30, 2000
- ------------------------------------
David F. Taplin
* John F. Turben Director March 30, 2000
- ------------------------------------
John F. Turben
*Kenneth C. Schilling, by signing his name hereto, does hereby sign
this Annual Report on Form 10-K on behalf of each of the above named and
designated directors of the Company pursuant to a Power of Attorney executed by
such persons and filed with the Securities and Exchange Commission.
/s/ Kenneth C. Schilling March 30, 2000
- ---------------------------------------
Kenneth C. Schilling, Attorney-in-Fact
21
23
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) AND (2), AND ITEM 14(d)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1999
NACCO INDUSTRIES, INC.
MAYFIELD HEIGHTS, OHIO
F-1
24
FORM 10-K
ITEM 14(a)(1) AND (2)
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of NACCO Industries,
Inc. and Subsidiaries are incorporated by reference in Item 8 beginning at page
40 of the 1999 Annual Report:
Consolidated Statements of Income and Comprehensive Income--Year ended
December 31, 1999, 1998 and 1997.
Consolidated Balance Sheets--December 31, 1999 and December 31, 1998.
Consolidated Statements of Cash Flows--Year ended December 31, 1999,
1998 and 1997.
Consolidated Statements of Stockholders' Equity--Year ended December
31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
NACCO Industries, Inc. Report of Management.
Report of Independent Public Accountants--Year ended December 31, 1999,
1998 and 1997.
The following consolidated financial statement schedules of NACCO
Industries, Inc. and Subsidiaries are included in Item 14(d):
Schedule I -- Condensed Financial Information of the Parent
Schedule II -- Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.
F-2
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of NACCO Industries, Inc.:
We have audited in accordance with auditing standards generally
accepted in the United States, the consolidated financial statements included in
NACCO Industries, Inc.'s annual report to stockholders, incorporated by
reference in this Form 10-K, and have issued our report thereon dated February
8, 2000. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedules listed in the index are the
responsibility of the Company's management and are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic consolidated financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP
Cleveland, Ohio
February 8, 2000
F-3
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SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY CONDENSED BALANCE SHEETS
Year ended December 31
------------------------------
1999 1998
-------- --------
(In millions)
Current assets $ 0.2 $ 0.6
Current intercompany accounts receivable, net 0.4 5.5
Other assets 0.4 0.2
Investment in subsidiaries
NMHG 468.7 451.0
Housewares 163.9 150.1
NACoal 23.2 15.1
Bellaire 0.5 0.7
-------- --------
656.3 616.9
Property, plant and equipment, net 1.2 1.6
Deferred income taxes 20.6 21.8
-------- --------
Total Assets $ 679.1 $ 646.6
======== ========
Current liabilities $ 8.5 $ 10.0
Reserve for future interest on UMWA obligation 55.3 57.1
Note payable to Bellaire 36.0 38.4
Notes payable to other subsidiaries 12.7 18.0
Deferred income taxes and other 4.4 4.8
Stockholders' equity 562.2 518.3
-------- --------
Total Liabilities and Stockholders' Equity $ 679.1 $ 646.6
======== ========
See Notes to Parent Company Financial Statements.
F-4
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SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY STATEMENTS OF INCOME
Year ended December 31
--------------------------------------------------
1999 1998 1997
------- -------- -------
(In millions)
Income (expense):
Intercompany interest expense $ (0.7) $ (1.0) $ (2.3)
Other - net (2.6) 0.9 1.9
------- -------- -------
(3.3) (0.1) (0.4)
Administrative and general expenses 8.9 10.5 8.4
------- -------- -------
Loss before income taxes (12.2) (10.6) (8.8)
Income tax benefit (4.6) (4.2) (3.4)
------- -------- -------
Net loss before equity in earnings of
subsidiaries (7.6) (6.4) (5.4)
Equity in earnings of subsidiaries 60.7 108.7 67.2
------- -------- -------
Net income $ 53.1 $ 102.3 $ 61.8
======= ======== =======
See Notes to Parent Company Financial Statements.
F-5
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SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY STATEMENTS OF CASH FLOWS
Year ended December 31
---------------------------
1999 1998 1997
------- ------- -------
OPERATING ACTIVITIES
Net income $ 53.1 $ 102.3 $ 61.8
Equity in earnings of subsidiaries (60.7) (108.7) (67.2)
------- ------- -------
Parent company only net loss (7.6) (6.4) (5.4)
Deferred income taxes 1.2 (0.6) (1.3)
Income taxes net of intercompany tax payments (1.4) (6.8) 6.0
Working capital changes (0.3) 3.4 (1.3)
Changes in current intercompany amounts 2.6 7.9 (1.8)
Changes in reserve for future interest on UMWA obligation (1.8) (2.1) (2.3)
Items of income or expense not requiring cash outlays 0.4 0.4 0.4
------- ------- -------
Net cash used for operating activities (6.9) (4.2) (5.7)
INVESTING ACTIVITIES
Dividends and advances received from subsidiaries 13.9 15.4 14.8
Notes payable to Bellaire (2.4) (0.8) (1.3)
Expenditures for equipment (0.1) (0.1) (0.1)
------- ------- -------
Net cash provided by investing activities 11.4 14.5 13.4
FINANCING ACTIVITIES
Cash dividends (7.0) (6.6) (6.3)
Purchases of treasury stock - (4.7) (2.8)
Treasury stock sales under stock option and
Directors' compensation plans - net 2.5 1.0 1.0
Other - net - - 0.1
------- ------- -------
Net cash used for financing activities (4.5) (10.3) (8.0)
------- ------- -------
CASH AND CASH EQUIVALENTS
Increase (decrease) for the period - - (0.3)
Balance at the beginning of the period - - 0.3
------- ------- -------
Balance at the end of the period $ - $ - $ -
======= ========= =======
See Notes to Parent Company Financial Statements.
F-6
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SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
The Notes to Consolidated Financial Statements, incorporated by reference
elsewhere in this Form 10-K, are hereby incorporated by reference into these
Notes to Parent Company Financial Statements.
NOTE A - LONG-TERM OBLIGATIONS AND GUARANTEES
NACCO Industries, Inc. ("NACCO" the parent company) is a holding company which
owns four operating subsidiaries. It is NACCO's policy not to guarantee the debt
of such subsidiaries.
NOTE B - CASH DIVIDENDS AND ADVANCES TO NACCO
Dividends received from the subsidiaries were $16.6 million in 1999, $22.6
million in 1998, and $37.7 million in 1997.
NOTE C - UNRESTRICTED CASH
The amount of unrestricted cash available to NACCO, included in Investment in
subsidiaries was $36.2 million at December 31, 1999.
F-7
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SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- ------------------------------------------------------------------------------------------------------------------------------------
COL A. COL B. COL C. COL D. COL E.
- ------------------------------------------------------------------------------------------------------------------------------------
Additions (D)
-------------------------
Balance at Charged to Charged to Balance at
Beginning of Costs and Other Accounts Deductions End of
Description Period Expenses --Describe --Describe Period
- ------------------------------------------------------------------------------------------------------------------------------------
(In millions)
1999
Reserves deducted from asset accounts:
Allowance for doubtful accounts $ 7.8 $ 2.2 $ 0.2(C) $ 2.8 (A) $ 7.4
Allowance for discounts,
adjustments and returns 7.8 23.1 - 21.6 (B) 9.3
Reserve for losses on inventory 21.5 8.6 (0.4)(C) 6.8 (A) 22.9
Valuation allowance against
deferred tax assets 6.7 1.2 - - 7.9
1998
Reserves deducted from asset accounts:
Allowance for doubtful accounts 6.3 2.5 0.1 (C) 1.1 (A) 7.8
Allowance for discounts,
adjustments and returns 7.8 17.4 - 17.4 (B) 7.8
Reserve for losses on inventory 15.8 7.2 0.5 (C) 2.0 (A) 21.5
Valuation allowance against
deferred tax assets 5.9 0.8 - - 6.7
1997
Reserves deducted from asset accounts:
Allowance for doubtful accounts 5.0 2.0 (0.1)(C) 0.6 (A) 6.3
Allowance for discounts,
adjustments and returns 7.5 16.7 - 16.4 (B) 7.8
Reserve for losses on inventory 16.1 9.8 (3.3)(C) 6.8 (A) 15.8
Valuation allowance against
deferred tax assets - 5.9 - - 5.9
Note (A) - Write-offs, net of recoveries.
Note (B) - Payments.
Note (C) - Subsidiary's foreign currency translation adjustments and other.
Note (D) - Balances which are not required to be presented and those which are
immaterial have been omitted.
F-8
31
EXHIBIT INDEX
(3) Articles of Incorporation and By-laws.
(i) Restated Certificate of Incorporation of the Company is
incorporated by reference to Exhibit 3(i) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
(ii) Restated By-laws of the Company are incorporated by reference to
Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, Commission File Number 1-9172.
(4) Instruments defining the rights of security holders, including indentures.
(i) The Company by this filing agrees, upon request, to file with the
Securities and Exchange Commission the instruments defining the rights of
holders of Long-Term debt of the Company and its subsidiaries where the total
amount of securities authorized thereunder does not exceed 10% of the total
assets of the Company and its subsidiaries on a consolidated basis.
(ii) The Mortgage and Security Agreement, dated April 8, 1976, between
The Falkirk Mining Company (as Mortgagor) and Cooperative Power Association and
United Power Association (collectively as Mortgagee) is incorporated by
reference to Exhibit 4(ii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, Commission File Number 1-9172.
(iii) Amendment No. 1 to the Mortgage and Security Agreement, dated as
of December 15, 1993, between Falkirk Mining Company (as Mortgagor) and
Cooperative Power Association and United Power Association (collectively as
Mortgagee) is incorporated by reference to Exhibit 4(iii) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
Commission File Number 1-9172.
(iv) Stockholders' Agreement, dated as of March 15, 1990, among the
signatories thereto, the Company and Ameritrust Company National Association, as
depository, is incorporated herein by reference to Exhibit 2 to the Schedule 13D
filed on March 29, 1990 with respect to the Class B Common Stock, par value
$1.00 per share, of NACCO Industries, Inc.
(v) Amendment to Stockholders' Agreement, dated as of April 6, 1990,
among the signatories thereto, the Company and Ameritrust Company National
Association, as depository, is incorporated herein by reference to Exhibit 4 to
Amendment No. 1 to the Schedule 13D filed on April 11, 1990 with respect to the
Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc.
(vi) Amendment to Stockholders' Agreement, dated as of April 6, 1990,
among the signatories thereto, the Company and Ameritrust Company National
Association, as depository, is incorporated herein by reference to Exhibit 5 to
Amendment No. 1 to the Schedule 13D filed on April 11, 1990 with respect to the
Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc.
(vii) Amendment to Stockholders' Agreement, dated as of November 17,
1990, among the signatories thereto, the Company and Ameritrust Company National
Association, as depository, is incorporated herein by reference to Amendment No.
2 to the Schedule 13D filed on March 18, 1991 with respect to the Class B Common
Stock, par value $1.00 per share, of NACCO Industries, Inc.
(viii) Amendment to Stockholders' Agreement, dated November 14, 1996,
adding CTR Family Associates, L.P. as a Participating Stockholder, among the
signatories thereto, the Company, and Key Bank, N.A. (successor to Ameritrust
Company National Association), as depository, is incorporated herein by
reference to Amendment No. 3 to the Schedule 13D filed on November 26, 1996,
with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc.
(ix) Amendment to Stockholders' Agreement, dated as of November 14,
1996, adding Rankin Mangement, Inc. as a Participating Stockholder, among the
signatories thereto, the Company, and Key Bank, N.A. (successor to Ameritrust
Company National Association), as depository, is incorporated herein by
reference to Amendment No. 3 to the Schedule 13D filed on November 26, 1996,
with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc.
(x) Amendment to Stockholders' Agreement, dated as of April 9, 1998, by
and among KeyCorp Shareholder Services, Inc., the Company, the Participating
Stockholders (as defined therein) and the New Participating Stockholders (as
defined therein) is incorporated by reference to Amendment No. 6 to the Schedule
13D filed on March 25, 1999, with respect to the Class B Common Stock, par value
$1.00 per share, of NACCO Industries, Inc.
(xi) Amendment to Stockholders' Agreement, dated as of December 26,
1998, by and among KeyCorp Shareholder Services, Inc., the Company, the
Participating Stockholders (as defined therein) and the New Participating
Stockholders (as defined therein) is incorporated by reference to Amendment No.
6 to the Schedule 13D filed on March 25, 1999, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc.
X-1
32
(xii) Amendment to Stockholders' Agreement, dated as of November 30,
1999, by and among First Chicago Trust Company of New York, the Company and the
Participating Stockholders (as defined therein) is incorporated by reference to
Amendment No. 7 to the Schedule 13D filed on March 30, 2000, with respect to the
Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc.
(xiii) Amendment to Stockholders' Agreement, dated as of November 30,
1999, by and among First Chicago Trust Company of New York, the Company and the
Participating Stockholders (as defined therein) is incorporated by reference to
Amendment No. 7 to the Schedule 13D filed on March 30, 2000, with respect to the
Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc.
(xiv) Amendment to Stockholders' Agreement, dated as of March 30, 2000,
by and among First Chicago Trust Company of New York, the Company, the
Participating Stockholders (as defined therein) and the New Participating
Stockholders (as defined therein) is incorporated by reference to Amendment No.
7 to the Schedule 13D filed on March 30, 2000, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc.
(10) Material contracts.
*(i) The NACCO Industries, Inc. 1975 Stock Option Plan (as amended and
restated as of July 17, 1986) is incorporated herein by reference to Exhibit
10(i) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission File Number 1-9172.
*(ii) Form of Incentive Stock Option Agreement for incentive stock
options granted before 1987 under The NACCO Industries, Inc. 1975 Stock Option
Plan (as amended and restated as of July 17, 1986) is incorporated herein by
reference to Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, Commission File Number 1-9172.
*(iii) Form of Incentive Stock Option Agreement for incentive stock
options granted after 1986 under The NACCO Industries, Inc. 1975 Stock Option
Plan (as amended and restated as of July 17, 1986) is incorporated herein by
reference to Exhibit 10(iii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, Commission File Number 1-9172.
*(iv) Form of Non-Qualified Stock Option Agreement under The NACCO
Industries, Inc., 1975 Stock Option Plan (as amended and restated as of July 17,
1986) is incorporated herein by reference to Exhibit 10(iv) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991,
Commission File Number 1-9172.
*(v) The NACCO Industries, Inc. 1981 Stock Option Plan (as amended and
restated as of July 17, 1986) is incorporated herein by reference to Exhibit
10(v) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission File Number 1-9172.
*(vi) Form of Non-Qualified Stock Option Agreement under The NACCO
Industries, Inc. 1981 Stock Option Plan (as amended and restated as of July 17,
1986) is incorporated herein by reference to Exhibit 10(vi) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991,
Commission File Number 1-9172.
*(vii) Form of Incentive Stock Option Agreement for incentive stock
options granted before 1987 under The NACCO Industries, Inc. 1981 Stock Option
Plan (as amended and restated as of July 17, 1986) is incorporated herein by
reference to Exhibit 10(vii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, Commission File Number 1-9172.
*(viii) Form of Incentive Stock Option Agreement for incentive stock
options granted after 1986 under The NACCO Industries, Inc. 1981 Stock Option
Plan (as amended and restated as of July 17, 1986) is incorporated herein by
reference to Exhibit 10(viii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, Commission File Number 1-9172.
*(ix) The Retirement Benefit Plan for Alfred M. Rankin, Jr., effective
as of January 1, 1994 is incorporated herein by reference to Exhibit 10 (ix) to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, Commission File Number 1-9172.
*(x) Amendment No. 1, dated as of March 15, 1995, to the Retirement
Benefit Plan for Alfred M. Rankin, Jr. is incorporated herein by reference to
Exhibit 10 (x) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, Commission File Number 1-9172.
*(xi) Instrument of Adoption and Merger for NACCO Industries, Inc. for
the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and
Restated Effective October 1, 1994) dated December 30, 1994, is incorporated
herein by reference to Exhibit 10(xxii) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, Commission File Number 1-9172.
X-2
33
*(xii) Instrument of Withdrawal and Transfer of Liabilities from The
North American Coal Corporation Deferred Compensation Plan for Management
Employees, effective as of December 31, 1994, is incorporated herein by
reference to Exhibit 10(xxiii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, Commission File Number 1-9172.
*(xiii) NACCO Industries, Inc. Annual Incentive Compensation Plan,
effective as of January 1, 1999, is incorporated herein by reference to as
Exhibit 10(xx) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, Commission File Number 1-9172.
*(xiv) NACCO Industries, Inc. Supplemental Annual Incentive
Compensation Plan, effective as of January 1, 1996, is incorporated herein by
reference to Exhibit 10(xiv) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, Commission File Number 1-9172.
*(xv) NACCO Industries, Inc. Executive Long-Term Incentive Compensation
Plan, amended and restated as of January 1, 1996, is attached incorporated
herein by reference to Exhibit 10(xv) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, Commission File Number 1-9172.
(xvi) Assumption Agreement, made as of December 20, 1991, between the
Company and Citicorp North America, Inc., as agent is incorporated herein by
reference to Exhibit 10(xciii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, Commission File Number 1-9172.
(xvii) Intentionally left blank.
*(xviii) NACCO Industries, Inc. Non-Employee Directors' Equity
Compensation Plan, effective January 1, 1992, is incorporated by reference to
Exhibit 10(cxi) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, Commission File Number 1-9172.
*(xix) Amendment No. 2, dated June 30, 1995, to the Retirement Benefit
Plan for Alfred M. Rankin, Jr. (as amended and restated effective January 1,
1994) is incorporated herein by reference to Exhibit 10 (clxxi) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, Commission
File Number 1-9172.
*(xx) NACCO Industries, Inc. Annual Incentive Compensation Plan,
effective as of January 1, 2000, is attached hereto as Exhibit 10(xx).
*(xxi) Amendment No. 3, dated as of September 13, 1999, to the
Retirement Benefit Plan for Alfred M. Rankin, Jr. (as amended and restated
effective January 1, 1994) is attached hereto as Exhibit 10(xxi).
(xxii) - (xxx) Intentionally left blank.
*(xxxi) The North American Coal Annual Incentive Plan, effective as of
January 1, 1999, is incorporated herein by reference to Exhibit 10(xlv) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1998,
Commission File Number 1-9172.
*(xxxii) Instrument of Merger, Amendment and Transfer of Sponsorship of
Benefit Plans, effective as of August 31, 1994, is incorporated herein by
reference to Exhibit 10(xxviii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, Commission File Number 1-9172.
(xxxiii) Credit Agreement, dated as of September 27, 1991, among The
North American Coal Corporation, Citibank, N.A., Ameritrust Company National
Association and Morgan Guaranty Trust Company of New York, as agent is
incorporated herein by reference to Exhibit 10(xcii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File
Number 1-9172.
(xxxiv) Subordination Agreement, dated September 27, 1991, among The
North American Coal Corporation, the Company and Morgan Guaranty Trust Company
of New York, as agent, is incorporated herein by reference to Exhibit 10(xciv)
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1991, Commission File Number 1-9172.
*(xxxv) The North American Coal Corporation Value Appreciation Plan, as
amended on March 11, 1992, is incorporated herein by reference to Exhibit
10(xcviii) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission File Number 1-9172.
*(xxxvi) Amendment No. 1 to The North American Coal Corporation Value
Appreciation Plan, dated as of December 14, 1994, is incorporated herein by
reference to Exhibit 10(xcix) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, Commission File Number 1-9172.
(xxxvii) Intentionally left blank.
(xxxviii) Amendment No. 1 to the Credit Agreement, dated as of July 28,
1993, among The North American Coal Corporation and the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10(cxxxxiii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File
Number 1-9172.
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(xxxix) Amendment No. 2 to the Credit Agreement, dated as of September,
1995, among The North American Coal Corporation and the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10 (xxxix) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File
Number 1-9172.
*(xl) The North American Coal Corporation Supplemental Retirement
Benefit Plan, as amended and restated effective September 1, 1994, is
incorporated by reference to Exhibit 10 (clxv) to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1994, Commission File Number 1-
9172.
*(xli) The North American Coal Corporation Deferred Compensation Plan
for Management Employees (as amended and restated effective January 1, 1996), is
incorporated herein by reference to Exhibit 10(xli) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File
Number 1-9172.
*(xlii) Amendment No. 1, dated December 1, 1995, to The North American
Coal Corporation Supplemental Retirement Benefit Plan (as amended and restated
effective September 1, 1994), effective as of December 31, 1994, is incorporated
herein by reference to Exhibit 10 (xlii) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, Commission File Number 1-9172.
(xliii) Amendment No. 3 to the Credit Agreement, dated as of September
16, 1996, among The North American Coal Corporation and the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10(xliii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, Commission File
Number 1-9172.
*(xliv) Intentionally left blank.
*(xlv) The North American Coal Annual Incentive Plan, effective as of
January 1, 2000, is attached hereto as Exhibit 10(xlv).
(xlvi) Waiver Agreement, dated November 15, 1996, by and among Morgan
Guaranty Trust Company, Citibank, N.A., Wells Fargo (Texas), N.A., Key Bank
National Association and The North American Coal Corporation is incorporated
herein by reference to Exhibit 10(xlvi) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, Commission File Number 1-9172.
(xlvii) Amendment No. 4 to the Credit Agreement, dated as of July 29,
1997, among The North American Coal Corporation, the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10(xlvii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, Commission File
Number 1-9172.
(xlviii) Assignment and Assumption Agreement, dated as of August 22,
1997, among The North American Coal Corporation, the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10(xlviii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, Commission File
Number 1-9172.
*(xlix) The North American Coal Corporation Deferred Compensation Plan
for Management Employees, dated December 29, 1998 (as amended and restated
effective January 1, 1999) is incorporated herein by reference to Exhibit
10(xlix) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, Commission File Number 1-9172.
*(l) Amendment No. 2, dated October 1, 1998, to The North American Coal
Corporation Supplemental Retirement Benefit Plan (as amended and restated
effective September 1, 1994), effective as of July 15, 1998, is incorporated
herein by reference to Exhibit 10(l) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, Commission File Number 1-9172.
*(li) Amendment No. 3, dated October 30, 1998, to The North American
Coal Corporation Supplemental Retirement Benefit Plan (as amended and restated
effective September 1, 1994), effective as of July 15, 1998, is incorporated
herein by reference to Exhibit 10(li) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998, Commission File Number 1-9172.
*(lii) Amendment No. 4, dated December 8, 1999, to The North American
Coal Corporation Supplemental Retirement Benefit Plan (as amended and restated
effective September 1, 1994), effective as of January 1, 2000, is attached
hereto as Exhibit 10(lii).
(liii) Intentionally left blank.
*(liv) Amendment No. 1 to the Hyster-Yale Materials Handling, Inc.
Long-Term Incentive Compensation Plan, effective as of January 1, 1994, is
incorporated herein by reference to Exhibit 10(lxxxviii) to the Hyster-Yale
Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
Commission File Number 33-28812.
X-4
35
(lv) Agreement and Plan of Merger, dated as of April 7, 1989, among
NACCO Industries, Inc., Yale Materials Handling Corporation, Acquisition I, Esco
Corporation, Hyster Company and Newesco, is incorporated herein by reference to
Exhibit 2.1 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on
Form S-1 filed May 17, 1989 (Registration Statement Number 33-28812).
(lvi) Agreement and Plan of Merger, dated as of April 7, 1989, among
NACCO Industries, Inc., Yale Materials Handling Corporation, Acquisition II,
Hyster Company and Newesco, is incorporated herein by reference to Exhibit 2.2
to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1
filed May 17, 1989 (Registration Statement Number 33-28812).
(lvii) Intentionally left blank.
*(lviii) NACCO Materials Handling Group, Inc. Annual Incentive
Compensation Plan for 1999 is incorporated herein by reference to Exhibit
10(lxiii) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, Commission File Number 1-9172.
*(lix) Hyster-Yale Materials Handling, Inc. Long-Term Incentive
Compensation Plan, dated as of January 1, 1990, is incorporated herein by
reference to Exhibit 10(lxxxix) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990, Commission File Number 1-9172.
(lx) Intentionally left blank.
(lxi) Agreement and Plan of Merger, dated as of December 20, 1993,
between Hyster Company, an Oregon corporation, and Hyster Company, a Delaware
corporation, is incorporated herein by reference to Exhibit 10(lxxviii) to
Hyster-Yale Annual Report on Form 10-K for the fiscal year ended December 31,
1993, Commission File Number 33-28812.
*(lxii) Agreement and Plan of Merger, dated as of December 20, 1993,
between Yale Materials Handling Corporation, a Delaware corporation, Hyster
Company, a Delaware corporation, and Hyster-Yale Materials Handling, Inc., a
Delaware corporation, is incorporated herein by reference to Exhibit 10(lxxix)
to Hyster-Yale Annual Report on Form 10-K for the fiscal year ended December 31,
1993, Commission File Number 33-28812.
*(lxiii) NACCO Materials Handling Group, Inc. Annual Incentive Plan,
effective as of January 1, 2000, is attached hereto as Exhibit 10(lxiii).
(lxiv) - (lxvi) Intentionally left blank.
*(lxvii) Amendment No. 2, effective as of December 31, 1993, to the
Hyster-Yale Materials Handling, Inc. Long-Term Incentive Compensation Plan is
incorporated herein by reference to Exhibit 10 (lxxxxiii) of the Hyster-Yale
Annual Report on Form 10-K for the fiscal year ended December 31, 1993,
Commission File Number 33-28812.
*(lxviii) Amendment No. 3, effective as of January 1, 1994, to the
Hyster-Yale Materials Handling, Inc. Long-Term Incentive Compensation Plan is
incorporated herein by reference to Exhibit 10 (lxxxxv) to the Hyster-Yale
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, Commission
File Number 33-28812.
(lxix) Amendment, dated as of January 1, 1994, to the Third Amendment
and Restated Operating Agreement dated as of November 7, 1991, between NACCO
Materials Handling Group and AT&T Commercial Finance Corporation is incorporated
herein by reference to Exhibit 10(c) to the Hyster-Yale Quarterly Report on Form
10-Q for the quarter ended September 30, 1994, Commission File Number 33-28812.
*(lxx) The Yale Materials Handling Corporation Deferred Incentive
Compensation Plan (also known as The Yale Materials Handling Corporation
Short-Term Incentive Compensation Deferral Plan), dated March 1, 1984, is
incorporated herein by reference to Exhibit 10(lxxi) to the Hyster-Yale Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File
Number 33-28812.
(lxxi) Intentionally left blank.
(lxxii) Credit Agreement between NACCO Materials Handling Group, Inc.
and Morgan Guaranty Trust company of New York, as Agent, and the other banks
listed thereto, dated February 28, 1995, is incorporated by reference herein to
Exhibit 10(lxxxvii) of the Hyster-Yale Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, Commission File Number 33-28812.
(lxxiii) Intentionally left blank.
*(lxxiv) The NACCO Materials Handling Group, Inc. Unfunded Benefit Plan
(as amended and restated effective as of January 1, 1999) is incorporated herein
by reference to Exhibit 10(lxxiv) the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, Commission File Number 1-9172.
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36
(lxxv) Amended and Restated Credit Agreement, dated as of June 4, 1996,
among NACCO Materials Handling Group, Inc., the Banks party thereto, the
Co-Arrangers and Co-Agents listed on the signature page thereto and Morgan
Guaranty Trust Company of New York, as Agent, is incorporated by reference to
Exhibit 10(lxxv) to the Company's Quarterly Statement on Form 10-Q for the
quarter ended June 30, 1996, Commission File Number 1-9172.
(lxxvi) Amendment, dated as of December 16, 1996, to the Amended and
Restated Credit Agreement dated as of June 4, 1996 among NACCO Materials
Handling Group, Inc., the Banks party thereto, the Co-Arrangers and Co-Agents
listed on the signature page thereto and Morgan Guaranty Trust Company of New
York, as Agent, is incorporated herein by reference to Exhibit 10(lxxxvi) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996, Commission File Number 1-9172.
(lxxvii) Amendment No. 2, dated as of March 26, 1997, to the Amended
and Restated Credit Agreement dated as of June 4, 1996 among NACCO Materials
Handling Group, Inc., the Banks party thereto, the Co-arrangers and Co-agents
listed on the signature page thereto and Morgan Guaranty Trust Company of New
York, as Agent, is incorporated herein by reference to Exhibit 10(lxxviii) to
the Company's Quarterly Statement on Form 10-Q for the quarter ended March 31,
1997, Commission File Number 1-9172.
(lxxviii) Amendment No. 3, dated as of May 19, 1997, to the Amended and
Restated Credit Agreement dated as of June 4, 1996 among NACCO Materials
Handling Group, Inc., the Banks party thereto, the Co-arrangers and Co-agents
listed on the signature page thereto and Morgan Guaranty Trust Company of New
York, as Agent, is incorporated herein by reference to Exhibit 10(lxxviii) to
the Company's Quarterly Statement on Form 10-Q for the quarter ended June 30,
1997, Commission File Number 1-9172.
*(lxxix) Amendment No. 1, dated as of June 5, 1999, to the The NACCO
Materials Handling Group, Inc. Unfunded Benefit Plan (as amended and restated
effective as of January 1, 1999) is attached hereto as Exhibit 10(lxxix).
*(lxxx) Amendment No. 2, dated as of October 8, 1999, to the The NACCO
Materials Handling Group, Inc. Unfunded Benefit Plan (as amended and restated
effective as of January 1, 1999) is attached hereto as Exhibit 10(lxxx).
*(lxxxi) Amendment No. 3, dated as of August 27, 1999, to the The NACCO
Materials Handling Group, Inc. Unfunded Benefit Plan (as amended and restated
effective as of January 1, 1999) is attached hereto as Exhibit 10(lxxxi).
*(lxxxii) Amendment No. 4, dated as of September 24, 1999, to the The
NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (as amended and
restated effective as of January 1, 1999) is attached hereto as Exhibit
10(lxxxii).
*(lxxxiii) Amendment No. 4, dated as of October 8,1999, to the NACCO
Materials Handling Group, Inc. Long-Term Incentive Compensation Plan is attached
hereto as Exhibit (lxxxiii).
*(lxxxiv) Amendment No. 5, dated as of December 20,1999, to the NACCO
Materials Handling Group, Inc. Long-Term Incentive Compensation Plan is attached
hereto as Exhibit (lxxxiv).
(lxxxv) Intentionally left blank.
(lxxxvi) Agreement of Merger, dated as of January 20, 1988, among NACCO
Industries, Inc., Housewares Holding Company, WE-PS Merger, Inc. and
WearEver-ProctorSilex, Inc., is incorporated herein by reference to pages 8
through 97 of Exhibit 2 to the Company's Current Report on Form 8-K, dated
February 1, 1988, Commission File Number 1-9172.
(lxxxvii) Shareholders Agreement, dated January 20, 1988, among NACCO
Industries, Inc. and the shareholders named therein is incorporated herein by
reference to pages 98 through 108 of Exhibit 2 to the Company's Current Report
on Form 8-K, dated February 1, 1988, Commission File Number 1-9172.
(lxxxviii) Intentionally left blank.
*(lxxxix) The Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan
(As Amended and Restated Effective January 1, 1999) is incorporated herein by
reference to Exhibit 10(lxxxix) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, Commission File Number 1-9172.
*(xc) Amendment No. 1, dated as of December 22, 1999, to the Hamilton
Beach/Proctor-Silex, Inc. Unfunded Benefit Plan (As Amended and Restated
Effective January 1, 1999) is attached hereto as Exhibit 10(xc).
(xci) Intentionally left blank.
(xcii) Pledge Agreement re: 66% Pledge of PSC Stock, dated as of
October 11, 1990, between Hamilton Beach/Proctor-Silex and The Chase Manhattan
Bank (National Association) is incorporated herein by reference to
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37
Exhibit 10(cx) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission File Number 1-9172.
(xciii) Pledge Agreement re: 66% Pledge of PSM Stock, dated as of
October 11, 1990, between Hamilton Beach/Proctor-Silex and The Chase Manhattan
Bank (National Association) is incorporated herein by reference to Exhibit
10(cxi) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, Commission File Number 1-9172.
(xciv) Pledge Agreement re: 34% pledge of PSC Stock, dated as of
October 11, 1990, between Hamilton Beach/Proctor-Silex and The Chase Manhattan
Bank (National Association) is incorporated herein by reference to Exhibit
10(cxii) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, Commission File Number 1-9172.
(xcv) Pledge Agreement re: 33.2% Pledge of PSM Stock, dated as of
October 11, 1990, between Hamilton Beach/Proctor Silex and The Chase Manhattan
Bank (National Association) is incorporated herein by reference to Exhibit
10(cxiii) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, Commission File Number 1-9172.
(xcvi) Pledge Agreement, dated as of October 11, 1990, between
Housewares Holding Company and The Chase Manhattan Bank (National Association)
is incorporated herein by reference to Exhibit 10(cxiv) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File
Number 1-9172.
(xcvii) Pledge Agreement, dated as of October 11, 1990, between HB-PS
Holding Company, Inc. and The Chase Manhattan Bank (National Association) is
incorporated herein by reference to Exhibit 10(cxv) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File
Number 1-9172.
(xcviii) Security Agreement, dated as of October 11, 1990, between
Hamilton Beach/Proctor-Silex and The Chase Manhattan Bank (National
Association), as the United States agent, is incorporated herein by reference to
Exhibit 10(cxvi) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission File Number 1-9172.
(xcix) Collateral Assignment of Patents and Trademarks and Security
Agreement, dated as of October 11, 1990, between Hamilton Beach/Proctor-Silex
and The Chase Manhattan Bank (National Association), as the United States agent,
is incorporated herein by reference to Exhibit 10(cxvii) to the Company s Annual
Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File
Number 1-9172.
(c) NACCO Supplemental Agreement, dated as of October 11, 1990, between
NACCO and The Chase Manhattan Bank (National Association), as the United States
agent, is incorporated herein by reference to Exhibit 10(cxviii) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1990, Commission File Number 1-9172.
(ci) Housewares Supplemental Agreement, dated as of October 11, 1990,
between Housewares Holding Company and The Chase Manhattan Bank (National
Association), as the United States agent, is incorporated herein by reference to
Exhibit 10(cxix) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission File Number 1-9172.
(cii) Holdings Supplemental Agreement, dated as of October 11, 1990,
between HB-PS Holding Company, Inc. and The Chase Manhattan Bank (National
Association), as the United States agent, is incorporated herein by reference to
Exhibit 10(cxx) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31,1990, Commission File Number 1-9172.
(ciii) Override Agreement, dated as of October 11, 1990, among the
Company, Housewares Holding Company, Glen Dimplex, Precis [521] Ltd., Glen
Electric, Ltd. and The Chase Manhattan Bank (National Association), as the
United States agent, is incorporated herein by reference to Exhibit 10(cxxi) to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1990, Commission File Number 1-9172.
(civ) General Security Agreement, dated as of October 11, 1990, by
Proctor-Silex Canada to and in favor of The Chase Manhattan Bank of Canada, as
the Canadian agent, is incorporated herein by reference to Exhibit 10(cxxii) to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1990, Commission File Number 1-9172.
*(cv) The Hamilton Beach/Proctor-Silex, Inc. 1999 Annual Incentive
Compensation Plan is incorporated herein by reference to Exhibit 10(cxx) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998, Commission File Number 1-9172.
*(cvi) Hamilton Beach/Proctor-Silex, Inc. Long-Term Incentive
Compensation Plan, effective January 1, 1993, is incorporated by reference to
Exhibit 10(cxxiv) to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, Commission File Number 1-9172.
X-7
38
(cvii) First Amendment to the Housewares Supplemental Agreement, dated
as of March 1, 1991, between Housewares Holding Company and The Chase Manhattan
Bank (National Association), as the United States agent, is incorporated herein
by reference to Exhibit 10(cxxv) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990, Commission File Number 1-9172.
(cviii) First Amendment to the Holdings Supplemental Agreement, dated
as of March 1, 1991, between HB-PS Holding Company and The Chase Manhattan Bank
(National Association), as the United States agent, is incorporated herein by
reference to Exhibit 10(cxxvi) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990, Commission File Number 1-9172.
(cvix) Consent and Authorization with reference made to the Credit
Agreement dated October 11, 1990, as amended among Hamilton Beach/Proctor-Silex,
Inc., Proctor-Silex Canada, Inc., Proctor-Silex S.A. de C.V., the banks named on
the signatory pages and The Chase Manhattan Bank is incorporated herein by
reference to Exhibit (cxxxvii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, Commission File Number 1-9172.
(cx) Amended and Restated Credit Agreement, dated as of May 10, 1994
among Hamilton Beach/Proctor-Silex, Inc., Proctor-Silex Canada, Inc.,
Proctor-Silex S.A. DE C.V., the banks named on the signatory pages and the Chase
Manhattan Bank is incorporated herein by reference to as Exhibit 10 (cxxxviii)
to the NACCO Industries, Inc. Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994, Commission File Number 1-9172.
(cxi) Confirmation Agreement, dated May 10, 1994, among Hamilton
Beach/Proctor-Silex, Inc., Housewares Holding Company, Precis [521] Ltd., HB-PS
Holding Company, Glen Dimplex, Glen Electric, Ltd., the banks named on the
signatory pages, the Chase Manhattan Bank and the Chase Manhattan Bank of Canada
is incorporated herein by reference to Exhibit 10 (cxxix) to the NACCO
Industries, Inc. Quarterly Report on Form 10-Q for the quarter ended on June 30,
1994, Commission File Number 1-9172.
(cxii) First Amendment to the NACCO Supplemental Agreement, dated as of
March 1, 1991, between the Company and The Chase Manhattan Bank (National
Association), as the United States agent, is incorporated herein by reference to
Exhibit 10(cxxi) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission File Number 1-9172.
(cxiii) Waiver Agreement, dated January 16, 1996, among Hamilton
Beach/Proctor-Silex, Inc., Proctor-Silex Canada, Inc., Proctor-Silex S.A. de
C.V. the banks named on the signatory pages and Chase Manhattan Bank is
incorporated herein by reference to Exhibit 10 (cxiii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File
Number 1-9172.
(cxiv) Amended and Restated Credit Agreement, dated as of April 18,
1995, among Hamilton Beach/Proctor-Silex, Inc., Proctor- Silex, Inc.,
Proctor-Silex S.A. de C.V., the banks named on the signatory pages and The Chase
Manhattan Bank is incorporated herein by reference to Exhibit 10(cxiv) to the
Company's Annual Report on From 10-K for the fiscal year ended December 31,
1995, Commission File Number 1-9172.
(cxv) Amendment No. 1, dated as of March 29, 1996, to the Second
Amended and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.
Proctor-Silex Canada, Inc., Proctor-Silex S.A de C.V., as Borrowers, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as U.S. Agent, and The
Chase Manhattan Bank of Canada, as Canadian Agent, is incorporated by reference
herein to Exhibit 10 (xvii) on the Company's Quarterly Statement on Form 10-Q
for the quarter ended June 30, 1996, Commission File Number 1-9172.
(cxvi) Amendment No. 2, dated as of October 4, 1996, to the Second
Amended and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.,
Proctor-Silex Canada, Inc., Proctor-Silex S.A. de C.V., as Borrowers, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as U.S. Agent, and The
Chase Manhattan Bank of Canada, as Canadian Agent, is incorporated herein by
reference to Exhibit 10(cxviii) to the Company's Quarterly Statement for the
quarter ended September 30, 1996, Commission File Number 1-9172.
(cxvii) Amendment No. 3, dated as of April 14, 1997, to the Second
Amended and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.,
Proctor-Silex Canada, Inc., Proctor-Silex S.A. de C.V., as Borrowers, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as U.S. Agent, and The
Chase Manhattan Bank of Canada, as Canadian Agent, is incorporated herein by
reference to Exhibit 10(cxviii) to the Company's Quarterly Statement for the
quarter ended June 30, 1997, Commission File Number 1-9172.
(cxviii) Pledge Agreement, dated as of November 30, 1995, between
Hamilton Beach/Proctor-Silex and The Chase Manhattan Bank (National
Association), is incorporated herein by reference to Exhibit 10(cxviii) to the
Company's Annual Report on From 10-K for the fiscal year ended December 31,
1997, Commission File Number 1-9172.
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39
(cxix) Pledge Agreement re: 66% of PST Stock, dated as of November 30,
1995, between HB/PS El Paso, Inc. and The Chase Manhattan Bank (National
Association), is incorporated herein by reference to Exhibit 10(cxix) to the
Company's Annual Report on From 10-K for the fiscal year ended December 31,
1997, Commission File Number 1-9172.
*(cxx) The Hamilton Beach/Proctor-Silex, Inc. 2000 Annual Incentive
Plan is attached hereto as Exhibit 10 (cxx).
(cxxi) Amendment No. 4, dated as of April 22, 1998, to the Second
Amended and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.,
Proctor-Silex Canada, Inc., Proctor-Silex S.A. de C.V., as Obligors, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as U.S. Agent, and The
Chase Manhattan Bank of Canada, as Canadian Agent, is incorporated herein by
reference to Exhibit 10(cxxi) to the Company's Quarterly Statement for the
quarter ended March 31, 1998, Commission File Number 1-9172.
(cxxii) Amendment No. 5, dated as of June 10, 1998, to the Second
Amended and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.,
Proctor-Silex Canada, Inc., Proctor-Silex S.A. de C.V., as Obligors, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as U.S. Agent, and The
Chase Manhattan Bank of Canada, as Canadian Agent, is incorporated herein by
reference to Exhibit 10(cxxii) to the Company's Quarterly Statement for the
quarter ended June 30, 1998, Commission File Number 1-9172.
(cxxiii) Amendment No. 6, dated as of December 8, 1998, to the Second
Amended and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.,
Proctor-Silex Canada, Inc., Proctor-Silex S.A. de C.V., as Obligors, the Banks
signatory thereto and The Chase Manhattan Bank (successor by merger to The Chase
Manhattan Bank, N.A.)(the Existing U.S. Agent), KeyBank National Association
(the Successor U.S. Agent), The Chase Manhattan Bank of Canada(the Existing
Canadian Agent) and The Bank of Nova Scotia (the Successor Canadian Agent), is
incorporated herein by reference to Exhibit 10(cxxiii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998, Commission File
Number 1-9172
*(cxxiv) Amendment No. 1, dated December 12, 1999, to the Hamilton
Beach/Proctor-Silex, Inc. Long-Term Incentive Compensation Plan is attached
hereto as Exhibit 10(cxxiv).
(13) Portions of the Company's 1999 Annual Report to security holders that
are incorporated by reference into this Form 10-K are attached hereto
as Exhibit 13.
(21) Subsidiaries. A list of the subsidiaries of the Company is attached
hereto as Exhibit 21.
(23) Consents of experts and counsel.
(i) The consent of Arthur Andersen LLP, independent accountant, is
attached hereto as Exhibit 23(i).
(24) Powers of Attorney.
(i) A copy of a power of attorney for Owsley Brown II is attached hereto
as Exhibit 24(i).
(ii) A copy of a power of attorney for Robert M. Gates is attached hereto
as Exhibit 24(ii).
(iii) A copy of a power of attorney for Leon J. Hendrix, Jr. is attached
hereto as Exhibit 24(iii).
(iv) A copy of a power of attorney for David H. Hoag is attached hereto
as Exhibit 24 (iv).
(v) A copy of a power of attorney for Dennis W. LaBarre is attached
hereto as Exhibit 24(v).
(vi) A copy of a power of attorney for Richard de J. Osborne is attached
hereto as Exhibit 24(vi).
(vii) A copy of a power of attorney for Ian M. Ross is attached hereto as
Exhibit 24 (vii).
(viii) A copy of a power of attorney for John C. Sawhill is attached
hereto as Exhibit 24(viii).
(ix) A copy of a power of attorney for Britton T. Taplin is attached
hereto as Exhibit 24 (ix).
(x) A copy of a power of attorney for David F. Taplin is attached hereto
as Exhibit 24 (x).
(xi) A copy of a power of attorney for John F. Turben is attached hereto
as Exhibit 24(xi).
(27) Financial Data Schedules -- filed electronically for SEC information
purposes only.
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40
(99) Other exhibits not required to otherwise be filed.**
(i) Unaudited Consolidating Statement of Income and Comprehensive Income
of NACCO Industries, Inc. for the Year Ended December 31, 1999 is
attached hereto as Exhibit 99(i).
(ii) Unaudited Consolidating Balance Sheet of NACCO Industries, Inc. as
of December 31, 1999 is attached hereto as Exhibit 99(ii).
(iii) Unaudited Consolidating Statement of Cash Flows of NACCO Industries,
Inc. for the Year Ended December 31, 1999 is attached hereto as
Exhibit 99(iii).
(iv) Unaudited Consolidating Statement of Stockholders' Equity for the
Year Ended December 31, 1999 is attached hereto as Exhibit 99 (iv).
*Management contract or compensation plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of this Annual Report on Form 10-K.
**Consolidating Financial Statements of NACCO Industries, Inc. are not
required disclosures and are included only for informational purposes. These
statements have not been audited by independent public accountants and are
presented only for purposes of additional analysis and not as a presentation of
the financial results or position of each component of the consolidated group,
and should be read accordingly.
X-10