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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, 2000 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 28, 2001:
$334,241,024
Number of shares of Class A Common Stock outstanding at February 28, 2001:
6,550,082
Number of shares of Class B Common Stock outstanding at February 28, 2001:
1,641,637
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Company's 2000 Annual Report are incorporated herein by
reference in Part I and Part II; and
(2) Portions of the Company's Proxy Statement for its 2001 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
whose four principal operating subsidiaries function in three distinct
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
providers. NACoal also provides dragline mining services for a limerock quarry
near Miami, Florida. NACoal accounted for 10% and 27% of NACCO's revenues and
operating profits, respectively, in 2000.
(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, through
NMHG Wholesale and NMHG Retail, designs, engineers, manufactures, sells and
services a full line of lift trucks and service parts marketed worldwide under
the Hyster(R) and Yale(R) brand names. NMHG Wholesale includes the manufacture
and sale of lift trucks and related service parts, primarily to independent and
wholly owned Hyster and Yale retail dealerships. NMHG Retail includes the sale,
leasing and service of Hyster and Yale lift trucks and related service parts by
wholly owned retail dealerships. NMHG Wholesale accounted for 61% and 73% of
NACCO's revenues and operating profits, respectively, in 2000. NMHG Retail,
including the elimination of intercompany transactions, accounted for 7% of
NACCO's revenues and reduced operating profits by 13% in 2000.
(c) NACCO Housewares Group. NACCO Housewares Group ("Housewares") consists
of two of the Company's wholly owned subsidiaries: Hamilton BeachoProctor-Silex,
Inc. ("HB-PS"), a leading manufacturer and marketer 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 22% and 23% of NACCO's revenues and operating profits,
respectively, in 2000.
Additional information relating to financial and operating data on a segment
basis (including NACCO and Other, which reduced operating profits by 10% in
2000) is set forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's 2000 Annual
Report (the "2000 Annual Report") and in Note 20 to the Consolidated Financial
Statements in the 2000 Annual Report, which portions of the 2000 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. As of February 28, 2001, the Company and its subsidiaries had
approximately 17,200 employees.
SIGNIFICANT EVENTS
In September 1997, Phillips Coal Company and NACoal formed Mississippi
Lignite Mining Company, a joint venture (75% owned by Phillips Coal Company 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. Development of
the Red Hills Mine began in 1998 and has continued through 2000. Delivery of
lignite to the Red Hills Mine's customer is expected to begin gradually during
the first half of 2001. The customer's power plant is expected to be fully
operational by mid-2001. On October 11, 2000, NACoal acquired certain assets
from Phillips Coal Company, including its 75% joint venture interest in
Mississippi Lignite Mining Company, its 50% joint venture interest in Red River
Mining Company and the related lignite reserves under committed contracts at
both of these mines. As a result of the acquisition, NACoal now owns 100% of
Mississippi Lignite Mining Company and Red River Mining Company. In addition,
NACoal acquired from Phillips Coal Company approximately 560 million tons of
undeveloped lignite reserves in Texas, Mississippi and Tennessee.
In 1998, NMHG, through NMHG Retail, implemented a strategy of acquiring or
investing in certain independently owned Hyster and Yale and competitor retail
dealerships and rental companies. From January 1, 1998 through December 31,
2000, NMHG Retail had acquired and consolidated two dealerships in the United
States, 13 dealerships and rental companies in Europe and 16 dealerships and
rental companies in Asia-Pacific.
On January 2, 2001, NMHG announced that it will close its manufacturing
operation in Danville, Illinois as part of a manufacturing plant consolidation
strategy that will enable NMHG to reduce its cost structure while optimizing its
global manufacturing capacity. The phase-out of the Danville facility is
currently expected to take approximately 12 months.
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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 December 2000, HB-PS entered
into an agreement to expand the Memphis distribution center by an additional
400,000 square feet. Construction of this expansion is underway and is expected
to be completed in the second quarter of 2001.
In 1999, HB-PS entered into a private label arrangement with Wal-Mart which
is scheduled to continue through the spring of 2002. 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 worldwide.
Wal-Mart selected several manufacturers to supply these GE-branded products.
HB-PS was named the lead supplier for this program. HB-PS began shipping the
GE-branded products in the third quarter of 2000.
In 2000, HB-PS introduced several air purification and humidification
products under the Hamilton Beach(R) brand, thus entering the home environment
segment of the small appliance industry for the first time. Related to this
introduction, in 2000, HB-PS test-marketed TrueAir(TM), an odor elimination
product.
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 providers. 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, 2000, 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 11 to the Consolidated Financial
Statements included in the 2000 Annual Report. Project mining subsidiaries
accounted for 18% and 25% of NACCO's assets and liabilities, respectively, as of
December 31, 2000, while their operations accounted for 9% and 36% of NACCO's
revenues and operating profits, respectively, in 2000.
SALES, MARKETING AND OPERATIONS
The principal customers of NACoal are electric utilities, an independent
power provider and a synfuels plant. Sales to one customer, which supplies coal
to four facilities, accounted for 47%, 47% and 45% of NACoal's revenues in 2000,
1999 and 1998, respectively. The distribution of sales in the last five years
has been as follows:
DISTRIBUTION
------------
ELECTRIC
TOTAL UTILITIES/
TONS SOLD INDEPENDENT SYNFUELS
(MILLIONS) POWER PROVIDER PLANT
---------- -------------- --------
2000 31.6 80% 20%
1999 31.3 80% 20%
1998 31.7 80% 20%
1997 29.9 80% 20%
1996 27.6 77% 23%
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, since July 1, 2000, the customer for
NACoal's San Miguel Lignite Mine may elect to terminate the contract for
convenience at any time. NACoal does not know of any conditions of default that
currently exist. In addition, NACoal does not know of any customer's intent to
acquire stock of a subsidiary or terminate a contract for convenience.
The location, mine type, reserve data, coal quality characteristics,
customer, sales tonnage and contract expiration date for the mines operated by
NACoal in 2000 were as follows:
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DEVELOPED LIGNITE MINING OPERATIONS
-----------------------------------
PROVEN AND PROBABLE RESERVES (1)
--------------------------------
COMMITTED
UNDER AVERAGE
PROJECT MINING CONTRACT UNCOMMITTED BTUS
SUBSIDIARIES MINE LOCATION TYPE OF MINE (MILLIONS OF TONS) (MILLIONS OF TONS) PER POUND
- -------------- ---- -------- ------------ ------------------ ------------------ ---------
The Coteau Properties Freedom Mine (2) Beulah, ND Surface Lignite 522.9 ---- 6,767
Company
The Falkirk Mining Falkirk Mine (2) Underwood, ND Surface Lignite 516.2 ---- 6,200
Company
The Sabine Mining South Hallsville Hallsville, TX Surface Lignite (4) (4) (4)
Company No. 1 Mine (2)
OTHER
- -----
San Miguel Lignite San Miguel Lignite Jourdanton, TX Surface Lignite (5) (5) (5)
Mining Operations Mine
Red River Mining Oxbow Mine Coushatta, LA Surface Lignite 8.3 45.8 6,722
Company
Mississippi Lignite Red Hills Mine Ackerman, MS Surface Lignite 165.2 126.7 5,200
Mining Company ----- -----
Total Developed 1,212.6 172.5
UNDEVELOPED MINING OPERATIONS
- -----------------------------
North Dakota ---- ---- ---- ---- 566.5 6,428
Texas ---- ---- ---- ---- 393.4 6,800
Eastern ---- ---- ---- 64.4 65.4 12,070
Mississippi ---- ---- ---- ---- 223.5 5,200
Tennessee ---- ---- ---- ---- 117.5 5,000
---- -----
Total Undeveloped 64.4 1,366.3
Total Developed/ 1,277.0 1,538.8
Undeveloped
AVERAGE SULFUR 2000 SALES
PROJECT MINING CONTENT PER UNIT TONNAGE CONTRACT
SUBSIDIARIES OF WEIGHT CUSTOMER(S) (PLANT) (MILLIONS) EXPIRES
- -------------- ---------------- ------------------- ----------- --------
The Coteau Properties 0.8% Dakota Coal Company 6.1 2007(3)
Company (Great Plains Synfuels Plant)
Dakota Coal Company 5.8 2007(3)
(Antelope Valley Station)
Dakota Coal Company 3.3 2007(3)
(Leland Olds Station)
Dakota Coal Company 1.0 2002
(Stanton Station of United Power
Association)
The Falkirk Mining 0.6% United Power Association/ 7.7 2020
Company Cooperative Power Association
(Coal Creek Station)
The Sabine Mining (4) Southwestern Electric Power Company 3.5 2020
Company (Henry W. Pirkey Power Plant)
OTHER
- -----
San Miguel Lignite (5) San Miguel Electric Cooperative, 3.4 2007
Mining Operations Inc. (San Miguel Power Plant)
Red River Mining 0.7% Central Louisiana Electric 0.8 2010
Company Company/Southwestern Electric
Power Company
(Dolet Hills Power Plant)
Mississippi Lignite 0.7% Choctaw Generation Limited 0.0 2031
Mining Company Partnership
(Red Hills Power Plant)
UNDEVELOPED MINING OPERATIONS
- -----------------------------
North Dakota 0.7% ---- ---- ----
Texas 1.0% ---- ---- ----
Eastern 3.3% ---- ---- ----
Mississippi 0.6% ---- ---- ----
Tennessee 0.6% ---- ---- ----
(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.
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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 2001 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 $3.8 million for certain closed mines and are
included in the caption "Self-insurance Reserves and Other" in NACCO's
Consolidated Financial Statements in the 2000 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 was the eighth largest coal producer in the United States in
2000 based on total coal tons sold.
EMPLOYEES
As of February 28, 2001, NACoal had approximately 1,100 employees.
B. NACCO MATERIALS HANDLING GROUP
1. NMHG WHOLESALE
GENERAL
NMHG Wholesale is a leading worldwide designer, manufacturer and marketer
of forklift trucks, which comprise the largest segment of the materials handling
equipment industry. NMHG Wholesale accounted for 53% and 45% of NACCO's assets
and liabilities, respectively, as of December 31, 2000, while its operations
accounted for 61% and 73% of NACCO's revenues and operating profits,
respectively, in 2000.
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.
Over the past decade, the worldwide market for forklift trucks has
gradually increased to approximately 591,000 units. Although individual
geographic markets have been subject to cyclicality over this time, both the
North American and European markets reached new highs in 2000. Widely publicized
financial problems reversed growth trends in Japan in the late 1990's. However,
the Japanese market showed a modest improvement in 2000. Similarly, while the
late 1997 Asian financial crisis has negatively affected lift truck demand in
that region, improved demand was seen in the Asia-Pacific market in 2000.
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 brand names. 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 Americas, Europe and Asia-Pacific.
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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 82%, 83% and 83% of NMHG Wholesale's net sales in 2000, 1999 and
1998, 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
18%, 17% and 17% of NMHG's net sales in 2000, 1999 and 1998, respectively. For
further information on geographic regions, see Note 20 to the Consolidated
Financial Statements in the 2000 Annual Report.
COMPETITION
Although there is no official source for information on the subject, NACCO
believes that in 2000 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, including NMHG,
has 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 2000 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. 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. The legislation implementing the Uruguay round of GATT negotiations
passed in 1994 provided for the antidumping order to be reviewed for possible
retirement in 2000. NMHG Wholesale opposed retirement of the order and the 2000
review did not result in retirement of the antidumping duty. 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.
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PRODUCT DESIGN AND DEVELOPMENT
NMHG Wholesale spent $43.9 million, $41.4 million and $38.6 million on
product design and development activities in 2000, 1999 and 1998, 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.
In addition, 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 $4.0 million, $4.1 million and $4.3 million on product
design and development in 2000, 1999 and 1998, respectively.
BACKLOG
As of December 31, 2000, NMHG Wholesale's backlog of unfilled orders for
forklift trucks was approximately 21,800 units, or $373 million, of which
substantially all is expected to be filled during fiscal 2001. This compares to
the backlog as of December 31, 1999 of approximately 21,500 units, or $362
million. An increase in the rate of incoming orders for forklift trucks in 2000
primarily caused this slight increase in backlog levels. Backlog represents unit
orders to NMHG Wholesale's manufacturing plants from NMHG Retail, 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 outside of North America and makes referral fee payments to NMHG
Wholesale once certain financial thresholds are reached. Each of these
agreements expire in 2003.
United States Hyster dealer sales and direct sales of Hyster products in
the United States were supported by leasing and financing services provided by
Hyster Credit Company, a third-party financial entity, pursuant to an operating
agreement that expired in December 2000. NMHG elected not to renew or extend the
agreement because NMHG Financial Services is able to provide all leasing and
financing services formerly provided by Hyster Credit Company.
EMPLOYEES
As of February 28, 2001, NMHG Wholesale had approximately 7,400 employees.
Employees in the Danville, Illinois manufacturing and parts depot operations
(approximately 825 employees) are unionized, as are tool room employees
(approximately 19 employees) located in Portland, Oregon. NMHG has a contract
with union employees in Danville, Illinois. NMHG announced on January 2, 2001
that it would phase out the manufacturing plant in Danville over the course of a
12 to 18 month period. Subsequently, NMHG decided to shorten the phase-out
period to approximately 12 months. As a result of its decision to close the
Danville plant, NMHG held discussions with the union over the impact of the
plant closure. On March 15, 2001, NMHG and the union reached an agreement
regarding the terms of the plant closure. A two-year contract with the Portland
tool room union expires in 2003. 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 have
organized a works council, as required by Dutch law, which performs a
consultative role on employment matters. In Mexico, shop employees are
unionized.
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NMHG Wholesale's management believes its current labor relations with both
union and non-union employees are generally satisfactory. However, there can be
no assurances that NMHG Wholesale will be able to successfully renegotiate its
union contracts without work stoppages or on acceptable terms.
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 revenues and other financial information by geographic
region, see Note 20 to the Consolidated Financial Statements in the 2000 Annual
Report.
2. NMHG RETAIL
GENERAL
In 1998, NMHG, through NMHG Retail, implemented a strategy of acquiring or
investing in certain independently owned Hyster and Yale and competitor retail
dealerships and rental companies. 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, service
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 and rental
companies will allow it to financially strengthen this portion of its
distribution organization. NMHG Retail intends to continue to evaluate expansion
opportunities while maintaining a primary focus on strengthening the existing
owned dealer network. For further information, see the 2000 Annual Report under
the heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
From January 1, 1998 through December 31, 2000, NMHG Retail has acquired
and consolidated two dealerships in the United States, 13 dealerships and rental
companies in Europe and 16 dealerships and rental companies in Asia-Pacific.
NMHG Retail, including the elimination of intercompany transactions, accounted
for 3% and 4% of NACCO's assets and liabilities, respectively, as of December
31, 2000, while its operations accounted for 7% of NACCO's revenues and reduced
operating profits by 13% in 2000.
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. Forklifts are also leased on a short- and
long-term basis at the retail level by dealerships and independent rental
companies.
COMPANY OPERATIONS
An NMHG Retail dealership is authorized to sell and rent 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.
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.
7
9
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 competitive dealerships and 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 NMHG
Retail's revenues during 2000. 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 28, 2001, NMHG Retail had approximately 1,900 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 a material adverse
effect on NMHG Retail.
FOREIGN OPERATIONS
For a description of revenues and other financial information by geographic
region, see Note 20 to the Consolidated Financial Statements in the 2000 Annual
Report.
C. NACCO HOUSEWARES GROUP
GENERAL
NACCO Housewares Group consists of HB-PS and KCI. 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 157 retail stores as
of December 31, 2000. Stores are located primarily in factory outlet complexes
that feature merchandise of highly recognizable name-brand manufacturers,
including HB-PS. Housewares accounted for 17% and 12% of NACCO's assets and
liabilities, respectively, as of December 31, 2000, while its operations
accounted for 22% and 23% of NACCO's revenues and operating profits,
respectively, in 2000.
SALES AND MARKETING
HB-PS manufactures and markets a wide range of small electric household
appliances, including motor-driven appliances such as blenders, mixers, can
openers and food processors, and heat-driven appliances such as coffeemakers,
irons, toasters, indoor grills and slow cookers. In 2000, HB-PS entered the home
environment market with a line of humidifiers and air purifiers. 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. In
addition, HB-PS supplies Wal-Mart with GE-branded kitchen electric and
garment-care appliances under Wal-Mart's license agreement with General Electric
Company and, in 2000, test marketed a home odor elimination product under the
TruAir brand name. 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, specialty home retailers and other retail outlets. Principal customers
include Wal-Mart, Kmart, Target, Ames, Canadian Tire, Dollar General, Family
Dollar, Bed, Bath & Beyond, Sears and Zellers. Sales promotional activities are
primarily focused on cooperative advertising.
8
10
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. As
of December 31, 2000, backlog for HB-PS was approximately $6.6 million. This
compares with the backlog as of December 31, 1999 of approximately $5.2 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 varying periods of up to three 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 $8.0 million in 2000, $6.6 million in 1999 and
$5.5 million in 1998 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. Since
1996, HB-PS has also conducted 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. Because 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 28, 2001, Housewares' work force consisted of approximately
6,700 employees, most of which are not represented by unions. In Canada,
approximately 17 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, 2001, a collective bargaining agreement, which expires on January
31, 2002, was executed for HB-PS' Saltillo manufacturing facility. There are
approximately 1,789 employees subject to the terms of the Saltillo agreement.
The management of HB-PS and KCI believe their current labor relations with both
union and non-union employees are satisfactory. However, there can be no
assurances that HB-PS will be able to successfully renegotiate its union
contracts without work stoppages or on acceptable terms. A prolonged work
stoppage at a unionized facility could materially adversely affect Housewares'
business and results of operations.
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 2.8 billion
tons, all of which are lignite deposits, except for approximately 130 million
tons of bituminous coal. 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. North American Coal -- 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
Cavite, Phillipines X S-N owned facility for manufacture of component parts for
forklift trucks
Craigavon, Northern Ireland X Manufacture of forklift trucks
Danville, Illinois (1) 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 Manufacture of component parts for forklift trucks
Sao Paulo, Brazil X Assembly of forklift trucks; distribution of service parts
for forklift trucks
Shanghai, China X Manufacture of 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
(1) On January 2, 2001, NMHG announced that it would phase-out the use of this
manufacturing plant. NMHG currently believes the phase-out will take
approximately 12 months.
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13
2. NMHG RETAIL
NMHG Retail, through its subsidiaries, currently operates its owned
dealerships from 58 locations. Of these 58 locations, 10 are in the United
States, 31 are in Europe and 17 are in Asia-Pacific as shown below:
United States:
Kentucky (2)
Ohio (6)
Pennsylvania (1)
West Virginia (1)
Europe:
France (12)
Germany (11)
Netherlands (1)
United Kingdom (7)
Asia-Pacific:
Australia (16)
Singapore (1)
Branch locations generally include facilities for displaying equipment,
storing rental equipment, servicing equipment, parts storage and sales and
administrative offices. NMHG Retail owns four of its branch locations and leases
54 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
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; plastic
molding and metal stamping 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. 59 Chairman, President and Chief Executive
Officer of NACCO (since prior to 1996)
Charles A. Bittenbender 51 Vice President, General Counsel and
Secretary of NACCO (since prior to 1996)
Kenneth C. Schilling 41 Vice President and Controller of NACCO From June 1996 to May 1997, Controller of
(since May 1997) NACCO. From prior to 1996 to May 1996,
Manager of Tax and Budgeting of NACCO.
J.C. Butler, Jr. 40 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 prior to 1996 to May 1996,
Manager of Corporate Development of NACCO.
Lauren E. Miller 46 Vice President - Consulting Services of From January 1996 to May 1997, Director of
NACCO (since May 1997) Internal Consulting of NACCO.
Constantine E. Tsipis 42 Assistant General Counsel and Assistant From October 1997 to May 2000, Assistant
Secretary of NACCO (since May 2000) General Counsel of NACCO. From December
1996 to October 1997, Associate General
Counsel, STERIS Corporation (manufacturer and
distributor of medical and sterilizing equipment).
From prior to 1996 to December 1996, Corporate
Counsel, The Scott Fetzer Company (diversified
marketer of products for home, family and industry).
14
16
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
A. NACOAL
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Clifford R. Miercort 61 President and Chief Executive Officer
of NACoal (since prior to 1996)
Herschell A. Cashion 58 Senior Vice President - Business
Development of NACoal (since prior to
1996)
Charles B. Friley 59 Senior Vice President - Finance and From prior to 1996 to August 1999, Vice
Chief Financial Officer of NACoal President and Chief Financial Officer of
(since August 1999) NACoal.
Thomas A. Koza 54 Vice President - Law and
Administration, and Secretary of NACoal
(since prior to 1996)
Clark A. Moseley 49 Vice President - Engineering of NACoal From prior to 1996 to June 1997, Manager,
(since June 1997) Engineering and Project Development,
NACoal.
K. Donald Grischow 53 Controller and Treasurer of NACoal
(since prior to 1996)
15
17
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
B. NMHG
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Reginald R. Eklund 60 President and Chief Executive Officer
of NMHG (since prior to 1996)
Michael P. Brogan 51 Senior Vice President, Product From May 1999 to June 2000, Vice
Development and Procurement of NMHG President, Warehouse Product Strategy of
(since June 2000) NMHG. From prior to 1996 to May 1999,
Managing Director of NACCO Materials
Handling S.R.L. (Italy).
Ron J. Leptich 57 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 1996 to
June 1996, Vice President, Engineering,
Worldwide of NMHG.
Geoffrey D. Lewis 43 Vice President, Corporate Development, From prior to 1996 to June 1999, Vice
General Counsel and Secretary of NMHG President, General Counsel and Secretary
(since June 1999) of NMHG.
Jeffrey C. Mattern 48 Treasurer of NMHG (since prior to 1996)
William C. Maxwell 54 Vice President, Finance and Chief From prior to 1996 to August 1996, Vice
Financial Officer of NMHG (since August President Finance - Europe of NMHG.
1996)
Frank G. Muller 59 Vice President of NMHG; President, NMHG
Americas (since prior to 1996)
Ronald D. Muller 54 Vice President, Manufacturing Quality From August 1998 to December 2000, Vice
and IT Strategy of NMHG (since December President, Operations Strategy &
2000) Counterbalanced Products of NMHG. From
August 1996 to August 1998, Vice President,
Manufacturing and Information Services,
Worldwide of NMHG. From prior to 1996 to
August 1996, Vice President, Manufacturing
and Component Strategy, Worldwide of NMHG.
Victoria L. Rickey 48 Vice President of NMHG; Managing
Director, NMHG Europe, Africa and
Middle East (since prior to 1996)
Edward W. Ryan 62 Vice President, Marketing of NMHG From prior to 1996 to November 1996, Vice
(since prior to 1996); President, NMHG President, Counterbalanced Trucks,
Asia-Pacific, China and Japan (since Worldwide of NMHG.
November 1996)
Ray C. Ulmer 37 Controller of NMHG (since December 2000) From April 1997 to December 2000, Director
of Financial Planning and Analysis, NMHG.
From prior to 1996 to April 1997, Plant
Controller - Greenville.
16
18
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
C. NACCO HOUSEWARES GROUP
1. HB-PS
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Michael J. Morecroft 58 President and Chief Executive Officer From January 1997 to January 2001, Senior
of HB-PS (since January 2001) Vice President - Engineering/Product
Development of HB-PS. From prior to 1996 to
December 1996, Vice President, Engineering/Product
Development of HB-PS.
Keith B. Burns 44 Senior Vice President - Engineering and From April 1999 to March 2001, Vice
New Product Development of HB-PS (since President, Purchasing of HB-PS. From
March 2001) November 1998 to April 1999, Director of
Product Engineering of HB-PS. From prior to
1996 to October 1998, Manager, Product Engineering
of HB-PS.
Daniel J. Crose 52 Senior Vice President - Operations of From January 2000 to January 2001, Vice
HB-PS (since January 2001) President - Manufacturing of HB-PS. From
May 1998 to January 2000, Vice President and
General Manager, Mexican Operations, Magnetek,
Inc. (electronics manufacturer). From November
1997 to April 1998, Vice President and General
Manager, Chris-Craft Boats, a division of Outboard
Marine Corp. (outboard marine engines and boat
manufacturer). From August 1996 to October 1997,
Vice President, Manufacturing, Outboard Marine
Corp. From April 1996 to July 1996, Director,
International Manufacturing, Outboard Marine Corp.
From prior to 1996 to April 1996, Vice President
and General Manager, Marine Power Products
(outboard marine engines and boat accessories).
Charles B. Hoyt 53 Senior Vice President - Finance and From prior to 1996 to January 1997, Vice
Chief Financial Officer of HB-PS (since President - Finance and Chief Financial
January 1997) Officer of HB-PS.
Judith B. McBee 53 Senior Vice President - Marketing of From prior to 1996 to December 1996,
HB-PS (since January 1997) Executive Vice President - Marketing of
HB-PS.
Paul C. Smith 54 Senior Vice President - Sales of HB-PS From prior to 1996 to January 1996, Senior
(since prior to 1996) Vice President - Sales of HB-PS.
George P. Manson, Jr. 47 Vice President, General Counsel and From prior to 1996 to July 1996, Corporate
Secretary of HB-PS (since July 1996) Counsel of American Home Products Corp.
(health care and consumer products
manufacturer).
James H. Taylor 43 Vice President and Treasurer of HB-PS
(since prior to 1996)
17
19
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
C. NACCO HOUSEWARES GROUP (CONT.)
2. KCI
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Randolph J. Gawelek 53 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 1996 to December 1998, Executive Vice
President and Secretary of KCI.
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20
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item 5 is set forth on page 42 of the 2000
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 FINANCIAL DATA
The information required by this Item 6 with respect to selected financial
data is set forth on page 1 of the 2000 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 on pages 24 through 42
of the 2000 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 on pages 41 and 42 of
the 2000 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 on pages 43 through 69
of the 2000 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 2001 Proxy Statement under the heading "Business to be Transacted -- 1.
Election of Directors," which information is incorporated herein by reference.
The information set forth in the 2001 Proxy Statement under the subheadings "--
Report of the Audit Review Committee," "-- Report of the Compensation Committee
on Executive Compensation" and "-- Stock Price Performance Presentation" is not
incorporated herein by reference. Information with respect to compliance with
Section 16(a) of the Securities Exchange Act of 1934 by the Company's Directors,
executive officers, and holders of more than ten percent of the Company's equity
securities will be set forth in the 2001 Proxy Statement under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance," which information is
incorporated herein by reference. Information regarding the executive officers
of the Company is included in this Annual Report on Form 10-K 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
2001 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," "-- Long-Term
Incentive Plans," "-- Compensation Committee Interlocks and Insider
Participation" and "-- Pension Plans," which information is incorporated herein
by reference. The information set forth in the 2001 Proxy Statement under the
subheadings "-- Report of the Audit Review Committee," "-- Report of the
Compensation Committee on Executive Compensation" and "-- Stock Price
Performance Presentation" is not 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 2001 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.
19
21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions
will be set forth in the 2001 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.
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 2000.
(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.
20
22
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, 2001
21
23
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, 2001
- -------------------------------------- Chief Executive Officer (principal
Alfred M. Rankin, Jr. executive officer), Director
/s/ Kenneth C. Schilling Vice President and Controller March 30, 2001
- -------------------------------------- (principal financial and accounting
Kenneth C. Schilling officer)
* Owsley Brown II Director March 30, 2001
- --------------------------------------
Owsley Brown II
* Robert M. Gates Director March 30, 2001
- --------------------------------------
Robert M. Gates
* Leon J. Hendrix, Jr. Director March 30, 2001
- --------------------------------------
Leon J. Hendrix, Jr.
* David H. Hoag Director March 30, 2001
- --------------------------------------
David H. Hoag
* Dennis W. LaBarre Director March 30, 2001
- --------------------------------------
Dennis W. LaBarre
* Richard de J. Osborne Director March 30, 2001
- --------------------------------------
Richard de J. Osborne
* Ian M. Ross Director March 30, 2001
- --------------------------------------
Ian M. Ross
* Britton T. Taplin Director March 30, 2001
- --------------------------------------
Britton T. Taplin
* David F. Taplin Director March 30, 2001
- --------------------------------------
David F. Taplin
* John F. Turben Director March 30, 2001
- --------------------------------------
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, 2001
- --------------------------------------
Kenneth C. Schilling, Attorney-in-Fact
22
24
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, 2000
NACCO INDUSTRIES, INC.
MAYFIELD HEIGHTS, OHIO
F-1
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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 43 of
the 2000 Annual Report:
Consolidated Statements of Income and Comprehensive Income--Year ended
December 31, 2000, 1999 and 1998.
Consolidated Balance Sheets--December 31, 2000 and December 31, 1999.
Consolidated Statements of Cash Flows--Year ended December 31, 2000, 1999
and 1998.
Consolidated Statements of Stockholders' Equity--Year ended December 31,
2000, 1999 and 1998.
Notes to Consolidated Financial Statements.
NACCO Industries, Inc. Report of Management.
Report of Independent Public Accountants--Year ended December 31, 2000,
1999 and 1998.
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
26
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 13, 2001. 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 13, 2001
F-3
27
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY CONDENSED BALANCE SHEETS
Year ended December 31
--------------------------------
2000 1999
------------- -------------
(In millions)
Current assets $ 0.1 $ 0.2
Current intercompany accounts receivable, net - 0.4
Other assets 0.4 0.4
Note receivable from subsidiary 8.4 -
Investment in subsidiaries
NMHG 463.0 468.7
Housewares 170.9 163.9
NACoal 31.2 23.2
Bellaire 2.2 0.5
------------- -------------
667.3 656.3
Property, plant and equipment, net 0.4 1.2
Deferred income taxes 1.1 20.6
------------- -------------
Total Assets $ 677.7 $ 679.1
============= =============
Current liabilities $ 9.3 $ 8.5
Current intercompany accounts payable, net 3.8 -
Reserve for future interest on UMWA obligation - 55.3
Note payable to Bellaire 50.3 36.0
Notes payable to other subsidiaries 3.0 12.7
Deferred income taxes and other 4.9 4.4
Stockholders' equity 606.4 562.2
------------- -------------
Total Liabilities and Stockholders' Equity $ 677.7 $ 679.1
============= =============
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
---------------------------------------
2000 1999 1998
----------- ----------- ------------
(In millions)
Income (expense):
Intercompany interest expense $ (0.2) $ (0.7) $ (1.0)
Other - net 10.1 (2.6) 0.9
----------- ----------- ------------
9.9 (3.3) (0.1)
Administrative and general expenses 11.6 8.9 10.5
----------- ----------- ------------
Loss before income taxes (1.7) (12.2) (10.6)
Income tax benefit (0.6) (4.6) (4.2)
----------- ----------- ------------
Net loss before extraordinary gain and
equity in earnings of
subsidiaries
(1.1) (7.6) (6.4)
Extraordinary gain 21.0 - -
----------- ----------- ------------
Net income (loss) before equity in
earnings of subsidiaries 19.9 (7.6) (6.4)
Equity in earnings of subsidiaries 47.8 60.7 108.7
----------- ----------- ------------
Net income $ 67.7 $ 53.1 $ 102.3
=========== =========== ============
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
-------------------------------------------
2000 1999 1998
------------- ------------ ------------
OPERATING ACTIVITIES
Net income $ 67.7 $ 53.1 $ 102.3
Equity in earnings of subsidiaries (47.8) (60.7) (108.7)
------------- ------------ ------------
Parent company only net income (loss) 19.9 (7.6) (6.4)
Extraordinary gain (21.0) - -
Deferred income taxes 0.7 1.2 (0.6)
Income taxes net of intercompany tax payments 1.0 (1.4) (6.8)
Working capital changes 0.3 (0.3) 3.4
Changes in current intercompany amounts 4.2 2.6 7.9
Changes in reserve for future interest on UMWA obligation (1.6) (1.8) (2.1)
Items of income or expense not requiring cash outlays (0.3) 0.4 0.4
------------- ------------ ------------
Net cash used for operating activities 3.2 (6.9) (4.2)
INVESTING ACTIVITIES
Dividends and advances received from subsidiaries 1.6 13.9 15.4
Note payable to Bellaire 0.4 (2.4) (0.8)
Expenditures for property, plant and equipment (0.3) (0.1) (0.1)
Proceeds from the sale of property, plant and equipment 1.4 - -
------------- ------------ ------------
Net cash provided by investing activities 3.1 11.4 14.5
FINANCING ACTIVITIES
Cash dividends paid (7.2) (7.0) (6.6)
Purchases of treasury stock - - (4.7)
Treasury stock sales under stock option and
Directors' compensation plans - net 0.9 2.5 1.0
------------- ------------ ------------
Net cash used for financing activities (6.3) (4.5) (10.3)
------------- ------------ ------------
CASH AND CASH EQUIVALENTS
Increase (decrease) for the period - - -
Balance at the beginning of the period - - -
------------- ------------ ------------
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, 2000, 1999 AND 1998
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 $19.7 million in 2000,
$16.6 million in 1999 and $22.6 million in 1998.
NOTE C - UNRESTRICTED CASH
The amount of unrestricted cash available to NACCO, included in
Investment in subsidiaries was $30.7 million at December 31, 2000.
NOTE D - EXTRAORDINARY GAIN
A portion of the extraordinary gain relating to the reversal of the
accrual for the obligation to the United Mine Workers of America Combined
Benefit Fund arising as a result of the Coal Industry Retiree Health
Benefit Act of 1992 as discussed in Note 4 to the Consolidated Financial
Statements was recorded on the books of the Parent Company. The amount
recorded by the Parent Company of $21.0 million, net of $11.3 million in
taxes, combined with the amount recorded by Bellaire Corporation of $8.9
million, net of $4.8 million in taxes, equals the total extraordinary
gain of $29.9 million, net of $16.1 million in taxes, recognized by the
Company.
F-7
31
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- ---------------------------------------------------------------------------------------------------------------------------
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)
2000
Reserves deducted from asset
accounts:
Allowance for doubtful accounts $ 7.4 $ 1.7 $ 0.2 (C) $ 0.7 (A) $ 8.6
Allowance for discounts,
adjustments and returns 9.3 21.6 - 22.7 (B) 8.2
Reserve for losses on inventory 22.9 3.9 0.8 (C) 5.6 (A) 22.0
Valuation allowance against
deferred tax assets 7.9 (3.1) (0.2) (C) - 4.6
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
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
32
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
33
(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.
(xv) Amendment to Stockholders' Agreement, dated as of October 31,
2000, 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. 8 to the Schedule 13D filed on February 14, 2001, with respect to
the Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc.
(xvi) Amendment to Stockholders' Agreement, dated as of October 31,
2000, by and among National City Bank (Cleveland), the Company, the
Participating Stockholders (as defined therein) and the New Participating
Stockholders (as defined therein) is incorporated by reference to Amendment No.
8 to the Schedule 13D filed on February 14, 2001, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc.
(xvii) Amendment to Stockholders' Agreement, dated as of February 14,
2001, by and among National City Bank (Cleveland), the Company, the
Participating Stockholders (as defined therein) and the New Participating
Stockholders (as defined therein) is incorporated by reference to Amendment No.
8 to the Schedule 13D filed on February 14, 2001, 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
X-2
34
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.
*(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, 2000, 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, 1999, 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, 2001, 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 incorporated herein by reference to Exhibit
10(xxi) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, Commission File Number 1-9172.
*(xxii) Amendment No. 4, dated as of June 23, 2000, to the Retirement
Benefit Plan for Alfred M. Rankin, Jr. (as amended and restated effective
January 1, 1994) is attached hereto as Exhibit 10(xxii).
*(xxiii) The NACCO Industries, Inc. Unfunded Benefit Plan (effective
September 1, 2000) is attached hereto as Exhibit 10(xxiii).
(xxiv) - (xxx) Intentionally left blank.
*(xxxi) The North American Coal Annual Incentive Plan, effective as of
January 1, 2000, 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, 1999,
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.
X-3
35
(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) Purchase and Sale Agreement, dated October 11, 2000, by and
among Phillips Petroleum Company, Phillips Coal Company, The North American Coal
Corporation, Oxbow Property Company L.L.C. and Red Hills Property Company L.L.C.
is attached hereto as Exhibit 10(xxxvii).
(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.
(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) Amendment No. 1, dated as of June 23, 2000, to The North
American Coal Corporation Deferred Compensation Plan for Management Employees
(as amended and restated effective January 1, 1999) is attached hereto as
Exhibit 10(xliv).
*(xlv) The North American Coal Annual Incentive Plan, effective as of
January 1, 2001, 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
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36
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 incorporated
herein by reference to Exhibit 10(lii) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999, Commission File Number 1-9172.
*(liii) The North American Coal Corporation Value Appreciation Plan For
Years 2000 to 2009, effective as of January 1, 2000, is attached hereto as
Exhibit 10(liii).
(liv) Credit Agreement, dated as of October 11, 2000, by and among The
North American Coal Corporation, the Initial Lenders named therein, Salomon
Smith Barney Inc., as Lead Arranger and Book Manager, Keybank National
Association, as Syndication Agent, and Citibank N.A., as Agent, is attached
hereto as Exhibit 10(liv).
*(lv) 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.
(lvi) 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).
(lvii) 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).
*(lviii) NACCO Materials Handling Group, Inc. Annual Incentive
Compensation Plan for 2000 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, 1999, 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, 2001, is attached hereto as Exhibit 10(lxiii).
*(lxiv) NACCO Materials Handling Group, Inc. Senior Executive Long-Term
Incentive Compensation Plan, effective as of January 1, 2000, is attached hereto
as Exhibit 10(lxiv).
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37
*(lxv) NACCO Materials Handling Group, Inc. Long-Term Incentive
Compensation Plan, effective as of January 1, 2000, is attached hereto as
Exhibit 10(lxv).
(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) NACCO Materials Handling Group, Inc. Unfunded Benefit Plan
(as amended and restated effective as of September 1, 2000) is attached hereto
as Exhibit 10(lxxiii).
(lxxiv) Intentionally left blank.
(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) -(lxxxii) Intentionally left blank.
*(lxxxiii) Amendment No. 4, dated as of October 8,1999, to the NACCO
Materials Handling Group, Inc. Long-Term Incentive Compensation Plan is
incorporated herein by reference to Exhibit 10(lxxxiii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, Commission File
Number 1-9172.
*(lxxxiv) Amendment No. 5, dated as of December 20,1999, to the NACCO
Materials Handling Group, Inc. Long-Term Incentive Compensation Plan is
incorporated herein by reference to Exhibit 10(lxxxiv) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, Commission File
Number 1-9172.
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38
*(lxxxv) Amendment No. 6, dated as of March 9, 2000, to the NACCO
Materials Handling Group, Inc. Long-Term Incentive Compensation Plan is attached
hereto as Exhibit 10(lxxxv)
*(lxxxvi) Amendment No. 7, dated as of June 23, 2000, to the NACCO
Materials Handling Group, Inc. Long-Term Incentive Compensation Plan is attached
hereto as Exhibit 10(lxxxvi)
(lxxxvii) 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.
(lxxxviii) 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.
(lxxxix) - (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 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.
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39
(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. 2000 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,
1999, 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.
(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 Form 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
X-8
40
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 Form 10-K for the fiscal year ended December 31,
1997, Commission File Number 1-9172.
(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 Form 10-K for the fiscal year ended December 31,
1997, Commission File Number 1-9172.
*(cxx) The Hamilton Beach/Proctor-Silex, Inc. 2001 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 incorporated
herein by reference to Exhibit 10(cxxiv) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999, Commission File Number 1-9172.
*(cxxv) The Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan
(As Amended and Restated Effective November 1, 2000) is attached hereto as
Exhibit 10(cxxv).
(13) Portions of the Company's 2000 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).
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41
(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 Britton T. Taplin is attached
hereto as Exhibit 24(viii).
(ix) A copy of a power of attorney for David F. Taplin is attached hereto
as Exhibit 24(ix).
(x) A copy of a power of attorney for John F. Turben is attached hereto as
Exhibit 24(x).
(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, 2000 is
attached hereto as Exhibit 99(i).
(ii) Unaudited Consolidating Balance Sheet of NACCO Industries, Inc. as of
December 31, 2000 is attached hereto as Exhibit 99(ii).
(iii)Unaudited Consolidating Statement of Cash Flows of NACCO Industries,
Inc. for the Year Ended December 31, 2000 is attached hereto as
Exhibit 99(iii).
(iv) Unaudited Consolidating Statement of Stockholders' Equity of NACCO
Industries, Inc. for the Year Ended December 31, 2000 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