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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1998 Commission File No. 1-9172
NACCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 34-1505819
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5875 Landerbrook Drive
Mayfield Heights, Ohio 44124-4017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (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
------------------- -------------------
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 checkmark 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 26, 1999:
$425,312,262
Number of shares of Class A Common Stock outstanding at February 26, 1999:
6,502,486
Number of shares of Class B Common Stock outstanding at February 26, 1999:
1,651,577
DOCUMENTS INCORPORATED BY REFERENCE
(a) Portions of the Company's 1998 Annual Report are incorporated
herein by reference in Part I and Part II; and
(b) Portions of the Company's Proxy Statement for its 1999 annual
meeting of stockholders are incorporated herein by reference in Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
NACCO Industries, Inc. ("NACCO" or the "Company") is a holding company
that owns four principal operating subsidiaries that function in three principal
business segments: lignite mining, lift trucks and housewares.
(a) North American Coal. The Company's wholly owned subsidiary, The
North American Coal Corporation, and its affiliated coal companies
(collectively, "NACoal"), mine and market lignite for use primarily as fuel for
power generation by electric utilities. NACoal also provides dragline mining
services for a limerock quarry near Miami, Florida. NACoal accounted for 11% and
21% of NACCO's revenues and operating profits, respectively, in 1998.
(b) NACCO Materials Handling Group. The Company owns approximately 98%
of the outstanding capital stock of Hyster-Yale Materials Handling, Inc.
("Hyster-Yale"), which is the sole stockholder of NACCO Materials Handling
Group, Inc. and NMHG Distribution Co. (NACCO Materials Handling Group, Inc.,
NMHG Distribution Co. and Hyster-Yale are hereinafter referred to as "NMHG").
NMHG designs, manufactures and markets a full line of forklift trucks and
related service parts under the Hyster(R) and Yale(R) brand names. NMHG
accounted for 68% and 67% of NACCO's revenues and operating profits,
respectively, in 1998.
(c) NACCO Housewares Group. NACCO Housewares Group ("Housewares")
consists of two of the Company's wholly owned subsidiaries: Hamilton
BeachProctor-Silex, Inc. ("HBPS"), one of the nation's leading manufacturers and
marketers of small electric and heat driven appliances, and The Kitchen
Collection, Inc. ("KCI"), a national specialty retailer of kitchenware,
tableware, small electric appliances and related accessories. Housewares
accounted for 21% and 18% of NACCO's revenues and operating profits,
respectively, in 1998.
Additional information relating to financial and operating data on a segment
basis (including NACCO and Other, which reduced operating profits by 6% in 1998)
is set forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's 1998 Annual
Report (the "1998 Annual Report") and in Note 19 to the Consolidated Financial
Statements in the 1998 Annual Report, which portions of the 1998 Annual Report
are incorporated herein by reference.
NACCO was incorporated as a Delaware corporation in 1986 in connection
with the formation of a holding company structure for a predecessor corporation
organized in 1913.
SIGNIFICANT EVENTS
In September 1997, Phillips Coal Company and NACoal formed a joint
venture (75% owned by Phillips Coal and 25% owned by NACoal) to develop a new
lignite mine in Mississippi. The 30 year lignite sales contract between the
joint venture and the electric power facility was entered into on April 1, 1998.
Commercial operation of the electric power facility is scheduled for the second
half of 2000.
In 1998, NMHG completed a restructuring of its organizations around the
world to reduce costs and enhance efficiencies. NMHG centralized the
administrative functions of its Hyster and Yale marketing operations and
relocated those functions to one North American location (Greenville, North
Carolina) and one European location (Fleet, England). NMHG also restructured its
engineering and development function and consolidated that function for
counterbalanced trucks in Portland, Oregon, for warehouse trucks in Greenville,
North Carolina, and for big trucks in Nijmegen, the Netherlands. The
restructuring also involved reorganizing its world headquarters in Portland,
Oregon to focus on global strategic initiatives.
On December 31, 1997, the Chinese government gave approval for the
formation of Shanghai Hyster Forklift Truck, Ltd., a joint venture (the
"Shanghai Hyster Joint Venture") among NMHG (55% share), Sumitomo-NACCO
Materials Handling Group (30% share) and Shanghai Perfect Jinqiao United
Development Co. (15% share). The Shanghai Hyster Joint Venture acquired land in
the Pudong area of Shanghai and commenced construction of a manufacturing
facility in the second quarter of 1998. NMHG expects production to commence in
the third quarter of 1999. The facility will manufacture Hyster large and medium
capacity lift trucks primarily for sale in the Chinese domestic market. The
Shanghai Hyster Joint Venture will also distribute domestic and imported Hyster
forklift trucks.
In 1998, NMHG acquired land in Ramos Arizpe (near Saltillo), Mexico and
constructed a manufacturing facility on the land. The Ramos Arizpe facility
manufactures components for shipment primarily to NMHG's plants in the United
States. Production at this facility commenced in the third quarter of 1998.
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In 1998, NMHG embarked on a strategy of permanently acquiring or
investing in certain of its independently-owned Hyster and Yale retail
dealerships. As of March 15, 1999, NMHG had acquired two dealerships in the
United States, seven dealerships in Europe and three dealerships in
Asia-Pacific.
In early 1998, HBPS completed an expansion of its Saltillo, Mexico
manufacturing plant. Throughout the year, additional operations were moved from
HBPS' North Carolina plants to the Saltillo plant. The lower cost structure at
Saltillo has greatly improved HBPS' ability to compete with low-cost Chinese
imports.
In December 1998, HBPS entered into an agreement to lease a 500,000
square foot distribution center in Memphis, Tennessee. The new distribution
center is expected to allow HBPS to consolidate its distribution network and
enhance efficiencies and customer service. HBPS expects the new distribution
center to become operational during the second quarter of 1999.
BUSINESS SEGMENT INFORMATION
A. NORTH AMERICAN COAL
GENERAL
NACoal is engaged in the mining and marketing of lignite for use
primarily as fuel for power generation by electric utilities. Sales by NACoal
are made primarily through wholly owned project mining subsidiaries pursuant to
long-term, cost plus a profit per ton contracts. The utility customers have
arranged and guaranteed the financing of the development and operation of the
project mining subsidiaries. There is no recourse to NACCO or NACoal for the
financing of these subsidiary mines. NACoal also provides dragline mining
services for a limerock quarry near Miami, Florida. At December 31, 1998,
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 10 to the Consolidated Financial Statements at pages 48
and 49 of the 1998 Annual Report. Project mining subsidiaries accounted for 21%
and 29% of NACCO's assets and liabilities, respectively, as of December 31,
1998, while their operations accounted for 9% and 19% of NACCO's revenues and
operating profits, respectively, in 1998.
SALES, MARKETING AND OPERATIONS
The principal customers of NACoal are electric utilities and a synfuels
plant. In 1998, sales to one customer, which supplies coal to four facilities,
accounted for 52% of NACoal's revenues compared with 46% and 57% in 1997 and
1996, respectively. The distribution of sales in the last five years has been as
follows:
DISTRIBUTION
------------
TOTAL
TONS SOLD ELECTRIC SYNFUELS
(MILLIONS) UTILITIES PLANT
---------- --------- -----
1998 31.7 80% 20%
1997 29.9 80% 20%
1996 27.6 77% 23%
1995 26.7 76% 24%
1994 27.2 76% 24%
The contracts under which the project mining subsidiaries were
organized provide that, under certain conditions of default, the customer(s)
involved may elect to acquire the assets (subject to the liabilities) or the
capital stock of the subsidiary, for an amount effectively equal to book value.
In one case, the customer may elect to acquire the stock of the subsidiary after
a specified period of time without reference to default, in exchange for certain
payments on coal thereafter mined. NACoal does not know of any conditions of
default that currently exist.
The location, mine type, reserve data, coal quality characteristics,
customer, sales tonnage and contract expiration date for the mines operated by
NACoal in 1998 were as follows:
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DEVELOPED LIGNITE MINING
OPERATIONS
PROVEN AND PROBABLE RESERVES
(MILLIONS OF TONS)(1)
Committed Average
Project Mining under BTUs
Subsidiaries Mine Location Type Of Mine Contract Uncommitted Per Pound
--------------- ---- -------- ------------ -------- ----------- ---------
The Coteau Freedom Mine Beulah, ND Surface Lignite 574.0 ---- 6,767
Properties Company (2)
The Falkirk Falkirk Mine Underwood, ND Surface Lignite 511.7 ---- 6,200
Mining Company (2)
The Sabine Mining South Hallsville, TX Surface Lignite (4) (4) (4)
Company Hallsville
No. 1 Mine (2)
OTHER
San Miguel San Miguel Jourdanton, TX Surface Lignite (5) (5) (5)
Lignite Mining Lignite
Operations Mine
Red River Mining
Company (6) Oxbow Mine Coushatta, LA Surface Lignite 9.7(7) 12.2 (7) 6,722
--- ----
Total Developed 1,095.4 12.2
UNDEVELOPED
MINING OPERATIONS
North Dakota ---- ---- ---- ---- 566.5 6,428
Texas ---- ---- ---- ---- 130.5 6,208
Eastern ---- ---- ---- 78.1 54.6 12,070
Mississippi ---- ---- ---- 41.2 (9) 24.7 (9) 5,300
---- ----
Total 119.3 776.3
Undeveloped
Total Developed/ 1,214.7 788.5
Undeveloped
Average
Sulfur
Content Per 1998 Sales
Project Mining Unit Tonnage Contract
Subsidiaries Of Weight Customer(s) (Plant) (Millions) Expires
--------------- --------- ------------------- ---------- -------
The Coteau 0.8% Dakota Coal Company 6.2 2007(3)
Properties Company (Great Plains Synfuels
Plant)
Dakota Coal Company 5.8 2007(3)
(Antelope Valley Station)
Dakota Coal Company 3.5 2007(3)
(Leland Olds Station)
Dakota Coal Company 0.9 2002
(Stanton Station of
United Power
Association)
The Falkirk 0.6% United Power Association/ 7.0 2020
Mining Company Cooperative Power
Association
(Coal Creek Station)
The Sabine Mining (4) Southwestern Electric 3.8 2020
Company Power Company
(Henry W. Pirkey Power
Plant)
OTHER
San Miguel (5) San Miguel Electric 3.5 2007
Lignite Mining Cooperative,
Operations Inc. (San Miguel Power
Plant)
Red River Mining
Company (6) 0.7% Central Louisiana 1.0 (8) 2010
Electric Company/
Southwestern Electric
Power Company
(Dolet Hills Power Plant)
Undeveloped
Mining Operations
North Dakota 0.7% ---- ---- ----
Texas 0.9% ---- ---- ----
Eastern 3.3% ---- ---- ----
Mississippi 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.
(6) Joint venture with Phillips Coal Company.
(7) These amounts represent the total (100%) of the joint venture reserves.
(8) This amount represents the total (100%) of the 1998 joint venture
tonnage.
(9) These amounts represent 25% of the reserves owned and controlled by the
joint venture with Phillips Coal Company.
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GOVERNMENT REGULATION
NACoal, in common with other coal producers, continues to be subject to
Federal and state health, safety and environmental regulations. The 1999
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 $7.6 million for
certain closed mines and are included in the caption "Self-Insurance Reserves
and Other" in NACCO's Consolidated Financial Statements in the 1998 Annual
Report. The active operations are required to make certain additional capital
expenditures to comply with such governmental regulations, which expenditures
will be recovered under the terms of the coal sales agreements with the utility
customers.
NACoal's management believes that the Clean Air Act Amendments, which
became effective in 1990, have not had and will not have a material adverse
effect on its current operations, because substantially all of the power
generating facilities operated or supplied by NACoal's customers meet or exceed
the requirements of the Clean Air Act.
COMPETITION
The coal industry competes with other sources of energy, particularly
oil, gas, hydro-electric power and nuclear power. Among the factors that affect
competition are the price and availability of oil and natural gas, environmental
considerations, the time and expenditures required to develop new energy
sources, the cost of transportation, the cost of compliance with governmental
regulation of operations, the impact of Federal and state energy policies and
the current trend toward deregulation of energy markets. The ability of NACoal
to market and develop its reserves will depend upon the interaction of these
factors.
There is no official source of information on the subject, but NACoal
believes that it is the ninth largest coal producer in the United States.
EMPLOYEES
As of February 28, 1999, NACoal had approximately 1000 employees.
B. NACCO MATERIALS HANDLING GROUP
GENERAL
NMHG is one of the leading worldwide designers, manufacturers and
marketers of forklift trucks, which comprise the largest segment of the
materials handling equipment industry. NMHG accounted for 57% and 47% of NACCO's
assets and liabilities, respectively, as of December 31, 1998, while its
operations accounted for 68% and 67% of NACCO's revenues and operating profits,
respectively, in 1998.
THE INDUSTRY
Forklift trucks are used in a wide variety of business applications,
including manufacturing and warehousing. The materials handling industry,
especially in industrialized nations, is generally a mature industry, which has
historically been cyclical. Fluctuations in the rate of orders for forklift
trucks reflect the capital investment decisions of the customers, which in turn
depend upon the general level of economic activity in the various industries
served by such customers.
Since 1991, the worldwide market for forklift trucks has gradually
increased to approximately 500,000 units. During this time, however, individual
geographic markets have been subject to cyclicality. The North American market
for forklift trucks peaked in 1995, began a cyclical downturn in 1996 and then
recovered to a new high in 1998. The European market reversed a declining trend
in 1994 and has steadily grown to a new high in 1998. The Japanese market
reversed a growth trend in 1998 as a result of the widely publicized financial
problems in Japan in 1998. The market in Asia-Pacific (outside of Japan)
continued modest growth in 1996 and the first half of 1997. However, the
late-1997 Asian financial crisis, which continued through 1998, has negatively
affected lift truck demand in that part of the world. For further information,
see the 1998 Annual Report under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Outlook. "
COMPANY OPERATIONS
NMHG maintains product differentiation between Hyster and Yale brands
of forklift trucks and distributes its products through separate worldwide
dealer networks. Nevertheless, NMHG has integrated overlapping operations and
takes advantage of economies of scale in design, manufacturing and purchasing.
NMHG provides virtually all of its own design, manufacturing and administrative
functions. Products are marketed and sold through two separate dealer networks
which retain and promote the Hyster and Yale identities. In Japan, NMHG 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
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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 and its affiliates in the U.S., Europe and Asia-Pacific.
PRODUCT LINES
NMHG designs and manufactures a wide range of forklift trucks under
both the Hyster and Yale brand names. The principal categories of forklift
trucks include electric rider, electric narrow-aisle and electric motorized hand
forklift trucks primarily for indoor use and internal combustion engine ("ICE")
forklift trucks for indoor or outdoor use. Forklift truck sales accounted for
approximately 83%, 82% and 84% of NMHG's net sales in 1998, 1997 and 1996,
respectively.
NMHG 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 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 has a similar program,
PREMIER(TM), for its Yale dealers in the Americas and Europe. Accordingly, NMHG
dealers can offer their mixed fleet customers a "one stop" supply source.
Certain of these parts are manufactured by and purchased from third party
component makers. Service parts accounted for approximately 17%, 18% and 16% of
NMHG net sales in 1998, 1997 and 1996, respectively. For further information on
geographic regions, see Note 19 to the Consolidated Financial Statements in the
1998 Annual Report.
COMPETITION
The forklift truck industry is highly competitive. The worldwide
competitive structure of the industry is fragmented by product line and country;
however, the three largest manufacturers have a significantly greater market
position on a unit volume basis than the other manufacturers. The principal
methods of competition among forklift truck manufacturers are product
performance, price, service and distribution networks. The forklift truck
industry also competes with alternative methods of materials handling, including
conveyor systems, automated guided vehicle systems and manual labor. Global
competition is also affected by a number of other factors, including currency
fluctuations, variations in labor costs and effective tax rates, and the costs
related to compliance with applicable regulations, including export restraints,
antidumping provisions and environmental regulations.
Although there is no official source for information on the subject,
NACCO believes that in 1998 NMHG was one of the leading manufacturers of
forklift trucks in the world, based on the number of lift trucks sold.
NMHG'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 believes that it has a significant
share of unit sales of electric rider and ICE forklift trucks in Western Europe.
Although NMHG's current market share in the Asia-Pacific, Chinese and Japanese
markets is lower than in other geographic areas, these markets have been
targeted for additional opportunities. However, the late-1997 Asian financial
crisis, which continued through 1998, has negatively affected lift truck demand
in that part of the world.
TRADE RESTRICTIONS
A. UNITED STATES
Since June 1988, Japanese-built ICE forklift trucks imported into the
U.S., 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 1998 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 does not currently import for sale in the
United States any forklift trucks or components subject to the antidumping duty
order. This antidumping duty order will remain in effect until the Japanese
manufacturers and importers satisfy the U.S. Department of Commerce (the
"Commerce Department") that they have not individually sold merchandise subject
to the order in the United States below foreign market value for at least three
consecutive years, or unless the Commerce Department or the U.S. International
Trade Commission finds that changed circumstances exist sufficient to warrant
the retirement of the order. The legislation implementing the Uruguay round of
GATT negotiations passed in 1994 provides that the antidumping order will be
reviewed for possible retirement in 2000. All of NMHG's major Japanese
competitors have either built or acquired manufacturing or assembly facilities
in the United States. NMHG cannot predict with any certainty if
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there have been or will be any negative effects to it resulting from Japanese
manufacturers sourcing their forklift products from the United States. NMHG
intends to oppose retirement of the antidumping duty in 2000, but cannot predict
if it will be successful or what the effect would be on NMHG if the order is
retired.
B. EUROPE
From 1986 through 1994, Japanese forklift truck manufacturers were
subject to informal export restraints on Japanese-manufactured electric rider,
electric narrow-aisle and ICE forklift trucks shipped to Europe. These informal
restraints terminated in 1995. Several Japanese manufacturers have established
manufacturing or assembly facilities within the European Union.
PRODUCT DESIGN AND DEVELOPMENT
NMHG spent $38.6 million, $23.5 million and $23.3 million on product
design and development activities in 1998, 1997 and 1996, respectively. The
Hyster and Yale products are differentiated for the specific needs of their
respective customer bases. NMHG continues to pursue opportunities to improve
product costs by engineering new Hyster and Yale brand products with component
commonality.
Certain product design and development activities with respect to ICE
forklift trucks and some components are performed in Japan by S-N. S-N spent
approximately $4.3 million, $4.1 million and $4.2 million on product design and
development in 1998, 1997 and 1996, respectively.
BACKLOG
As of December 31, 1998, NMHG's backlog of unfilled orders for forklift
trucks was approximately 19,500 units, or $350 million, of which substantially
all is expected to be filled during fiscal 1999. This compares to the backlog as
of December 31, 1997 of approximately 22,100 units, or $392 million. Increased
production and a slight reduction in the rate of incoming orders for forklift
trucks in 1998 caused this slight decline in backlog levels. Backlog represents
unit orders to NMHG's manufacturing plants from independent dealerships, retail
customers and contracts with the U.S. Government. Although these orders are
believed to be firm, such orders may be subject to cancellation or modification.
SOURCES
NMHG has adopted a strategy of obtaining its raw materials and
principal components on a global basis from competitively priced sources. NMHG
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 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 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. In addition, NMHG has an internal sales force for each brand to sell
directly to major customers. In Japan, forklift truck products are distributed
by S-N.
In 1998, NMHG embarked on a strategy of permanently acquiring or
investing in certain of its independently-owned Hyster and Yale retail
dealerships. NMHG believes its expansion into retail distribution will be
beneficial because of the significant revenue and profit stream that occurs at
the retail level from new and used unit sales, part sales, rental income and
maintenance and repair business. NMHG believes that ownership of retail dealers
will ensure strategic alignment of its manufacturing with its distribution and
will streamline its distribution channel. NMHG's ownership and operation of
retail dealers will allow it to financially strengthen this portion of its
distribution organization. NMHG's goal is to have a combination of large, well
capitalized, professionally run independent and company-owned dealers. For
further information, see the 1998 Annual Report under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
As of March 15, 1999, NMHG has acquired two dealerships in the United
States, seven dealerships in Europe and three dealerships in Asis-Pacific. NMHG
expects to complete a significant number of additional dealer acquisitions
throughout the world in 1999.
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NMHG has added personnel throughout its worldwide organizational
structure to staff its emerging retail business. NMHG competes in this arena
with its own independent Hyster or Yale dealers, independently-owned dealers for
competing brands, dealerships owned by competing manufacturers,
independently-owned rental fleets and independent maintenance and repair
businesses. NMHG has experience prior to 1992 operating company-owned Hyster and
Yale dealers and believes it has the experience, personnel and resources to be
successful in the retail distribution end of the materials handling business.
FINANCING OF SALES
In 1998, NMHG 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 North American Yale dealers GE Capital was already
supporting under the agreement. NMHG owns 20% of the joint venture entity, NMHG
Financial Services, Inc., and is entitled to certain fees and remarketing
profits. In addition, NMHG entered into an International Operating Agreement
with GE Capital pursuant to which GE Capital will provide leasing and financing
services to Hyster and Yale dealers throughout the major countries of the world
and make referral fee payments to NMHG once certain thresholds are met. The
agreements expire in 2003.
Hyster U.S. dealer and direct sales of Hyster products in the U.S. also
are supported by leasing and financing services provided by Hyster Credit
Company, a division of AT&T Capital, pursuant to an operating agreement that
expires in 2000.
EMPLOYEES
As of February 28, 1999, NMHG had approximately 7,000 employees.
Employees in the Danville, Illinois manufacturing and parts depot operations
(approximately 773 employees) are unionized, as are tool room employees
(approximately 22 employees) located in Portland, Oregon. A three-year contract
for the Danville union employees expires in June 2000. A one-year contract with
the Portland tool room union expires in October 1999. 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.
NMHG's management believes its current labor relations with both union
and non-union employees are generally satisfactory and that it will be able to
renew the Portland union contract in 1999 on acceptable terms.
GOVERNMENT REGULATION
NMHG'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's
products are also subject to various industry and governmental standards. NMHG's
management believes that the impact of expenditures to comply with such
requirements will not have a material adverse effect on NMHG.
PATENTS, TRADEMARKS AND LICENSES
NMHG is not materially dependent upon patents or patent protection.
NMHG 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 in connection with the manufacture and sale of
forklift trucks and related components, is currently registered in approximately
150 countries. NMHG's management believes that its business is not dependent
upon any individual trademark registration or license, but that the Hyster and
Yale trademarks are material to its business.
FOREIGN OPERATIONS
For a description of net sales and other financial information by
geographic region, see Note 19 to the Consolidated Financial Statements in the
1998 Annual Report.
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C. NACCO HOUSEWARES GROUP
GENERAL
In the second quarter of 1998, NACCO began reporting the results of
HB*PS and KCI on a combined basis as the NACCO Housewares Group. HB*PS believes
that it is the largest full-line manufacturer and marketer of small electric
household 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 145 retail
stores as of February 28, 1999. Stores are located primarily in factory outlet
complexes that feature merchandise of highly recognizable name-brand
manufacturers, including HB*PS. Housewares accounted for 18% and 13% of NACCO's
assets and liabilities, respectively, as of December 31, 1998, while its
operations accounted for 21% and 18% of NACCO's revenues and operating profits,
respectively, in 1998.
SALES AND MARKETING
HB*PS manufactures and markets a wide range of small electric
household appliances, including motor driven appliances such as blenders, food
processors, mixers and electric knives, and heat-generating appliances such as
toasters, irons, coffeemakers, indoor grills and toaster ovens. HB*PS also makes
commercial products for restaurants, bars and hotels. HB*PS generally markets
its "better" and "best" segments under the Hamilton Beach(R) brand and uses the
Proctor-Silex(R) brand for the "good" and "better" segments. HB*PS generally
markets its products primarily in North America, but also sells products in
Latin America, Asia and Europe. Sales are generated predominantly by a network
of inside sales employees to mass merchandisers, national department stores,
variety store chains, drug store chains, catalog showrooms and other retail
outlets. Principal customers include Wal-Mart, Kmart, Target, Canadian Tire,
Zellers, SAM'S Club, Dollar General, Sears and Ames. Sales promotional
activities are primarily focused on cooperative advertising.
Because of the seasonal nature of the markets for small electric
appliances, HB*PS' management believes that backlog is not a meaningful
indicator of performance and is not a significant indicator of annual sales.
Backlog of orders as of December 31, 1998 was approximately $5.5 million. This
compares with the aggregate backlog as of December 31, 1997 of approximately
$11.0 million. This backlog represents customer orders, which may be canceled at
any time prior to shipment.
HB*PS' warranty program to the consumer consists generally of a limited
warranty lasting for two years for electric appliances. Under its warranty
program, HB*PS may repair or replace, at its option, those products found to
contain manufacturing defects.
Revenues and operating profit for Housewares are traditionally greater
in the second half of the year as sales of small electric appliances to
retailers and consumers increase significantly with the fall holiday selling
season. Because of the seasonality of purchases of its products, HB*PS incurs
substantial short-term debt to finance inventories and accounts receivable
during this period.
PRODUCT DESIGN AND DEVELOPMENT
The Housewares Group spent $5.5 million in 1998, $4.4 million in 1997
and $3.7 million in 1996 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
household appliances in North America based on key product categories.
As retailers generally purchase a limited selection of small electric
appliances, HB*PS competes with other suppliers for retail shelf space and
focuses its primary marketing efforts on retailers rather than consumers. In
1996, HB*PS also initiated consumer advertising for the Hamilton Beach(R) brand.
HB*PS' management believes that the principal areas of competition with respect
to its products are quality, price, product design, product features,
merchandising, promotion and warranty. HB*PS' management believes that it is
competitive in all of these areas.
8
10
As the outlet channel of the retail industry is approaching maturity,
the management of KCI continues to explore alternate areas of growth and
diversification. For the past several years, KCI has been testing alternative
store formats both within the outlet industry and the more traditional retail
environments. Not all of these formats have met KCI's rigorous financial
performance standards. KCI continues to explore alternate channels of
distribution, including distribution through the Internet.
GOVERNMENT REGULATION
HB*PS, in common with other manufacturers, is subject to numerous
Federal and state health, safety and environmental regulations. HB*PS'
management believes that the impact of expenditures to comply with such laws
will not have a material adverse effect on HB*PS. HB*PS' products are subject to
testing or regulation by Underwriters' Laboratories, the Canadian Standards
Association and various entities in foreign countries that review product
design.
PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES
HB*PS holds patents and trademarks registered in the United States and
foreign countries for various products. HB*PS' management believes that its
business is not dependent upon any individual patent, trademark, copyright or
license, but that the Hamilton Beach and Proctor-Silex trademarks are material
to its business.
EMPLOYEES
As of February 28, 1999, Housewares' work force consisted of
approximately 5,650 employees, most of which are not represented by unions. In
Canada, approximately 20 hourly employees at HB*PS' Picton, Ontario distribution
facility are unionized. These employees are represented by an employee
association which performs a consultative role on employment matters. On
February 1, 1999, a collective bargaining agreement was executed for HB*PS'
Saltillo manufacturing facility. There are approximately 1,120 employees subject
to the terms of this agreement.
The management of HB*PS and KCI believe their current labor relations
with both union and non-union employees are satisfactory.
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 2.0 billion
tons, approximately 83% of which are lignite deposits in North Dakota. Reserves
are estimates of quantities of coal, made by NACoal's geological and engineering
staff, that are considered mineable in the future using existing operating
methods. Developed reserves are those which have been allocated to mines which
are in operation; all other reserves are classified as undeveloped. Information
concerning mine type, reserve data and coal quality characteristics for NACoal's
properties are set forth on the table on page 3 under "Item 1. Business -- A.
NACoal -- Sales, Marketing and Operations."
9
11
C. NMHG
The following table summarizes certain information with respect to the
principal manufacturing, distribution and office facilities owned or leased by
NMHG.
LOCATION OWNED LEASED FUNCTION/PRINCIPAL PRODUCTS
- -------- ----- ------ ---------------------------
Berea, Kentucky X Manufacture of forklift trucks
Craigavon, Northern Ireland X Manufacture of forklift trucks
Danville, Illinois X Manufacture of forklift trucks,
components and service parts
Danville, Illinois X Distribution of service parts for
both Hyster and Yale forklift trucks
Fleet, England X Hyster and Yale forklift truck
marketing and sales operations
for Europe, the Middle East and Africa
Greenville, North Carolina X NMHG Americas division headquarters; Hyster
and Yale marketing and sales operations for
NMHG Americas; design and manufacture of
warehouse forklift trucks
Irvine, Scotland X NMHG European division headquarters;
manufacture of forklift trucks
Lenoir, North Carolina X Manufacture of component parts for forklift trucks
Masate, Italy X Manufacture of forklift trucks
Modena, Italy X Manufacture of forklift trucks
Nijmegen, the Netherlands X Design and manufacture of forklift trucks
and component parts; distribution of service
parts for forklift trucks
Obu, Japan X S-N headquarters; manufacture of forklift
trucks and component parts; distribution of
service parts for forklift trucks
Portland, Oregon X Counterbalanced forklift truck development
center for design and testing of forklift
trucks, prototype equipment and component
parts
Portland, Oregon X NMHG global headquarters
Portland, Oregon X Manufacture of production tooling and prototype units
Ramos Arizpe, Mexico X Manufacturing facility for component parts
(near Saltillo) of forklift trucks
Sao Paulo, Brazil X Assembly of forklift trucks; distribution of service parts
for forklift trucks
Shanghai, China X Manufacturing facility for forklift trucks
under construction 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
10
12
D. NACCO HOUSEWARES GROUP
The following table summarizes certain information with respect to the
principal manufacturing, distribution and office facilities owned or leased by
HBPS.
LOCATION OWNED LEASED FUNCTION/PRINCIPAL PRODUCTS
- -------- ----- ------ ---------------------------
Collierville, Tennessee X Distribution center
El Paso, Texas X Distribution center
Glen Allen, Virginia X Corporate headquarters
Juarez, Chihuahua, Mexico X Assembly of heat driven products (two plants); plastic
molding facility (one plant)
Memphis, Tennessee X Distribution center
Mt. Airy, North Carolina X Manufacture of heat driven products
Picton, Ontario, Canada X Distribution center
Southern Pines, North Carolina X Manufacture of iron components; 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 Distribution and warranty center; manufacture of motor driven
products; plastic molding facility
Saltillo, Mexico X Manufacture of heat driven and motor products and plastic
molding facility
Sales offices are also leased in several cities in the United States
and Canada.
KCI currently leases its corporate headquarters building, a
warehouse/distribution facility and a retail store in Chillicothe, Ohio. KCI
leases the remainder of its retail stores. A typical store is approximately
3,000 square feet.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries is a party to any
material pending legal proceeding other than ordinary routine litigation
incidental to its respective business.
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.
11
13
EXECUTIVE OFFICERS OF THE COMPANY
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Alfred M. Rankin, Jr. 57 Chairman, President and Chief Executive From prior to 1994 to May 1994, President
Officer of NACCO (since May 1994) and Chief Executive Officer of NACCO.
Charles A. Bittenbender 49 Vice President, General Counsel and
Secretary of NACCO (since prior to 1994)
Kenneth C. Schilling 39 Vice President and Controller of NACCO From June 1996 to May 1997, Controller of
(since May 1997) NACCO. From July 1995 to May 1996, Manager
of Tax and Budgeting of NACCO. From prior
to 1994 to June 1995, Manager of Tax of
NACCO.
J.C. Butler, Jr. 38 Vice President - Corporate Development From June 1996 to May 1997, Manager of
and Treasurer of NACCO (since May 1997) Corporate Development and Treasurer of
NACCO. From May 1995 to May 1996, Manager
of Corporate Development of NACCO. From
prior to 1994 to 1995, Associate at
McFarland Dewey & Co. (investment banking).
Lauren E. Miller 44 Vice President - Consulting Services of From January 1996 to May 1997, Director of
NACCO (since May 1997) Internal Consulting of NACCO. From prior
to 1994 to December 1995, Manager of
Strategy Development of NACCO.
12
14
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
A. NACOAL
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Clifford R. Miercort 59 President and Chief Executive Officer
of NACoal (since prior to 1994)
Herschell A. Cashion 56 Senior Vice President - Business From prior to 1994 to August 1994, Vice
Development of NACoal (since August President - Business Development of NACoal.
1994)
Charles B. Friley 57 Vice President and Chief Financial From prior to 1994 to October 1994, Senior
Officer of NACoal (since February 1995) Vice President of Phillips Alaska Natural
Gas Company.
Thomas A. Koza 52 Vice President - Law and Administration
of NACoal; Secretary of NACoal (since
prior to 1994)
Clark A. Moseley 47 Vice President - Engineering of NACoal From August 1994 to June 1997, Manager,
(since June 1997) Engineering and Project Development,
NACoal. From prior to 1994 to August 1994,
Manager, Technical Services, NACoal.
K. Donald Grischow 51 Controller and Treasurer of NACoal
(since prior to 1994)
13
15
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
B. NMHG
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Reginald R. Eklund 58 President and Chief Executive Officer
of NMHG (since prior to 1994)
Julie C. Hui 42 Controller of NMHG (since January 1995) From prior to 1994 to January 1995,
Controller, Burr Brown Corporation
(manufacturer of micro electronics and
systems products).
Ron J. Leptich 55 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 1994 to
June 1996, Vice President, Engineering,
Worldwide of NMHG.
Geoffrey D. Lewis 41 Vice President, General Counsel and From prior to 1994 to September 1995,
Secretary of NMHG (since September 1995) Senior Vice President, General Counsel and
Corporate Secretary of American Health
Properties, Inc. (health care facilities).
Jeffrey C. Mattern 46 Treasurer of NMHG (since prior to 1994)
William C. Maxwell 52 Vice President, Finance and Chief From prior to 1994 to August 1996, Vice
Financial Officer of NMHG (since August President Finance - Europe of NMHG.
1996)
Frank G. Muller 57 Vice President of NMHG; President,
Americas (since prior to 1994)
Ronald D. Muller 52 Vice President, Operations Strategy & From August 1996 to August 1998, Vice
Counterbalanced Products of NMHG (since President, Manufacturing and Information
August 1998) Services, Worldwide of NMHG. From February
1995 to August 1996, Vice President,
Manufacturing and Component Strategy,
Worldwide of NMHG. From prior to 1994 to
February 1995, Vice President,
Manufacturing, Worldwide of NMHG.
Victoria L. Rickey 46 Vice President of NMHG; Managing From prior to 1994 to January 1995, Senior
Director, NMHG Europe, Africa and Vice President International Business
Middle East (since January 1995) Group, J.I. Case (manufacturer of
agricultural and construction equipment).
Edward W. Ryan 60 Vice President, Marketing of NMHG From February 1995 to November 1996, Vice
(since February 1995); President, NMHG President, Counterbalanced Trucks,
Asia-Pacific, China and Japan (since Worldwide of NMHG. From January 1994 to
November 1996) February 1995, Vice President, Yale
Materials Handling Corporation. From prior
to 1994 to February 1995, Vice President,
Yale Marketing.
14
16
PRINCIPAL OFFICERS OF THE COMPANY'S SUBSIDIARIES
C. NACCO HOUSEWARES GROUP
1. HB*PS
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Richard E. Posey 52 President and Chief Executive Officer From prior to 1994 to June 1994, Executive
of HB*PS (since September 1995) Vice President, Consumer Products, North
America, S.C. Johnson & Sons, Inc.
(manufacturer of consumer products).
Charles B. Hoyt 51 Senior Vice President - Finance and From prior to 1994 to January 1997, Vice
Chief Financial Officer of HB*PS (since President - Finance and Chief Financial
January 1997) Officer of HB*PS.
Clark S. Leslie 65 Senior Vice President - Operations of From March 1996 to December 1996, Vice
HB*PS (since January 1997) President - Operations of HB*PS. From prior
to 1994 to March 1996, General Manager,
Washington, N.C. plant, HB*PS.
Michael J. Morecroft 56 Senior Vice President - Engineering From prior to 1994 to December 1996, Vice
/Product Development of HB*PS (since President, Engineering/Product Development
January 1997) of HB*PS.
Judith B. McBee 51 Senior Vice President - Marketing of From October 1994 to December 1996,
HB*PS (since January 1997) Executive Vice President - Marketing of
HB*PS. From prior to 1994 to September
1994, Executive Vice President -
Marketing/Sales of HB*PS.
Paul C. Smith 52 Senior Vice President - Sales and From September 1994 to January 1996,
International of HB*PS (since January Senior Vice President - Sales of HB*PS.
1996) From prior to 1994 to September 1994, Vice
President and General Manager, Consumer
Markets Division, Fuji Photo Film U.S.A.
(manufacturer of photographic film).
George P. Manson, Jr. 45 Vice President, General Counsel and From March 1995 to July 1996, Corporate
Secretary of HB*PS (since July 1996) Counsel of American Home Products Corp.
(health care and consumer products
manufacturer). From February 1994 to
January 1995, Assistant General Counsel,
A.T. Massey Coal Company (mining company).
James H. Taylor 41 Vice President and Treasurer of HB*PS
(since prior to 1994)
2. KCI
NAME AGE CURRENT POSITION OTHER POSITIONS
- ---- --- ---------------- ---------------
Randolph J. Gawelek 51 President, Secretary and Treasurer of From December 1998 to March 1999,
KCI (since March 1999). Executive Vice President, Secretary and
Treasurer of KCI. From prior to 1994 to
December 1998, Executive Vice President and
Secretary of KCI.
15
17
PART II
ITEM 5. MARKET FOR NACCO INDUSTRIES, INC. COMMON STOCK AND RELATED SECURITY
HOLDERS' MATTERS
The information required by this Item 5 is set forth on page 38 of the
1998 Annual Report under the heading "Market For NACCO Industries, Inc. Common
Stock and Related Security Holders' Matters," which information is incorporated
herein by reference and filed herewith as Exhibit 13.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information required by this Item 6 with respect to selected
financial data is set forth on page 1 of the 1998 Annual Report under the
heading "Selected Financial and Operating Data," which information is
incorporated herein by reference and filed herewith as Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item 7 is set forth at pages 22
through 38 of the 1998 Annual Report under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations," which
information is incorporated herein by reference and filed herewith as Exhibit
13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item 7A is set forth at pages 37 and
38 of the 1998 Annual Report under the heading "Quantitative and Qualitative
Disclosures About Market Risk," which information is incorporated herein by
reference and filed herewith as Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item 8 is set forth at pages 39
through 59 of the 1998 Annual Report, which information is incorporated herein
by reference and filed herewith as Exhibit 13.
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 is set forth in
the 1999 Proxy Statement under the headings "Business to be Transacted -- 1.
Election of Directors," and "Section 16(a) Beneficial Ownership Reporting
Compliance," which information is incorporated herein by reference. Information
regarding the executive officers of the Company is included as Item 4A of Part I
as permitted by Instruction 3 to Item 401(b) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is set forth in the
1999 Proxy Statement under the heading "Business to be Transacted -- 1. Election
of Directors" under the subheadings "-- Compensation of Directors," "--
Compensation of Executive Officers," "-- Stock Option Grants," "-- Stock Option
Exercises and Fiscal Year-End Values," "-- Long-Term Incentive Plans," "--
Compensation Committee Interlocks and Insider Participation" and "-- Pension
Plans," which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to security ownership of certain beneficial
owners and management is set forth in the 1999 Proxy Statement under the heading
"Business to be Transacted -- 1. Election of Directors -- Beneficial Ownership
of Class A Common and Class B Common," which information is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related
transactions is set forth in the 1999 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.
16
18
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 1998.
(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.
17
19
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 26, 1999
18
20
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 26, 1999
- ------------------------------------------ Chief Executive Officer (principal
Alfred M. Rankin, Jr. executive officer), Director
/s/ Kenneth C. Schilling Vice President and Controller March 26, 1999
- ------------------------------------------ (principal financial and accounting
Kenneth C. Schilling officer)
* Owsley Brown II Director March 26, 1999
- ------------------------------------------
Owsley Brown II
* Robert M. Gates Director March 26, 1999
- ------------------------------------------
Robert M. Gates
* Leon J. Hendrix, Jr. Director March 26, 1999
- ------------------------------------------
Leon J. Hendrix, Jr.
* Dennis W. LaBarre Director March 26, 1999
- ------------------------------------------
Dennis W. LaBarre
* Richard de J. Osborne Director March 26, 1999
- ------------------------------------------
Richard de J. Osborne
* Ian M. Ross Director March 26, 1999
- ------------------------------------------
Ian M. Ross
* John C. Sawhill Director March 26, 1999
- ------------------------------------------
John C. Sawhill
* Britton T. Taplin Director March 26, 1999
- ------------------------------------------
Britton T. Taplin
* David F. Taplin Director March 26, 1999
- ------------------------------------------
David F. Taplin
* John F. Turben Director March 26, 1999
- ------------------------------------------
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 26, 1999
- ------------------------------------------------------------
Kenneth C. Schilling, Attorney-in-Fact
19
21
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, 1998
NACCO INDUSTRIES, INC.
MAYFIELD HEIGHTS, OHIO
F-1
22
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
39 of the 1998 Annual Report:
Report of Independent Public Accountants--Year ended December 31, 1998,
1997 and 1996.
Consolidated Statements of Income and Comprehensive Income--Year ended
December 31, 1998, 1997 and 1996.
Consolidated Balance Sheets--December 31, 1998 and December 31, 1997.
Consolidated Statements of Cash Flows--Year ended December 31, 1998,
1997 and 1996.
Consolidated Statements of Stockholders' Equity--Year ended December
31, 1998, 1997 and 1996.
Notes to Consolidated Financial Statements.
NACCO Industries, Inc. Report of Management.
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
23
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of NACCO Industries, Inc.:
We have audited in accordance with generally accepted auditing
standards, 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 9,
1999. 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.
Arthur Andersen LLP
Cleveland, Ohio
February 9, 1999
F-3
24
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY CONDENSED BALANCE SHEETS
Year ended December 31
-----------------
1998 1997
------ ------
(In millions)
Current assets $ 0.6 $ --
Net amounts receivable from subsidiaries 5.5 12.4
Other assets 0.2 0.5
Investment in subsidiaries
NMHG 451.0 375.8
Housewares 150.1 137.9
NACoal 15.1 15.1
Bellaire 0.7 0.8
------ ------
616.9 529.6
Property, plant and equipment, net 1.6 1.9
Deferred income taxes 21.8 21.2
------ ------
Total Assets $646.6 $565.6
====== ======
Current liabilities $ 10.0 $ 15.2
Reserve for future interest on UMWA obligation 57.1 59.2
Note payable to Bellaire 38.4 39.3
Notes payable to other subsidiaries 18.0 22.6
Deferred income taxes and other 4.8 4.2
Stockholders' equity 518.3 425.1
------ ------
Total Liabilities and Stockholders' Equity $646.6 $565.6
====== ======
See Notes to Parent Company Financial Statements.
F-4
25
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY STATEMENTS OF INCOME
Year Ended December 31
-------------------------------
1998 1997 1996
------ ------ ------
(In millions)
Income (expense):
Intercompany interest income $ -- $ -- $ 0.1
Intercompany interest expense (1.0) (2.3) (0.5)
Other - net 0.9 1.9 0.4
------ ------ ------
(0.1) (0.4) --
Administrative and general expenses 10.5 8.4 8.9
------ ------ ------
Loss before income taxes (10.6) (8.8) (8.9)
Income tax benefit (4.2) (3.4) (3.1)
------ ------ ------
Net loss before equity in earnings of
Subsidiaries (6.4) (5.4) (5.8)
Equity in earnings of subsidiaries 108.7 67.2 56.4
------ ------ ------
Net income $102.3 $ 61.8 $ 50.6
====== ====== ======
See Notes to Parent Company Financial Statements.
F-5
26
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY STATEMENTS OF CASH FLOWS
Year Ended December 31
----------------------------
1998 1997 1996
------ ------ ------
OPERATING ACTIVITIES
Net income $102.3 $ 61.8 $ 50.6
Equity in earnings of subsidiaries (108.7) (67.2) (56.4)
------ ------ ------
Parent company only net loss (6.4) (5.4) (5.8)
Deferred income taxes (0.6) (1.3) 1.9
Income taxes net of intercompany tax payments (6.8) 6.0 (0.9)
Working capital changes 3.4 (1.3) 0.8
Changes in current intercompany amounts 7.9 (1.8) 1.9
Changes in reserve for future interest on UMWA obligation (2.1) (2.3) (2.8)
Items of income or expense not requiring cash outlays 0.4 0.4 --
------ ------ ------
Net cash used for operating activities (4.2) (5.7) (4.9)
INVESTING ACTIVITIES
Capital contributions to NMHG -- -- (1.8)
Dividends and advances received from subsidiaries 15.4 14.8 55.9
Notes payable to Bellaire (0.8) (1.3) (2.7)
Expenditures for equipment (0.1) (0.1) (1.4)
------ ------ ------
Net cash provided by investing activities 14.5 13.4 50.0
FINANCING ACTIVITIES
Cash dividends (6.6) (6.3) )(6.7)
Purchases of treasury stock (4.7) (2.8) (40.4)
Treasury stock sales under stock option and
Directors' compensation plans - net 1.0 1.0 1.1
Other - net -- 0.1 0.1.2
------ ------ ------
Net cash used for financing activities (10.3) (8.0) (44.8)
------ ------ ------
CASH AND CASH EQUIVALENTS
Increase (decrease) for the period -- (0.3) 0.3
Balance at the beginning of the period -- 0.3 --
------ ------ ------
Balance at the end of the period $ -- $ -- 0.3
====== ====== ======
See Notes to Parent Company Financial Statements.
F-6
27
SCHEDULE 1--CONDENSED FINANCIAL INFORMATION OF THE PARENT
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
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 $22.6 million in 1998,
$37.7 million in 1997 and $27.2 million in 1996.
NOTE C - UNRESTRICTED CASH
The amount of unrestricted cash available to NACCO, included in
Investment in subsidiaries was $34.7 million at December 31, 1998.
F-7
28
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
- ---------------------------------------------- ------------------ -------------------------------------- -----------------
COL A. COL B. COL C. COL D. COL E.
- ---------------------------------------------------------------------------------------------------------------------------
Additions (D)
---------------------------
Balance at Charged to Charged to Other
Beginning of Costs and Accounts Deductions Balance at
Description Period Expenses --Describe --Describe End of Period
- ---------------------------------------------- ------------------ ----------------- -------------------- -----------------
(In millions)
1998
Reserves deducted from asset accounts:
Allowance for doubtful accounts $ 6.3 $ 2.5 $ 0.1(C) $ 1.1(A) $ 7.8
Allowance for discounts,
adjustments and returns 7.8 17.4 -- 17.4(B) 7.8
Reserve for losses on inventory 15.8 7.2 0.5(C) 2.0(A) 21.5
Valuation allowance against
deferred tax assets 5.9 0.8 -- -- 6.7
1997
Reserves deducted from asset accounts:
Allowance for doubtful accounts 5.0 2.0 (0.1)(C) 0.6(A) 6.3
Allowance for discounts,
adjustments and returns 7.5 16.7 -- 16.4(B) 7.8
Reserve for losses on inventory 16.1 9.8 (3.3)(C) 6.8(A) 15.8
Valuation allowance against
deferred tax assets -- 5.9 -- -- 5.9
1996
Reserves deducted from asset accounts:
Allowance for doubtful accounts 4.4 1.9 -- 1.3(A) 5.0
Allowance for discounts,
adjustments and returns 6.9 15.2 -- 14.6(B) 7.5
Reserve for losses on inventory 11.1 12.3 (0.2)(C) 7.1(A) 16.1
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
29
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 Management, 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.
x-1
30
(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.
(10) Material contracts.
*(i) The NACCO Industries, Inc. 1975 Stock Option Plan (as amended and
restated as of July 17, 1986) is incorporated herein by reference to Exhibit
10(i) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission File Number 1-9172.
*(ii) Form of Incentive Stock Option Agreement for incentive stock
options granted before 1987 under The NACCO Industries, Inc. 1975 Stock Option
Plan (as amended and restated as of July 17, 1986) is incorporated herein by
reference to Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, Commission File Number 1-9172.
*(iii) Form of Incentive Stock Option Agreement for incentive stock
options granted after 1986 under The NACCO Industries, Inc. 1975 Stock Option
Plan (as amended and restated as of July 17, 1986) is incorporated herein by
reference to Exhibit 10(iii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, Commission File Number 1-9172.
*(iv) Form of Non-Qualified Stock Option Agreement under The NACCO
Industries, Inc., 1975 Stock Option Plan (as amended and restated as of July 17,
1986) is incorporated herein by reference to Exhibit 10(iv) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991,
Commission File Number 1-9172.
*(v) The NACCO Industries, Inc. 1981 Stock Option Plan (as amended and
restated as of July 17, 1986) is incorporated herein by reference to Exhibit
10(v) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission File Number 1-9172.
*(vi) Form of Non-Qualified Stock Option Agreement under The NACCO
Industries, Inc. 1981 Stock Option Plan (as amended and restated as of July 17,
1986) is incorporated herein by reference to Exhibit 10(vi) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991,
Commission File Number 1-9172.
*(vii) Form of Incentive Stock Option Agreement for incentive stock
options granted before 1987 under The NACCO Industries, Inc. 1981 Stock Option
Plan (as amended and restated as of July 17, 1986) is incorporated herein by
reference to Exhibit 10(vii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, Commission File Number 1-9172.
*(viii) Form of Incentive Stock Option Agreement for incentive stock
options granted after 1986 under The NACCO Industries, Inc. 1981 Stock Option
Plan (as amended and restated as of July 17, 1986) is incorporated herein by
reference to Exhibit 10(viii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, Commission File Number 1-9172.
*(ix) The Retirement Benefit Plan for Alfred M. Rankin, Jr., effective
as of January 1, 1994 is incorporated herein by reference to Exhibit 10 (ix) to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, Commission File Number 1-9172.
*(x) Amendment No. 1 to the Retirement Benefit Plan for Alfred M.
Rankin, Jr., dated as of March 15, 1995, 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, 1998, 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, 1997, 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.
x-2
31
*(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 to the Retirement Benefit Plan for Alfred M.
Rankin, Jr. (as amended and restated effective January 1, 1994) dated June 30,
1995 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, 1999, is attached hereto as Exhibit 10(xx).
(xxi) - (xxx) Intentionally left blank.
*(xxxi) The North American Coal Annual Incentive Plan, effective as of
January 1, 1998, 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, 1997,
Commission File Number 1-9172.
*(xxxii) Instrument of Merger, Amendment and Transfer of Sponsorship of
Benefit Plans, effective as of August 31, 1994, is incorporated herein by
reference to Exhibit 10(xxviii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, Commission File Number 1-9172.
(xxxiii) Credit Agreement, dated as of September 27, 1991, among The
North American Coal Corporation, Citibank, N.A., Ameritrust Company National
Association and Morgan Guaranty Trust Company of New York, as agent is
incorporated herein by reference to Exhibit 10(xcii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File
Number 1-9172.
(xxxiv) Subordination Agreement, dated September 27, 1991, among The
North American Coal Corporation, the Company and Morgan Guaranty Trust Company
of New York, as agent, is incorporated herein by reference to Exhibit 10(xciv)
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1991, Commission File Number 1-9172.
*(xxxv) The North American Coal Corporation Value Appreciation Plan, as
amended on March 11, 1992 is incorporated herein by reference to Exhibit
10(xcviii) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission File Number 1-9172.
*(xxxvi) Amendment No. 1 to The North American Coal Corporation Value
Appreciation Plan, dated as of December 14, 1994, is incorporated herein by
reference to Exhibit 10(xcix) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, Commission File Number 1-9172.
(xxxvii) Intentionally left blank.
(xxxviii) Amendment No. 1 to the Credit Agreement dated as of July 28,
1993 among The North American Coal Corporation and the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10(cxxxxiii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File
Number 1-9172.
(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.
x-3
32
*(xli) The North American Coal Corporation Deferred Compensation Plan
for Management Employees (as amended and restated effective January 1, 1996), is
incorporated herein by reference to Exhibit 10(xli) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File
Number 1-9172.
*(xlii) Amendment No. 1, dated December 1, 1995, to The North American
Coal Corporation Supplemental Retirement Benefit Plan (as amended and restated
effective September 1, 1994), effective as of December 31, 1994, is incorporated
herein by reference to Exhibit 10 (xlii) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, Commission File Number 1-9172.
(xliii) Amendment No. 3 to the Credit Agreement dated as of September
16, 1996 among The North American Coal Corporation and the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10(xliii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, Commission File
Number 1-9172.
*(xliv) Intentionally left blank.
*(xlv) The North American Coal Annual Incentive Plan, effective as of
January 1, 1999, is attached hereto as Exhibit 10(xlv).
(xlvi) Waiver Agreement dated November 15, 1996 by and among Morgan
Guaranty Trust Company, Citibank, N.A., Wells Fargo (Texas), N.A., Key Bank
National Association and The North American Coal Corporation is incorporated
herein by reference to Exhibit 10(xlvi) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, Commission File Number 1-9172.
(xlvii) Amendment No. 4 to the Credit Agreement dated as of July 29,
1997 among The North American Coal Corporation, the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10(xlvii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, Commission File
Number 1-9172.
(xlviii) Assignment and Assumption Agreement dated as of August 22,
1997 among The North American Coal Corporation, the banks listed on the
signatory pages and Morgan Guaranty Trust Company of New York, as Agent, is
incorporated herein by reference to Exhibit 10(xlviii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, Commission File
Number 1-9172.
*(xlix) The North American Coal Corporation Deferred Compensation Plan
for Management Employees, dated December 29, 1998 (as amended and restated
effective January 1, 1999) is attached hereto as Exhibit 10(xlix).
*(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 attached hereto
as Exhibit 10(l).
*(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 attached hereto
as Exhibit 10(li).
(lii) - (liii) Intentionally left blank.
*(liv) Amendment No. 1 to the Hyster-Yale Materials Handling, Inc.
Long-Term Incentive Compensation Plan, effective as of January 1, 1994, is
incorporated herein by reference to Exhibit 10(lxxxviii) to the Hyster-Yale
Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
Commission File Number 33-28812.
(lv) Agreement and Plan of Merger, dated as of April 7, 1989, among
NACCO Industries, Inc., Yale Materials Handling Corporation, Acquisition I, Esco
Corporation, Hyster Company and Newesco, is incorporated herein by reference to
Exhibit 2.1 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on
Form S-1 filed May 17, 1989 (Registration Statement Number 33-28812).
(lvi) Agreement and Plan of Merger, dated as of April 7, 1989, among
NACCO Industries, Inc., Yale Materials Handling Corporation, Acquisition II,
Hyster Company and Newesco, is incorporated herein by reference to Exhibit 2.2
to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1
filed May 17, 1989 (Registration Statement Number 33-28812).
(lvii) Intentionally left blank.
*(lviii) NACCO Materials Handling Group, Inc. Annual Incentive
Compensation Plan for 1998 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, 1997, Commission File Number 1-9172.
x-4
33
*(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, 1999, is attached hereto as Exhibit 10(lxiii).
(lxiv) - (lxvi) Intentionally left blank.
*(lxvii) Amendment No. 3 to the Hyster-Yale Materials Handling, Inc.
Long-Term Incentive Compensation Plan effective January 1, 1994 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.
*(lxviii) 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.
(lxix) Amendment dated as of January 1, 1994 to the Third Amendment and
Restated Operating Agreement dated as of November 7, 1991, between NACCO
Materials Handling Group and AT&T Commercial Finance Corporation is incorporated
herein by reference to Exhibit 10(c) to the Hyster-Yale Quarterly Report on Form
10-Q for the quarter ended September 30, 1994, Commission File Number 33-28812.
*(lxx) The Yale Materials Handling Corporation Deferred Incentive
Compensation Plan (also known as The Yale Materials Handling Corporation
Short-Term Incentive Compensation Deferral Plan), dated March 1, 1984, is
incorporated herein by reference to Exhibit 10(lxxi) to the Hyster-Yale Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File
Number 33-28812.
(lxxi) Intentionally left blank.
(lxxii) Credit Agreement between NACCO Materials Handling Group, Inc.
and Morgan Guaranty Trust company of New York, as Agent, and the other banks
listed thereto, dated February 28, 1995, is incorporated by reference herein to
Exhibit 10(lxxxvii) of the Hyster-Yale Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, Commission File Number 33-28812.
(lxxiii) Intentionally left blank.
*(lxxiv) The NACCO Materials Handling Group, Inc. Unfunded Benefit Plan
(as amended and restated effective as of January 1, 1999) is attached hereto as
Exhibit 10(lxxiv).
(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.
x-5
34
(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) - (lxxxv) Intentionally left blank.
(lxxxvi) Agreement of Merger, dated as of January 20, 1988, among NACCO
Industries, Inc., Housewares Holding Company, WE-PS Merger, Inc. and
WearEver-ProctorSilex, Inc., is incorporated herein by reference to pages 8
through 97 of Exhibit 2 to the Company's Current Report on Form 8-K, dated
February 1, 1988, Commission File Number 1-9172.
(lxxxvii) Shareholders Agreement, dated January 20, 1988, among NACCO
Industries, Inc. and the shareholders named therein is incorporated herein by
reference to pages 98 through 108 of Exhibit 2 to the Company's Current Report
on Form 8-K, dated February 1, 1988, Commission File Number 1-9172.
(lxxxviii) Intentionally left blank.
*(lxxxix) The Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan
(As Amended and Restated Effective January 1, 1999) is attached hereto as
Exhibit 10(lxxxix).
*(xc) Amendment No. 1 dated as of December 29, 1997 to the Hamilton
Beach/Proctor-Silex, Inc. Unfunded Benefit Plan (As Amended and Restated
Effective January 1, 1997) is incorporated herein by reference to Exhibit 10(xc)
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, Commission File Number 1-9172.
(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.
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35
(xcix) Collateral Assignment of Patents and Trademarks and Security
Agreement, dated as of October 11, 1990, between Hamilton Beach/Proctor-Silex
and The Chase Manhattan Bank (National Association), as the United States agent,
is incorporated herein by reference to Exhibit 10(cxvii) to the Company s Annual
Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File
Number 1-9172.
(c) NACCO Supplemental Agreement, dated as of October 11, 1990, between
NACCO and The Chase Manhattan Bank (National Association), as the United States
agent, is incorporated herein by reference to Exhibit 10(cxviii) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1990, Commission File Number 1-9172.
(ci) Housewares Supplemental Agreement, dated as of October 11, 1990,
between Housewares Holding Company and The Chase Manhattan Bank (National
Association), as the United States agent, is incorporated herein by reference to
Exhibit 10(cxix) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission File Number 1-9172.
(cii) Holdings Supplemental Agreement, dated as of October 11, 1990,
between HB-PS Holding Company, Inc. and The Chase Manhattan Bank (National
Association), as the United States agent, is incorporated herein by reference to
Exhibit 10(cxx) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission File Number 1-9172.
(ciii) Override Agreement, dated as of October 11, 1990, among the
Company, Housewares Holding Company, Glen Dimplex, Precis [521] Ltd., Glen
Electric, Ltd. and The Chase Manhattan Bank (National Association), as the
United States agent, is incorporated herein by reference to Exhibit 10(cxxi) to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1990, Commission File Number 1-9172.
(civ) General Security Agreement, dated as of October 11, 1990, by
Proctor-Silex Canada to and in favor of The Chase Manhattan Bank of Canada, as
the Canadian agent, is incorporated herein by reference to Exhibit 10(cxxii) to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1990, Commission File Number 1-9172.
*(cv) The Hamilton Beach/Proctor-Silex, Inc. 1998 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,
1997, 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.
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(cxii) First Amendment to the NACCO Supplemental Agreement, dated as of
March 1, 1991, between the Company and The Chase Manhattan Bank (National
Association), as the United States agent, is incorporated herein by reference to
Exhibit 10(cxxi) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission File Number 1-9172.
(cxiii) Waiver Agreement, dated January 16, 1996 among Hamilton
Beach/Proctor-Silex, Inc., Proctor-Silex Canada, Inc., Proctor-Silex S.A. de
C.V. the banks named on the signatory pages and Chase Manhattan Bank is
incorporated herein by reference to Exhibit 10 (cxiii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File
Number 1-9172.
(cxiv) Amended and Restated Credit Agreement, dated as of April 18,
1995, among Hamilton Beach/Proctor-Silex, Inc., Proctor- Silex, Inc.,
Proctor-Silex S.A. de C.V., the banks named on the signatory pages and The Chase
Manhattan Bank is incorporated herein by reference to Exhibit 10(cxiv) to the
Company's Annual Report on From 10-K for the fiscal year ended December 31,
1995, Commission File Number 1-9172.
(cxv) Amendment No. 1 dated as of March 29, 1996 to the Second Amended
and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.
Proctor-Silex Canada, Inc., Proctor-Silex S.A de C.V., as Borrowers, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as U.S. Agent, and The
Chase Manhattan Bank of Canada, as Canadian Agent, is incorporated by reference
herein to Exhibit 10 (xvii) on the Company's Quarterly Statement on Form 10-Q
for the quarter ended June 30, 1996, Commission File Number 1-9172.
(cxvi) Amendment No. 2 dated as of October 4, 1996 to the Second
Amended and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.,
Proctor-Silex Canada, Inc., Proctor-Silex S.A. de C.V., as Borrowers, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as U.S. Agent, and The
Chase Manhattan Bank of Canada, as Canadian Agent, is incorporated herein by
reference to Exhibit 10(cxviii) to the Company's Quarterly Statement for the
quarter ended September 30, 1996, Commission File Number 1-9172.
(cxvii) Amendment No. 3 dated as of April 14, 1997 to the Second
Amended and Restated Credit Agreement, dated as of October 11, 1990, amended and
restated as of April 18, 1995, among Hamilton Beach/Proctor-Silex, Inc.,
Proctor-Silex Canada, Inc., Proctor-Silex S.A. de C.V., as Borrowers, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as U.S. Agent, and The
Chase Manhattan Bank of Canada, as Canadian Agent, is incorporated herein by
reference to Exhibit 10(cxviii) to the Company's Quarterly Statement for the
quarter ended June 30, 1997, Commission File Number 1-9172.
(cxviii) Pledge Agreement, dated as of November 30, 1995, between
Hamilton Beach/Proctor-Silex and The Chase Manhattan Bank (National
Association), is incorporated herein by reference to Exhibit 10(cxviii) to the
Company's Annual Report on From 10-K for the fiscal year ended December 31,
1997, Commission File Number 1-9172.
(cxix) Pledge Agreement re: 66% of PST Stock, dated as of November 30,
1995, between HB/PS El Paso, Inc. and The Chase Manhattan Bank (National
Association), is incorporated herein by reference to Exhibit 10(cxix) to the
Company's Annual Report on From 10-K for the fiscal year ended December 31,
1997, Commission File Number 1-9172.
*(cxx) The Hamilton Beach/Proctor-Silex, Inc. 1999 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.
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37
(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
attached hereto as Exhibit 10(cxxiii).
(13) Portions of the Company's 1998 Annual Report to security holders that are
incorporated by reference into this Form 10-K are attached hereto as
Exhibit 13.
(21) Subsidiaries. A list of the subsidiaries of the Company is attached hereto
as Exhibit 21.
(23) Consents of experts and counsel.
(i) The consent of Arthur Andersen LLP, independent accountant, is
attached hereto as Exhibit 23(i).
(24) Powers of Attorney.
(i) A copy of a power of attorney for Owsley Brown II is attached hereto
as Exhibit 24(i).
(ii) A copy of a power of attorney for Robert M. Gates is attached hereto
as Exhibit 24(ii).
(iii) A copy of a power of attorney for Leon J. Hendrix, Jr. is attached
hereto as Exhibit 24(iii).
(iv) A copy of a power of attorney for Dennis W. LaBarre is attached hereto
as Exhibit 24(iv).
(v) A copy of a power of attorney for Richard de J. Osborne is attached
hereto as Exhibit 24(v).
(vi) A copy of a power of attorney for Ian M. Ross is attached hereto as
Exhibit 24 (vi).
(vii) A copy of a power of attorney for John C. Sawhill 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).
(27) Financial Data Schedules -- filed electronically for SEC information
purposes only.
(99) Other exhibits not required to otherwise be filed.**
(i) Audited Financial Statements for NACCO Materials Handling Group,
Inc. for the fiscal year ended December 31, 1998, are attached hereto as Exhibit
99(i).
(ii) Audited Financial Statements for The North American Coal
Corporation for the fiscal year ended December 31, 1998, are attached hereto as
Exhibit 99(ii).
(iii) Unaudited Financial Statements for NACCO Housewares Group for the
fiscal year ended December 31, 1998, are attached hereto as Exhibit 99(iii).
*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.
**Audited Financial Statements of subsidiary companies are not required
disclosures and are included only for informational purposes. These statements
do not reflect certain adjustments (including reclassifications and
eliminations) that are required by GAAP in the preparation of NACCO Industries,
Inc. and Subsidiaries Consolidated Financial Statements incorporated by
reference in Part IV hereof, and should be read accordingly.
x-9