HY Hyster Yale Materials Handling Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)

HYSTER-YALE MATERIALS HANDLING, INC.

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

449172204

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive, Suite 300

Cleveland, Ohio 44124-4017

(440) 449-9600

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

February 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Part II to Schedule 13D/A

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock (“Class B Common”) of Hyster-Yale Materials Handling, Inc. (the “Issuer”) held by certain signatories to the Stockholders’ Agreement, dated as of September 12, 2012, among the stockholders party thereto and the Issuer (as amended on October 30, 2018, February 6, 2017, December 22, 2016, December 2, 2016, December 29, 2015, March 27, 2015, January 18, 2013 and December 31, 2012, the “Stockholders’ Agreement”), that appeared in the Schedule 13D filed by the Reporting Persons on October 9, 2012 (the “Initial Filing”), as amended by Amendment No. 1 filed on February 14, 2013 (“Amendment No. 1”), as further amended by Amendment No. 2 filed on February 14, 2014 (“Amendment No. 2”), as further amended by Amendment No. 3 filed on February 17, 2015 (“Amendment No. 3”), as further amended by Amendment No. 4. filed on February 16, 2016 (“Amendment No. 4”), as further amended by Amendment No. 5 filed on February 14, 2017 (“Amendment No. 5”), as further amended by Amendment No. 6 filed on February 14, 2018 (“Amendment No. 6”) and as further amended by Amendment No. 7 (together with the Initial Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the “Filings”). This Amendment No. 8 (a) updates certain information with respect to certain Reporting Persons under the Filings and (b) reflects the acquisition and/or disposition of shares of Class B Common by certain Reporting Persons. Capitalized terms used herein but not defined herein have the meanings assigned to them in the Filings.

(a)—(c) Item 2 of the Filings is hereby amended as follows:

The statements under the heading James T. Rankin are hereby deleted and replaced by the following:

James T. Rankin. Mr. Rankin’s resident address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is employed at NAI Brannen Goddard as Senior Vice President.

The statements under the heading Claiborne R. Rankin, Jr. are hereby deleted and replaced by the following:

Claiborne R. Rankin, Jr. Mr. Rankin’s address is 103 Marion Avenue, Lake Forest, Illinois 60045. He is employed in IP Licensing at MG Technologies.

The statements under the heading Theodore D. Taplin are hereby deleted and replaced by the following:

Theodore D. Taplin. Mr. Taplin’s resident address is 64 Locust Avenue, Mill Valley, CA 94941. He is a consultant for non-profit organizations.

The statements under the heading Thomas Parker Rankin are hereby deleted and replaced by the following:

Thomas Parker Rankin. Mr. Rankin’s address is 225 West 12th Street, Apt. 4J New York, New York 10011. He is a Director at Altamar Capital Partners.

The statements under the heading A. Farnham Rankin are hereby deleted and replaced by the following:

A. Farnham Rankin. Ms. Rankin’s address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is employed at Blackrock.

The statements under the heading Elisabeth M. Rankin are hereby deleted and replaced by the following:

Elisabeth M. Rankin. Ms. Rankin’s address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is employed at J.P. Morgan.

The statements under the heading DiAhn Taplin are hereby deleted and replaced by the following:

DiAhn Taplin, M.D. Dr. Taplin’s address is 4960 S. Lafayette Lane, Englewood, Colorado 80113. She is a physician.

The following new Reporting Persons shall be added:

Paige J. Rankin (by Claiborne R. Rankin, Jr., as Custodian). Mr. Rankin’s address is 103 Marion Avenue, Lake Forest, Illinois 60045. He is employed in IP Licensing at MG Technologies.

Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr., dated 8/26/2016. Mr. Rankin is the trustee of the trust. Mr. Rankin’s address is 103 Marion Avenue, Lake Forest, Illinois 60045. He is employed in IP Licensing at MG Technologies.

The statements under the heading Alfred M. Rankin, Jr. are hereby deleted and replaced in their entirety by the following:

Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 52,722 shares of Class B Common, shares the power to vote 1,463,693 Class B Common and shares the power to dispose of 1,681,087 shares of Class B Common. Collectively, the 1,733,809 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 44.87% of the Class B Common outstanding as of December 31, 2019.

The statements under the heading Victoire G. Rankin are hereby deleted and replaced in their entirety by the following:

Victoire G. Rankin. Ms. Rankin shares the power to dispose of 1,733,809 shares of Class B Common. Collectively, the 1,733,809 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 44.87% of the Class B Common outstanding as of December 31, 2019.

The following new Reporting Persons shall be added:

Paige J. Rankin (by Claiborne R. Rankin, Jr., as Custodian). Ms. Rankin has no power to vote or dispose of any shares of Class B Common.

Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr., dated 8/26/2016. The trust has no power to vote or dispose of any shares of Class B Common.

Item 6 of the Filings is hereby amended by inserting at the end thereof the following:

Effective December 5, 2019, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders’ Agreement amending the Stockholders’ Agreement to add additional Participating Stockholders under the Stockholders’ Agreement. A copy of the Amendment to the Stockholders’ Agreement is attached hereto as Exhibit 28 and is incorporated herein in its entirety.

Item 6 of the Initial Filing is hereby amended by inserting at the end thereof the following:

Effective December 5, 2019, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders’ Agreement amending the Stockholders’ Agreement to add additional Participating Stockholders under the Stockholders’ Agreement. A copy of the Amendment to the Stockholders’ Agreement is attached hereto as Exhibit 28 and is incorporated herein in its entirety.

Item 7 of the Initial Filing is hereby amended by adding the following:

[Signatures begin on the next page.]

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date:    February 13, 2020