Part II to Schedule 13D/A
This Amendment No. 2 to Schedule 13D (this “Amendment
No. 2”) is hereby filed to update and
supplement certain information with respect to beneficial ownership
of shares of Class B Common Stock (the
“Class B Common”) of Hamilton
Beach Brands Holding Company (the “Issuer”) held by
Abigail II LLC, a Colorado limited liability company
(“Abigail II”), that appeared in the Schedule 13D
filed by the Reporting Persons on November 20, 2020 (the
“Initial Filing”) as amended on February 11,
2022 (the “Amendment No. 1” and
together with the Initial Filing and Amendment No. 2, the
“Filings”). This Amendment No. 2 reflects the
beneficial ownership of shares of Class B Common by the
Reporting Persons. Capitalized items used herein but not defined
herein have the meanings assigned to them in the Initial
Filing.
Item 3. Source and Amount of Funds or Other
Consideration.
The information provided in the Filings with respect to Item 3
which appear in the Filings, are hereby deleted and replaced in
their entirety by the following:
The Class B Common held by the Reporting Persons was primarily
acquired on September 29, 2017, when NACCO Industries, Inc., a
Delaware corporation (“NACCO”), completed
the spin-off of
the Issuer to NACCO’s stockholders (the “Spin-off”) and, subsequently
thereto, in market purchases and transfers pursuant to estate
planning transactions. Immediately following the spin-off, the Issuer
became an independent public company.
Prior to the Spin-off, the Members
transferred shares of Class A common stock of NACCO, par value
$1.00 per share (the “NACCO Class A
Common”) to Abigail II on September 18, 2017, as
capital contributions, pursuant to the Abigail II Operating
Agreement, in connection with the formation of Abigail II.
Immediately following such initial capital contributions, the
Reporting Persons held the following ownership interests in Abigail
II: Beatrice B. Taplin (98.71%); Theodore D. Taplin (0.43%);
Britton T. Taplin (0.43%); and Frank F. Taplin (0.43%).
To effect the spin-off, NACCO made a
distribution of all of the outstanding shares of the Issuer’s
common stock held by NACCO to NACCO common stockholders as of the
record date, which was the close of business on September 29,
2017. For each share of NACCO Class A Common held on
September 26, 2017, NACCO distributed one share of
Class A Common and one share of Class B Common.
Similarly, for each share of Class B common stock of NACCO,
par value $1.00 per share (the “NACCO
Class B Common”) held on
September 26, 2017, NACCO distributed one share of
Class B Common and one share of Class A Common.
NACCO stockholders were not required to pay for shares of
Class A Common or Class B Common received in the spin-off, or to surrender
or exchange shares of NACCO Class A Common or NACCO
Class B Common or take any other action to receive the
Class A Common or Class B Common.
Immediately after the Spin-off, holders of
NACCO Class A Common and NACCO Class B Common held all of
the outstanding shares of the Class A Common and Class B
Common. In connection with the spin-off, NACCO
distributed 6,836,716 shares of Class A Common and 6,836,716
shares of Class B Common to NACCO stockholders.
On November 11, 2020, Beatrice B. Taplin sold 88.71% of her
ownership interest in Abigail II, in equal amounts, to Britton T.
Taplin and Frank F. Taplin (the “Beatrice Taplin
Sale”), pursuant to a purchase agreement, dated
November 11, 2020 (the “BT Purchase Agreement”),
by and among Thomas E. Taplin Marital Trust, Britton T. Taplin
Revocable Trust and The Sandy Trust u/a dated 07/24/1998 (f/b/o
Frank F. Taplin), filed as Exhibit 3 hereto. Pursuant to the BT
Purchase Agreement and as consideration for the Beatrice Taplin
Sale, Britton T. Taplin and Frank F. Taplin have each executed a
promissory note in favor of the Thomas E. Taplin Marital Trust for
the principal amount of $6,822,339.08, providing for annual
interest payments and a maturity date of November 11,
2025.
On November 11, 2020, the Theodore D. Taplin Revocable Trust
sold 100% of its ownership interest in Abigail II, in equal
amounts, to Britton T. Taplin and Frank F. Taplin (the
“Theodore Taplin Sale”), pursuant to a purchase
agreement, dated November 11, 2020 (the “TDT Purchase
Agreement”), by and among Theodore D. Taplin Revocable
Trust, Britton T. Taplin Revocable Trust and The Sandy Trust u/a
dated 07/24/1998 (f/b/o Frank F. Taplin), filed as Exhibit 4
hereto. Pursuant to the TDT Purchase Agreement, the Theodore D.
Taplin Revocable Trust received a payment of cash in consideration
of its ownership interest in Abigail II.
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