ITEM 1. BUSINESS
THE COMPANY'S BACKGROUND
Hyster-Yale Materials Handling, Inc. ("Hyster-Yale" or the "Company") was formed as a Delaware corporation in May 1989 in connection with the acquisition of Hyster Company ("Hyster") by NACCO Industries, Inc. ("NACCO"). NACCO directly owns approximately 97% of Common Stock, par value $1.00 per share ("Common Stock") of the Company, which is a holding company that owned directly 100% of the common stock of Hyster Company ("Hyster") and 100% of the common stock of Yale Materials Handling Corporation ("Yale"). On January 1, 1994, Yale was merged into Hyster and Hyster changed its name to NACCO Materials Handling Group, Inc. ("NMHG"). This action is the final step in the Company's strategy to combine the administrative, design, engineering and manufacturing capabilities into a unified group. NMHG will continue to market the two full lines of forklifts and related service parts under the Hyster(R) and Yale(R) brand names.
SIGNIFICANT EVENTS
DEBT RESTRUCTURING. In August 1993, NACCO and the Company's two minority shareholders, Sumitomo Heavy Industries Ltd. of Japan ("Sumitomo") and Jungheinrich Aktiengesellschaft, a German manufacturer of forklift trucks, ("Jungheinrich"), made a proportional capital contribution of $53.8 million in the form of previously purchased 12-3/8% subordinated debentures of the Company with a face value of $23.7 million and a purchase value by NACCO of $25.5 million and a cash contribution of $28.3 million.
The cash contribution enabled the Company to call approximately $26.5 million face value of subordinated debentures at a price of 107.5. This, and the capital contribution by NACCO of previously purchased subordinated debentures, allowed the Company to retire approximately $50.2 million face value of these debentures.
As part of this transaction, the Company amended its existing senior bank credit agreement. This amendment permits equity infusions by existing stockholders to be used for cash purchases of debentures and, after August 1994, permits use of internally generated funds to retire up to $75.0 million of additional subordinated debentures if certain debt to capitalization ratios are achieved. In addition, the amendment modifies the bank loan amortization schedule and provides for favorable performance-based interest rate incentives.
THE FORKLIFT TRUCK INDUSTRY
Forklift trucks are used in both manufacturing and warehousing environments. The materials handling industry, especially in industrialized nations, is generally a mature industry. In the most recent business cycle
- 1 - the North American market for forklift trucks reached its lowest level in 1991, and it increased in both 1992 and 1993 over prior year levels. The European and Japanese markets generally have been in decline since 1990.
The forklift truck industry historically has 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.
COMPANY OPERATIONS
NMHG maintains product differentiation between Hyster(R) and Yale(R) brands of forklift trucks and distributes its products through separate worldwide dealer networks. Nevertheless, opportunities have been identified and addressed to improve the Company's results by integrating overlapping operations and taking advantage of economies of scale in design, manufacturing and purchasing. NMHG completed a series of plant and parts depot consolidations with the closure of its Wednesfield, England manufacturing plant in early 1992. NMHG now provides all design, manufacturing and administrative functions. Products are marketed and sold through two separate groups which retain the Hyster and Yale identities. In Japan, NMHG has a 50% owned joint venture with Sumitomo named Sumitomo Yale Company Limited ("S-Y"). S-Y performs certain design activities and produces lift trucks and components which it markets in Japan and which are exported for sale by NMHG and its affiliates in the U.S. and Europe.
PRODUCT LINES
NMHG manufactures a wide range of forklift trucks under both the Hyster(R) and Yale(R) 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 80%, 79%, and 77% of NMHG's net sales in 1993, 1992 and 1991, 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(R) and Yale(R) forklift trucks now in service provides a market for service parts. In addition to parts for its own forklift trucks, NMHG has a program (termed UNISOURCE(TM) in North America and MULTIQUIP(TM) in Europe) designed to supply Hyster dealers with replacement parts for most competing brands of forklift trucks. NMHG has a similar program (termed PREMIER(TM)) for its Yale dealers in the Americas and the United Kingdom. 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, NMHG also manufactures some of these parts through reverse-engineering of its competitors' parts. Service parts accounted for approximately 20%, 21%, and 23% of NMHG's net sales in 1993, 1992 and 1991, respectively.
- 2 - COMPETITION
The forklift truck industry is highly competitive. The worldwide competitive structure of the industry is fragmented by product line and country. The principal methods of competition among forklift truck manufacturers are product performance, price, service and distribution networks. The forklift truck industry competes with alternative methods of materials handling, including conveyor systems, automated guided vehicle systems and hand 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, the Company believes it is one of the top three manufacturers of forklift trucks in the world.
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. In Japan, although its share is currently small, NMHG has a distribution system through S-Y.
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 1993 range from 4.48% to 56.81% depending on manufacturer or importer. The antidumping duty rate applicable to imports from S-Y is 51.33%, and is likely to continue unchanged for the foreseeable future, unless S-Y and NMHG decide to participate in proceedings to have it reduced. 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 ("Commerce") 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 Commerce or the U.S. International Trade Commission finds that changed circumstances exist sufficient to warrant the order's revocation. If the United States Congress approves legislation implementing the Uruguay Round of GATT negotiations, the antidumping order will be reviewed for possible revocation in the year 2000. All of NMHG's major Japanese competitors have either built or acquired manufacturing or assembly facilities in the United States. The Company cannot predict with any
- 3 - certainty if there will be any negative effects to the Company resulting from the Japanese sourcing of their forklift products in the United States.
B. EUROPE
From 1986 through 1993, 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. Discussions are continuing between European community and Japanese government officials; however, these informal restraints are expected to continue in 1994. Several Japanese manufacturers have announced either that they have established, or intend to establish, manufacturing or assembly facilities within the European community. The Company also cannot predict with any certainty if there will be any negative effects to NMHG resulting from the Japanese sourcing of their forklift products in Europe.
C. AUSTRALIA
In 1987 an Australian producer of forklift trucks filed an anti-dumping action against imports from Japan. Voluntary price undertakings were negotiated with all major Japanese producers including S-Y. The S-Y undertaking expired in 1991. The Australian producer filed a legal challenge to the validity of the price undertakings. Meanwhile, in 1991 this same producer filed an antidumping action against imports from the United Kingdom. In this action Hyster Europe was found to be dumping and duties were imposed on imports from the Company's Craigavon, Northern Ireland and Irvine, Scotland factories. Hyster Australia challenged this finding and in the interim sourced its product elsewhere. In the summer of 1993 both of these anti-dumping actions were terminated.
PRODUCT DESIGN AND DEVELOPMENT
NMHG spent $20.7 million, $21.9 million, and $19.2 million on product design and development activities in 1993, 1992 and 1991, respectively. The Hyster(R) and Yale(R) products are differentiated for the specific needs of their respective customer bases. NMHG continues to pursue opportunities to improve product cost by engineering new Hyster(R) and Yale(R) 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-Y. S-Y spent approximately $4.0 million, $3.7 million and $3.8 million on product design and development in 1993, 1992 and 1991, respectively.
BACKLOG
As of December 31, 1993, NMHG's backlog of unfilled orders for forklift trucks was approximately 12,100 units, or $206 million. This compares to the backlog as of December 31, 1992 of approximately 12,100 units, or $203 million. 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.
- 4 - 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 part of such components, or if the cost of such components were to increase significantly under circumstances which prevented NMHG from passing on such increases to its customers.
DISTRIBUTION
The Hyster(R) and Yale(R) brand products are distributed through separate highly developed worldwide dealer networks. The Company believes that both dealer networks contribute significantly to its competitive position in the industry and intends to keep the separate networks intact and to continue to market products separately under the Hyster(R) and Yale(R) brand names. Each also sells directly to certain major accounts.
In Japan, forklift truck products are distributed by S-Y. In 1991, Yale reached a ten-year agreement with Jungheinrich to continue distribution of Yale brand products in Germany and Austria and to provide to Jungheinrich certain ICE and electric-powered products for sale in other major European countries under the Jungheinrich brand name.
FINANCING OF SALES
Hyster U.S. dealer and direct sales are supported by leasing and financing services provided by Hyster Credit Company, a division of AT&T Commercial Finance Corporation, pursuant to an operating agreement which expires in 2000.
NMHG is a minority stockholder of Yale Financial Services, Inc., a subsidiary of General Electric Capital Corporation, which offers Yale U.S. dealers wholesale and retail financing and leasing services. Such retail financing and leasing services are also available to Yale national account customers.
EMPLOYEES
As of February 28, 1994, NMHG had approximately 5,000 employees. Employees in the Danville, Illinois manufacturing and parts depot operations are unionized, as are tool room employees located in Portland, Oregon. A three-year contract for the Danville union employees was signed in 1991 which will expire in June 1994. A new one-year contract was signed in 1993 with the Portland tool room union which will expire in October 1994. Employees at the facilities in Berea, Kentucky; Sulligent, Alabama; and Greenville and Lenoir, North Carolina are not represented by unions.
- 5 - 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 good.
GOVERNMENT REGULATION
NMHG's manufacturing facilities, in common with others in 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 such requirements have not had a material adverse effect on its operations.
PATENTS, TRADEMARKS AND LICENSES
NMHG is not materially dependent upon patents or patent protection. The Hyster(R) trademark is currently registered in approximately 51 countries. The Yale(R) trademark, which is used on a perpetual royalty-free basis in connection with the manufacture and sale of forklift trucks and related components, is currently registered in approximately 100 countries. NMHG's management believes that its business is not dependent upon any individual trademark registration or license, but that the Hyster(R) and Yale(R) trademarks are material to its business.
ITEM 2.
ITEM 2. PROPERTIES
The following table summarizes certain information with respect to the principal manufacturing, distribution and office facilities owned or leased by NMHG and its subsidiaries.
- 6 -
NMHG intends to sell its Flemington, New Jersey facility and intends to either lease back a portion of the office space in this facility or to rent suitable office space in the same area. NMHG also intends to sell one of its facilities located in Danville, Illinois which is currently vacant. There is no certainty that any such transactions will occur.
Each of NMHG's principal U.S. facilities is encumbered as security for the obligations under the Company's bank financing. The facilities in Berea, Kentucky and Sulligent, Alabama are leased pursuant to industrial development bond financings which permit NMHG to acquire the properties for nominal amounts upon redemption or repayment of the bonds.
- 7 - ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceeding except ordinary routine litigation incidental to its business. Certain of such routine litigation includes claims for punitive damages; however, the management of the Company believes that none of such litigation, individually or in the aggregate, will have a material adverse effect on the Company.
ITEM 4.
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.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the Company's Common Stock. On February 28, 1994 there were three holders of record of the Company's Common Stock.
The Company has not paid any dividends on shares of its Common Stock since its organization in 1989, and it is not anticipated that any dividends will be declared or paid with respect to the Common Stock in the foreseeable future. The Company's ability to pay dividends with respect to the Common Stock is restricted under the terms of its existing debt instruments and agreements. The information set forth in Note I to the Consolidated Financial Statements in Part IV, pages through, of this Form 10-K is incorporated herein by reference.
- 8 - ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data below for 1989 includes Yale for the period beginning January 1, 1989 to May 26, 1989 and for the Company for the period subsequent to May 26, 1989. Certain prior year amounts have been restated to reflect the new method of accounting for income taxes and goodwill amortization has been reclassified as operating expense. Information with respect to selected financial data is set forth below.
- 9 - ITEM 7.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
1993 VS. 1992 FINANCIAL REVIEW
1993 results reflected the strengthening North American market offset by continued weakness in most of Europe and Japan. Increased demand in North America lifted prices slightly versus the prior year but competitive pressures continued to restrain significant margin growth. The improving economy in the United States also helped parts sales and, along with tight cost controls, resulted in increased operating profit. The success of new products introduced in 1993 raised sales to a higher average sales value however, margins have not increased proportionately due to mix swings to lower margin countries.
Manufacturing costs were higher in 1993 due to start-up costs associated with new product introductions and under absorbed overhead in Europe. The Pound Sterling weakened considerably against the U.S. Dollar in 1993 causing sales and operating profit to be translated at lower amounts. The strong Yen in 1993 contributed to higher costs for products and parts sourced from Japan.
Backlog of orders at December 31, 1993 was approximately 12,100 forklift truck units which was level with December 31, 1992. While order demand has grown, continued process improvements have shortened product delivery schedules. The forklift truck industry historically has been cyclical and the level of economic activity in the various industries in which the Company's customers participate has a corresponding impact on the forklift truck market.
OTHER
Interest expense was $40.4 million in 1993 versus $44.2 million in 1992. The decrease was due to lower market interest rates and a debt refinancing which included an equity infusion that lowered debt and reduced the Company's effective interest rate. The Company entered into unsecured interest rate swaps for a majority of its floating rate debt to provide near-term protection against significant increases in interest rates. The Company will continue to evaluate its interest rate exposure.
In the second quarter of 1993, the Company sold its former manufacturing site in Wednesfield, England for $3.3 million. The net pretax gain from the sale was $2.1 million.
Other-net in 1993 primarily included $3.9 million of loss from the Company's 50% equity interest in Sumitomo-Yale which had a larger loss in 1993 versus 1992 due to the strong Yen and weak European and Japanese markets. Other-net in 1992 also included foreign exchange gains which were not repeated in 1993 as the Company began hedging its income statement exposures.
PROVISION FOR INCOME TAXES
As discussed in Note J to the consolidated financial statements, the Company adopted SFAS No. 109 as of January 1, 1993 and has restated prior periods. The effective income tax rate change from 1992 to 1993 is not meaningful due to a pretax loss in 1993 coupled with a tax provision. The Company has non-deductible goodwill amortization related to the Hyster acquisition which increased the effective tax rate above statutory rates and resulted in a tax provision in 1993 despite a loss before income taxes. In addition, the Company began providing for U.S. taxes in 1993 on certain foreign earnings taxed at overall lower rates in anticipation of future repatriations. Due to higher levels of pre-tax income in 1992, the nondeductible expenses had a smaller impact on the effective tax rate in 1992.
EXTRAORDINARY CHARGE
An extraordinary charge of $3.3 million net of $2.0 million in tax benefits, was recorded in the second quarter of 1993 and represents the write-off of premiums and unamortized debt issuance costs associated with the retirement of approximately $50.2 million face value of 12-3/8% Subordinated Debentures. The Company retired the debentures as a result of a contribution by NACCO of previously purchased subordinated debentures with a face value of $23.7 million, and a cash infusion of $28.3 million ($26.7 million from NACCO) which enabled the Company to call approximately $26.5 million face value of subordinated debentures at a price of 107.5.
1992 VS. 1991 FINANCIAL REVIEW
1992 results reflect economic improvement in North America partially offset by weaker markets in Europe and the Far East. Price discounting continued to be prevalent in the forklift market and mix changes to lower margin products, especially in Europe, restricted sales and operating profits. Manufacturing costs decreased due to reductions in overhead from continued savings realized from the consolidation of operations and higher overall volumes. Operating expenses increased as marketing programs for existing and new products and new product development programs were implemented in 1992.
OTHER
Interest income decreased substantially from 1991 as a result of lower cash balances in Europe and lower market interest rates. Interest expense was $44.2 million for 1992 compared to $49.5 million for 1991. Lower 1992 interest expense was due to reduced debt levels and lower interest rates.
Other-net primarily includes income or loss from operations and the after-tax gain or losses of business units classified as assets held for sale, equity in the earnings of unconsolidated subsidiaries, and foreign currency gains and losses. The increase in other-net in 1992 compared to 1991 resulted from increased foreign currency exchange gains and reduced losses from retail branch operations classified as net assets held for sale, the last of which was sold in May 1992.
PROVISION FOR INCOME TAXES
The effective income tax rate decreased to 70.7% in 1992 from 128.5% in 1991. Expenses not deductible for tax purposes (primarily goodwill), were approximately level with 1991. Due to higher income in 1992, these expenses accounted for a substantially lower percentage of pretax income than in 1991.
ENVIRONMENTAL MATTERS
The Company's manufacturing operations, like those of other companies engaged in similar businesses, involve the use, disposal and clean-up of substances regulated under environmental protection laws. Compliance with these increasingly stringent standards results in higher expenditures for both capital improvements and operating costs. Hyster-Yale's policies stress environmental responsibility and compliance with these regulations. Based on current information, management does not expect compliance with these regulations to have a material adverse effect on its financial condition or results of operations.
1994 OUTLOOK
The forklift truck industry historically has been cyclical. The economic conditions in the various markets in which the industry's customers operate affect demand. Current external economic forecasts and recent factory order information indicate an improving economy in North America. However, Europe and Japan continue to be plagued by recessionary pressures. While no near-term economic recovery is forecast for these regions, improvements in the North American economy and favorable worldwide interest rates should eventually lead to a global recovery.
The Company will continue to introduce new products in 1994. Improved profitability is dependent on successful continuing efforts to reduce costs.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations was $34.1 million in 1993 compared with operating cash flow used of $25.8 million in 1992. The increase in cash provided by operations resulted primarily from reduced working capital requirements. Inventories dropped significantly from 1992 to 1993, generating cash, and accounts payable was higher due to timing, and extended trade terms with Sumitomo-Yale. Reduced tax payments in 1993 also benefited cash flow.
Expenditures for property, plant and equipment were $20.2 million in 1993 versus $24.3 million in 1992. The majority of these expenditures were for manufacturing efficiencies and tooling for new products. The principal sources of financing capital expenditures were internally generated funds. Capital expenditures in 1994 will be approximately $25 million, a portion of which will be financed from economic development capital grants from local governments.
The Company amended its existing senior bank credit agreement in connection with the retirement of a portion of its subordinated debentures as discussed in Note B to the consolidated financial statements of this Form 10-K. This amendment permits equity infusions to be used for cash purchases of subordinated debentures and, after August 1994, permits use of internally generated funds to retire additional subordinated debentures. In addition, the amendment modifies the bank loan repayment schedules and provides the Company with more favorable performance based interest rate incentives. The amendment to the bank loan repayment schedule reduced the required payments in 1994 and 1995 by $35.0 million and $16.0 million, respectively. In addition, the original 1996 installment has been increased by $0.7 million and the amended schedule requires a $50.5 million payment in 1997.
As disclosed in the Company's quarterly report on Form 10-Q for the quarter ending June 30, 1993, an extraordinary charge of $3.3 million net of $2.0 million in related tax benefits was recognized for the write-off of premiums and unamortized debt issuance costs associated with retirement of approximately $50.2 million face value of Hyster-Yale's subordinated debentures.
Because of the increased cash flow from operations and equity infusion from NACCO, the Company reduced debt during 1993 and has available all of its revolving credit faculty of $100.0 million at December 31, 1993. The Company believes it can adequately meet all of its current and long-term commitments and operating needs from operating cash flow and funds available under committed credit agreements.
During 1993, the Company repatriated $18.3 million of earnings from certain foreign subsidiaries. The taxes were previously provided for financial reporting purposes. Future distributions of unremitted earnings may be affected by changes in currency exchange rates and foreign and U.S. tax rates.
Foreign currency exchange gains (losses) were $(0.1) million, $5.7 million and $1.5 million in 1993, 1992, and 1991, respectively. The Company began hedging foreign currency exposure in 1993 to mitigate the majority of income statement exposure. Stockholders' equity will still be affected by translation of foreign country financial statements where the functional currency is not the U.S. dollar. The translation loss recorded in stockholders' equity was $ 2.2 million and $20.2 million in 1993 and 1992 respectively.
EFFECTS OF INFLATION
The Company attempts to minimize the impact of inflation on production and operating costs through productivity improvements and cost reduction programs. The LIFO method is used to value domestic inventories. Under this method, cost of goods sold reported in the financial statements approximates current cost. Therefore, net income for 1993 adjusted for inflation would not be materially different from net income reported in the consolidated financial statements.
RECENTLY ISSUED BUT NOT YET ADOPTED ACCOUNTING STANDARDS
In November 1992, Statement of Financial Accounting Standards No. 112 "Employers' Accounting for Post Employment Benefits" ("SFAS 112") was issued. The Company will be required to adopt this new method of accounting for benefits paid to former or inactive employees after employment but before retirement no later than 1994. See Note L of the Company's consolidated financial statements for discussion of the effects of this new accounting standard.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item 8 is set forth at pages through of the Financial Statements and Supplementary Data contained in Part IV hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
- 15 - PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- 16 -
- 17 -
Alfred M. Rankin, Jr. and Claiborne R. Rankin are brothers and are nephews of Frank E. Taplin, Jr. and are cousins of David F. Taplin (who is the son of Frank E. Taplin, Jr.) and Britton T. Taplin (who is a nephew of Frank E. Taplin, Jr.).
- 18 -
- 19 -
- 20 -
- 21 -
- 22 - ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the annual, long-term and all other compensation for services in all capacities to the Company of the five persons who were, as of December 31, 1993, the Chief Executive Officer and the Company's four most highly compensated executive officers other than the Chief Executive Officer (the "Named Executive Officers").
- 23 - Committee, and annual interest of $12,419 paid on a $200,000 promissory note previously held by him ("Mr. Eklund's Promissory Note"), which note bore interest at a rate equal to a 13-week U.S. Treasury Bill plus 2%, with a cap of 12%, compounded quarterly, which was payable by Yale on February 28, 1995 and which note represented the balance due to Mr. Eklund under the Yale Materials Handling Corporation 1985 Employee Incentive Plan that was terminated effective January 1, 1990. The principal and accrued interest of Mr. Eklund's Promissory Note were pre-paid in 1992. See note (6) below. The amount listed for 1991 consists of an annual interest payment on Mr. Eklund's Promissory Note of $21,360, and the use of a car, valued at $5,845.
(5) For Messrs. Muller, Decker and Ryan the amounts paid in 1993 of $18,226, $12,265 and $9,013, respectively, are cash payments in lieu of perquisites. For Mr. Pollock the following amounts represent the value of the use of a car: 1993 - $2,574, 1992 - $3,477 and 1991 - $4,020. For Messrs. Muller and Ryan the value of the use of a car for 1991 was $1,272 and $6,089, respectively. Mr. Pollock was reimbursed $11,354 in 1991 for tax return preparation fees covering the years 1987 through 1991.
(6) The amount listed was paid in cash to Mr. Eklund upon the pre-payment of Mr. Eklund's Promissory Note. See Note 4 above.
(7) For Mr. Eklund, the amounts listed include: for 1993, 1992 and 1991, $15,370, $14,963 and $909, respectively, consisting of Company contributions under the NACCO Materials Handling Group Profit Sharing Plan (formerly known as the Hyster-Yale Profit Sharing Plan); for 1992 and 1991, $9,464 and $23,402, respectively, consisting of deferred payments under the Yale Short-Term Incentive Compensation Deferral Plan earned by Mr. Eklund for 1985 and 1986; for 1993 and 1992, $9,014 and $5,690, respectively, consisting of Company allocations under the NACCO Materials Handling Group Unfunded Benefit Plan (formerly known as the Hyster-Yale Unfunded Deferred Compensation Plan), and for 1991, $185,075 for reimbursement by Hyster-Yale of relocation expenses.
(8) For Mr. Pollock the amounts listed were contributed by the Company to match before-tax contributions made under the Hyster-Yale Profit Sharing Plan (formerly known as the Hyster Employees' Savings Plan).
(9) For Messrs. Muller, Decker and Ryan the amounts listed consist of contributions made by the Company to the Hyster-Yale Profit Sharing Plan (formerly known as the Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan).
LONG-TERM INCENTIVE PLAN
The following table sets forth information about awards to the Named Executive Officers for the calendar year 1994, and estimated payouts in the future under the long-term incentive plan of the Company.
- 25 - Messrs. Eklund, Muller and Pollock were awarded 21,690, 3,958 and 3,121 book value appreciation units, respectively, and effective April 1, 1993, Mr. Decker was awarded 31,192 of such units. Also, Messrs. Muller and Ryan were awarded 31,739 and 4,237 of such units effective on July 1, 1993 and October 1, 1993, respectively. For units granted as of January 1, 1993, at target return on equity over ten years, Messrs. Eklund, Pollock and Muller's book value appreciation units would entitle them to cash payments on December 31, 2002 of $632,480, $91,008 and $115,415, respectively, which amounts may be greater or less, depending upon whether NMHG's book value has increased or decreased in comparison to the target for book value growth over the period. The NMHG Long-Term Plan has no specified maximum payout. Similarly, for units granted as of July 1 and October 1 of 1993, at target return on equity Mr. Decker would be entitled to a cash payment of $907,063 on March 31, 2003, and Messrs. Muller and Ryan would be entitled to cash payments of $910,909 and $118,848 on June 30, 2003 and September 30, 2003, respectively. Mr. Eklund was previously awarded 65,000 book value appreciation units effective on January 1, 1990, which units will vest on December 31, 1999. Effective January 1, 1990, Messrs. Pollock, Muller and Ryan were also awarded 35,620, 15,154 and 15,154 units, respectively, which will also vest on December 31, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Dennis W. LaBarre, a director and member of the Nominating, Organization and Compensation Committee of the Company, is a partner in the law firm of Jones, Day, Reavis & Pogue. Such firm provided legal services on behalf of the Company during 1993 on a variety of matters, and it is anticipated that such firm will provide such services in 1994.
Alfred M. Rankin, Jr. and Ward Smith who are directors of NACCO and the Company and members of the Compensation Committee of the Company, were President and Chairman of the Board, respectively, of the Company for a brief period of time in 1989.
PENSION PLAN
HYSTER-YALE PENSION PLANS
Mr. Pollock is covered by the non-contributory defined benefit cash balance plan (qualified and non-qualified) of the Company. Messrs. Eklund, Decker, Muller and Ryan have never been covered by any defined benefit pension plans of the Company, Hyster or Yale. Each year, effective as of January 1, 1992, an amount is credited to a notional account for each covered employee equal to a percentage of the employee's compensation (including bonuses and salary deferrals) for such year, in accordance with an age-based formula that is integrated with Social Security. The notional account balances are then credited with interest each year until the employee's normal retirement date (generally, age 65) at a stated rate of interest. The notional account balances are paid in the form of a lump sum payment or converted to an annuity to provide monthly benefit payments.
The estimated annual pension benefit (including prior plan benefits, if any) for Mr. Pollock under the cash balance plan, which would be payable on a straight life annuity basis at normal retirement age, is $89,300.
- 26 - COMPENSATION OF DIRECTORS
The Company's directors are compensated for their service to the Company in accordance with the current practices of NACCO. Directors and officers of the Company who are employees of NACCO will be compensated principally by NACCO and will participate in employee benefit plans of NACCO. Currently, two directors of the Company (Messrs. Ward Smith and Alfred M. Rankin, Jr.) are employed by NACCO and receive their compensation and employee benefits from NACCO. Officers of the Company who are also directors receive no additional compensation for their services as a director. Mr. Eklund is both an officer and a director of the Company. Mr. Eklund receives his salary and benefits from the Company. The directors of the Company who are also directors of NACCO are currently compensated by NACCO with respect to their Company Board of Directors activities, and the Company reimburses NACCO for a pro rata share (with NACCO and two other subsidiaries of NACCO) of the compensation paid by NACCO to its directors who are also directors of NACCO. Each NACCO director who is not an officer of NACCO receives a retainer of $24,000 for each calendar year of service on the NACCO and subsidiary Board of Directors. In addition, each such director receives $500 for attending each meeting of the NACCO or subsidiary Board of Directors and each meeting of a committee thereof. Such fees for attendance at Board meetings and committee meetings may not exceed $1,000 per day. In addition, the chairman of each committee of the NACCO or subsidiary Board of Directors receives $4,000 for each calendar year for service as committee chairman. Directors of the Company who are neither directors of NACCO nor officers of the Company are paid by the Company $9,000 for each calendar year, plus $500 for attending each meeting of the Company Board of Directors and each meeting of a committee thereof (such fees for attendance at Board of Directors' meetings and multiple committee meetings do not exceed $1,000 per day).
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
THE COMPANY
The Company currently has 10,000 authorized shares of Common Stock which is the only authorized class of Company capital stock, of which 5,598.857 shares are currently issued and outstanding. NACCO Industries, Inc., a Delaware corporation, with its headquarters located at 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124-4017, is the beneficial owner of 5,435.826 shares (97%) of Common Stock. No officer or director of the Company beneficially owns any shares of the Common Stock. In connection with the financing of the acquisition of Hyster, all of the Company's Common Stock owned beneficially by NACCO was pledged to lenders to secure the Company's obligations under a Credit Agreement entered into to finance the acquisition.
BENEFICIAL OWNERSHIP OF NACCO SECURITIES
Set forth in the following table is the indicated information with respect to beneficial ownership of Class A Common Stock, par value $1.00 per
- 27 - share ("Class A Common") and Class B Common Stock, par value $1.00 per share ("Class B Common"), of NACCO, by the directors and Named Executive Officers of the Company and all executive officers and directors of the Company as a group as of January 15, 1994. Each share of Class A Common is entitled to one vote on all matters brought before a meeting of NACCO's stockholders, while each share of Class B Common is entitled to ten votes on each such matter. Beneficial ownership of Class A Common and Class B Common has been determined for this purpose in accordance with Rule 13d-3 of the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which provides, among other things, that a person is deemed to be the beneficial owner of Class A Common or Class B Common if such person, directly or indirectly, has or shares voting power or investment power in respect of such stock or has the right to acquire such ownership within sixty days. Accordingly, the amounts shown in the table do not purport to represent beneficial ownership for any purpose other than compliance with SEC reporting requirements. Further, beneficial ownership as determined in this manner does not necessarily bear on the economic incidence of ownership of Class A Common or Class B Common.
- 28 -
- 29 - such shares of Class A Common and 7,000 of such shares of Class B Common. The Class B Common held by the foregoing trust is subject to the Stockholders' Agreement described in note (4).
(4) A Schedule 13D filed with the SEC with respect to Class B Common on March 24, 1990, and amended on April 11, 1990 by Amendment No. 1, on March 18, 1991 by Amendment No. 2, on March 23, 1992 by Amendment No. 3 and on March 10, 1993 by Amendment No. 4, and amended and restated on March 30, 1994 by Amendment No. 5 (the "Schedule 13D"), reported that the following individuals and entities, together in certain cases with related revocable trusts and custodianships: Clara Taplin Rankin, Alfred M. Rankin, Jr., Victoire G. Rankin, Helen P. Rankin, Clara T. Rankin, Thomas T. Rankin, Matthew M. Rankin, Claiborne R. Rankin, Chloe O. Rankin, Roger F. Rankin, Bruce T. Rankin, Frank E. Taplin, Jr., Margaret E. Taplin, Martha S. Kelly, Susan S. Panella, Jennifer T. Jerome, Caroline T. Ruschell, David F. Taplin, Thomas E. Taplin, Beatrice B. Taplin, Thomas E. Taplin, Jr., Theodore D. Taplin, Britton T. Taplin, Frank F. Taplin, and National City Bank, as trustee of certain irrevocable trusts for the benefit of certain individuals named above, their family members and others (collectively, together with such individuals, revocable trusts and custodianships, the "Signatories"), are parties with NACCO and Society National Bank (successor by merger to Ameritrust Company National Association), as depository, to a Stockholders' Agreement, dated as of March 15, 1990, as amended, covering the shares of Class B Common beneficially owned by each of the Signatories (the "Stockholders' Agreement"). The Stockholders' Agreement requires that each Signatory, prior to any conversion of such Signatory's shares of Class B Common into Class A Common or prior to any sale or transfer of Class B Common to any permitted transferee (under the terms of the Class B Common) who has not become a Signatory, to offer such shares to all of the other Signatories on a pro rata basis. A Signatory may sell or transfer all shares not purchased under the right of first refusal as long as they first are converted into Class A Common prior to their sale or transfer. Accordingly, the Signatories may be deemed to have acquired beneficial ownership of all of the Class B Common subject to the Stockholders' Agreement, an aggregate of 1,542,757 shares, as a "group" as defined under the Exchange Act. The shares subject to the Stockholders' Agreement constitute 87.38% of the Class B Common outstanding on January 15, 1994, or 62.03% of the combined voting power of all Class A Common and Class B Common outstanding on such date. Certain Signatories own Class A Common, which is not subject to the Stockholders' Agreement. Under the Stockholders' Agreement, NACCO may, but is not obligated to, buy any of the shares of Class B Common not purchased by the Signatories following the trigger of the right of first refusal. The Stockholders' Agreement does not restrict in any respect how a Signatory may vote such Signatory's shares of Class B Common. The Class B Common shown in the foregoing table as beneficially owned by named persons who are Signatories is subject to the Stockholders' Agreement.
(5) While Mr. Jones, a director of the Company, is a Trustee of Fidelity Funds, he has not exercised and does not presently intend to exercise
- 30 - any voting or investment power over any of the 951,829 shares of Class A Common in which a Schedule 13G filed with the SEC for NACCO on February 14, 1992 and amended on February 16, 1993 by Amendment No. 1 and amended and restated on February 14, 1994 by Amendment No. 2 reported that FMR Corp. and certain related parties, including Fidelity Funds, have a beneficial ownership interest.
(6) Represents shares in a certain trust of which Mr. Rankin, Jr. became a trustee on February 9, 1994, and a certain trust of which he became a trustee on March 10, 1994, succeeding his father, Alfred M. Rankin, who died on January 23, 1994.
(7) Includes the following shares which such persons have, or had, within 60 days after January 15, 1994, the right to acquire upon the exercise of stock options: Mr. Smith, 2,500 shares of Class A Common; Mr. Rankin, Jr., 25,000 shares of Class A Common, and all executive officers and directors of the company as a group, 27,500 shares of Class A Common.
(8) Includes 16,261 shares of Class A Common and 4,688 shares of Class B Common owned by members of Mr. Rankin's immediate family for which Mr. Rankin serves as custodian, as to which Mr. Rankin disclaims beneficial ownership.
(9) Includes 178 shares of Class A Common owned on behalf of Messrs. Eklund, Muller and Ryan by the Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan, as to which the individuals exercise voting power.
(10) Includes 20 shares of Class A Common owned by a member of the immediate family of an executive officer as to which such executive officer disclaims beneficial ownership.
Frank E. Taplin, Jr. and Thomas E. Taplin (who was, as of December 31, 1993, the beneficial owner of an aggregate of 584,114 shares of Class A Common and, as of January 15, 1994, 317,000 shares of Class B Common) are brothers, and Clara Taplin Rankin (who was, as of December 31, 1993, the beneficial owner of an aggregate of 640,741 shares of Class A Common and, as of January 15, 1994, 335,568 shares of Class B Common) is their sister. Britton T. Taplin is the son of Thomas E. Taplin and the nephew of Frank E. Taplin, Jr. and Clara Taplin Rankin. David F. Taplin is the son of Frank E. Taplin, Jr. and the nephew of Thomas E. Taplin and Clara Taplin Rankin. Clara Taplin Rankin is the mother of Alfred M. Rankin, Jr. and Claiborne R. Rankin. The combined beneficial ownership of such persons equals 2,106,385 shares or 29.19% of Class A Common and 1,156,857 shares or 65.52% of Class B Common outstanding on January 15, 1994. The combined beneficial ownership of all directors of the Company, together with Clara Taplin Rankin, Thomas E. Taplin and all of the executive officers of the Company whose beneficial ownership of Class A Common and Class B Common (including shares which would be held by such directors if they exercised certain stock options) must be disclosed in the foregoing table in accordance with Rule 13d-3 under the Exchange Act, equals 2,136,776 shares or 29.61% of Class A Common and 1,157,357 shares or 65.55% of Class B Common outstanding on January 15, 1994 (including shares which would be outstanding if certain stock options were exercised by such
- 31 - directors). Such shares of Class A Common and Class B Common represent 55.12% of the combined voting power of all Class A Common and Class B Common outstanding on such date (including those shares which would be outstanding if the stock options referred to above were exercised).
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As a result of its ownership of in excess of 97% of the Company's stock, NACCO controls the Company and has the power to elect the Company's entire Board of Directors and to make certain strategic decisions concerning the Company (including decisions relating to mergers, consolidations or the sale of all or substantially all of the assets of the Company) without the approval of other stockholders. However, the Company has operated and conducted its day-to-day business autonomously.
TAX AGREEMENT
So long as the Company continues to meet the definition of an included corporation for Federal income tax purposes, as that definition may change from time to time, NACCO intends to include the Company in the consolidated Federal income tax returns of NACCO. NACCO and the Company are parties to an income tax share agreement providing for the allocation of Federal income tax liabilities. Under the agreement, the Company will be compensated by NACCO for certain of its tax attributes (e.g., any available tax credits), while all Federal income tax deficiencies and refunds relating to the Company for prior and future years are charged or credited to the Company as they are finally determined. Under this arrangement, the Company will pay to NACCO an amount equal to the taxes that would be payable by the Company if it were a corporation filing a separate return.
A similar arrangement currently exists between NACCO and NMHG and between NACCO and each of its other subsidiaries.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE AND OTHER NACCO SERVICES
NACCO provides directors' and officers' liability insurance to the Company's directors and officers, with the Company reimbursing NACCO for a portion of such costs. The Company may also make use and be charged for the use of NACCO's corporate airplane. NACCO is also expected to provide certain legal, accounting and insurance services to the Company for which it will be reimbursed.
OTHER
Mr. Yoshinori Ohno is President of S-Y. S-Y manufactures semi-complete or complete industrial lift trucks which are purchased by NMHG, Yale Europe and Jungheinrich. S-Y also markets in Japan industrial truck products it manufactures and which it imports from NMHG. For a discussion of inter-affiliate transactions involving S-Y see Note F, Investments, on pages and F- 14.
- 32 - PART IV
ITEM 14.
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 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 has not filed any Current Reports on Form 8-K during the fourth quarter of 1993.
(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 of this annual Report on Form 10-K.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
Neither an annual report nor a proxy statement covering the Company's last fiscal year has been circulated or is going to be circulated to security holders.
- 33 - SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Hyster-Yale Materials Handling, Inc.
By: REGINALD R. EKLUND ------------------------------------- Reginald R. Eklund President and Chief Executive Officer
Date: March 21, 1994
- 34 - 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.
- 35 -
Bergen I. Bull March 29, 1994 -------------------------------- Bergen I. Bull, Attorney-in-Fact
- 36 -
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
YEAR ENDED DECEMBER 31, 1993
HYSTER-YALE MATERIALS HANDLING, INC.
PORTLAND, OREGON
FORM 10-K
ITEM 14 (A) (1) AND (2)
HYSTER-YALE MATERIALS HANDLING, INC.
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Hyster-Yale Materials Handling, Inc. and subsidiaries are included in Item 8:
Report of Independent Accountants for years ended December 31, 1993, 1992 and 1991
Consolidated balance sheets--December 31, 1993 and December 31, 1992
Consolidated statements of income--Years ended December 31, 1993, 1992 and
Consolidated statements of cash flows--Years ended December 31, 1993, 1992 and 1991
Consolidated statements of stockholders' equity--Years ended December 31, 1993, 1992 and 1991
Notes to consolidated financial statements--December 31, 1993
The following consolidated financial statement schedules of Hyster-Yale Materials Handling, Inc. and subsidiaries are included in Item 14 (d):
Schedule V -- Property, plant and equipment
Schedule VI -- Accumulated depreciation and amortization of property, plant and equipment
Schedule VIII -- Valuation and qualifying accounts (accounts not required or not material have been omitted)
Schedule IX -- Short-term borrowings
Schedule X -- Supplementary income statement information
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.
Report of Independent Public Accountants
To the Board of Directors and Stockholders of Hyster-Yale Materials Handling, Inc.:
We have audited the accompanying consolidated balance sheets of Hyster-Yale Materials Handling, Inc. (an indirect, majority-owned subsidiary of NACCO Industries, Inc.) and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1993. These consolidated financial statements and the schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all materials respects, the financial position of Hyster-Yale Materials Handling, Inc. and subsidiaries as of December 31, 1993 and 1992, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles.
As discussed in Note A to the consolidated financial statements, the Company has given retroactive effect to the change in its method of accounting for income taxes.
Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedules listed in the list of financial statements and financial statement schedules are presented for purposes of complying with the Securities and Exchange commission's rules and are not a required part of the basic consolidated financial statements. These schedules have been subjected to the auditing procedures applied in our audit of the basic consolidated financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole.
Portland, Oregon February 4, 1994
Arthur Andersen & Co.
See notes to consolidated financial statements.
See notes to consolidated financial statements.
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE A--ACCOUNTING POLICIES
BASIS OF PRESENTATION: The accompanying consolidated financial statements of Hyster-Yale Materials Handling, Inc. and subsidiaries (the Company) include the accounts of Hyster-Yale Materials Handling, Inc. (Hyster-Yale), a 97% owned subsidiary of NACCO Industries, Inc. (NACCO), and its wholly-owned subsidiaries Hyster Company (Hyster) and Yale Materials Handling Corporation (Yale).
Effective January 1, 1994 Yale was merged into Hyster with the resulting company renamed NACCO Materials Handling Group, Inc. which continues to be a wholly-owned subsidiary of Hyster-Yale.
Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) #109, "Accounting for Income Taxes." The Company elected to retroactively apply its provisions to January 1, 1989 and has restated the accompanying comparative consolidated financial statements (see Note J).
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of Hyster-Yale and its majority-owned domestic and international subsidiaries except for a Brazilian subsidiary. Income from Companhia Hyster, the Brazilian subsidiary, will be recognized when cash is received in the form of a dividend. Investments in Sumitomo-Yale Company, Ltd. (S-Y), a 50% owned joint venture and Yale Financial Services, Inc. (YFS, Inc.), a 20% owned joint venture are accounted for by the equity method. All significant intercompany accounts and transactions among the consolidated companies are eliminated in consolidation.
CASH AND CASH EQUIVALENTS: The Company considers cash equivalents to be investments purchased with a maturity of three months or less.
INVENTORIES: Inventories are stated at the lower of cost or market. Cost has been determined under the last-in, first-out (LIFO) method for domestic inventories and under the first-in, first-out (FIFO) method with respect to all other inventories. Costs for inventory valuation include labor, material and manufacturing overhead.
PROPERTY, PLANT AND EQUIPMENT: Depreciation of plant and equipment is computed using the straight-line method over the estimated useful service lives for purposes of financial reporting. For tax purposes, an accelerated method is generally used. Maintenance and repairs are expensed as incurred.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE A--ACCOUNTING POLICIES--CONTINUED
GOODWILL Goodwill, which represents the excess purchase price paid over the fair value of the net assets acquired in the acquisition of Hyster Company, is amortized on a straight-line basis over 40 years. Amortization was $10.8 million in each of 1993, 1992, and 1991 respectively after restatement for SFAS 109 (see Note J). Accumulated amortization was $49.6 million and $38.7 million at December 31, 1993 and 1992. Management regularly evaluates its accounting for goodwill considering such factors as historical and future profitability and believes that the asset is realizable and the amortization period is still appropriate.
DEFERRED FINANCING COSTS: Deferred financing costs from the acquisition of Hyster Company are being amortized over the term of the related indebtedness. Amortization of deferred financing costs was $1.9 million in 1993 and $2.1 million in 1992 and 1991. In addition, $1.4 million of deferred financing costs were written-off in conjunction with the extraordinary charge (see Note B).
PRODUCT DEVELOPMENT COSTS: Expenditures associated with the development of new products and changes to existing products are expensed as incurred. These costs amounted to $20.7, $21.9 and $19.2 million in 1993, 1992 and 1991, respectively.
FOREIGN CURRENCY: The financial statements of the Company's foreign operations are translated into United States dollars at year-end exchange rates as to assets and liabilities and at weighted average exchange rates as to revenues and expenses. Gains and losses that do not impact cash flows are excluded from net income. Effects of changes in exchange rates on foreign financial statements is designated as "foreign currency translation adjustment" and included as a separate component of stockholders' equity.
The Company enters into forward foreign exchange contracts to hedge certain foreign currency denominated receivables and payables, certain foreign currency commitments and certain net investments in foreign subsidiaries. Gains and losses on hedges of foreign currency denominated receivables and payables are reported currently in income. Gains and losses with respect to firm commitments are deferred and are recognized as part of the cost of the underlying transaction. Gains or losses on hedges of net investments in foreign subsidiaries are included in the foreign currency translation adjustment.
INTEREST RATE SWAP AGREEMENTS: The differential between the floating interest rate and the fixed interest rate which is to be paid or received is accrued as interest rates change and is recognized over the life of the agreement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE A--ACCOUNTING POLICIES--CONTINUED
FINANCIAL INSTRUMENTS: Fair value of financial instruments, except for the senior subordinated debentures and interest rate swaps, approximated their carrying values at December 31, 1993. Fair values are determined from quoted market sources and through management estimates.
RECLASSIFICATION: Operating profit in prior periods' consolidated financial statements has been restated to reflect the reclassification of goodwill amortization as a component of operating expenses. Certain other amounts in the prior periods consolidated financial statements have been reclassified to conform to the current period's presentation.
NOTE B--EXTRAORDINARY CHARGE
An extraordinary charge of $3.3 million, net of $2.0 million in related tax benefits, was recognized for the write-off of premiums and unamortized debt issuance costs associated with the retirement of approximately $50.2 million face value of the Company's 12 3/8% subordinated debentures. The retirement of these subordinated debentures was done in connection with a capital contribution and a restructuring of other bank debt discussed below.
In August 1993, NACCO and the two minority shareholders made a proportional capital contribution of $53.8 million in the form of previously purchased Hyster-Yale 12 3/8% subordinated debentures with a face value of $23.7 million and a purchase value by NACCO of $25.5 million and a cash contribution of $28.3 million.
As part of this transaction, the Company amended its existing senior bank credit agreement. This amendment permits equity infusions to be used for cash purchases of subordinated debentures and, after August 1994, permits use of internally generated funds to retire additional subordinated debentures. In addition, the amendment modifies the bank loan amortization schedule and provides for favorable performance based interest rate incentives. See Note I for additional discussion of the amended senior credit agreement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE D--ACCOUNTS RECEIVABLE
Allowances for doubtful accounts of $4.9 and $4.3 million at December 31, 1993 and 1992, respectively, were deducted from accounts receivable.
The cost of inventories has been determined by the last-in first-out (LIFO) method for 61% of such inventories as of December 31, 1993 and 1992, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE F--INVESTMENTS
The Company owns a 50% interest in S-Y. S-Y operates a facility in Japan from which the Company purchases certain components and internal combustion engine and electric forklift trucks. Following is a summary of unaudited condensed financial information on a separate company basis (before elimination of intercompany profits) pertaining to S-Y.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
The Company generated commission income on certain S-Y sales. Commission income was $1.4, $2.2 and $2.3 million in 1993, 1992 and 1991, respectively. The Company also reimbursed S-Y $0.5 million for engineering assistance during 1993.
Depreciation charged to income was $18.8, $19.0 and $19.1 million in 1993, 1992 and 1991, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS
The Company has entered into a Credit Agreement with a group of banks to provide financing for a portion of the acquisition of Hyster and working capital needs of Hyster-Yale. The Credit Agreement is secured by all domestic assets and the pledge of stock of certain subsidiaries. The Credit Agreement provides for a term note in an aggregate principal amount of $375.0 million and a long-term revolving credit facility which permits advances and secured letters of credit to the Company from time to time up to an aggregate principal amount of $100.0 million through expiration in 1997.
There were no borrowings outstanding under the revolving credit facility at December 31, 1993. Borrowings under the revolving credit facility, which were classified as long-term, were $25.5 million at December 31, 1992. The commitment fee on the unused portion of the revolving credit facility is currently at 0.5% per annum.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS--CONTINUED
Under an amendment to the Credit Agreement negotiated in July 1993, the term note now requires quarterly payments expiring May 31, 1997. The term note and the revolving credit facility bear interest at an effective lender's prime rate plus .75% or LIBOR plus 1.875% subject to reductions as discussed below. The average effective interest rates on the term note and the revolving credit facility were 6.45% and 7.85% in 1993 and 1992, respectively.
The amendment provides for favorable performance based interest rate incentives based on achievement of varying debt to capitalization rates and/or earnings measures. In addition, the amendment permits the use of internally generated funds to repurchase additional subordinated debentures up to $75.0 million based on achieving certain debt to capitalization ratios. The Company is currently eligible to repurchase up to $25.0 million on or after August 1, 1994.
The Company has entered into unsecured interest rate swap agreements. At December 31, 1993 and 1992, the Company had outstanding interest rate swap agreements with commercial banks, having total notional principal amounts of $125.0 and $45.0 million, respectively. The interest rate swap agreements mature at varying lengths from six-months to two years and effectively change the Company's floating interest rat e exposure on $125.0 million of the term note to an average fixed rate of 6.65%. These agreements are with major commercial banks and the exposure to credit loss in the event of nonperformance by the banks is minimal. The Company evaluates its exposure to floating rate debt on an ongoing basis.
The Credit Agreement contains covenants related to minimum net worth, working capital, debt to equity, and interest and fixed charge coverage ratios. In addition, the Credit Agreement limits capital spending, investments, sales of certain assets and dividends. As of December 31, 1993, the Company was in compliance with all the covenants in the Credit Agreement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE I--SHORT-TERM AND LONG-TERM OBLIGATIONS--CONTINUED
The senior subordinated debentures in the amount of $149.8 million are payable in 1999 and bear interest at 12.375%. There is a mandatory sinking fund payment on August 1, 1998 of $100.0 million. As of August 1, 1993, the debentures were redeemable at a price of 107.5. As of August 1, 1994, the debentures can be called at a price of 105. As discussed above, there are call restrictions in the Credit Agreement.
At December 31, 1993, the market value of the 12.375% senior subordinated debentures was $161 million. The interest rate swap agreements have a negative market value of $1.1 million at December 31, 1993.
Foreign subsidiaries had unused credit lines at December 31, 1993 of up to $15.5 million, to the extent that borrowings under these credit lines would not cause the subsidiaries to exceed any of various restrictive covenants. These credit lines are in various currencies and bear interest at rates that range from 6.5% to 8.25% at December 31, 1993.
A portion of the 1994 payments on the term note may be made utilizing the existing, long-term revolving credit facility.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE J--INCOME TAXES
As discussed in Note A, "Accounting Policies", the Company has adopted SFAS 109 effective January 1, 1993 and has retroactively applied its provisions to January 1, 1989. Accordingly, net goodwill has been adjusted as of January 1, 1991 to reflect the cumulative impact of applying this Standard. No adjustment was required to retained earnings as of January 1, 1991 and there was no effect on net income in 1991 or 1992. The adjustment to goodwill, an increase of $25.1 million, represents the cumulative impact of SFAS 109 on purchase accounting for the acquisition of Hyster as of January 1, 1991.
SFAS 109 requires, among other things, the measurement of deferred tax assets and liabilities based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. Deferred income tax expense or benefit is based on the changes in the assets or liabilities from period to period. The prior method of accounting for income taxes measured deferred income tax expense or benefit based on timing differences between the recording of income and expenses for financial reporting purposes and for purposes of filing federal income tax returns at income tax rates in effect when the difference arose.
This Note contains disclosures relative to income taxes for the periods presented in the accompanying consolidated financial statements calculated under the provisions of SFAS 109 with prior periods restated as appropriate.
The Company is included in the consolidated federal income tax return of NACCO. The Company and NACCO are parties to an income tax sharing agreement providing for the allocation of federal income tax liabilities. Under this arrangement, the Company will pay to NACCO an amount equal to the income taxes that would be payable by the Company if it were a corporation filing a separate return. Therefore, the currently payable federal portion of the provision for income taxes is payable to NACCO. The Company files separate state income tax returns.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE J--INCOME TAXES--CONTINUED
Domestic income (loss) before income taxes includes expenses related to interest on acquisition indebtedness, goodwill and deferred financing fee amortization of approximately $47.6, $51.7 and $60.1 million in 1993, 1992 and 1991, respectively.
The Company has provided for estimated United States and foreign income taxes, less available tax credits and deductions, which would be incurred on the remittance of undistributed earnings in its foreign subsidiaries in excess of earnings deemed to be indefinitely reinvested. It is management's intent to provide income taxes on all future accumulations of undistributed earnings for those foreign subsidiaries where it is anticipated that distribution of earnings is likely to occur.
Accumulated earnings at December 31, 1993 of international subsidiaries which have been indefinitely reinvested totaled $45.2 million. Determination of the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable. The amount of withholding taxes that would be payable upon remittance of all undistributed foreign earnings would be $3.9 million. These withholding taxes, subject to certain limitations, may be used to reduce U.S. income taxes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
During 1993 the Company and the IRS settled all outstanding issues on the federal income tax returns for the years 1981-1986. This final settlement did not result in a material adverse effect on the Company's financial position or results of operations.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE K--POSTRETIREMENT BENEFITS
The Company maintains a variety of post retirement plans covering a majority of its employees. A portion of the employees are participants in the defined benefit plans discussed below. Most of the remaining covered employees participate in the profit sharing portion of the Company's defined contribution plan also described below. In addition, all eligible employees are included in the 401(k) portion of the defined contribution plan. Total post retirement expense for the Company was $7.0, $6.8 and $5.3 million for the years 1993, 1992 and 1991, respectively. Included in these amounts is the expense associated with government sponsored plans in which the Company's international subsidiaries participate.
Each defined benefit plan has a formula which is used to determine benefits upon retirement. Most formulas take into account age, compensation, and success of the Company in meeting certain goals although certain hourly employee's formulas are based primarily on years of service. The Company's funding policy is to contribute annually the minimum contribution calculated by the independent actuaries. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE K--POSTRETIREMENT BENEFITS--CONTINUED
The Company maintains a defined contribution retirement plan for U.S. employees which includes a profit sharing portion and a 401(k) portion. Contributions to the profit sharing plan are based on a formula which takes into account age, compensation, and success of the Company in meeting certain goals. Contributions vest over a five-year period. Under the 401(k) portion, eligible employees may contribute up to 17% of their compensation and the Company matches an amount equal to 66-2/3% of the participants initial 3% before tax contribution. Participants are at all times fully vested in their contributions and those made by the Company.
NOTE L --OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
The Company and certain of its subsidiaries have health care and life insurance plans which provide benefits to eligible retired employees. Effective January 1, 1991, the Company adopted Statement of Financial Accounting Standards No. 106 (SFAS 106) "Accounting for Postretirement Benefits Other Than Pensions". The impact of the adoption was not material to the results of operations or financial condition of the Company. The Company continues to fund these benefits on a "pay as you go" basis, with the retirees paying a portion of the costs.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
The assumed health care cost trend rate for measuring the postretirement benefit obligation was 11% in 1993 and 12% in 1992, gradually reducing to 6% in years 2001 and after. The weighted average discount rate utilized was 7.5% in 1993 and 8.25% in the 1992 valuation. If the assumed health care trend rate were increased by 1%, the effect on the APBO and expense would be immaterial.
In November, 1992, Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits" (SFAS 112), was issued. The Company will be required to adopt this new method of accounting for benefits paid to former or inactive employees after employment but before retirement (postemployment benefits) no later than 1994. SFAS 112 requires, among other things, that the expected cost of these benefits be recognized when they are earned or become payable (accrual method) when certain conditions are met rather than the current method which recognizes these costs when they are paid (pay as you go). The Company does not expect this standard to materially impact its financial condition or results of operations.
NOTE M--LONG-TERM INCENTIVE COMPENSATION PLAN
The Company has a Long-Term Incentive Compensation Plan for officers and key management employees of the Company and its subsidiaries. Awards under this plan represent book value appreciation units and entitle the recipient, subject to vesting and other restrictions, to receive cash equal to the difference between the base period price for the units and the book value price as of the quarter date coincident or immediately preceding the date of disbursement. Awards vest and are payable ten years from date of grant or earlier under certain conditions. As of December 31, 1993, awards have been granted to 109 employees and officers. The amount charged (credited) to expense was $(0.2), $(1.0) and ($0.5) million in 1993, 1992 and 1991, respectively. The total amount accrued at December 31, 1993 and 1992 for these awards is $0.3 and $0.5 million, respectively, and is recorded as a long-term liability.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
Aggregate rental expense for operating leases included in the consolidated statements of income was $4.2, $3.4 and $4.1 million in 1993, 1992 and 1991, respectively.
NOTE O--CONTINGENCIES
The Company is subject to recourse or repurchase obligations under various financing arrangements for certain independently-owned retail dealerships. Also, certain dealer loans are guaranteed by the Company. Total amounts subject to recourse, guarantee or repurchase obligation at December 31, 1993 were $72.4 million.
When the Company is the guarantor of the principal amount financed, a security interest is usually maintained in assets of parties for whom the Company is guaranteeing debt. Losses anticipated under the terms of the recourse or repurchase obligations have been provided for and are not significant.
The Company had $127.5 million of forward foreign exchange contracts outstanding at December 31, 1993, with maturities of twelve months or less. These contracts are typically with major international financial institutions. The Company's risk in these transactions is the cost of replacing, at current market rates, these contracts in the event of default by the financial institution. Management believes the risk of incurring such losses is remote and any losses therefrom would be immaterial.
The Company is the defendant in various product liability and other legal proceedings incidental to its business. The majority of this litigation involves product liablility claims. The Company has recorded a reserve for potential product liability losses at December 31, 1993 of $41.1 million, of which $8.0 million is estimated to be payable in 1994. While the resolution of litigation cannot be predicted with certainty, management believes that the reserves are adequate and no material adverse effect upon the financial position or results of operations of the Company will result from such legal actions.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
NOTE P--SEGMENT INFORMATION
The Company's business consists of the engineering, manufacturing and marketing of materials handling machinery and equipment, under the Hyster and Yale trade names. The Company's products are manufactured in plants at five locations in the United States and six international plants located in Scotland, Northern Ireland, The Netherlands, Brazil, Australia and Japan. Service parts are distributed through parts depots located in the United States, Europe, Australia and Brazil. Generally, product assembled abroad is comprised of parts and components manufactured or purchased locally and from U.S. plants at established transfer prices. The transfer price of production parts and completed units is established by a procedure designed to equate to an arm's-length price. However, for purposes of the following financial statement disclosure, transfers between geographic areas are presented at standard cost.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
In addition to product sourced from plants abroad, export sales from the United States plants to unaffiliated customers were $53.8, $44.9, and $38.3 million in 1993, 1992 and 1991, respectively. Total sales into markets outside the United States were $311.5, $326.1 and $321.9 million in 1993, 1992 and 1991, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES FOR THE THREE YEARS ENDED DECEMBER 31, 1993
SCHEDULE IX
SCHEDULE X
EXHIBIT INDEX
(3) Articles of Incorporation and Bylaws.
(i) Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement 33-28812).
(ii) Bylaws of the Company are incorporated herein by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement No. 33-28812).
(iii) Certificate of Amendment to Certificate of Incorporation of the Company, dated May 24, 1989, is incorporated herein by reference to Exhibit 3.3 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(iv) Certificate of Amendment to Certificate of Incorporation of the Company, dated June 7, 1989, is incorporated herein by reference to Exhibit 3.4 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(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) Indenture, dated as of August 3, 1989, between the Company and United Trust Company of New York, Trustee, with respect to the 12-3/8% Senior Subordinated Debentures due August 1, 1999 is incorporated herein by reference to Exhibit 4(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File Number 33-28812.
(10) Material Contracts.
(i) Intentionally omitted.
(ii) Operating Agreement, dated as of July 31, 1979, by and between Eaton Corporation and Sumitomo Heavy Industries Ltd. is incorporated herein by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement No. 33-28812).
X-1
(iii) Memorandum Agreement, dated as of November 19, 1982, by and between Eaton Corporation, Eaton International, Inc., Sumitomo Heavy Industries, Ltd. and Sumitomo Yale Company Ltd. is incorporated herein by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement No. 33-28812).
(iv) Litigation Agreement, dated as of December 31, 1983, between Eaton Corporation and Yale, as amended, is incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(v) Third Amended and Restated Operating Agreement, dated as of November 21, 1985, as amended, between Hyster Company and Hyster Credit Corporation is incorporated herein by reference to Exhibit 10.7 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(vi) Master Sale Leaseback Agreement, dated as of December 19, 1985, between Hyster Credit Corporation and Hyster is incorporated herein by reference to Exhibit 10.8 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(vii) Existing Fleet Sale Leaseback Agreement, dated as of December 19, 1985, between Hyster Credit Corporation and Hyster is incorporated herein by reference to Exhibit 10.9 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(viii) Intentionally omitted.
(ix) Credit Agreement, dated May 26, 1989, among the Company, Yale, Hyster, the Lenders party thereto and Citicorp North America, Inc. (individually and as Agent) is incorporated herein by reference to Exhibit 10.11 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(x) Lease Agreement between Brunswick and Glynn County Development Authority and Hyster, dated as of September 1, 1988 is incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
X-2 (xi) Lease Agreement between the Industrial Development Board of the Town of Sulligent and Hyster, dated as of June 1, 1970, is incorporated herein by reference to Exhibit 10.13 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xii) Lease Agreement between the City of Berea, Kentucky and Hyster, dated as of July 15, 1974, is incorporated by reference herein to Exhibit 10.14 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
* (xiii) Hyster-Yale Materials Handling, Inc. Long-Term Incentive Compensation Plan, dated as of January 1, 1990, is incorporated herein to Exhibit 10(lxxxix) of the NACCO Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File Number 1-9172.
* (xiv) Hyster-Yale Materials Handling, Inc. Annual Incentive Compensation Plan, dated as of January 1, 1990, is incorporated herein to Exhibit 10(lxxxviii) of the NACCO Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File Number 1-9172.
(xv) Termination and Release Agreement, dated as of May 26, 1989, among Eaton Corporation, Eaton Credit Corporation and Eaton Leasing Corporation and Yale is incorporated herein by reference to Exhibit 10.16 to Amendment No. 1 filed June 9, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xvi) Exhibits and Schedules to Credit Agreement, dated May 26, 1989, among the Company, Yale, Hyster, the Lenders party thereto and Citicorp North America, Inc. is incorporated herein by reference to Exhibit 10.17 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xvii) Security Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.18 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xviii) Security Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.19 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
X-3 (xix) Security Agreement, dated as of May 26, 1989, by the Company in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.20 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xx) Trademark and License Security Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.21 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxi) Trademark and License Security Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.22 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxii) Patent and License Security Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.23 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxiii) Patent and License Security Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.24 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxiv) Aircraft Security Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.25 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxv) Hyster Pledge Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.26 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
X-4 (xxvi) Instrument of Pledge, dated as of May 26, 1989, by Hyster and Hyster, B.V. in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.27 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxvii) Deed of Charge, dated as of May 26, 1989, by Hyster Europe Limited and Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.28 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxviii) Brazilian Pledge Agreement, dated as of May 26, 1989, by Hyster and Hyster Overseas Capital Corporation in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.29 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxix) Australian Pledge Agreement, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.30 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxx) Pledge Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.31 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxxi) Yale Pledge Agreement, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.32 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxxii) Deed of Charge, dated as of May 26, 1989, by Yale and Yale Materials Handling Limited in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.33 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
X-5 (xxxiii) Holding Pledge Agreement, dated as of May 26, 1989, by the Company in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.34 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxxiv) NACCO I Pledge Agreement, dated as of May 26, 1989, by Acquisition I in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.35 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxxv) Guaranty, dated as of May 26, 1989, by Hyster in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.36 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxxvi) Guaranty, dated as of May 26, 1989, by Yale in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.37 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxxvii) Guaranty, dated as of May 26, 1989, by the Company in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.38 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxxviii) Guaranty and Security Agreement, dated as of May 26, 1989, by Acquisition I in favor of Citicorp North America, Inc. (as agent for the Lenders party to the Credit Agreement) is incorporated herein by reference to Exhibit 10.39 to Amendment No. 3 filed July 18, 1989 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-28812).
(xxxix) 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 the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement Number 33-28812).
X-6 (xl) 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 2.2 to the Company's Registration Statement on Form S-1 filed May 17, 1989 (Registration Statement Number 33-28812).
(xli) Amendment No. 1 to the Credit Agreement, dated as of August 21, 1989, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company 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, 1989, Commission File Number 33-28812.
(xlii) Amendment No. 2 to the Credit Agreement, dated as of November 7, 1989, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company 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, 1989, Commission File Number 33-28812.
(xliii) Amendment No. 3 to the Credit Agreement, dated as of January 31, 1990, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company 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, 1989, Commission File Number 33-28812.
(xliv) Amendment No. 4 to the Credit Agreement, dated as of June 27, 1990, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(xc) to NACCO's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File Number 1-9172.
(xlv) Amendment No. 5 to the Credit Agreement, dated as of March 27, 1991, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(xlv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812.
(xlvi) Amendment No. 6 to the Credit Agreement, dated as of October 22, 1991, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company 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, 1991, Commission File Number 33-28812.
X-7 * (xlvii) The Yale Materials Handling Corporation Unfunded Deferred Compensation Plan, dated as of December 15, 1989, is incorporated herein by reference to Exhibit 10(xliv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File Number 33-28812.
(xlviii) Amendment to the Third Amended and Restated Operating Agreement, dated as of January 31, 1990, between Hyster and PacifiCorp Credit, Inc. 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, 1990, Commission File Number 33-28812.
(xlix) Amendment to the Third Amended and Restated Operating Agreement, dated as of January 31, 1990, between Hyster and AT&T Commercial Finance Corporation 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, 1990, Commission File Number 33-28812.
(l) Amendment to the Third Amended and Restated Operating Agreement, dated as of November 7, 1991, between Hyster and AT&T Commercial Finance Corporation is incorporated herein by reference to Exhibit 10(l) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812.
(li) Intentionally omitted.
(lii) Intentionally omitted.
(liii) Intentionally omitted.
(liv) Intentionally omitted.
* (lv) Amendment No. 8 to The Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan is incorporated herein by reference to Exhibit 10(lv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812.
* (lvi) Amendment No. 9 to The Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan is incorporated herein by reference to Exhibit 10(lvi) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812.
(lvii) Intentionally omitted.
X-8 (lviii) Marketing Agreement, dated as of January 1, 1992, by and between Yale Materials Handling Corporation and Jungheinrich Aktiengellschaft (AG) is incorporated herein by reference to Exhibit 10(lviii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 33-28812.
* (lix) Termination and Cancellation Agreement, dated as of December 16, 1992, between Yale Materials Handling Corporation and Reginald R. Eklund is incorporated herein by reference to Exhibit 10(lix) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lx) The Hyster-Yale Unfunded Benefit Plan dated as of February 10, 1993, is incorporated herein by reference to Exhibit 10(lx) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
(lxi) Intentionally omitted.
* (lxii) The Hyster-Yale Profit Sharing Plan, amended and restated as of November 11, 1992, is incorporated herein by reference to Exhibit 10(lxii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lxiii) Instrument of Merger of Defined Contribution Plans, effective as of November 1, 1992, 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, 1992, Commission File Number 33-28812.
* (lxiv) Instrument of Merger, Amendment and Termination of the Yale Materials Handling Corporation Profit Sharing Retirement Plan, effective as of November 1, 1992, is incorporated herein by reference to Exhibit 10(lxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lxv) The Hyster-Yale Cash Balance Plan, as amended and restated, effective as of April 1, 1992, is incorporated herein by reference to Exhibit 10(lxv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lxvi) Master Trust Agreement dated as of October 1, 1992, is incorporated herein by reference from Exhibit 10(cv) of NACCO's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
X-9 * (lxvii) Instrument of Amendment and Merger, effective as of November 1, 1992, of the July 1, 1986 Trust Agreement between Bergen Bull and Roger Jensen and Hyster Company into the Master Trust Agreement dated October 1, 1992 by and between State Street Bank and Trust Company and NACCO, is incorporated herein by reference to Exhibit 10(lxvii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lxviii) Tenth Amendment to the Yale Materials Handling Corporation Employee Profit Sharing and Stock Ownership Plan, effective April 1, 1992, is incorporated herein by reference to Exhibit 10(lxviii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lxix) Eleventh Amendment to the Yale Materials Handling Corporation Profit Sharing Retirement Plan, effective as of April 1, 1992, is incorporated herein by reference to Exhibit 10(lxix) to the Company's Annual Report on Form 10-K for the fiscal ear ended December 31, 1992, Commission File Number 33-28812.
* (lxx) Twelfth Amendment to the Yale Materials Handling Corporation Profit Sharing Retirement Plan, effective as of November 1, 1992, is incorporated herein by reference to Exhibit 10(lxx) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lxxi) The Yale Materials Handling Corporation Deferred Incentive Compensation Plan, dated March 1, 1984, also known as the Yale Materials Handling Corporation Short-Term Incentive Deferral 1992, is incorporated herein by reference to Exhibit 10(lxxi) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lxxii) Release and Settlement Agreement between the Company and J. Phillip Frazier, dated as of August 31, 1992, is incorporated herein by reference to Exhibit 10(lxxii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
* (lxxiii) Separation Terms and Conditions Agreement between the Company and Jerry R. Findley, dated July 15, 1992, is incorporated herein by reference to Exhibit (lxxiii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
X-10 (lxxiv) Amendment Number 7 to the Credit Agreement, dated as of May 19, 1992, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(lxxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
(lxxv) Amendment Number 8 to the Credit Agreement, dated as of January 14, 1993, among Citicorp North America, Inc., the Company, Yale Materials Handling Corporation and Hyster Company is incorporated herein by reference to Exhibit 10(lxxv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 33-28812.
(lxxvi) Amended and Restated Credit Agreement, dated July 30, 1993, among Hyster-Yale Materials Handling, Inc., Hyster Company, Yale Materials Handling Corporation, the Lender's party thereto and Citicorp North America, Inc. (individually and as Agent) is incorporated herein by reference to Exhibit 10(lxxvi) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, Commission File Number 33-28812.
(lxxvii) Termination of Lease and Bill of Sale dated October 1, 1993 between Brunswick and Glynn County Development Authority and Hyster Company is attached hereto as Exhibit 10(lxxvii).
(lxxviii) Agreement and Plan of Merger dated as of December 20, 1993 between Hyster Company, an Oregon corporation, and Hyster Company, a Delaware corporation, is attached hereto as Exhibit 10(lxxviii).
(lxxix) 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 attached hereto as Exhibit 10(lxxix).
X-11 (lxxx) Reaffirmation Amendment and Acknowledgement Agreement dated July 30, 1993 among Hyster-Yale Materials Handling, Inc., Yale Materials Handling Corporation, Hyster Company, NACCO Industries, Inc. and Citicorp North America, Inc., individually and as Agent for the various Lenders, is attached hereto as Exhibit 10(lxxx).
(lxxxi) Amendment No. 1 dated as of December 31, 1993 to the Amended and Restated Credit Agreement dated as of July 30, 1993 among Hyster-Yale Materials Handling, Inc., Yale Materials Handling Corporation, Hyster Company, the Lenders party thereto, and Citicorp North America, Inc.,individually and as Agent, is attached hereto as Exhibit 10(lxxxi).
(lxxxii) Reaffirmation, Amendment and Acknowledgement Agreement dated as of December 31, 1993 among Hyster-Yale Materials Handling, Inc., Yale Materials Handling Corporation, Hyster Company and Citicorp North America, Inc., as Agent for the Lenders, is attached hereto as Exhibit 10(lxxxii).
(lxxxiii) Reaffirmation, Amendment and Acknowledgement Agreement dated as of January 1, 1994 among Hyster-Yale Materials Handling, Inc., NACCO Materials Handling Group, Inc. and Citicorp North America, Inc., as Agent for the Lenders, is attached hereto as Exhibit 10(lxxxiii).
* (lxxxiv) Amendment No. 1 dated as of May 13, 1993 to the Hyster-Yale Profit Sharing Plan is attached hereto as Exhibit 10(lxxxiv).
* (lxxxv) Amendment No. 2 dated effective January 1, 1994 to the Hyster-Yale Profit Sharing Plan is attached hereto as Exhibit 10(lxxxv).
* (lxxxvi) Amendment No. 1 dated as of May 27, 1993 to the Hyster-Yale Cash Balance Plan is attached hereto as Exhibit 10(lxxxvi).
X-12 * (lxxxvii) Amendment No. 2 dated effective January 1, 1994 to the Hyster-Yale Cash Balance Plan is attached hereto as Exhibit 10(lxxxvii).
* (lxxxviii) Amendment No. 1 effective as of May 12, 1993 to the Hyster-Yale Long-Term Incentive Compensation Plan is attached hereto as Exhibit 10(lxxxviii).
* (lxxxix) Amendment No. 1 effective January 1, 1994 to the Hyster-Yale Unfunded Benefit Plan is attached hereto as Exhibit 10(lxxxix).
* (lxxxx) Amendment No. 1 effective as of December 31, 1993 to the Hyster-Yale Annual Incentive Compensation Plan is attached hereto as Exhibit 10(lxxxx).
* (lxxxxi) Thirteenth Amendment dated February 15, 1993 to the Yale Materials Handling Corporation Profit Sharing Retirement Plan is attached hereto as Exhibit 10(lxxxxi).
* (lxxxxii) Master Trust Agreement for Defined Benefit Plans between NACCO Industries, Inc. and State Street Bank and Trust Company dated January 1, 1994 is incorporated herein by reference to Exhibit 10(cxxxviii) to NACCO Industries, Inc. report on Form 10-K for the year ended December 31, 1993, Commission File Number 1-9172.
* (lxxxxiii) Amendment No. 2 effective as of December 31, 1993 to the Hyster-Yale Long-Term Incentive Compensation Plan is attached hereto as Exhibit 10(lxxxxiii).
(21) Subsidiaries of the Registrant.
(i) The subsidiaries of the Company are attached hereto as Exhibit 21(i).
X-13 (24) Powers of Attorney
(i) A manually signed copy of a power of attorney for Owsley Brown II is attached hereto as Exhibit 24(i).
(ii) A manually signed copy of a power of attorney for John J. Dwyer is attached hereto as Exhibit 24(ii).
(iii) A manually signed copy of a power of attorney for Robert M. Gates is attached hereto as Exhibit 24(iii).
(iv) A manually signed copy of a power of attorney for E. Bradley Jones is attached hereto as Exhibit 24(iv).
(v) A manually signed copy of a power of attorney for Dennis W. LaBarre is attached hereto as Exhibit 24(v).
(vi) A manually signed copy of a power of attorney for Yoshinori Ohno is attached hereto as Exhibit 24(vi).
(vii) A manually signed copy of a power of attorney for Alfred M. Rankin, Jr. is attached hereto as Exhibit 24(vii).
(viii) A manually signed copy of a power of attorney for Claiborne R. Rankin is attached hereto as Exhibit 24(vii).
(ix) A manually signed copy of a power of attorney for John C. Sawhill is attached hereto as Exhibit 24(ix).
X-14 (x) A manually signed copy of a power of attorney for Ward Smith is attached hereto as Exhibit 24(x).
(xi) A manually signed copy of a power of attorney for Britton T. Taplin, is attached hereto as Exhibit 24(xi).
(xii) A manually signed copy of a power of attorney for Frank E. Taplin, Jr. is attached hereto as Exhibit 24(xii).
(xiii) A manually signed copy of a power of attorney for Richard B. Tullis is attached hereto as Exhibit 24(xiii).
* 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.
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