<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PARK-OHIO INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PARK-OHIO INDUSTRIES, INC.
600 TOWER EAST
20600 CHAGRIN BOULEVARD
CLEVELAND, OHIO 44122
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1995 annual meeting of shareholders of
Park-Ohio Industries, Inc., an Ohio corporation (the "Company"), will be held at
the Argo-Tech Corporation Auditorium, 23555 Euclid Avenue, Euclid, Ohio, on
Thursday, May 25, 1995, at 10:00 A.M., Cleveland Time, for the following
purposes:
1. To elect three directors, the names of whom are set forth in the
accompanying proxy statement, to serve for a term expiring at the annual
meeting of shareholders in 1997;
2. To consider and vote upon a proposal to approve the adoption of the
Company's Amended and Restated 1992 Stock Option Plan;
3. To consider and vote upon a proposal to ratify the appointment of Ernst
& Young LLP as the Company's independent auditors for 1995; and
4. To act on such other matters as may be properly brought before the
annual meeting or any adjournments, postponements or continuations
thereof.
Only shareholders of record at the close of business on April 12, 1995 are
entitled to notice of and to vote at the meeting.
All shareholders are invited to attend the annual meeting. To ensure your
representation at the annual meeting, however, you are urged to mark, sign and
return the enclosed proxy in the accompanying envelope, regardless of whether
you expect to attend the annual meeting. No postage is required if mailed in the
United States. Any shareholder attending the annual meeting may vote in person
even if such shareholder has returned a proxy.
By Order of the Board of Directors
RONALD J. COZEAN
Secretary and General Counsel
April 17, 1995
<PAGE> 3
PARK-OHIO INDUSTRIES, INC.
600 TOWER EAST
20600 CHAGRIN BOULEVARD
CLEVELAND, OHIO 44122
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of the Company to be voted at
the annual meeting of shareholders of the Company to be held at the Argo-Tech
Corporation Auditorium, 23555 Euclid Avenue, Euclid, Ohio, on Thursday, May 25,
1995, at 10:00 A.M., Cleveland Time, and any and all adjournments, postponements
or continuations thereof. This proxy statement and the accompanying proxy were
first mailed to shareholders on or about April 17, 1995. A shareholder giving a
proxy may revoke it, without affecting any vote previously taken, by a later
appointment received by the Company or by giving notice to the Company in
writing or in open meeting. Attendance at the meeting will not in itself revoke
a proxy. Shares represented by properly executed proxies will be voted at the
meeting. If a shareholder has specified how the proxy is to be voted with
respect to a matter listed on the proxy it will be voted in accordance with such
specifications, and if no specification is made the executed proxy will be voted
FOR the election of the nominees for directors and FOR the other proposals
listed on the proxy, provided, however, that if the election of directors is by
cumulative voting, the persons appointed by the accompanying proxy intend to
cumulate the votes represented by proxies they receive and distribute such votes
in accordance with their best judgment.
Under the General Corporation Law of Ohio, cumulative voting means that
each shareholder is entitled to a number of votes equal to the number of shares
owned by such shareholder multiplied by the number of directors to be elected.
Each shareholder may cast all of his or her votes for a single nominee or may
distribute his or her votes among as many nominees as he or she sees fit.
Shareholders will have cumulative voting if notice in writing is given by any
shareholder to the President or any Vice President or the Secretary of the
Company, not less than forty-eight hours before the time fixed for holding the
meeting, that the shareholder desires that the voting for election of directors
be cumulative, and if an announcement of the giving of such notice is made upon
the convening of the meeting. Such announcement may be made by the Chairman or
the Secretary of the Company or by or on behalf of the shareholder giving such
notice.
The record date for the determination of shareholders entitled to notice of
and to vote at the 1995 Annual Meeting is April 12, 1995. As of March 15, 1995,
there were issued and outstanding 8,941,810 shares of Common Stock of the
Company. Each share of Common Stock has one vote.
So far as the Company is aware, no matters other than those described in
this proxy statement will be presented to the meeting for action on the part of
the shareholders. If any other matters are properly brought before the meeting,
it is the intention of the persons named in the accompanying proxy to vote the
shares to which the proxy relates thereon in accordance with their best
judgment. Abstentions will be counted as present at the meeting for purposes of
determining a quorum and will be counted as voting (but not for or against) with
regard to the issue to which the abstention relates.
1
<PAGE> 4
The cost of soliciting proxies, including the charges and expenses incurred
by persons holding shares in their name as nominee for the forwarding of proxy
materials to the beneficial owners of such shares, will be borne by the Company.
Proxies may be solicited by officers and employees of the Company, by letter, by
telephone or in person. Such individuals will not be additionally compensated
but may be reimbursed by the Company for reasonable out-of-pocket expenses
incurred in connection therewith. In addition, the Company has retained
Kissel-Blake Inc., a professional proxy soliciting firm, to assist in the
solicitation of proxies and will pay such firm a fee, estimated to be $6,000,
plus reimbursement of out-of-pocket expenses.
ELECTION OF DIRECTORS
The authorized number of directors of the Company is presently fixed at
six, divided into two classes: each having three members. The directors in each
class are elected for two-year terms so that the term of office of one class of
directors expires at each annual meeting. The terms of office of Edward F.
Crawford, John J. Murray, and James W. Wert will expire on the day of the 1995
annual meeting, upon election of successors.
The persons named in the accompanying proxy will vote the proxies received
by them (unless authority to vote is withheld) for the election of Messrs.
Edward F. Crawford, John J. Murray, and James W. Wert to serve as directors for
a two-year term and until their successors are elected and qualify. All nominees
currently serve as directors of the Company. If any nominee is not available at
the time of election, the proxy holders will vote in their discretion for a
substitute or for holding a vacancy to be filled by the Board. The Company has
no reason to believe any nominee will be unavailable.
Pursuant to the terms of the Amended and Restated Plan and Agreement of
Merger, dated February 6, 1995, among the Company, P.O. Acquisition Company,
Inc. and RB&W Corporation, the Company is obligated to expand the size of its
Board of Directors by one and fill the vacancy with a former member of the Board
of Directors of RB&W Corporation. The Company's Board will meet prior to the
annual meeting of shareholders to increase the authorized number of directors to
seven, and to fill the vacancy with a former RB&W Board member whose term of
office will expire on the day of the 1996 annual meeting, upon election of a
successor.
RECOMMENDATION AND VOTE REQUIRED
The affirmative vote of a plurality of the shares of Common Stock
represented at the meeting is required to elect Edward F. Crawford, John J.
Murray, and James W. Wert as directors of the Company to serve until the 1997
annual meeting of shareholders.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EDWARD F.
CRAWFORD, JOHN J. MURRAY, AND JAMES W. WERT AS DIRECTORS.
2
<PAGE> 5
Information is set forth below regarding the nominees for election and the
directors who will continue in office after the meeting, including their ages,
principal occupations during the past five years and other directorships
presently held. Also set forth is the date each was first elected as a director
of the Company or a corporation that has been merged into the Company.
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION YEAR
- --------------------------------------------------------------------------------------------------- FIRST
PRINCIPAL OCCUPATION ELECTED TERM
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR EXPIRING
- ---------------------- --- ------------------------------------------------------------------ -------- --------
<S> <C> <C> <C> <C>
Edward F. Crawford* 55 Chairman and Chief Executive Officer of the Company since June 17, 1992 1997
1992; formerly Director of the Company from 1989 until 1991;
Chairman and Chief Executive Officer, Crawford Group, Inc.
(manufacturing businesses) since 1964; Director, Leaseway
Transportation Corp. since 1993
John J. Murray 39 President and Chief Operating Officer of the Company since January 1992 1997
1, 1995; President of KMR Industries, Inc. (business consulting
firm) since 1991; President and Chief Operating Officer, Rennoc
Corporation (manufacturing company) from 1989 to 1990; Vice
President - Corporate Development, Philadelphia Industries, Inc.
and CSS Industries, Inc. (diversified holding companies) from 1982
to 1989; Chairman of the Board, Ellisco, Inc. (manufacturing
company), an acquired subsidiary of Philadelphia Industries, Inc.,
from 1986 to 1989
James W. Wert*# 48 Chief Financial Officer, KeyCorp (financial services company) 1992 1997
since March 1, 1994; Vice Chairman and Chief Financial Officer,
Society Corporation (financial services company) from 1990 to
1994; Executive Vice President of Society Corporation from 1987 to
1990
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE MEETING YEAR
- --------------------------------------------------------------------------------------------------- FIRST
PRINCIPAL OCCUPATION ELECTED TERM
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR EXPIRING
- ---------------------- --- ------------------------------------------------------------------ -------- --------
<S> <C> <C> <C> <C>
Lewis E. Hatch, Jr.+# 68 Retired, 1992, Former Chairman and Chief Operating Officer, Rusch 1992 1996
International (international medical device company) from 1986 to
July 1992; Director, Teleflex, Incorporated since 1976
Thomas E. McGinty*+ 65 Former Interim Chairman of the Board and Chief Executive Officer 1986 1996
of the Company from November, 1991 to June, 1992; President,
Belvoir Consultants, Inc. (management consultants) since 1983
Richard S. Sheetz+ 70 Former Chairman of the Board and Chief Executive Officer of the 1964 1996
Company
</TABLE>
- ---------------
*Member, Executive Committee
+Member, Audit Committee
#Member, Compensation and Stock Option Committee
3
<PAGE> 6
BENEFICIAL OWNERSHIP OF SHARES
The following table, furnished as of March 15, 1995, sets forth certain
information with respect to beneficial ownership by each director, nominee, and
named executive officer individually, and by all directors and named executive
officers as a group of the Common Stock of the Company. Unless otherwise
indicated, the nature of beneficial ownership consists of sole voting and
investment power.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT
NATURE OF OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
----------------------------------------------------- -------------------- -------
<S> <C> <C>
Edward F. Crawford................................... 3,003,000(1) 33.2%
Lewis E. Hatch, Jr................................... 17,260 *
Thomas E. McGinty.................................... 101,000 1.1%
John J. Murray....................................... 4,000 *
Richard S. Sheetz.................................... 75,340(2) *
James S. Walker...................................... 41,000(3) *
James W. Wert........................................ 12,000(4) *
All Directors and Officers as a group (7 persons).... 3,253,600(5) 35.9%
<FN>
- ---------------
* Less than 1%
(1) Includes 8,500 shares owned by Mr. Crawford's wife as to which Mr. Crawford
disclaims beneficial ownership, 22,500 shares owned by L'Accent De Provence
over which Mr. Crawford shares voting and investment power, 100,000 shares
subject to stock options currently exercisable, and 750,000 shares held by
The Huntington Trust Company NA as escrow agent for the benefit of Mr.
Crawford over which Mr. Crawford has sole voting power.
(2) Includes 942 shares owned by a family member as to which Mr. Sheetz
disclaims beneficial ownership.
(3) Includes 30,000 shares subject to stock options currently exercisable.
(4) Includes 2,000 shares owned by Mr. Wert's wife and 4,000 shares held in
trust for Mr. Wert's children, over which Mr. Wert shares investment power.
(5) Includes 28,500 shares as to which voting or investment power is shared.
</TABLE>
The following table, furnished as of March 15, 1995, sets forth certain
information concerning each person (or group of affiliated persons) who is known
to the Company to be the beneficial owner of more than 5% of its outstanding
Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------- ----------------------------------------------- ----------------- --------
<S> <C> <C> <C>
Common Stock Edward F. Crawford 3,003,000(1) 33.2%
26650 Lakeland Boulevard
Cleveland, Ohio 44132
Common Stock FMR Corp. 790,220(2) 8.7%
82 Devonshire Street
Boston, Massachusetts 02109
Common Stock Pioneering Management Corporation 543,600(3) 6.1%
60 State Street
Boston, Massachusetts 02114
4
<PAGE> 7
<FN>
- ---------------
(1) Based on information set forth on Amendment No. 2 to Schedule 13D filed on
January 17, 1995 with the Securities and Exchange Commission. The total
includes 22,500 shares owned by L'Accent De Provence of which Mr. Crawford
is President and owner of 25% of its capital stock, 8,500 shares owned by
Mr. Crawford's wife as to which Mr. Crawford disclaims beneficial ownership,
100,000 shares subject to stock options currently exercisable, and 750,000
shares held by The Huntington Trust Company NA over which Mr. Crawford has
sole voting power.
(2) Based on information set forth on Amendment No. 2 to Schedule 13G dated
February 13, 1995. FMR Corp. is a parent holding company. Fidelity
Management & Research Company, a wholly-owned subsidiary of FMR Corp. and an
investment adviser, is the beneficial owner of 647,220 shares as a result of
acting as investment adviser to several investment companies. Included in
the 647,220 shares are 103,520 shares which would be owned upon the
conversion of $2,000,000 principal amount of 7.25% Convertible Subordinated
Debentures. FMR Corp., through the control of its subsidiaries, has sole
power to dispose of the 647,220 shares. Power to vote these 647,220 shares
resides with the Boards of Trustees of the various funds. Fidelity
Management Trust Company, a wholly-owned subsidiary of FMR Corp. and a bank,
is the beneficial owner of 143,000 shares as a result of its serving as
investment manager of several institutional accounts. FMR Corp., through its
control of Fidelity Management Trust Company, has sole voting and
dispositive power over 136,400 shares of common stock and sole dispositive
power over 6,600 shares.
(3) Based on information set forth on Schedule 13G dated January 17, 1995.
Pioneering Management Corporation has sole voting power and shared
dispositive power over the 543,600 shares.
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and greater than ten-percent
shareholders are required by Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during 1994 and Forms 5 and amendments thereto
furnished to the Company with respect to 1994, no director, officer, beneficial
owner of more than 10% of its outstanding Common Stock or any other person
subject to Section 16 of the Exchange Act, failed to file on a timely basis
since January 1, 1994, reports required by Section 16(a) of the Exchange Act
during 1994.
CERTAIN MATTERS PERTAINING TO THE BOARD OF DIRECTORS
ORGANIZATION AND COMPENSATION OF THE BOARD OF DIRECTORS
During 1994, the Board held five meetings, the Audit Committee held one
meeting, the Compensation and Stock Option Committee (the "Compensation
Committee"), held two meetings and the Executive Committee held no meetings.
During 1994, each of the directors attended at least 75% of the meetings of the
Board and of any committee on which he served, except for Mr. Wert. During 1994,
the Audit Committee consisted of Messrs. Hatch, Murray and Sheetz. In addition
to its functions set forth herein under the caption "APPOINTMENT OF INDEPENDENT
AUDITORS," the Audit Committee reviews the adequacy of the Company's internal
accounting controls and auditing procedures. During 1994, the Compensation
Committee consisted of Messrs. Hatch, McGinty and Wert. In addition to its
functions set forth herein under "Stock Option Plan," the Compensation Committee
recommends the compensation arrangements for the Company's
5
<PAGE> 8
officers. The Executive Committee consists of Messrs. Crawford, McGinty and
Wert. The Executive Committee is empowered to exercise the powers of the Board
between meetings of the Board. While there is no standing Nominating Committee,
the Board selects nominees for election as directors and considers the
performance of directors in determining whether to nominate them for
re-election.
Each director, except Mr. Crawford, is paid an annual retainer from the
Company of $20,000. Mr. Murray, received consulting fees, in the amount of
$46,320 for 1994, for work performed on the RB&W Corporation acquisition.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hatch, McGinty and Wert served as members of the Compensation and
Stock Option Committee of the Board during 1994. Mr. McGinty served as Interim
Chairman and Chief Executive Officer of the Company from November 14, 1991 to
June 17, 1992.
EXECUTIVE COMPENSATION
INTRODUCTION
The following table sets forth the respective amounts of compensation of
the Chief Executive Officer and the other named executive officer of the Company
for each of the years 1992, 1993 and 1994.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
-------------------------------- COMPENSATION
------------
SECURITIES
UNDERLYING
NAME AND OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR(1) SALARY($) BONUS($) SARS(#)(2) COMPENSATION($)(3)
- ---------------------------- ------- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
E.F. Crawford
Chairman of the Board and
Chief Executive Officer... 1994 225,000 0 0 181
1993 225,000 0 0 336
1992 121,000 0 100,000 288
J.S. Walker
Vice President, Treasurer
and Controller............ 1994 140,000 30,000 5,000 3,181
1993 140,000 0 15,000 3,136
1992 140,000 0 25,000 10,375
<FN>
- ---------------
(1) Mr. Crawford became Chairman and Chief Executive Officer of the Company on
June 17, 1992 upon the acquisition of Kay Home Products, Inc. by a
wholly-owned subsidiary of the Company.
(2) Reflects the number of shares of Common Stock of the Company covered by
stock options granted during the years. No stock appreciation rights
("SARs") were granted to the named executives during the years shown.
(3) For the year ended December 31, 1994, All Other Compensation includes
contributions made by the Company under the Company's Individual Account
Retirement Plan as follows: Mr. Crawford, $0, and Mr. Walker, $3,000; and
taxable portion of benefits under life insurance program, as follows: Mr.
Crawford, $181, and Mr. Walker, $181.
6
</TABLE>
<PAGE> 9
STOCK OPTION PLAN
The Company has in effect a 1992 Stock Option Plan (the "Plan") that
permits the granting of "non-statutory stock options" and "incentive stock
options." The 1992 Plan is administered by the Compensation Committee of the
Board of Directors, which has authority to select officers and key employees to
be participants and to determine the type and number of awards to be granted.
The number of shares currently available for grant under the 1992 Plan
shall not exceed 350,000, subject to certain adjustments. The option price for
stock options granted under the 1992 Plan is fixed by the Committee, but in no
event will it be less than the fair market value of the Common Stock on the date
of grant. Options may be granted under the 1992 Plan at any time on or prior to
February 18, 2002.
The following tables set forth information regarding stock option
transactions with respect to the named executive officers during 1994.
<TABLE>
OPTION/SAR GRANTS IN 1994
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------
NUMBER % OF
OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE
UNDERLYING SARS AT ASSUMED ANNUAL RATES OF
OPTIONS/ GRANTED TO STOCK PRICE APPRECIATION FOR
SARS EMPLOYEES EXERCISE OPTION TERM(3)
GRANTED(#) IN FISCAL OR BASE EXPIRATION ----------------------------
NAME (1) YEAR PRICE($/SH)(2) DATE 0%($) 5%($) 10%($)
- --------------- -------- ---------- -------- --------- --- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
E.F. Crawford 0 0 N/A N/A 0 0 0
J.S. Walker 5,000 14.3% 13.50 08/22/04 0 42,450 107,600
<FN>
- ---------------
(1) Options become exercisable to the extent of 33 1/3% of the subject shares
after one year from the date of grant, 66 2/3% after two years from the date
of grant, and 100% after three years from the date of grant.
(2) Represents the NASDAQ closing price on the day prior to grant.
(3) The assumed rates of appreciation are not intended to represent either past
or future appreciation rates with respect to the Company's Common Stock. The
rates are prescribed in the applicable Commission rules for use by all
companies for the purpose of this table.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN 1994
AND DECEMBER 31, 1994 OPTION/SAR VALUES
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES DECEMBER 31, 1994 DECEMBER 31, 1994
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
- ----------------- ------------ --------- ----------------- -----------------
<S> <C> <C> <C> <C>
E.F. Crawford None N/A 100,000/0 $ 775,000/$0
J.S. Walker None N/A 30,000/15,000 $212,500/$37,500
<FN>
- ---------------
(1) The "Value of Unexercised In-the-Money Options/SARs at December 31, 1994"
was calculated by determining the difference between the fair market value
of the underlying Common Stock at December 31, 1994 (the NASDAQ closing
price of the Company's Common Stock on December 30, 1994 was $12.875) and
the exercise price of the option. An option is "In-the-Money" when the fair
market value of the underlying Common Stock exceeds the exercise price of
the option.
</TABLE>
7
<PAGE> 10
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
Mr. Crawford, Chairman and Chief Executive Officer, and Mr. Walker,
principal financial and accounting officer, are the named executive officers of
the Company. Mr. Crawford and Mr. Walker receive an annual salary and are
eligible to receive stock options under the Company's 1992 Stock Option Plan.
The 1992 Stock Option Plan is administered by the Compensation and Stock Option
Committee of the Board ("Committee") which is empowered to grant options to
purchase Common Stock of the Company to officers and key employees of the
Company and its subsidiaries. The Board believes stock options are an effective
incentive which links compensation to shareholder return.
Mr. Crawford's compensation is governed by the terms of an Employment
Agreement dated June 17, 1992. The Employment Agreement was entered into in
connection with the Company's acquisition of substantially all of the assets of
Kay Home Products, Inc. The acquisition was approved by the Company's
Shareholders at the Annual Meeting on June 17, 1992. The Proxy
Statement/Prospectus furnished to the Company's shareholders in connection with
that Annual Meeting included a copy of Mr. Crawford's Employment Agreement.
The Employment Agreement provides for Mr. Crawford to receive an annual
salary of $250,000. Consistent with the Company's rigorous cost-cutting program,
Mr. Crawford voluntarily reduced his annual salary to $225,000 in 1993. Mr.
Crawford did not receive any stock options during 1994.
Mr. Walker's compensation for 1994 principally consisted of an annual
salary of $140,000, which is identical to the salary for 1993, a bonus of
$30,000, and 5,000 stock options. Mr. Crawford, based on his review of the
performance of Mr. Walker, recommended to the Committee that Mr. Walker receive
a bonus and stock options in accordance with the Company's 1992 Stock Option
Plan. The Committee accepted Mr. Crawford's recommendation and granted the bonus
and options to Mr. Walker.
The Committee recommended the 1992 Stock Option Plan be amended principally
to (i) increase the number of shares available for option grants and (ii) comply
with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended, relating to the deductibility of compensation paid to specified
executive officers.
During 1994, the members of the Committee were:
Lewis E. Hatch, Jr.
Thomas E. McGinty
James W. Wert
8
<PAGE> 11
PERFORMANCE COMPARISONS
The chart set forth below compares the cumulative total shareholder return
of the Company for the five years ended December 31, 1994 to (a) the Total
Return Index for the NASDAQ Stock Market (U.S. Companies), and (b) a group of
peer companies selected by the Company on the basis of similar business lines
and comparable market capitalization, number of employees, and total sales. In
all cases shown, the chart assumes the investment of $100 on December 29, 1989
and the reinvestment of all dividends.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
PARK-OHIO, NASDAQ STOCK MARKET (U.S. COMPANIES) AND
SELF-DETERMINED PEER GROUP
(DOLLARS)
<CAPTION>
NASDAQ Stock
Market (U.S. Self-Deter-
Measurement Period Com- mined Peer
(Fiscal Year Covered) Park Ohio panies)(1) Group(2)
------------------- --------- ------------ ------------
<S> <C> <C> <C>
1989 100 100 100
1990 47 85 51
1991 51 136 65
1992 85 159 94
1993 219 181 96
1994 219 177 98
<FN>
- ---------------
(1) The index is issued by the University of Chicago Graduate School of
Business, Center for Research in Security Prices.
(2) This peer group is comprised of ABS Industries Inc., Gehl Company, Walbro
Corporation, Essef Corporation, Mark Controls Corporation, Ameriwood
Industries International Corporation, and Wyman Gordon Corporation.
Companies were chosen based on similarity of Standard Industrial
Classification codes and a combination of comparable market capitalization,
number of employees, and total sales. The returns of each issuer have been
weighted according to the respective company's stock market capitalization.
Market capitalization is determined by price times shares outstanding at the
close of the previous day.
</TABLE>
9
<PAGE> 12
INFORMATION CONCERNING EXECUTIVE OFFICERS
EXECUTIVE AGREEMENTS
The Company entered into an employment agreement dated June 17, 1992 (the
"Employment Agreement") with Mr. Crawford in connection with the Company's
acquisition of substantially all of the assets of Kay Home Products, Inc.
Pursuant to the Employment Agreement, Mr. Crawford is to be employed for a
period of three years as Chairman and Chief Executive Officer of the Company at
a rate of $250,000 per year of employment, subject to discretionary increases by
the Board. Mr. Crawford voluntarily reduced his annual salary to $225,000 in
1993. Mr. Crawford is also entitled to all benefits generally provided to
Company executive officers. Mr. Crawford was granted a non-statutory stock
option to purchase 100,000 shares of Common Stock. The option shall terminate on
the earlier of June 17, 1997, or the cessation of Mr. Crawford's employment with
the Company, subject to provisions allowing for the conditional exercise of the
option upon such cessation of employment. In accordance with the Employment
Agreement, Crawford was elected as a director of Park-Ohio to fill an existing
vacancy on the Board and serves on the Executive Committee.
Mr. Crawford's employment can be terminated under the Employment Agreement
for death, incapacitating disability for at least six months, or for certain
specific causes. In the event of voluntary resignation or termination for cause
or by death or disability prior to the third anniversary of the Employment
Agreement, Mr. Crawford shall receive only compensation earned and benefits
accrued to the date of termination, and no severance pay. In the event of
termination without cause prior to the third anniversary of the Employment
Agreement, Mr. Crawford shall receive severance pay in accordance with the
Company's standard termination policy for executive personnel.
Pursuant to the terms of the Employment Agreement, Mr. Crawford agrees that
during the term of his employment and at all times thereafter, he will in no
manner disclose any confidential information relating to the Company or any of
its affiliates or shareholders except as directed by the Company. Mr. Crawford
also agrees to refrain for the term of his employment and for two years
thereafter, from certain acts of competition or solicitation.
RELATED TRANSACTIONS
General Aluminum Mfg. Company, a wholly-owned subsidiary of the Company,
leases space in two buildings in Conneaut, Ohio. GAMCO is leasing 70,000 square
feet of a facility owned by Mr. Crawford at a monthly rent of $9,000 and is
leasing a facility owned by Mrs. Crawford, consisting of 50,000 square feet, at
a monthly rent of $3,000.
Mr. Wert is a director of the Company and is the Chief Financial Officer of
KeyCorp, the successor by merger of Society Corporation, which is the parent of
Society National Bank ("Society"). As of December 31, 1994, the Company was
indebted to Society and two other banks in the amount of $7 million under a
revolving credit. Society is also the trustee and investment advisor for the
Company's Individual Account Retirement Plan and for two defined benefit plans
covering certain hourly employees. The Company maintains its checking accounts
at Society, and Society is the registrar and transfer agent for the Company's
Common Stock.
10
<PAGE> 13
APPROVAL OF THE AMENDED AND RESTATED 1992 STOCK OPTION PLAN
At its March 16, 1995 meeting, the Board of Directors adopted, subject to
shareholder approval, the Company's Amended and Restated 1992 Stock Option Plan
(the "1992 Plan"). The Board believes that the future success and profitability
of the Company will depend in large measure on its ability to attract, motivate
and retain experienced and highly qualified personnel. The Board believes that
an effective compensation policy for these individuals requires not only that
annual compensation be competitive, but also that the Company provide long-term
compensation incentives linked to shareholder return and Company performance
over a period of years.
The following is a summary of the material features of the 1992 Plan. The
full text of the 1992 Plan is attached as Appendix A, and the following summary
is qualified in its entirety by reference to it.
Purpose of the 1992 Plan. The purpose of the 1992 Plan is to advance the
interests of the Company and its shareholders by providing means whereby
officers (including officers who are directors) and key employees of the Company
and its subsidiaries may be furnished with additional incentive by being given
an opportunity to purchase shares of Common Stock of the Company ("Shares")
pursuant to the exercise of options granted under the 1992 Plan. The options
granted under the 1992 Plan shall either be options which are intended to
qualify as "Incentive Stock Options" under Section 422 of the Internal Revenue
Code, or options which do not qualify as Incentive Stock Options ("Non-Statutory
Options").
Administration. The 1992 Plan shall be administered by the Compensation
Committee, composed of not less than two directors appointed by the Board. The
Board may also appoint one or more directors as alternate members of the
Compensation Committee, who may take the place of any absent member or members
at any meeting of the Compensation Committee. The members and alternate members
of the Compensation Committee shall, at all times during their service as such,
be "disinterested persons" within the meaning of Rule 16b-3(c)(2)(i) promulgated
under the Exchange Act. The Compensation Committee shall have full power to
construe and interpret the 1992 Plan, to establish rules for its administration
and to grant options under the 1992 Plan. A majority of the Compensation
Committee shall constitute a quorum, and the action of a majority of the members
(including alternate members) of the Compensation Committee present at any
meeting at which a quorum is present, or acts unanimously approved in writing by
all members, shall be acts of the Compensation Committee.
Shares. The aggregate number of Shares for which options may be granted
under the 1992 Plan shall not exceed 850,000, subject to such adjustment as the
Compensation Committee, in its sole discretion, may determine is equitably
required as a result of any change in the number or terms of Shares or of other
securities into which Shares shall have been changed or for which they shall
have been exchanged. The maximum number of shares for which options may be
granted to any individual officer or key employee in any calendar year is
200,000. The Shares to be issued upon exercise of options granted under the 1992
Plan shall be made available, at the discretion of the Board, from the
authorized but unissued Shares or from Shares reacquired by the Company,
including Shares purchased in the open market. Any Shares for which an option is
granted hereunder which are released from such option for any reason shall be
available for other options under the 1992 Plan.
Eligibility and Transferability. The Compensation Committee may from time
to time and upon such terms and conditions as it may determine, authorize the
granting of stock options to purchase Shares from the Company to officers and
key employees (as determined by the Compensation Committee) of the Company or
any subsidiary of the Company (except that Incentive Stock Options shall only be
granted to officers and key
11
<PAGE> 14
employees of "subsidiary corporations" of the Company within the meaning of
Section 424 of the Internal Revenue Code) and may determine the number of Shares
to be covered by each such option. The term "employees" includes officers and
directors who are full-time employees of the Company or any subsidiary of the
Company. The number of persons receiving stock options may vary from year to
year. It is not possible to state in advance the exact number or identity of
such persons or the amount of such stock option grants. Except as allowed by
applicable laws, no option shall be transferable by the optionee except by will
or the laws of descent and distribution, and options may be exercised during the
employee's lifetime only by him or her or his or her guardian or legal
representative.
Option Price and Period. The option price shall be determined by the
Compensation Committee and set forth in the option agreement, but in no event
shall the option price be less than 100 percent of the fair market value (as
determined by the 1992 Plan) of the Shares covered by the option at the time the
option is granted. The date on which the Compensation Committee approves the
granting of an option shall be deemed the date on which the option is granted.
No option granted under the 1992 Plan may be exercised later than 10 years after
the date on which the option is granted. The closing price of the Shares on the
NASDAQ National Market on April 7, 1995 was $11.25.
Payment. Upon the exercise of an option, payment of the option price may
be made in cash or Shares or a combination of cash and Shares. The Compensation
Committee shall establish appropriate procedures for the acceptance of Shares in
payment or partial payment of an option exercise price.
Incentive and Non-Statutory Options. Options granted under the 1992 Plan
may be either Incentive Stock Options or Non-Statutory Stock Options. The main
distinction between the two types of options is in their tax treatment, which is
summarized below. To qualify as Incentive Stock Options, options granted under
the 1992 Plan must comply with certain restrictions imposed by the Internal
Revenue Code. The aggregate fair market value (determined as of the date the
option is granted) of Shares for which Incentive Stock Options are exercisable
for the first time by an individual during any calendar year (under the 1992
Plan or any other plan of the Company or of a parent or subsidiary of the
Company which provides for the granting of Incentive Stock Options) shall not
exceed $100,000. Any Incentive Stock Option granted to any employee who is, at
the time the option is granted, deemed for purposes of Section 422 of the
Internal Revenue Code, or any successor provision, to own shares of the Company
possessing more than 10% of the total combined voting power of all classes of
shares of the Company or of a parent or subsidiary of the Company shall have an
option exercise price that is at least 110% of the fair market value of the
Shares at the date of grant and shall not be exercisable after the expiration of
five years from the date it is granted.
Certain Federal Income Tax Consequences of Incentive Stock
Options. Counsel for the Company has advised that under current law the
principal federal income tax consequences to 1992 Plan participants and to the
Company of Incentive Stock Options granted under the 1992 Plan should generally
be as set forth in the following summary.
(a) No taxable income will result to an employee upon the grant or exercise
of an Incentive Stock Option. However, upon the exercise of an Incentive Stock
Option, any excess of the fair market value of the Shares over the option price
is a tax preference item which may affect the computation of the employee's
alternative minimum tax. However, if any of such Shares are disposed of by the
optionee in a disqualifying disposition in the same taxable year as the
exercise, there will be no item of tax preference as to such disposed shares,
although the optionee will recognize ordinary income as discussed below in
paragraph (c).
12
<PAGE> 15
(b) On the subsequent sale of Shares acquired by the exercise of an
Incentive Stock Option, gain or loss will be recognized in an amount equal to
the difference between the amount realized on the sale and the employee's tax
basis in the Shares sold. The tax basis of Shares acquired solely for cash will
be equal to the amount of cash paid. If an Incentive Stock Option is exercised
using previously acquired stock (or stock and cash) in payment, the employee's
tax basis for the number of Shares received equal to the number used in payment
shall be the same as the employee's basis in the stock used as payment. The
employee's aggregate tax basis in any additional Shares received will be equal
to the amount of cash paid (if any).
(c) If a disposition of Common Stock acquired upon exercise of an Incentive
Stock Option does not take place until more than two years after grant and more
than one year after exercise of the option, any gain or loss realized will be
treated as long-term capital gain or loss. Under such circumstances, the Company
will not be entitled to a deduction for income tax purposes in connection with
the exercise of the option. If a disposition occurs within two years after grant
or one year after exercise of the option (a "disqualifying disposition"), the
difference between (i) the lower of the fair market value of the Shares on the
date of exercise or the amount realized on disposition if less than the market
value on the date of exercise and (ii) the employee's tax basis in the Shares
sold is taxable as compensation income (subject to withholding) to the employee
and is deductible by the Company for federal income tax purposes. Any additional
amount realized on the disposition will be taxed as either long-term or
short-term capital gain.
(d) If the option price of an Incentive Stock Option is paid by using
Shares which were themselves acquired upon the exercise of an Incentive Stock
Option ("Payment Shares") and the Payment Shares have not been held for more
than one year from exercise and two years from grant, the transfer of such
Payment Shares to exercise an Incentive Stock Option will be treated as a
"disqualifying disposition" of such Payment Shares. Upon such disposition, the
excess of the fair market value of the Payment Shares on the date they had
originally been acquired (or, if less, the fair market value of the Payment
Shares on the date of disposition) over the employee's tax basis in such Payment
Shares is taxable as compensation income (subject to withholding) to the
employee and is deductible by the Company.
Certain Federal Income Tax Consequences of Non-Statutory Stock
Options. Counsel to the Company has advised that under current law the
principal federal income tax consequences to the 1992 Plan participants and the
Company of Non-Statutory Stock Options granted under the 1992 Plan should be
generally as set forth in the following summary.
(a) No taxable income will result to an employee upon the grant of a
Non-Statutory Option.
(b) Except as noted below, upon the exercise of a Non-Statutory Option by
an employee, the employee will recognize ordinary income in an amount equal to
the excess of the fair market value of the Shares at the date of exercise over
the option price. If payment of the option price is made by delivering Shares
with a fair market value equal to such option price, the employee will realize
ordinary income in an amount equal to the fair market value of the "additional
Shares" received (i.e., the excess of the number of Shares received over the
number surrendered) less any cash paid on exercise of the option (which is the
same amount of ordinary income as if the option price were paid entirely in
cash). Such ordinary income constitutes compensation income subject to
withholding, and is deductible by the Company on its tax return.
(c) On the subsequent sale of Shares, capital gain or loss will generally
be recognized in an amount equal to the difference between the tax basis thereof
and the amount realized on such sale, assuming the Shares are held as capital
assets. The tax basis of Shares acquired by a cash payment of the option price
and the tax basis of any "additional Shares" received where the option price is
paid by delivering Shares will be the fair market
13
<PAGE> 16
value thereof on the date of exercise. The tax basis of the Shares received
equal in number to those surrendered where the option price is paid by
delivering Shares will be the same as that of the Shares surrendered. If the
Shares are held for more than one year, any such gain or loss will be treated as
long-term capital gain or loss.
The discussion set forth above with respect to Non-Statutory Options as
well as Incentive Stock Options does not purport to be a complete analysis of
all potential tax effects relevant to the recipients of options or the Company.
It is based on federal tax law and interpretational authorities as of the date
of this Proxy Statement, which are subject to change at any time.
Option Agreement. The option agreement in which option rights are granted
to an employee shall be in the applicable form (consistent with the 1992 Plan)
from time to time approved by the Compensation Committee and shall be signed on
behalf of the Company by the Chairman of the Board, the President, the Secretary
or any Vice President of the Company, other than the employee who is a party
thereto, and shall be dated as of the date of the granting of the option.
Amendment of 1992 Plan. The Board shall have the right to amend, modify,
suspend or terminate the 1992 Plan at any time; provided, however, that no such
action shall, without the consent of any optionee, affect or in any way impair
the rights of such optionee under any option theretofore granted under the 1992
Plan. In addition, no amendment or change shall be made in the 1992 Plan,
without further shareholder approval, (a) increasing the total number of Shares
as to which options may be granted under the 1992 Plan; (b) changing the minimum
option price hereinbefore specified for the optioned Shares or otherwise
materially increasing the benefits accruing to participants under the 1992 Plan;
or (c) changing the class of employees to whom options may be granted under the
Plan. Notwithstanding any other provision hereof, no action may be taken by the
Company which will impair the validity of any option then outstanding.
Expiration of 1992 Plan. Options may be granted under the 1992 Plan at any
time on or prior to February 18, 2002, on which date the 1992 Plan shall expire
but without affecting any options then outstanding.
RECOMMENDATION AND VOTE
The affirmative vote of the holders of a majority of the shares of Common
Stock present and voting at the Annual Meeting is required for the approval of
the Amended and Restated 1992 Stock Option Plan. Abstentions may be specified on
the proposal and will be considered present at the Annual Meeting, but will not
be counted as affirmative votes. Abstentions, therefore, will have the practical
effect of voting against the proposal because the affirmative vote of a majority
of the shares present at the Annual Meeting with respect to this matter is
required to approve the proposal. Broker non-votes are considered not present at
the Annual Meeting with respect to this and, therefore, will not be voted or
have any effect on the proposal.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
AMENDED AND RESTATED 1992 STOCK OPTION PLAN.
14
<PAGE> 17
APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders, Ernst & Young LLP has been
appointed as the independent auditors for the Company for the year 1995.
The appointment of independent auditors is approved annually by the Board
and subsequently submitted to the shareholders for ratification. The decision by
the Board is based on the recommendation of the Audit Committee. In making its
recommendation, the Audit Committee reviewed both the audit scope and estimated
fees for the audit of the 1994 financial statements.
Representatives of Ernst & Young LLP will attend the Annual Meeting, will
have an opportunity to make a statement, if they so desire, and will be
available to respond to appropriate shareholders' questions.
The favorable vote of a majority of the shares voting on this proposal is
required for ratification of this appointment. The persons named in the
accompanying proxy intend to vote proxies received by them in favor of this
proposal unless a choice "Against" or "Abstain" is specified.
SHAREHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
Any shareholder who intends to present a proposal at the 1996 annual
meeting and who wishes to have the proposal included in the Company's proxy
statement and form of proxy for that meeting must, in addition to complying with
the applicable laws and regulations governing the submission of such proposals,
deliver the proposal to the Company for consideration not later than December
15, 1995.
ANNUAL REPORT
The Annual Report for the year 1994 has been mailed to shareholders.
Additional copies may be obtained from the undersigned.
PARK-OHIO INDUSTRIES, INC.
RONALD J. COZEAN
Secretary and General Counsel
April 17, 1995
15
<PAGE> 18
EXHIBIT A
PARK-OHIO INDUSTRIES, INC.
AMENDED AND RESTATED
1992 STOCK OPTION PLAN
1. PURPOSE OF PLAN. The purpose of this Plan is to advance the interests
of Park-Ohio Industries, Inc. (the "Company") and its shareholders by providing
means whereby officers (including officers who are directors) and key employees
of the Company and its subsidiaries may be furnished with additional incentive
by being given an opportunity to purchase shares of Common Stock of the Company
("Shares") pursuant to the exercise of options granted under this Plan. The
options granted under this Plan shall either be options which are intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or any successor provision ("Incentive
Stock Options") or options which do not qualify as Incentive Stock Options
("Non-Statutory Options").
2. SHARES SUBJECT TO PLAN. The aggregate number of Shares for which
options may be granted under this Plan shall not exceed 850,000, and the maximum
aggregate number of shares for which options may be granted to any officer or
key employee in any calendar year shall be 200,000, except to the extent of
adjustment authorized by Section 7. The Shares to be issued upon exercise of
options granted under the Plan shall be made available, at the discretion of the
Board of Directors, from the authorized but unissued Shares or from Shares
reacquired by the Company, including Shares purchased in the open market. Any
Shares for which an option is granted hereunder which are released from such
option for any reason shall be available for other options under this Plan.
3. PLAN ADMINISTRATION. This Plan shall be administered by the
Compensation and Stock Option Committee (the "Committee") composed of not less
than two directors appointed by the Board of Directors. The Board of Directors
may also appoint one or more directors as alternate members of the Committee,
who may take the place of any absent member or members at any meeting of the
Committee. The members and alternate members of the Committee shall at all times
be "disinterested persons" within the meaning of Rule 16b-3(c)(2)(i) promulgated
under the Securities Exchange Act of 1934. The Committee shall have full power
to construe and interpret the Plan, to establish rules for its administration
and to grant options under the Plan. A majority of the Committee shall
constitute a quorum, and the action of a majority of the members (including
alternate members) of the Committee present at any meeting at which a quorum is
present, or acts unanimously approved in writing by all members shall be acts of
the Committee.
4. OPTION GRANTS. The Committee may from time to time and upon such terms
and conditions as it may determine, authorize the granting of Incentive Stock
Options and Non-Statutory Options to purchase Shares from the Company to
officers and key employees (as determined by the Committee) of the Company or
any subsidiary of the Company (as defined in Section 424 of the Code) and may
determine the number of Shares to be covered by each such option. The term
"employees" includes officers and directors who are full-time employees of the
Company or any subsidiary of the Company. The aggregate fair market value
(determined as of the date the option is granted) of Shares for which Incentive
Stock Options are exercisable for the first time by an individual during any
calendar year (under this Plan or any other plan of the company or of a parent
or subsidiary of the Company which provides for the granting of Incentive Stock
Options) shall not exceed $100,000. Any Incentive Stock Option granted to any
employee who is, at the time the option is granted, deemed for purposes of
Section 422 of the Code, or any successor provision, to own shares of the
Company possessing more than 10% of the total combined voting power of all
classes of shares of the Company or of a parent or subsidiary of the Company
shall have an option exercise price that is at least 110% of the fair market
value of the Shares at the Date of grant and shall not be exercisable after the
expiration of five years from the date it is granted. All actions of the
Committee under this Section shall be conclusive, provided such actions are not
inconsistent with the provisions of the Plan. Nothing in the Plan or in any
option
16
<PAGE> 19
granted thereunder shall confer any right on an employee to continue in the
employ of the Company or shall interfere in any way with the right of the
Company or any subsidiary of the Company, at any time to terminate his or her
employment with or without cause or to adjust his or her compensation.
5. OPTION PRICE. The option price shall be determined by the Committee and
set forth in the option agreement, but in no event shall the option price be
less than 100 percent of the fair market value of the Shares covered by the
option at the time the option is granted. The date on which the Committee
approves the granting of an option shall be deemed the date on which the option
is granted. The fair market value shall be the closing price of the Shares on
the NASDAQ National Market on the trading day immediately preceding the date on
which the option is granted.
6. PAYMENT. Upon the exercise of an option, payment of the option exercise
price may be made in cash or Shares or a combination of cash and Shares. The
Committee shall establish appropriate procedures for the acceptance of Shares in
payment or partial payment of an option exercise price.
7. ADJUSTMENTS. The Committee may make or provide for such adjustments in
the option price and in the number or kind of Shares or other securities
available for or covered by options as the Committee, in its sole discretion,
may determine are equitably required as the result of any change in the number
or kind of Shares or of other securities into which Shares shall have been
changed or for which they shall have been exchanged.
8. OPTION PERIOD. No option granted under this Plan may be exercised later
than 10 years after the date on which the option is granted.
9. OPTION AGREEMENT. The option agreement in which option rights are
granted to an employee shall be in the applicable form (consistent with this
Plan) from time to time approved by the Committee and shall be signed on behalf
of the Company by the Chairman of the Board, the President, the Secretary or any
Vice President of the Company, other than the employee who is a party thereto,
and shall be dated as of the date of the granting of the option, as determined
in Section 5. Except as permitted by applicable law, no option shall be
transferable by the optionee except by will or the laws of descent and
distribution, and options may be exercised during the employee's lifetime only
by him or her or his or her guardian or legal representative.
10. AMENDMENT OF PLAN. The Board of Directors shall have the right to
amend, modify, suspend or terminate this Plan at any time; provided, however,
that no such action shall, without the consent of any optionee, affect or in any
way impair the rights of such optionee under any option theretofore granted
under the Plan. In addition, no amendment or change shall be made in the Plan,
without further stockholder approval, (a) increasing the total number of Shares
as to which options may be granted under the Plan; (b) changing the minimum
option price hereinbefore specified for the optioned Shares or otherwise
materially increasing the benefits accruing to participants under the Plan; or
(c) changing the class of employees to whom options may be granted under the
Plan. Notwithstanding any other provision hereof, no action may be taken by the
Company which will impair the validity of any option then outstanding or which
will prevent the options issued or to be issued under this Plan intended as
Incentive Stock Options from being Incentive Stock Options under Section 422 of
the Code, or any successor provision, or prevent options issued pursuant to this
Plan from meeting the requirements for exemption from Section 16(b) of the
Securities Exchange Act of 1934, or subsequent comparable statute, as set forth
in Rule 16b-3 under said Act or subsequent comparable Rule.
11. EXPIRATION OF PLAN. Options may be granted under this Plan at any time
on or prior to February 18, 2002, on which date the Plan shall expire but
without affecting any options then outstanding.
12. APPROVAL OF PLAN BY SHAREHOLDERS. The Amended and Restated Plan was
adopted by resolution of the Board of Directors on March 16, 1995 and submitted
for approval by the shareholders of the Company at the 1995 Annual Meeting.
17
<PAGE> 20
Common Stock
PARK-OHIO INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Thomas E. McGinty and Richard S. Sheetz or either of them, are
hereby authorized, with full power of substitution, to
P represent and vote the Common Stock of the undersigned at the
annual meeting of shareholders of Park-Ohio Industries, Inc. (the
"Company") to be held at Argo-Tech Corporation Auditorium, 23555
Euclid Avenue, Euclid, Ohio, on May 25, 1995, and any and all
adjournments, postponements or continuations thereof.
R
IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, SHARES
REPRESENTED HEREBY WILL BE VOTED IN THE MANNER SPECIFIED BY THE
SHAREHOLDER. IF NO SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR
THE ELECTION OF THE PERSONS NOMINATED AS DIRECTORS PURSUANT TO THE
O PROXY STATEMENT AND FOR THE OTHER PROPOSALS INDICATED. IN THE EVENT
OF CUMULATIVE VOTING FOR DIRECTORS, UNLESS OTHERWISE INDICATED BY
THE UNDERSIGNED, A VOTE FOR THE NOMINEES LISTED WILL GIVE THE
X PROXYHOLDERS DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES TO WHICH
THE UNDERSIGNED IS ENTITLED AND TO ALLOCATE THEM IN FAVOR OF ANY
ONE OR MORE SUCH NOMINEES AS THE PROXYHOLDERS DETERMINE.
Y
<TABLE>
<S> <C>
Election of Directors, Nominees: (change of address)
Edward F. Crawford, John J. Murray, James W. Wert ______________________
______________________
______________________
______________________
(If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)
</TABLE>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES
IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
SEE REVERSE
SIDE
-------------------------------------------------------------------------------
DETACH CARD
<PAGE> 21
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Director Nominees: 2. Approval of the Amended and [ ] [ ] [ ]
Directors Edward F. Crawford Restated 1992 Stock Option
(see reverse) John J. Murray, Plan.
James W. Wert
For, except vote withheld from the following nominee(s): 3. Ratification of appointment of [ ] [ ] [ ]
Ernst & Young as independent
- -------------------------------------------------------- auditors.
4. The Proxies are authorized, in their discretion, to vote upon such
other business as may properly come before the meeting or any
adjournment, postponement or continuation thereof.
Change [ ] IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED.
of
Address
Attend [ ]
Meeting
SIGNATURE(S) ___________________________________________________________ DATE _______
SIGNATURE(S) ____________________________________________________________ DATE ______
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
-----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
