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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13 D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PARK-OHIO INDUSTRIES, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $1.00 Par Value Per Share
________________________________________________________________________________
(Title of Class of Securities)
700 677 107
_________________________________________________
(CUSIP Number)
Edward F. Crawford
The Crawford Group
26650 Lakeland Boulevard
Cleveland, Ohio 44132
(216) 261-7000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 27, 1995
____________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 10 Pages
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<TABLE>
SCHEDULE 13D
CUSIP NO. 700 677 107 Page 2 of 10 Pages
------------ - --
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Edward F. Crawford |
| | ###-##-#### |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | 00 |
|-----|---------------------------------------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
| | TO ITEMS 2(d) OR 2(e) [ ] |
| | |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | United States |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 2,872,000** **See Item 5 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 22,500 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 2,309,500** **See Item 5 |
| |-------|-----------------------------------------------------------------|
| PERSON | 10 | SHARED DISPOSITIVE POWER |
| | | |
| WITH | | 22,500 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 2,894,500 |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ X ] |
| | |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 26.2 |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | IN |
- -----------------------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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This Amendment No. 3 to Schedule 13D filed with respect to the
Common Stock, $1.00 par value, of Park-Ohio Industries, Inc., an Ohio
corporation ("Park-Ohio"), is being filed on behalf of the undersigned to amend
the Schedule 13D (the "Schedule 13D") which was originally filed on June 18,
1992, amended by Amendment No. 1, dated October 27, 1993, and further amended
by Amendment No.2, dated January 13, 1995. Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meaning as set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this
statement relates is the Common Stock, par value $1.00 per share (the
"Park-Ohio Common Stock"), of Park-Ohio. The address of the principal
executive offices of Park-Ohio is 600 Tower East, 20600 Chagrin Boulevard,
Cleveland, Ohio 44122.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Edward F. Crawford. Mr.
Crawford's business address and present principal occupation and the name,
principal business and address of the corporation in which such employment is
conducted is as follows: Chairman and Chief Executive Officer, Park-Ohio
Industries, Inc., 600 Tower East, 20600 Chagrin Boulevard, Cleveland, Ohio
44122. Park-Ohio is a diversified manufacturer whose divisions serve a wide
variety of industrial and consumer markets with plastic containers, molded
plastic and leisure products for the home, office and garden, forged and
machined products, aluminum permanent mold castings, induction heating systems,
and industrial rubber products.
During the past five years, Mr. Crawford (a) has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and (b) has not been a party to a
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civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Mr. Crawford is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Crawford received the Park-Ohio Common Stock in consideration
of the sale of two companies owned by Mr. Crawford to Park-Ohio. No part of
the purchase price is represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
shares acquired.
ITEM 4. PURPOSE OF TRANSACTION
In connection with the sale to Park-Ohio of substantially all of
the assets of Kay Home Products, Inc. ("KHP"), an Ohio corporation wholly-owned
by Mr. Crawford, pursuant to an Agreement of Purchase and Sale, dated February
25, 1992, Mr. Crawford received 850,000 shares and was entitled to receive up
to a maximum of 1,150,000 shares of Park-Ohio Common Stock, if pre-tax income
for KHP's business met certain specified levels during a two year earn-out
period. Mr. Crawford received 1,150,000 shares, in connection with the
earn-out, on January 5, 1995. These shares were acquired by Mr. Crawford for
investment purposes.
In connection with Park-Ohio's acquisition of General Aluminum
Mfg. Company ("GAMCO"), an Ohio corporation wholly-owned by Mr. Crawford,
pursuant to a Plan and Agreement of Merger, dated October 1, 1993 (the "Merger
Agreement"), Mr. Crawford received 250,000 shares of Park-Ohio Common Stock.
The Merger Agreement provides for Mr. Crawford
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to receive up to 750,000 shares (the "Additional Shares") if GAMCO's business
meets certain specified earning levels during each of calendar years 1994,
1995, 1996, and 1997. The Additional Shares are held by an escrow agent
pursuant to the Escrow Agreement, dated October 15, 1993 by and among
Park-Ohio, Mr. Crawford, and The Huntington Trust Company, N.A. (the "Escrow
Agreement"). On April 27, 1995, Mr. Crawford received 187,500 of the
Additional Shares in connection with GAMCO's earnings for calendar year 1994.
These shares were acquired by Mr. Crawford for investment purposes.
Mr. Crawford retains the right to acquire or dispose of
securities of Park-Ohio, as personal and investment considerations dictate.
Mr. Crawford presently has no plans or proposals that relate to or would result
in (a) the acquisition by any person of additional securities of Park-Ohio, or
the disposition of securities of Park-Ohio; (b) an extraordinary transaction,
such as a merger, reorganization or liquidation, involving Park-Ohio or any of
its subsidiaries; (c) a sale or transfer of a material amount of assets of
Park-Ohio or of any of its subsidiaries; (d) any change in the present Board of
Directors or management of Park-Ohio, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of Park-Ohio; (f) any other material change in Park-Ohio's business or
corporate structure; (g) changes in Park-Ohio's articles, code of regulations
or instruments corresponding thereto or other actions which may impede the
acquisition of control of Park-Ohio by any person; (h) causing a class of
securities of Park-Ohio to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities
of Park-Ohio becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the
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Securities Exchange Act of 1934; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Crawford directly beneficially owns 2,209,500 shares of
Park-Ohio Common Stock. Mr. Crawford has sole power to vote or to direct the
voting of, and the power to dispose or to direct the disposition of, these
2,209,500 shares. Subject to the provisions of the Escrow Agreement described
in ITEM 6 under the heading "ESCROW AGREEMENT," Mr. Crawford is also the
beneficial owner of an additional 562,500 shares of Park-Ohio Common Stock
presently held by an escrow agent for Mr. Crawford's benefit. Mr. Crawford has
sole power to vote or to direct the voting of these 562,500 additional shares.
Mr. Crawford's non-statutory stock option to purchase 100,000 shares of
Park-Ohio Common Stock is presently exercisable.
Mr. Crawford may also be deemed beneficially to own an additional
8,500 shares of Park-Ohio Common Stock owned by his wife, Mary M. Crawford.
Mr. Crawford disclaims beneficial ownership of these 8,500 shares, although he
may be deemed to share with his wife the power to vote or to direct the voting
of, and the power to dispose or to direct the disposition of, these 8,500
shares.
Mr. Crawford may also be deemed beneficially to own an additional
22,500 shares of Park-Ohio Common Stock owned by L'Accent De Provence, Inc.,
an Ohio corporation ("De Provence"). Mr. Crawford owns 25% of the outstanding
capital stock and is President of De Provence. Each of the persons identified
on Attachment A to the Schedule 13D also owns 25% of the outstanding capital
stock of De Provence. Mr. Crawford may be deemed to share with the persons
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identified in Attachment A the power to vote or to direct the voting of, and
the power to dispose or to direct the disposition of, these 22,500 shares.
The aggregate number of shares of Park-Ohio Common Stock that Mr.
Crawford may be deemed beneficially to own is 2,903,000 (26.2% of the shares of
Park-Ohio Common Stock outstanding as of April 27, 1995, after giving effect to
the issuance of 100,000 shares for Mr. Crawford's ability to exercise stock
options).
During the past 60 days Mr. Crawford has not acquired any shares
of Park-Ohio Common Stock other than the acquisition of the shares on April 27,
1995, pursuant to the earn-out as described in ITEM 4 of this Amendment No. 3
to Schedule 13D. On March 20, 1995, Mr. Crawford gave 100,000 shares of
Park-Ohio Common Stock to his son as a gift.
Mr. Crawford does not know of any other person having the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Park-Ohio Common Stock beneficially
owned by him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Set forth below are descriptions of certain provisions of the
Merger Agreement and the Escrow Agreement. These descriptions are qualified in
their entirety by reference to the Merger Agreement and the Escrow Agreement,
copies of which were included as Exhibits to Amendment No. 1 to Schedule 13D.
THE MERGER AGREEMENT
Pursuant to the Merger Agreement, a wholly-owned subsidiary of
Park-Ohio ("POAC")
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was merged into GAMCO. In consideration of such merger, all of the issued and
outstanding shares of capital stock of POAC were converted into shares of GAMCO
common stock, and the issued and outstanding shares of common stock of GAMCO,
held by Mr. Crawford prior to the merger, were converted into the right to
receive, in the aggregate, up to 1,000,000 shares of Park-Ohio Common Stock.
Mr. Crawford received 250,000 of such shares on the closing date. The
remaining 750,000 Additional Shares were delivered to an escrow agent to be
held in the escrow agent's name for the benefit of Mr. Crawford pursuant to the
Escrow Agreement.
The number of Additional Shares actually delivered to Mr.
Crawford by the escrow agent is dependent upon the Adjusted Pre-Tax Earnings
(as defined in the Merger Agreement) of GAMCO for the period beginning on
January 1, 1994 and ending on December 31, 1997. If Aggregate Adjusted Pre-Tax
Earnings is $10,000,000, all of the Additional Shares shall be delivered to Mr.
Crawford. Park-Ohio is required to direct the escrow agent to release the
Additional Shares to Mr. Crawford during each of calendar years 1995, 1996,
1997, 1998, in accordance with the schedule set forth in Section 1.10(e) of the
Merger Agreement.
ESCROW AGREEMENT
Pursuant to the Merger Agreement, Park-Ohio, Mr. Crawford and The
Huntington Trust Company, N.A. ("Agent") entered into an Escrow Agreement dated
October 15, 1993, pursuant to which the Agent received 750,000 Additional
Shares issued in the name of The Huntington Trust Company, N.A., as escrow
agent for the benefit of Edward F. Crawford. The Agent is required to
distribute any dividends with respect to the Additional Shares to Mr. Crawford.
The Escrow Agreement provides for Mr. Crawford to direct the Agent as to the
manner in which the votes of the Additional Shares are to be cast. If Mr.
Crawford fails to direct the Agent as to voting, the Agent
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is obligated to vote the Additional Shares in accordance with the
recommendation of the Board of Directors of Park-Ohio. If Aggregate Adjusted
Pre-Tax Earnings do not equal or exceed $10,000,000, the Agent is required to
return to Park-Ohio any Additional Shares not released to Mr. Crawford.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed as Attachments or Exhibits to this
Amendment No. 3 to Schedule 13D.
ATTACHMENT A
Information Relating to Shareholders of L'Accent de Provence,
Inc. (Incorporated herein by reference to Attachment A to the
Schedule 13D filed on June 18, 1992).
EXHIBIT 1
The Plan and Agrement of Merger dated October 1, 1993, among
Park-Ohio Industries, Inc., PO Acquisition Company, General
Aluminum Mfg. Company and Edward F. Crawford (Incorporated herein
by reference to Exhibit 6 to Amendment No. 1 to Schedule 13D,
dated October 27, 1993).
EXHIBIT 2
Escrow Agreement dated October 15, 1993, among Park-Ohio
Industries, Inc., Edward F. Crawford and The Huntington Trust
Company, N.A. (Incorporated herein by reference to Exhibit 7 to
Amendment No. 1 to Schedule 13D, dated October 27, 1993).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 5, 1995 /s/ Edward F. Crawford
---------------------------------------
Edward F. Crawford
