<PAGE> 1
As filed with the Securities and Exchange Commission on February 20, 1996
Registration No. 33-______
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARK-OHIO INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
Ohio 34-6520107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23000 Euclid Avenue 44117
Cleveland, Ohio (Zip Code)
(Address of principal executive offices)
</TABLE>
INDIVIDUAL ACCOUNT RETIREMENT PLAN
OF
PARK-OHIO INDUSTRIES, INC.
AND ITS SUBSIDIARIES
(Full title of the plan)
Ronald J. Cozean
Secretary
23000 Euclid Avenue
Cleveland, Ohio 44117
(Name and address of agent for service)
(216) 692-7200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Proposed maximum Maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered(1) registered share (2) price (2) registration fee (3)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares par
value $1.00 per 1,500,000 $13.625 $20,437,500 $7,047
share
==================================================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities act of 1933, this registration statement also covers an
indeterminate amount of plan interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Based on the last sale reported of securities of the same class on the
NASDAQ Stock Market on February 13, 1996.
(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------------------------------------------------
Park-Ohio Industries, Inc. (the "Company") incorporates by
reference into this registration statement the following documents:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1994.
(b) (1) The Company's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1995, June 30, 1995 and
September 30, 1995.
(b) (2) The Company's Current Report on Form 8-K dated
April 17, 1995.
(c) The description of the Common Shares, par value
$1.00 per share, of the Company contained in the Company's
Form S-4 (No. 33-87230) filed with the Securities and Exchange
Commission on December 9, 1994.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates all securities offered have been sold, or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- --------------------------------------------------
Section 1701.13(E) of the Ohio General Corporation Law sets
forth provisions which define the extent to which a corporation may indemnify
directors, officers, and employees. Section 34 of the Company's Code of
Regulations provides that the Company may indemnify its
-2-
<PAGE> 3
directors and officers to the full extent and according to the
procedures set forth in the Ohio General Corporation Law. In
addition, the directors and certain officers of the Company are each
parties to indemnification agreements with the Company giving such
officer or directors the benefits of (i) the Articles of Incorporation
and Code of Regulations, (ii) any insurance purchased by the Company
to provide such indemnification to the directors, officers and other
persons, and (iii) Ohio law then in effect. Under Ohio law directors
of the Company would, under most circumstances, be entitled to
advancement of litigation and similar expenses related to lawsuits or
claims arising from such persons' services as a director. A director
of the Company would be liable in damages for actions taken as a
director only if shown with clear and convincing evidence that the
director's acting or failure to act was done with deliberate intent to
cause injury to the corporation or with reckless disregard for the
best interests of the corporation. The directors are entitled to
mandatory advancement of expenses incurred in defending any action
provided the director agrees to cooperate in the matter and repay
amounts advanced if it is proved by clear and convincing evidence that
his act or failure to act was done with deliberate intent to cause
injury to the corporation or with reckless disregard for its best
interests.
Item 7.
- -------
Not applicable.
Item 8. Exhibits
- -----------------
(4)(a) Amended Articles of Incorporation of Park-Ohio
(incorporated herein by reference to Exhibit 4(a) to
Registrant's Form S-3 (No. 33-86054) filed with the Commission
on November 7, 1994).
(4)(b) Code of Regulations of Park-Ohio (incorporated
herein by reference to Exhibit 4(b) to Registrant's Form S-3
(No. 33- 86054) filed with the Commission on November 7,
1994).
(5)(a) Opinion of Squire, Sanders & Dempsey as to the
legality of the securities registered.
(15) Letter from Ernst & Young LLP regarding unaudited
interim financial information.
(23)(a) Consent of Ernst & Young LLP.
(23)(b) Consent of Squire, Sanders & Dempsey (contained in
opinion filed as Exhibit 5).
(24) Powers of attorney
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<PAGE> 4
The Company will submit the Individual Account
Retirement Plan of Park-Ohio Industries, Inc. and
Its Subsidiaries to the Internal Revenue Service
("IRS") and will make all changes required by the
IRS in order to qualify the plan.
Item 9. Undertakings
- ---------------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers and
sales are being made, a post-effective amendment to
this registration statement to include any material
information with respect to the plan of
distribution not previously disclosed in this
registration statement or any material change to
such information in this registration statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933 (the
"Act"), each such post-effective amendment shall be
deemed to be a new registration statement relating
to the securities offered therein, and the offering
of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered that remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of its annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act, and each filing
of the plan's annual report pursuant to section 15(d) of the Exchange Act, that
is incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling persons
of the Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a directors, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such directors, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 19th day of
February, 1996.
PARK-OHIO INDUSTRIES, INC.
By: /s/ Ronald J. Cozean
------------------------------
Ronald J. Cozean, Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Edward F. Crawford* Chairman of the Board,
- ----------------------------------- Chief Executive Officer,
Edward F. Crawford and Director (Principal
Executive Officer)
/s/ James S. Walker Vice President-Treasurer February 19, 1996
- ----------------------------------- and Controller (Principal
James S. Walker Financial and Accounting
Officer)
Lewis E. Hatch, Jr.* Director
- -----------------------------------
Lewis E. Hatch, Jr.
Thomas E. McGinty* Director
- -----------------------------------
Thomas E. McGinty
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C>
John J. Murray* Director
- -----------------------------------
John J. Murray
Lawrence O. Selhorst * Director
- -----------------------------------
Lawrence O. Selhorst
Richard S. Sheetz* Director
- -----------------------------------
Richard S. Sheetz
James W. Wert* Director
- -----------------------------------
James W. Wert
*By: /s/ Ronald J. Cozean
-------------------------------
Ronald J. Cozean
Attorney-in-Fact
</TABLE>
Dated February 19, 1996
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<PAGE> 7
THE PLAN. Pursuant to the requirements of the Securities Act
of 1933, the plan has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on February 19, 1996.
INDIVIDUAL ACCOUNT RETIREMENT PLAN
OF PARK-OHIO INDUSTRIES, INC. AND
OTHER SPONSORING CORPORATIONS
By: Employee Benefits Administrative
Committee, Plan Administrator
By: /s/ Elizabeth A. Boris
-----------------------------------
Elizabeth A. Boris
-7-
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page in
Registration
Statement
------------
<S> <C>
(4)(a) Amended Articles of Incorporation of Park-Ohio
(incorporated herein by reference to Exhibit 4(a) to
Registrant's Form S-3 (No. 33-86054) filed with the
Commission on November 7, 1994.
(4)(b) Code of Regulations of Park-Ohio (incorporated
herein by reference to Exhibit 4(b) to Registrant's
Form S-3 (No. 33-86054) filed with the Commission
on November 7, 1994.
(5)(a) Opinion of Squire, Sanders & Dempsey as to the 9
legality of the securities registered.
(15) Letter from Ernst & Young LLP regarding unaudited 10
interim financial information
(23)(a) Consent of Ernst & Young LLP. 11
(23)(b) Consent of Squire, Sanders & Dempsey
(contained in opinion filed as Exhibit 5).
(24) Powers of attorney 12
</TABLE>
-8-
<PAGE> 1
Exhibit 5(a)
(SQUIRE,SANDERS & DEMPSEY
LOGO)
February 14, 1996
Park-Ohio Industries, Inc.
600 Tower East
20600 Chagrin Boulevard
Cleveland, Ohio 44122
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
Reference is made to your Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission with respect to interests in the
Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Its
Subsidiaries (the "Plan") and Common Shares, par value $1.00 per share ("Common
Shares"), of Park-Ohio Industries, Inc. to be offered pursuant to the Plan. We
are familiar with the Plan and we have examined such documents and considered
such matters of law as we deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the interests in the
Plan and the Common Shares to be offered pursuant to the Plan, when issued in
accordance with the provisions of the Plan, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Squire,Sanders & Dempsey
-9-
<PAGE> 1
EXHIBIT 15 LETTER RE: UNAUDITED FINANCIAL INFORMATION
Board of Directors and Shareholders
Park-Ohio Industries, Inc.
We are aware of the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Individual Account Retirement Plan of Park-Ohio
Industries, Inc. And Its Subsidiaries for the registration of 1,500,000 shares
of its common stock of our reports dated April 19, 1995, July 24, 1995 and
October 19, 1995, relating to the unaudited condensed consolidated interim
financial statements of Park-Ohio Industries, Inc., that are included in its
Forms 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September
30, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
February 14, 1996
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<PAGE> 1
Exhibit 23 (a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Individual Account Retirement Plan of Park-Ohio
Industries, Inc. for the registration of 1,500,000 shares of its common stock
of our report dated February 22, 1995 with respect to the consolidated financial
statements of Park-Ohio Industries, Inc. included in its Annual Report on Form
10-K for the year ended December 31, 1994, filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
Cleveland, Ohio
February 14, 1996
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<PAGE> 1
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF
PARK-OHIO INDUSTRIES, INC. AND
OTHER SPONSORING CORPORATIONS
REGISTRATION STATEMENT
----------------------
Power of Attorney of Directors
------------------------------
The undersigned director of Park-Ohio Industries, Inc., an Ohio corporation
(the "Company"), which anticipates filing with the Securities and Exchange
Commission (the "Commission") under the provisions of the Securities Act of
1933 (the "Act") a Registration Statement on Form S-8 (together with any and
all subsequent amendments, including post-effective amendments, the
"Registration Statement") for the purpose of registering Common Shares with
$1.00 par value of the Company, to be offered pursuant to the Company's
Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Other
Sponsoring Corporations, does hereby constitute and appoint R. J. Cozean and J.
S. Walker and any one of them, with full power of substitution and
resubstitution, as attorney or attorneys to execute and file on behalf of the
undersigned, in his capacity as a director of the Company, the Registration
Statement and any and all applications or other documents to be filed with the
Commission pertaining to the Registration Statement or registration
contemplated thereby, with full power and authority to do and perform any and
all acts and things whatsoever required or necessary to be done in the
premises, as fully as to all intents and purposes as he could do if personally
present, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitution.
Executed at Euclid, Ohio, this 4th day of December, 1995.
/s/ Edward F. Crawford
_________________________________
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<PAGE> 2
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF
PARK-OHIO INDUSTRIES, INC. AND
OTHER SPONSORING CORPORATIONS
REGISTRATION STATEMENT
----------------------
Power of Attorney of Directors
------------------------------
The undersigned director of Park-Ohio Industries, Inc., an Ohio corporation
(the "Company"), which anticipates filing with the Securities and Exchange
Commission (the "Commission") under the provisions of the Securities Act of
1933 (the "Act") a Registration Statement on Form S-8 (together with any and
all subsequent amendments, including post-effective amendments, the
"Registration Statement") for the purpose of registering Common Shares with
$1.00 par value of the Company, to be offered pursuant to the Company's
Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Other
Sponsoring Corporations, does hereby constitute and appoint R. J. Cozean and J.
S. Walker and any one of them, with full power of substitution and
resubstitution, as attorney or attorneys to execute and file on behalf of the
undersigned, in his capacity as a director of the Company, the Registration
Statement and any and all applications or other documents to be filed with the
Commission pertaining to the Registration Statement or registration
contemplated thereby, with full power and authority to do and perform any and
all acts and things whatsoever required or necessary to be done in the
premises, as fully as to all intents and purposes as he could do if personally
present, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitution.
Executed at St. Simons Island, Georgia, this 4th day of December, 1995.
/s/ Lewis E. Hatch
_________________________________
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<PAGE> 3
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF
PARK-OHIO INDUSTRIES, INC. AND
OTHER SPONSORING CORPORATIONS
REGISTRATION STATEMENT
----------------------
Power of Attorney of Directors
------------------------------
The undersigned director of Park-Ohio Industries, Inc., an Ohio corporation
(the "Company"), which anticipates filing with the Securities and Exchange
Commission (the "Commission") under the provisions of the Securities Act of
1933 (the "Act") a Registration Statement on Form S-8 (together with any and
all subsequent amendments, including post-effective amendments, the
"Registration Statement") for the purpose of registering Common Shares with
$1.00 par value of the Company, to be offered pursuant to the Company's
Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Other
Sponsoring Corporations, does hereby constitute and appoint R. J. Cozean and
J. S. Walker and any one of them, with full power of substitution and
resubstitution, as attorney or attorneys to execute and file on behalf of the
undersigned, in his capacity as a director of the Company, the Registration
Statement and any and all applications or other documents to be filed with the
Commission pertaining to the Registration Statement or registration
contemplated thereby, with full power and authority to do and perform any and
all acts and things whatsoever required or necessary to be done in the
premises, as fully as to all intents and purposes as he could do if personally
present, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitution.
Executed at Naples, Florida, this 30th day of November, 1995.
/s/ Thomas E. McGinty
_________________________________
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<PAGE> 4
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF
PARK-OHIO INDUSTRIES, INC. AND
OTHER SPONSORING CORPORATIONS
REGISTRATION STATEMENT
----------------------
Power of Attorney of Directors
------------------------------
The undersigned director of Park-Ohio Industries, Inc., an Ohio corporation
(the "Company"), which anticipates filing with the Securities and Exchange
Commission (the "Commission") under the provisions of the Securities Act of
1933 (the "Act") a Registration Statement on Form S-8 (together with any and
all subsequent amendments, including post-effective amendments, the
"Registration Statement") for the purpose of registering Common Shares with
$1.00 par value of the Company, to be offered pursuant to the Company's
Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Other
Sponsoring Corporations, does hereby constitute and appoint R. J. Cozean and
J. S. Walker and any one of them, with full power of substitution and
resubstitution, as attorney or attorneys to execute and file on behalf of the
undersigned, in his capacity as a director of the Company, the Registration
Statement and any and all applications or other documents to be filed with the
Commission pertaining to the Registration Statement or registration
contemplated thereby, with full power and authority to do and perform any and
all acts and things whatsoever required or necessary to be done in the
premises, as fully as to all intents and purposes as he could do if personally
present, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitution.
Executed at Euclid, Ohio, this 4th day of December, 1995.
/s/ John J. Murray
_________________________________
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<PAGE> 5
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF
PARK-OHIO INDUSTRIES, INC. AND
OTHER SPONSORING CORPORATIONS
REGISTRATION STATEMENT
----------------------
Power of Attorney of Directors
------------------------------
The undersigned director of Park-Ohio Industries, Inc., an Ohio corporation
(the "Company"), which anticipates filing with the Securities and Exchange
Commission (the "Commission") under the provisions of the Securities Act of
1933 (the "Act") a Registration Statement on Form S-8 (together with any and
all subsequent amendments, including post-effective amendments, the
"Registration Statement") for the purpose of registering Common Shares with
$1.00 par value of the Company, to be offered pursuant to the Company's
Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Other
Sponsoring Corporations, does hereby constitute and appoint R. J. Cozean and
J. S. Walker and any one of them, with full power of substitution and
resubstitution, as attorney or attorneys to execute and file on behalf of the
undersigned, in his capacity as a director of the Company, the Registration
Statement and any and all applications or other documents to be filed with the
Commission pertaining to the Registration Statement or registration
contemplated thereby, with full power and authority to do and perform any and
all acts and things whatsoever required or necessary to be done in the
premises, as fully as to all intents and purposes as he could do if personally
present, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitution.
Executed at Naples, Florida, this 1st day of December, 1995.
/s/ Lawrence O. Selhorst
_________________________________
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<PAGE> 6
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF
PARK-OHIO INDUSTRIES, INC. AND
OTHER SPONSORING CORPORATIONS
REGISTRATION STATEMENT
----------------------
Power of Attorney of Directors
------------------------------
The undersigned director of Park-Ohio Industries, Inc., an Ohio corporation
(the "Company"), which anticipates filing with the Securities and Exchange
Commission (the "Commission") under the provisions of the Securities Act of
1933 (the "Act") a Registration Statement on Form S-8 (together with any and
all subsequent amendments, including post-effective amendments, the
"Registration Statement") for the purpose of registering Common Shares with
$1.00 par value of the Company, to be offered pursuant to the Company's
Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Other
Sponsoring Corporations, does hereby constitute and appoint R. J. Cozean and
J. S. Walker and any one of them, with full power of substitution and
resubstitution, as attorney or attorneys to execute and file on behalf of the
undersigned, in his capacity as a director of the Company, the Registration
Statement and any and all applications or other documents to be filed with the
Commission pertaining to the Registration Statement or registration
contemplated thereby, with full power and authority to do and perform any and
all acts and things whatsoever required or necessary to be done in the
premises, as fully as to all intents and purposes as he could do if personally
present, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitution.
Executed at Cleveland, Ohio, this 4th day of December, 1995.
/s/ Richard S. Sheetz
_________________________________
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<PAGE> 7
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF
PARK-OHIO INDUSTRIES, INC. AND
OTHER SPONSORING CORPORATIONS
REGISTRATION STATEMENT
----------------------
Power of Attorney of Directors
------------------------------
The undersigned director of Park-Ohio Industries, Inc., an Ohio corporation
(the "Company"), which anticipates filing with the Securities and Exchange
Commission (the "Commission") under the provisions of the Securities Act of
1933 (the "Act") a Registration Statement on Form S-8 (together with any and
all subsequent amendments, including post-effective amendments, the
"Registration Statement") for the purpose of registering Common Shares with
$1.00 par value of the Company, to be offered pursuant to the Company's
Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Other
Sponsoring Corporations, does hereby constitute and appoint R. J. Cozean and
J. S. Walker and any one of them, with full power of substitution and
resubstitution, as attorney or attorneys to execute and file on behalf of the
undersigned, in his capacity as a director of the Company, the Registration
Statement and any and all applications or other documents to be filed with the
Commission pertaining to the Registration Statement or registration
contemplated thereby, with full power and authority to do and perform any and
all acts and things whatsoever required or necessary to be done in the
premises, as fully as to all intents and purposes as he could do if personally
present, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitution.
Executed at Pepper Pike, Ohio, this 3rd day of December, 1995.
/s/ James W. Wert
_________________________________
-18-
