<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to _______
Commission file number 0-3134
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF PARK-OHIO
INDUSTRIES, INC. AND OTHER SPONSORING CORPORATIONS
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
PARK-OHIO INDUSTRIES, INC.
23000 EUCLID AVENUE
CLEVELAND, OHIO 44117
Page 1
<PAGE> 2
INDEX
PAGE(S)
Report of Independent Auditors F-1
Financial Statements
Statements of Net Assets Available
for Plan Benefits, with Fund Information
as of December 31, 1996 and 1995 F-2--F-3
Statements of Changes in Net Assets
Available for Plan Benefits, with Fund
Information for the Years Ended
December 31, 1996 and 1995 F-4--F-5
Notes to Financial Statements F-6--F-16
Schedule I: Schedule of Assets
Held for Investment Purposes at
December 31, 1996 F-17
Schedule II: Schedule of Reportable
Transactions for the Year Ended
December 31, 1996 F-18
EXHIBITS
Exhibit
Number Description
23 Consent of Independent Auditors
* Other supplemental schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure
under ERISA have been omitted because they are not applicable.
Page 2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator of the Plan has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
Individual Account Retirement Plan
Of Park-Ohio Industries, Inc. and
other Sponsoring Corporations
Date: June 27, 1997
By /s/ James S. Walker
--------------------------------
James S. Walker
Vice President and Chief
Financial Officer
<PAGE> 4
Report of Independent Auditors
Plan Administrative Committee
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and Other
Sponsoring Corporations
We have audited the accompanying statements of net assets available for plan
benefits of the Individual Account Retirement Plan of Park-Ohio Industries and
Other Sponsoring Corporations as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for plan benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1996 and 1995 and the changes in nets assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1996, and reportable
transactions for the year then ended, are presented for the purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The Fund information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather then to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund information have been subjected to the auditing
procedures applied in our audits of the 1996 and 1995 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1996 and 1995 financial statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 27, 1997
F-1
<PAGE> 5
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Statement of Net Assets Available for Plan Benefits
December 31, 1996
<TABLE>
<CAPTION>
Funds
------------------------------------------------------------------------------
Money Income & Equity
Equity Bond Market International Growth Income
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
KeyCorp Prism Money Market Fund $ 398 $ 681 $ 5,820,308 $ 126 $ 113
KeyCorp Victory Intermediate
Income Bond Fund 3,346,926
KeyCorp Victory Value Fund 12,019,795
Fidelity Advisor Income & Growth 910,277
Fund
Fidelity Advisor Equity Income 3,646,634
Fund A
KeyCorp Victory International
Growth Fund $696,643
Park-Ohio Industries Common Stock
Participant loans
------------------------------------------------------------------------------
12,020,193 3,347,607 5,820,308 696,643 910,403 3,646,747
Employer contribution receivable 9,990 1,925 13,598 2,445 5,228 10,321
Employee contribution receivable 15,405 3,402 19,200 5,270 14,780 23,829
Accrued fees and expenses (103) (411) (719) (82) (123) (452)
------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $12,045,485 $3,352,523 $ 5,852,387 $704,276 $930,288 $3,680,445
===============================================================================
<CAPTION>
------------------------------------------
Park-Ohio
Common Loan
Stock Fund Total
------------------------------------------
<S> <C> <C>
ASSETS
Investments, at fair value:
KeyCorp Prism Money Market Fund $ 30,480 $ 5,852,106
KeyCorp Victory Intermediate
Income Bond Fund 3,346,926
KeyCorp Victory Value Fund 12,019,795
Fidelity Advisor Income & Growth 910,277
Fund
Fidelity Advisor Equity Income 3,646,634
Fund A
KeyCorp Victory International
Growth Fund 696,643
Park-Ohio Industries Common Stock 1,510,727 1,510,727
Participant loans $22,190 22,190
----------------------------------------
1,541,207 22,190 28,005,298
Employer contribution receivable 2,330 45,837
Employee contribution receivable 323 82,209
Accrued fees and expenses (2,229) (4,119)
----------------------------------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $1,541,631 $22,190 $28,129,225
========================================
</TABLE>
See notes to financial statements.
F-2
<PAGE> 6
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Statement of Net Assets Available for Plan Benefits
December 31, 1995
<TABLE>
<CAPTION>
Funds
------------------------------------------------------
Money
Equity Bond Market Total
-------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
Investments, at fair value:
KeyCorp Prism Money Market Fund $ 14,315 $ 9,883 $ 3,709,035 $ 3,733,233
KeyCorp Small Capitalization Value
Liquidation Fund 6,246 6,246
KeyCorp Technology Liquidation Fund 29,471 29,471
KeyCorp Victory Intermediate Income Bond
Fund 3,784,851 3,784,851
KeyCorp Victory Value Fund 8,812,765 8,812,765
-------------------------------------------------------------------------
8,862,797 3,794,734 3,709,035 16,366,566
Contributions refundable to participants (63,418) (15,185) (10,719) (89,322)
Accrued investment income 22 61 47 130
Accrued fees and expenses (11,046) (4,845) (4,625) (20,516)
-------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 8,788,355 $ 3,774,765 $ 3,693,738 $ 16,256,858
=========================================================================
</TABLE>
See notes to financial statements.
F-3
<PAGE> 7
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Statement of Changes in
Net Assets Available for Plan Benefits
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Funds
------------------------------------------------------------------------------------
Money Income &
Equity Bond Market International Growth Equity Income
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Interest income $ 325 $ 386 $ 309 $ 28 $ 34 $ 88
Dividend income 152,313 214,944 1,596 16,816 42,074
Other income 34,452 5,957 2,878 1,897 8 1,434
Contributions from Employer 126,536 29,029 190,948 30,410 65,571 145,488
Contributions from participants 567,238 138,214 349,234 113,740 253,476 602,331
Transfers from RB&W ESOP 799,713 88,692 380,448 195,094 319,972 641,549
Transfer from RB&W Retirement &
Savings Plan 1,475,777 448,606 621,071 368,372 1,523,369
Transfer from other plans 19,243 3,713 30,338 4,133 21,312 15,353
Unrealized appreciation (depreciation)
in fair value of investments 1,107,367 (125,653) 212,012 5,552 54,021 221,441
Realized gain 1,071,087 13,299 29,488 29,757 8,755 156,390
------------------------------------------------------------------------------------
5,354,051 817,187 1,816,726 750,579 739,965 3,349,517
DEDUCTIONS
Distributions to participants (948,349) (300,030) (546,798) (25,347) (17,536) (210,133)
Loan repayments
Transfers (to) from other funds (1,107,530) (926,724) 898,336 (17,232) 208,695 553,124
Trustee fees and expenses (41,042) (12,675) (9,615) (3,724) (836) (12,063)
------------------------------------------------------------------------------------
Net increase (decrease) 3,257,130 (422,242) 2,158,649 704,276 930,288 3,680,445
Net assets available for plan
benefits at beginning of year 8,788,355 3,774,765 3,693,738
------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 12,045,485 $ 3,352,523 $ 5,852,387 $ 704,276 $ 930,288 $3,680,445
====================================================================================
<CAPTION>
-----------------------------
Park-Ohio
Common Loan
Stock Fund Total
--------------------------------------------
<S> <C> <C> <C>
ADDITIONS
Interest income $ 1,459 $ (3,558) $ (929)
Dividend income 427,743
Other income 48 46,674
Contributions from Employer 32,806 620,788
Contributions from participants 134,594 2,158,827
Transfers from RB&W ESOP 1,537,163 3,962,631
Transfer from RB&W Retirement &
Savings Plan 50,641 4,487,836
Transfer from other plans 28,172 122,264
Unrealized appreciation (depreciation)
in fair value of investments (578,078) 896,662
Realized gain 1,308,776
--------------------------------------------
1,156,164 47,083 14,031,272
DEDUCTIONS
Distributions to participants (2,635) (2,050,828)
Loan repayments (24,893) (24,893)
Transfers (to) from other funds 391,331
Trustee fees and expenses (3,229) (83,184)
--------------------------------------------
Net increase (decrease) 1,541,631 22,190 11,872,367
Net assets available for plan
benefits at beginning of year 16,256,858
--------------------------------------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 1,541,631 $ 22,190 $ 28,129,225
============================================
</TABLE>
See notes to financial statements.
F-4
<PAGE> 8
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Statement of Changes in
Net Assets Available for Plan Benefits
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Funds
------------------------------------------------------------
Money Segregated
Equity Bond Market Interim Account Total
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Interest income $ 801 $ 890 $ 198,266 $ 10,940 $ 2,271 $ 213,168
Dividend income 175,703 204,975 380,678
Other income 56,576 18,060 (93) 74,543
Contributions from Employer 228,164 100,431 120,402 25,319 474,316
Contributions from participants 507,535 199,959 209,600 51,733 968,827
Transfers from other plans 41,813 22,412 12,078 130 76,433
Net appreciation in fair value
of investments 1,627,235 158,732 20,311 1,806,278
Realized gain 370,319 107,481 269 478,069
-----------------------------------------------------------------------------------------
3,008,146 812,940 560,833 11,070 79,323 4,472,312
DEDUCTIONS
Distributions to participants (768,741) (446,586) (609,161) (55,604) (41,770) (1,921,862)
Trustee fees and expenses (57,218) (26,922) (26,902) (1,318) (112,360)
Transfers from (to) other funds 178,309 (63,513) 140,347 (217,590) (37,553)
-----------------------------------------------------------------------------------------
Net increase (decrease) 2,360,496 275,919 65,117 (263,442) 0 2,438,090
Net assets available for plan
benefits at beginning of year 6,427,859 3,498,846 3,628,621 263,442 13,818,768
-----------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 8,788,355 $ 3,774,765 $ 3,693,738 $ 0 $ 0 $16,256,858
=========================================================================================
</TABLE>
See notes to financial statements.
F-5
<PAGE> 9
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements
December 31, 1996 and 1995
A. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Individual Account Retirement Plan (the "Plan")
are maintained on the accrual basis.
Purchases of investments are recorded at cost and revalued to market values at
the close of each day by the Plan Trustee. All investments are under the control
and management of KeyCorp, the Trustee of the Plan.
Purchases and sales are accounted for on the trade date.
Investment income and realized and unrealized gains and losses are reported as
net income derived from investment activities and are allocated among the
individual accounts in proportion to their respective balances immediately
preceding the valuation date.
The investments in Park-Ohio Industries, Inc. (the "Company") common stock, Key
Trust Victory Value Fund, Key Trust Victory Intermediate Bond Fund, Key Trust
Victory International Growth Fund, Fidelity Advisor Equity Income Fund A, and
Fidelity Advisor Income & Growth Fund are valued as of the last reported trade
price on the last business day of the period.
Investments in the Prism Money Market Fund are valued at market, which considers
adjustments to the fund value for investment income and trustee expenses.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
F-6
<PAGE> 10
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN
The Plan, adopted by the Company and Other Sponsoring Corporations (the
"Companies") effective January 1, 1985, is a defined contribution plan which
covers substantially all eligible full time employees in the following
classifications:
1. Salaried employees of the Ohio Crankshaft Division of the Company,
except such employment is not considered covered employment after
March 4, 1989 for any employee who was an active participant in
the Revised Non-Contributory Pension Plan for Hourly-Rated
Employees of Ohio Crankshaft Division of Park-Ohio Industries,
Inc. on or after July 10, 1983.
2. Salaried employees of Bennett Industries, Inc. and hourly
non-bargaining unit employees of all Bennett Divisions except
Lithonia (prior to August 1, 1996).
3. Non-bargaining unit employees of the Corporate Office of the
Company, Tocco, Inc. the Park Drop Forge Division of the Company,
Castle Rubber Company, and Cleveland City Forge Salary Employees,
Kay Home Products, Inc. (Marsh Allan and Quaker Industries
Divisions) (effective November 1, 1994), Cleveland City
Forge-Division Hourly Employees (effective November 1, 1995), and
RB&W Corporation (effective April 1, 1995).
4. Employees of General Aluminum Manufacturing Company (effective
January 1, 1995), Cicero Flexible Products (effective December 1,
1995), Bargaining and Non-Bargaining Employees of Blue Falcon
Forge (effective March 2, 1995), Bargaining and Non-Bargaining
Employees of Geneva Rubber Company Division (effective March 1,
1995), and Ajax Manufacturing Company and Advanced Vehicles Inc.
(effective January 1, 1996).
5. Bargaining unit employees of the Ohio Crankshaft Division,
pursuant to a collective bargaining agreement between the Company
and the United Automobile, Aerospace and Agricultural Implement
Workers of America and its Local 91 (effective August 1, 1995),
and bargaining unit employees of RB&W Corporation-Coraopolis Plant
(effective April 1, 1996).
F-7
<PAGE> 11
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
Generally, an employee in one of the above classifications becomes eligible to
join the Plan after completing 30 days of continuous employment.
Individual accounts are maintained for all participants. All amounts are
credited or charged to an account in terms of full and fractional investment
units at the investment unit values determined as of the transaction date. Each
participant designates how his share of the contributions is to be allocated
among the seven investment funds (three funds in 1995) of the Plan described
below:
(a) Equity Fund--contributions and earnings are to be invested in
marketable equity securities or in any common or collective fund
comprised substantially of such investments. The fund invests
primarily in stocks with above average yields and below average
price/earnings ratios.
(b) Bond Fund--contributions and earnings are to be invested in U.S.
Government Securities, corporate bonds or in any common or collective
fund comprised substantially of such investments. The fund invests in
primarily investment grade debt securities with average maturities of
3-8 years.
(c) Money Market Fund--contributions and earnings are to be invested in
short-term investments such as certificates of deposit, U.S. Treasury
Bills and commercial paper or in any common or collective fund
comprised substantially of such investments.
(d) Equity Income--contributions and earnings are to be invested in
marketable equity securities or in any common or collective fund
comprised substantially of such investments. The fund invests in
stocks with above average dividends and which are generally
undervalued.
(e) Income & Growth--contributions and earnings are to be invested in
marketable equity securities and debt securities or in any common or
collective fund comprised substantially of such investments. The fund
invests in stocks which have potential for growth or income and
capital appreciation. The fund may invest up to 35% in below
investment grade debt securities.
F-8
<PAGE> 12
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
(f) International Fund--contributions and earnings are to be invested in
foreign equity securities or in any common or collective fund
comprised substantially of such investments. The fund generally
invests in equity securities in at least three different countries,
excluding the U.S.
(g) Company Stock Fund--contributions and earnings are to be invested in
common shares of the company purchased on the open market.
The number of active participants in each investment option at December 31, 1996
and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
--------------------------------
<S> <C> <C>
Company Stock Fund 405
Money Market Fund 1,060 959
Bond Fund 885 949
Equity Fund 1,141 1,098
Income & Growth Fund 452
International Fund 342
Equity Income Fund 685
</TABLE>
* The total number of shares of participants in the Plan is less
than the sum of the number of participants shown above because
many individuals were participating in more than one fund.
Effective July 1, 1986, the Plan was amended to provide for contributions to be
made to the Plan pursuant to a qualified cash or deferred arrangement under
Section 401(k) of the Internal Revenue Code. If a participant elects to have
contributions made for him pursuant to such an arrangement, his compensation is
reduced by the amount of such contributions elected and the participant's
company makes Plan contributions equal to the amount of the reduction.
F-9
<PAGE> 13
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
The Company may terminate the Plan at any time by resolution of its Board of
Directors. In the event of the termination of the Plan, the beneficial interests
of all participants under the Plan shall become fully vested.
C. CONTRIBUTIONS
Contributions by employees to the plan are made via payroll deductions.
Employees may contribute up to 16% of their compensation on a pre-tax basis, not
to exceed $9,500 the IRS maximum for 1996 ($9,240 in 1995). Employee
contributions are fully vested and non-forfeitable at all times.
The Plan provides for uniform rates of employer contributions for all eligible
employees, regardless of employment classification, so that each participant is
entitled to basic contributions equal to two percent of credited compensation
paid by the employer. The basic contribution is allocated among the seven
investment options (three funds in 1995) based on individual participant's
investment allocation designation.
Contributions refundable to participants represent current year contributions
that must be returned to employees to ensure Plan compliance with additional
limitations in the Internal Revenue Code on contributions by highly compensated
individuals. The employee contribution receivable is shown net of the
contributions refundable for 1996. The total contributions refundable to
participants were $58,654 and $89,952 in 1996 and 1995, respectively.
Effective January 1, 1996, the Plan implemented the Trust Talk System of Key
Trust Company, which allows participants to make changes to their account via
the telephone. The current provision of the system permits a participant to
change their investment allocation percentages once every 30 days and change
payroll deferral percentages on the first day of every quarter. We have obtained
and read a service auditors report covering Key Corp. and Subsidiaries, which
covers Key Trust Company of Ohio, N.A., detailing the controls in place over the
automated system.
F-10
<PAGE> 14
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
D. INVESTMENTS
Investments held by the Plan at December 31, 1996 and 1995 are summarized as
follows:
<TABLE>
<CAPTION>
1996 1995
------------------------------- --------------------------------
MARKET VALUE COST MARKET VALUE COST
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Prism Money Market Fund $ 5,852,106 $ 5,619,106 3,733,233 3,712,922
Victory Intermediate
Income Fund 3,346,926 3,313,133 3,784,851 3,639,600
Victory Value Fund 12,019,795 9,292,747 8,812,765 7,359,100
EB Small Cap Value
Liquidation Fund 6,246 4,987
EB Technology
Liquidation 29,471 22,160
Fund
Victory International
Growth Fund 696,643 684,765
Fidelity Advisor Income
& Growth Fund 910,277 856,257
Fidelity Advisor Equity
Income Fund A 3,646,634 3,218,878
Park-Ohio Industries,
Inc. Common Shares 1,510,727 2,088,705
Participant loans 22,190 22,190
----------------------------------------------------------------
TOTAL INVESTMENTS $28,005,298 $ 25,095,781 $16,366,566 $14,738,769
================================================================
</TABLE>
Realized gains and losses are calculated based upon historical cost of the
securities using the average cost method.
F-11
<PAGE> 15
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
D. INVESTMENTS--CONTINUED
<TABLE>
<CAPTION>
Money Fidelity Fidelity Company
Market Bond Equity International Growth and Equity Stock
Fund Fund Fund Fund Income Fund Income Fund Fund Total
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year Ended
December 31, 1996:
Selling price $ 1,947,946 $ 1,621,222 $ 3,369,835 $ 265,512 $ 129,131 $ 707,587 $ 671,818 $ 8,713,051
Cost 1,918,458 1,607,923 2,298,748 235,755 120,376 551,197 671,818 7,404,275
--------------------------------------------------------------------------------------------------------------
REALIZED GAIN $ 29,488 $ 13,299 $ 1,071,087 $ 29,757 $ 8,755 $ 156,390 $ 0 $ 1,308,776
==============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Money
Market Bond Equity Interim Segregated
Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Year Ended
December 31, 1995:
Selling price $4,982,835 $6,711,247 $3,264,905 $272,842 $79,133 $15,310,962
Cost 4,982,566 6,603,766 2,894,586 272,842 79,133 14,832,893
---------------------------------------------------------------------------
$ 269 $ 107,481 $ 370,319 $ 0 $ 0 $ 478,069
===========================================================================
</TABLE>
F-12
<PAGE> 16
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
D. INVESTMENTS--CONTINUED
The net unrealized appreciation (depreciation) of investments included in the
Plan equity is as follows:
<TABLE>
<CAPTION>
Money
Market Bond Equity Interim International Growth and
Fund Fund Fund Fund Fund Income Fund
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 $ (13,480) $ (165,000) $ (155)
Change for the fiscal period $ 20,311 158,731 1,627,235 155
---------------------------------------------------------------------------
Balance at December 31, 1995 20,311 145,251 1,462,235 0
Unrealized appreciation of
investments transferred from
RB&W plans 14,196 158,227 $6,319
---------------------------------------------------------------------------
Balance at January 1, 1996 20,311 159,447 1,620,462 6,319
Change for the fiscal period 212,012 (125,653) 1,107,367 5,552 $ 54,021
---------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1996 $232,323 $ 33,794 $ 2,727,829 $ 0 $11,871 $ 54,021
===========================================================================
Company
Equity Stock
Income Fund Fund Total
-----------------------------------------
<S> <C> <C> <C>
Balance at December 31, 1994 $ (178,635)
Change for the fiscal period 1,806,432
----------------------------------------
Balance at December 31, 1995 1,627,797
Unrealized appreciation of
investments transferred from
RB&W plans $206,316 385,058
----------------------------------------
Balance at January 1, 1996 206,316 2,012,855
Change for the fiscal period 221,441 $(578,078) 896,662
----------------------------------------
BALANCE AT DECEMBER 31, 1996 $427,757 $(578,078) $2,909,517
========================================
</TABLE>
F-13
<PAGE> 17
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
E. BENEFITS
A participant is entitled to receive the full value of his account upon (1)
normal retirement at age 65; (2) attainment of at least age 55 and 10 years of
service; (3) death, or total and permanent disability as determined by the Plan
Administrator upon the basis of competent medical opinion, or (4) termination of
employment after seven years of credited service. Such benefits may be paid in a
lump sum cash payment or through the purchase of a single premium annuity
contract.
In the event of termination of employment, a participant has a vested right in
his share of the Companies' contributions determined as follows:
<TABLE>
<CAPTION>
Vested
Credited Vesting Service Percentage
- -----------------------------------------------------------------------
<S> <C>
Less than 3 years 0%
At least 3 years but less than 4 years 20
At least 4 years but less than 5 years 40
At least 5 years but less than 6 years 60
At least 6 years but less than 7 years 80
7 years or more 100
</TABLE>
The portion of the Companies' contributions that are not vested in such
terminated participants will generally be forfeited and may be used to reduce
future contributions of the Companies.
A participant may withdraw in cash a portion of their contributions subject to
certain limitations and restrictions. The hardship withdrawal may be used to
purchase a principal residence, avoid foreclosure on a mortgage, or pay bona
fide medical or education expenditures.
F. TRANSFER OF ASSETS
Effective January 1, 1996 all the assets of the RB&W Employees Retirement
Savings Trust & Plan were transferred to the Individual Account Retirement Plan
of Park-Ohio Industries. The value of plan assets transferred relating to this
plan were $4,487,835.
F-14
<PAGE> 18
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
F. TRANSFER OF ASSETS--CONTINUED
Also, effective January 1, 1996, former participants in the RB&W Employee Stock
Ownership Plan who are active participants in the Plan, have the option of
transferring their balances from the RB&W Employee Stock Ownership Plan to the
Plan. The value of assets transferred to the Plan during 1996 was $3,962,630.
G. TRANSACTIONS WITH PARTIES-IN-INTEREST
There were no reportable transactions with parties-in-interest during the year.
H. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) and 401(k) of the Internal Revenue Code (IRC) and is, therefore, not
subject to tax under present income tax laws. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Plan Administrative Committee is not aware of any course of action or series
of events that have occurred that might adversely affect the Plan's qualified
status. The tax-exempt status of the Plan does not apply to the taxability of
distributions to participants under the Plan.
I. SUBSEQUENT EVENTS
Effective January 1, 1997, a loan provision was added to the Plan. A participant
may withdraw from employee 401(k) contributions and earnings a minimum of $1,000
and a maximum of the lesser of 50% of the participant's eligible account or
$50,000. Loan repayments will be made via payroll deductions on after tax
dollars, which will commence thirty to sixty days after receipt and acceptance
of the loan check. Terms of the loan will be five years for a personal loan and
15 years for a mortgage loan, with interest payable at prime plus one percent.
F-15
<PAGE> 19
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and
Other Sponsoring Corporations
Notes to Financial Statements--Continued
I. SUBSEQUENT EVENTS--CONTINUED
Under an amendment executed in 1997, which is retroactive to August 1, 1996, the
Plan has been amended to provide for distribution of account balances for
employees of Bennett Industries. Under this amendment, an employee of Bennett
Industries, which was sold by Park-Ohio on July 31, 1996, may elect to receive
an asset distribution from the Plan prior to retirement or termination of
employment with the new employer.
Effective January 1, 1997, the underlying assets of the Fidelity Advisor Equity
Income Fund have been transferred to the Victory Value Fund. At the same time, a
new investment option, a small capitalization fund, was added. The underlying
assets of this fund will be the Putnam New Opportunities Fund.
Also, the underlying assets of the Victory International Fund have been
transferred to the Templeton Growth Fund, which represents the same investment
option as the previous fund. The underlying assets of the Fidelity Income and
Growth Fund have been transferred to the George Putnam of Boston Balanced Fund,
which represents the same investment option as the previous fund.
F-16
<PAGE> 20
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporation
Form 5500, Line 27(a)--Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Description Fair Market
Identity of Issuer of Asset Cost Value
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
KEY TRUST COMPANY OF OHIO N.A.
KeyCorp Prism Money Market Fund 570,207 units $ 5,619,106 $ 5,852,106
KeyCorp Victory Value Fund 844,086 units 9,292,747 12,019,795
KeyCorp Victory Intermediate Income Fund 351,567 units 3,313,133 3,346,926
KeyCorp Victory International Growth Fund 53,464 units 684,765 696,643
Park Ohio Industries, Inc. 117,338 shares of
common stock 2,088,705 1,510,727
Fidelity Advisor Equity Income Fund 166,361 units 3,218,878 3,646,634
Fidelity Advisor Income & Growth Fund 55,572 units 856,257 910,277
Participant loans 22,190 22,190
---------------------------------------
$ 25,095,781 $ 28,005,298
=======================================
</TABLE>
F-17
<PAGE> 21
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporation
Form 5500, Line 27(d)--Schedule of Reportable Transactions
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Realized
Description of Asset Price Price Asset Date Gain (Loss)
- ------------------------------------------------------------------------------------------------------------------------
CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
<S> <C> <C> <C> <C> <C>
KeyCorp Prism Money Market Fund
Sale of 2,794,447.5 units $3,720,757 $ 3,691,269 $ 3,695,146 $ 29,488
Purchase of 3,963,369.4 units $ 5,598,137 5,598,137 5,598,137
KeyCorp Victory Value Fund
Sale of 174,453.3 units 2,933,143 1,862,056 2,166,714 1,071,087
Purchase of 184,787.8 units 2,485,982 2,485,982 2,485,982
Transfer of 119,589 units from RB&W
Retirement & Savings Plan 1,309,861 1,475,736 N/A
KeyCorp Victory Intermediate Income Fund
Sale of 130,550.6 units 1,243,071 1,229,772 1,274,777 13,299
Fidelity Advisor Equity Income Fund
Purchase of 118,744.3 units 2,263,001 2,263,001 2,263,001
Fidelity Advisor Income & Growth Fund
Purchase of 59,289.4 units 912,846 912,846 912,846
</TABLE>
There were no category (i) or (ii) or (iv) reportable transactions during 1996.
F-18
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Individual Retirement Account Plan of Park-Ohio
Industries, Inc. and other Sponsoring Corporations of our report dated June 27,
1997 with respect to the financial statements and schedules of the Individual
Retirement Account Plan of Park-Ohio Industries, Inc. and Other Sponsoring
Corporations included in this Annual Report (Form 11-K) for the year ended
December 31, 1996.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 27, 1997
