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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 28, 1998
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PARK-OHIO HOLDINGS CORP.
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(Exact name of registrant as specified in its charter)
Ohio 0-3134 34-1867219
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
23000 Euclid Avenue
Cleveland, Ohio 44117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 692-7200
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ITEM 5. OTHER EVENTS
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At the 1998 Annual Meeting of Shareholders of Park-Ohio Industries,
Inc., an Ohio corporation ("Park-Ohio"), held on May 28, 1998, the shareholders
of Park-Ohio approved an Agreement of Merger ("Merger Agreement") dated
February 20, 1998 by an among Park-Ohio, Park-Ohio Holdings Corp., an Ohio
corporation formerly known as PKOH Holding Corp. ("Holdings"), and PKOH Merger
Corp., an Ohio corporation ("Merger Corp."), providing for a reorganization of
Park-Ohio into a holding company form of ownership with Holdings as its sole
parent. On June 10, 1998, Holdings amended and restated its articles of
incorporation to, among other things, change its corporate name from "PKOH
Holding Corp." to "Park-Ohio Holdings Corp." and increase its authorized shares
from 100 shares of common stock, $1.00 par value per share, to 40,000,000
shares of common stock and 632,470 shares of preferred stock, all $1.00 par
value per share.
Effective as of the close of business on June 15, 1998, Merger Corp.
was merged with and into Park-Ohio (the "Merger") upon the terms and conditions
of the Merger Agreement. At the effective time of the Merger, (i) all of the
shares of Park-Ohio's common stock issued and outstanding immediately prior to
the Merger were converted into an equal number of shares of Holding's common
stock (on a share-for-share basis), (ii) all of the shares of Merger Corp.'s
common stock issued and outstanding immediately prior to the Merger were
converted into 100 shares of Park-Ohio's common stock and (iii) all of the
shares of Holdings' common stock issued and outstanding immediately prior to
the Merger were canceled.
Prior to the Merger, there was no public market for Holding's common
stock and Park-Ohio's common stock was listed for trading on the Nasdaq National
Market under the symbol "PKOH." Upon the opening of the market after the
effective time of the Merger: (i) Holdings' common stock will be registered
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and will be listed for trading on the Nasdaq National Market
under the symbol "PKOH" (except that during the 30-day period immediately
following the effective time it will be listed under the symbol "PKOHD"); (ii)
Park-Ohio's common stock will be simultaneously delisted from the Nasdaq
National Market and will cease to be registered under Section 12(g) of the
Exchange Act; and (iii) Holdings will assume Park-Ohio's reporting obligations
under the Exchange Act.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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1. (c) Exhibits
99 Press Release of Park-Ohio Holdings Corp. dated
June 15, 1998.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 15, 1998 PARK-OHIO HOLDINGS CORP.
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(Registrant)
By: /s/ Ronald J. Cozean
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Name: Ronald J. Cozean
Title: Secretary and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
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99 Press Release of Park-Ohio Holdings Corp. dated June 15,
1998.
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EXHIBIT 99
FOR IMMEDIATE RELEASE CONTACT: EDWARD F. CRAWFORD
PARK-OHIO INDUSTRIES, INC.
(216) 692-7200
PARK-OHIO HOLDINGS CORP. ANNOUNCES INITIAL PUBLIC TRADING
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CLEVELAND, OHIO, June 15, 1998 -- Shareholders of Park-Ohio Industries,
Inc. approved a new holding company structure for Park-Ohio Industries at its
May 28, 1998 Annual Meeting of Shareholders. At the close of business today,
Park-Ohio Industries became a wholly-owned subsidiary of the new holding
company, Park-Ohio Holdings corp., and shares of Park-Ohio Industries were
automatically converted on a one for one basis into shares of the new holding
company.
Edward F. Crawford, Chairman and Chief Executive Officer of both Park-Ohio
Industries and Park-Ohio Holdings, stated, "We are pleased that we received 80%
of the votes in favor of the holding company proposal. The new holding company
structure will give us flexibility to continue to grow the business and generate
earnings growth, thereby enhancing shareholder value."
Shares of Park-Ohio Holdings (NASDAQ:PKOHD) will begin to be publicly
traded effective Tuesday, June 16, 1998. The ticker symbol will revert to
"PKOH" after 30 days. Shareholders are not required to exchange their Park-Ohio
Industries common stock certificates for the new holding company common stock
certificates, but may do so by contacting the holding company's transfer and
registrar agent, National City Bank.
Park-Ohio, headquartered in Cleveland, Ohio, is a diversified logistics and
manufacturing company and its stock is traded on the NASDAQ National Market.
