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<TABLE>
<S> <C>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998 REGISTRATION NO. 333-
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARK-OHIO HOLDINGS CORP.
(SUCCESSOR TO PARK-OHIO INDUSTRIES, INC.)
(Exact name of Registrant as specified in its charter)
OHIO 34-1867219
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
23000 EUCLID AVENUE
CLEVELAND, OHIO 44117
(Address of principal executive offices)
PARK-OHIO HOLDINGS CORP.
1998 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
Ronald J. Cozean, Esq.
Secretary and General Counsel
23000 Euclid Avenue
Cleveland, Ohio 44117
(216) 692-7200
(Name, address, including zip code
& telephone number, including
area code of agent for service)
With a copy to:
Mary Ann Jorgenson, Esq.
Squire, Sanders & Dempsey L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114-1304
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title Of Maximum Maximum Amount Of
Securities To Amount To Be Offering Aggregate Registration
Be Registered Registered Price Per Share (1) Offering Price (1) Fee (2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 550,000 $18.125 $9,968,750 $2,941
par value $1.00
per share
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(h),
based on the average of high and low sale prices of Park-Ohio Holdings Corp.'s Common Stock on
the NASDAQ National Market System on June 24, 1998.
(2) Computed in accordance with Rule 457(h) of the Securities Act of 1933.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Park-Ohio Holdings Corp. (the
"Registrant") or its predecessor, Park-Ohio Industries, Inc. ("Park-Ohio"),
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated herein by
reference and made a part hereof:
1. Park-Ohio's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
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2. Park-Ohio's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998.
3. Park-Ohio's Current Reports on Form 8-K filed January 14, 1998
and April 23, 1998, respectively.
4. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-4 filed with the
Commission under the Securities Act (Registration No. 333-46931);
declared effective April 24, 1998 (the "Reorganization
Registration Statement").
5. Registrant's Current Report on Form 8-K filed June 16, 1998.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a 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 34 of the Registrant's Regulations, as currently in effect
("Section 34"), provides that the Registrant will indemnify any director or
officer or any former director or officer of the Registrant or any person who is
or has served at the request of the Registrant as a director, officer or trustee
of another corporation, joint venture, trust or other enterprise (and his heirs,
executors and administrators) against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that he is or was such director, officer
or trustee in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative to the
full extent and according to the procedures and requirements set forth in the
Ohio General Corporation Law as the same may be in effect from time to time.
Section 34 further provides that the indemnification provided for
therein shall not be deemed to restrict the right of the Registrant to indemnify
employees, agents and others as permitted by such Law, and shall be in addition
to any other rights granted to
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those seeking indemnification under the Articles or Incorporation or these
Regulations or any Indemnification Agreement (as hereinafter defined), vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
In addition, Section 34 provides that, without derogation to the power
of the Registrant from time to time to enter into, or assume the obligations of
any affiliate of the Registrant under, any agreement granting rights of
indemnification to any person or entity ("Indemnification Agreement"), the
Registrant is expressly authorized to assume the obligations of Park-Ohio under
any Indemnification Agreement existing on the date of the initial adoption of
the Registrant's Regulations, and any obligations so assumed will be binding
upon the Registrant with the same force and effect as if the Registrant had been
an original party to such Indemnification Agreement. Pursuant to the Merger
Agreement, the Registrant assumed Park-Ohio's obligations under all such
Indemnification Agreements, effective as of the consummation of the Merger. The
terms of such Indemnification Agreements are substantially the same as the terms
of the Indemnification Agreements that the Registrant has entered into with all
of its directors and certain of its officers, as described below.
Section 34 also authorizes the Registrant to purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit or self-insurance, on behalf of or for any person who
is or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, trustee, officer,
employee or agent of another corporation, joint venture, trust or other
enterprise (and his heirs, executors and administrators), against any liability
asserted against him and incurred by him in such capacity, or arising out of his
status as such, regardless of whether the Registrant would have indemnified him
against such liability under any other provision of Section 34. It further
provides that insurance may be purchased from or maintained with a person in
which the Registrant has a financial interest.
Section 1701.13(E) of the Ohio General Corporation Law provides in
regard to indemnification of directors and officers as follows:
(1) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to
any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than
an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal
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action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, by reason
of the fact that he is or was a director, officer, employee, member,
manager, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any of the
following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that,
the court of common pleas or the court in which such action or suit
was brought determines, upon application, that, despite the
adjudication of liability, but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses as the court of common pleas or such other court shall
deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer,
employee, member, manager, or agent has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to
in division (E)(1) or (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in division (E)(1) or (2)
of this section. Such determination shall be made as follows:
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(a) By a majority vote of a quorum consisting of directors
of the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has
performed services for the corporation or any person to be indemnified
within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1)(2) of this
section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten
days after receipt of such notification, such person shall have the
right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission
that is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the
regulations of a corporation state, by specific reference to this
division, that the provisions of this division do not apply to the
corporation and unless the only liability asserted against a director
in an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition
of the action, suit, or proceeding upon receipt of an undertaking by
or on behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his
action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the corporation or undertaken
with reckless disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the
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corporation as they are incurred, in advance of the final disposition
of the action, suit, or proceeding, as authorized by the directors in
the specific case, upon receipt of an undertaking by or on behalf of
the director, trustee, officer, member, manager, employee, or agent to
repay such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation
has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving bank, so that any person who is or was a director,
officer, employee, trustee, member, manager, or agent of such a
constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, shall stand in
the same position under this section with respect to the new or
surviving bank as he would if he had served the new or surviving bank
in the same capacity.
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In addition to assuming the Indemnification Agreements of Park-Ohio
described above, the Registrant has entered into Indemnification Agreements with
each of its directors and certain of its officers ("Indemnitees"). Pursuant to
each such Indemnification Agreement, the Registrant must indemnify the
Indemnitee with respect to his activities as a director or officer of the
Registrant and/or as a person who is serving or has served on behalf of the
Registrant ("Representative") as a director, officer or trustee of another
corporation, joint venture, trust or other enterprise, domestic or foreign, in
which the Registrant has a direct or indirect ownership interest against
expenses (including, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by him ("Expenses")
in connection with any claim against the Indemnitee which is the subject of any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise and whether formal or
informal (a "Proceeding"), to which the Indemnitee was, is or is threatened to
be made a party by reason of facts which include the Indemnitee's being or
having been such a director, officer or Representative, to the extent of the
highest and most advantageous to the Indemnitee, as determined by the
Indemnitee, of one or any combination of the following:
(a) The benefits provided by the Registrant's Regulations as of the
date of the Indemnification Agreement;
(b) The benefits provided by the Articles of Incorporation, Regulations
or By-laws or their equivalent of the Registrant in effect at the time Expenses
are incurred by the Indemnitee;
(c) The benefits allowable under Ohio law in effect as of the date of
the Indemnification Agreement;
(d) The benefits allowable under the law of the jurisdiction under
which the Registrant exists at the time Expenses are incurred by the Indemnitee;
(e) The benefits available under liability insurance obtained by the
Registrant;
(f) The benefits which would have been available to the Indemnitee
under his Executive Liability Insurance Policy; and
(g) Such other benefits as are or may be otherwise available to the
Indemnitee.
The Indemnification Agreements provide for the advancement of Expenses
to the Indemnitee if the Indemnitee provides the Registrant with a written
undertaking that (i) the Indemnitee has notified the Registrant of any
Proceeding; (ii) the Indemnitee believes he should prevail in the Proceeding and
(iii) that the Indemnitee will reimburse the Registrant for all Expenses if it
is determined that the Indemnitee is not entitled to indemnification.
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The Registrant also maintains directors' and officers' liability
insurance, pursuant to which directors and officers of the Registrant are
insured against certain liabilities, including certain liabilities under the
1933 Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as a part of or
incorporated by reference in this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C> <C>
4.1 Agreement of Merger dated as of February 20, 1998 by and among the
Registrant, Park-Ohio and PKOH Merger Corp. (Incorporated by reference
to Exhibit 2 to the Reorganization Registration Statement)
4.2 Amended and Restated Articles of Incorporation of the Registrant (Incorporated
by reference to Exhibit 4.2 Post-Effective Amendment No. 1 to Registration
Statement on Form S-8, Registration No. 333-28407, filed June 16, 1998)
4.3 Regulations of the Registrant (Incorporated by reference to Exhibit 3.2 to
the Reorganization Registration Statement)
4.4 Specimen Stock Certificate of the Registrant (Incorporated by reference to
Exhibit 4.4 Post-Effective Amendment No. 1 to Registration Statement on Form
S-8, Registration No. 333-28407, filed June 16, 1998)
5 Opinion of Squire, Sanders & Dempsey L.L.P. regarding legality
15 Letter from Ernst & Young LLP regarding unaudited interim financial
information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Squire, Sanders & Dempsey L.L.P. (contained in opinion filed as
Exhibit 5)
24 Power of Attorney
99 Park-Ohio Holdings Corp. Long-Term Incentive Plan
</TABLE>
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement: (a) to include any prospectus
required by section 10(a)(3) of the Securities Act of
1933; (b) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement; (c) to include any
material information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) of this section
do not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934
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(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant 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.
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 29th day of
June, 1998.
PARK-OHIO HOLDINGS CORP.
By:/s/ Ronald J. Cozean
--------------------------------
Ronald J. Cozean, Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on June 29, 1998.
*
- ----------------------------------------
Edward F. Crawford
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
*
James S. Walker
- ----------------------------------------
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
*
- ----------------------------------------
Lewis E. Hatch, Jr.
Director
*
- ----------------------------------------
Thomas E. McGinty
Director
*
- ----------------------------------------
Lawrence O. Selhorst
Director
*
James W. Wert
- ----------------------------------------
Director
*
Matthew V. Crawford
- ----------------------------------------
Director
*
Felix J. Tarorick
- ----------------------------------------
Director
*
Kevin R. Greene
- ----------------------------------------
Director
* The undersigned pursuant to a Power of Attorney executed by each of
the Directors and Officers identified above and filed with the
Securities and Exchange Commission, by signing his name hereto, does
hereby sign and execute this
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Registration Statement on behalf of each of the persons noted above,
in the capacities indicated.
By: /s/ Ronald J. Cozean June 29, 1998
---------------------------------------- -------------
Ronald J. Cozean, Attorney-in-Fact Date
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C> <C>
4.1 Agreement of Merger dated as of February 20, 1998 by and among the
Registrant, Park-Ohio and PKOH Merger Corp. (Incorporated by reference
to Exhibit 2 to the Reorganization Registration Statement)
4.2 Amended and Restated Articles of Incorporation of the Registrant (Incorporated
by reference to Exhibit 4.2 Post-Effective Amendment No. 1 to Registration
Statement on Form S-8, Registration No. 333-28407, filed June 16, 1998)
4.3 Regulations of the Registrant (Incorporated by reference to Exhibit 3.2 to
the Reorganization Registration Statement)
4.4 Specimen Stock Certificate of the Registrant (Incorporated by reference to
Exhibit 4.4 Post-Effective Amendment No. 1 to Registration Statement on Form
S-8, Registration No. 333-28407, filed June 16, 1998)
5 Opinion of Squire, Sanders & Dempsey L.L.P. regarding legality
15 Letter from Ernst & Young LLP regarding unaudited interim financial
information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Squire, Sanders & Dempsey L.L.P. (contained in opinion filed as
Exhibit 5)
24 Power of Attorney
99 Park-Ohio Holdings Corp. Long-Term Incentive Plan
</TABLE>
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Exhibit 5
SQUIRE, SANDERS & DEMPSEY L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114-1304
June 30, 1998
Park-Ohio Holdings Corp.
23000 Euclid Avenue
Euclid, Ohio 44117
Re: Registration Statement on Form S-8
-------------------------------------
Gentlemen:
Reference is made to your Registration Statement on Form S-8
("Registration Statement") to be filed with the Securities and Exchange
Commission with respect to the registration of 550,000 shares of Common Stock,
par value $1.00 per share ("Common Stock"), of Park-Ohio Holdings Corp. issuable
pursuant to the Park-Ohio Holdings Corp. 1998 Long-Term Incentive Plan (the
"Plan"). We are familiar with the Plan, and we have examined such documents and
certificates and considered such matters of law as we deemed necessary for the
purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock
covered by the Registration Statement, 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 L.L.P.
<PAGE> 1
Exhibit 15
EXHIBIT 15 LETTER RE: UNAUDITED FINANCIAL INFORMATION
Board of Directors and Shareholders
Park-Ohio Holdings Corp.
We are aware of the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1998 Long-Term Incentive Plan of Park-Ohio
Holdings Corp. for the registration of 550,000 shares of its common stock of
our report dated April 22, 1998 relating to the unaudited condensed
consolidated interim financial statements of Park-Ohio Industries, Inc., which
is included in its Form 10-Q for the quarter ended March 31, 1998.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is 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
Cleveland, Ohio
June 26, 1998
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the 1998 Long-Term Incentive Plan of Park-Ohio Holdings
Corp. for the registration of 550,000 shares of its common stock of our report
dated February 16, 1998 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, 1997, filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
Cleveland, Ohio
June 26, 1998
<PAGE> 1
EXHIBIT 24
DIRECTORS AND OFFICERS OF
PARK-OHIO HOLDINGS CORP.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned directors and officers of Park-Ohio Holdings Corp., an
Ohio corporation (the "Corporation"), do hereby constitute and appoint James S.
Walker, Ronald J. Cozean, and Patrick W. Fogarty, and each of them, with full
power of substitution and resubstitution, as attorneys-in-fact or
attorney-in-fact of the undersigned, for him/her and in his/her name, place and
stead, to execute and file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 a Registration Statement on Form
S-8 relating to the registration of 550,000 shares of the Corporation's stock
issuable or saleable under the Park-Ohio Holdings Corp. 1998 Long-Term Incentive
Plan (the "Securities"), with any and all amendments, supplements and exhibits
thereto, to execute and file any and all other applications or other documents
to be filed with the Commission and all documents required to be filed with any
state securities regulating board or commission pertaining to such Securities
registered pursuant to the Registration Statement on Form S-8, with any and all
amendments, supplements and exhibits thereto each such attorney to have full
power to act with or without the others, and to have full power and authority to
do and perform, in the name and on behalf of the undersigned, every act
whatsoever necessary, advisable or appropriate to be done in the premises as
fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and approving the act of said attorneys and any of them
and any such substitute.
Executed as of June 29, 1998.
/s/ Edward F. Crawford /s/ James S. Walker
- ------------------------------- ----------------------------------
Edward F. Crawford James S. Walker
President, Chief Executive Officer, Vice President, Treasurer and
Chairman of the Board and Director Chief Financial Officer
/s/ Felix J. Tarorick /s/ Ronald J. Cozean
- ------------------------------- ----------------------------------
Felix J. Tarorick Ronald J. Cozean
Vice President of Operations Secretary and General Counsel
and Director
/s/ Matthew V. Crawford /s/ Kevin R. Greene
- ------------------------------- ----------------------------------
Matthew V. Crawford Kevin R. Greene, Director
Assistant Secretary, Corporate
Counsel and Director
/s/ Lewis E. Hatch, Jr. /s/ Thomas E. McGinty
- ------------------------------- ----------------------------------
Lewis E. Hatch, Jr., Director Thomas E. McGinty, Director
/s/ Lawrence O. Selhorst /s/ James W. Wert
- ------------------------------- ----------------------------------
Lawrence O. Selhorst, Director James W. Wert, Director
<PAGE> 1
EXHIBIT 99
PARK-OHIO HOLDINGS CORP.
1998 LONG-TERM INCENTIVE PLAN
1. PURPOSES
The purposes of the Park-Ohio Holdings Corp. 1998 Long-Term Incentive Plan
(the "Plan") are to promote the long-term growth and performance of Park-Ohio
Holdings Corp. (the "Company") and its subsidiaries by providing an
opportunity for employees of the Company and its subsidiaries to participate
through share ownership in the long-term growth and success of the Company,
enhancing the Company's ability to attract and retain persons with desired
abilities, providing additional incentives for such persons and furthering the
identity of interests of employees and shareholders of the Company.
2. DEFINITIONS
(a) "Award" means any form of stock option, stock appreciation right,
restricted shares, share or share-based award or performance share granted to a
Participant under the Plan.
(b) "Award Agreement" means a written agreement between the Company and a
Participant setting forth the terms, conditions and limitations applicable to an
Award.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(e) "Committee" means the Compensation and Stock Option Committee of the
Company's Board, or such other committee of the Board that is designated by the
Board to administer the Plan, provided that the Committee shall be constituted
so as to satisfy any applicable legal requirements, including the requirements
of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Section 162(m) of the Code or any respective successor
rule.
(f) "Fair Market Value" means the closing price of Shares as reported on
the Nasdaq Stock Market for the date in question, provided that if no sales of
Shares were made on the Nasdaq Stock Market on that date, the closing price of
Shares as reported on the Nasdaq Stock Market for the preceding day on which
sales of Shares were made on the Nasdaq Stock Market shall be used.
(g) "Participant" means any employee of the Company or its direct or
indirect subsidiaries or any other person whose selection the Committee
determines to be in the best interests of the Company, to whom an Award is made
under the Plan.
(h) "Shares" means the common stock, par value $1.00 per share, of the
Company.
3. SHARES AVAILABLE FOR AWARDS
Subject to adjustment as provided in Section 11 below, the aggregate number
of Shares which may be awarded under the Plan shall be 550,000, all of which may
be incentive stock options. No more than 250,000 Shares shall be the subject of
Awards to any individual Participant in any one calendar year. Shares issuable
under the Plan may consist of authorized and unissued Shares or treasury Shares.
Any Shares issued by the Company through the assumption or substitution of
outstanding grants previously made by an acquired corporation or entity shall
not reduce the Shares available for Awards under the Plan. If any Shares subject
to any Award granted under the Plan are forfeited or if such Award otherwise
terminates without the issuance of such Shares or payment of other consideration
in lieu of such Shares, the Shares subject to such Award, to the extent of any
such forfeiture or termination, shall again be available for grant under the
Plan as if such Shares had not been subject to an Award.
<PAGE> 2
4. ADMINISTRATION
The Plan shall be administered by the Committee, which shall have full
power and authority to interpret the Plan, to grant waivers of Plan restrictions
and to adopt such rules, regulations and policies for carrying out the Plan as
it may deem necessary or proper in order to further the purposes of the Plan. In
particular, the Committee shall have the authority to (i) select Participants to
receive Awards, (ii) determine the number and type of Awards to be granted,
(iii) determine the terms and conditions, not inconsistent with the terms
hereof, of any Award granted, (iv) interpret the terms and provisions of the
Plan and any Award granted, (v) prescribe the form of any agreement or
instrument executed in connection with any Award, and (vi) establish, amend and
rescind such rules, regulations and policies for the administration of the Plan
as it may deem advisable from time to time.
5. AWARDS
The Committee shall determine the type(s) of Award(s) to be made to each
Participant and shall set forth in the related Award Agreement the terms,
conditions and limitations applicable to each Award. Awards may include but are
not limited to those listed in this Section 5. Awards may be made singly, in
combination, in tandem or in exchange for a previously granted Award, and also
may be made in combination or in tandem with, in replacement of, or as
alternatives to, grants or rights under any other employee plan of the Company,
including the plan of any acquired entity.
(a) Stock Options. Awards may be made in the form of stock options, which
may be incentive stock options within the meaning of Section 422 of the Code or
nonstatutory stock options not intended to qualify under Section 422 of the
Code. Incentive stock options may be granted only to employees. The aggregate
Fair Market Value (determined at the time the option is granted) of Shares as to
which incentive stock options are exercisable for the first time by a
Participant during any calendar year (under the Plan and any other plan of the
Company) shall not exceed $100,000 (or such other limit as may be required by
the Code from time to time). The exercise price of stock options granted under
the Plan shall be not less than 100% of Fair Market Value on the date of the
grant. A stock option granted under the Plan shall be exercisable in whole or in
such installments and at such times and upon such terms as may be determined by
the Committee, provided that no stock option shall be exercisable more than ten
years after the date of grant. A participant may pay the exercise price of a
stock option in cash, Shares or a combination of cash and Shares. The Committee
shall establish appropriate procedures for accepting Shares in payment of the
exercise price of a stock option and may impose such conditions as it deems
appropriate on such use of Shares.
(b) Stock Appreciation Rights. Awards may be granted in the form of stock
appreciation rights ("SARs"). SARs shall entitle the recipient to receive a
payment, in cash or Shares, equal to the appreciation in market value of a
stated number of Shares from the price stated in the Award Agreement to the Fair
Market Value on the date of exercise or surrender. SARs may be granted either
separately or in conjunction with other Awards granted under the Plan. Any SAR
related to a nonstatutory stock option may be granted at the same time such
option is granted or any time thereafter before exercise or expiration of such
option. Any SAR related to an incentive stock option must be granted at the same
time such option is granted. Any SAR related to an option shall be exercisable
only to the extent the related option is exercisable. In the case of any SAR
related to any option, the SAR or applicable portion thereof shall terminate and
no longer be exercisable upon the termination or exercise of the related option.
Similarly, upon exercise of an SAR as to some or all of the Shares covered by a
related option, the related option shall be canceled automatically to the extent
of the SARs exercised, and such Shares shall not thereafter be eligible for
grant. The Committee may impose such conditions or restrictions upon the
exercise of any SAR as it shall deem appropriate.
(c) Restricted Shares. Awards may be granted in the form of restricted
Shares in such numbers and at such times as the Committee shall determine.
Awards of restricted Shares shall be subject to such terms, conditions or
restrictions as the Committee deems appropriate including, but not limited to,
restrictions on transferability, requirements of continued employment,
individual performance or financial performance of the Company. The period of
vesting and forfeiture restrictions shall be established by the Committee at the
time of grant, except that no restriction period shall be less than 12 months.
During the period in which any
<PAGE> 3
restricted Shares are subject to forfeiture restrictions, the Committee may, in
its discretion, grant to the Participant to whom such restricted Shares have
been awarded, all or any of the rights of a shareholder with respect to such
restricted Shares, including the right to vote such Shares and to receive
dividends with respect to such Shares.
(d) Performance Shares. Awards may be made in the form of Shares that are
earned only after the attainment of predetermined performance targets as
established by the Committee at the time an Award is made ("Performance
Shares"). A performance target shall be based upon one or any combination of the
following: (i) revenues of the Company; (ii) operating income of the Company;
(iii) net income of the Company; (iv) earnings per Share; (v) the Company's
return on equity; (vi) cash flow of the Company; (vii) Company shareholder total
return; (viii) return on assets; (ix) return on investment; (x) asset turnover;
(xi) liquidity; (xii) capitalization; (xiii) stock price; (xiv) expenses; (xv)
operating profit and margin; (xvi) retained earnings; (xvii) market share;
(xviii) sales to targeted customers; (xix) customer satisfaction; (xx) quality
measures; (xxi) productivity; (xxii) safety measures; or (xxiii) educational and
technical skills of employees. Performance targets may also be based on the
attainment of levels of performance of the Company and/or any of its affiliates
or divisions under one or more of the measures described above relative to the
performance of other businesses. The Committee shall be permitted to make
adjustments when determining the attainment of a performance target to reflect
extraordinary or nonrecurring items or events, or unusual nonrecurring gains or
losses identified in the Company's financial statements, as long as any such
adjustments are made in a manner consistent with Section 162(m) of the Code to
the extent applicable. Awards of Performance Shares made to Participants subject
to Section 162(m) of the Code are intended to qualify under Section 162(m) and
provisions of such Awards shall be interpreted in a manner consistent with that
intent to the extent appropriate. The foregoing provisions of this Section 5(d)
also shall be applicable to Awards of restricted Shares made under Section 5(c)
to the extent such Awards of restricted Shares are subject to the financial
performance of the Company. At the end of the applicable performance period,
Performance Shares shall be converted into Shares (or cash or a combination of
Shares and cash, as set forth in the Award Agreement) and distributed to
Participants based upon the applicable performance entitlement. Award payments
made in cash rather than the issuance of Shares shall not, by reason of such
payment in cash, result in additional Shares being available under the Plan.
(e) Stock Awards. Awards may be made in Shares or on a basis valued in
whole or in part by reference to, or otherwise based upon, Shares. Share awards
shall be subject to conditions established by the Committee and set forth in the
Award Agreement.
6. PAYMENT OF AWARDS; DEFERRALS
Payment of Awards may be made in the form of Shares, cash or a combination
of Shares and cash and may include such restrictions as the Committee shall
determine, including restrictions on transfer and forfeiture provisions. With
Committee approval, payments may be deferred, either in the form of installments
or a future lump sum payment. The Committee may permit Participants to elect to
defer payments of some or all types of Awards in accordance with procedures
established by the Committee to assure that such deferrals comply with
applicable requirements of the Code including the capability to make further
deferrals for payment after retirement. The Committee may also establish rules
and procedures for the crediting of interest on deferred cash payments and
dividend equivalents for deferred payments denominated in Shares.
7. TAX WITHHOLDING
The Company shall have the authority to withhold, or to require a
Participant to remit to the Company, prior to issuance or delivery of any Shares
or cash relating to an Award made under the Plan, an amount sufficient to
satisfy federal, state and local tax withholding requirements associated with
any Award. In addition, the Company may, in its sole discretion, permit a
Participant to satisfy any tax withholding requirements, in whole or in part, by
(i) delivering to the Company Shares held by such Participant having a Fair
Market Value equal to the amount of the tax or (ii) directing the Company to
retain Shares having such Fair Market Value and otherwise issuable to the
Participant under the Plan.
<PAGE> 4
8. TERMINATION OF EMPLOYMENT
If the employment of a Participant terminates for any reason, all
unexercised, deferred and unpaid Awards shall be exercisable or paid in
accordance with the applicable Award Agreement, which may provide that the
Committee may authorize, as it deems appropriate, the acceleration and/or
continuation of all or any part of Awards granted prior to such termination.
9. NONASSIGNABILITY
Except as may be otherwise provided in the relevant Award Agreement, no
Award or any benefit under the Plan shall be assignable or transferable, or
payable to or exercisable by, anyone other than the Participant to whom it was
granted.
10. CHANGE IN CONTROL
(a) In the event of a Change in Control (as defined below) of the Company,
and except as the Board may expressly provide otherwise, (i) all stock options
or SARs then outstanding shall become fully exercisable as of the date of the
Change in Control, whether or not then otherwise exercisable, (ii) all
restrictions and conditions of all Awards of restricted Shares then outstanding
shall be deemed satisfied as of the date of the Change in Control, and (iii) all
Awards of Performance Shares shall be deemed to have been fully earned as of the
date of the Change in Control.
(b) A "Change in Control" of the Company shall have occurred when any of
the following events shall occur:
(i) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and immediately after such
merger, consolidation or reorganization less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in the
aggregate by the holders of Voting Stock (as that term is hereafter
defined) of the Company immediately prior to such transaction;
(ii) The Company sells all or substantially all of its assets to any
other corporation or other legal person, less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such sale are held in the aggregate
by the holders of Voting Stock of the Company immediately prior to such
sale;
(iii) There is a report filed or required to be filed on Schedule 13D
on Schedule 14D-1 (or any successor schedule, form or report), each as
promulgated pursuant to the Exchange Act, disclosing that any person (as
the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act) has become the beneficial owner (as the term "beneficial
owner, is defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing 20% or more
of the combined voting power of the then-outstanding securities entitled to
vote generally in the election of directors of the Company ("Voting
Stock");
(iv) The Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in response
to Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) that a change in control of the Company has or may have
occurred or will or may occur in the future pursuant to any then-existing
contract or transaction; or
(v) If during any period of two consecutive years, individuals who at
the beginning of any such period constitute the Directors of the Company
cease for any reason to constitute at least a majority thereof, provided,
however, that for purposes of this clause (v), each Director who is first
elected, or first nominated for election by the Company's shareholders by a
vote of at least two-thirds of the Directors of the Company (or a committee
thereof) then still in office who were Directors of the Company at the
beginning of any such period will be deemed to have been a Director of the
Company at the beginning of such period.
<PAGE> 5
Notwithstanding the foregoing provisions of Section 10(b)(iii) or (iv)
hereof, unless otherwise determined in a specific case by majority vote of the
Board, a "Change in Control" shall not be deemed to have occurred for purposes
of the Plan solely because (i) the Company, (ii) an entity in which the Company
directly or indirectly beneficially owns 50% or more of the voting securities or
interest, or (iii) any Company-sponsored employee stock ownership plan or any
other employee benefit plan of the Company, either files or becomes obligated to
file a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Exchange Act, disclosing beneficial ownership
by it of shares of Voting Stock, whether in excess of 20% or otherwise, or
because the Company reports that a change in control of the Company has or may
have occurred or will or may occur in the future by reason of such beneficial
ownership.
11. ADJUSTMENTS UPON CHANGES OF CAPITALIZATION
In the event of any change in the outstanding Shares by reason of a
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the corporate
structure or Shares of the Company, the number of Shares as to which Awards may
be granted under the Plan, including limitations relating to incentive stock
option Awards and maximum Awards to individual Participants, the number of
Shares issuable pursuant to then outstanding Awards, and/or, if appropriate, the
prices of Shares related to outstanding Awards, shall be appropriately and
proportionately adjusted.
12. RIGHTS OF EMPLOYEES
Nothing in the Plan shall interfere with or limit in any way the right of
the Company or any subsidiary to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continued employment with the
Company or any subsidiary.
13. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN AND AWARDS
The Board may amend, suspend or terminate the Plan at any time, provided
that no such action shall be taken that would impair the rights under an
outstanding Award without the Participant's consent.
The Board may amend the terms of any outstanding Award, prospectively or
retroactively, but no such amendment shall impair the rights of any Participant
without the Participant's consent and no such amendment shall have the effect,
with respect to any employee subject to Section 162(m) of the Code, of
increasing the amount of any Award from the amount that would otherwise be
payable pursuant to the formula and/or goals previously established for such
Participant.
14. GOVERNING LAW
The Plan, together with all determinations and actions made or taken in
connection therewith, to the extent not otherwise governed by the Code or other
laws of the United States, shall be governed by the laws of the State of Ohio.
15. EFFECTIVE AND TERMINATION DATES
The Plan shall become effective on the date it is approved by the
shareholders of the Company. The Plan shall continue in effect until terminated
by the Board, at which time all outstanding Awards shall remain outstanding in
accordance with their applicable terms and conditions.
