<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
PARK-OHIO HOLDINGS CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PARK-OHIO HOLDINGS CORP.
23000 EUCLID AVENUE
EUCLID, OHIO 44117
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 2000 annual meeting of shareholders of
Park-Ohio Holdings Corp., an Ohio corporation (the "Company"), will be held at
Martin L. King, Jr. School for Law and Municipal Careers, 1651 East 71st Street,
Cleveland, Ohio, on Thursday, May 4, 2000, at 10:00 A.M., Cleveland Time, for
the following purposes:
1. Election of Directors. To elect three directors, as set forth in the
accompanying proxy statement, to serve for a term expiring at the annual
meeting of shareholders in the year 2003;
2. Other Business. To act on such other matters as may be properly brought
before the annual meeting or any adjournments, postponements or
continuations thereof.
Only shareholders of record at the close of business on March 8, 2000 are
entitled to notice of and to vote at the meeting.
All shareholders are invited to attend the annual meeting. To ensure your
representation at the annual meeting, however, you are urged to mark, sign and
return the enclosed proxy in the accompanying envelope, regardless of whether
you expect to attend the annual meeting. No postage is required if mailed in the
United States. Your proxy will not be used if you attend the annual meeting and
vote in person.
By Order of the Board of Directors
RONALD J. COZEAN
Secretary and General Counsel
March 24, 2000
<PAGE> 3
PARK-OHIO HOLDINGS CORP.
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 4, 2000
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the annual
meeting of shareholders of the Company to be held at Martin L. King, Jr. School
for Law and Municipal Careers, 1651 East 71st Street, Cleveland, Ohio, on
Thursday, May 4, 2000, at 10:00 A.M., Cleveland Time, and any and all
adjournments, postponements or continuations thereof. This proxy statement and
the accompanying Notice of 2000 Annual Meeting of Shareholders and proxy are
first being mailed to shareholders on or about March 30, 2000. A shareholder
giving a proxy may revoke it, without affecting any vote previously taken, by a
later appointment received by the Company or by giving notice to the Company in
writing or in open meeting. Attendance at the meeting will not in itself revoke
a proxy. Shares represented by properly executed proxies will be voted at the
meeting. If a shareholder has specified how the proxy is to be voted with
respect to a matter listed on the proxy it will be voted in accordance with such
specifications, and if no specification is made the executed proxy will be voted
"FOR" the election of the nominees for directors. The Company's Articles of
Incorporation do not provide for cumulative voting in the election of directors.
The record date for the determination of shareholders entitled to notice of
and to vote at the 2000 annual meeting is March 8, 2000. As of March 8, 2000,
there were issued and outstanding 10,549,791 shares of the Company's common
stock, par value $1.00 per share (the "Common Stock"). Each share has one vote.
So far as the Company is aware, no matters other than those described in
this proxy statement will be presented to the meeting for action on the part of
the shareholders. If any other matters are properly brought before the meeting,
it is the intention of the persons named in the accompanying proxy to vote the
shares to which the proxy relates thereon in accordance with their best
judgment. Abstentions and broker non-votes will be counted as present at the
meeting for purposes of determining a quorum, but will not be counted as voting,
except as otherwise required by law and indicated herein.
The cost of soliciting proxies, including the charges and expenses incurred
by persons holding shares in their name as nominee for the forwarding of proxy
materials to the beneficial owners of such shares, will be borne by the Company.
Proxies may be solicited by officers and employees of the Company, by letter, by
telephone or in person. Such individuals will not be additionally compensated
but may be reimbursed by the Company for reasonable out-of-pocket expenses
incurred in connection therewith. In addition, the Company has retained Morrow &
Co., Inc., a professional proxy soliciting firm, to assist in the solicitation
of proxies and will pay such firm a fee, estimated to be $4,000, plus
reimbursement of out-of-pocket expenses.
1
<PAGE> 4
ELECTION OF DIRECTORS
GENERAL
The authorized number of directors of the Company is presently fixed at
nine, divided into three classes of three members, respectively. The directors
of each class are elected for three-year terms so that the term of office of one
class of directors expires at each annual meeting. One vacancy presently exists
in the class of directors whose term of office is due to expire at the 2001
annual meeting.
The terms of office of Matthew V. Crawford, Lewis E. Hatch, Jr. and
Lawrence O. Selhorst will expire on the day of the 2000 annual meeting, upon
election of successors. The Board of Directors has nominated each such director
to be re-elected for a three-year term and until his successor is elected and
qualified. The persons named in the accompanying proxy will vote the proxies
received by them (unless authority to vote is withheld) for the election of
Matthew V. Crawford, Lewis E. Hatch, Jr. and Lawrence O. Selhorst. If any
nominee is not available at the time of election, the proxy holders may vote in
their discretion for a substitute or such vacancy may be filled later by the
Board. The Company has no reason to believe any nominee will be unavailable.
RECOMMENDATION AND VOTE REQUIRED
The affirmative vote of a plurality of the shares of Common Stock
represented at the meeting is required to elect Matthew V. Crawford, Lewis E.
Hatch, Jr. and Lawrence O. Selhorst as directors of the Company to serve until
the annual meeting of shareholders in the year 2003.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" MATTHEW V.
CRAWFORD, LEWIS E. HATCH, JR. AND LAWRENCE O. SELHORST AS DIRECTORS.
BIOGRAPHICAL INFORMATION
Information is set forth below regarding the nominees for election and the
directors who will continue in office as directors of the Company after the
meeting, including their ages, principal occupations during the past five years
and other directorships presently held. Also set forth is the date each was
first elected as a director of the Company or a corporation that has been merged
into the Company.
2
<PAGE> 5
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION
- ----------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------
<S> <C> <C>
Matthew V. Crawford 30 Director of the Company since 1997; Assistant Secretary and
Corporate Counsel of the Company since February, 1995;
President of Crawford Container Company since 1991; Mr. E.
Crawford is the father of Mr. M. Crawford
Lewis E. Hatch, Jr.+# 73 Director of the Company since 1992; Business Consultant;
former Chairman Image Max, Inc.; former Chairman and Chief
Operating Officer, Rusch International (international
medical device company); Director, ImageMax, Inc.
Lawrence O. Selhorst# 67 Director of the Company since 1995; Chairman of the Board
and Chief Executive Officer of American Spring Wire Corp.
(spring wire manufacturer) since 1968; former Chairman of
the Board of RB&W Corporation from September, 1992 to March,
1995
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2001
- ----------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------
<S> <C> <C>
Edward F. Crawford* 60 Director, Chairman and Chief Executive Officer of the
Company since 1992; President of the Company since 1997;
Chairman and Chief Executive Officer, Crawford Group, Inc.
(manufacturing businesses) since 1964; Director of
Continental Global Group, Inc. and Lesco Inc.
James W. Wert*# 53 Director of the Company since 1992; retired, former Senior
Executive Vice President and Chief Investment Officer,
KeyCorp (financial services company) from August, 1995 to
July, 1996; Chief Financial Officer, KeyCorp from 1994 to
1995; Vice Chairman and Chief Financial Officer, Society
Corporation (financial services company) from 1990 to 1994;
Director of Continental Global Group, Inc., Marlin Leasing
Corporation and Paragon Corporate Holdings, Inc.
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2002
- ----------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------
<S> <C> <C>
Kevin R. Greene+ 41 Director of the Company since 1998; Chairman and Chief
Executive Officer of Value Investing Partners, Inc.
(international investment banking firm) since 1992; Chairman
of Capital Resource Advisers LLC (pension consultant) since
1999; formerly a management consultant with McKinsey &
Company; President of Board of Trustees of Oratory Prep in
Summit, NJ
Thomas E. McGinty*+ 70 Director of the Company since 1986; President, Belvoir
Consultants, Inc. (management consultants) since 1983
Felix J. Tarorick 57 Director of the Company since 1998; Vice Chairman of the
Company since 1998 and Vice President of Operations of the
Company since 1996; President of the Company's former
Consumer Products Group from 1992 to 1995
</TABLE>
- ---------------
* Member, Executive Committee
+ Member, Audit Committee
# Member, Compensation Committee
3
<PAGE> 6
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock of the Company by: (i) each person (or
group of affiliated persons) known to the Company to be the beneficial owner of
more than five percent of the outstanding Common Stock; (ii) each director of
the Company; (iii) each Named Executive Officer individually; and (iv) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, the information is as of March 1, 2000 and the nature of beneficial
ownership consists of sole voting and investment power.
<TABLE>
<CAPTION>
SHARES OF PERCENT
NAME OF BENEFICIAL OWNER COMMON STOCK OF CLASS
------------------------ -------------------- --------
<S> <C> <C>
Edward F. Crawford.................................. 2,805,000(a)(b) 25.6%
Matthew V. Crawford................................. 681,933(b)(c) 6.5%
Thomas E. McGinty................................... 135,850(d) 1.3%
Felix J. Tarorick................................... 93,167(c) *
James W. Wert....................................... 79,000(d) *
James S. Walker..................................... 58,267(c) *
Lawrence O. Selhorst................................ 55,701(d) *
Ronald J. Cozean.................................... 38,000(c) *
Lewis E. Hatch, Jr.................................. 32,060(e) *
Patrick W. Fogarty.................................. 25,000(c) *
Kevin R. Greene..................................... 22,000(e) *
GAMCO Investors, Inc................................ 1,444,635(f) 13.7%
Capital Research and Management Company............. 850,000(g) 8.1%
Dimensional Fund Advisors, Inc...................... 775,817(h) 7.4%
Directors and executive officers as a group (11
persons).......................................... 3,977,978 35.5%
</TABLE>
- ---------------
* Less than one percent.
(a) The total includes 2,325,000 shares over which Mr. E. Crawford has sole
voting and investment power, 22,500 shares owned by L'Accent de Provence of
which Mr. E. Crawford is President and owner of 25% of its capital stock and
over which Mr. E. Crawford shares voting and investment power, 9,500 shares
owned by Mr. E. Crawford's wife as to which Mr. E. Crawford disclaims
beneficial ownership, and 400,000 shares subject to stock options currently
exercisable. The address of Mr. E. Crawford is the business address of the
Company.
(b) Messrs. E. Crawford and M. Crawford have shared voting power and investment
power with respect to 48,000 shares held by a charitable foundation. The
48,000 shares are included in the beneficial ownership amounts reported for
both Mr. E. Crawford and Mr. M. Crawford. The address of Mr. M. Crawford is
the business address of the Company.
(c) The totals for Messrs. M. Crawford, Tarorick, Walker, Cozean, and Fogarty
include 28,333 shares, 40,667 shares, 39,167 shares, 38,000 shares, and
25,000 shares, respectively, of Common Stock issuable pursuant to currently
exercisable stock options.
(d) Includes 24,000 shares of Common Stock issuable pursuant to currently
exercisable stock options.
4
<PAGE> 7
(e) The totals for Messrs. Hatch and Greene include 18,000 shares and 12,000
shares, respectively, of Common Stock issuable pursuant to currently
exercisable stock options.
(f) Based on information set forth on Amendment No. 8 to Schedule 13D dated
March 13, 2000. Includes 1,225,081 shares held by GAMCO Investors, Inc.,
198,715 shares held by Gabelli Funds, LLC, 10,000 shares held by Gabelli
International Limited, 7,500 shares held by Gabelli Performance Partnership
L.P., and 3,339 shares held by Mr. Mario J. Gabelli, as of March 13, 2000.
Gabelli Group Capital Partners, Inc. is the ultimate parent holding company
for the above listed companies, and Mr. Mario J. Gabelli is the majority
owner of Gabelli Group Capital Partners, Inc. which has its principal
business office at One Corporate Center, Rye, New York 10580.
(g) Based on information set forth on Amendment No. 1 to Schedule 13G dated
February 10, 2000. Capital Research and Management Company ("Capital"), a
registered investment adviser, reported no voting power and sole investment
power over 850,000 shares, but disclaimed beneficial ownership of all such
shares, as of December 31, 1999. The address for Capital is 333 South Hope
Street, Los Angeles, California 90071.
(h) Based on information set forth on Schedule 13G dated February 11, 2000.
Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, furnishes investment advice to four investment companies and serves
as investment manager to certain other investment vehicles, including
commingled group trusts (the "Portfolios"). Dimensional reported beneficial
ownership of 775,817 shares as of December 31, 1999, all of which shares
were held by the Portfolios. Dimensional reported sole voting and investment
power with respect to all of such shares, but disclaimed beneficial
ownership of all such shares. The address for Dimensional is 1299 Ocean
Avenue, 11th Floor, Santa Monica, California 90401.
5
<PAGE> 8
CERTAIN MATTERS PERTAINING TO THE BOARD OF DIRECTORS
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has established an Executive Committee, an Audit
Committee, a Compensation Committee and an Outside Directors Committee. The
Board has no standing nominating committee. During 1999, the Board held three
meetings, the Audit Committee, the Compensation Committee, and the Outside
Directors Committee, each held two meetings and the Executive Committee held no
meetings. During 1999, each of the directors attended at least 75% of the
meetings of the Board and of any committee on which he served, except for Mr.
McGinty.
Except as otherwise provided in the Company Regulations, the Executive
Committee has all powers and rights necessary to exercise the full authority of
the Board of Directors in the management of the business and affairs of the
Company when necessary in between meetings of the Board of Directors. The
Executive Committee consists of Messrs. E. Crawford, McGinty and Wert, with Mr.
McGinty as its chairman.
The Audit Committee is primarily concerned with the effectiveness of the
Company's accounting policies and practices, financial reporting and internal
controls. The Audit Committee is authorized to: (i) make recommendations to the
Board of Directors regarding the engagement of the Company's independent
accountants; (ii) review the plan, scope and results of the annual audit, the
independent auditors' letter of comments and management's response thereto, and
the scope of any nonaudit services which may be performed by the independent
auditors; (iii) manage the Company's policies and procedures with respect to
internal accounting and financial controls; and (iv) review any changes in
accounting policy. The Audit Committee consists of Messrs. Hatch, Greene and
McGinty, with Mr. Hatch as its chairman.
The Compensation Committee is authorized and directed to: (i) review and
approve the compensation and benefits of the executive officers; (ii) review and
approve the annual salary plans; (iii) review management organization and
development; (iv) review and advise management regarding the benefits, including
bonuses, and other terms and conditions of employment of other employees; and
(v) administer any stock option plans which may be adopted and the granting of
options under such plans. The Compensation Committee consists of Messrs. Hatch,
Selhorst and Wert, with Mr. Selhorst as its chairman.
The Outside Directors Committee is authorized to review corporate
governance matters, including any potential conflict of interest that may arise
involving certain, if any, employee directors. The Outside Directors Committee
consists of Messrs. Greene, Hatch, McGinty, Selhorst and Wert, with Mr. Wert as
its chairman.
COMPENSATION OF THE BOARD OF DIRECTORS
The Company compensates non-employee directors for serving on the Board of
Directors and reimburses them for any expenses incurred in connection with Board
of Directors meetings. During 1999, non-employee directors, except Mr. Hatch,
received compensation in the form of grants of options for 6,000 shares of
Common Stock in accordance with the Company's 1996 Non-employee Director Stock
Option Plan approved by the shareholders of the Company at the 1996 Annual
Meeting. Mr. Hatch received $20,000 in lieu of stock option grants. In addition,
each of the non-employee directors received $15,000 for work performed on a
special project.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth the respective amounts of compensation paid
to the Chairman of the Board and Chief Executive Officer and the four other
highest paid executive officers of the Company (collectively, the "Named
Executive Officers") for each of the years indicated.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------- ------------
SECURITIES
UNDERLYING
NAME AND OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SARS(#)(1) COMPENSATION($)(2)
------------------ ---- --------- -------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Edward F. Crawford 1999 500,000 500,000 0 164
Chairman of the Board, Chief 1998 500,000 25,000 0 164
Executive Officer and President 1997 225,000 80,000 0 164
Felix J. Tarorick 1999 180,000 70,000 14,000 3,164
Vice Chairman of the Board and 1998 150,000 55,000 2,000 3,164
Vice President of Operations 1997 150,000 50,000 0 3,164
James S. Walker 1999 190,000 15,000 0 3,164
Vice President and 1998 170,000 30,000 2,000 3,164
Chief Financial Officer 1997 170,000 36,250 0 3,164
Ronald J. Cozean 1999 130,000 0 10,000 2,764
Secretary and General Counsel 1998 100,000 25,000 3,000 2,664
1997 100,000 25,000 0 2,664
Patrick W. Fogarty 1999 120,000 40,000 10,000 3,164
Director of Corporate Development 1998 110,000 35,000 3,000 3,064
1997 110,000 35,000 0 3,064
</TABLE>
- ---------------
(1) Reflects the number of shares of Common Stock covered by stock options
granted during the years shown. No stock appreciation rights ("SARs") were
granted to the Named Executive Officers during the years shown.
(2) For the year ended December 31, 1999, all other compensation includes
contributions made by the Company under the Company's Supplemental Defined
Contribution Plan as follows: Mr. Tarorick $3,000 and Mr. Walker $3,000, and
under the Company's Individual Account Retirement Plan: Mr. Cozean $2,600
and Mr. Fogarty $3,000; and insurance premiums of $164 paid by the Company
to each of the Named Executive Officers.
STOCK BASED COMPENSATION, INCLUDING OPTIONS
At the 1998 Annual Meeting, the shareholders approved the 1998 Long-Term
Incentive Plan (the "1998 Plan") that permits the granting of stock options
(either "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code or nonstatutory stock options), stock appreciation rights,
restricted shares, performance shares or stock awards. The 1998 Plan is
administered by the Compensation Committee of the Board of Directors, which has
authority to select officers and key employees to be participants and to
determine the type and number of awards to be granted.
The number of shares currently available for grant under the 1998 Plan
shall not exceed 550,000, subject to adjustment under certain circumstances when
the number of outstanding shares changes. The option price for stock options
granted under the 1998 Plan is fixed by the Compensation Committee, but in no
event will it be less than the fair market value of the Company's Common Stock
on the date of grant. The 1998 Plan continues in effect until terminated by the
Board of Directors.
7
<PAGE> 10
The Compensation Committee granted stock options during 1999 under the 1998
Plan. The following tables set forth information regarding the grant of stock
options to Named Executive Officers in 1999 and the value of unexercised options
as of December 31, 1999.
OPTION/SAR GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE AT
UNDERLYING SARS ASSUMED ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO PRICE APPRECIATION FOR OPTION
SARS EMPLOYEES EXERCISE TERM(3)
GRANTED(#) IN FISCAL OR BASE EXPIRATION ------------------------------
NAME (1) YEAR PRICE($/SH)(2) DATE 0%($) 5%($) 10%($)
---- ---------- ---------- -------------- ---------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Ronald J. Cozean 10,000 10% 9.75 10/22/09 0 61,320 155,390
Edward F. Crawford 0 0% N/A N/A N/A N/A N/A
Patrick W. Fogarty 10,000 10% 9.75 10/22/09 0 61,320 155,390
Felix J. Tarorick 14,000 14% 9.75 10/22/09 0 85,850 217,550
James S. Walker 0 0% N/A N/A N/A N/A N/A
</TABLE>
- ---------------
(1) Options become exercisable to the extent of 33 1/3% of the subject shares
after one year from the date of grant, 66 2/3% after two years from the date
of grant, and 100% after three years from the date of grant.
(2) Represents the NASDAQ closing price on the day prior to grant.
(3) The assumed rates of appreciation are not intended to represent either past
or future appreciation rates with respect to the Company's Common Stock. The
rates are prescribed in the applicable Commission rules for use by all
companies for the purpose of this table.
AGGREGATED OPTION/SAR EXERCISES IN 1999
AND DECEMBER 31, 1999 OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Ronald J. Cozean None N/A 38,000/ 12,000 $ 0/$1,250
Edward F. Crawford None N/A 300,000/200,000 $ 0/$ 0
Patrick W. Fogarty None N/A 25,000/ 12,000 $ 0/$1,250
Felix J. Tarorick None N/A 40,667/ 15,333 $ 11,250/$1,750
James S. Walker None N/A 39,167/ 1,333 $ 10,125/$ 0
</TABLE>
- ---------------
(1) The "Value of Unexercised In-the-Money Options/SARs at December 31, 1999"
was calculated by determining the difference between the fair market value
of the underlying Common Stock at December 31, 1999 (the Nasdaq closing
price of the Park-Ohio Common Stock on December 31, 1999 was $9.875) and the
exercise price of the option. An option is "In-the-Money" when the fair
market value of the underlying Park-Ohio Common Stock exceeds the exercise
price of the option.
8
<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Company has structured its executive compensation program to support
the objectives and entrepreneurial culture of the Company. The Compensation
Committee's policy is to provide executive officers with a base salary, with an
opportunity for each executive to earn a bonus based on merit. In addition, the
Compensation Committee aligns the interests of executives with the long-term
interests of the Company's shareholders by awarding stock based compensation.
Historically, stock based compensation has been exclusively in the form of stock
options. At the Company's 1998 Annual Meeting, the shareholders approved the
1998 Long-Term Incentive Plan ("1998 Plan"). In accordance with the 1998 Plan,
future awards of stock based compensation may be in the form of stock options,
stock appreciation rights, restricted shares, performance shares or stock
awards.
Base salaries for executive officers are intended to be competitive in the
employment market. Bonuses and grants of stock based compensation are made to
executives, other than the Chief Executive officer and the Vice President of
Operations, based upon the Chief Executive Officer's recommendation to the
Compensation Committee, which is subjectively based upon each executive's
contribution and anticipated contribution to the achievement of the Company's
financial and strategic objectives. The Vice President of Operations' bonus is
determined based on the operating profit of the businesses which he principally
oversees. The CEO's bonus is determined by the Compensation Committee. For 1999,
a new bonus program was implemented for the CEO based on the net income of the
Company.
Mr. Crawford, Chairman, Chief Executive Officer, and President, Mr.
Tarorick, Vice President of Operations, Mr. Walker, Vice President and Chief
Financial Officer, Mr. Cozean, Secretary and General Counsel, and Mr. Fogarty,
Director of Development are the named executive officers of the Company. During
1999, the base salaries for all named executive officers, except Mr. Crawford,
were increased from 1998. The Committee increased the base salaries on the
recommendation of Mr. Crawford after reviewing competitive salary survey data.
Mr. Crawford recommended that Messrs. Walker and Fogarty receive bonuses of
$15,000, and $40,000, respectively. The Committee approved these bonuses. The
Committee approved a bonus of $70,000 for Mr. Tarorick based on the operating
profits of the companies he oversees. Mr. Crawford recommended that Mr. Tarorick
receive 14,000 stock options and Messrs. Cozean and Fogarty receive 10,000 stock
options under the 1998 Plan. The Committee approved these grants.
The Compensation Committee approved a $500,000 bonus for Mr. Crawford for
1999. No options were granted to Mr. Crawford in 1999.
The Board of Directors' general philosophy is to "qualify" future annual
and long-term incentive plans for tax deductibility wherever appropriate,
recognizing that, under certain circumstances, the limit imposed by Section
162(m) of the Internal Revenue Code may be exceeded.
During 1999, the members of the Compensation Committee were:
Lewis E. Hatch, Jr.
Lawrence O. Selhorst, Chairman
James W. Wert
9
<PAGE> 12
PERFORMANCE COMPARISONS
The graph and chart set forth below compare the cumulative total
shareholder return of the Company's Common Stock for the five years ended
December 31, 1999 to (a) the Total Return Index for the Nasdaq Stock Market
(U.S. Companies), and (b) the S&P SmallCap Performance 600. In all cases shown,
the chart assumes the investment of $100 on December 31, 1994 and the
reinvestment of all dividends.
The Company has chosen the S&P SmallCap Performance 600 Index as an index
of issuers with similar market capitalizations because the Company does not
believe it can reasonably identify a peer group or select an appropriate
published industry or line-of-business index. Such industry or line-of-business
indices are comprised primarily of either retailers or manufacturers whose
business is not substantially similar to the Company's businesses.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
PARK-OHIO, NASDAQ STOCK MARKET (U.S. COMPANIES) AND
SELF-DETERMINED PEER GROUP
[GRAPH]
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET S&P SMALLCAP
PARK-OHIO (U.S. COMPANIES)(1) PERFORMANCE 600
--------- ------------------- ---------------
<S> <C> <C> <C>
1994 $100.0 $100.0 $100.0
1995 125.2 141.3 128.6
1996 100.0 173.9 154.5
1997 141.7 213.1 192.4
1998 117.5 300.2 188.4
1999 $ 76.7 $542.4 $210.0
</TABLE>
- ---------------
(1) The index is issued by the University of Chicago Graduate School of
Business, Center for Research in Security Prices.
10
<PAGE> 13
CERTAIN TRANSACTIONS
GAMCO, a wholly-owned subsidiary of the Company, leases space in three
buildings in Conneaut, Ohio: (i) a 91,500 square foot facility owned by a
company owned by Mr. M. Crawford, at a monthly rent of $27,000; (ii) an
additional 70,000 square foot attached facility owned by the same company, at a
monthly rate of $9,000; and (iii) a separate 50,000 square foot facility owned
by Mrs. E. Crawford, at a monthly rent of $3,000. Ajax leases a facility in
Cleveland, Ohio at a monthly rent of $20,833. This facility is owned by a
corporation whose shareholder is Mr. M. Crawford.
The Company believes that the foregoing transactions were all on terms at
least as favorable to the Company as if negotiated on an arms-length basis with
unrelated third parties.
APPOINTMENT OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, the Board of Directors has
appointed Ernst & Young LLP independent public accountants, to audit and report
on the consolidated financial statements of the Company for the fiscal year
ending December 31, 2000, and to perform such other services as may be required
of them. In making its recommendation, the Audit Committee reviewed both the
audit scope and estimated fees of Ernst & Young for the audit of the 1999
financial statements.
Representatives of Ernst & Young will have an opportunity to make a
statement at the Annual Meeting, if they so desire, and will be available to
respond to appropriate shareholders' questions.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Any shareholder who intends to present a proposal at the 2001 annual
meeting must give notice, in compliance with Section 6 of the Company
Regulations, to the Secretary of the Company at 23000 Euclid Avenue, Cleveland,
Ohio 44117. The notice must be received by March 3, 2001. To have the proposal
included in the Company's proxy statement and form of proxy for that meeting,
the shareholder must, in addition to complying with the applicable laws and
regulations governing the submission of such proposals, deliver the proposal in
writing to the Secretary of the Company for consideration not later than
December 1, 2000.
ANNUAL REPORT
The integrated Annual Report and Form 10-K of the Company for the year
ended December 31, 1999 is being mailed to each shareholder of record with this
Proxy Statement. Additional copies may be obtained from the undersigned.
PARK-OHIO HOLDINGS CORP.
RONALD J. COZEAN
Secretary and General Counsel
March 24, 2000
11
<PAGE> 14
DIRECTIONS TO MARTIN LUTHER KING, JR.
SCHOOL FOR LAW AND MUNICIPAL CAREERS
1651 EAST 71ST ST.
CLEVELAND, OHIO 44103
FROM I-90/SHOREWAY:
Exit at East 55th Street and proceed South until Hough
Avenue (several streets North of Chester)
At Hough Avenue, turn left (East)
Continue on Hough Avenue until East 71st Street
At East 71st Street turn left (North)
Martin Luther King, Jr. School will be on right side of
street
Pass school and continue on East 71st Street to Lexington
Avenue, first traffic light
At Lexington Avenue, turn right (East)
Enter facility using second driveway on right
FROM DOWNTOWN:
Taking Chester Avenue East, proceed until East 55th Street
At East 55th Street, turn left (North)
Proceed North several streets until Hough Avenue
At Hough Avenue, turn right (East)
Continue on Hough Avenue until East 71st Street
At East 71st Street turn left
Martin Luther King, Jr. School will be on right side of
street
Pass school and continue on East 71st Street to Lexington
Avenue, first traffic light
At Lexington Avenue, turn right (East)
Enter facility using second driveway on right
- STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING
SITE.
- PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO INVESTOR
RELATIONS DEPARTMENT AT 216-692-7200.
DETACH CARD
- --------------------------------------------------------------------------------
[PARK-OHIO HOLDINGS CORP. LOGO]
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
James W. Wert and Kevin R. Greene or either of them, are hereby
authorized, with full power of substitution, to represent and
vote the Common Stock of the undersigned at the annual meeting
of shareholders of Park-Ohio Holdings Corp. to be held at
Martin Luther King, Jr. School Auditorium, 1651 East 71st St.,
P Cleveland, Ohio 44103 on May 4, 2000, and any and all
adjournments, postponements or continuations thereof.
R IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, SHARES
REPRESENTED HEREBY WILL BE VOTED IN THE MANNER SPECIFIED BY THE
O SHAREHOLDER. IF NO SPECIFICATION IS MADE, SHARES WILL BE VOTED
FOR THE ELECTION OF THE PERSONS NOMINATED AS DIRECTORS PURSUANT
X TO THE PROXY STATEMENT AND FOR THE OTHER PROPOSALS INDICATED.
1. THE ELECTION OF DIRECTORS
Y
FOR all nominees listed below [ ] WITHHOLD
(except as otherwise marked below) AUTHORITY [ ]
to vote for all
nominees listed below
Matthew V. Crawford, Lewis E. Hatch, Jr., and Lawrence
O. Selhorst
(Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name.)
2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF
(Continued and to be signed, on the reverse side)
<PAGE> 15
DETACH CARD
- --------------------------------------------------------------------------------
Proxy No. (Continued from reverse side) Common Shares
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
DATE: , 2000
--------------------------
--------------------------
(Sign here)
NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
<PAGE> 16
DIRECTIONS TO MARTIN LUTHER KING, JR.
SCHOOL FOR LAW AND MUNICIPAL CAREERS
1651 EAST 71ST ST.
CLEVELAND, OHIO 44103
FROM I-90/SHOREWAY:
Exit at East 55th Street and proceed South until Hough
Avenue (several streets North of Chester)
At Hough Avenue, turn left (East)
Continue on Hough Avenue until East 71st Street
At East 71st Street turn left (North)
Martin Luther King, Jr. School will be on right side of
street
Pass school and continue on East 71st Street to Lexington
Avenue, first traffic light
At Lexington Avenue, turn right (East)
Enter facility using second driveway on right
FROM DOWNTOWN:
Taking Chester Avenue East, proceed until East 55th Street
At East 55th Street, turn left (North)
Proceed North several streets until Hough Avenue
At Hough Avenue, turn right (East)
Continue on Hough Avenue until East 71st Street
At East 71st Street turn left
Martin Luther King, Jr. School will be on right side of
street
Pass school and continue on East 71st Street to Lexington
Avenue, first traffic light
At Lexington Avenue, turn right (East)
Enter facility using second driveway on right
- STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING
SITE.
- PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO INVESTOR
RELATIONS DEPARTMENT AT 216-692-7200.
DETACH CARD
- --------------------------------------------------------------------------------
[PARK-OHIO HOLDINGS CORP. LOGO]
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
To Key Trust Company of Ohio, N.A., Trustee of the Individual
V Account Retirement Plan of Park-Ohio Industries, Inc. and Its
Subsidiaries (the "Plan"): The undersigned, a participant in
O the Plan, hereby directs the Trustee to vote in person or by
proxy (a) all common shares of Park-Ohio Holdings Corp.
T credited to the undersigned's account under the Plan on the
record date ("allocated shares"); and (b) the proportionate
I number of common shares of Park-Ohio Holdings Corp. allocated
to the accounts of other participants in the Plan, but for
N which the Trustee does not receive valid voting instructions
("non-directed shares") and as to which the undersigned is
G entitled to direct the voting in accordance with the Plan
provisions at the annual meeting of shareholders of Park-Ohio
I Holdings Corp. to be held at Martin Luther King, Jr. School
Auditorium, 1651 East 71st St., Cleveland, Ohio 44103, on May
N 4, 2000, and any and all adjournments, postponements, or
continuations thereof. Under the Plan, shares allocated to the
S accounts of participants for which the Trustee does not receive
timely directions in the form of a signed voting instruction
T card are voted by the Trustee as directed by the participants
who timely tender a signed voting instruction card. By
R completing this Confidential Voting Instruction Card and
returning it to the Trustee, you are authorizing the Trustee to
U vote allocated shares and a proportionate amount of the
non-directed shares held in the Plan. The number of
C non-directed shares for which you may instruct the Trustee to
vote will depend on how many other participants exercise their
T right to direct the voting of their allocated shares. Any
participant wishing to vote the nondirected shares differently
I from the allocated shares may do so by requesting a separate
voting instruction card from the Trustee at (216) 689-3685.
O
IF THIS CONFIDENTIAL VOTING INSTRUCTION CARD IS PROPERLY
N EXECUTED AND RETURNED, SHARES REPRESENTED HEREBY WILL BE VOTED
IN THE MANNER SPECIFIED BY THE PARTICIPANT.
S 1. THE ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as otherwise marked below) to vote for all
nominees listed below
Matthew V. Crawford, Lewis E. Hatch, Jr., and Lawrence
O. Selhorst
(Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name.)
2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF
(Continued and to be signed, on the reverse side)
<PAGE> 17
DETACH CARD
- --------------------------------------------------------------------------------
Proxy No. (Continued from reverse side) Common Shares
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
DATE: , 2000
--------------------------
--------------------------
(Sign here)
NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
<PAGE> 18
DIRECTIONS TO MARTIN LUTHER KING, JR.
SCHOOL FOR LAW AND MUNICIPAL CAREERS
1651 EAST 71ST ST.
CLEVELAND, OHIO 44103
FROM I-90/SHOREWAY:
Exit at East 55th Street and proceed South until Hough
Avenue (several streets North of Chester)
At Hough Avenue, turn left (East)
Continue on Hough Avenue until East 71st Street
At East 71st Street turn left (North)
Martin Luther King, Jr. School will be on right side of
street
Pass school and continue on East 71st Street to Lexington
Avenue, first traffic light
At Lexington Avenue, turn right (East)
Enter facility using second driveway on right
FROM DOWNTOWN:
Taking Chester Avenue East, proceed until East 55th Street
At East 55th Street, turn left (North)
Proceed North several streets until Hough Avenue
At Hough Avenue, turn right (East)
Continue on Hough Avenue until East 71st Street
At East 71st Street turn left
Martin Luther King, Jr. School will be on right side of
street
Pass school and continue on East 71st Street to Lexington
Avenue, first traffic light
At Lexington Avenue, turn right (East)
Enter facility using second driveway on right
- STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING
SITE.
- PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO INVESTOR
RELATIONS DEPARTMENT AT 216-692-7200.
DETACH CARD
- --------------------------------------------------------------------------------
[PARK-OHIO HOLDINGS CORP. LOGO]
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
Elizabeth A. Boris, Ronald J. Cozean, and James S. Walker, or
V any of them, Trustees of RB&W Corporation Employee Stock
Ownership Plan (the "Plan"), are hereby authorized, with full
O power of substitution, to represent and vote the Common Stock
of the undersigned Plan Participant at the annual meeting of
T shareholders of Park-Ohio Holdings Corp. to be held at Martin
Luther King, Jr. School Auditorium, 1651 East 71st St.,
I Cleveland, Ohio 44103 on May 4, 2000, and any and all
adjournments, postponements or continuations thereof.
N IF THIS CONFIDENTIAL VOTING INSTRUCTION CARD IS PROPERLY
EXECUTED AND RETURNED, SHARES REPRESENTED HEREBY WILL BE VOTED
G IN THE MANNER SPECIFIED BY THE PLAN PARTICIPANT. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF
I THE PERSONS NOMINATED AS DIRECTORS PURSUANT TO THE PROXY
STATEMENT AND FOR THE OTHER PROPOSALS INDICATED.
N 1. THE ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
S (except as otherwise marked below) to vote for all
nominees listed below
T Matthew V. Crawford, Lewis E. Hatch, Jr., and Lawrence
O. Selhorst
R (Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
U name.)
2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
C UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
T THEREOF
I (Continued and to be signed, on the reverse side)
O
N
S
<PAGE> 19
DETACH CARD
- --------------------------------------------------------------------------------
Proxy No. (Continued from reverse side) Common Shares
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
DATE: , 2000
--------------------------
--------------------------
(Sign here)
NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
