Park Ohio Industries Inc/OH – ‘424B4’ on 7/27/99

On:  Tuesday, 7/27/99   ·   Accession #:  950152-99-6249   ·   File #:  333-83117

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Prospectus   —   Rule 424(b)(4)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B4       Park Ohio Industries 424(B)(4)                       138    715K 

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                                            Filed Pursuant To Rule 424(B)4
                                        Registration No. 333-83117
PROSPECTUS                                                                      
                                                                  PARK OHIO LOGO

$200,000,000

PARK-OHIO INDUSTRIES, INC.

OFFER TO EXCHANGE ALL OUTSTANDING 
9 1/4% SENIOR SUBORDINATED NOTES DUE 2007 
THAT WERE ORIGINALLY ISSUED ON JUNE 2, 1999 OR NOVEMBER 25, 1997
FOR NEW 9 1/4% SENIOR SUBORDINATED NOTES DUE 2007 
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., 
NEW YORK CITY TIME, ON AUGUST 26, 1999

        - Interest on the notes accrues at an annual rate of 9 1/4% and will
be paid twice a year, beginning December 1, 1999.       

         - The terms of the notes are the same as the terms of the outstanding
          notes that we issued in a private offering on June 2, 1999, except
           that the new notes will not be subject to the transfer restrictions
imposed by federal securities laws.                     

        - The notes will rank below all of our senior debt. Therefore, if we
            default, your right to payment under the notes will be junior to any
of our senior debt.                                     

          - We will exchange all outstanding notes that are validly tendered and
are not withdrawn before this exchange offer expires.   

         - You may withdraw your tender of notes at any time before August 26,
1999, the expiration date of this exchange offer.       

  - Your exchange of an outstanding note for a new note will not
           constitute a taxable exchange for U.S. federal income tax purposes.

      - You may tender your notes only in denominations of $1,000 and in
multiples of $1,000.                                    

          - The exchange offer is subject only to the condition that it does not
            violate applicable law or any applicable interpretation of the staff
of the Securities and Exchange Commission.              

- We will not receive any proceeds from this exchange offer.

THIS EXCHANGE OFFER APPLIES TO ALL OF OUR OUTSTANDING 9 1/4% SENIOR   
SUBORDINATED NOTES DUE 2007, SERIES B AND SERIES C INCLUDING THE $150,000,000 OF
NOTES ORIGINALLY ISSUED ON NOVEMBER 25, 1997 AND THE $50,000,000 OF NOTES       
ORIGINALLY ISSUED ON JUNE 2, 1999.                                              

------------------------

  Please carefully consider the "Risk Factors" beginning on page 9 of this
prospectus.                                                                     

------------------------

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE NOTES OR DETERMINED THAT THIS   
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

The date of this prospectus is July 27, 1999. 

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TABLE OF CONTENTS 

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                                                                PAGE
                                                                ----
                                                                    
FORWARD-LOOKING STATEMENTS..................................     iv 

WHERE YOU CAN FIND MORE INFORMATION.........................     iv 

PROSPECTUS SUMMARY..........................................      1 
     Park-Ohio..............................................      1 
     Recent Developments....................................      1 
     The Exchange Offer.....................................      2 
     The Notes..............................................      5 
     Ratio of Earnings to Fixed Charges.....................      6 
     Risk Factors...........................................      6 
     Federal Income Tax Consequences........................      6 
     Summary Historical and Pro Forma Consolidated Financial        
      Data..................................................      7 

RISK FACTORS................................................      9 
     Risks Associated With the Notes........................      9 
     Risks Specific to Park-Ohio and Our Business...........     11 
     Risks Associated with Not Participating in the Exchange        
      Offer.................................................     14 

USE OF PROCEEDS.............................................     15 

CAPITALIZATION..............................................     15 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA.............     16 

UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT DATA......     18 

THE EXCHANGE OFFER..........................................     24 
     Purpose and Effect of the Exchange Offer...............     24 
     Resale of the New Notes................................     24 
     Special Rules for Broker-Dealers.......................     25 
     Terms of the Exchange Offer............................     25 
     Expiration Date; Extensions; Amendments................     25 
     Conditions.............................................     26 
     Procedures for Tendering...............................     27 
     Book-Entry Transfer....................................     28 
     Guaranteed Delivery Procedures.........................     29 
     Withdrawal of Tenders..................................     29 
     Termination of Rights Accorded by the Registration             
      Rights Agreement......................................     30 
     Exchange Agent.........................................     30 
     Fees and Expenses......................................     30 
     Consequences of Failure of Exchange....................     31 
     Accounting Treatment...................................     31 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION         
  AND RESULTS OF OPERATIONS.................................     32 
     Overview...............................................     32 
     Results of Operations..................................     33 
     Liquidity and Sources of Capital.......................     35 
     Impact of Inflation....................................     36 
     Year 2000 Conversion...................................     36 
     Environmental..........................................     37 
     Seasonality; Variability of Operating Results..........     37 
     Quantitative and Qualitative Disclosure About Market           
      Risk..................................................     37 
     Forward-Looking Statements.............................     37 

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DESCRIPTION OF OTHER INDEBTEDNESS...........................     38 
     Revolving Credit Facility..............................     38 
     Industrial Revenue Bonds...............................     38 
     State Loans............................................     39 
     Other Indebtedness.....................................     39 
     Series B Notes.........................................     39 

BUSINESS....................................................     40 
     Our Operations.........................................     42 
     Integrated Logistics Solutions.........................     42 
     Manufactured Products..................................     43 
     Aluminum Products......................................     44 
     Sales and Marketing....................................     45 
     Raw Materials and Suppliers............................     45 
     Backlog................................................     45 
     Environmental Regulations..............................     45 
     Employees..............................................     46 
     Information About Industry Segments and Geographic             
      Areas.................................................     46 
     Properties.............................................     46 
     Legal Proceedings......................................     46 

MANAGEMENT..................................................     47 
     Directors and Officers of Park-Ohio....................     47 
     Compensation of the Board of Directors.................     48 

EXECUTIVE COMPENSATION......................................     49 
     Summary of Compensation................................     49 
     Stock Based Compensation, Including Options............     49 

PRINCIPAL SHAREHOLDERS......................................     51 

RELATED PARTY TRANSACTIONS..................................     52 

DESCRIPTION OF THE NOTES....................................     53 
     General................................................     53 
     Maturity, Interest and Principal.......................     53 
     Optional Redemption....................................     53 
     Subordination..........................................     54 
     Covenants..............................................     56 
     Change of Control Offer................................     61 
     Merger, Consolidation or Sale of Assets................     63 
     Events of Default......................................     64 
     Defeasance and Covenant Defeasance.....................     65 
     Modification of Indenture..............................     66 
     Reports to Holders.....................................     67 
     Compliance Certificate.................................     67 
     The Trustee............................................     67 
     Transfer and Exchange..................................     67 
     Definitions............................................     67 
     Book-Entry; Delivery and Form..........................     81 

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FEDERAL INCOME TAX CONSEQUENCES.............................     85 
     U.S. Holders...........................................     85 
     Non-U.S. Holders.......................................     87 
     Information Reporting and Backup Withholding...........     88 

PLAN OF DISTRIBUTION........................................     88 

LEGAL MATTERS...............................................     89 

EXPERTS.....................................................     89 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS..................    F-1 

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FORWARD-LOOKING STATEMENTS

   WE MAKE "FORWARD-LOOKING STATEMENTS" THROUGHOUT THIS PROSPECTUS. WHENEVER
YOU READ A STATEMENT THAT IS NOT SIMPLY A STATEMENT OF HISTORICAL FACT SUCH AS  
WHEN WE DESCRIBE WHAT WE "BELIEVE," "EXPECT" OR "ANTICIPATE" WILL OCCUR, AND    
OTHER SIMILAR STATEMENTS, YOU MUST REMEMBER THAT OUR EXPECTATIONS MAY NOT BE    
CORRECT, EVEN THOUGH WE BELIEVE THEY ARE REASONABLE. WE DO NOT GUARANTEE THAT   
THE TRANSACTIONS AND EVENTS DESCRIBED IN THIS PROSPECTUS WILL HAPPEN AS         
DESCRIBED, OR THAT THEY WILL HAPPEN AT ALL. YOU SHOULD READ THIS PROSPECTUS     
COMPLETELY AND WITH THE UNDERSTANDING THAT ACTUAL FUTURE RESULTS MAY BE         
SIGNIFICANTLY DIFFERENT FROM WHAT WE EXPECT. WE WILL NOT UPDATE THESE           
FORWARD-LOOKING STATEMENTS, EVEN THOUGH OUR SITUATION MAY CHANGE IN THE FUTURE. 

WHERE YOU CAN FIND MORE INFORMATION 

We are subject to the periodic reporting and other informational      
requirements of the Securities Exchange Act of 1934. In accordance with those   
requirements, we file reports and other information with the SEC. All reports   
and other information filed under the Exchange Act may be inspected at the      
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,    
Washington, D.C. 20549 and at its regional offices, located at 7 World Trade    
Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500 West   
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of those       
documents may be obtained from the Public Reference Section of the SEC, 450     
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You may obtain  
information about the operation of the public reference facilities by calling   
1-800-SEC-0330. The SEC maintains a web site at http://www.sec.gov that contains
reports and other information regarding registrants, like us, that file         
documents electronically with the SEC.                                          

   We have agreed that, whether or not we are required to do so by the rules
and regulations of the SEC, for so long as any of the notes remain outstanding, 
we will furnish to the holders of the notes and file with the SEC, unless the   
SEC will not accept such a filing:                                              

         All quarterly and annual financial information that would be required
    to be contained in a filing with the SEC on Forms 10-Q and 10-K if we were
required to file those forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with  
respect to the annual information only, a report by our certified     
independent accountants.                                              

       All reports that would be required to be filed with the SEC on Form
8-K if we were required to file those reports.                        

  In addition, for so long as any of the notes remain outstanding, we have
agreed to make available to any prospective purchaser of the notes or beneficial
owner of the notes in connection with any sale thereof the information required 
by Rule 144A(d)(4) under the Securities Act.                                    

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PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and may not contain all of the information you     
should consider before deciding to participate in the exchange offer. We urge   
you to read this entire prospectus carefully, including the section titled "Risk
Factors." Unless otherwise indicated, all references in this prospectus to "we,"
"us," "our" and similar terms, as well as references to "Park-Ohio," refer to   
Park-Ohio Industries, Inc. and its subsidiaries. Park-Ohio is a wholly owned    
subsidiary of Park-Ohio Holdings Corp.                                          

PARK-OHIO 

     Park-Ohio is an industrial logistics and diversified manufacturing business
which conducts its operations through three business segments:                  

- Integrated Logistics Solutions, a leading national supplier of over 
     150,000 standard and specialty fasteners and other industrial products;

  - Aluminum Products, which specializes in casting and machining aluminum
components primarily for the automotive industry; and             

- Manufactured Products, which operates a diverse group of niche      
  manufacturing businesses including large forgings such as locomotive
crankshafts and camshafts, rubber products such as valve seals and
capital equipment such as induction heating systems.              

Between 1992 and the year ended December 31, 1998, we have grown      
significantly, both internally and through acquisitions. Over this period, we   
have increased:                                                                 

- Net sales from $67.2 million to $551.8 million; and                 

- EBITDA (as defined) from ($4.5) million to $53.1 million.           

  We generated net sales of $347.7 million, $441.1 million, $551.8 million
and $171.4 million and EBITDA of $28.1 million, $38.3 million, $53.1 million and
$18.0 million for the years ended December 31, 1996, 1997 and 1998, and the     
three months ended March 31, 1999, respectively.                                

RECENT DEVELOPMENTS 

We completed the following acquisitions in 1998 and 1999:             

INTEGRATED LOGISTICS SOLUTIONS                                                  

   Columbia Nut & Bolt Corp. and Industrial Fasteners Corp. In July 1999, we
acquired all of the outstanding stock of Columbia and Industrial Fasteners,     
distributors of fasteners and other industrial products. Industrial Fasteners   
manufactures fasteners, primarily screws, rivets and pins. The acquisition of   
these companies provides us with a base on the east coast from which we can     
expand. Columbia and Industrial Fasteners had combined 1998 net sales of        
approximately $35.0 million. As these acquisitions did not take place until     
July, 1999 and are not material to Park-Ohio, their results have not been       
included in the pro forma financial statements.                                 

     GIS Industries, Inc. On October 8, 1998, we acquired all of the outstanding
stock of GIS Industries, a distributor of fasteners and other industrial        
products and a manufacturer of metal products and fasteners. GIS Industries,    
which is referred to in this prospectus as Gateway, has customers primarily     
located in Ohio, Pennsylvania, New York and Kentucky. The acquisition of Gateway
provides us with a major presence in Pennsylvania, as well as an experienced    
management team. Gateway generated $41.4 million in net sales in 1998.          

Direct Fasteners Limited. On April 13, 1998, we acquired all of the   
outstanding stock of Direct Fasteners, a distributor of fasteners located in    
Ontario, Canada. Direct's customers are located primarily in the provinces of   
Ontario and Quebec. The acquisition of Direct Fasteners provides us with a base 
in Canada from which we can expand. Direct Fasteners generated $6.8 million in  
net sales in 1998.                                                              

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ALUMINUM PRODUCTS                                                               

The Metalloy Corporation. On January 4, 1999, we acquired all of the  
outstanding stock of Metalloy, a full service aluminum casting and machining    
company. Metalloy's customers are primarily domestic producers of automobiles   
and trucks. Metalloy specializes in die, sand and permanent mold machined       
castings and has operations in Indiana, Michigan and Mississippi. Metalloy      
generated $94.8 million in net sales in 1998.                                   

MANUFACTURED PRODUCTS                                                           

     PMC Industries Inc. On February 17, 1999, we acquired all of the Ohio-based
assets of PMC. PMC is the only domestic manufacturer of tube threading machines 
and related parts for the oil drilling industry. PMC generated $10.4 million in 
net sales in 1998.                                                              

St. Louis Screw and Bolt Company. On January 29, 1999, we acquired    
substantially all of the assets of St. Louis Screw and Bolt, a manufacturer of  
bolts for the construction industries. St. Louis Screw and Bolt complements our 
existing structural hardware business and expands our product offerings. St.    
Louis Screw and Bolt generated $6.8 million in net sales in 1998.               

    We borrowed approximately $99.3 million in cash under our revolving credit
facility to complete these seven acquisitions.                                  

THE EXCHANGE OFFER

THE EXCHANGE OFFER               We are offering to exchange $200.0 million     
                       principal amount of new 9 1/4% Senior
                              Subordinated Notes due 2007, Series D, which
                        have been registered under the federal
      securities laws for:

                         - $50.0 million principal amount of our
                            outstanding unregistered 9 1/4% Senior
                                 Subordinated Notes due 2007, Series C, that
                           were issued in June 1999 in a private
   offering; and

                                 - $150.0 million principal amount of our 9 1/4%
                                   Senior Subordinated Notes due 2007, Series B.
                                  All of the Series A notes, originally issued
                                   in November 1997, were exchanged for Series B
                         notes that were registered with the
                           Securities and Exchange Commission in
    December 1997.

                              We sometimes refer to the Series C notes and
                        the Series B notes collectively as the
                            "outstanding notes." You have the right to
                               exchange your outstanding notes for new notes
                     with substantially identical terms.

                           In order for your outstanding notes to be
                                exchanged, you must properly tender them prior
                              to the expiration of the exchange offer. All
                            validly tendered outstanding notes will be
                             exchanged. We will issue new notes promptly
                   after the exchange offer expires.

THIS EXCHANGE OFFER WILL                                                        
EXTINGUISH REGISTRATION RIGHTS   We sold the Series C notes in a private        
                           offering to CIBC World Markets Corp., ING
                            Baring Furman Selz LLC and Value Investing
                                 Partners, Inc., the initial purchasers. At that
                                 time, we signed a registration rights agreement
                                 with those initial purchasers which requires us
                             to conduct this exchange offer for both the
                    Series C notes and Series B notes.

                                This exchange offer is intended to satisfy the
                            rights provided by the registration rights
                        agreement. After the exchange offer is
                             complete, you will no longer be entitled to
                     registration rights with respect to
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                                 outstanding notes you were entitled to exchange
       but did not exchange.

WHAT HAPPENS IF YOU FAIL TO                                                     
EXCHANGE YOUR OUTSTANDING                                                   
 NOTES?                         If you hold Series C notes and do not exchange
                             your outstanding notes for new notes in the
                                 exchange offer, you will continue to be subject
                             to the restrictions on transfer provided in
                            those notes and in the indenture governing
                               those notes. In general, you may not offer or
                          sell your Series C notes unless they are
                                 registered under the federal securities laws or
                              are sold in a transaction exempt from or not
                                 subject to the registration requirements of the
                              federal securities laws and applicable state
  securities laws.

                                 If you hold Series B notes, and do not exchange
                           your notes for new notes in this exchange
                                offer, you will not become subject to transfer
                                restrictions and your notes will remain freely
                             tradeable. However, the principal amount of
                                 remaining Series B notes will decrease as those
                                 notes are exchanged in the exchange offer. This
                           decrease will reduce the liquidity of any
                                trading market that may exist for the Series B
notes.        

EXPIRATION DATE                  The exchange offer will expire at 5:00 p.m.,   
                                New York City time, on August 26, 1999, unless
                              we decide to extend the expiration date. See
                         "The Exchange Offer -- Expiration Date;
          Extensions; Amendments."

CONDITIONS TO THE EXCHANGE                                                      
OFFER                            The exchange offer is subject to conditions    
                              that we may waive. The exchange offer is not
                      conditioned on any minimum amount of
                                outstanding notes being tendered for exchange.
                                Please read "The Exchange Offer -- Conditions"
                                 for a complete description of the conditions to
     the exchange offer.

                             We reserve the right, subject to applicable
                         law, at any time and from time to time:

                              - to delay the acceptance of any outstanding
notes;    

                                 - to terminate the exchange offer if any of the
                                   specified conditions have not been satisfied;

                                 - to extend the expiration date of the exchange
                               offer and retain all tendered outstanding
                             notes subject to the right of tendering
                         holders to withdraw their tender of
            outstanding notes; and

                                 - to waive any condition or otherwise amend the
                                 terms of the exchange offer in any respect.

HOW TO TENDER YOUR OUTSTANDING                                                  
NOTES                          If you wish to tender your outstanding notes 
         for exchange, you must:

                            - complete and sign the enclosed Letter of
                          Transmittal by following the related
       instructions, and

                               - send the Letter of Transmittal, as directed
                                  in the instructions, together with any other
                                required documents, to the exchange agent,
either    

                          (1) with the outstanding notes to be
          tendered; or

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                          (2) in compliance with the specified
                                   procedures for guaranteed delivery of
                outstanding notes.

                           Brokers, dealers, commercial banks, trust
                              companies and other nominees may also effect
                 tenders by book-entry transfer.

                               Please do not send your letter of transmittal
                               or certificates representing your outstanding
                                 notes to Park-Ohio. Those documents should only
                          be sent to the exchange agent. Questions
                          regarding how to tender and requests for
                            information should also be directed to the
                   exchange agent. See "The Exchange
           Offer -- Exchange Agent."

SPECIAL PROCEDURES FOR                                                          
BENEFICIAL OWNER                 If your outstanding notes are registered in the
                            name of a broker, dealer, commercial bank,
                                trust company or other nominee, we urge you to
                             contact that person promptly if you wish to
                               tender your outstanding notes in the exchange
                               offer. See "The Exchange Offer  -- Procedures
 for Tendering."

WITHDRAWAL RIGHTS                You may withdraw the tender of your outstanding
                                notes any time prior to the expiration date of
                            the exchange offer by delivering a written
                                 notice of withdrawal to the exchange agent. You
                                 must follow the withdrawal procedures described
                 under the heading "The Exchange
                  Offer -- Withdrawal of Tenders."

RESALES OF NEW NOTES             We believe that you will be able to offer for  
                                resale, resell or otherwise transfer new notes
                                 issued in the exchange offer without compliance
                               with the registration and prospectus delivery
                               provisions of the federal securities laws, as
long as:      

                          - you are acquiring the new notes in the
                  ordinary course of business;

                          - you are not participating, and have no
                                  arrangement or understanding with any person
                                to participate, in the distribution of the
    new notes; and

                             - you are not an affiliate of Park-Ohio. An
                             affiliate of Park-Ohio is a person that
                              "controls, is controlled by, or is under
                     common control with" Park-Ohio.

                               Our belief is based on interpretations by the
                                 staff of the Securities and Exchange Commission
                                set forth in no-action letters issued to third
                                parties not related to us. The SEC's staff has
                           not considered this exchange offer in the
                                 context of a no-action letter. We cannot assure
                               you that the SEC's staff would make a similar
                             determination with respect to this exchange
offer.        

                                If our belief is not accurate and you transfer
                            a new note without delivering a prospectus
                         meeting the requirements of the federal
                              securities laws or without an exemption from
                               these laws, you may incur liability under the
                              federal securities laws. We do not, and will
                           not, assume or indemnify you against this
liability.    

                                Each broker-dealer that receives new notes for
                             its own account in exchange for outstanding
                           notes which were acquired by that broker-
                              dealer as a result of market-making or other
                            trading activities must agree to deliver a
                            prospectus meeting the requirements of the
federal       

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                               securities laws in connection with any resale
                                 of the notes. See "The Exchange Offer -- Resale
    of the New Notes."

EXCHANGE AGENT................   Norwest Bank, National Association is the      
                            exchange agent for the exchange offer. The
                                 address, telephone and facsimile numbers of the
                             exchange agent are listed under the heading
                         "The Exchange Offer -- Exchange Agent."

See "The Exchange Offer" for more detailed information concerning the 
exchange offer.                                                                 

THE NOTES 

SECURITIES OFFERED............   $200,000,000 principal amount of 9 1/4% Senior 
                                 Subordinated Notes, Series D, which we refer to
                                as the "notes," the "new notes" or the "Series
D Notes".     

MATURITY DATE.................   December 1, 2007.                              

INTEREST RATE.................   9 1/4% per year (calculated using a 360-day    
year).        

INTEREST PAYMENT DATES........   Each June 1 and December 1, beginning on       
   December 1, 1999.

RANKING.......................   The notes will not be secured by any           
collateral.   

                             The notes will rank below all of our senior
                                 debt. Therefore, if we default, you will not be
                               entitled to payment under the notes until the
                               holders of our senior debt collect all of the
                                money we owe them at that time. The notes will
                        effectively rank below all liabilities
                                 (including trade payables) of our subsidiaries.

                               The notes will rank equal to our other senior
    subordinated debt.

                                 As of March 31, 1999, we estimate that we would
                               have had $271.3 million of debt after issuing
                                 the notes, of which approximately $71.3 million
              would have been senior debt.

OPTIONAL REDEMPTION...........   Except in connection with qualifying equity    
                                 offerings by us, we cannot choose to redeem the
                                 notes before December 1, 2002. At any time from
                                 that date (which may be more than once), we can
                              choose to redeem some or all of the notes at
                  specified prices, plus interest.

                                 Redemption in connection with qualifying equity
                                offerings: at any time (which may be more than
                                 once) before December 1, 2000, we can choose to
                             buy back up to 35% of the outstanding notes
                         with money that we raise in one or more
                          qualifying equity offerings, as long as:

                            - we pay 109.25% of the face amount of the
           notes, plus interest;

                           - we buy the notes back within 60 days of
                         completing the equity offering; and

                              - at least 65% of all the notes issued under
                                   the indentures remain outstanding afterwards.

CHANGE OF CONTROL OFFER.......   If we experience a change in control, we must  
                              give holders of the notes the opportunity to
                           sell us their notes at 101% of their face
                                amount, plus interest. We might not be able to
                                pay those holders the required price for notes
                               they present to us at the time of a change of
   control, because:

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                                - we might not have enough funds at that time;
or        

                                - the terms of our senior debt may prohibit us
  from paying.

ASSET SALE PROCEEDS...........   We may have to use the cash proceeds from      
                              selling assets to offer to buy back notes at
                           their face amount, plus accrued interest.

CERTAIN INDENTURE                                                               
PROVISIONS....................   The indentures governing the notes will limit  
                               what we, and most or all of our subsidiaries,
                   may do, including our ability to:

    - incur more debt;

                         - pay dividends and make distributions;

                - issue stock of subsidiaries;

     - make investments;

     - repurchase stock;

 - create liens;

                            - enter into transactions with affiliates;

                            - enter into sale lease-back transactions;

                                 - create dividend or other payment restrictions
                   with respect to subsidiaries;

             - merge or consolidate; and

            - transfer or sell assets.

                            These covenants are subject to a number of
       important exceptions.

RATIO OF EARNINGS TO FIXED CHARGES

  The following are the ratio of earnings to fixed charges for each of the
years in the five-year period ended December 31, 1998 and for the three months  
ended March 31, 1998 and 1999.                                                  

                                                        [Enlarge/Download Table]

                                                 THREE MONTHS                                               
                                                    ENDED                                                   
                                                  MARCH 31,               YEAR ENDED DECEMBER 31,           
                                                --------------  --------------------------------------------
                                                1998      1999  1994      1995      1996      1997      1998
                                                ----      ----  ----      ----      ----      ----      ----
                                                                                                            
Ratio of earnings to fixed charges............. 2.0x      2.2x  3.8x      2.8x      2.7x      2.7x      2.1x

RISK FACTORS

     You should carefully consider each of the risk factors and all of the other
information set forth in this prospectus before deciding to participate in the  
exchange offer.                                                                 

FEDERAL INCOME TAX CONSEQUENCES 

   Your exchange of an outstanding note for a new note will not constitute a
taxable exchange for U.S. federal income tax purposes. See the section titled   
"Federal Income Tax Consequences" in this prospectus for more information.      

------------------------

Our principal executive office is located at 23000 Euclid Avenue,     
Cleveland, Ohio 44117, and our telephone number is (216) 692-7200.              

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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS)

    The summary historical consolidated financial data set forth below for the
three years ended December 31, 1998 have been derived from our consolidated     
financial statements. Our consolidated financial statements for the three years 
ended December 31, 1998 have been audited by Ernst & Young LLP, independent     
auditors. The summary historical consolidated financial data for the three-month
periods ended March 31, 1998 and 1999 have been derived from our unaudited      
consolidated financial statements, which include all adjustments (consisting of 
normal recurring accruals) that we consider necessary for a fair presentation of
our financial position and results of operations for these periods. You should  
read the following data in conjunction with "Management's Discussion and        
Analysis of Financial Condition and Results of Operations," our consolidated    
financial statements and notes thereto, and other financial information included
elsewhere in this prospectus. The data for the periods presented are not        
necessarily comparable because of acquisitions made throughout such periods. The
unaudited pro forma consolidated financial information for the year ended       
December 31, 1998 and the three-month period ended March 31, 1999 has been      
derived from the unaudited pro forma consolidated financial data included       
elsewhere in this prospectus. The results of operations for the three months    
ended March 31, 1999 are not necessarily indicative of results that may be      
expected for any other interim period or for the year ending December 31, 1999. 

                                                        [Enlarge/Download Table]

                                                                                                PRO FORMA         
                                                    HISTORICAL                          ------------------------- 
                            ----------------------------------------------------------     YEAR          THREE    
                                      YEAR ENDED                THREE MONTHS ENDED         ENDED        MONTHS    
                                     DECEMBER 31,                    MARCH 31,           DECEMBER        ENDED    
                            ------------------------------   -------------------------      31,        MARCH 31,  
                              1996       1997       1998        1998          1999        1998(B)        1999     
                            --------   --------   --------   -----------   -----------  -----------   ----------- 
                                                             (UNAUDITED)   (UNAUDITED)  (UNAUDITED)   (UNAUDITED) 
                                                                                                                  
SELECTED INCOME STATEMENT                                                                                         
  DATA:                                                                                                           
Net sales.................. $347,679   $441,110   $551,793    $136,503      $171,403     $697,872      $171,403   
Cost of products sold......  289,400    368,734    455,167     113,171       140,436      573,735       140,436   
                            --------   --------   --------    --------      --------     --------      --------   
  Gross profit.............   58,279     72,376     96,626      23,332        30,967      124,137        30,967   
Selling, general and                                                                                              
  administrative                                                                                                  
  expenses.................   38,131     44,396     56,318      14,137        17,952       74,314        17,952   
Operating income(a)........   17,496     27,980     40,308       9,195        13,015       49,823        13,015   
Interest expense...........    6,947      9,101     17,488       4,152         5,378       23,370(c)      5,842(c)
OTHER FINANCIAL DATA:                                                                                             
Net cash flows provided                                                                                           
  (used) by operating                                                                                             
  activities............... $  7,726   $(10,039)  $  4,132    $(11,938)     $ 10,926                              
Net cash flows provided                                                                                           
  (used) by investing                                                                                             
  activities...............   31,611    (77,217)   (62,957)     (6,355)      (35,896)                             
Net cash flows provided                                                                                           
  (used) by financing                                                                                             
  activities...............  (37,340)    84,411     61,331      17,262        25,132                              
EBITDA(d)..................   28,146     38,345     53,061      12,926        17,999     $ 68,763      $ 17,999   
Depreciation and                                                                                                  
  amortization.............    7,998     10,365     12,753       3,731         4,984       18,940         4,984   
Capital expenditures.......   15,590     15,947     22,681       6,254         6,304       26,195         6,304   
Ratio of earnings to fixed                                                                                        
  charges(e)...............      2.7x       2.7x       2.1x        2.0x          2.2x         2.0x          2.1x  

                                                                [Download Table]

                                                             AS OF MARCH 31, 1999
                                                             --------------------
                                                                  HISTORICAL     
                                                             --------------------
                                                                 (UNAUDITED)     
                                                                                 
SELECTED BALANCE SHEET DATA:                                                     
Cash and cash equivalents...................................       $  4,482      
Working capital, as adjusted (f)............................        159,877      
Total assets................................................        565,281      
Total debt..................................................        270,316      
Shareholder's equity........................................        145,439      

(See footnotes on following page)                                               
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NOTES TO SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA 

(a) Operating income is defined as net sales less cost of products sold,        
   selling, general and administrative expenses and a restructuring charge. In
1996, we incurred a restructuring charge of $2.7 million relating to the
consolidation of three of our consumer products manufacturing facilities
into one and the discontinuance of certain of our product lines.        

(b) Reflects the operating results of our recent acquisitions from the periods  
prior to their respective closing dates and certain cost savings that we
   believe would have been realized and certain estimated incremental expenses
    relating to selling, general and administrative expenses and amortization of
intangible assets that would have been incurred had we consummated our  
recent acquisitions as of January 1, 1998.                              

(c) Reflects an interest rate of 9.25% on the notes.                            

(d) EBITDA is defined as earnings from continuing operations before interest,   
income taxes, depreciation, amortization, other income and non-recurring
    items. Non-recurring items include a restructuring charge of $2.7 million in
the fourth quarter of 1996 relating to the consolidation of three of our
  consumer products manufacturing facilities into one and the discontinuance
    of certain product lines. EBITDA is not a measure of performance under GAAP.
 While EBITDA should not be considered in isolation or as a substitute for
 net income, cash flows from operating activities and other income or cash
flow statement data prepared in accordance with GAAP or as a measure of 
    profitability or liquidity, we understand that EBITDA is customarily used as
  an indication of a company's ability to incur and service debt. You should
 read the "Management's Discussion and Analysis of Financial Condition and
   Results of Operations" sections included elsewhere in this prospectus for a
    discussion of other measures of liquidity and operations that are covered by
 our consolidated financial statements. EBITDA as defined by us may not be
comparable to other similarly titled measures of other companies.       

(e) Earnings are defined as earnings from continuing operations before income   
    taxes and fixed charges. Fixed charges are defined as interest expense and a
portion of rental expense representing the interest factor, which we    
estimate to be one-third of rental expense, and amortization of deferred
financing costs and premium on the notes.                               

(f) Working capital, as adjusted, is defined as total current assets excluding  
  cash and cash equivalents less total current liabilities excluding current
portion of long-term debt.                                              

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RISK FACTORS

    You should carefully consider each of the following factors and all of the
other information set forth in this prospectus before deciding to participate in
the exchange offer.                                                             

RISKS ASSOCIATED WITH THE NOTES                                                 

WE HAVE SUBSTANTIAL DEBT THAT COULD PREVENT US FROM FULFILLING OUR OBLIGATIONS  
UNDER THESE NOTES.                                                              

 We have a substantial amount of outstanding debt. At March 31, 1999, we
would have had $271.3 million of debt after issuing the Series C notes,         
representing approximately 65% of our total capitalization. Our substantial debt
may have important consequences to you. For example it could:                   

- limit our ability to obtain additional financing for acquisitions,  
working capital, capital expenditures or other purposes;          

    - require us to dedicate a substantial portion of our cash flow to pay our
      interest expense and debt amortization, which will reduce the funds that
       would otherwise be available to us for our operations and future business
opportunities;                                                    

 - limit our flexibility in planning for, or reacting to, changes in our
business and the industries in which we operate;                  

   - place us at a competitive disadvantage compared to our competitors that
have less debt;                                                   

- increase our vulnerability to general adverse economic and industry 
conditions; and                                                   

    - make it more difficult for us to satisfy our obligations with respect to
the notes.                                                        

Our ability to pay interest on the notes and to satisfy our other debt
obligations will depend in part upon the future financial and operating         
performance of our subsidiaries and upon our ability to renew or refinance      
borrowings or to raise additional equity capital. Prevailing economic conditions
and financial, business and other factors, many of which are beyond our control,
will affect our ability to make these payments. While we believe that cash flow 
from operations will provide an adequate source of long-term liquidity, a       
significant drop in operating cash flow resulting from economic conditions,     
competition or other uncertainties beyond our control would increase the need   
for alternative sources of liquidity. If we are unable to generate sufficient   
cash flow to meet our debt service obligations, we will have to pursue one or   
more alternatives, such as:                                                     

- reducing or delaying capital expenditures;                          

- refinancing debt;                                                   

- selling assets; or                                                  

- raising equity capital.                                             

   We cannot assure you that any of those alternatives could be accomplished
on satisfactory terms, if at all, or that those actions would yield sufficient  
funds to retire the notes and the debt senior to the notes.                     

ADDITIONAL BORROWINGS ARE AVAILABLE -- THE RISKS DESCRIBED ABOVE COULD INCREASE 
IF WE BORROW MORE MONEY THROUGH OUR REVOLVING CREDIT FACILITY.                  

Despite our high level of debt, our revolving credit facility and the 
indentures governing the Series B notes and the Series C notes permit us to     
borrow additional money. Any additional debt could rank senior in right of      
payment to the notes. If we borrow more money, as we intend to do in order to   
make acquisitions, the related risks described above could be significantly     
increased.                                                                      

THE NOTES WILL BE CONTRACTUALLY SUBORDINATED IN RIGHT OF PAYMENT TO ALL OF OUR  
SENIOR DEBT.                                                                    

    The notes will be unsecured and rank behind all of our existing and future
senior debt, including our obligations under our revolving credit facility. Our 
debt under the revolving credit facility will also become due                   

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prior to the time the principal obligations under the notes become due. As a    
result of the subordination provisions of the notes, in the event of a          
liquidation or insolvency, our assets will be available to pay obligations on   
the notes only after all of our senior debt has been paid in full. After our    
senior debt has been paid in full there may not be sufficient assets remaining  
to pay amounts due on any or all of the notes then outstanding. If we incur any 
additional senior subordinated debt, the holders of that debt would be entitled 
to share ratably with the holders of the notes in any proceeds distributed in   
connection with any insolvency, liquidation, reorganization, dissolution or     
other winding-up. This right may have the effect of reducing the amount of      
proceeds paid to holders of the notes.                                          

  In addition, no payments may be made with respect to the principal of or
premium, if any, or interest on the notes if a payment default exists with      
respect to our senior debt and, under certain circumstances, no payments may be 
made with respect to the principal of, or interest on, the notes for a certain  
period if a non-payment default exists with respect to the senior debt. See     
"Description of the Notes -- Subordination."                                    

SUBSTANTIAL RESTRICTIONS AND COVENANTS -- RESTRICTIONS AND COVENANTS IN OUR DEBT
AGREEMENTS LIMIT OUR ABILITY TO TAKE CERTAIN ACTIONS. WE HAVE LIMITED           
FLEXIBILITY TO DO SOME CORPORATE FUNCTIONS.                                     

    Our debt agreements, which consist of the indentures covering the Series B
notes and the Series C notes and our revolving credit facility, contain a number
of significant covenants that, among other things, limit our ability to:        

- incur additional debt or liens;                                     

- pay dividends or make certain other restricted payments;            

     - make investments including the repurchase or redemption of either capital
stock or our notes;                                               

- consummate asset sales;                                             

- enter into transactions with affiliates;                            

   - issue capital stock of a subsidiary or create dividend or other payment
restrictions with respect to subsidiaries;                        

- consolidate or merge with any person or transfer or sell all or     
substantially all of our assets;                                  

- make capital investments; and                                       

- alter the business we conduct.                                      

In addition, our revolving credit facility requires us to comply with 
specific financial ratios and tests, under which we are required to achieve     
specific financial and operating results. Our ability to comply with these      
provisions may be affected by events beyond our control. A breach of any of     
these covenants would result in a default under the revolving credit facility.  
In the event of any default, depending on the actions taken by the lenders under
the revolving credit facility, we could be prohibited from making any payments  
on the notes. In addition, our lenders could elect to declare all amounts       
borrowed under the revolving credit facility, together with accrued interest    
thereon, to be due and payable, which would be an event of default under the    
indentures governing the Series B notes and the Series C notes. As a result of  
the priority afforded the revolving credit facility, we cannot assure you that  
we would have sufficient assets to pay debt then outstanding under the revolving
credit facility and the indentures. Any future refinancing of the revolving     
credit facility is likely to contain similar restrictive covenants. See         
"Description of Other Indebtedness -- Revolving Credit Facility."               

FINANCING A CHANGE OF CONTROL OFFER -- WE MAY NOT HAVE THE ABILITY TO RAISE THE 
FUNDS NECESSARY TO FINANCE A CHANGE OF CONTROL OFFER IF REQUIRED BY THE         
INDENTURES.                                                                     

    Upon the occurrence of a change of control, we will be required to make an
offer to purchase the notes at a price in cash equal to 101% of their aggregate 
principal amount, plus any accrued and unpaid interest, to the date of          
repurchase. Events involving a change of control may result in an event of      
default under our revolving credit facility and other debt that may be incurred 
in the future. This could result in an acceleration of the payment of that debt,
in which case the subordination provisions of the notes would require payment in
full of all senior debt                                                         

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before we can repurchase or make other payments in respect of the notes. See    
"Description of the Notes -- Change of Control Offer," "Description of the      
Notes -- Subordination" and "Description of Other Indebtedness -- Revolving     
Credit Facility." We cannot assure you that we would have sufficient resources  
to repurchase the notes or pay our obligations if the debt under the revolving  
credit facility or other future senior debt were accelerated upon the occurrence
of a change of control event. We cannot assure you that we will be able to      
obtain the consent of the lenders under the revolving credit facility to enable 
us to repurchase the notes.                                                     

OUR SUBSIDIARIES ARE NOT GUARANTORS -- YOUR RIGHT TO RECEIVE PAYMENTS ON THE    
NOTES COULD BE ADVERSELY AFFECTED IF ANY OF OUR SUBSIDIARIES DECLARE BANKRUPTCY,
LIQUIDATE OR REORGANIZE.                                                        

  We are a holding company and conduct substantially all of our operations
through various direct and indirect subsidiaries. We depend upon our ability to 
receive cash from our subsidiaries to meet our debt service and other           
obligations, including obligations under the notes and the revolving credit     
facility. Our subsidiaries are separate and distinct legal entities and will    
have no obligation, contingent or otherwise, to pay any amounts due under the   
notes. Our rights, and the rights of our creditors, including holders of the    
notes, to participate in the distributions of the assets of any subsidiary upon 
that subsidiary's liquidation or reorganization will be subject to the prior    
claims of that subsidiary's creditors, including trade creditors. All of our    
material, domestic subsidiaries guarantee our debt under the revolving credit   
facility.                                                                       

RISKS SPECIFIC TO PARK-OHIO AND OUR BUSINESS                                    

DEPENDENCE ON THE AUTOMOTIVE AND TRUCK INDUSTRIES -- THE LOSS OF ANY OF OUR     
MAJOR AUTOMOTIVE OR TRUCK CUSTOMERS COULD AFFECT OUR FINANCIAL HEALTH.          

     We derived 19.6% and 14.9% of our net sales during 1998 from the automobile
and truck industries, respectively. Ford and Navistar, our two largest          
customers, accounted for 7.5% and 5.4%, respectively of our total net sales for 
the year ended December 31, 1998. The loss of a significant portion of business 
to Ford, Navistar, or any of our other major automotive or truck customers could
have a material adverse effect on our financial condition, liquidity and results
of operations. Although we continually engage in efforts to improve and expand  
our relationships with these customers, we cannot assure you that we will       
maintain or improve these relationships or that we will continue to supply these
customers at current levels.                                                    

THE INDUSTRIES IN WHICH WE OPERATE ARE CYCLICAL AND ARE AFFECTED BY THE ECONOMY 
IN GENERAL.                                                                     

    We sell products to customers in industries that experience cyclicality in
demand for products, such as the construction, industrial equipment, electrical 
equipment, plumbing and lawn and garden equipment industries. In addition, the  
automotive and truck industries are highly cyclical and are affected by consumer
spending, general economic conditions and the impact of international trade. A  
downturn in the domestic automotive or truck industry could have a material     
adverse effect on our financial condition, liquidity and results of operations. 

RISKS ASSOCIATED WITH INTEGRATING ACQUISITIONS -- WE MAY NOT BE SUCCESSFUL IN   
INTEGRATING THE BUSINESSES OBTAINED IN CONNECTION WITH OUR RECENT ACQUISITIONS  
OR FUTURE ACQUISITIONS.                                                         

We believe we will realize substantial benefits from the successful   
integration of our recent acquisitions. However, we cannot assure you that we   
will be able to maintain or improve the operating results of the acquired       
businesses or that they will be successfully integrated into our operations. We 
continually evaluate potential acquisitions and intend to actively pursue       
acquisition opportunities, some of which could be material to us. We may finance
future acquisitions from internally generated funds, bank borrowings, public    
offerings or private placements of equity or debt securities, or a combination  
of the foregoing. We cannot assure you that we will be able to make acquisitions
on terms favorable to us. If we complete any future acquisitions, we may        
encounter various associated risks, including the possible inability to         
integrate an acquired business into our operations, increased goodwill          
amortization, diversion of management's attention and unanticipated problems or 
liabilities, some or all of which could have a material adverse effect on our   
operations and financial performance.                                           

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DEPENDENCE ON THIRD-PARTY SUPPLIERS AND MANUFACTURERS -- WE DEPEND UPON THIRD   
PARTIES FOR SUBSTANTIALLY ALL OF OUR RAW MATERIALS AND COMPONENT PARTS.         

    The Aluminum and Manufactured Products segments purchase substantially all
of their raw materials, principally metals and some component parts incorporated
into their products, and Integrated Logistics Solutions purchases substantially 
all of its fasteners, from third-party suppliers and manufacturers. We believe  
there are numerous available sources of supply for required raw materials and   
component parts incorporated into our products with the exception of some       
specialty fasteners. While we currently maintain alternative sources for raw    
materials and these component parts, our businesses are subject to the risk of  
price fluctuations and periodic delays in the delivery of specialty fasteners,  
raw materials and component parts. Failure by suppliers to continue to supply us
with raw materials or these component parts on commercially reasonable terms, or
at all, would have a material adverse effect on us. We depend upon the ability  
of these suppliers, among other things, to meet stringent performance and       
quality specifications and to conform to delivery schedules. Failure by         
third-party suppliers to comply with these and other requirements could have a  
material adverse effect on our financial condition, liquidity and results of    
operations.                                                                     

COMPETITION -- WE OPERATE IN HIGHLY COMPETITIVE INDUSTRIES.                     

   The markets in which the Aluminum and Manufactured Products segments sell
their products are highly competitive. Some of our competitors are large        
companies that have greater financial resources than we have. We believe that   
the principal competitive factors for Aluminum and Manufactured Products are    
product quality and conformity to customer specifications, design and           
engineering capabilities, product development, timeliness of delivery and price.
The rapidly evolving nature of the markets in which we compete may attract new  
entrants as they perceive opportunities, and our competitors may foresee the    
course of market development more accurately than we do. In addition, our       
competitors may develop products that are superior to our products or may adapt 
more quickly than we do to new technologies or evolving customer requirements.  

    Integrated Logistics Solutions competes with over 2,500 domestic full-line
industrial fastener distributors and other domestic distributors that offer     
fasteners in addition to other products, as well as a number of fastener        
manufacturers. In certain circumstances, some fastener manufacturers may sell   
directly to original equipment manufacturers. Recent trends by original         
equipment manufacturers to limit their number of outside vendors and moderate   
growth in the industrial fastener industry have resulted in increased           
competition as many manufacturers and distributors have reduced prices to       
compete more effectively. We expect competitive pressures in our markets to     
remain strong. These pressures arise from existing competitors, other companies 
that may enter our existing or future markets and, in some cases, our customers,
which may decide to produce in-house items we sell. We cannot assure you that we
will be able to compete successfully with our competitors. Failure to compete   
successfully could have a material adverse effect on our financial condition,   
liquidity and results of operations.                                            

POTENTIAL PRODUCT LIABILITY RISKS EXIST FROM THE PRODUCTS WHICH WE SELL.        

Our businesses expose us to potential product liability risks that are
inherent in the design, manufacture and sale of our products and products of    
third-party vendors that we use or resell. While we currently maintain what we  
believe to be suitable and adequate product liability insurance, we cannot      
assure you that we will be able to maintain our insurance on acceptable terms or
that our insurance will provide adequate protection against potential           
liabilities. In the event of a claim against us, a lack of sufficient insurance 
coverage could have a material adverse effect on our financial condition,       
liquidity and results of operations. Moreover, even if we maintain adequate     
insurance, any successful claim could have a material adverse effect on our     
financial condition, liquidity and results of operations.                       

ENVIRONMENTAL COMPLIANCE -- IF WE FAIL TO COMPLY WITH ENVIRONMENTAL LAWS AND    
REGULATIONS, THEN WE MAY INCUR COSTS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT 
ON OUR FINANCIAL CONDITION.                                                     

 We are subject to a variety of environmental laws including those which
regulate the use, handling, treatment, storage, discharge and disposal of       
substances and hazardous wastes used or generated in our manufacturing          
processes. If we fail to comply with present and future environmental laws, we  
could be subject to                                                             

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future liabilities or the suspension of production. Environmental laws could    
also restrict our ability to expand our facilities or could require us to       
acquire costly equipment or to incur other significant expenses in connection   
with our manufacturing processes. We believe compliance with existing laws and  
the cost of remediation efforts will not have a material adverse impact on our  
financial condition, liquidity and results of operations. However, material     
future expenditures may be necessary if compliance standards change or material 
unknown conditions are discovered. See "Business -- Environmental Regulations". 

GOVERNMENT REGULATION -- PORTIONS OF OUR BUSINESS ARE SUBJECT TO REGULATION     
UNDER THE FASTENER QUALITY ACT OF 1991.                                         

     The Fastener Quality Act of 1991 regulates the manufacture, importation and
distribution of certain high-grade industrial fasteners in the United States.   
The Fastener Act, which was signed into law on June 8, 1999, requires testing,  
certification and recordkeeping requirements by the manufacturers, importers and
distributors of those fasteners. As a result, we and other fastener suppliers   
are required to maintain records and product tracking systems and comply with   
other requirements imposed during the implementation of the Fastener Act. We    
have tracking and traceability systems, which, to date, have not materially     
increased expenses. However, we cannot assure you that future regulations will  
not materially increase our costs.                                              

WE DEPEND HEAVILY ON OUR INFORMATION SYSTEMS -- IF OUR INFORMATION SYSTEMS FAIL,
OUR BUSINESS WILL BE MATERIALLY AFFECTED.                                       

     We believe that our computer systems are an integral part of the Integrated
Logistics Solutions business, and to a lesser extent, the Aluminum and          
Manufactured Products segments. We depend on our information systems to process 
orders, manage inventory and accounts receivable collections, purchase products,
maintain cost-effective operations, route and re-route orders and provide       
superior service to our customers. We cannot assure you that a disruption in the
operation of our information systems used by Integrated Logistics Solutions,    
including the failure of the supply chain management software to function       
properly, or those used by Aluminum and Manufactured Products will not occur.   
Any such disruption could have a material adverse effect on our financial       
condition, liquidity and results of operations.                                 

LABOR RELATIONS -- SOME OF OUR EMPLOYEES BELONG TO LABOR UNIONS AND STRIKES OR  
WORK STOPPAGES COULD ADVERSELY AFFECT OUR OPERATIONS.                           

  We are a party to 16 collective bargaining agreements with various labor
unions, two of which will expire in 1999. In the aggregate, under those         
agreements we currently employ approximately 1,000 full-time employees. Our     
inability to negotiate acceptable contracts with these unions could result in,  
among other things, strikes, work stoppages or other slowdowns by the affected  
workers and increased operating costs as a result of higher wages or benefits   
paid to union members. In the last three years, we have experienced labor       
strikes at one operating unit of our Manufactured Products segment. While we    
consider our current relations with our employees to be good, if the unionized  
workers were to engage in a strike, work stoppage or other slowdown, or other   
employees were to become unionized, we could experience a significant disruption
of our operations and higher ongoing labor costs, which could have a material   
adverse effect on our business, financial condition and results of operations.  

YEAR 2000 -- OUR FAILURE, OR THE FAILURE OF BUSINESSES ON WHICH WE RELY, TO BE  
YEAR 2000 COMPLIANT COULD NEGATIVELY IMPACT OUR OPERATIONS.                     

    The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer  
programs or hardware that have date-sensitive software or embedded chips may    
recognize a date using "00" as the year 1900 rather than the year 2000. If we   
and/or third parties on which we rely do not successfully update computer       
systems to avoid this issue, we could experience system failures or             
miscalculations, and, as a result, disruptions in our operations. The possible  
consequences could include, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business activities.    

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During 1996, we developed a task force to monitor and track year 2000 
compliance at our operating units. The target for completion of all phases of   
remediation and testing of our computer systems is the third quarter of this    
year. We believe, based upon assessments and remediations of our systems        
completed to date, that the year 2000 issue will not have a material effect on  
our business operations, consolidated financial condition, cash flows or results
of operations. However, we cannot assure you that all phases of our internal    
assessments and remediations will be completed on schedule. Moreover, we cannot 
assure you that further testing of our systems will not reveal that the year    
2000 issue may have potential material adverse effects on our business.         

Our task force also is reviewing the year 2000 compliance of our key  
suppliers, customers and service providers in an effort to reduce the potential 
adverse effect on our operations from non-compliance by those parties. This     
review is expected to be completed by September 30, 1999. We cannot assure you, 
however, that our assessment of our systems and those of third parties on which 
we rely will be completed on schedule. Moreover, due to the general uncertainty 
inherent in the year 2000 issues, we are unable to determine at this time       
whether the consequences of year 2000 compliance failures by third parties with 
whom we transact business would have a material adverse effect on our results of
operations or financial condition. Failure by these third parties to be year    
2000 compliant, over which we have no control, could have a material adverse    
effect on our operations.                                                       

RISKS ASSOCIATED WITH NOT PARTICIPATING IN THE EXCHANGE OFFER                   

ANY MARKET FOR THE OUTSTANDING NOTES IS LIKELY TO DECLINE AFTER THE COMPLETION  
OF THE EXCHANGE OFFER.                                                          

   As outstanding notes are tendered and accepted in the exchange offer, the
principal amount of remaining outstanding Series C notes and Series B notes will
decrease. This decrease will reduce the liquidity of the trading market for     
those outstanding notes. There can be no assurance that any trading market that 
has developed for those outstanding notes will continue to exist after the      
completion of the exchange offer. See "The Exchange Offer -- Consequences of    
Failure to Exchange."                                                           

IF YOU DO NOT EXCHANGE YOUR OUTSTANDING SERIES C NOTES, YOU WILL REMAIN SUBJECT 
TO TRANSFER RESTRICTIONS.                                                       

Park-Ohio has not registered the outstanding Series C notes under the 
federal securities laws. Outstanding Series C notes that are not exchanged and  
remain outstanding after the completion of the exchange offer will remain       
subject to the transfer restrictions under applicable securities laws. This     
means that you will be able to transfer, sell or trade your outstanding notes   
only through an exemption from the registration requirements of the federal     
securities laws. See "The Exchange Offer -- Consequences of Failure to          
Exchange."                                                                      

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USE OF PROCEEDS 

There will be no cash proceeds from the issuance of the new notes. The
proceeds from the issuance and sale of the outstanding notes were used to repay 
$49.0 million of our borrowings under the revolving credit facility which were  
used to complete recent acquisitions. As of March 31, 1999, the interest rate on
our revolving credit facility was approximately 6.0%. Subsequent to the offering
of the Series C notes, we borrowed approximately $30 million under our revolving
credit facility to complete the acquisition of Columbia Nut & Bolt and          
Industrial Fasteners. See "Summary -- Recent Developments." For a description of
the terms of our revolving credit facility see "Description of Other            
Indebtedness -- Revolving Credit Facility."                                     

CAPITALIZATION

The following table sets forth the capitalization of our company as of
March 31, 1999, on an actual basis and on a pro forma basis after giving effect 
to the offering of the notes. You should read the information in this table in  
conjunction with the "Selected Historical Consolidated Financial Data,"         
"Unaudited Pro Forma Consolidated Income Statement Data," and "Management's     
Discussion and Analysis of Financial Condition and Results of Operations"       
sections of this prospectus, as well as our consolidated financial statements   
and the notes thereto, which are included in this prospectus.                   

                                                                [Download Table]

                                                              AS OF MARCH 31, 1999  
                                                             -----------------------
                                                              ACTUAL      PRO FORMA 
                                                             ---------    ----------
                                                             (DOLLARS IN THOUSANDS) 
                                                                                    
Cash and cash equivalents................................... $  4,482      $  4,482 
                                                             ========      ======== 
Revolving credit facility(a)................................ $111,500      $ 62,500 
Other debt(b)...............................................    8,816         8,816 
Senior subordinated notes...................................  150,000       200,000 
                                                             --------      -------- 
          Total debt........................................  270,316       271,316 
Shareholder's equity........................................  145,439       145,439 
                                                             --------      -------- 
          Total capitalization.............................. $415,755      $416,755 
                                                             ========      ======== 

---------------                                                                 

(a) The revolving credit facility is a $150.0 million senior unsecured revolving
   credit facility. See "Description of Other Indebtedness -- Revolving Credit
Facility."                                                              

(b) Other debt is comprised primarily of industrial revenue bonds, state loans  
and capital leases. See "Description of Other Indebtedness."            

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 
(DOLLARS IN THOUSANDS)

     The selected historical consolidated financial data set forth below for the
five years ended December 31, 1998 have been derived from our consolidated      
financial statements. Our consolidated financial statements for the five years  
ended December 31, 1998 have been audited by Ernst & Young LLP, independent     
auditors. The selected historical consolidated financial data for the           
three-month periods ended March 31, 1998 and 1999 have been derived from our    
unaudited consolidated financial statements, which include all adjustments      
(consisting of normal recurring accruals) that we consider necessary for a fair 
presentation of our financial position and results of operations for these      
periods. You should read the following data in conjunction with "Management's   
Discussion and Analysis of Financial Condition and Results of Operations," our  
consolidated financial statements and notes thereto, and other financial        
information included elsewhere in this prospectus. The data for the periods     
presented are not necessarily comparable because of acquisitions made throughout
such periods. The results of operations for the three months ended March 31,    
1999 are not necessarily indicative of results that may be expected for any     
other interim period or for the year ending December 31, 1999.                  

                                                        [Enlarge/Download Table]

                                                                                           THREE MONTHS ENDED    
                                               YEARS ENDED DECEMBER 31,                         MARCH 31,        
                                 ----------------------------------------------------   -------------------------
                                   1994       1995       1996       1997       1998        1998          1999    
                                 --------   --------   --------   --------   --------   -----------   -----------
                                                                                        (UNAUDITED)   (UNAUDITED)
                                                                                                                 
SELECTED INCOME STATEMENT DATA:                                                                                  
Net sales....................... $129,216   $289,501   $347,679   $441,110   $551,793    $136,503      $171,403  
Cost of products sold...........  104,225    240,871    289,400    368,734    455,167     113,171       140,436  
                                 --------   --------   --------   --------   --------    --------      --------  
  Gross profit..................   24,991     48,630     58,279     72,376     96,626      23,332        30,967  
Selling, general and                                                                                             
  administrative expenses.......   16,838     30,020     38,131     44,396     56,318      14,137        17,952  
Restructuring charge............       --         --      2,652         --         --          --            --  
                                 --------   --------   --------   --------   --------    --------      --------  
  Operating income (a)..........    8,153     18,610     17,496     27,980     40,308       9,195        13,015  
Other income....................       --       (214)    (4,204)(b)     (320)       --         --            --  
Interest expense................    1,501      5,911      6,947      9,101     17,488       4,152         5,378  
                                 --------   --------   --------   --------   --------    --------      --------  
Income from continuing                                                                                           
  operations before income                                                                                       
  taxes.........................    6,652     12,913     14,753     19,199     22,820       5,043         7,637  
Income taxes (benefit)..........   (1,826)    (6,900)     5,060      7,903      9,726       2,169         3,289  
                                 --------   --------   --------   --------   --------    --------      --------  
Income from continuing                                                                                           
  operations before                                                                                              
  extraordinary charge.......... $  8,478   $ 19,813   $  9,693   $ 11,296   $ 13,094    $  2,874      $  4,348  
                                 ========   ========   ========   ========   ========    ========      ========  
OTHER DATA:                                                                                                      
Net cash flows provided (used)                                                                                   
  by operating activities....... $  9,027   $ (3,992)  $  7,726   $(10,039)  $  4,132    $(11,938)     $ 10,926  
Net cash flows provided (used)                                                                                   
  by investing activities.......  (16,772)   (49,425)    31,611    (77,217)   (62,957)     (6,355)      (35,896) 
Net cash flows provided (used)                                                                                   
  by financing activities.......    9,784     53,907    (37,340)    84,411     61,331      17,262        25,132  
EBITDA (c)......................   11,366     24,888     28,146     38,345     53,061      12,926        17,999  
Capital expenditures............   11,749     13,632     15,590     15,947     22,681       6,254         6,304  
Ratio of earnings to fixed                                                                                       
  charges (d)...................      3.8x       2.8x       2.7x       2.7x       2.1x        2.0x          2.2x 

See accompanying Notes to Selected Historical Consolidated Financial Data.
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                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31,                        AS OF MARCH 31,     
                                  ----------------------------------------------------  -------------------------
                                    1994       1995       1996       1997       1998       1998          1999    
                                  --------   --------   --------   --------   --------  -----------   -----------
                                                                                        (UNAUDITED)   (UNAUDITED)
                                                                                                                 
SELECTED BALANCE SHEET DATA:                                                                                     
Cash and cash equivalents........ $  2,172   $  2,662   $  4,659   $  1,814   $  4,320   $    783      $  4,482  
Working capital, as adjusted                                                                                     
  (e)............................   27,677     98,110    100,247    145,102    172,889    161,331       159,877  
Total assets.....................  128,396    301,747    282,910    413,109    489,554    445,830       565,281  
Total debt.......................   32,001    118,738     82,989    172,755    238,105    190,181       270,316  
Shareholders' equity.............   46,530     95,542    115,069    129,010    140,842    134,196       145,439  

See accompanying Notes to Selected Historical Consolidated Financial Data 

NOTES TO SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

(a) Operating income is defined as net sales less cost of products sold,        
   selling, general and administrative expenses and a restructuring charge. In
1996, we incurred a restructuring charge of $2.7 million relating to the
consolidation of three of our consumer products manufacturing facilities
into one and the discontinuance of certain or our product lines.        

(b) In 1996, other income was comprised of:                                     

- a gain of $2.7 million in connection with the full settlement of      
      subordinated notes receivable resulting from the sale of two manufacturing
facilities; and                                                     

- a gain of $1.5 million on the sale of certain securities by us in the 
third quarter of 1996.                                              

(c) EBITDA is defined as earnings from continuing operations before interest,   
income taxes, depreciation, amortization, other income and non-recurring
    items. Non-recurring items include a restructuring charge of $2.7 million in
the fourth quarter of 1996 relating to the consolidation of three of our
  consumer products manufacturing facilities into one and the discontinuance
    of certain product lines. EBITDA is not a measure of performance under GAAP.
 While EBITDA should not be considered in isolation or as a substitute for
 net income, cash flows from operating activities and other income or cash
flow statement data prepared in accordance with GAAP or as a measure of 
    profitability or liquidity, we understand that EBITDA is customarily used as
  an indication of a company's ability to incur and service debt. You should
 read the "Management's Discussion and Analysis of Financial Condition and
   Results of Operations" section in this prospectus for a discussion of other
 measures of liquidity and operations that are covered by our consolidated
    financial statements. EBITDA as defined by us may not be comparable to other
similarly titled measures of other companies.                           

(d) Earnings are defined as earnings from continuing operations before income   
    taxes and fixed charges. Fixed charges are defined as interest expense and a
portion of rental expense representing the interest factor, which we    
estimate to be one-third of rental expense, and amortization of deferred
financing costs and premium on the notes.                               

(e) Working capital, as adjusted, is defined as total current assets excluding  
  cash and cash equivalents less total current liabilities excluding current
portion of long-term debt.                                              

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UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT DATA

  The following Unaudited Pro Forma Consolidated Income Statement Data are
adjusted to give effect to our recent acquisitions and the consummation of the  
offering of the notes as if these events occurred as of the beginning of the    
periods presented. The Unaudited Pro Forma Consolidated Income Statement Data   
combine our historical operating results with the historical operating results  
of our recent acquisitions prior to the dates we made such acquisitions using   
the purchase method of accounting. The pro forma operating results are presented
for informational purposes only and are not necessarily indicative of the       
operating results that we would have achieved had these acquisitions actually   
occurred at the beginning of each period presented, nor do they necessarily     
indicate results of future operations.                                          

     The Unaudited Pro Forma Consolidated Income Statement Data are based on the
assumptions set forth in the notes to such statements, and you should read them 
in conjunction with our consolidated financial statements and notes thereto     
included elsewhere in this prospectus.                                          

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UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT DATA
FOR THE THREE MONTHS ENDED MARCH 31, 1999 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                        HISTORICAL  REFINANCING    PRO FORMA 
                                                        COMPANY(A)  ADJUSTMENTS   AS ADJUSTED
                                                        ----------  -----------   -----------
                                                                                             
SELECTED INCOME STATEMENT DATA:                                                              
Net sales..............................................  $171,403      $  --       $171,403  
Cost of products sold..................................   140,436         --        140,436  
                                                         --------      -----       --------  
  Gross profit.........................................    30,967         --         30,967  
Selling, general and administrative expenses...........    17,952         --         17,952  
                                                         --------      -----       --------  
  Operating income.....................................    13,015         --         13,015  
Interest expense.......................................     5,378        464 (b)      5,842  
                                                         --------      -----       --------  
  Income before income taxes...........................     7,637       (464)         7,173  
Income taxes...........................................     3,289       (176)(c)      3,113  
                                                         --------      -----       --------  
  Net income...........................................  $  4,348      $(288)      $  4,060  
                                                         ========      =====       ========  
OTHER FINANCIAL DATA:                                                                        
Operating income.......................................  $ 13,015      $  --       $ 13,015  
Plus: Depreciation and amortization....................     4,984         --          4,984  
                                                         --------      -----       --------  
EBITDA (d).............................................  $ 17,999      $  --       $ 17,999  
                                                         ========      =====       ========  
Capital expenditures...................................  $  6,304      $  --       $  6,304  
Ratio of earnings to fixed charges (e).................       2.2x        --            2.1x 

See accompanying Notes to Unaudited Pro Forma Consolidated Income Statement 
Data. 

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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT DATA 
FOR THE THREE MONTHS ENDED MARCH 31, 1999 
(DOLLARS IN THOUSANDS)

(a) Historical results for the three-month period ended March 31, 1999
         include the results for Metalloy, St. Louis Screw and Bolt and PMC from
    their respective dates of acquisition. Our acquisition of Metalloy
     occurred on January 4, 1999. Our acquisition of St. Louis Screw and
       Bolt on January 29, 1999 was considered effective January 1, 1999 and
 PMC was not operating in 1999 until we acquired it. Acquisition
         adjustments are therefore not required for these three acquisitions. As
      the acquisitions of Columbia Nut & Bolt and Industrial Fasteners did
    not take place until July 1999, and are not material to Park-Ohio,
 their results have not been included in the pro forma financial
statements.                                                   

(b) Reflects the following adjustments to interest expense:           

                                                                [Download Table]
                                                                      
     Interest expense -- notes offered hereby(1)............    $1,156
     Interest expense -- existing notes(2)..................     3,469
     Interest expense -- revolving credit facility(3).......       937
     Interest expense -- other debt.........................       109
     Amortization of deferred financing fees, net of premium          
      on notes..............................................       171
                                                                ------
     Pro forma interest expense.............................     5,842
     Less: historical interest expense......................     5,378
                                                                ------
          Total adjustment..................................    $  464
                                                                ======

(1) Reflects an interest rate of 9.25%.                         

(2) Reflects an interest rate of 9.25%.                         

(3) Reflects the current interest rate of 6.00%.                

   (c) Adjustment necessary to reflect income tax expense at our incremental
effective income tax rate of 38%.                             

(d) EBITDA is defined as earnings from continuing operations before   
        interest, income taxes, depreciation and amortization. EBITDA is not a
measure of performance under GAAP. While EBITDA should not be 
       considered in isolation or as a substitute for net income, cash flows
        from operating activities and other income or cash flow statement data
      prepared in accordance with GAAP or as a measure of profitability or
liquidity, we understand that EBITDA is customarily used as an
         indication of a company's ability to incur and service debt. You should
       read the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" section included elsewhere in this 
prospectus for a discussion of other measures of liquidity and
       operations that are covered by our consolidated financial statements.
         EBITDA as defined by us may not be comparable to other similarly titled
measures of other companies.                                  

(e) Earnings are defined as earnings from continuing operations before
       income taxes and fixed charges. Fixed charges are defined as interest
   expense and a portion of rental expense representing the interest
  factor, which we estimate to be one-third of rental expense, and
    amortization of deferred financing costs and premium on the notes.

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UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT DATA
FOR THE YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                     HISTORICAL                                                                
                            ----------------------------                                                       
                                             RECENT        ACQUISITION     PRO FORMA  REFINANCING    PRO FORMA 
                            COMPANY(a)   ACQUISITIONS(b)  ADJUSTMENTS(c)    COMPANY   ADJUSTMENTS   AS ADJUSTED
                            ----------   ---------------  --------------   ---------  -----------   -----------
                                                                                                               
SELECTED INCOME STATEMENT                                                                                      
  DATA:                                                                                                        
Net sales.................   $551,793       $146,079        $       --     $697,872    $      --     $697,872  
Cost of products sold.....    455,167        119,737            (1,169)(d)  573,735           --      573,735  
                             --------       --------        ----------     --------    ---------     --------  
  Gross profit............     96,626         26,342             1,169      124,137           --      124,137  
Selling, general and                                                                                           
  administrative                                                                                               
  expenses................     56,318         21,746            (4,508)(e)   74,314           --       74,314  
                                   --             --               758(f)        --           --           --  
                             --------       --------        ----------     --------    ---------     --------  
  Operating income........     40,308          4,596             4,919       49,823           --       49,823  
Interest expense..........     17,488          3,304                --       20,792        2,578(g)    23,370  
                             --------       --------        ----------     --------    ---------     --------  
  Income before income                                                                                         
    taxes.................     22,820          1,292             4,919       29,031       (2,578)      26,453  
Income taxes..............      9,726            396             1,869(h)    11,991         (980)(h)   11,011  
                             --------       --------        ----------     --------    ---------     --------  
  Net income..............   $ 13,094       $    896        $    3,050     $ 17,040    $  (1,598)    $ 15,442  
                             ========       ========        ==========     ========    =========     ========  
OTHER FINANCIAL DATA:                                                                                          
Operating income..........   $ 40,308       $  4,596        $    4,919     $ 49,823    $      --     $ 49,823  
Plus: Depreciation and                                                                                         
  amortization............     12,753          5,429               758       18,940           --       18,940  
                             --------       --------        ----------     --------    ---------     --------  
EBITDA (i)................   $ 53,061       $ 10,025        $    5,677     $ 68,763    $      --     $ 68,763  
                             ========       ========        ==========     ========    =========     ========  
Capital expenditures......   $ 22,681       $  3,514        $       --     $ 26,195    $      --     $ 26,195  
Ratio of earnings to fixed                                                                                     
  charges (j).............        2.1x            --                --           --           --          2.0x 

See accompanying Notes to Unaudited Pro Forma Consolidated Income Statement 
Data. 

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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT DATA 
FOR THE YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)

 (a) Historical results for the year ended December 31, 1998 include the
      results for Direct as of April 14, 1998 and Gateway as of October 8,
1998.                                                         

(b) The following table reflects the operating results of our recent  
      acquisitions from January 1, 1998 to the earlier of their respective
  dates of acquisition or December 31, 1998 (As the acquisition of
       Columbia Nut & Bolt and Industrial Fasteners did not take place until
      July 1999, and are not material to Park-Ohio, their results have not
been included in the pro forma financial statements.):        

                                                        [Enlarge/Download Table]

                                                                ST. LOUIS                    
                                                                  SCREW                      
                                     DIRECT  GATEWAY  METALLOY  AND BOLT     PMC      TOTAL  
                                     ------  -------  --------  ---------  -------   --------
                                                                                             
SELECTED INCOME STATEMENT DATA:                                                              
Net sales........................... $2,046  $32,093  $94,789    $6,772    $10,379   $146,079
Cost of products sold...............  1,309  19,411    86,173     5,516      7,328    119,737
                                     ------  -------  -------    ------    -------   --------
Gross profit........................    737  12,682     8,616     1,256      3,051     26,342
Selling, general and administrative                                                          
  expenses..........................    420  10,393     6,048     1,233      3,652     21,746
                                     ------  -------  -------    ------    -------   --------
Operating income (loss).............    317   2,289     2,568        23       (601)     4,596
Interest expense....................     --     396       873        --      2,035      3,304
                                     ------  -------  -------    ------    -------   --------
Income (loss) before income taxes...    317   1,893     1,695        23     (2,636)     1,292
Income taxes........................     12      --       384        --         --        396
                                     ------  -------  -------    ------    -------   --------
Net income (loss)................... $  305  $1,893   $ 1,311    $   23    $(2,636)  $    896
                                     ======  =======  =======    ======    =======   ========
OTHER FINANCIAL DATA:                                                                        
EBITDA.............................. $  323  $2,685   $ 7,315    $   61    $  (359)  $ 10,025
Depreciation and amortization.......      6     396     4,747        38        242      5,429
Capital expenditures................     --   1,380     1,893        94        147      3,514

 (c) Reflects adjustments for certain cost savings that we believe would
        have been realized and certain estimated incremental expenses relating
     to selling, general and administrative expenses and amortization of
        intangible assets that would have been incurred had we consummated our
recent acquisitions as of January 1, 1998.                    

  (d) Reflects a cost saving adjustment of $1,169 to cost of products sold
due to the elimination of duplicative operating personnel in  
conjunction with our recent acquisitions.                     

    (e) Reflects the following cost saving adjustments to selling, general and
      administrative expenses in conjunction with our recent acquisitions:

                                                                [Download Table]
                                                                      
     Elimination of duplicative personnel...................    $3,299
     Reduction in insurance and pension costs...............       834
     Elimination of compensation to previous owners.........       375
                                                                ------
          Total adjustment..................................    $4,508
                                                                ======

    (f) Reflects additional amortization of goodwill over 40 years as a result
of our recent acquisitions.                                   

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(g) Reflects the following adjustments to interest expense:           

                                                                [Download Table]
                                                                       
     Interest expense -- notes offered hereby(1)............    $ 4,625
     Interest expense -- existing notes(2)..................     13,875
     Interest expense -- revolving credit facility(3).......      3,750
     Interest expense -- other debt.........................        436
     Amortization of deferred financing fees, net of premium           
      on notes..............................................        684
                                                                -------
     Pro forma interest expense.............................     23,370
     Less: historical interest expense......................     20,792
                                                                -------
          Total adjustment..................................    $ 2,578
                                                                =======

(1) Reflects an interest rate of 9.25%.                         

(2) Reflects an interest rate of 9.25%.                         

(3) Reflects the current interest rate of 6.00%.                

   (h) Adjustment necessary to reflect income tax expense at our incremental
effective income tax rate of 38%.                             

(i) EBITDA is defined as earnings from continuing operations before   
        interest, income taxes, depreciation and amortization. EBITDA is not a
measure of performance under GAAP. While EBITDA should not be 
       considered in isolation or as a substitute for net income, cash flows
        from operating activities and other income or cash flow statement data
      prepared in accordance with GAAP or as a measure of profitability or
liquidity, we understand that EBITDA is customarily used as an
         indication of a company's ability to incur and service debt. You should
       read the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" section included elsewhere in this 
prospectus for a discussion of other measures of liquidity and
       operations that are covered by our consolidated financial statements.
         EBITDA as defined by us may not be comparable to other similarly titled
measures of other companies.                                  

(j) Earnings are defined as earnings from continuing operations before
       income taxes and fixed charges. Fixed charges are defined as interest
   expense and a portion of rental expense representing the interest
  factor, which we estimate to be one-third of rental expense, and
    amortization of deferred financing costs and premium on the notes.

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THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER                                        

    We sold the Series C notes to the initial purchasers on June 2, 1999. As a
condition to the sale of those notes, we entered into a registration rights     
agreement which requires us, unless not permitted by applicable law or          
Securities and Exchange Commission policy, to:                                  

    - file with the SEC a registration statement under the Securities Act with
respect to the new notes within 45 days after June 2, 1999;       

- use our best efforts to cause that registration statement to become 
    effective under the Securities Act within 130 days after June 2, 1999;
and                                                               

   - upon effectiveness of the registration statement, commence the exchange
offer and keep it open for at least 30 days (or a longer period if
      required by law) and deliver to the exchange agent new notes in the same
       aggregate principal amount as the outstanding notes that were tendered by
holders in the exchange offer.                                    

     A copy of the registration rights agreement has been filed as an exhibit to
the registration statement which was filed with the SEC. The registration       
statement also includes this prospectus.                                        

   You are a holder, or a person to whom this exchange offer is made, if you
are a person in whose name any outstanding notes are registered on Park-Ohio's  
books or if you have obtained a properly completed assignment of those notes    
from a registered holder.                                                       

In order to participate in the exchange offer, you must represent to  
Park-Ohio that:                                                                 

    - the new notes being acquired in the exchange offer are being obtained in
      the ordinary course of business of the person receiving those new notes;

   - neither you nor any other person receiving the new notes is engaging in
or intends to engage in a distribution of the new notes;          

- neither you nor any other person receiving the new notes has an     
arrangement or understanding with any person to participate in the
distribution of the new notes; and                                

- neither you nor any other person receiving the new notes is an      
    "affiliate" of Park-Ohio. An affiliate is any person who "controls, is
controlled by, or is under the common control with," Park-Ohio.   

RESALE OF THE NEW NOTES                                                         

    In exchange for properly tendered outstanding notes, the new notes will be
issued without a restrictive legend and may be reoffered and resold by the      
holder without the restrictions and limitations imposed by the Securities Act of
1933 on the outstanding Series C notes. Outstanding notes that are not tendered 
for exchange under the exchange offer will remain outstanding and holders of    
those notes will be entitled to the rights as set forth in the indentures.      
However, the holders of the outstanding notes will not retain any rights under  
the registration rights agreement, including the right to receive additional    
incremental interest on the outstanding notes in the event that the registration
statement has not been filed or become effective within specified time periods. 
Untendered outstanding Series C notes will remain subject to the transfer       
restrictions imposed by the Securities Act of 1933. See "Consequences of Failure
to Exchange."                                                                   

     The conclusion that the new notes may be reoffered and resold by the holder
without transfer restrictions is based on previous interpretations by the Staff 
of the SEC in no-action letters issued to third parties, including "Exxon       
Capital Holdings Corporation" (available May 13, 1988), "Morgan Stanley & Co.   
Incorporated" (the "Morgan Stanley Letter"), Mary Kay Cosmetics, Inc."          
(available June 5, 1991), "Warnaco, Inc." (available October 11, 1991, and      
"K-III Communications Corp." (available May 14, 1993). This conclusion also     
relies on the representations described above that must be made by you and by   
any other tendering holder before participating in the exchange offer.          

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Any holder who tenders in the exchange offer with the intention of    
participating in a distribution of the new notes cannot rely on this conclusion 
and must comply with the registration and prospectus delivery requirements of   
the Securities Act of 1933 in connection with any resale transaction. If our    
conclusion regarding resale of the new notes is inaccurate, holders who transfer
new notes in violation of the prospectus delivery provisions of the Securities  
Act of 1933 and without an exemption from registration may incur liability. We  
will not assume, or indemnify holders against, this liability.                  

 The exchange offer is not being made to, and we will not accept tenders
from, holders of outstanding notes in any jurisdiction where the exchange offer 
or the acceptance of outstanding notes would not be in compliance with the      
securities or blue sky laws of that jurisdiction.                               

SPECIAL RULES FOR BROKER-DEALERS                                                

    Each broker-dealer that receives new notes for its own account in exchange
for outstanding notes, where the outstanding notes were acquired by that        
broker-dealer as a result of market-making activities or other trading          
activities, must acknowledge that it will deliver a prospectus in connection    
with any resale of new notes. In order to facilitate the disposition of new     
notes by broker-dealers participating in the exchange offer, we have agreed, for
a period of 180 days following the expiration of the exchange offer and, subject
to specific conditions, to make this prospectus, as it may be amended or        
supplemented from time to time, available for delivery by those broker-dealers  
to satisfy their prospectus delivery obligations under the Securities Act.      

TERMS OF THE EXCHANGE OFFER                                                     

If the terms and conditions described in this prospectus and in the   
accompanying Letter of Transmittal are met, we will accept any and all          
outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New    
York City time, on the expiration date.                                         

    This prospectus, together with the Letter of Transmittal, is being sent to
all registered holders of the outstanding notes. There will be no fixed record  
date for determining registered holders of the outstanding notes entitled to    
participate in the exchange offer. Instead, holders of the outstanding notes    
must tender their certificates or cause their outstanding notes to be tendered  
by book-entry transfer prior to the expiration date in order to participate.    

  The exchange agent, Norwest Bank, National Association will act as agent
for the tendering holders for the purposes of receiving new notes from          
Park-Ohio. Park-Ohio will be deemed to have accepted validly tendered           
outstanding notes when we have given oral or written notice to the exchange     
agent. If any tendered outstanding notes are not accepted for exchange because  
of an invalid tender or any other reason, certificates for those unaccepted     
outstanding notes will be returned, without expense to the tendering holder, as 
promptly as practicable after the expiration date of the exchange offer. Any    
unaccepted outstanding notes tendered by book-entry transfer will be credited to
an account maintained with The Depository Trust Company, without expense to the 
tendering holder, as promptly as practicable after the expiration date. See     
"Procedures for Tendering."                                                     

Holders who tender outstanding notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the accompanying Letter of Transmittal, transfer taxes with respect to the      
exchange.                                                                       

EXPIRATION DATE; EXTENSIONS; AMENDMENTS                                         

 The expiration date will be 5:00 p.m., New York City time on August 26,
1999, unless, in our sole discretion, we extend the exchange offer. If extended,
the expiration date will then be the latest date and time to which the exchange 
offer is extended.                                                              

We will notify the exchange agent of any extension by oral (promptly  
confirmed in writing) or written notice prior to 9:00 a.m., New York City time, 
on the next business day after the previously schedule expiration date and will 
also make a public announcement of any extension through a release to an        
appropriate news agency.                                                        

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We reserve the right, in our sole discretion to:                      

- delay accepting any outstanding notes,                              

     - extend the exchange offer, if any of the conditions set forth below under
"Conditions" have not been satisfied,                             

  - terminate the exchange offer, if any of the conditions set forth below
under "Conditions" have not been satisfied,                       

   - amend the terms of the exchange offer in any manner consistent with the
registration rights agreement.                                    

Any delay in acceptances, extension, termination, or amendment of the 
exchange offer will be followed as promptly as practicable by oral or written   
notice to the registered holders. We have no obligation to publish, advertise or
otherwise communicate this notice other than our obligation to make a timely    
release to a news agency.                                                       

     If the exchange offer is amended in a manner determined by us to constitute
a material change, we will promptly disclose that amendment in a prospectus     
supplement that will be distributed to all registered holders. Depending upon   
the significance of the amendment and the manner of disclosure to the registered
holders, we will also extend the exchange offer for a period of five to ten     
business days, if the exchange offer would otherwise expire during that five to 
ten business day period.                                                        

  Issuance of new notes in exchange for accepted outstanding notes will be
made only after the exchange agent receives:                                    

- certificates for the outstanding notes, or a timely confirmation of 
     book-entry transfer of such outstanding notes into the exchange agent's
account at The Depository Trust Company;                          

- a properly completed and duly executed Letter of Transmittal; and   

- all other required documents.                                       

However, we reserve the absolute right to waive any defects or        
irregularities in the tender of outstanding notes or in the satisfaction of     
conditions of the exchange offer by a holder. If:                               

- any tendered outstanding notes are not accepted for any reason;     

- the holder withdraws their previously tendered outstanding notes; or

- outstanding notes are submitted for a greater principal amount of   
outstanding notes than the holder desires to exchange;            

then any such unaccepted, withdrawn or portion of non-exchanged outstanding     
notes will be returned as promptly as practicable after the expiration or       
termination of the exchange offer without expense to the tendering holder. In   
the case of outstanding notes tendered by book-entry transfer, such unaccepted, 
withdrawn or portion of non-exchanged outstanding notes will be credited to an  
account maintained with The Depository Trust Company without expense to the     
tendering holder.                                                               

CONDITIONS                                                                      

  We will not be required to exchange any new notes for outstanding notes,
and we may terminate the exchange offer before the acceptance of any outstanding
notes for exchange, if:                                                         

   - any action or proceeding is instituted or threatened in any court or by
  or before any governmental agency with respect to the exchange offer
       which, in our reasonable judgment, might materially impair our ability to
proceed with the exchange offer;                                  

    - any law, statute, rule or regulation is proposed, adopted or enacted, or
    any interpretation of any existing law, statute, rule or regulation is
      issued by the staff of the SEC, which, in our reasonable judgment, might
  materially impair our ability to proceed with the exchange offer; or

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     - any governmental approval or approval by holders of the outstanding notes
      has not been obtained, if we deem, in our reasonable judgment, that such
approval is necessary for the consummation of the exchange offer. 

     If we determine in our sole discretion that any of these conditions are not
satisfied, we may:                                                              

- refuse to accept any outstanding notes and return all tendered      
outstanding notes to the tendering holders, or, in the case of    
outstanding notes tendered by book-entry transfer, credit such    
  outstanding notes to an account maintained with The Depository Trust
Company;                                                          

     - extend the exchange offer and retain all outstanding notes tendered prior
       to the expiration of the exchange offer, subject to the rights of holders
to withdraw their tender of outstanding notes; or                 

- waive any unsatisfied conditions and accept all properly tendered   
outstanding notes that have not been withdrawn.                   

See "-- Expiration Date; Extensions; Amendments."                     

PROCEDURES FOR TENDERING                                                        

To tender in the exchange offer, a holder must:                       

- complete, sign and date the Letter of Transmittal, or a facsimile;  

   - have the signatures on the Letter of Transmittal guaranteed if required
by the Letter of Transmittal, and                                 

   - mail or otherwise deliver the Letter of Transmittal or facsimile to the
exchange agent before the expiration date.                        

   In addition, a holder must comply with the guaranteed delivery procedures
described below if:                                                             

     - certificates for outstanding notes and the Letter of Transmittal will not
be received by the exchange agent before the expiration date; or  

  - a timely confirmation of book-entry transfer of outstanding notes into
      the exchange agent's account at The Depository Trust Company will not be
received by the exchange agent before the expiration date.        

  To be effectively tendered, the Letter of Transmittal and other required
documents must be received by the exchange agent at the address set forth below 
under "-- Exchange Agent" before the expiration date.                           

    A tender by a holder of outstanding notes that is not withdrawn before the
expiration date will constitute an agreement between Park-Ohio and the holder in
accordance with the terms, and subject to the conditions, set forth in this     
prospectus and in the Letter of Transmittal.                                    

   THE METHOD OF DELIVERY OF OUTSTANDING NOTES AND THE LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND  
RISK. INSTEAD OF DELIVERY BY MAIL, YOU SHOULD USE AN OVERNIGHT OR HAND DELIVERY 
SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO   
ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. DO NOT SEND   
THE LETTER OF TRANSMITTAL OR OUTSTANDING NOTES TO PARK-OHIO. YOU MAY REQUEST    
THAT YOUR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, OR    
NOMINEES TENDER YOUR OUTSTANDING NOTES FOR YOU.                                 

     If you are a beneficial owner whose outstanding notes are registered in the
name of a broker, dealer, commercial bank, trust company, or other nominee, and 
you wish to tender your outstanding notes, you should contact the registered    
holder promptly and instruct the registered holder to tender your outstanding   
notes on your behalf. If you are a beneficial owner and wish to tender your     
outstanding notes on your own behalf, you must, before completing and executing 
the Letter of Transmittal and delivering your outstanding notes, either make    
appropriate arrangements to register ownership of the outstanding notes in your 
name or obtain a properly completed assignment from the registered holder. The  
transfer of registered ownership of outstanding notes may take a long time.     

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 Signatures on a Letter of Transmittal or a notice of withdrawal must be
guaranteed by an eligible institution unless the outstanding notes are          

  - tendered by a registered holder who has not completed the box entitled
      "Special Payment Instructions" or "Special Delivery Instructions" on the
Letter of Transmittal; or                                         

- tendered for the account of an eligible institution.                

If signatures on a Letter of Transmittal or a notice of withdrawal are required 
to be guaranteed, the guarantor must be an eligible institution. Eligible       
institutions include:                                                           

- a member firm of a registered national securities exchange;         

  - a member firm of the National Association of Securities Dealers, Inc.;

- a commercial bank having an office or correspondent in the U.S.; and

  - an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934.                        

If the Letter of Transmittal is signed by a person other than the     
registered holder, those outstanding notes must be endorsed or accompanied by a 
properly completed bond power. The bond power must be signed by the registered  
holder as their name appears on their outstanding notes.                        

  If the Letter of Transmittal, any outstanding notes or any bond power is
signed by trustees, executors, administrators, guardians, attorneys-in-fact,    
officers of corporations or others acting in a fiduciary or representative      
capacity, those persons should indicate their capacity when signing. Unless     
waived, evidence satisfactory to us of that person's authority to act must be   
submitted with the Letter of Transmittal.                                       

All questions as to the validity, form, eligibility, time of receipt, 
acceptance of tendered outstanding notes, and withdrawal of tendered outstanding
notes will be determined by us in our sole discretion, which will be final and  
binding. We reserve the absolute right to reject any and all outstanding notes  
not properly tendered. Our interpretation of the terms and conditions of the    
exchange offer, including the instructions in the Letter of Transmittal, will be
final and binding on all parties.                                               

    Unless waived, any defects or irregularities in connection with tenders of
outstanding notes must be cured within the time period we designate. Although we
intend to notify holders of defects or irregularities in the tender of          
outstanding notes, neither we, nor the exchange agent or any other person will  
be liable for failure to give such notification. Tenders of outstanding notes   
will not be deemed to have been made until all defects or irregularities have   
been cured or waived. Any outstanding notes received by the exchange agent that 
are not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the exchange agent to the exchange     
agent to the tendering holders, unless otherwise provided in the Letter of      
Transmittal, as soon as practicable following the expiration date.              

   In addition, we reserve the right, in our sole discretion, to purchase or
make offers for any outstanding notes that remain outstanding subsequent to the 
expiration date. To the extent permitted by applicable law and the terms of our 
agreements relating to our outstanding indebtedness, we may purchase outstanding
notes in the open market, in privately negotiated transactions or otherwise. The
terms of any such purchases or offers could differ from the terms of the        
exchange offer.                                                                 

BOOK-ENTRY TRANSFER                                                             

The exchange agent will make a request to establish an account for the
outstanding notes at The Depository Trust Company for the purposes of the       
exchange offer within two business days after the date of this prospectus. Any  
financial institution that is a participant in The Depository Trust Company's   
system may make book-entry delivery of outstanding notes by causing The         
Depository Trust Company to transfer such outstanding notes into the exchange   
agent's account at The Depository Trust Company in accordance with its transfer 
procedures. Even                                                                

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though delivery of outstanding notes may be effected through book-entry transfer
at The Depository Trust Company,                                                

  - a holder must comply with the guaranteed delivery procedures described
below; or                                                         

 - the Letter of Transmittal or a facsimile, with any required signature
  guarantees and any other required documents, must be received by the
     exchange agent at the address set forth below under "Exchange Agent" on
or before the expiration date.                                    

  Delivery of documents to The Depository Trust Company in accordance with
its procedures does not constitute delivery to the exchange agent.              

GUARANTEED DELIVERY PROCEDURES                                                  

   If your outstanding notes are not immediately available or you are unable
to deliver your outstanding notes, the Letter of Transmittal, or any other      
required documents to the exchange agent prior to the expiration date, you may  
effect a tender if:                                                             

- the tender is made through an eligible institution; and             

    - before the expiration date, the exchange agent receives from an eligible
      institution a properly completed and duly executed "Notice of Guaranteed
Delivery" substantially in the form provided by us which          

- states the name and address of the holder;                    

- states the certificate number(s) of such outstanding notes;   

- states the principal amount of outstanding notes tendered;    

      - states that the tender is being made through the guaranteed delivery
procedures; and                                             

    - guarantees that, within three New York Stock Exchange trading days
        after the expiration date, the following documents will be deposited
by the eligible institution with the exchange agent:        

- the Letter of Transmittal, or a facsimile thereof; and  

       - the certificate(s) representing the outstanding notes in proper
         form for transfer or a confirmation of book-entry transfer; and

      - any other documents required by the Letter of Transmittal; and

- a properly completed and executed Letter of Transmittal, or a 
       facsimile, the certificate(s) representing all tendered outstanding
         notes in proper form for transfer and all other documents required by
       the Letter of Transmittal are received by the exchange agent within
        three New York Stock Exchange trading days after the expiration date
of the exchange offer.                                      

    Upon request, the exchange agent will send a Notice of Guaranteed Delivery
to holders who wish to tender their outstanding notes according to the          
guaranteed delivery procedures set forth above.                                 

WITHDRAWAL OF TENDERS                                                           

  Except as otherwise provided herein, tenders of outstanding notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration 
date of the exchange offer.                                                     

To withdraw a tender of outstanding notes, a written or facsimile     
transmission of a notice of withdrawal must be received by the exchange agent at
its address set forth in this prospectus prior to 5:00 p.m., New York City time,
on the expiration date. Any notice of withdrawal must:                          

   - specify the name of the person who deposited the outstanding notes that
are being withdrawn;                                              

  - identify the tendered outstanding notes to be withdrawn, including the
certificate number(s);                                            

   - be signed by the holder in the same manner as the original signature on
     the Letter of Transmittal by which the outstanding notes were tendered,
including any required signature guarantees, or be accompanied by 
      documents of transfer sufficient to have the exchange agent register the
      transfer of such outstanding notes in the name of the person withdrawing
the tender;                                                       

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    - specify the name in which any outstanding notes are to be registered, if
different from that of the person who deposited the notes to be   
withdrawn; and                                                    

- any outstanding notes so withdrawn will be deemed not to have been  
   validly tendered for purposes of the exchange offer, and no new notes
will be issued unless the withdrawn outstanding notes are validly 
   retendered. Properly withdrawn outstanding notes may be retendered by
      following one of the procedures described above under "-- Procedures for
Tendering" at any time prior to the expiration date.              

TERMINATION OF RIGHTS ACCORDED BY THE REGISTRATION RIGHTS AGREEMENT             

   All rights under the registration rights agreement accorded to holders of
outstanding notes will terminate upon the consummation of the exchange offer.   
However, Park-Ohio will be obligated:                                           

       - to keep the registration statement effective until the closing of
the exchange offer; and                                 

        - for up to 180 days after the expiration date, to provide copies of
       the latest version of this prospectus to any broker-dealer that
        requests copies of the prospectus for use in connection with any
    resale of new notes received for its own account through the
       exchange of outstanding notes acquired for its own account as a
           result of market-making or other trading activities, subject to the
     conditions described under "-- Resale of the Exchange Notes."

EXCHANGE AGENT                                                                  

Norwest Bank Minnesota, National Association has been appointed as the
exchange agent for the exchange offer. All questions and requests for assistance
as well as all correspondence in connection with the exchange offer and the     
Letter of Transmittal should be addressed to the exchange agent, as follows:    

                                                                [Download Table]
                                                                              
      By Registered or Certified Mail:             By Overnight Courier:      
Norwest Bank Minnesota, National Association  Norwest Bank Minnesota, National
         Corporate Trust Operations                     Association           
               P.O. Box 1517                     Corporate Trust Operations   
         Minneapolis, MN 55480-1517                    Norwest Center         
                                                    Sixth and Marquette       
                                                 Minneapolis, MN 55479-0113   

                                                                [Download Table]
                                                                              
                  By Hand:                             By Facsimile:          
Norwest Bank Minnesota, National Association  Norwest Bank Minnesota, National
         Corporate Trust Operations                     Association           
         Northstar East, 12th Floor              Corporate Trust Operations   
               608 2nd Avenue                          (612) 667-4927         
           Minneapolis, MN 55402                   Confirm by telephone:      
                                                       (612) 667-9764         

Requests for additional copies of this prospectus, the Letter of      
Transmittal or the Notice of Guaranteed Delivery should be directed to the      
exchange agent.                                                                 

FEES AND EXPENSES                                                               

   We will bear the expenses of soliciting tenders of outstanding notes. The
principal solicitation is being made by mail; however, additional solicitation  
may be made by telegraph, telephone or in person by officers and regular        
employees of Park-Ohio and its affiliates.                                      

We have not retained any dealer-manager or other soliciting agent in  
connection with the exchange offer and will not make any payments to brokers,   
dealers or others soliciting acceptance of the exchange offer. We will, however,
pay the exchange agent reasonable and customary fees for its services and will  
reimburse it for its related reasonable out-of-pocket expenses.                 

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We will pay the cash expenses to be incurred in connection with the   
offering of the new notes. These expenses include fees and expenses of the      
exchange agent and trustee, accounting and legal fees and printing costs, among 
others.                                                                         

We will pay all transfer taxes, if any, applicable to the exchange of 
outstanding notes in the exchange offer. If, however,                           

- certificates representing notes, or outstanding notes for principal 
      amounts not tendered or acceptable for exchange, are to be delivered to,
      or are to be issued in the name of, any person other than the registered
holders of the outstanding notes tendered;                        

  - if tendered outstanding notes are registered in the name of any person
other than the person signing the Letter of Transmittal; or       

  - if a transfer tax is imposed for any reason other than the exchange of
Original Notes pursuant to the exchange offer;                    

then the amount of any such transfer taxes (whether imposed on the registered   
holder or any other persons) will be payable by the tendering holder. If        
satisfactory evidence of payment of such taxes or exemption is not submitted    
with the Letter of Transmittal, the amount of those transfer taxes will be      
billed directly to the tendering holder of outstanding notes.                   

CONSEQUENCES OF FAILURE OF EXCHANGE                                             

Participation in the exchange offer is voluntary. Holders of the      
outstanding notes are urged to consult their financial and tax advisors in      
making their own decisions on whether or not to participate in the exchange     
offer.                                                                          

Outstanding Series C notes that are not exchanged for new notes in the
exchange offer will remain "restricted securities" for the purposes of the      
federal securities laws. Accordingly, those outstanding Series C notes may not  
be offered, sold, pledged, or otherwise transferred except:                     

- to Park-Ohio or any of its subsidiaries;                            

- to a "Qualified Institutional Buyer" within the meaning of Rule 144A
    under the Securities Act of 1933 purchasing for its own account or for
     the account of a qualified institutional buyer in a transaction meeting
for the requirements of Rule 144A;                                

    - in an offshore transaction complying with Rule 904 of Regulation S under
the Securities Act;                                               

- pursuant to an exemption from registration under the Securities Act 
provided by Rule 144 thereunder, if available;                    

    - to "Institutional Accredited Investors" in a transaction exempt from the
registration requirements of the Securities Act; or               

     - pursuant to an effective registration statement under the Securities Act,
in accordance with all other applicable securities laws.          

Outstanding Series B notes that are not exchange for new notes in the 
exchange offer will not become subject to transfer restrictions and will remain 
freely tradeable. However, the principal amount of outstanding Series B notes   
will decrease as those notes are exchanged in the exchange offer. This decrease 
will reduce the liquidity of any trading market that may exist for the          
outstanding Series B notes.                                                     

Outstanding notes that are not exchanged for new notes in the exchange
offer will not retain any rights under the registration rights agreement.       

ACCOUNTING TREATMENT                                                            

   For accounting purposes, we will recognize no gain or loss as a result of
the exchange offer. The new notes will be recorded at the same carrying value as
the outstanding notes, as reflected in Park-Ohio's accounting records on the    
date of the exchange. The expenses of the exchange offer will be amortized over 
the term of the notes.                                                          

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The consolidated financial statements of our company include the accounts
of Park-Ohio, a wholly-owned subsidiary of Park-Ohio Holdings Corp. and its     
subsidiaries. All significant intercompany transactions have been eliminated in 
consolidation. The historical financial information is not directly comparable  
on a year-to-year basis due to acquisitions in 1998 and 1997. During 1998, we   
acquired two businesses for $40.2 million. During 1999, we acquired all of the  
shares of The Metalloy Corporation and St. Louis Screw and Bolt and the assets  
of PMC Industries, Inc. for $29.1 million. Metalloy is a full service aluminum  
casting and machining company. St. Louis Screw is a manufacturer of bolts and   
PMC provides capital equipment and associated parts for the oil drilling        
industry. During October 1998, we acquired all of the shares of GIS Industries, 
Inc., known as Gateway. Gateway is a distributor of fasteners and other         
industrial products and a manufacturer of metal products and fasteners. During  
April, 1998, we acquired all of the shares of Direct Fasteners Limited, a       
distributor of fasteners located in Ontario, Canada. During 1997, we acquired   
five businesses for $60.4 million. The largest of the 1997 acquisitions was     
Arden Industrial Products, Inc. which was acquired for $44 million as of August 
1, 1997. Arden is a national supplier of specialty and standard fasteners to the
industrial market. All acquisitions are accounted for as purchases and          
consequently their results are included in the consolidated financial statements
from their respective dates of acquisition. In 1996, we sold substantially all  
of the assets of Bennett Industries, Inc., a manufacturer of plastic containers,
in order to focus on our remaining logistics and manufacturing businesses.      

OVERVIEW                                                                        

   We operate diversified manufacturing and logistic businesses that serve a
wide variety of industrial markets. We define our businesses into three         
operating segments: Integrated Logistics Solutions, Aluminum Products, and      
Manufactured Products. Integrated Logistics Solutions is a leading national     
supplier of fasteners, such as nuts, bolts and screws and other industrial      
products to original equipment manufacturers, other manufacturers and           
distributors. In connection with the supply of such industrial products,        
Integrated Logistics Solutions provides a variety of value-added, cost-effective
procurement solutions. The principal customers of Integrated Logistics Solutions
are in the transportation, industrial, electrical and lawn and garden equipment 
industries. Aluminum Products manufactures cast aluminum critical components    
primarily for automotive original equipment manufacturers. Aluminum Products    
provides value-added services such as design and engineering, machining and     
assembly. Manufactured Products designs and manufactures a broad range of high  
quality products engineered for specific customer applications. The principal   
customers of Manufactured Products are original equipment manufacturers and     
end-users in the automotive, railroad, truck and aerospace industries.          

 Between 1994 and 1998, we have grown significantly, both internally and
through acquisitions. Over this period, our net sales increased at a 43.8%      
compounded annual growth rate ("CAGR"), from $129.2 million to $551.8 million,  
and income from continuing operations on a fully taxed basis increased at a     
33.2% CAGR from $4.1 million to $13.1 million.                                  

This growth has been primarily attributable to our strategy of making 
selective acquisitions in order to complement internal growth. Historically, we 
have acquired underperforming businesses with potential for:                    

     - significant cost reductions through improved labor, supplier and customer
relations and increased purchasing power and                      

- revenue enhancement due to better asset utilization and management  
practices, as well as increased access to capital.                

     Our internal growth has been driven primarily by the addition of Integrated
Logistics Solutions customers under total fastener supply contracts and by the  
leveraging of existing customer relationships in the Aluminum Products and      
Manufactured Products segments.                                                 

Between January 1, 1994 and March 31, 1999, our continuing operations 
incurred $70.5 million of capital expenditures, the majority of which was used  
to expand and upgrade existing manufacturing facilities and enhance Integrated  
Logistics Solutions' management information systems.                            

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RESULTS OF OPERATIONS                                                           

Three Months 1999 versus Three Months 1998                                  

   Net sales increased by $34.9 million, or 26%, from $136.5 million for the
first three months of 1998 to $171.4 million for the three months ended March   
31, 1999. This growth results from acquisitions that we made subsequent to March
31, 1998 and relates primarily to the Integrated Logistics Solutions and the    
Aluminum Products segments. For Integrated Logistics Solutions, the growth in   
net sales from acquisitions amounted to $12.7 million and related to Gateway and
Direct Fasteners. For Aluminum Products, net sales increased by $21.7 million   
and related primarily to the acquisition of Metalloy.                           

    Gross profit increased by $7.6 million, or 33%, from $23.3 million for the
first three months of 1998 to $30.9 million for the first three months of 1999  
and is directly related to acquisitions made in the preceding twelve months. Our
consolidated gross margin increased to 18.1% for the first three months of 1999 
from 17.1% for the first three months of 1998. This increase in consolidated    
gross margin was due to increased margins in both the Aluminum Products and     
Integrated Logistics Solutions segments more than offsetting a decline in gross 
margins in the Manufactured Products segment. The increase in the Aluminum      
Products segment gross margin was due to increased production at General        
Aluminum, thereby allocating fixed manufacturing overhead over a greater        
production base and to the acquisition of Metalloy which has a higher overall   
gross margin than the existing business. The increase in margins in the         
Integrated Logistics Solutions segment is a result of spreading operating costs 
over a growing revenue base resulting from the recent acquisitions in Integrated
Logistics Solutions and favorable raw material sourcing. The decline in margins 
in the Manufactured Products segment results primarily from reduced production  
activity at Ajax Manufacturing Company which caused fixed overhead costs to be  
spread over a lesser production base.                                           

     Selling, general and administrative costs increased by 28% to $18.0 million
for the first three months of 1999 from $14.1 million for the first three months
of 1998. This increase was related to the acquisitions that have been           
consummated subsequent to the first quarter of 1998. Consolidated selling,      
general and administrative expenses as a percentage of net sales was            
approximately 10.5% for both periods.                                           

Interest expense increased by $1.2 million from $4.2 million for the  
three-month period ended March 31, 1998 to $5.4 million for the three-month     
period ended March 31, 1999 due to higher average debt outstanding during the   
current period offset by lower average interest rates in 1999 versus 1998. For  
the three-month period ended March 31, 1999, we averaged outstanding borrowings 
of $265.2 million as compared to $182.6 million outstanding for the three months
ended March 31, 1998. The $82.6 million increase related primarily to           
acquisitions completed during the latter part of 1998 and the first quarter of  
1999 with the remainder primarily related to working capital increases to       
support the realized and anticipated growth in business and to capital          
expenditures to support growth in the business. The average borrowing rate of   
8.1% for the three months ended March 31, 1999 is 1.0% lower than the average   
rate of 9.1% for the three months ended March 31, 1998 primarily because of     
averaging increased borrowings under our revolving credit facility which carry  
lower effective interest rates with our subordinated debt which carries a higher
coupon rate.                                                                    

   The effective income tax rate for the three-month periods ended March 31,
1999 and 1998 was 43%. At December 31, 1998, our subsidiaries had $1.1 million  
of net operating loss carryforwards for tax purposes.                           

1998 versus 1997                                                            

    Net sales increased by $110.7 million, or 25%, from $441.1 million in 1997
to $551.8 million in 1998. Approximately 27% of this increase was attributable  
to internal growth and 73% was a result of acquisitions completed in 1997 or    
1998. Of the internal sales growth, approximately 66% was primarily attributable
to Integrated Logistics Solutions and the addition of total fastening service   
customers, and the remainder was due to increased orders from Manufactured      
Products' customers. The growth in net sales from acquisitions applies to       
Integrated Logistics Solutions and primarily pertains to Arden and Gateway.     

     Gross profit increased by $24.2 million, or 34%, from $72.4 million in 1997
to $96.6 million in 1998. Of the increase, 67% relates to acquisitions and 33%  
to internal growth. Our consolidated gross margin increased to 17.5% for 1998   
from 16.4% for 1997. This increase in consolidated gross margin was due to      
increased margins in                                                            

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both the Integrated Logistics Solutions and Manufactured Products segments. The 
increase in Manufactured Products was due to a change in revenue mix and to     
increased production thereby allocating fixed manufacturing overhead over a     
greater production base. The increase in margins in the Integrated Logistics    
Solutions segment is a result of reduced material costs.                        

     Selling, general and administrative costs increased by $11.9 million or 27%
to $56.3 million in 1998 from $44.4 million in 1997. Approximately 78% of such  
increase was related to acquisitions while the remainder related to the increase
in internally generated net sales. Consolidated selling, general and            
administrative expenses as a percentage of net sales was approximately 10% for  
both periods.                                                                   

  Interest expense increased by $8.4 million from $9.1 million for 1997 to
$17.5 million for 1998 due to higher average debt outstanding during 1998 and to
higher average interest rates in 1998 versus 1997. For the year ended December  
31, 1998, we averaged outstanding borrowings of $205.3 million as compared to   
$123.1 million outstanding for 1997. The $82.2 million increase related         
primarily to acquisitions completed during the latter part of 1997 and 1998,    
working capital increases to support the realized and anticipated growth in     
business and capital expenditures to support the operations. The average        
borrowing rate of 8.5% for the year ended December 31, 1998 is 1.1% higher than 
the average rate of 7.4% for the year ended December 31, 1997 primarily because 
of the $150 million debt offering in November, 1997 which carries a coupon of   
9.25% versus a 7.3% rate on the bank debt it replaced.                          

     The effective income tax rate for 1998 was 43% as compared to 41% for 1997.
The increase is directly attributable to an increase in expenses recorded for   
financial reporting purposes, but not deductible for income tax purposes,       
primarily goodwill amortization. At December 31, 1998, our subsidiaries had $1.1
million of net operating loss carryforwards for tax purposes.                   

1997 versus 1996                                                            

  Net sales from continuing operations increased by $93.4 million, or 27%,
from $347.7 million in 1996 to $441.1 million in 1997. Approximately 42% of this
increase was attributable to internal growth and 58% was a result of            
acquisitions completed in 1997. Of the internal sales growth, approximately 70% 
was primarily attributable to the addition of total fastening service customers 
in the Integrated Logistics Solutions segment and the remainder was due to      
increased orders from Manufactured Products' customers. Of the growth in net    
sales attributable to the 1997 acquisitions, the majority applies to the        
Integrated Solutions Logistics segment and primarily pertains to Arden, which   
was acquired as of August 1, 1997.                                              

     Gross profit from continuing operations increased by $14.1 million, or 24%,
from $58.3 million in 1996 to $72.4 million in 1997. Of the increase, 79%       
relates to the 1997 acquisitions and 21% was due to internal growth. A majority 
of the increase attributable to the 1997 acquisitions was related to Arden. Our 
consolidated gross margin from continuing operations decreased to 16.4% in 1997 
from 16.8% in 1996. This decrease in consolidated gross margin was primarily due
to a change in our revenue mix.                                                 

Selling, general and administrative costs from continuing operations  
increased by $6.3 million or 16% to $44.4 million in 1997 from $38.1 million in 
1996. Approximately 93% of such increase was related to the 1997 acquisitions.  
Consolidated selling, general and administrative expenses decreased as a        
percentage of net sales to 10.1% in 1997 from 11.0% in 1996 due to economies of 
scale resulting from higher sales volume.                                       

    Interest expense from continuing operations increased by $2.2 million from
$6.9 million in 1996 to $9.1 million in 1997 due to average debt outstanding in 
1997 increasing by $19.9 million and to the reclassification in 1996 of         
approximately $.8 million of interest expense to discontinued operations        
resulting from the sale of Bennett Industries. Average interest rates for the   
period were approximately the same in 1997 and 1996.                            

  As a result of the early extinguishment of our 7 1/4% Convertible Senior
Subordinated Debentures due June 15, 2004, and our then existing bank credit    
facility, we recorded an extraordinary charge of $1.5 million, net of income    
taxes, in 1997.                                                                 

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     At December 31, 1997, our subsidiaries had net operating loss carryforwards
for tax purposes of approximately $9.4 million, subject to certain limitations  
that expire between 2001 and 2007.                                              

LIQUIDITY AND SOURCES OF CAPITAL                                                

Our liquidity needs are primarily for working capital and capital     
expenditures. Our primary sources of liquidity have been funds provided by      
operations and funds available from existing bank credit arrangements. On       
November 2, 1998, we amended and restated our credit agreement with a group of  
banks under which we may borrow up to $150 million on an unsecured basis. This  
agreement, the proceeds of which will be used for general corporate purposes,   
expires on April 30, 2001. Amounts borrowed under the agreement may be, at our  
election, either (a) the bank's prime lending rate less 100-30 basis points or  
(b) LIBOR plus 90-170 basis points depending on the aggregate amount borrowed   
under the agreement. Outstanding borrowings under this facility were $86.0      
million at December 31, 1998 and $113.0 million at April 30, 1999.              

     On November 25, 1997, we sold $150 million of our 9.25% Senior Subordinated
Notes due 2007. We used the net proceeds of those 1997 Notes along with         
borrowings under our new credit facility to (a) redeem our 7 1/4% Convertible   
Senior Subordinated Debentures due June 15, 2004 and (b) to repay substantially 
all amounts outstanding under our then existing credit facility. On June 3,     
1999, we sold $50 million of our 9.25% Senior Subordinated Notes. We used the   
net proceeds of these 1999 Notes to repay $49.0 million outstanding under our   
revolving credit facility.                                                      

   Current financial resources (working capital and available bank borrowing
arrangements) and anticipated funds from operations are expected to be adequate 
to meet current cash requirements. Capital expenditures for 1999 are projected  
to be approximately $15 million which will be used to invest in our current     
facilities for projected new business, and for scheduled improvements and new   
equipment to expand existing products.                                          

  The ratio of current assets to current liabilities was 2.38 at March 31,
1999, 3.17 at December 31, 1998, and 2.83 at December 31, 1997. Working capital 
increased by $30.2 million to $176.6 million at December 31, 1998 from $146.4   
million at December 31, 1997 as a result of the inclusion of acquisitions       
completed in 1998 and to support our internal growth. Working capital decreased 
by $12.5 million to $164.1 million at March 31, 1999 from $176.6 million at     
December 31, 1998 largely as a result of implementing systems throughout        
Park-Ohio to more efficiently utilize and minimize levels of working capital    
necessary to operate our diverse and separate operations, and to purchase       
accounting adjustments related to acquisitions completed in 1999.               

During the first three months of 1999, we generated $9.3 million from 
operations before changes in operating assets and liabilities. After giving     
effect to the generation of $1.6 million in the operating accounts, we provided 
$10.9 million from operating activities. During the period we invested $6.3     
million in capital expenditures, used $29.1 for acquisitions and used $.5       
million for other purposes. These activities were primarily funded by a net     
increase in bank borrowings of $25.1 million.                                   

During 1998, we generated $32.5 million of cash from operations before
changes in operating assets and liabilities. After giving effect to the use of  
$28.4 million in the operating accounts, we provided $4.1 million from operating
activities. During the year, we invested $22.7 million in facilities, machinery 
and equipment, and information systems, used $40.2 for acquisitions and used    
$3.0 million for dividends. These activities were funded by a net increase in   
bank borrowings of $64.3 million offset by a $2.5 million increase in cash      
during the period.                                                              

   During 1997, we generated $27.0 million from continuing operations before
changes in operating assets and liabilities. After giving effect to the use of  
$37.0 million in the operating accounts, we used $10.0 million for operating    
activities. During the period, we invested $15.9 million in capital expenditures
and $60.4 million for acquisitions and investments including the acquisition of 
Arden for $44.0 million. During the year, we bought 221,494 shares of our common
stock in the open market for $3.0 million. As of December 31, 1997, after       
issuing 199,000 common shares from the treasury for the exercise of stock       
options, we had 148,719 shares of our common stock in the treasury. During the  
year, 351,000 shares of common stock were issued under stock option agreements  
for which we received $3.2 million from the option holders. In addition, we     
purchased in the open                                                           

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market $1.2 million of our convertible senior subordinated debentures. These    
activities were funded by a net increase in long-term borrowings of $85.4       
million and a decrease in cash balances of $2.8 million.                        

   During 1996, we generated $20.4 million from continuing operations before
changes in operating assets and liabilities. After giving effect to the use of  
$14.7 million in the operating accounts and $2.0 million provided from          
discontinued operations, we provided $7.7 million from operating activities.    
During 1996, we invested $15.6 million in capital expenditures and purchased    
126,225 shares of our common stock for $1.8 million, all of which were funded by
internally generated cash flow and bank borrowings.                             

IMPACT OF INFLATION                                                             

 Although inflation was not a significant factor in 1998, we continue to
seek ways to cope with its impact. To the extent permitted by competition, our  
operations generally attempt to pass on increased costs by increasing sales     
prices over time. We primarily use the first in, first out method of accounting 
for our inventories. Under this method, current costs are generally reflected in
cost of products. The charges to operations for depreciation represent the      
allocation of historical costs incurred over past years and are significantly   
less than if they were based on the current cost of productive capacity being   
consumed.                                                                       

YEAR 2000 CONVERSION                                                            

    The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer  
programs or hardware that have date-sensitive software or embedded chips may    
recognize a date using "00" as the year 1900 rather than the year 2000. This    
could result in a system failure or miscalculations causing disruption of       
operations, including, among other things, a temporary inability to process     
transactions, send invoices, or engage in similar normal business activities.   

    During 1996, we developed a Year 2000 Task Force, which was established to
monitor and track the Year 2000 compliance at our operating units. The Task     
Force developed a Year 2000 plan in order to minimize the risk to our operating 
units and its customers. The plan to resolve the Year 2000 issues involves four 
phases: assessment, remediation, testing and implementation.                    

To date, the Task Force has completed its assessment of our computer  
hardware and software applications, process control equipment, and other        
non-information technology equipment. After taking into consideration           
investments in new equipment and systems that have already been made, this      
assessment has determined that with only a few exceptions, the systems are Year 
2000 compliant. The exceptions require upgrades of software programs or changes 
to existing programs. The remediation and testing phases are currently underway,
and upgrades and software corrections are being completed. The target for       
completion of all phases is by the third quarter of 1999. We also expect        
critical contingency plans to be developed by the end of the third quarter of   
1999. Based upon the assessments and remediations completed to date, we do not  
expect that the Year 2000 issue will have a material effect on our business     
operations, consolidated financial condition, cash flows, or results of         
operations.                                                                     

  In addition, the Task Force is reviewing the Year 2000 compliance of our
significant third parties, including key suppliers, customers and service       
providers in an effort to reduce the potential adverse effect on our operations 
from non-compliance by those parties. This review of significant third parties  
has begun and is expected to be completed by September 30, 1999. Interfaces to  
external suppliers and customers are part of this assessment and validation     
process. As these significant third parties are reviewed, the Task Force intends
to develop contingency plans, if necessary, for those parties that exhibit      
possible Year 2000 problems. We have identified the most likely risk of Year    
2000 non-compliance as the risk that significant third parties will not be Year 
2000 compliant. Due to the general uncertainty inherent in the Year 2000        
problem, we are unable to determine at this time whether the consequences of    
Year 2000 compliance failures will have a material effect on our results of     
operations or financial condition. If Year 2000 compliance is not achieved by   
these significant third parties, over which we have no control, it could,       
depending on duration, have a material adverse effect on our operations.        

    We are utilizing both internal and external resources to remedy, test, and
implement the software and operating equipment for Year 2000 modifications. The 
total cost to achieve Year 2000 compliance is estimated at                      

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$9 million. Approximately 75% of this cost represents new systems, which we may 
have initiated during the period, notwithstanding the Year 2000 issue. To date, 
we have incurred approximately $8.5 million for new systems and equipment, with 
the majority of these costs for the conversion/development of systems. The      
remaining $.5 million will be funded through operating cash flows. We generally 
do not separately identify the direct costs of internal employees working on    
Year 2000 projects.                                                             

ENVIRONMENTAL                                                                   

We have been identified as a potentially responsible party at certain 
third-party sites under the Comprehensive Environmental Response, Compensation  
and Liability Act of 1980 or comparable state laws which provide for strict and,
under certain circumstances, joint and several liability. We are participating  
in the cost of certain clean-up efforts at several of these sites. However, our 
share of these costs has not been material and based on available information,  
we do not expect our exposure at any of these locations to have a material      
adverse effect on our results of operations, liquidity or financial condition.  

SEASONALITY; VARIABILITY OF OPERATING RESULTS                                   

     As a result of the significant growth in our net sales and operating income
in recent years, seasonal fluctuations have been substantially mitigated.       
However, we perform scheduled plant maintenance in the third quarter to coincide
with customer plant shut downs.                                                 

   The timing of orders placed by our customers has varied with, among other
factors, orders for customers' finished goods, customer production schedules,   
competitive conditions and general economic conditions. The variability of the  
level and timing of orders has, from time to time, resulted in significant      
periodic and quarterly fluctuations in the operations of our business units.    
This variability is particularly evident at the capital equipment businesses,   
which are included in the Manufactured Products segment, which typically ship a 
few large systems per year.                                                     

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                       

     Park-Ohio is exposed to market risk including changes in interest rates. We
are subject to interest rate risk on our floating rate revolving credit facility
which consisted of borrowings of $111.5 million at March 31, 1999. A 100 basis  
point increase in the interest rate would result in an increase in interest     
expense of $.3 million during the period.                                       

FORWARD-LOOKING STATEMENTS                                                      

This registration statement contains certain statements that are      
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Certain statements in this Management's
Discussion and Analysis of Financial Condition and Results of Operations contain
forward-looking statements, including without limitation, discussion regarding  
our anticipated levels and funding of capital expenditures and the Year 2000    
conversion. Forward-looking statements are necessarily subject to risks,        
uncertainties and other factors, many of which are outside our control, that    
could cause actual results to differ materially from such statements. These     
uncertainties and other factors include such things as: general business        
conditions, competitive factors, including pricing pressures and product        
innovation and quality; raw material availability and pricing; changes in our   
relationships with customers and suppliers; our ability to successfully         
integrate recent and future acquisitions into our existing operations; changes  
in general domestic economic conditions such as inflation rates, interest rates 
and tax rates; increasingly stringent domestic and foreign governmental         
regulations including those affecting the environment; inherent uncertainties   
involved in assessing our potential liability for environmental                 
remediation-related activities; the outcome of pending and future litigation and
other claims; dependence on the automotive industry; dependence on key          
management; dependence on information systems; and our ability, our vendors and 
customers to achieve Year 2000 compliance. Any forward-looking statement speaks 
only as of the date on which such statement is made, and we undertake no        
obligation to update any forward-looking statement, whether as a result of new  
information, future events or                                                   

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otherwise. In light of these and other uncertainties, the inclusion of a        
forward-looking statement herein should not be regarded as a representation by  
us that our plans and objectives will be achieved.                              

DESCRIPTION OF OTHER INDEBTEDNESS 

REVOLVING CREDIT FACILITY                                                       

On November 2, 1998, we entered into an amended and restated credit   
agreement with KeyBank National Association and The Huntington National Bank.   
The lenders under this agreement agreed to lend us up to $150.0 million under a 
revolving credit facility.                                                      

 Term. Commitments under the revolving credit facility will terminate on
April 30, 2001. We have the option, with the consent of the lenders, to extend  
the commitment period by one year.                                              

     Repayment. We have the right to prepay, without penalty at any time, all or
any part of the amount outstanding under the revolving credit facility. Amounts 
borrowed and repaid under the revolving credit facility may be reborrowed,      
subject to limitations.                                                         

    Security and Guaranty. The revolving credit facility is not secured by any
of our assets. However, we have agreed to a negative pledge on our assets which 
requires us to keep all of our assets free and clear of liens except for capital
leases and certain purchase money liens. All of our material domestic           
subsidiaries guarantee, and any future domestic subsidiaries are required to    
guarantee, our debt outstanding under the revolving credit facility.            

 Interest. At our option, the interest rates per annum applicable to the
revolving credit facility will be a fluctuating rate of interest measured by    
reference to either:                                                            

- LIBOR plus the applicable borrowing margin (the "LIBOR Loans"); or  

   - a rate per annum equal to the higher of the published prime rate of the
      administrative agent bank or one and one-half percent (1 1/2%) in excess
     of the Federal Funds Effective Rate (as defined in the revolving credit
  facility) plus the applicable borrowing margin ("Prime Rate Loans").

 The applicable borrowing margins for the LIBOR Loans and the Prime Rate
Loans are based upon whether the loan is in Tranche A, Tranche B or Tranche C.  
The commitments for Tranche A, B and C are $100.0 million, $25.0 million and    
$25.0 million, respectively. The following matrix sets forth the applicable     
borrowing margins for the various loans:                                        

                                                                [Download Table]

                   APPLICABLE BORROWING MARGIN      APPLICABLE BORROWING MARGIN  
   TYPE OF LOAN          FOR LIBOR LOANS               FOR PRIME RATE LOANS      
   ------------  -------------------------------  -------------------------------
                                                                                 
Tranche A                90 basis points                (100) basis points       
Tranche B               150 basis points                 (50) basis points       
Tranche C               170 basis points                 (30) basis points       

    Fees. We pay customary fees with respect to the revolving credit facility,
including agent fees and commitment fees on the unused portion of the revolving 
credit facility.                                                                

     Use of Proceeds. As of March 31, 1999, $111.5 million was outstanding under
the revolving credit facility. After giving pro forma effect to this offering   
and the use of the proceeds therefrom, we would have had $62.5 million          
outstanding under the revolving credit facility. Subsequent to the offering of  
the Series C notes, we borrowed approximately $30 million under our revolving   
credit facility to complete the acquisition of Columbia Nut & Bolt and          
Industrial Fastener. The revolving credit facility is available to finance      
permitted acquisitions, working capital requirements and general corporate      
purposes.                                                                       

INDUSTRIAL REVENUE BONDS                                                        

     Our subsidiary, Metalloy, is obligated to repay a loan from the Mississippi
Business Finance Corporation in connection with the Taxable Adjustable Rate     
Industrial Revenue Bonds, Series 1994 (the "Bonds") which were issued in June   
1994 in connection with a construction project to expand its facilities in      
Tupelo, Mississippi. The                                                        

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Bonds bear interest at a floating rate based on commercial paper rates and will 
mature in 2003. A portion of the Bonds, approximately $1.2 million, are required
to be redeemed on June 1 of each year until maturity at 100% of the principal   
amount redeemed plus accrued interest. As of March 31, 1999, the Bonds had an   
interest rate of approximately 5.0% per annum, and $6.1 million aggregate       
principal amount of Bonds were outstanding. We recently borrowed $4.5 million   
under our revolving credit facility and intend to redeem the Bonds in August,   
1999.                                                                           

STATE LOANS                                                                     

 We are a borrower under a State of Ohio Department of Development loan,
which was issued in April 1997 in connection with the refurbishment of our      
corporate headquarters. This loan bears interest at a rate of 5.0% per annum and
will mature in 2002. As of March 31, 1999, $0.7 million aggregate principal     
amount was outstanding under this loan.                                         

    Our subsidiary, General Aluminum Mfg. Company, is a borrower under a State
of Ohio Department of Development loan, which was issued in October 1993 in     
connection with the expansion of its facility and the purchase of certain       
equipment. This loan bears interest at a rate of 3.0% per annum and will mature 
in 2003. As of March 31, 1999, $0.4 million aggregate principal amount was      
outstanding under this loan.                                                    

OTHER INDEBTEDNESS                                                              

     In addition, as of March 31, 1999, Park-Ohio had $1.7 million of other debt
outstanding, which was comprised of capital leases.                             

SERIES B NOTES                                                                  

In November 1997, we issued $150.0 million of Series A 9 1/4% Senior  
Subordinated Notes due 2007. In February 1998, we consummated an exchange offer 
in which we exchanged all of these Series A notes for our Series B 9 1/4% Senior
Subordinated Notes due 2007 in an offering registered under the Securities Act  
of 1933.                                                                        

The principal terms of the Series B notes are the same as those of the
Series C notes, including the interest rate, the interest payment dates,        
redemption dates, redemption premiums and the maturity date. The indenture      
relating to the Series B notes contains covenants which are substantially the   
same as those contained in the indenture relating to the Series C notes         
described in this prospectus. We are offering to exchange all of the Series B   
notes in return for new notes. It is likely that all of the Series C notes and  
all of our currently outstanding Series B notes will be tendered for exchange in
the exchange offer; however, we cannot assure you that a significant amount of  
the Series B notes will be so tendered. Series B notes not exchanged in the     
exchange offer will continue as a separate series of notes under a separate     
indenture. If all of the Series B notes and Series C notes are exchanged for new
notes, $200.0 million aggregate principal amount of new notes will be           
outstanding following consummation of the exchange offer, and the new exchanged 
notes will be deemed to be a single series of notes outstanding under the       
indenture relating to the Series C notes described in this prospectus. If all of
the Series B notes are exchanged for new notes, your voting interest in your    
Series B notes will be significantly diluted.                                   

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BUSINESS

     Park-Ohio is an industrial logistics and diversified manufacturing business
which conducts its operations through three business segments: Integrated       
Logistics Solutions, Aluminum Products and Manufactured Products.               

 INTEGRATED LOGISTICS SOLUTIONS is the leading national supplier of over
150,000 standard and specialty fasteners and other industrial products to a     
broad base of industrial original equipment manufacturers. Most of the products 
are supplied to customers through integrated supply management programs which   
include value-added services, such as:                                          

                                                                [Download Table]
                                                                  
- part usage and cost analysis  - product redesign recommendations
- supplier selection            - quality assurance               
- bar coding                    - product packaging and tracking  
- just-in-time delivery         - electronic billing services     
- ongoing technical support                                       

     Integrated Logistics Solutions supplies over 12,000 customers and generated
net sales of $364.5 million for the year ended December 31, 1998. Integrated    
Logistics Solutions' customers typically enter into exclusive, multi-year total 
fastening service contracts which enable those customers to both reduce         
procurement costs and better focus on their company's core manufacturing        
competencies. Integrated Logistics Solutions operates out of 56 branches located
throughout the United States and has branches in Mexico, Canada, Puerto Rico and
England, and has a central distribution center located in Dayton, Ohio.         

    ALUMINUM PRODUCTS specializes in casting and machining aluminum components
primarily for the automotive industry. Aluminum Products generated net sales of 
$39.9 million for the year ended December 31, 1998. We have invested more than  
$36.4 million for capital expenditures (including one acquisition) in this      
segment during the last two years to capitalize on the increasing amount of     
aluminum being used in automobiles and trucks. Aluminum Products has grown      
rapidly recently due to our:                                                    

     - acquisition of Metalloy, which added sand and die casting to our existing
permanent mold casting capabilities;                              

- investment in state-of-the-art equipment in connection with a new   
      contract with Chrysler which is expected to generate annual net sales of
approximately $25 million; and                                    

     - additional new business which we have attracted due to our reputation for
    high quality, low production costs and extensive casting capabilities.

MANUFACTURED PRODUCTS operates a diverse group of niche manufacturing 
businesses which vary in net sales from approximately $5 million to $40 million.
This segment generated net sales of $147.4 million for the year ended December  
31, 1998. This segment manufactures:                                            

  - large forgings, such as locomotive crankshafts and camshafts, aircraft
   landing gears and specialized hardware for the construction industry;

- rubber products, such as valve seals, wire harnesses and spark plug 
boots; and                                                        

     - capital equipment, such as induction heating systems, forging presses and
heat processing and curing systems.                               

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     The following table highlights Park-Ohio's three business segments, the key
products they sell and the primary industries they serve:                       

                                                        [Enlarge/Download Table]

                                                                                       1998   
                                                                                      SALES   
               SEGMENT          PRIMARY INDUSTRIES SERVED   KEY PRODUCTS/SERVICES   (MILLIONS)
               -------          -------------------------  -----------------------  ----------
                                                                                              
INTEGRATED LOGISTICS SOLUTIONS  Automotive parts and       Inventory management,      $364.5  
                                accessories, electrical    engineering and                    
                                equipment, lawn and        procurement of standard            
                                garden equipment, HVAC,    and specialty                      
                                industrial equipment,      fasteners, fittings,               
                                railroad and heavy truck   rubber and other                   
                                                           industrial products.               

ALUMINUM PRODUCTS               Automotive, truck          Engineering and              39.9  
                                                           manufacturing of                   
                                                           aluminum permanent mold            
                                                           castings such as                   
                                                           transmission pump                  
                                                           housings, pinion                   
                                                           carriers, clutch                   
                                                           retainers and other                
                                                           die, sand and permanent            
                                                           mold machined castings.            

MANUFACTURED PRODUCTS           Automotive, aerospace,     Engineering and             147.4  
                                power generation,          manufacturing forged               
                                railroad, shipbuilding,    and machined products              
                                steel, telecommunications  such as aircraft                   
                                and truck                  landing gears,                     
                                                           locomotive crankshafts             
                                                           and camshafts;                     
                                                           induction and heating              
                                                           systems; and industrial            
                                                           rubber products.                   

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OUR OPERATIONS

INTEGRATED LOGISTICS SOLUTIONS                                                  

Products and Services. Supply chain management, which is Integrated   
Logistics' primary focus for future growth, involves offering customers         
procurement solutions and comprehensive, on-site management for most of their   
fastener and related hardware needs. Supply chain management customers receive  
value-added services, such as part usage and cost analysis, product redesign    
recommendations, supplier selection, quality assurance, bar coding, product     
packaging and tracking, just-in-time delivery, electronic billing services and  
ongoing technical support. Supply chain management services are typically       
provided to customers pursuant to total fastening services contracts. Those     
contracts enable Integrated Logistics' customers to both reduce procurement     
costs and better focus on their companies' core manufacturing competencies by:  

     - significantly reducing the administrative and labor costs associated with
      fastener procurement by outsourcing certain internal purchasing, quality
control and inventory fulfillment responsibilities;               

- reducing the amount of working capital invested in inventory;       

  - achieving purchasing efficiencies as a result of vendor consolidation;
and                                                               

- receiving technical expertise in the selection of fastener and other
components for certain manufacturing processes.                   

Management believes that total fastening service contracts foster     
longer-lasting supply relationships with customers, who increasingly rely on us 
for their fastener needs, as compared to traditional buy/sell distribution      
relationships. Sales pursuant to these contracts have increased significantly in
recent years and represented over 59% of Integrated Logistics' net sales for the
year ended December 31, 1998. Integrated Logistics' remaining sales are         
generated through the wholesale supply of fasteners and other industrial        
products to original equipment manufacturers, other manufacturers and           
distributors pursuant to master or authorized distributor relationships.        

   Integrated Logistics supplies standard and specialty engineered fasteners
such as nuts, bolts, screws and washers on a fully integrated basis. The segment
engineers and manufactures precision cold formed and cold extruded products     
including locknuts, spac nuts and wheel hardware, which are principally used in 
applications where controlled tightening is required due to high vibration.     
These are manufactured by shaping cold raw materials. Standard and specialty    
nuts are produced to customer specifications, which are used in large volumes by
customers in the automotive, truck and railroad industries.                     

In addition to fasteners, Integrated Logistics supplies, among other  
things, valves, fittings, clamps and rubber products, which currently represent 
approximately 9% of Integrated Logistics' net sales. Integrated Logistics also  
provides engineering and design services to its customers.                      
Applications-engineering specialists and the direct sales force work closely    
with the engineering staff of original equipment customers to recommend the     
appropriate fasteners for a new product or to suggest alternative fasteners that
reduce overall production costs, streamline assembly or enhance the appearance  
or performance of the end product.                                              

    Markets and Customers. In 1998, approximately 89% of Integrated Logistics'
net sales were to domestic customers. Remaining sales were primarily to Canada  
and Mexico. The domestic industrial fastener market is estimated by industry    
sources to have generated between $7 and $9 billion in annual sales in 1998 at  
the wholesale level. Fasteners are used extensively by original equipment       
manufacturers in a variety of industries, and demand is generally related to the
state of the economy and to the overall level of manufacturing activity.        

Integrated Logistics markets and sells fasteners and other industrial 
products to over 12,000 customers domestically and internationally. The         
principal markets served by Integrated Logistics are transportation equipment,  
including manufacturers of heavy trucks and recreational vehicles, automotive   
parts and accessories, industrial equipment, electrical equipment, including    
manufacturers of electrical controls, appliances and motors, lawn and garden    
equipment and HVAC.                                                             

   In recent years, original equipment manufacturers have made it a priority
to reduce their total cost of purchasing and handling fasteners. Due to the low 
unit cost and the large number of different fasteners used to                   

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manufacture or assemble a single product, administrative and overhead costs     
comprise a substantial portion of an original equipment manufacturers           
fastener-related costs. As a result, management believes industrial fastener    
suppliers are consolidating as original equipment manufacturers rely on fewer   
suppliers to achieve purchasing efficiencies. Integrated Logistics provides a   
wide array of value-added services and is a reliable source for just-in-time    
delivery and is well positioned to capitalize on these trends. In addition,     
original equipment manufacturers are increasingly relying on fastener suppliers 
to provide design and applications engineering support, enabling more efficient 
use of internal engineering resources and thereby allowing Integrated Logistics 
to increase the amount of low unit cost fastener and non-fastener items supplied
to original equipment manufacturers.                                            

    Competition. The industrial fastener supply industry is highly competitive
and fragmented. Management believes that substantially all of Integrated        
Logistics' competitors operate on a regional basis and do not provide customers 
with the wide array of value-added services offered by Integrated Logistics.    
Integrated Logistics competes primarily on the basis of its value-added         
services, extensive product selection and price with primarily domestic         
competitors who are capable of providing inventory management programs.         

MANUFACTURED PRODUCTS                                                           

  The Manufactured Products segment includes forged and machined products,
capital equipment, industrial rubber products and other manufactured products.  
The three largest customers, of which we sell to multiple operating divisions,  
accounted for approximately 31% of Manufactured Products sales in 1998. The loss
of business from any one of these customers would have an adverse effect on this
segment.                                                                        

Forged and Machined Products                                                

    Our forged and machined products business is carried out at four operating
units consisting of Park Drop Forge, Ohio Crankshaft, Cleveland City Forge, and 
Blue Falcon Forge. The forging process enables metal to be shaped while         
generally retaining higher structural integrity than metal shaped through other 
processes. Park Drop Forge manufactures closed-die metal forgings of up to 6,000
pounds, including crankshafts and aircraft landing gears, primarily for         
customers in the railroad and aerospace industries. Park Drop Forge's products  
are sold primarily to machining companies and subassemblers who finish the      
products for sale to original equipment manufacturers in the railroad and       
aerospace industries. Ohio Crankshaft machines, induction hardens and surface   
finishes crankshafts and camshafts used primarily in locomotives, power         
generators and ships. Cleveland City Forge manufactures and machines specialized
hardware such as turnbuckles and clevises for construction companies. Its       
products are manufactured according to customers' specific dimensional and/or   
strength requirements. Blue Falcon Forge produces large forged products such as 
center plates and couplings, both of which are used in the undercarriage of rail
cars. Forged and machined products are sold to a wide variety of domestic and   
international original equipment manufactures and other manufacturers in the    
transportation, power generation and construction industries. Our forged and    
machined products business competes domestically and internationally with other 
small to medium-sized businesses on the basis of product quality and precision. 

Capital Equipment                                                           

     We manufacture large industrial equipment through our Tocco, Ajax, and Feco
operating units. Tocco specializes in the engineering and construction of       
induction heating systems primarily for the automotive and truck industries.    
Tocco's induction heating systems are engineered and built to customer          
specifications and are used primarily by original equipment manufacturers for   
surface hardening. Ajax engineers, manufactures and services mechanical forging 
presses ranging in size from 500 to 8,000 tons that are used worldwide in the   
automotive and truck manufacturing industries. Feco produces complete oven      
systems that combine heat processing and curing technologies with material      
handling and conveying methods. Feco's principal products include industrial    
drying and curing ovens for automotive components, metal can curing ovens,      
specialized conveyor and automation systems for lightweight containers, and     
plastic and glass bottle coating and finishing systems. Our capital equipment   
units compete with large equipment manufacturers on the basis of service        
capability, ability to meet customer specifications, delivery performance and   
engineering expertise and exists at both domestic and international levels.     

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Industrial Rubber Products                                                  

 We manufacture injection and transfer molded products, lathe-cut goods,
roll coverings and various items requiring rubber to metal bonding for use in   
industrial applications through three operating units consisting of Castle      
Rubber, Cicero Flexible Products and Geneva Rubber. Castle manufactures valve   
seals, power and conveyor rolls and slitter rings. Cicero is a developer and    
manufacturer of injection molded silicone rubber products for customers in the  
automotive, food processing and consumer appliance industries, such as wire     
harnesses, spark plug boots and nipples and general sealing gaskets. Geneva is a
manufacturer of injection molded rubber products for customers in the           
automotive, telecommunications, funeral and heavy truck industries. Its products
include primary wire harnesses, transoceanic cable boots, casket gaskets and    
shock and vibration mounts. The industrial rubber products operating units      
compete primarily on the basis of price and product quality with other domestic 
small to medium-sized manufacturers of rubber products.                         

ALUMINUM PRODUCTS                                                               

Aluminum permanent mold castings are produced at General Aluminum Mfg.
Company and its wholly owned subsidiary. General Aluminum's cast aluminum parts 
are critical components manufactured primarily for automotive original equipment
manufacturers. General Aluminum's principal automotive products include:        
transmission pump housings, planetary pinion carriers, clutch retainers, rotor  
castings and bearing cups. In addition, General Aluminum manufactures products  
for non-automotive end users such as surgical table components, light housings  
and electrical meter housings. General Aluminum also provides value-added       
services such as secondary casting, machining, drilling, tapping and part       
assembly. Although these parts are lightweight, they possess high durability and
integrity characteristics even under extreme pressure and temperature           
conditions. Demand by automotive original equipment manufacturers for aluminum  
permanent mold products has increased in recent years as original equipment     
manufacturers have sought lighter alternatives to heavier steel and iron        
components. Lighter aluminum cast components increase an automobile's fuel      
efficiency without decreasing its structural integrity. Management believes this
replacement trend will continue as government standards regarding fuel          
efficiency become increasingly stringent.                                       

     General Aluminum sells its products primarily to customers located in North
America. The market for aluminum permanent mold castings is comprised of two    
segments: automotive and non-automotive. The domestic aluminum permanent mold   
industry is highly competitive. General Aluminum competes principally on the    
basis of its ability to:                                                        

  - engineer and manufacture high quality, semi-machined castings in large
volumes;                                                          

- provide timely delivery; and                                        

   - retain the manufacturing flexibility necessary to quickly adjust to the
needs of its customers.                                           

 Although there are a number of smaller domestic companies with aluminum
permanent mold casting capabilities, the automotive industry's stringent quality
and service standards enable only large suppliers with the requisite quality    
certifications to compete effectively. As one of these suppliers, General       
Aluminum has benefitted in recent years as automotive original equipment        
manufacturers have consolidated their supplier base. General Aluminum, a        
well-established name in the aluminum permanent mold industry, has achieved QS  
9000 and ISO 9002 certifications and has been awarded numerous supplier quality 
awards.                                                                         

In January 1999, General Aluminum acquired all of the shares of The   
Metalloy Corporation. Metalloy is a full service aluminum casting and machining 
company with operations located in Indiana, Michigan and Mississippi. The       
acquisition of Metalloy provides sand and die casting capabilities to complement
General Aluminum's permanent mold process. Our management believes that General 
Aluminum is one of the few automotive parts suppliers which has the capabilities
of providing permanent mold, sand-casted and die-casted products.               

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SALES AND MARKETING                                                             

Integrated Logistics markets its products and services in the United  
States, Mexico, Canada and Europe, primarily through its direct sales force,    
which is assisted by applications engineers who provide the technical expertise 
necessary to assist the engineering staff of original equipment customers in    
designing new products and improving existing products. Integrated Logistics    
often obtains new customers as a result of referrals from existing customers.   
Manufactured Products and Aluminum Products market and sell their products      
through both internal sales personnel and independent sales representatives. In 
some instances, the internal engineering staff assists in the sales and         
marketing effort through joint design and applications-engineering efforts with 
major customers. In addition, Manufactured Products markets certain of its      
products through various regional and national trade shows.                     

RAW MATERIALS AND SUPPLIERS                                                     

Integrated Logistics purchases substantially all of its fasteners and 
Aluminum Products and Manufactured Products purchase substantially all of their 
raw materials, principally metals and certain component parts incorporated into 
their products, from third-party suppliers and manufacturers. Management        
believes that raw materials and component parts other than certain specialty    
fasteners are available from alternative sources. Integrated Logistics has      
multiple sources of supply for standard products, but has limited supply sources
for certain specialty products. Approximately 10% of Integrated Logistics'      
fasteners are purchased from suppliers in foreign countries, primarily Taiwan,  
Japan and Korea. We are dependent upon the ability of those suppliers to meet   
stringent quality and performance standards and to conform to delivery          
schedules. Most raw materials required by Aluminum Products and Manufactured    
Products are commodity products available from several domestic suppliers.      

BACKLOG                                                                         

Management believes that backlog is not a meaningful measure for our  
Integrated Logistics operating units, as a majority of Integrated Logistics'    
customers require just-in-time delivery of fasteners and other industrial       
products. Management believes that neither Aluminum Products' nor Manufactured  
Products' backlog as of any particular date is a meaningful measure of sales for
any future period as a significant portion of sales are on a release or firm    
order basis.                                                                    

ENVIRONMENTAL REGULATIONS                                                       

  We are subject to numerous federal, state and local laws and regulations
designed to protect public health and the environment, particularly with regard 
to discharges and emissions, as well as handling, storage, treatment and        
disposal, of various substances and wastes. Pursuant to these environmental     
laws, owners or operators of facilities may be liable for the costs of response 
or other corrective actions for contamination identified at or emanating from   
current or former locations, without regard to whether the owner or operator    
knew of, or was responsible for, the presence of any such contamination, and for
related damages to natural resources. Additionally, persons who arrange for the 
disposal or treatment of hazardous substances or materials may be liable for    
costs of response at sites where they are located, whether or not the site is   
owned or operated by that person.                                               

 We believe that we are currently in material compliance with applicable
environmental laws. In general, we have not experienced difficulty in complying 
with environmental laws in the past, and compliance with environmental laws has 
not had a material adverse effect on our financial condition, liquidity and     
results of operations. Our capital expenditures on environmental control        
facilities were not material during the past five years and these expenditures  
are not expected to be material to us in the foreseeable future.                

We have been identified as a potentially responsible party at certain 
third-party sites under the Comprehensive Environmental Response, Compensation  
and Liability Act of 1980, or comparable state laws, which provide for strict   
and, under certain circumstances, joint and several liability. We are           
participating in the cost of certain clean-up efforts at several of these sites.
The availability of third-party payments or insurance for environmental         
remediation activities is subject to risks associated with the willingness and  
ability of the third party to make                                              

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payments. However, our share of these costs has not been material and based on  
available information, we do not expect its exposure at any of these locations  
to have a material adverse effect on our results of operations, liquidity or    
financial condition.                                                            

EMPLOYEES                                                                       

As of March 31, 1999, we had a total of approximately 3,000 employees.

INFORMATION ABOUT INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS                        

 Approximately 89% of our net sales for the year ended December 31, 1998
were within the United States. None of the net sales to any foreign country     
represented more than 6% of our total sales in 1998. Approximately 96% of our   
assets are maintained in the United States. For more information see Note F to  
Notes to Consolidated Financial Statements (Unaudited) as of March 31, 1999 and 
Note K to Notes to Consolidated Financial Statements as of December 31, 1998,   
included in this prospectus.                                                    

PROPERTIES                                                                      

Park-Ohio's operations include numerous manufacturing and warehousing 
facilities located in 23 states in the United States and in 4 other countries.  
Approximately 54% of the available square footage is owned. In 1998,            
approximately 55% of the available domestic square footage was used by the      
Manufactured Products segment, 6% was used by the Aluminum Products segment and 
39% by the Integrated Logistics segment. Approximately 19% of the foreign       
facilities were used by the Manufactured Products segment and approximately 81% 
of these facilities were used by the Integrated Logistics segment. In the       
opinion of management, Park-Ohio's facilities are generally well maintained and 
are suitable and adequate for their intended uses.                              

LEGAL PROCEEDINGS                                                               

   We are subject to various pending and threatened lawsuits in which claims
for monetary damages are asserted in the ordinary course of business. While any 
litigation involves an element of uncertainty, in the opinion of management,    
liabilities, if any, arising from currently pending or threatened litigation    
will not have a material adverse effect on Park- Ohio's financial condition,    
liquidity and results of operations.                                            

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MANAGEMENT

DIRECTORS AND OFFICERS OF PARK-OHIO 

   Information with respect to the executive officers and employee Directors
of Park-Ohio is as follows:                                                     

                                                        [Enlarge/Download Table]

        NAME         AGE                            POSITION                          
        ----         ---                            --------                          
                                                                                      
EXECUTIVE OFFICERS                                                                    
Edward F. Crawford   60   Chairman of the Board, Chief Executive Officer and President
James S. Walker      57   Vice President and Chief Financial Officer                  
Felix J. Tarorick    56   Vice Chairman of the Board, Vice President of Operations and
                          Director                                                    
Ronald J. Cozean     35   Secretary and General Counsel                               
Matthew V. Crawford  30   Assistant Secretary, Corporate Counsel and Director         
Patrick W. Fogarty   38   Director of Corporate Development                           

Edward F. Crawford has been Chairman of the Board and Chief Executive 
Officer of Park-Ohio since 1992 and President since 1997. Mr. E. Crawford has   
also been the Chairman and Chief Executive Officer of Crawford Group, Inc.      
(manufacturing businesses) since 1964 and serves as a director of Continental   
Global Group, Inc. and Lesco Inc.                                               

     James S. Walker has served as Vice President and Chief Financial Officer of
Park-Ohio since 1991. Mr. Walker has been with Park-Ohio for over 20 years and  
has served in several capacities, including Corporate Controller and Assistant  
Treasurer.                                                                      

  Felix J. Tarorick became Vice Chairman of the Board in 1998 and has been
Vice President of Operations since 1996. From 1992 to 1995, Mr. Tarorick served 
as President of the former consumer products group. Mr. Tarorick joined         
Park-Ohio in 1992. Mr. Tarorick became a director of Park-Ohio in February,     
1998.                                                                           

    Ronald J. Cozean has served as Secretary and General Counsel since joining
Park-Ohio in 1994. Mr. Cozean was an associate at the law firm of Squire,       
Sanders & Dempsey L.L.P. from 1991 to 1994.                                     

     Matthew V. Crawford has served as Assistant Secretary and Corporate Counsel
since joining Park-Ohio in February 1995 and has served as President of Crawford
Container Company since 1991. Mr. M. Crawford became a director of Park-Ohio in 
August 1997. Prior to joining Park-Ohio, Mr. M. Crawford worked as a Corporate  
Finance Analyst at McDonald & Co. Securities, Inc. Mr. E. Crawford is the father
of Mr. M. Crawford.                                                             

  Patrick W. Fogarty has been Director of Corporate Development since 1997
and joined Park-Ohio in 1995 as Director of Finance. Prior thereto, Mr. Fogarty 
held various positions, including Senior Manager, at Ernst & Young LLP from 1983
to 1995.                                                                        

Information is set forth below regarding the non-employee directors of
Park-Ohio, 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 Park-Ohio or a corporation that has been     
merged into Park-Ohio.                                                          

                                                        [Enlarge/Download Table]

                                             PRINCIPAL OCCUPATION                    
        NAME        AGE                    AND OTHER DIRECTORSHIPS                   
        ----        ---                    -----------------------                   
                                                                                     
Kevin R. Greene     40   Director of Park-Ohio since 1998; Chairman and Chief        
                         Executive Officer of Value Investing Partners, Inc.         
                         (international investment banking firm) since 1992; formerly
                         a management consultant with McKinsey & Company (consulting 
                         firm); President of Board of Trustees of Oratory Prep in    
                         Summit, NJ                                                  
Thomas E. McGinty   69   Director of Park-Ohio since 1986; President, Belvoir        
                         Consultants, Inc. (management consultants) since 1983       
Lewis E. Hatch, Jr. 73   Director of Park-Ohio since 1992; retired, former Chairman  
                         and Chief Operating Officer, Rusch International            
                         (international medical device company); Director, ImageMax, 
                         Inc.                                                        

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                                                        [Enlarge/Download Table]

                                               PRINCIPAL OCCUPATION                   
        NAME          AGE                    AND OTHER DIRECTORSHIPS                  
        ----          ---                    -----------------------                  
                                                                                      
Lawrence O. Selhorst  66   Director of Park-Ohio since 1995; Chairman of the Board and
                           Chief Executive Officer of American Spring Wire Corporation
                           (spring wire manufacturer) since 1968; former Chairman of  
                           the Board of RB&W Corporation (logistics and manufacturing 
                           business) from September, 1992 to March, 1995              
James W. Wert         52   Director of Park-Ohio 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.           

COMPENSATION OF THE BOARD OF DIRECTORS                                          

    We compensate non-employee directors for serving on the Board of Directors
and reimburse them for any expenses incurred in connection with Board of        
Directors meetings. During 1998, non-employee directors received compensation in
the form of grants of options to purchase 6,000 shares of common stock of our   
parent, Park-Ohio Holdings, in accordance with the 1996 Non-employee Director   
Stock Option Plan.                                                              

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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 Park-Ohio for each of the years indicated.   
All information relating to common stock or options to purchase common stock    
refers to shares of common stock of our parent, Park-Ohio Holdings.             

                                                        [Enlarge/Download Table]

                                                                                            LONG-TERM  
                                                    ANNUAL COMPENSATION                    COMPENSATION
                                               -----------------------------  SECURITIES   ------------
                                                                              UNDERLYING    ALL OTHER  
                   NAME AND                                                    OPTIONS/    COMPENSATION
              PRINCIPAL POSITION               YEAR    SALARY($)    BONUS($)  SARS(#)(1)      ($)(2)   
              ------------------               ----    ---------    --------  -----------  ------------
                                                                                                       
Edward F. Crawford............................ 1998     500,000      25,000           0         164    
  Chairman of the Board,                       1997     225,000      80,000           0         164    
  Chief Executive Officer and President        1996     225,000       2,000     500,000         164    
Felix J. Tarorick............................. 1998     150,000      55,000       2,000       3,164    
  Vice Chairman of the Board and               1997     150,000      50,000           0       3,164    
  Vice President of Operations                 1996     150,000      45,000      10,000       3,164    
James S. Walker............................... 1998     170,000      30,000       2,000       3,164    
  Vice President and                           1997     170,000      36,250           0       3,164    
  Chief Financial Officer                      1996     140,000      30,000      10,000       3,464    
Ronald J. Cozean.............................. 1998     100,000      25,000       3,000       2,664    
  Secretary and General Counsel                1997     100,000      25,000           0       2,664    
                                               1996     100,000      25,000       7,000       2,664    
Patrick W. Fogarty............................ 1998     110,000      35,000       3,000       3,064    
  Director of Corporate Development            1997     110,000      35,000           0       3,064    
                                               1996     110,000      10,000       4,000       2,564    

---------------                                                                 

(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 officers named in the table above during the years shown.

(2) For the year ended December 31, 1998, all other compensation includes       
   contributions made by Park-Ohio under our 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 $2,500 and Mr. 
   Fogarty $2,900; and insurance premiums of $164 paid by Park-Ohio to each of
the officers named in the table above.                                  

STOCK BASED COMPENSATION, INCLUDING OPTIONS                                     

     Our 1998 Long-Term Incentive Plan (the "1998 Plan") 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 Park-Ohio Holdings' common  
stock on the date of grant. The 1998 Plan will continue in effect until         
terminated by the Board of Directors.                                           

   No awards were made in 1998 under the 1998 Plan. Prior to the 1998 annual
meeting of Park-Ohio Holdings, our Amended and Restated 1992 Stock Option Plan  
(the "1992 Plan") was in effect. The Compensation Committee granted stock       
options during 1998 under the 1992 Plan. The following tables set forth         
information regarding the grant of stock options to the officers named in the   
summary compensation table in 1998 and the value of unexercised options as of   
December 31, 1998.                                                              

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OPTION/SAR GRANTS IN 1998 

                                                        [Enlarge/Download Table]

                                                  INDIVIDUAL GRANTS                                                  
                               -------------------------------------------------------   POTENTIAL REALIZABLE VALUE  
                                 NUMBER OF       % OF TOTAL                                AT ASSUMED ANNUAL RATES   
                                SECURITIES      OPTIONS/SARS                             OF STOCK PRICE APPRECIATION 
                                UNDERLYING       GRANTED TO     EXERCISE                     FOR OPTION TERM(3)      
                               OPTIONS/SARS      EMPLOYEES       OR BASE    EXPIRATION  -----------------------------
             NAME              GRANTED(#)(1)   IN FISCAL YEAR   ($/SH)(2)      DATE      0%($)     5%($)      10%($) 
             ----              -------------   --------------   ---------   ----------  -------   --------   --------
                                                                                                                     
Ronald J. Cozean..............     3,000            2.6%          18.25      5/27/08        0      34,440     87,270 
Edward F. Crawford............         0              0%            N/A          N/A      N/A         N/A        N/A 
Patrick W. Fogarty............     3,000            2.6%          18.25      5/27/08        0      34,440     87,270 
Felix J. Tarorick.............     2,000            1.7%          18.25      5/27/08        0      22,960     58,180 
James S. Walker...............     2,000            1.7%          18.25      5/27/08        0      22,960     58,180 

---------------                                                                 

(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 Park-Ohio Holdings' common 
  stock. The rates are prescribed in the applicable SEC rules for use by all
companies for the purpose of this table.                                

AGGREGATED OPTION/SAR EXERCISES IN 1998 
AND DECEMBER 31, 1998 OPTION/SAR VALUES 

                                                        [Enlarge/Download Table]

                                                                                         VALUE OF     
                                                                      NUMBER OF         UNEXERCISED   
                                                                     UNEXERCISED       IN-THE-MONEY   
                                                                   OPTIONS/SARS AT    OPTIONS/SARS AT 
                                             SHARES               DECEMBER 31, 1998  DECEMBER 31, 1998
                                            ACQUIRED     VALUE      EXERCISABLE/       EXERCISABLE/   
                   NAME                    ON EXERCISE  REALIZED    UNEXERCISABLE    UNEXERCISABLE(1) 
                   ----                    -----------  --------  -----------------  -----------------
                                                                                                      
Ronald J. Cozean..........................     None         N/A       34,667/5,333   $   92,000/$3,500
Edward F. Crawford........................     None         N/A    200,000/300,000   $300,000/$450,000
Patrick W. Fogarty........................     None         N/A       22,667/4,333   $   21,500/$2,000
Felix J. Tarorick.........................     None         N/A       36,667/5,333   $  153,125/$5,000
James S. Walker...........................    1,500      $6,563       35,167/5,333   $  144,125/$5,000

---------------                                                                 

(1) The "Value of Unexercised In-the-Money Options/SARs at December 31, 1998"   
  was calculated by determining the difference between the fair market value
of the underlying common stock at December 31, 1998 (the Nasdaq closing 
price of the Park-Ohio Holdings' common stock on December 31, 1998 was  
  $15.125) and the exercise price of the option. An option is "In-the-Money"
when the fair market value of the underlying Park-Ohio Holdings' common 
stock exceeds the exercise price of the option.                         

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PRINCIPAL SHAREHOLDERS

All of our outstanding common stock is held by our parent, Park-Ohio  
Holdings Corp. The following table sets forth information with respect to the   
beneficial ownership of the common stock of Park-Ohio Holdings by:              

- each person (or group of affiliated persons) known to us to be the  
  beneficial owner of more than five percent of the outstanding common
stock of Park-Ohio Holdings;                                      

- each director of Park-Ohio and Park-Ohio Holdings;                  

- each executive officer named in the summary compensation table      
individually; and                                                 

    - all directors and executive officers of Park-Ohio and Park-Ohio Holdings
as a group.                                                       

   Unless otherwise indicated, the information is as of June 1, 1999 and the
nature of beneficial ownership consists of sole voting and investment power.    

                                                        [Enlarge/Download Table]

                                                            TOTAL          CURRENTLY           
                                                          SHARES OF       EXERCISABLE  PERCENT 
               NAME OF BENEFICIAL OWNER                COMMON STOCK(a)      OPTIONS    OF CLASS
               ------------------------                ---------------    -----------  --------
                                                                                               
Edward F. Crawford....................................    2,807,000(b)(c)   300,000     25.3%  
Matthew V. Crawford...................................      583,934(c)       28,334      5.4%  
Thomas E. McGinty.....................................      129,700          18,000      1.2%  
Felix J. Tarorick.....................................       93,167          40,667         *  
James W. Wert.........................................       60,000          18,000         *  
James S. Walker.......................................       58,267          39,167         *  
Lawrence O. Selhorst..................................       49,701          18,000         *  
Ronald J. Cozean......................................       38,000          38,000         *  
Lewis E. Hatch, Jr....................................       32,060          18,000         *  
Patrick W. Fogarty....................................       25,000          25,000         *  
Kevin R. Greene.......................................       11,000           6,000         *  
Capital Research and Management Company...............      750,000(d)                   7.0%  
Artisan Partners Limited Partnership..................      730,400(e)                   6.8%  
Dimensional Fund Advisors, Inc........................      704,561(f)                   6.5%  
GAMCO Investors, Inc..................................      913,929(g)                   8.5%  
Directors and executive Officers as a group (11                                                
  persons)............................................    3,837,829                     33.9%  

---------------                                                                 

* Less than one percent.                                                        

(a) Total includes currently exercisable options.                               

(b) The total includes 2,525,000 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, and 9,500
    shares owned by Mr. E. Crawford's wife as to which Mr. E. Crawford disclaims
    beneficial ownership. The address of Mr. E. Crawford is the business address
of Park-Ohio                                                            

(c) Messrs. E. Crawford and M. Crawford have shared voting power and investment 
power with respect to 50,000 shares held by a charitable foundation. The
   50,000 shares are included in the beneficial ownership amounts reported for
both Mr. E. Crawford and Mr. M. Crawford.                               

(d) Based on information set forth on Schedule 13G dated February 8, 1999.      
 Capital Research and Management Company, a registered investment adviser,
   reported no voting power and sole investment power over 750,000 shares, but
    disclaimed beneficial ownership of all such shares, as of December 31, 1998.
The address for Capital Research is 333 South Hope Street, Los Angeles, 
California 90071.                                                       

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(e) Based on information set forth on Amendment No. 1 to Schedule 13G dated     
   February 10, 1999. Artisan Partners Limited Partnership reported beneficial
ownership of 730,400 shares as of December 31, 1998. Artisan Partners   
    reported shared voting and investment power with respect to all such shares.
The address for Artisan Partners is 1000 North Water Street, #1770,     
Milwaukee, Wisconsin 53202.                                             

(f) Based on information set forth on Amendment No. 2 to Schedule 13G dated     
  February 11, 1999. Dimensional Fund Advisors Inc., 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 704,561 shares as of December 31, 1998, 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.                     

(g) Based on information set forth on Amendment No. 4 to Schedule 13D dated June
17, 1999. Includes 730,375 shares held by GAMCO Investors, Inc., 170,715
   shares held by Gabelli Funds, LLC, 7,500 shares held by Gabelli Performance
Partnership L.P., 2,000 shares held by Gabelli International Limited and
3,339 shares held by Mr. Mario J. Gabelli, as of June 14, 1999. Gabelli 
Funds, Inc. is the ultimate parent holding company for the above listed 
   companies, and Mr. Mario J. Gabelli is the majority owner of Gabelli Funds,
  Inc. which has its principal business office at One Corporate Center, Rye,
New York 10580.                                                         

RELATED PARTY TRANSACTIONS

   General Aluminum, a wholly-owned subsidiary of Park-Ohio, leases space in
three buildings in Conneaut, Ohio:                                              

- a 91,500 square foot facility owned by a company owned by Mr. M.    
Crawford, at a monthly rent of $27,000;                           

  - a 70,000 square foot attached facility owned by the same company, at a
monthly rent of $9,000; and                                       

  - a separate 50,000 square foot facility owned by Mrs. E. Crawford, at a
monthly rent of $3,000.                                           

In addition, Ajax, a wholly owned subsidiary of Park-Ohio, leases a   
facility in Cleveland, Ohio at a monthly rent of $23,833. This facility is owned
by a corporation whose shareholders are Mr. E. Crawford and his son, Mr. M.     
Crawford.                                                                       

We believe that all of these transactions were on terms at least as   
favorable to us as if negotiated on an arms-length basis with unrelated third   
parties.                                                                        

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DESCRIPTION OF THE NOTES

 The notes and the Exchange Notes (collectively the "Notes") were issued
under an indenture, dated as of June 2, 1999 (the "Indenture") by and between   
Park-Ohio Industries, Inc. (the "Company") and Norwest Bank Minnesota, N.A., as 
trustee (the "Trustee"). The terms of the Notes include those stated in the     
Indenture and those made part of the Indenture by reference to the Trust        
Indenture Act of 1939, as amended (the "Trust Indenture Act") as in effect on   
the date of the Indenture. The Notes are subject to all such terms, and holders 
of the Notes are referred to the Indenture and the Trust Indenture Act for a    
statement of them. The following is a summary of the material terms and         
provisions of the Notes. This summary does not purport to be a complete         
description of the Notes and is subject to the detailed provisions of, and      
qualified in its entirety by reference to, the Notes and the Indenture          
(including the definitions contained therein). A copy of the form of Indenture  
may be obtained from the Company by any holder or prospective investor upon     
request. Definitions relating to certain capitalized terms are set forth under  
"-- Certain Definitions". Capitalized terms that are used but not otherwise     
defined herein have the meanings ascribed to them in the Indenture and such     
definitions are incorporated herein by reference.                               

GENERAL                                                                         

    The Notes will be limited in aggregate principal amount to $200.0 million,
provided that $150.0 million of notes reserved for issuance under the Indenture 
will be available only in connection with the exchange of Series B Notes for    
Exchange Notes pursuant to the Exchange Offer. The Notes will be general        
unsecured obligations of the Company and will rank subordinate in right of      
payment to any Senior Indebtedness of the Company, pari passu with any senior   
subordinated indebtedness and senior in right of payment to any existing or     
future subordinated Indebtedness of the Company.                                

A majority of the operations of the Company are conducted through its 
Subsidiaries and, therefore, the Company is dependent upon the cash flow of its 
Subsidiaries to meet its obligations, including its obligations under the Notes.
The Notes will be effectively subordinated to all Indebtedness and other        
liabilities (including trade payables) of the Company's Subsidiaries. Any right 
of the Company to receive assets of any of its Subsidiaries upon a Subsidiary's 
liquidation or reorganization (and the consequent right of the holders of the   
Notes to participate in those assets) will be effectively subordinated to the   
claims of that Subsidiary's creditors.                                          

MATURITY, INTEREST AND PRINCIPAL                                                

    The Notes will mature on December 1, 2007. The Notes will bear interest at
a rate of 9 1/4% per annum from the Issue Date until maturity. Interest is      
payable semiannually in arrears on each June 1 and December 1 commencing        
December 1, 1999, to holders of record of the Notes at the close of business on 
the immediately preceding May 15 and November 15, respectively. The interest    
rate on the Notes is subject to increase, and such Additional Interest will be  
payable on the payment dates set forth above, in certain circumstances, if the  
Notes (or other securities substantially similar to the Notes) are not          
registered with the Securities and Exchange Commission within the prescribed    
time periods. See "Exchange Offer; Registration Rights."                        

OPTIONAL REDEMPTION                                                             

    The Notes will be redeemable at the option of the Company, in whole at any
time or in part from time to time on or after December 1, 2002 at the following 
redemption prices (expressed as percentages of the principal amount thereof),   
together, in each case, with accrued and unpaid interest, if any, to the        
redemption date, if redeemed during the twelve-month period beginning on        
December 1 of each year listed below:                                           

                                                                [Download Table]

                       YEAR                            PERCENTAGE
                       ----                            ----------
                                                                 
2002...............................................    104.625%  
2003...............................................    103.083%  
2004...............................................    101.542%  
2005 and thereafter................................    100.000%  

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   Notwithstanding the foregoing, the Company may redeem in the aggregate up
to 35% of the original principal amount of Notes at any time and from time to   
time prior to December 1, 2000 at a redemption price equal to 109.250% of the   
aggregate principal amount so redeemed, plus accrued and unpaid interest, if    
any, to the redemption date out of the Net Proceeds of one or more Public Equity
Offerings; provided that at least 65% of the principal amount of Notes          
originally issued remains outstanding immediately after the occurrence of any   
such redemption and that any such redemption occurs within 60 days following the
closing of any such Public Equity Offering.                                     

  In the event of a redemption of fewer than all of the Notes, the Trustee
shall select the Notes to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, or while such Notes are listed, 
or if such Notes are not then listed on a national securities exchange, on a pro
rata basis, by lot or in such other manner as the Trustee shall deem fair and   
equitable. The Notes will be redeemable in whole or in part upon not less than  
30 nor more than 60 days' prior written notice, mailed by first class mail to a 
holder's last address as it shall appear on the register maintained by the      
Registrar of the Notes. On and after any redemption date, interest will cease to
accrue on the Notes or portions thereof called for redemption unless the Company
shall fail to redeem any such Note.                                             

SUBORDINATION                                                                   

The indebtedness represented by the Notes is, to the extent and in the
manner provided in the Indenture, subordinated in right of payment to the prior 
indefeasible payment and satisfaction in full in cash of all existing and future
Senior Indebtedness of the Company. As of March 31, 1999, after giving pro forma
effect to the application of the net proceeds of the Offering, the principal    
amount of outstanding Senior Indebtedness of the Company, on a consolidated     
basis, would have been $71.3 million.                                           

 In the event of any insolvency or bankruptcy case or proceeding, or any
receivership, arrangement, reorganization, liquidation, dissolution or other    
winding-up or other similar case or proceeding in connection therewith whether  
or not involving insolvency or bankruptcy, relative to the Company or to its    
creditors, as such, or to the Company's assets, whether voluntary or            
involuntary, or any general assignment for the benefit of creditors or other    
marshaling of assets or liabilities of the Company (except in connection with   
the merger or consolidation of the Company or its liquidation or dissolution    
following the transfer of all or substantially all of its assets, upon the terms
and conditions permitted under the circumstances described under ' -- Merger,   
Consolidation or Sale of Assets" below) (all of the foregoing referred to herein
individually as a "Bankruptcy Proceeding" and collectively as "Bankruptcy       
Proceedings"), the holders of Senior Indebtedness of the Company will be        
entitled to receive payment and satisfaction in full in cash of all amounts due 
on or in respect of all Senior Indebtedness of the Company before the holders of
the Notes are entitled to receive or retain any payment or distribution of any  
kind on account of the Notes.                                                   

     In the event that, notwithstanding the foregoing, the Trustee or any holder
of Notes receives any payment or distribution of assets of the Company of any   
kind, whether in cash, property or securities, including, without limitation, by
way of set-off or otherwise, in respect of the Notes before all Senior          
Indebtedness of the Company is paid and satisfied in full in cash, then such    
payment or distribution will be held by the recipient in trust for the benefit  
of holders of Senior Indebtedness and will be immediately paid over or delivered
to the holders of Senior Indebtedness or their representative or representatives
to the extent necessary to make payment in full of all Senior Indebtedness      
remaining unpaid, after giving effect to any concurrent payment or distribution,
or provision therefor, to or for the holders of Senior Indebtedness. By reason  
of such subordination, in the event of any such Bankruptcy Proceeding, creditors
of the Company who are holders of Senior Indebtedness may recover more, ratably,
than other creditors of the Company, including holders of the Notes.            

     Upon the occurrence of a Payment Default on Designated Senior Indebtedness,
no payment or distribution of any kind or character (including, without         
limitation, cash, property and any payment or distribution which may be payable 
or deliverable by reason of the payment of any other Indebtedness of the Company
being subordinated to the payment of the Notes by the Company) may be made by or
on behalf of the Company or any Subsidiary of the Company, including, without   
limitation, by way of set-off or otherwise, for or on account of the Notes, or  
for or on account of the purchase, redemption or other acquisition of any Notes,
and neither the Trustee nor any                                                 

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holder or owner of any Notes shall take or receive from the Company or any      
Subsidiary of the Company, directly or indirectly in any manner, payment in     
respect of all or any portion of Notes commencing on the date of receipt by the 
Trustee of written notice from the representative of the holders of Designated  
Senior Indebtedness (the "Representative") of the occurrence of such Payment    
Default, and in any such event, such prohibition shall continue until such      
Payment Default is cured, waived in writing or otherwise ceases to exist. At    
such time as the prohibition set forth in the preceding sentence shall no longer
be in effect, subject to the provisions of the following paragraph, the Company 
shall resume making any and all required payments in respect of the Notes,      
including any missed payments.                                                  

    Upon the occurrence of a Non-Payment Event of Default on Designated Senior
Indebtedness, no payment or distribution of any kind or character (including,   
without limitation, cash, property and any payment or distribution which may be 
payable or deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Notes by the Company) may be   
made by the Company or any Subsidiary of the Company, including, without        
limitation, by way of set-off or otherwise, for or on account of the Notes, or  
for or on account of the purchase, redemption or other acquisition of any Notes,
and neither the Trustee nor any holder or owner of any Notes shall take or      
receive from the Company or any Subsidiary of the Company, directly or          
indirectly in any manner, payment in respect of all or any portion of the Notes 
for a period (a "Payment Blockage Period") commencing on the date of receipt by 
the Trustee of written notice from the Representative of such Non-Payment Event 
of Default unless and until (subject to any blockage of payments that may then  
be in effect under the preceding paragraph) the earliest of:                    

   (i) more than 179 days shall have elapsed since receipt of such
written notice by the Trustee,                                        

          (ii) such Non-Payment Event of Default shall have been cured or waived
in writing or otherwise shall have ceased to exist or such Designated 
Senior Indebtedness shall have been paid in full, or                  

    (iii) such Payment Blockage Period shall have been terminated by
written notice to the Company or the Trustee from such Representative,

after which, in the case of clause (i), (ii) or (iii), the Company shall resume 
making any and all required payments in respect of the Notes, including any     
missed payments.                                                                

   Notwithstanding any other provision of the Indenture, in no event shall a
Payment Blockage Period commenced in accordance with the provisions of the      
Indenture described in this paragraph extend beyond 179 days from the date of   
the receipt by the Trustee of the notice referred to above (the "Initial        
Blockage Period"). Any number of additional Payment Blockage Periods may be     
commenced during the Initial Blockage Period; provided, however, that no such   
additional Payment Blockage Period shall extend beyond the Initial Blockage     
Period. After the expiration of the Initial Blockage Period, no Payment Blockage
Period may be commenced until at least 180 consecutive days have elapsed from   
the last day of the Initial Blockage Period. Notwithstanding any other provision
of the Indenture, no Non-Payment Event of Default with respect to Designated    
Senior Indebtedness which existed or was continuing on the date of the          
commencement of any Payment Blockage Period initiated by the Representative     
shall be, or be made, the basis for the commencement of a second Payment        
Blockage Period initiated by the Representative, whether or not within the      
Initial Blockage Period, unless such Non-Payment Event of Default shall have    
been cured or waived for a period of not less than 90 consecutive days.         

  If the Company fails to make any payment on the Notes when due or within
any applicable grace period, whether or not on account of payment blockage      
provisions, such failure would constitute an Event of Default under the         
Indenture and would enable the holders of the Notes to accelerate the maturity  
thereof. See "-- Events of Default."                                            

 A holder of Notes by its acceptance of Notes agrees to be bound by such
provisions and authorizes and expressly directs the Trustee, on its behalf, to  
take such action as may be necessary or appropriate to effectuate the           
subordination provided for in the Indenture and appoints the Trustee its        
attorney-in-fact for such purpose.                                              

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COVENANTS                                                                       

The Indenture will contain, among others, the following covenants:    

LIMITATION ON ADDITIONAL INDEBTEDNESS                                           

The Company will not, directly or indirectly, incur (as defined) any  
Indebtedness (including Acquired Indebtedness); provided that if no Default or  
Event of Default shall have occurred and be continuing at the time or as a      
consequence of the incurrence of such Indebtedness, the Company may incur       
Indebtedness (including Acquired Indebtedness) if after giving effect to the    
incurrence of such Indebtedness and the receipt and application of the proceeds 
thereof, the Company's Consolidated Fixed Charge Coverage Ratio is at least 2.25
to 1. In addition, none of the Subsidiaries of the Company will, directly or    
indirectly, incur any Subsidiary Indebtedness; provided that if no Default or   
Event of Default shall have occurred and be continuing at the time or as a      
consequence of the incurrence of such Subsidiary Indebtedness, any of the       
Company's Subsidiaries may incur Subsidiary Indebtedness if after giving effect 
to the incurrence of such Subsidiary Indebtedness and the receipt and           
application of the proceeds thereof, such Subsidiary's Consolidated Fixed Charge
Coverage Ratio is at least 2.5 to 1.                                            

   Notwithstanding the foregoing, the Company and its Subsidiaries may incur
Permitted Indebtedness; provided that the Company will not incur any Permitted  
Indebtedness that ranks junior in right of payment to the Notes that has a      
maturity or mandatory sinking fund payment prior to the maturity of the Notes.  

LIMITATION ON OTHER SENIOR SUBORDINATED INDEBTEDNESS                            

The Company will not, and will not permit any of its Subsidiaries to, 
directly or indirectly, incur, contingently or otherwise, any Indebtedness that 
is both:                                                                        

          (i) subordinated in right of payment to any Senior Indebtedness of the
Company or any of its Subsidiaries, as the case may be, and           

(ii) in right of payment to the Notes.                      

     For purposes of this covenant, Indebtedness is deemed to be senior in right
of payment to the Notes, if it is not explicitly subordinated in right of       
payment to Senior Indebtedness at least to the same extent as the Notes are     
subordinated to such Senior Indebtedness.                                       

LIMITATION ON RESTRICTED PAYMENTS                                               

    The Company will not make, and will not permit any of its Subsidiaries to,
directly or indirectly, make, any Restricted Payment, unless:                   

 (a) no Default or Event of Default shall have occurred and be
continuing at the time of or immediately after giving effect to such  
Restricted Payment,                                                   

    (b) immediately after giving pro forma effect to such Restricted
  Payment, the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under " -- Limitation on Additional      
Indebtedness" above, and                                              

       (c) immediately after giving effect to such Restricted Payment, the
  aggregate of all Restricted Payments declared or made after the Original
Issue Date does not exceed the sum of:                                

     (1) 50% of the Company's cumulative Consolidated Net Income
      subsequent to the Original Issue Date (or minus 100% of any cumulative
        deficit in Consolidated Net Income during such period) subsequent to the
Original Issue Date, plus                                       

             (2) 100% of the aggregate Net Proceeds received by the Company from
       the issue or sale after the Original Issue Date of Capital Stock (other
      than Disqualified Capital Stock or Capital Stock of the Company issued
       to any Subsidiary of the Company) of the Company or any Indebtedness or
  other securities of the Company convertible into or exercisable or
exchangeable for Capital Stock (other than                      

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       Disqualified Capital Stock) of the Company which has been so converted,
exercised or exchanged, as the case may be, plus                

          (3) without duplication of any amounts included in clause (c)(2)
        above, 100% of the aggregate Net Proceeds received by the Company of any
      equity contribution from a holder of the Company's Capital Stock, plus

          (4) $5,000,000, excluding in the case of clauses (c)(2) and (3),
    any Net Proceeds from a Public Equity Offering to the extent used to
redeem the Notes.                                               

   For purposes of determining under this clause (c) the amount expended for
Restricted Payments, cash distributed shall be valued at the face amount thereof
and property other than cash shall be valued at its fair market value.          

The provisions of this covenant shall not prohibit:                   

        (i) the payment of any distribution within 60 days after the date of
declaration thereof, if at such date of declaration such payment would
comply with the provisions of the Indenture,                          

         (ii) the repurchase, redemption or other acquisition or retirement of
    any shares of Capital Stock of the Company or Indebtedness subordinated to
   the Notes by conversion into, or by or in exchange for, shares of Capital
     Stock of the Company (other than Disqualified Capital Stock), or out of the
Net Proceeds of the substantially concurrent sale (other than to a    
    Subsidiary of the Company) of other shares of Capital Stock of the Company
(other than Disqualified Capital Stock),                              

     (iii) the redemption or retirement of Indebtedness of the Company
  subordinated to the Notes in exchange for, by conversion into, or out of
the Net Proceeds of, a substantially concurrent sale or incurrence of 
Indebtedness of the Company (other than any Indebtedness owed to a    
   Subsidiary) that is contractually subordinated in right of payment to the
 Notes to at least the same extent as the Indebtedness being redeemed or
retired,                                                              

          (iv) the retirement of any shares of Disqualified Capital Stock of the
Company by conversion into, or by exchange for, shares of Disqualified
Capital Stock of the Company, or out of the Net Proceeds of the       
   substantially concurrent sale (other than to a Subsidiary of the Company)
of other shares of Disqualified Capital Stock of the Company,         

         (v) so long as no Default or Event of Default shall have occurred and
   be continuing, payments made with respect to extinguishment of fractional
shares or odd-lot shares not to exceed $250,000 in the aggregate,     

         (vi) payments to a holding company that, directly or indirectly, owns
    all of the outstanding Capital Stock of the Company, in amounts sufficient
to pay:                                                               

     (a) franchise taxes and other fees required to maintain its
corporate existence,                                            

         (b) costs associated with preparation of required documents for
        filing with the Securities and Exchange Commission and with any exchange
on which such company's securities are traded,                  

             (c) federal, state, foreign and local taxes to the extent that such
taxes are attributable to the ownership of the Company and its  
Subsidiaries, and                                               

           (d) other operating or administrative costs of up to $200,000 per
year, or                                                        

      (vii) payments, directly or indirectly, to employees to repurchase
  Capital Stock or other securities of the Company or of a holding company
    that, directly or indirectly, owns all of the outstanding Capital Stock of
     the Company upon the death, disability or termination of employment of such
     employees, in amounts not to exceed, in the aggregate, $1,500,000 per year;

provided that in calculating the aggregate amount of Restricted Payments made   
subsequent to the Original Issue Date for purposes of clause (c) of the         
immediately preceding paragraph, amounts expended pursuant to clauses (i), (v)  
and (vii) shall be included in such calculation.                                

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     Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted    
Payment is permitted and setting forth the basis upon which the calculations    
required by the covenant described above were computed, which calculations may  
be based upon the Company's latest available financial statements, and that no  
Default or Event of Default has occurred and is continuing and no Default or    
Event of Default will occur immediately after giving effect to any such         
Restricted Payments.                                                            

LIMITATION ON LIENS                                                             

The Company will not, and will not permit any of its Subsidiaries to, 
create, incur or otherwise cause or suffer to exist or become effective any     
Liens of any kind (other than Permitted Liens) upon any property or asset of the
Company or any of its Subsidiaries or any shares of Capital Stock or            
Indebtedness of any Subsidiary of the Company which owns property or assets, now
owned or hereafter acquired, unless:                                            

      (i) if such Lien secures Indebtedness which is pari passu with the
  Notes, then the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligation is no longer
secured by a Lien, or                                                 

       (ii) if such Lien secures Indebtedness which is subordinated to the
Notes, any such Lien shall be subordinated to the Lien granted to the 
holders of the Notes to the same extent as such Indebtedness is       
subordinated to the Notes.                                            

LIMITATION ON TRANSACTIONS WITH AFFILIATES                                      

The Company will not, and will not permit any of its Subsidiaries to, 
directly or indirectly, enter into or suffer to exist any transaction or series 
of related transactions (including, without limitation, the sale, purchase,     
exchange or lease of assets, property or services) with any Affiliate (each an  
"Affiliate Transaction") or extend, renew, waive or otherwise modify the terms  
of any Affiliate Transaction entered into prior to the Original Issue Date      
unless:                                                                         

          (i) such Affiliate Transaction is between or among the Company and its
Wholly Owned Subsidiaries, or                                         

        (ii) the terms of such Affiliate Transaction are fair and reasonable
 to the Company or such Subsidiary, as the case may be, and the terms of
 such Affiliate Transaction are at least as favorable as the terms which
     could be obtained by the Company or such Subsidiary, as the case may be, in
     a comparable transaction made on an arm's-length basis between unaffiliated
parties.                                                              

In any Affiliate Transaction (or any series of related Affiliate      
Transactions which are similar or part of a common plan) involving an amount or 
having a fair market value in excess of $2 million which is not permitted under 
clause (i) above, the Company must obtain a resolution of the Board of Directors
of the Company certifying that such Affiliate Transaction complies with clause  
(ii) above. In any Affiliate Transaction (or any series of related Affiliate    
Transactions which are similar or part of a common plan) involving an amount or 
having a fair market value in excess of $10 million which is not permitted under
clause (i) above, the Company must obtain a favorable written opinion as to the 
fairness of such transaction or transactions, as the case may be, from an       
Independent Financial Advisor.                                                  

The foregoing provisions will not apply to:                           

       (i) any Restricted Payment that is not prohibited by the provisions
described under "-- Limitation on Restricted Payments" above, or      

        (ii) reasonable fees and compensation paid to and indemnity provided
on behalf of, officers, directors or employees of the Company or any  
Subsidiary of the Company as determined in good faith by the Company's
Board of Directors or senior management.                              

LIMITATION ON CERTAIN ASSET SALES                                               

The Company will not, and will not permit any of its Subsidiaries to, 
consummate an Asset Sale unless:                                                

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      (i) the Company or such applicable Subsidiary, as the case may be,
 receives consideration at the time of such sale or other disposition at
least equal to the fair market value of the assets sold or otherwise  
   disposed of (as determined in good faith by the Board of Directors of the
Company, and evidenced by a board resolution),                        

          (ii) not less than 80% of the consideration received by the Company or
   such applicable Subsidiary, as the case may be, is in the form of cash or
Cash Equivalents, and                                                 

 (iii) the Asset Sale Proceeds received by the Company or such
Subsidiary are applied:                                               

             (a) first, to the extent the Company or any such Subsidiary, as the
 case may be, elects, or is required, to prepay, repay or purchase
       indebtedness under any then existing Senior Indebtedness of the Company
    or any such Subsidiary within 12 months following the receipt of the
Asset Sale Proceeds from any Asset Sale; provided that any such 
  repayment shall result in a permanent reduction of the commitments
thereunder in an amount equal to the principal amount so repaid,

         (b) second, to the extent of the balance of Asset Sale Proceeds
       after application as described above, to the extent the Company elects,
       to an investment in assets (including Capital Stock or other securities
purchased in connection with the acquisition of Capital Stock or
   property of another Person) used or useful in businesses similar or
  ancillary to the business of the Company or any such Subsidiary as
   conducted on the Original Issue Date; provided that such investment
        occurs on or prior to the 365th day following receipt of such Asset Sale
Proceeds (the "Reinvestment Date"), and                         

         (c) third, if on the Reinvestment Date the Available Asset Sale
       Proceeds exceed $10 million, the Company shall apply an amount equal to
      such Available Asset Sale Proceeds, first, to an offer to purchase the
      Series A/B Notes, if any are outstanding, in accordance with the terms
 of the Series A/B Indenture (as in effect on the Issue Date) (the
"Series A/B Asset Sale Offer") and second, in the event that any
        available Asset Sale Proceeds are not applied to a Series A/B Asset Sale
    Offer, an offer to repurchase the Notes, at a purchase price in cash
     equal to 100% of the principal amount thereof plus accrued and unpaid
       interest, if any, to the purchase date (an "Excess Proceeds Offer"). If
        an Excess Proceeds Offer is not fully subscribed, the Company may retain
the portion of the Available Asset Sale Proceeds not required to
purchase Notes.                                                 

  If the Company is required to make an Excess Proceeds Offer, the Company
shall mail, within 30 days following the Reinvestment Date, a notice to the     
holders stating, among other things:                                            

        (i) that such holders have the right to require the Company to apply
  the Available Asset Sale Proceeds to repurchase such Notes at a purchase
  price in cash equal to 100% of the principal amount thereof plus accrued
and unpaid interest, if any, to the purchase date,                    

          (ii) the purchase date, which shall be no earlier than 30 days and not
later than 45 days from the date such notice is mailed,               

        (iii) the instructions that each holder must follow in order to have
such Notes purchased, and                                             

     (iv) the calculations used in determining the amount of Available
Asset Sale Proceeds to be applied to the purchase of such Notes.      

In the event of the transfer of substantially all of the property and 
assets of the Company and its Subsidiaries as an entirety to a Person in a      
transaction permitted under "-- Merger, Consolidation or Sale of Assets" below, 
the successor Person shall be deemed to have sold the properties and assets of  
the Company and its Subsidiaries not so transferred for purposes of this        
covenant, and shall comply with the provisions of this covenant with respect to 
such deemed sale as if it were an Asset Sale.                                   

The Company will comply with the requirements of Rule 14e-1 under the 
Exchange Act and other securities laws and regulations thereunder to the extent 
such laws and regulations are applicable in connection with the repurchase of   
Notes pursuant to an Excess Proceeds Offer. To the extent that the provisions of
any securities laws or regulations conflict with the "Asset Sale" provisions of 
the Indenture, the Company shall comply with the                                

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applicable securities laws and regulations and shall not be deemed to have      
breached its obligations under the "Asset Sale" provisions of the Indenture by  
virtue thereof.                                                                 

LIMITATION ON PREFERRED STOCK OF SUBSIDIARIES                                   

    The Company will not permit any of its Subsidiaries to issue any Preferred
Stock (except Preferred Stock issued to the Company or a Wholly Owned Subsidiary
of the Company) or permit any Person (other than the Company or a Wholly Owned  
Subsidiary of the Company) to hold any such Preferred Stock unless the Company  
or such Subsidiary would be entitled to incur or assume Indebtedness under      
"-- Limitation on Additional Indebtedness" above (other than Permitted          
Indebtedness) in the aggregate principal amount equal to the aggregate          
liquidation value of the Preferred Stock to be issued.                          

LIMITATION ON CAPITAL STOCK OF SUBSIDIARIES                                     

The Company will not:                                                 

       (i) sell, pledge, hypothecate or otherwise convey or dispose of any
Capital Stock of a Subsidiary of the Company, or                      

         (ii) permit any of its Subsidiaries to issue any Capital Stock, other
than to the Company or a Wholly Owned Subsidiary of the Company.      

The foregoing restrictions shall not apply to an Asset Sale made in   
compliance with "-- Limitation on Certain Asset Sales" above or the issuance of 
Preferred Stock in compliance with "-- Limitation on Preferred Stock of         
Subsidiaries" above.                                                            

LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES    

The Company will not, and will not permit any of its Subsidiaries to, 
directly or indirectly, create or otherwise cause or suffer to exist or become  
effective any encumbrance or restriction on the ability of any Subsidiary of the
Company to:                                                                     

        (i) (a) pay dividends or make any other distributions to the Company
or any Subsidiary of the Company:                                     

(1) on its Capital Stock, or                          

        (2) with respect to any other interest or participation in, or
measured by, its profits, or                                    

          (b) repay any Indebtedness or any other obligation owed to the Company
or any Subsidiary of the Company,                                     

          (ii) make loans or advances or capital contributions to the Company or
any of its Subsidiaries, or                                           

        (iii) transfer any of its properties or assets to the Company or any
    of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of:                                                

         (a) encumbrances or restrictions existing on the Original Issue
       Date to the extent and in the manner such encumbrances and restrictions
        are in effect on the Original Issue Date or encumbrances or restrictions
       existing on the Issue Date in compliance with the Series A/B Indenture,

(b) applicable law,                                   

   (c) any instrument governing Acquired Indebtedness, which
  encumbrance or restriction is not applicable to any Person, or the
 properties or assets of any Person, other than the Person, or the
 property or assets of the Person (including any Subsidiary of the
Person), so acquired,                                           

    (d) customary non-assignment provisions in leases or other
    agreements entered in the ordinary course of business and consistent
with past practices,                                            

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           (e) Refinancing Indebtedness; provided that such restrictions are
        no more restrictive than those contained in the agreements governing the
       Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded, or                                                    

        (f) customary restrictions in security agreements or mortgages
       securing Indebtedness of the Company or a Subsidiary to the extent such
  restrictions restrict the transfer of the property subject to such
security agreements and mortgages.                              

LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS                                  

     The Company will not, and will not permit any of its Subsidiaries to, enter
into any Sale and Lease-Back Transaction unless:                                

          (i) the consideration received in such Sale and Lease-Back Transaction
is at least equal to the fair market value of the property sold, as   
determined in good faith by the Board of Directors of the Company and 
evidenced by a board resolution, and                                  

         (ii) the Company could incur the Attributable Indebtedness in respect
   of such Sale and Lease-Back Transaction in compliance with "-- Limitation
on Additional Indebtedness" above.                                    

PAYMENTS FOR CONSENT                                                            

The Company will not, and will not permit any of its Subsidiaries to, 
directly or indirectly, pay or cause to be paid any consideration, whether by   
way of interest, fee or otherwise, to any holder of any Notes for or as an      
inducement to any consent, waiver or amendment of any of the terms or provisions
of the Indenture or the Notes unless such consideration is offered to be paid or
agreed to be paid to all holders of the Notes which so consent, waive or agree  
to amend in the time frame set forth in solicitation documents relating to such 
consent, waiver or agreement.                                                   

CHANGE OF CONTROL OFFER                                                         

    Upon the occurrence of a Change of Control, the Company shall be obligated
to make an offer to purchase (the "Change of Control Offer") each holder's      
outstanding Notes at a purchase price (the "Change of Control Purchase Price")  
equal to 101% of the principal amount thereof plus accrued and unpaid interest, 
if any, to the Change of Control Payment Date (as defined) in accordance with   
the procedures set forth below.                                                 

     Within 20 days of the occurrence of a Change of Control, the Company shall:

         (i) cause a notice of the Change of Control Offer to be sent at least
    once to the Dow Jones News Service or similar business news service in the
United States, and                                                    

         (ii) send by first-class mail, postage prepaid, to the Trustee and to
each holder of the Notes, at the address appearing in the register    
maintained by the Registrar of the Notes, a notice stating:           

             (a) that the Change of Control Offer is being made pursuant to this
  covenant and that all Notes tendered will be accepted for payment,

        (b) the Change of Control Purchase Price and the purchase date
        (which shall be a Business Day no earlier than 30 days nor later than 45
        days from the date such notice is mailed (the "Change of Control Payment
Date"),                                                         

          (c) that any Note not tendered will continue to accrue interest,

            (d) that, unless the Company defaults in the payment of the Change
     of Control Purchase Price, any Notes accepted for payment pursuant to
    the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date,                                 

            (e) that holders accepting the offer to have their Notes purchased
       pursuant to a Change of Control Offer will be required to surrender the
      Notes to the Paying Agent at the address specified in the notice prior
    to the close of business on the Business Day preceding the Change of
Control Payment Date,                                           

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           (f) that holders will be entitled to withdraw their acceptance if
      the Paying Agent receives, not later than the close of business on the
  third Business Day preceding the Change of Control Payment Date, a
        telegram, telex, facsimile transmission or letter setting forth the name
        of the holder, the principal amount of the Notes delivered for purchase,
    and a statement that such holder is withdrawing his election to have
such Notes purchased,                                           

            (g) that holders whose Notes are being purchased only in part will
        be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered,                                       

        (h) any other procedures that a holder must follow to accept a
    Change of Control Offer or effect withdrawal of such acceptance, and

(i) the name and address of the Paying Agent.         

 On the Change of Control Payment Date, the Company shall, to the extent
lawful:                                                                         

         (i) accept for payment Notes or portions thereof tendered pursuant to
the Change of Control Offer,                                          

  (ii) deposit with the Paying Agent money sufficient to pay the
purchase price of all Notes or portions thereof so tendered, and      

  (iii) deliver or cause to be delivered to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or  
portions thereof tendered to the Company.                             

  The Paying Agent shall promptly mail to each holder of Notes so accepted
payment in an amount equal to the purchase price for such Notes, and the Company
shall execute and issue, and the Trustee shall promptly authenticate and mail to
such holder, a new Note equal in principal amount to any unpurchased portion of 
the Notes surrendered; provided that each such new Note shall be issued in an   
original principal amount in denominations of $1,000 and integral multiples     
thereof.                                                                        

    The Indenture requires that if the Revolving Credit Facility is in effect,
or any amounts are owing thereunder or in respect thereof, at the time of the   
occurrence of a Change of Control, prior to the mailing of the notice to holders
described in the second preceding paragraph, but in any event within 20 days    
following any Change of Control, the Company covenants to:                      

         (i) repay in full all obligations and terminate all commitments under
or in respect of the Revolving Credit Facility and all other Senior   
    Indebtedness the terms of which require repayment upon a Change of Control
 or offer to repay in full all obligations and terminate all commitments
  under or in respect of the Revolving Credit Facility and all such Senior
  Indebtedness and repay the Indebtedness owed to each such lender who has
accepted such offer, or                                               

          (ii) obtain the requisite consents under the Revolving Credit Facility
and all such other Senior Indebtedness to permit the repurchase of the
Notes as described above.                                             

    The Company must first comply with the covenant described in the preceding
sentence before it shall be required to purchase Notes in the event of a Change 
of Control; provided that the Company's failure to comply with the covenant     
described in the preceding sentence constitutes an Event of Default described in
clause (iii) under "-- Events of Default" below if not cured within 30 days     
after the notice required by such clause. As a result of the foregoing, a holder
of the Notes may not be able to compel the Company to purchase the Notes unless 
the Company is able at the time to refinance all of the obligations under or in 
respect of the Revolving Credit Facility and all such other Senior Indebtedness 
or obtain requisite consents under the Revolving Credit Facility and all such   
other Senior Indebtedness.                                                      

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The Indenture will further provide that:                              

(i) if the Company or any Subsidiary thereof has issued any 
outstanding:                                                          

          (a) indebtedness that is subordinated in right of payment to the
Notes, or                                                       

             (b) Preferred Stock, and the Company or such Subsidiary is required
        to make a Change of Control Offer or to make a distribution with respect
      to such subordinated indebtedness or Preferred Stock in the event of a
     Change of Control, the Company shall not consummate any such offer or
        distribution with respect to such subordinated indebtedness or Preferred
  Stock until such time as the Company shall have paid the Change of
Control Purchase Price in full to the holders of Notes that have
       accepted the Company's Change of Control Offer and shall otherwise have
     consummated the Change of Control Offer made to holders of the Notes,
and                                                             

        (ii) the Company will not issue Indebtedness that is subordinated in
 right of payment to the Notes or Preferred Stock with change of control
  provisions requiring the payment of such Indebtedness or Preferred Stock
     prior to the payment of the Notes in the event of a Change in Control under
the Indenture.                                                        

The Company will comply with the requirements of Rule 14e-1 under the 
Exchange Act and any other securities laws and regulations thereunder to the    
extent such laws and regulations are applicable in connection with the          
repurchase of Notes pursuant to a Change of Control Offer. To the extent that   
the provisions of any securities laws or regulations conflict with the "Change  
of Control" provisions of the Indenture, the Company shall comply with the      
applicable securities laws and regulations and shall not be deemed to have      
breached its obligations under the "Change of Control" provisions of the        
Indenture by virtue thereof.                                                    

MERGER, CONSOLIDATION OR SALE OF ASSETS                                         

The Company will not and will not permit any of its Subsidiaries to   
consolidate with, merge with or into, or sell, assign, transfer, lease, convey  
or otherwise dispose of all or substantially all of the assets of the Company   
(as an entirety or substantially as an entirety in one transaction or a series  
of related transactions), to any Person unless:                                 

        (i) the Company or such Subsidiary, as the case may be, shall be the
continuing Person, or the Person (if other than the Company or such   
    Subsidiary) formed by such consolidation or into which the Company or such
  Subsidiary, as the case may be, is merged or to which the properties and
 assets of the Company or such Subsidiary, as the case may be, are sold,
     assigned, transferred, leased, conveyed or otherwise disposed of shall be a
   corporation organized and existing under the laws of the United States or
   any State thereof or the District of Columbia and shall expressly assume,
     by a supplemental indenture, executed and delivered to the Trustee, in form
    satisfactory to the Trustee, all of the obligations of the Company or such
Subsidiary, as the case may be, under the Indenture, the Notes and the
obligations thereunder shall remain in full force and effect,         

       (ii) immediately before and immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing, and                                                       

      (iii) immediately after giving effect to such transaction on a pro
forma basis the Company or such Person could incur at least $1.00 of  
additional Indebtedness (other than Permitted Indebtedness) under     
"-- Certain Covenants -- Limitation on Additional Indebtedness" above;

provided, however that this provision will not prevent the Company from merging 
into an Affiliate of the Company for the sole purpose of creating a holding     
company whose sole asset will be all of the outstanding capital stock of the    
Company.                                                                        

In connection with any consolidation, merger or transfer of assets    
contemplated by this provision, the Company shall deliver, or cause to be       
delivered, to the Trustee, in form and substance reasonably satisfactory to the 
Trustee, an Officers' Certificate and an opinion of counsel, each stating that  
such consolidation, merger or transfer and the supplemental indenture in respect
thereto comply with this provision and that all conditions precedent herein     
provided for relating to such transaction or transactions have been complied    
with.                                                                           

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    For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or         
substantially all of the properties or assets of one or more Subsidiaries of the
Company the Capital Stock of which constitutes all or substantially all of the  
properties and assets of the Company, shall be deemed to be the transfer of all 
or substantially all of the properties and assets of the Company.               

EVENTS OF DEFAULT                                                               

   The following events are defined in the Indenture as "Events of Default":

          (i) default in payment of any principal of, or premium, if any, on the
 Notes whether at maturity, upon redemption or otherwise (whether or not
 such payment shall be prohibited by the subordination provisions of the
Indenture),                                                           

     (ii) default for 30 days in payment of any interest on the Notes,

       (iii) default by the Company or any Subsidiary in the observance or
     performance of any other covenant in the Notes or the Indenture for 30 days
   after written notice from the Trustee or the holders of not less than 25%
    in aggregate principal amount of the Notes then outstanding (except in the
case of a default with respect to the "Change of Control" or "Merger, 
   Consolidation or Sale of Assets" covenant which shall constitute an Event
of Default with such notice requirement but with such passage of time 
requirement),                                                         

     (iv) failure to pay when due principal, interest or premium in an
    aggregate amount of $5 million or more with respect to any Indebtedness of
the Company or any Subsidiary thereof, or the acceleration of any such
Indebtedness aggregating $3 million or more which default shall not be
 cured, waived or postponed pursuant to an agreement with the holders of
  such Indebtedness within 60 days after written notice as provided in the
   Indenture, or such acceleration shall not be rescinded or annulled within
20 days after written notice as provided in the Indenture,            

       (v) any final judgment or judgments which can no longer be appealed
    for the payment of money in excess of $5 million shall be rendered against
    the Company or any Subsidiary thereof, and shall not be discharged for any
    period of 60 consecutive days during which a stay of enforcement shall not
be in effect, and                                                     

          (vi) certain events involving bankruptcy, insolvency or reorganization
of the Company or any Subsidiary thereof.                             

    The Indenture provides that the Trustee may withhold notice to the holders
of the Notes of any default (except in payment of principal or premium, if any, 
or interest on the Notes) if the Trustee considers it to be in the best interest
of the holders of the Notes to do so.                                           

     The Indenture will provide that if an Event of Default (other than an Event
of Default resulting from certain events of bankruptcy, insolvency or           
reorganization) shall have occurred and be continuing, then the Trustee or the  
holders of not less than 25% in aggregate principal amount of the Notes then    
outstanding may declare to be immediately due and payable the entire principal  
amount of all the Notes then outstanding plus accrued interest to the date of   
acceleration and                                                                

 (i) such amounts shall become immediately due and payable, or

        (ii) if there are any amounts outstanding under the Revolving Credit
  Facility, such amounts shall become immediately due and payable upon the
  first to occur of an acceleration under the Revolving Credit Facility or
five business days after receipt by the Company and the representative
under the Revolving Credit Facility of a notice of acceleration;      

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provided, however, that after such acceleration but before a judgment or decree 
based on acceleration is obtained by the Trustee, the holders of a majority in  
aggregate principal amount of outstanding Notes may, under certain              
circumstances, rescind and annul such acceleration if:                          

  (i) all Events of Default, other than nonpayment of principal,
premium, if any, or interest that has become due solely because of the
acceleration, have been cured or waived as provided in the Indenture, 

          (ii) to the extent the payment of such interest is lawful, interest on
  overdue installments of interest and overdue principal, which has become
due otherwise than by such declaration of acceleration, has been paid,

          (iii) in the event of the cure or waiver of an Event of Default of the
   type described in clause (vi) of the above Events of Default, the Trustee
     shall have received an officers' certificate and an opinion of counsel that
such Event of Default has been cured or waived.                       

    No such rescission shall affect any subsequent Default or impair any right
consequent thereto. In case an Event of Default resulting from certain events of
bankruptcy, insolvency or reorganization shall occur, the principal, premium and
interest amount with respect to all of the Notes shall be due and payable       
immediately without any declaration or other act on the part of the Trustee or  
the holders of the Notes.                                                       

     The holders of a majority in principal amount of the Notes then outstanding
shall have the right to waive any existing default or compliance with any       
provision of the Indenture or the Notes and to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, subject to
certain limitations provided for in the Indenture and under the Trust Indenture 
Act.                                                                            

    No holder of any Note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such holder shall 
have previously given to the Trustee written notice of a continuing Event of    
Default and unless the holders of at least 25% in aggregate principal amount of 
the outstanding Notes shall have made written request and offered reasonable    
indemnity to the Trustee to institute such proceeding as Trustee, and unless the
Trustee shall not have received from the holders of a majority in aggregate     
principal amount of the outstanding Notes a direction inconsistent with such    
request and shall have failed to institute such proceeding within 60 days.      
Notwithstanding the foregoing, such limitations do not apply to a suit          
instituted on such Note on or after the respective due dates expressed in such  
Note.                                                                           

DEFEASANCE AND COVENANT DEFEASANCE                                              

The Indenture provides, the Company may elect either:                 

        (i) to defease and be discharged from any and all of its obligations
with respect to the Notes (except for the obligations to register the 
transfer or exchange of such Notes, to replace temporary or mutilated,
     destroyed, lost or stolen Notes, to maintain an office or agency in respect
  of the Notes and to hold monies for payment in trust) ("defeasance"), or

      (ii) to be released from its obligations with respect to the Notes
    under certain covenants contained in the Indenture ("covenant defeasance")
   upon the deposit with the Trustee (or other qualifying trustee), in trust
    for such purpose, of money and/or non-callable U.S. government obligations
which through the payment of principal and interest in accordance with
their terms will provide money, in an amount sufficient to pay the    
    principal of, premium, if any, and interest on the Notes, on the scheduled
   due dates therefor or on a selected date of redemption in accordance with
the terms of the Indenture.                                           

Such a trust may only be established if, among other things:          

          (i) the Company has delivered to the Trustee an opinion of counsel (as
specified in the Indenture):                                          

          (a) to the effect that neither the trust nor the Trustee will be
  required to register as an investment company under the Investment
Company Act of 1940, as amended, and                            

          (b) describing either a private ruling concerning the Notes or a
    published ruling of the Internal Revenue Service, to the effect that
     holders of the Notes or persons in their positions will not recognize
        income, gain or loss for federal income tax purposes as a result of such
deposit, defeasance and                                         

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      discharge and will be subject to federal income tax on the same amount
    and in the same manner and at the same times, as would have been the
case if such deposit, defeasance and discharge had not occurred,

  (ii) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit or insofar as Events of Default from
    bankruptcy, insolvency or reorganization events are concerned, at any time
in the period ending on the 91st day after the date of deposit,       

      (iii) such defeasance or covenant defeasance shall not result in a
    breach or violation of, or constitute a default under the Indenture or any
   other material agreement or instrument to which the Company or any of its
    Subsidiaries is a party or by which the Company or any or its Subsidiaries
is bound,                                                             

     (iv) the Company shall have delivered to the Trustee an Officers'
   Certificate stating that the deposit was not made by the Company with the
   intent of preferring the holders of the Notes over any other creditors of
the Company or with the intent of defeating, hindering, delaying or   
defrauding any other creditors of the Company or others,              

    (v) the Company shall have delivered to the Trustee an Officers'
 Certificate and an opinion of counsel, each stating that all conditions
precedent provided for or relating to the defeasance or the covenant  
defeasance have been complied with,                                   

      (vi) the Company shall have delivered to the Trustee an opinion of
counsel to the effect that:                                           

             (a) the trust funds will not be subject to any rights of holders of
       Senior Indebtedness, including, without limitation, those arising under
the Indenture, and                                              

            (b) after the 91st day following the deposit, the trust funds will
      not be subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally,
and                                                             

     (vii) certain other customary conditions precedent are satisfied.

MODIFICATION OF INDENTURE                                                       

    From time to time, the Company and the Trustee may, without the consent of
holders of the Notes, amend or supplement the Indenture for certain specified   
purposes, including providing for uncertificated Notes in addition to           
certificated Notes, and curing any ambiguity, defect or inconsistency, or making
any other change that does not materially and adversely affect the rights of any
holder.                                                                         

   The Indenture contains provisions permitting the Company and the Trustee,
with the consent of holders of at least a majority in principal amount of the   
outstanding Notes, to modify or supplement the Indenture, except that no such   
modification shall, without the consent of each holder affected thereby:        

   (i) reduce the amount of Notes whose holders must consent to an
amendment, supplement, or waiver to the Indenture or the Notes,       

       (ii) reduce the rate of or change the time for payment of interest,
including defaulted interest, on any Note,                            

    (iii) reduce the principal of or premium on or change the stated
   maturity of any Note or change the date on which any Notes may be subject
  to redemption or repurchase or reduce the redemption or repurchase price
therefor,                                                             

          (iv) make any Note payable in money other than that stated in the Note
or change the place of payment from New York, New York,               

        (v) waive a default on the payment of the principal of, interest on,
or redemption payment with respect to any Note,                       

      (vi) make any change in provisions of the Indenture protecting the
right of each holder of Notes to receive payment of principal of and  
    interest on such Note on or after the due date thereof or to bring suit to

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enforce such payment, or permitting holders of a majority in principal
amount of Notes to waive Defaults or Events of Default,               

        (vii) amend, change or modify in any material respect the obligation
of the Company to make and consummate a Change of Control Offer in the
 event of a Change of Control or make and consummate an Asset Sale Offer
   with respect to any Asset Sale that has been consummated or modify any of
the provisions or definitions with respect thereto, or                

         (viii) modify or change any provision of the Indenture or the related
     definitions affecting the subordination or ranking of the Notes in a manner
which adversely affects the holders of Notes.                         

REPORTS TO HOLDERS                                                              

     So long as the Company is subject to the periodic reporting requirements of
the Exchange Act, it will continue to furnish the information required thereby  
to the Securities and Exchange Commission and to the holders of the Notes. The  
Indenture provides that even if the Company is entitled under the Exchange Act  
not to furnish such information to the Securities and Exchange Commission or to 
the holders of the Notes, it will nonetheless continue to furnish such          
information to the Securities and Exchange Commission and holders of the Notes. 

COMPLIANCE CERTIFICATE                                                          

    The Company will deliver to the Trustee on or before 90 days after the end
of the Company's fiscal year and on or before 45 days after the end of each of  
the first, second and third fiscal quarters in each year an Officers'           
Certificate stating whether or not the signers know of any Default or Event of  
Default that has occurred. If they do, the certificate will describe the Default
or Event of Default, its status and the intended method of cure, if any.        

THE TRUSTEE                                                                     

     The Trustee under the Indenture will be the Registrar and Paying Agent with
regard to the Notes. The Indenture provides that, except during the continuance 
of an Event of Default, the Trustee will perform only such duties as are        
specifically set forth in the Indenture. During the existence of an Event of    
Default, the Trustee will exercise such rights and powers vested in it under the
Indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise under the circumstances in the conduct of such person's   
own affairs.                                                                    

TRANSFER AND EXCHANGE                                                           

    Holders of the Notes may transfer or exchange Notes in accordance with the
Indenture. The Registrar under such Indenture may require a holder, among other 
things, to furnish appropriate endorsements and transfer documents, and to pay  
any taxes and fees required by law or permitted by the Indenture. The Registrar 
is not required to transfer or exchange any Note selected for redemption and,   
further, is not required to transfer or exchange any Note for a period of 15    
days before selection of the Notes to be redeemed.                              

  The Notes will be issued in a transaction exempt from registration under
the Act and will be subject to the restrictions on transfer described in "Notice
to Investors."                                                                  

   The registered holder of a Note may be treated as the owner of it for all
purposes.                                                                       

DEFINITIONS                                                                     

  Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all    
such terms as well as any other capitalized terms used herein for which no      
definition is provided.                                                         

     "Acquired Indebtedness" means Indebtedness of a Person existing at the time
such Person becomes a Subsidiary or is merged into or consolidated with any     
other Person or which is assumed in connection with the acquisition of assets   
from such Person and, in each case, not incurred by such Person in connection   
with, or in                                                                     

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anticipation or contemplation of, such Person becoming a Subsidiary or such     
merger, consolidation or acquisition.                                           

  "Affiliate" means, with respect to any specific Person, any other Person
that directly or indirectly through one or more intermediaries controls, or is  
controlled by, or is under common control with, such specified Person. For the  
purposes of this definition, "control" (including, with correlative meanings,   
the terms "controlling," "controlled by," and "under common control with"), as  
used with respect to any Person, means the possession, directly or indirectly,  
of the power to direct or cause the direction of the management or policies of  
such Person, whether through the ownership of voting securities, by agreement or
otherwise.                                                                      

"Asset Acquisition" means:                                            

        (i) an Investment by the Company or any Subsidiary of the Company in
     any other Person pursuant to which such Person shall become a Subsidiary of
  the Company or any Subsidiary of the Company, or shall be merged with or
into the Company or any Subsidiary of the Company, or                 

        (ii) the acquisition by the Company or any Subsidiary of the Company
    of the assets of any Person (other than a Subsidiary of the Company) which
constitute all or substantially all of the assets of such Person or   
comprise any division or line of business of such Person or any other 
  properties or assets of such Person or any other properties or assets of
such Person other than in the ordinary course of business.            

"Asset Sale" means any direct or indirect sale, issuance, conveyance, 
assignment, transfer, lease or other disposition (including any Sale and        
Lease-Back Transaction), other than to the Company or any of its Wholly Owned   
Subsidiaries, in any single transaction or series of related transactions of:   

          (i) any Capital Stock of or other equity interest in any Subsidiary of
the Company, or                                                       

         (ii) any other property or assets of the Company or of any Subsidiary
thereof; provided that Asset Sales shall not include:                 

           (a) a transaction or series of related transactions for which the
        Company or its Subsidiaries receive aggregate consideration of less than
$2 million,                                                     

           (b) the sale, lease, conveyance, disposition or other transfer of
        all or substantially all of the assets of the Company as permitted under
"--Merger, Consolidation or Sale of Assets,"                    

            (c) a disposition of inventory in the ordinary course of business,

           (d) an exchange of property for other similar property structured
on a tax-free, like-kind basis, or                              

        (e) the issuance of shares of a wholly owned Subsidiary of the
  Company solely to the shareholders of the Company in a transaction
       pursuant to which the Company becomes a wholly owned direct or indirect
subsidiary of such Subsidiary.                                  

"Asset Sale Proceeds" means, with respect to any Asset Sale:          

          (i) cash received by the Company or any Subsidiary of the Company from
such Asset Sale (including cash received as consideration for the     
     assumption of liabilities incurred in connection with or in anticipation of
such Asset Sale), after                                               

    (a) provision for all income or other taxes measured by or
resulting from such Asset Sale,                                 

          (b) payment of all brokerage commissions, underwriting and other
fees and expenses related to such Asset Sale,                   

          (c) provision for minority interest holders in any Subsidiary of
the Company as a result of such Asset Sale,                     

        (d) repayment of Indebtedness that is required to be repaid in
connection with such Asset Sale, and                            

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            (e) deduction of appropriate amounts to be provided by the Company
     or a Subsidiary of the Company as a reserve, in accordance with GAAP,
      against any liabilities associated with the assets sold or disposed of
    in such Asset Sale and retained by the Company or a Subsidiary after
 such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to  
environmental matters or against any indemnification obligations
      associated with the assets sold or disposed of in such Asset Sale, and

         (ii) promissory notes and other noncash consideration received by the
Company or any Subsidiary of the Company from such Asset Sale or other
 disposition upon the liquidation or conversion of such notes or noncash
consideration into cash.                                              

     "Attributable Indebtedness" in respect of a Sale and Lease-Back Transaction
means, as at the time of determination, the greater of:                         

       (i) the fair value of the property subject to such arrangement, and

     (ii) the present value (discounted at the rate of 10%, compounded
     annually) of the total obligations of the lessee for rental payments during
the remaining term of the lease included in such Sale and Lease-Back  
    Transaction (including any period for which such lease has been extended).

    "Available Asset Sale Proceeds" means, with respect to any Asset Sale, the
aggregate Asset Sale Proceeds from such Asset Sale that have not been applied in
accordance with clauses (iii)(a) or (iii)(b), and which have not yet been the   
basis for a Series A/B Asset Sale Offer or an Excess Proceeds Offer in          
accordance with clause (iii)(c) of the first paragraph of "-- Certain           
Covenants -- Limitation on Certain Asset Sales".                                

"Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated and whether  
or not voting) of corporate stock, partnership interests or any other           
participation, right or other interest in the nature of an equity interest in   
such Person including, without limitation, Common Stock and Preferred Stock of  
such Person, or any option, warrant or other security convertible into any of   
the foregoing.                                                                  

"Capitalized Lease Obligations" means, with respect to any Person,    
Indebtedness represented by obligations under a lease that is required to be    
capitalized for financial reporting purposes in accordance with GAAP, and the   
amount of such Indebtedness shall be the capitalized amount of such obligations 
determined in accordance with GAAP.                                             

"Cash Equivalents" means:                                             

   (i) marketable direct obligations issued by, or unconditionally
     guaranteed by, the United States Government or issued by any agency thereof
    and backed by the full faith and credit of the United States, in each case
maturing within one year from the date of acquisition thereof,        

        (ii) marketable direct obligations issued by any state of the United
 States of America or any political subdivision of any such state or any
  public instrumentality thereof maturing within one year from the date of
    acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either Standard & Poor's Corporation  
("S&P") or Moody's Investors Service, Inc. ("Moody's"),               

          (iii) commercial paper maturing no more than one year from the date of
 creation thereof and, at the time of acquisition, having a rating of at
least A-1 from S&P or at least P-1 from Moody's,                      

        (iv) certificates of deposit or bankers' acceptances maturing within
    one year from the date of acquisition thereof issued by any bank organized
    under the laws of the United States of America or any state thereof or the
 District of Columbia or any U.S. branch of a foreign bank having at the
   date of acquisition thereof combined capital and surplus of not less than
$250,000,000, and                                                     

          (v) shares of any mutual funds or other pooled investment vehicles, in
     each case having assets of $500,000,000, investing solely in investments of
the types described in (i) through (iv) above.                        

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 A "Change of Control" of the Company will be deemed to have occurred at
such time as:                                                                   

          (i) any Person (including a Person's Affiliates and associates), other
 than a Permitted Holder, becomes the beneficial owner (as defined under
Rule 13d-3 or any successor rule or regulation promulgated under the  
   Exchange Act) of 50% or more of the total voting or economic power of the
Company's Common Stock,                                               

     (ii) any Person (including a Person's Affiliates and associates),
  other than a Permitted Holder, becomes the beneficial owner of more than
  33 1/3% of the total voting power of the Company's Common Stock, and the
   Permitted Holders beneficially own, in the aggregate, a lesser percentage
of the total voting power of the Common Stock of the Company than such
     other Person and do not have the right or ability by voting power, contract
    or otherwise to elect or designate for election a majority of the Board of
Directors of the Company,                                             

       (iii) there shall be consummated any consolidation or merger of the
     Company in which the Company is not the continuing or surviving corporation
 or pursuant to which the Common Stock of the Company would be converted
into cash, securities or other property, other than:                  

           (a) a merger or consolidation of the Company in which the holders
       of the Common Stock of the Company outstanding immediately prior to the
consolidation or merger hold, directly or indirectly, at least a
     majority of the Common Stock of the surviving corporation immediately
after such consolidation or merger, or                          

            (b) a merger of the Company with an Affiliate of the Company (or a
       shell corporation with no shareholders formed solely for the purpose of
      creating a holding company) for the sole purpose of creating a holding
    company whose sole asset, directly or indirectly, will be all of the
outstanding capital stock of the Company, or                    

       (iv) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors of the
  Company (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the 
    Company has been approved by 66 2/3% of the directors then still in office
     who either were directors at the beginning of such period or whose election
or recommendation for election was previously so approved) cease to   
constitute a majority of the Board of Directors of the Company.       

     "Common Stock" of any Person means all Capital Stock of such Person that is
generally entitled to:                                                          

(i) vote in the election of directors of such Person, or    

(ii) if such Person is not a corporation, vote or otherwise 
   participate in the selection of the governing body, partners, managers or
others that will control the management and policies of such Person.  

"Company" means Park-Ohio Industries, Inc.                            

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any 
Person, the ratio of EBITDA of such Person during the four full fiscal quarters 
(the "Four Quarter Period") ending on or prior to the date of the transaction   
giving rise to the need to calculate the Consolidated Fixed Charge Coverage     
Ratio (the "Transaction Date") to Consolidated Fixed Charges of such Person for 
the Four Quarter Period.                                                        

 In addition to and without limitation of the foregoing, for purposes of
this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such      
calculation to:                                                                 

       (i) the incurrence (and the application of the proceeds thereof) or
 repayment of any Indebtedness of such Person or any of its Subsidiaries
  giving rise to the need to make such calculation and any incurrence (and
the application of the proceeds thereof) or repayment of other        
     Indebtedness, other than the incurrence or repayment of Indebtedness in the
ordinary course of business for working capital purposes pursuant to  
    working capital facilities, occurring during the Four Quarter Period or at
  any time subsequent to the last day of the Four Quarter Period and on or
   prior to the Transaction Date, as if such incurrence (and the application
    of the proceeds thereof) or repayment, as the case may be, occurred on the
first day of the Four Quarter Period, and                             

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  (ii) any Asset Sales or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Subsidiaries     
 (including any Person who becomes a Subsidiary as a result of the Asset
 Acquisition) incurring, assuming or otherwise being liable for Acquired
     Indebtedness and also including any EBITDA (provided that such EBITDA shall
 be included only to the extent includable pursuant to the definition of
     "Consolidated Net Income") attributable to the assets which are the subject
of the Asset Acquisition or Asset Sale during the Four Quarter Period)
   occurring during the Four Quarter Period or at any time subsequent to the
last day of the Four Quarter Period and on or prior to the Transaction
     Date, as if such Asset Sale or Asset Acquisition (including the incurrence,
     assumption or liability for any such Acquired Indebtedness) occurred on the
first day of the Four Quarter Period.                                 

     If such Person or any of its Subsidiaries directly or indirectly guarantees
Indebtedness of a third Person, the preceding sentence shall give effect to the 
incurrence of such guaranteed Indebtedness as if such Person or any Subsidiary  
of such Person had directly incurred or otherwise assumed such guaranteed       
Indebtedness.                                                                   

  Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed 
Charge Coverage Ratio":                                                         

        (i) interest on outstanding Indebtedness determined on a fluctuating
basis as of the Transaction Date and which will continue to be so     
   determined thereafter shall be deemed to have accrued at a fixed rate per
   annum equal to the rate of interest on such Indebtedness in effect on the
Transaction Date,                                                     

 (ii) if interest on any Indebtedness actually incurred on the
 Transaction Date may optionally be determined at an interest rate based
    upon a factor of a prime or similar rate, a eurocurrency interbank offered
   rate, or other rates, then the interest rate in effect on the Transaction
    Date will be deemed to have been in effect during the Four Quarter Period,
and                                                                   

    (iii) notwithstanding clause (i) above, interest on Indebtedness
   determined on a fluctuating basis, to the extent such interest is covered
   by one or more Interest Rate Agreements, shall be deemed to accrue at the
rate per annum resulting after giving effect to the operation of such 
agreements.                                                           

 "Consolidated Fixed Charges" means, with respect to any Person, for any
period, the sum, without duplication, of:                                       

(i) Consolidated Interest Expense, plus                     

(ii) the product of:                                        

            (a) the amount of all dividend payments on any series of Preferred
       Stock of such Person (other than dividends paid in Capital Stock (other
       than Disqualified Capital Stock)) paid, accrued or scheduled to be paid
or accrued during such period times,                            

           (b) a fraction, the numerator of which is one and the denominator
      of which is one minus the then current effective consolidated federal,
state and local tax rate of such Person, expressed as a decimal.

    "Consolidated Interest Expense" means, with respect to any Person, for any
period, the aggregate amount of interest which, in conformity with GAAP, would  
be set forth opposite the caption "interest expense" or any like caption on an  
income statement for such Person and its Subsidiaries on a consolidated basis   
(including, but not limited to:                                                 

(i) Redeemable Dividends, whether paid or accrued,          

    (ii) imputed interest included in Capitalized Lease Obligations,

         (iii) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing,       

         (iv) the net costs associated with Interest Rate Agreements and other
hedging obligations,                                                  

(v) the interest portion of any deferred payment obligation,

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(vi) amortization of discount or premium, if any, and       

  (vii) all other non-cash interest expense (other than interest
     amortized to cost of sales), plus, without duplication, all net capitalized
interest for such period and all interest incurred or paid under any  
    guarantee of Indebtedness (including a guarantee of principal, interest or
any combination thereof) of any Person,                               

plus the amount of all dividends or distributions paid on Disqualified
Capital Stock (other than dividends paid or payable in shares of Capital Stock  
of the Company) minus amortization of deferred financing costs and expenses.    

"Consolidated Net Income" means, with respect to any Person, for any  
period, the aggregate of the Net Income of such Person and its Subsidiaries for 
such period, on a consolidated basis, determined in accordance with GAAP;       
provided, however, that:                                                        

      (i) the Net Income of any Person (the "other Person") in which the
     Person in question or any of its Subsidiaries has less than a 100% interest
  (which interest does not cause the Net Income of such other Person to be
  consolidated into the Net Income of the Person in question in accordance
    with GAAP) shall be included only to the extent of the amount of dividends
or distributions paid to the Person in question or the Subsidiary,    

        (ii) the Net Income of any Subsidiary of the Person in question that
    is subject to any restriction or limitation on the payment of dividends or
   the making of other distributions shall be excluded to the extent of such
restriction or limitation,                                            

   (iii) (a) the Net Income of any Person acquired in a pooling of
     interests transaction for any period prior to the date of such acquisition,
and                                                                   

             (b) any net gain (but not loss) resulting from an Asset Sale by the
  Person in question or any of its Subsidiaries other than in the ordinary
course of business shall be excluded,                                 

          (iv) extraordinary or unusual and non-recurring gains and losses shall
be excluded,                                                          

          (v) income or loss attributable to discontinued operations (including,
  without limitation, operations disposed of during such period whether or
     not such operations were classified as discontinued) shall be excluded, and

(vi) in the case of a successor to the referent Person by   
     consolidation or merger or as a transferee of the referent Person's assets,
any earnings of the successor corporation prior to such consolidation,
merger or transfer of assets shall be excluded.                       

"Designated Senior Indebtedness," means:                              

        (i) any Senior Indebtedness under the Revolving Credit Facility, and

         (ii) any other Senior Indebtedness which at the time of determination
     exceeds $25 million in aggregate principal amount (or accreted value in the
     case of Indebtedness issued at a discount) outstanding or available under a
committed facility, which is specifically designated in the instrument
    evidencing such Senior Indebtedness as "Designated Senior Indebtedness" by
  such Person and as to which the Trustee has been given written notice of
such designation.                                                     

"Disqualified Capital Stock" means any Capital Stock of a Person or a 
Subsidiary thereof which, by its terms (or by the terms of any security into    
which it is convertible or for which it is exchangeable at the option of the    
holder), or upon the happening of any event, matures or is mandatorily          
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the    
maturity date of the Notes, for cash or securities constituting Indebtedness.   

  Without limitation of the foregoing, Disqualified Capital Stock shall be
deemed to include any Preferred Stock of a Person or a Subsidiary of such       
Person, with respect to either of which, under the terms of such Preferred      
Stock, by agreement or otherwise, such Person or Subsidiary is obligated to pay 
current dividends or distributions in cash during the period prior to the       
maturity date of the Notes; provided, however, that Preferred                   

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Stock of a Person or any Subsidiary thereof that is issued with the benefit of  
provisions requiring a change of control offer to be made for such Preferred    
Stock in the event of a change of control of such Person or Subsidiary which    
provisions have substantially the same effect as the provisions of the Indenture
described under "Change of Control," shall not be deemed to be Disqualified     
Capital Stock solely by virtue of such provisions.                              

  "EBITDA" means, with respect to any Person and its Subsidiaries, for any
period, an amount equal to:                                                     

(i) the sum of:                                             

(a) Consolidated Net Income for such period, plus     

        (b) the provision for taxes for such period based on income or
       profits to the extent such income or profits were included in computing
Consolidated Net Income and any provision for taxes utilized in 
computing net loss under clause (a) hereof, plus                

     (c) Consolidated Interest Expense for such period (but only
      including Redeemable Dividends in the calculation of such Consolidated
      Interest Expense to the extent that such Redeemable Dividends have not
  been excluded in the calculation of Consolidated Net Income), plus

        (d) depreciation for such period on a consolidated basis, plus

           (e) amortization of intangibles for such period on a consolidated
basis, plus                                                     

           (f) any other non-cash items reducing Consolidated Net Income for
such period, minus                                              

       (ii) all non-cash items increasing Consolidated Net Income for such
period, all for such Person and its Subsidiaries determined on a      
consolidated basis in accordance with GAAP,                           

    and provided, however, that, for purposes of calculating EBITDA during any
fiscal quarter, cash income from a particular Investment of such Person shall be
included only:                                                                  

       (i) if cash income has been received by such Person with respect to
such Investment during each of the previous four fiscal quarters, or  

        (ii) if the cash income derived from such Investment is attributable
to Cash Equivalents.                                                  

  "Exchange Act" means the Securities Exchange Act of 1934, as amended and
the rules and regulations of the Securities and Exchange Commission promulgated 
thereunder.                                                                     

     "fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under 
undue pressure or compulsion to complete the transaction. Fair market value     
shall be determined by the Board of Directors of the Company acting reasonably  
and in good faith and shall be evidenced by a resolution of the Board of        
Directors of the Company delivered to the Trustee.                              

    "GAAP" means generally accepted accounting principles consistently applied
as in effect in the United States from time to time, except that with respect to
changes in generally accepted accounting principles that become effective       
following the Original Issue Date with respect to non-cash items, such changes  
shall not be given effect if the Company and its lenders under the Revolving    
Credit Facility agree not to give effect to such changes for the purpose of     
evaluating the Company and its Subsidiaries' financial condition or performance 
under the Revolving Credit Facility.                                            

    "incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume, 
guarantee or otherwise become liable in respect of such Indebtedness or other   
obligation or the recording, as required pursuant to GAAP or otherwise, of any  
such Indebtedness or other obligation on the balance sheet of such Person (and  
"incurrence," "incurred," "incurable," and "incurring" shall have meanings      
correlative to the foregoing); provided that a change in GAAP that results in an
obligation of such Person that exists at such time becoming Indebtedness shall  
not be deemed an incurrence of such Indebtedness.                               

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     "Indebtedness" means (without duplication), with respect to any Person, any
indebtedness at any time outstanding, secured or unsecured, contingent or       
otherwise, which is for borrowed money (whether or not the recourse of the      
lender is to the whole of the assets of such Person or only to a portion        
thereof), or evidenced by bonds, notes, debentures or similar instruments or    
representing the balance deferred and unpaid of the purchase price of any       
property (excluding, without limitation, any balances that constitute accounts  
payable or trade payables, and other accrued liabilities arising in the ordinary
course of business) if and to the extent any of the foregoing indebtedness would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, and shall also include, to the extent not otherwise included:        

(i) any Capitalized Lease Obligations of such Person,       

      (ii) obligations secured by a lien to which the property or assets
   owned or held by such Person is subject, whether or not the obligation or
obligations secured thereby shall have been assumed,                  

      (iii) guarantees of items of other Persons which would be included
  within this definition for such other Persons (whether or not such items
would appear upon the balance sheet of the guarantor),                

    (iv) all obligations for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction,  

   (v) Disqualified Capital Stock of such Person or any Subsidiary
thereof, and                                                          

       (vi) obligations of any such Person under any currency agreement or
   any Interest Rate Agreement applicable to any of the foregoing (if and to
   the extent such currency agreement or Interest Rate Agreement obligations
     would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP).                                                

The amount of Indebtedness of any Person at any date shall be the     
outstanding balance at such date of all unconditional obligations as described  
above and, with respect to contingent obligations, the maximum liability upon   
the occurrence of the contingency giving rise to the obligation; provided that: 

          (i) the amount outstanding at any time of any Indebtedness issued with
   original issue discount is the principal amount of such Indebtedness less
  the remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in conformity with GAAP,      

         (ii) Indebtedness shall not include any liability for federal, state,
local or other taxes, and                                             

     (iii) Indebtedness shall not include interest on, and any and all
other fees, expense reimbursement obligations and other amounts due   
pursuant to any Indebtedness.                                         

"Independent Financial Advisor" means an investment banking firm of   
national reputation in the United States:                                       

      (i) which does not, and whose directors, officers and employees or
Affiliates do not, have a direct or indirect financial interest in the
Company, and                                                          

         (ii) which, in the judgment of the Board of Directors of the Company,
    is otherwise independent and qualified to perform the task for which it is
to be engaged.                                                        

   "Interest Rate Agreement" means, with respect to any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect the party indicated therein      
against fluctuations in interest rates.                                         

  "Investments" means, with respect of any Person, directly or indirectly,
any advance, account receivable (other than an account receivable arising in the
ordinary course of business of such Person), loan or capital contribution to (by
means of transfers of property to others, payments for property or services for 
the account or use of others or otherwise), the purchase of any Capital Stock,  
bonds, notes, debentures, partnership or joint venture interests or other       
securities of, the acquisition, by purchase or otherwise, of all or             
substantially all of the business or assets or stock or other evidence of       
beneficial ownership of, any Person or the making of any investment in any      
Person.                                                                         

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Investments shall exclude:                                            

      (i) extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices of such Person, and            

   (ii) the repurchase of securities of any Person by such Person.

   For the purposes of the "Limitation on Restricted Payments" covenant, the
amount of any Investment shall be the original cost of such Investment plus the 
cost of all additional Investments by the Company or any of its Subsidiaries,   
without any adjustments for increases or decreases in value, or write-ups,      
write-downs or write-offs with respect to such Investment, reduced by the       
payment of dividends or distributions in connection with such Investment or any 
other amounts received in respect of such Investment; provided that no such     
payment of dividends or distributions or receipt of any such other amounts shall
reduce the amount of any Investment if such payment of dividends or             
distributions or receipt of any such amounts would be included in Consolidated  
Net Income.                                                                     

     If the Company or any Subsidiary of the Company sells or otherwise disposes
of any Common Stock of any direct or indirect Subsidiary of the Company such    
that, after giving effect to any such sale or disposition, the Company no longer
owns, directly or indirectly, greater than 50% of the outstanding Common Stock  
of such Subsidiary, the Company shall be deemed to have made an Investment on   
the date of any such sale or disposition equal to the fair market value of the  
Common Stock of such Subsidiary not sold or disposed of.                        

   "Issue Date" means the date the Notes are first issued by the Company and
authenticated by the Trustee under the Indenture.                               

 "Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit           
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including      
without limitation, any Capitalized Lease Obligation, conditional sales, or     
other title retention agreement having substantially the same economic effect as
any of the foregoing).                                                          

 "Net Income" means, with respect to any Person, for any period, the net
income (loss) of such Person determined in accordance with GAAP.                

    "Net Proceeds" means in the case of any sale of Capital Stock by or equity
contribution to any Person, the aggregate net cash proceeds received by such    
Person, after payment of expenses, commissions and the like incurred in         
connection therewith.                                                           

"Non-Payment Event of Default" means any event (other than a Payment  
Default) the occurrence of which entitles one or more Persons to accelerate the 
maturity of any Designated Senior Indebtedness.                                 

  "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the President or any Vice President and  
the Chief Financial Officer, Treasurer or any Corporate Controller of such      
Person that shall comply with applicable provisions of the Indenture.           

"Original Issue Date" means November 25, 1997.                        

     "Payment Default" means any default, whether or not any requirement for the
giving of notice, the lapse of time or both, or any other condition to such     
default becoming an event of default has occurred, in the payment of principal  
of or premium, if any, or interest on or any other amount payable in connection 
with Designated Senior Indebtedness.                                            

"Permitted Holders" means:                                            

         (i) a holding company formed for the sole purpose of owning, directly
or indirectly all of the outstanding capital stock of the Company,    

      (ii) Edward F. Crawford, his children or other lineal descendants,
 probate estate of any such individual, and any trust, so long as one or
  more of the foregoing individuals is the beneficiary thereunder, and any
other                                                                 

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     corporation, partnership or other entity all of the shareholders, partners,
members or owners of which are any of the foregoing, or               

          (iii) any employee stock ownership plan, or any "group" (as defined in
 Rules 13d-3 and 13d-5 under the Exchange Act) in which employees of the
     Company or its subsidiaries beneficially own at least 33 1/3% of the Common
  Stock of the Company or of a holding company that directly or indirectly
owns all of the outstanding Capital stock of the Company.             

"Permitted Indebtedness" means:                                       

        (i) Indebtedness of the Company or any Subsidiary solely for working
  capital purposes and not for acquisitions arising under or in connection
    with the Revolving Credit Facility in an aggregate principal amount not to
exceed the greater of:                                                

(a) $50 million, or                                   

(b) the sum of:                                       

           (1) 45% of the book value of the accounts receivable of the
Company and its Subsidiaries on a consolidated basis, and 

             (2) 25% of the book value of the inventory of the Company and
       its Subsidiaries on a consolidated basis outstanding at any time,
    less any mandatory prepayment actually made thereunder (to the
          extent, in the case of payments of revolving credit borrowings, that
           the corresponding commitments have been permanently reduced below $50
million) or scheduled payments actually made thereunder,  

(ii) Indebtedness under the Series A/B Notes and the Notes, 

         (iii) Indebtedness not covered by any other clause of this definition
   which was outstanding on the Original Issue Date or is outstanding on the
Issue Date and was incurred subsequent to the Original Issue Date in  
compliance with the Series A/B Indenture,                             

       (iv) Indebtedness of the Company to any Wholly Owned Subsidiary and
Indebtedness of any Wholly Owned Subsidiary to the Company or another 
Wholly Owned Subsidiary,                                              

     (v) Purchase Money Indebtedness and Capitalized Lease Obligations
incurred to acquire property in the ordinary course of business which 
     Purchase Money Indebtedness and Capitalized Lease Obligations do not in the
  aggregate exceed 5% of the Company's tangible consolidated total assets,

(vi) Interest Rate Agreements,                              

(vii) Refinancing Indebtedness, and                         

          (viii) additional Indebtedness of the Company and its Subsidiaries not
to exceed $10 million in aggregate principal amount at any one time   
outstanding.                                                          

 "Permitted Investments" means Investments made on or after the Original
Issue Date consisting of:                                                       

      (i) Investments by the Company, or by a Subsidiary thereof, in the
Company or a Wholly Owned Subsidiary,                                 

     (ii) Investments by the Company, or by a Subsidiary thereof, in a
Person, if as a result of such Investment:                            

           (a) such Person becomes a Wholly Owned Subsidiary of the Company,
or                                                              

        (b) such Person is merged, consolidated or amalgamated with or
       into, or transfers or conveys substantially all of its assets to, or is
  liquidated into, the Company or a Wholly Owned Subsidiary thereof,

(iii) Investments in cash and Cash Equivalents,             

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       (iv) reasonable and customary loans made to employees in connection
    with their relocation not to exceed $1 million in the aggregate at any one
time outstanding,                                                     

         (v) an Investment that is made by the Company or a Subsidiary thereof
    in the form of any Capital Stock, bonds, notes, debentures, partnership or
joint venture interests or other securities that are issued by a third
     party to the Company or such Subsidiary solely as partial consideration for
the consummation of an Asset Sale that is otherwise permitted under   
"-- Certain Covenants -- Limitation on Certain Asset Sales" above,    

       (vi) Interest Rate Agreement entered into in the ordinary course of
the Company's or its Subsidiaries' business, and                      

          (vii) additional Investments not to exceed $10 million at any one time
outstanding.                                                          

"Permitted Liens" means:                                              

     (i) Liens on property or assets of, or any      shares of Capital
   Stock of or secured indebtedness of, any corporation existing at the time
  such corporation becomes a Subsidiary of the Company or at the time such
     corporation is merged into the Company or any of its Subsidiaries; provided
  that such Liens are not incurred in connection with, or in contemplation
   of, such corporation becoming a Subsidiary of the Company or merging into
the Company or any of its Subsidiaries,                               

        (ii) Liens securing Refinancing Indebtedness; provided that any such
Lien does not extend to or cover any Property, Capital Stock or       
Indebtedness other than the Property, shares or debt securing the     
Indebtedness so refunded, refinanced or extended,                     

   (iii) Liens in favor of the Company or any of its Subsidiaries,

(iv) Liens securing industrial revenue bonds,               

     (v) Liens to secure Purchase Money Indebtedness that is otherwise
permitted under the Indenture; provided that:                         

         (a) any such Lien is created solely for the purpose of securing
       Indebtedness representing, or incurred to finance, refinance or refund,
     the cost (including sales and excise taxes, installation and delivery
    charges and other direct costs of, and other direct expenses paid or
  charged in connection with, such purchase or construction) of such
Property,                                                       

           (b) the principal amount of the Indebtedness secured by such Lien
does not exceed 100% of such costs, and                         

           (c) such Lien does not extend to or cover any Property other than
such item of Property and any improvements on such item,        

  (vi) statutory liens or landlords', carriers', warehouseman's,
mechanics', suppliers', materialmen's, repairmen's or other like Liens
arising in the ordinary course of business which do not secure any    
Indebtedness and with respect to amounts not yet delinquent or being  
   contested in good faith by appropriate proceedings, if a reserve or other
     appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor,                                        

          (vii) other Liens securing obligations incurred in the ordinary course
    of business which obligations do not exceed $3 million in the aggregate at
any one time outstanding,                                             

        (viii) Liens for taxes, assessments or governmental charges that are
being contested in good faith by appropriate proceedings,             

     (ix) Liens securing Capitalized Lease Obligations permitted to be
  incurred under clause (v) of the definition of "Permitted Indebtedness";
 provided that such Lien does not extend to any property other than that
subject to the underlying lease,                                      

(x) liens to secure the Revolving Credit Facility,          

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(xi) Liens securing Interest Rate Agreements,               

        (xii) easements or other minor defect or irregularities in title and
    other charges and encumbrances on property not interfering in any material
     respect with the use of such property in the business of the Company or the
applicable Subsidiary,                                                

    (xiii) liens that arose subsequent to the Original Issue Date in
compliance with the Series A/B Indenture, and                         

        (xiv) any extensions, substitutions, replacements or renewals of the
foregoing.                                                            

 "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or         
government (including any agency or political subdivision thereof).             

    "Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to dividends,    
distributions or liquidation proceeds of such Person over the holders of other  
Capital Stock issued by such Person.                                            

"Property" of any Person means all types of real, personal, tangible, 
intangible or mixed property owned by such Person whether or not included in the
most recent consolidated balance sheet of such Person and its Subsidiaries under
GAAP.                                                                           

 "Public Equity Offering" means a public offering by the Company or by a
holding company which owns, directly or indirectly, all of the outstanding      
capital stock of the Company of shares of its Common Stock (however designated  
and whether voting or non-voting) and any and all rights, warrants or options to
acquire such Common Stock.                                                      

"Purchase Money Indebtedness" means any Indebtedness incurred in the  
ordinary course of business by a Person to finance the cost (including the cost 
of construction) of an item of property, the principal amount of which          
Indebtedness does not exceed the sum of:                                        

(i) 100% of such cost, and                                  

(ii) reasonable fees and expenses of such Person incurred in
connection therewith.                                                 

   "Redeemable Dividend" means, for any dividend or distribution with regard
to Disqualified Capital Stock, the quotient of the dividend or distribution     
divided by the difference between one and the maximum statutory federal income  
tax rate (expressed as a decimal number between 1 and 0) then applicable to the 
issuer of such Disqualified Capital Stock.                                      

   "Refinancing Indebtedness" means Indebtedness that refunds, refinances or
extends any Indebtedness of the Company outstanding on the Original Issue Date  
or which is outstanding on the Issue Date and was incurred subsequent to the    
Issue Date in compliance with the Series A/B Indenture or other Indebtedness    
permitted to be incurred by the Company or its Subsidiaries pursuant to the     
terms of the Indenture, but only to the extent that:                            

       (i) the Refinancing Indebtedness is subordinated to the Notes to at
 least the same extent as the Indebtedness being refunded, refinanced or
extended, if at all,                                                  

    (ii) the Refinancing Indebtedness is scheduled to mature either:

            (a) no earlier than the Indebtedness being refunded, refinanced or
extended, or                                                    

(b) after the maturity date of the Notes,             

      (iii) the portion, if any, of the Refinancing Indebtedness that is
 scheduled to mature on or prior to the maturity date of the Notes has a
     weighted average life to maturity at the time such Refinancing Indebtedness
   is incurred that is equal to or greater than the weighted average life to
   maturity of the portion of the Indebtedness being refunded, refinanced or
  extended that is scheduled to mature on or prior to the maturity date of
the Notes,                                                            

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          (iv) such Refinancing Indebtedness is in an aggregate principal amount
that is equal to or less than the sum of:                             

       (a) the aggregate principal amount then outstanding under the
Indebtedness being refunded, refinanced or extended,            

             (b) the amount of accrued and unpaid interest, if any, and premiums
        owed, if any, not in excess of preexisting prepayment provisions on such
Indebtedness being refunded, refinanced or extended, and        

             (c) the amount of customary fees, expenses and costs related to the
incurrence of such Refinancing Indebtedness, and                

         (v) such Refinancing Indebtedness is incurred by the same Person that
     initially incurred the Indebtedness being refunded, refinanced or extended.

"Restricted Payment" means any of the following:                      

(i) the declaration or payment of any dividend or any other 
   distribution or payment on Capital Stock of the Company or any Subsidiary
  of the Company or any payment made to the direct or indirect holders (in
     their capacities as such) of Capital Stock of the Company or any Subsidiary
of the Company (other than:                                           

        (a) dividends or distributions payable solely in Capital Stock
        (other than Disqualified Capital Stock) or in options, warrants or other
      rights to purchase such Capital Stock (other than Disqualified Capital
Stock), and                                                     

      (b) in the case of Subsidiaries of the Company, dividends or
       distributions payable to the Company or to a Wholly Owned Subsidiary of
the Company),                                                   

        (ii) the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of the Company or any of its Subsidiaries (other
     than Capital Stock owned by the Company or a Wholly Owned Subsidiary of the
   Company, excluding Disqualified Capital Stock) or any option, warrants or
other rights to purchase such Capital Stock,                          

  (iii) the making of any principal payment on, or the purchase,
   defeasance, repurchase, redemption or other acquisition or retirement for
  value, prior to any scheduled maturity, scheduled repayment or scheduled
    sinking fund payment of any Indebtedness which is subordinated in right of
payment to the Notes other than subordinated Indebtedness acquired in 
   anticipation of satisfying a scheduled sinking fund obligation, principal
     installment or final maturity (in each case due within one year of the date
of acquisition),                                                      

       (iv) the making of any Investment or guarantee of any Investment in
any Person other than a Permitted Investment, and                     

         (v) forgiveness of any Indebtedness of an Affiliate of the Company to
the Company or a Subsidiary of the Company.                           

  For purposes of determining the amount expended for Restricted Payments,
cash distributed or invested shall be valued at the face amount thereof and     
property other than cash shall be valued at its fair market value.              

     "Revolving Credit Facility" means the Amended and Restated Credit Agreement
dated as of November 2, 1998, between the Company, the lenders party thereto in 
their capacities as lenders thereunder and Key Bank, National Association, as   
agent, together with the related documents thereto (including, without          
limitation, any guarantee agreements and security documents), in each case as   
such agreements may be or have been amended (including any amendment and        
restatement thereof), supplemented or otherwise modified from time to time,     
including any agreement extending the maturity of, refinancing, replacing or    
otherwise restructuring (including increasing the amount of available borrowings
thereunder (provided that such increase in borrowings is permitted by the       
"Limitation on Additional Indebtedness" covenant) or adding Subsidiaries of the 
Company as additional borrowers or guarantors thereunder) all or any portion of 
the Indebtedness under such agreement or any successor or replacement agreement 
and whether by the same or any other agent, lender or group of lenders.         

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 "Sale and Lease-Back Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Subsidiary of the Company of any
real or tangible personal property, which property has been or is to be sold or 
transferred by the Company or such Subsidiary to such Person in contemplation of
such leasing.                                                                   

"Senior Indebtedness" means the principal of and premium, if any, and 
interest on, and any and all other fees, expense reimbursement obligations and  
other amounts due pursuant to the terms of all agreements, documents and        
instruments providing for, creating, securing or evidencing or otherwise entered
into in connection with:                                                        

 (i) all Indebtedness of the Company owed to lenders under the
Revolving Credit Facility,                                            

         (ii) all obligations of the Company with respect to any Interest Rate
Agreement,                                                            

       (iii) all obligations of the Company to reimburse any bank or other
   person in respect of amounts paid under letters of credit, acceptances or
other similar instruments,                                            

          (iv) all other Indebtedness of the Company which does not provide that
it is to rank pari passu with or subordinate to the Notes, and        

  (v) all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any of the Senior       
Indebtedness described above.                                         

Notwithstanding anything to the contrary in the foregoing, Senior     
Indebtedness will not include:                                                  

         (i) Indebtedness of the Company to any of its Subsidiaries, or to any
Affiliate of the Company or any of such Affiliate's Subsidiaries,     

(ii) Indebtedness represented by the Notes,                 

         (iii) any Indebtedness which by the express terms of the agreement or
instrument creating, evidencing or governing the same is junior or    
subordinate in right of payment to any item of Senior Indebtedness,   

          (iv) any trade payable arising from the purchase of goods or materials
or for services obtained in the ordinary course of business,          

(v) Indebtedness incurred in violation of the Indenture,    

    (vi) Indebtedness represented by Disqualified Capital Stock, and

(vii) any Indebtedness to or guaranteed on behalf of, any   
shareholders, director, officer or employee of the Company or any     
Subsidiary of the Company.                                            

  "Series A/B Indenture" means the indenture dated as of November 25, 1997
between the Company and the Trustee relating to the Series A/B Notes.           

   "Series A/B Notes" means the $150.0 million aggregate principal amount of
9 1/4% Senior Subordinated Notes due 2007 issued under the Series A/B Indenture.

  "Subsidiary" of any specified Person means any corporation, partnership,
joint venture, association or other business entity, whether now existing or    
hereafter organized or acquired:                                                

         (i) in the case of a corporation, of which more than 50% of the total
voting power of the Capital Stock entitled (without regard to the     
occurrence of any contingency) to vote in the election of directors,  
   officers or trustees thereof is held by such first-named Person or any of
its Subsidiaries, or                                                  

          (ii) in the case of a partnership, joint venture, association or other
  business entity, with respect to which such first-named Person or any of
its Subsidiaries has the power to direct or cause the direction of the
  management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with the first-named 
Person for financial statement purposes.                              

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"Subsidiary Indebtedness" means any Indebtedness other than:          

      (i) Indebtedness in the form of, or represented by, bonds or other
securities or any guarantee thereof, and                              

       (ii) Indebtedness which is, or may be, quoted, listed or ordinarily
purchased and sold on any stock exchange, automated trading system or 
   over-the-counter or other securities market (including, without prejudice
    to the generality of the foregoing, the market for securities eligible for
resale pursuant to Rule 144A under the Securities Act).               

"Wholly Owned Subsidiary" means any Subsidiary, all of the outstanding
voting securities (other than directors' qualifying shares) of which are owned, 
directly or indirectly, by the Company.                                         

BOOK-ENTRY; DELIVERY AND FORM                                                   

  The Notes are being offered and sold to QIBs (as defined) in reliance on
Rule 144A under the Securities Act ("Rule 144A Notes"). Notes also may be       
offered and sold in offshore transactions in reliance on Regulation S           
("Regulation S Notes"). In addition, Notes may be subsequently transferred to   
institutional "accredited investors" within the meaning of subparagraph (a)(1), 
(2), (3) or (7) of Rule 501 under the Securities Act ("Institutional Accredited 
Investors") in transactions exempt from registration under the Securities Act   
not made in reliance on Rule 144A or Regulation S under the Securities Act      
("Other Notes").                                                                

Rule 144A Notes initially will be represented by one or more notes in 
registered, global form without interest coupons (collectively, the "Rule 144A  
Global Note"). The Rule 144A Global Note will be deposited upon issuance with   
the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, 
New York, and registered in the name of DTC or its nominee, in each case for    
credit to an account of a direct or indirect participant as described below.    
Other Notes held by Institutional Accredited Investors will be represented by   
one or more certificated Notes bearing the restrictive legend described under   
"Notice to Investors" ("Accredited Investor Certificated Notes"). Regulation S  
Notes initially will be represented by one or more notes in registered, global  
form without interest coupons (collectively, the "Regulation S Global Note,"    
and, together with the Rule 144A Global Note, the "Global Notes"). The          
Regulation S Global Note will be deposited upon issuance with the Trustee as    
custodian for DTC, and registered in the name of a nominee of DTC, in each case 
for credit to the accounts of Euroclear System ("Euroclear") and Cedel Bank,    
S.A. ("CEDEL"). On or prior to the 40th day after the later of the commencement 
of the Offering and the Issue Date (such period through and including such 40th 
day, the "Restricted Period"), beneficial interests in the Regulation S Note may
be held only through Euroclear or CEDEL, as indirect participants in DTC, unless
transferred to a person that takes delivery in the form of an interest in the   
corresponding Rule 144A Global Note in accordance with the certification        
requirements described below. Beneficial interests in the Rule 144A Global Note 
may not be exchanged for beneficial interests in the Regulation S Global Note at
any time except in the limited circumstances described below. See "--Exchanges  
between Regulation S Notes and Rule 144A Notes and Other Notes."                

  Except as set forth below, the Global Notes may be transferred, in whole
but not in part, only to another nominee of DTC or to a successor of DTC or its 
nominee. Beneficial interests in the Global Notes may not be exchanged for Notes
in certificated form except in the limited circumstances described below. See   
"--Exchange of Book-Entry Notes for Certificated Notes."                        

 Rule 144A Notes (including beneficial interests in the Rule 144A Global
Note), Regulation S Notes (including beneficial interests in the Regulation S   
Note) and Other Notes will be subject to certain restrictions on transfer and   
will bear a restrictive legend as described under "Notice to Investors." In     
addition, transfer of beneficial interests in the Global Notes will be subject  
to the applicable rules and procedures of DTC and its direct or indirect        
participants (including, if applicable, those of Euroclear and CEDEL), which may
change from time to time.                                                       

     The Notes may be presented for registration of transfer and exchange at the
offices of the Registrar.                                                       

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Depository Procedures                                                       

DTC has advised the issuer that DTC is a limited-purpose trust company
created to hold securities for its participating organizations (collectively,   
the "Participants") and to facilitate the clearance and settlement of           
transactions in those securities between the Participants through electronic    
book-entry changes in accounts of the Participants. The Participants include    
securities brokers and dealers (including the Initial Purchasers), banks, trust 
companies, clearing corporations and certain other organizations. Access to     
DTC's system is also available to other entities such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly (collectively, the "Indirect       
Participants"). Persons who are not Participants may beneficially own securities
held by or on behalf of DTC only through the Participants or the Indirect       
Participants. The ownership interest and transfer of ownership interest of each 
actual purchaser of each security held by or on behalf of DTC are recorded on   
the records of the Participants and the Indirect Participants.                  

    DTC has also advised the issuer that pursuant to procedures established by
it, (i) upon deposit of the Global Notes, DTC will credit the accounts of       
Participants designated by the Initial Purchasers with portions of the principal
amount of the Global Notes and (ii) ownership of such interests in the Global   
Notes will be shown on, and the transfer of ownership thereof will be effected  
only through, records maintained by DTC (with respect to the Participants) or by
the Participants and the Indirect Participants (with respect to other owners of 
beneficial interests in the Global Notes).                                      

 Investors in the Rule 144A Global Note may hold their interests therein
directly through DTC, if they are Participants in such system, or indirectly    
through organizations (including Euroclear and CEDEL) which are Participants in 
such system. Investors in the Regulation S Global Note must initially hold their
interests therein through Euroclear or CEDEL, if they are accountholders in such
systems, or indirectly through organizations which are accountholders in such   
systems. After the expiration of the Restricted Period (but not earlier),       
investors may also hold interests in the Regulation S Global Note through       
organizations other than Euroclear and CEDEL that are Participants in the DTC   
system. Euroclear and CEDEL will hold interests in the Regulation S Global Note 
on behalf of their participants through their respective depositories, which in 
turn will hold such interests in the Regulation S Global Note customers'        
securities accounts in their respective names on the books of DTC. The Chase    
Manhattan Bank, Brussels office, will initially act as depository for Euroclear,
and Citibank, N.A., will initially act as depository for CEDEL. All interests in
a Global Note, including those held through Euroclear or CEDEL, may be subject  
to the procedures and requirements of DTC. Those interests held through         
Euroclear or CEDEL may also be subject to the procedures and requirements of    
such system.                                                                    

     The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to    
transfer beneficial interests in a Global Note to such persons may be limited to
that extent. Because DTC can act only on behalf of the Participants, which in   
turn act on behalf of the Indirect Participants and certain banks, the ability  
of a person having beneficial interests in a Global Note to pledge such         
interests to persons or entities that do not participate in the DTC system, or  
otherwise take actions in respect of such interests, may be affected by the lack
of a physical certificate evidencing such interests. For certain other          
restrictions on the transferability of the Notes, see "--Exchange of Book-Entry 
Notes for Certificated Notes" and "--Exchanges between Regulation S Notes and   
Rule 144A Notes and Other Notes."                                               

     EXCEPT AS DESCRIBED BELOW, OWNERS OF INTERESTS IN THE GLOBAL NOTES WILL NOT
HAVE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL DELIVERY OF     
NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE REGISTERED OWNERS OR  
HOLDERS THEREOF UNDER THE INDENTURE FOR ANY PURPOSE.                            

    Payments in respect of the principal of (and premium, if any) and interest
on a Global Note registered in the name of DTC or its nominee will be payable to
DTC or its nominee in its capacity as the registered holder under the Indenture.
Under the terms of the Indenture, the issuer and the Trustee will treat the     
persons in whose names the Notes, including the Global Notes, are registered as 
the owners thereof for the purpose of receiving such payments and for any and   
all other purposes whatsoever. Consequently, none of the issuer, the Initial    
Purchasers, the Trustee nor any agent of the issuer, the Initial Purchasers or  
the Trustee has or will have any responsibility or liability for (i) any aspect 
or accuracy of DTC's records or any Participant's or Indirect Participant's     
records relating to or payments made on account of beneficial ownership         
interests in the Global Notes, or for maintaining,                              

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supervising or reviewing any of DTC's records or any Participant's or Indirect  
Participant's records relating to the beneficial ownership interests in the     
Global Notes, or (ii) any other matter relating to the actions and practices of 
DTC or any of the Participants or the Indirect Participants.                    

   DTC has advised the issuer that its current practice, upon receipt of any
payment in respect of securities such as the Notes (including principal and     
interest), is to credit the accounts of the relevant Participants with the      
payment on the payment date, in amounts proportionate to their respective       
holdings in principal amount of beneficial interests in the relevant security as
shown on the records of DTC. Payments by the Participants and the Indirect      
Participants to the beneficial owners of Notes will be governed by standing     
instructions and customary practices and will not be the responsibility of DTC, 
the Trustee or us. Neither we nor the Trustee will be liable for any delay by   
DTC or any of the Participants in identifying the beneficial owners of the      
Notes, and we and the Trustee may conclusively rely on and will be protected in 
relying on instructions from DTC or its nominee as the registered owner of the  
Global Notes for all purposes.                                                  

Except for trades involving only Euroclear and CEDEL participants,    
interests in the Global Notes will trade in DTC's Same-Day Funds Settlement     
System and secondary market trading activity in such interests will therefore   
settle in immediately available funds, subject in all cases to the rules and    
procedures of DTC and the Participants.                                         

   Transfers between Participants in DTC will be effected in accordance with
DTC's procedures and will be settled in same-day funds. Transfers between       
accountholders in Euroclear and CEDEL will be effected in the ordinary way in   
accordance with their respective rules and operating procedures.                

Subject to compliance with the transfer restrictions applicable to the
Notes described herein, cross-market transfers between the accountholders in    
DTC, on the one hand, and directly or indirectly through Euroclear or CEDEL     
accountholders, on the other hand, will be effected through DTC in accordance   
with DTC's rules on behalf of Euroclear or CEDEL, as the case may be, by its    
respective depository; however, such cross-market transactions will require     
delivery of instructions to Euroclear or CEDEL, as the case may be, by the      
counterparty in such system in accordance with the rules and procedures and     
within the established deadlines (Brussels time) of such system. Euroclear or   
CEDEL, as the case may be, will, if the transaction meets its settlement        
requirements, deliver instructions to its respective depository to take action  
to effect final settlement on its behalf by delivering or receiving interests in
the relevant Global Note in DTC, and making or receiving payment in accordance  
with normal procedures for same-day funds settlement applicable to DTC.         
Euroclear and CEDEL accountholders may not deliver instructions directly to the 
depositories for Euroclear or CEDEL.                                            

    Because of time zone differences, the securities account of a Euroclear or
CEDEL accountholder purchasing an interest in a Global Note from an             
accountholder in DTC will be credited, and any such crediting will be reported  
to the relevant Euroclear or CEDEL participant, during the securities settlement
processing day (which must be a business day for Euroclear or CEDEL) immediately
following the settlement date of DTC. Cash received in Euroclear or CEDEL as a  
result of sales of interests in a Global Note by or through a Euroclear or CEDEL
accountholder to a Participant in DTC will be received with value on the        
settlement date of DTC but will be available in the relevant Euroclear or CEDEL 
cash account only as of the business day for Euroclear or CEDEL following DTC's 
settlement date.                                                                

 DTC has advised the issuer that it will take any action permitted to be
taken by a holder of Notes only at the direction of one or more Participants to 
whose account with DTC interests in the Global Notes are credited and only in   
respect of such portion of the aggregate principal amount of the Notes as to    
which such Participant or Participants has or have given such direction.        
However, if any of the events described under "--Exchange of Book Entry Notes   
for Certificated Notes" occurs, DTC reserves the right to exchange the Global   
Notes for (in the case of the Rule 144A Global Note) legended Notes in          
certificated form and to distribute such Notes to its Participants.             

 The information in this section concerning DTC, Euroclear and CEDEL and
their book-entry systems has been obtained from sources that the Company        
believes to be reliable, but the Company takes no responsibility for the        
accuracy thereof.                                                               

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   Although DTC, Euroclear and CEDEL have agreed to the foregoing procedures
to facilitate transfers of interests in the Regulation S Global Note and in the 
Rule 144A Global Note among accountholders in DTC and accountholders of         
Euroclear and CEDEL, they are under no obligation to perform or to continue to  
perform such procedures, and such procedures may be discontinued at any time.   
None of the issuer, the Initial Purchasers or the Trustee nor any agent of the  
issuer, the Initial Purchasers or the Trustee will have any responsibility for  
the performance by DTC, Euroclear or CEDEL or their respective participants,    
indirect participants or accountholders of their respective obligations under   
the rules and procedures governing their operations.                            

Exchange of Book-Entry Notes for Certificated Notes                         

  Notes transferred to Institutional Accredited Investors who are not QIBs
will be issued in registered certificated form. In addition, a Global Note is   
exchangeable for definitive Notes in registered certificated form if (i) DTC (x)
notifies the issuer that it is unwilling or unable to continue as depository for
the Global Note and the Issuer thereupon fails to appoint a successor depository
or (y) has ceased to be a clearing agency registered under the Exchange Act,    
(ii) the issuer, at its option, notifies the Trustee in writing that it elects  
to cause the issuance of the Notes in certificated form or (iii) there shall    
have occurred and be continuing a Default or an Event of Default with respect to
the Notes. In all cases, certificated Notes delivered in exchange for any Global
Note or beneficial interests therein will be registered in the names, and issued
in any approved denominations, requested by or on behalf of DTC (in accordance  
with its customary procedures) and will bear the restrictive legend described in
"Notice to Investors" unless the issuer determines otherwise in compliance with 
applicable law.                                                                 

Exchanges between Regulation S Notes and Rule 144A Notes and Other Notes    

    Prior to the expiration of the Restricted Period, a beneficial interest in
a Regulation S Global Note may be transferred to a person who takes delivery in 
the form of an interest in the corresponding Rule 144A Global Note or in the    
form of an Accredited Investor Certificated Note only upon receipt by the       
Trustee of a written certification from the transferor to the effect that such  
transfer is being made (i)(a) to a person whom the transferor reasonably        
believes is a QIB in a transaction meeting the requirements of Rule 144A or (b) 
pursuant to another exemption from the registration requirements under the      
Securities Act which is accompanied by an opinion of counsel regarding the      
availability of such exemption and (ii) in accordance with all applicable       
securities laws of any state of the United States or any other jurisdiction.    

 Beneficial interests in a Rule 144A Global Note may be transferred to a
person who takes delivery in the form of an interest in the Regulation S Global 
Note, whether before or after the expiration of the Restricted Period, only if  
the transferor first delivers to the Trustee a written certificate to the effect
that such transfer is being made in accordance with Rule 903 or 904 of          
Regulation S or Rule 144 under the Securities Act (if available) and that, if   
such transfer occurs prior to the expiration of the Restricted Period, the      
interest transferred will be held immediately thereafter through Euroclear or   
CEDEL.                                                                          

  Beneficial interests in a Global Note may be transferred to a person who
takes delivery in the form of an Accredited Investor Certificated Note only upon
compliance with the procedures set forth in "Notice to Investors."              

     Any beneficial interest in one of the Global Notes that is transferred to a
person who takes delivery in the form of an interest in another Global Note     
will, upon transfer, cease to be an interest in such Global Note and become an  
interest in such other Global Note and, accordingly, will thereafter be subject 
to all transfer restrictions and other procedures applicable to beneficial      
interests in such other Global Note for as long as it remains such an interest. 

    Transfers involving an exchange of a beneficial interest in the Regulation
S Global Note for a beneficial interest in the Rule 144A Global Note or vice    
versa will be effected in DTC by means of an instruction originated by DTC      
through the DTC/Deposit Withdraw at Custodian ("DWAC") system. Accordingly, in  
connection with such transfer, upon notice from DTC through the DWAC system     
appropriate adjustments, this is initiated by beneficial holder through         
Participant through DTC to Trustee, will be made to reflect a decrease in the   
principal amount of the Regulation S Global Note and a corresponding increase in
the principal amount of the Rule 144A Global Note or vice versa, as applicable. 

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FEDERAL INCOME TAX CONSEQUENCES 

  The following discussion summarizes the material U.S. federal income tax
aspects of your acceptance of, and participation in, the exchange offer. This   
discussion is a summary for general information purposes and does not consider  
all aspects of U.S. federal income taxation that may be relevant to your        
surrender of outstanding notes in the exchange offer or your ownership or       
disposition of new notes thereafter. This discussion also does not address the  
U.S. federal income tax consequences of ownership of notes not held as capital  
assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of  
1986, as amended (the "Code"), or the U.S. federal income tax consequences to   
investors subject to special treatment under the U.S. federal income tax laws,  
such as dealers in securities or foreign currency, tax-exempt entities,         
financial institutions, insurance companies, persons that hold the notes as part
of a "straddle," a "hedge" or a "conversion transaction," persons that have a   
"functional currency" other than the U.S. dollar, and investors in pass-through 
entities. In addition, this discussion does not describe any tax consequences   
arising under U.S. federal gift and estate taxes or out of the tax laws of any  
state, local or foreign jurisdiction.                                           

This discussion is based upon the Code, existing Treasury regulations 
thereunder, and current administrative rulings and court decisions. All of the  
foregoing is subject to change, possibly on a retroactive basis, and any such   
change could affect the continuing validity of this discussion.                 

PERSONS CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX
ADVISORS CONCERNING THE APPLICATION OF FEDERAL INCOME TAX LAWS, AS WELL AS THE  
LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION, TO THEIR PARTICULAR    
SITUATIONS.                                                                     

U.S. HOLDERS

The following discussion is limited to the U.S. federal income tax    
consequences relevant to a beneficial owner of a note that is (i) a citizen or  
resident (as defined in Section 7701 (b) (1) of the Code) of the United States, 
(ii) a corporation organized under the laws of the United States or any         
political subdivision thereof or therein, (iii) an estate, the income of which  
is subject to U.S. federal income tax regardless of the source or (iv) a trust  
with respect to which a court within the United States is able to exercise      
primary supervision over its administration and one or more United States       
persons have the authority to control all of its substantial decisions (a "U.S. 
Holder"). Certain U.S. federal income tax consequences relevant to a holder     
other than a U.S. Holder are discussed separately below.                        

Stated Interest                                                             

  Stated interest on a note should be taxable to a U.S. Holder as ordinary
interest income at the time it accrues or is received in accordance with such   
Holder's method of accounting for U.S. federal income tax purposes.             

Market Discount                                                             

If a note is acquired at a "market discount," some or all of any gain 
realized upon a sale or other disposition or payment at maturity or some or all 
of a partial principal payment of such note may be treated as ordinary income,  
as described below. For this purpose, "market discount" is the excess (if any)  
of the stated redemption price at maturity of a note over its purchase price,   
subject to a statutory de minimis exception. Unless a U.S. Holder has elected to
include market discount in income as it accrues, any gain realized on a         
subsequent disposition of a note (other than in connection with certain         
nonrecognition transactions) or payment at maturity, or some or all of any      
partial principal payment with respect to the note, will be treated as ordinary 
income to the extent of the market discount that is treated as having accrued   
during the period such U.S. Holder held the note.                               

    The amount of market discount treated as having accrued will be determined
either (i) on a straight-line basis by multiplying the market discount times a  
fraction, the numerator of which is the number of days the note was held by the 
U.S. Holder and the denominator of which is the total number of days after the  
date such U.S. Holder acquired the note up to and including the date of its     
maturity or (ii) if the U.S. Holder so elects, on a constant interest rate      
method. A U.S. Holder may make that election with respect to any note but, once 
made, such election is irrevocable.                                             
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     In lieu of recharacterizing gain upon disposition as ordinary income to the
extent of accrued market discount at the time of disposition, a U.S. Holder of a
note acquired at a market discount may elect to include market discount in      
income currently, through the use of either the straight-line inclusion method  
or the elective constant interest method. Once made, the election to include    
market discount in income currently applies to all notes and other obligations  
held by the U.S. Holder that are purchased at a market discount during the      
taxable year for which the election is made, and all subsequent taxable years of
the U.S. Holder, unless the Internal Revenue Service (the "IRS") consents to a  
revocation of the election. If an election is made to include market discount in
income currently, the basis of the note in the hands of the U.S. Holder will be 
increased by the market discount thereon as it is included in income.           

 Unless a U.S. Holder who acquires a note at a market discount elects to
include market discount in income currently, such U.S. Holder may be required to
defer deductions for any interest paid on indebtedness allocable to such notes  
in an amount not exceeding the deferred income until such income is realized.   

BOND PREMIUM                                                                    

  If a U.S. Holder purchases a note and immediately after the purchase the
adjusted basis of the note exceeds the sum of all amounts payable on the        
instrument after the purchase date (other than qualified stated interest), the  
note has "bond premium." A U.S. Holder may elect to amortize such bond premium  
over the remaining term of such note (or if it results in a smaller amount of   
amortizable bond premium, until an earlier call date).                          

    If bond premium is amortized, the amount of interest that must be included
in the U.S. Holder's income for each period ending on an interest payment date  
or at the stated maturity, as the case may be, will be reduced by the portion of
premium allocable to such period based on the note's yield to maturity. If such 
an election to amortize bond premium is not made, a U.S. Holder must include the
full amount of each interest payment in income in accordance with its regular   
method of accounting and will receive a tax benefit from the premium only in    
computing such U.S. Holder's gain or loss upon the sale or other disposition or 
payment of the principal amount of the note.                                    

   An election to amortize premium will apply to amortizable bond premium on
all notes and other bonds, the interest on which is includable in the U.S.      
Holder's gross income, held at the beginning of the U.S. Holder's first taxable 
year to which the election applies or that are thereafter acquired and may be   
revoked only with the consent of the IRS.                                       

Exchange Offer                                                              

  The exchange of outstanding notes for new notes pursuant to the exchange
offer will not be a taxable exchange. Therefore, you will not recognize any     
taxable income or loss as a result of exchanging an outstanding note for a new  
note. The holding period for new notes received pursuant to the exchange offer  
will include the holding period of the outstanding notes exchanged therefor.    
Your federal income tax basis in new notes received pursuant to the exchange    
offer will be the same as your federal income tax basis in the outstanding notes
surrendered in the exchange. We must pay additional cash interest on the notes  
if we fail to comply with certain of our obligations in connection with the     
exchange offer. That additional interest should be treated for tax purposes as  
interest, taxable to holders in the manner described in "Stated Interest" above.
However, it is possible that the IRS may take a different position, in which    
case a United States holder may have to include such additional interest in     
income as the interest accrues or becomes fixed, regardless of that holder's    
usual method of accounting.                                                     

Disposition of the Notes                                                    

  Upon sale, redemption or other disposition of a note, a U.S. Holder will
generally recognize gain or loss equal to the difference between (i) the amount 
realized on the disposition (other than amounts attributable to accrued interest
not yet taken into income which will be taxed as ordinary income) and (ii) the  
U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis
in a note generally will equal the cost of the note to the U.S. Holder increased
by amounts includable in income as market discount (if the U.S. Holder elects to
include market discount on a current basis) and reduced by any bond premium     
amortized by any U.S. Holder.                                                   

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Such gain or loss (except to the extent that the market discount rules
otherwise provide) will generally constitute capital gain or loss and will be   
long-term capital gain (taxed, in the case of individuals, at a maximum rate of 
20%) or loss if the U.S. Holder has held such note for longer than 12 months.   

Backup Withholding and Information Reporting                                

Under the Code, a U.S. Holder of a note may be subject, under certain 
circumstances, to information reporting and/or backup withholding at a 31% rate 
with respect to cash payments in respect of interest on, or the gross proceeds  
from disposition of, a note. This withholding applies only if a U.S. Holder (I) 
fails to furnish its social security or other taxpayer identification number    
("TIN") within a reasonable time after a request therefor, (ii) furnishes an    
incorrect TIN, (iii) is notified by the IRS that it has failed to report        
interest or dividends properly, or (iv) fails, under certain circumstances, to  
provide a certified statement, signed under penalty of perjury, that the TIN    
provided is its correct number and that it is not subject to backup withholding.
Any amount withheld from a payment to a U.S. Holder under the backup withholding
rules is allowable as a credit (and may entitle such holder to a refund) against
such Holder's U.S. federal income tax liability, provided that the required     
information is furnished to the IRS. Certain persons are exempt from backup     
withholding, including corporations and financial institutions. Holders of notes
should consult their tax advisors as to their qualification for exemption from  
withholding and the procedure for obtaining such exemption.                     

NON-U.S. HOLDERS

The following discussion is limited to the U.S. federal income tax    
consequences relevant to a holder of a note that is not a U.S. Holder (a        
"Non-U.S. Holder").                                                             

This discussion does not address all aspects of U.S. federal income   
taxation that may be relevant to your surrender of outstanding notes in the     
exchange offer or your ownership or disposition of new notes thereafter. For    
example, persons who are partners in foreign partnerships or beneficiaries of   
foreign trusts or estates and who are subject to U.S. federal income tax because
of their own status, such as U.S. residence or foreign persons engaged in a     
trade or business in the United States, may be subject to U.S. federal income   
tax even though the entity is not subject to income tax on disposition of its   
note.                                                                           

  For purposes of the following discussion, interest and gain on the sale,
redemption or other disposition of the note will be considered "U.S. trade or   
business income" if such income or gain is (i) effectively connected with the   
conduct of a U.S. trade or business or (ii) in the case of an applicable income 
tax treaty between the United States and the country of which the Holder is a   
qualified resident, attributable to a U.S. permanent establishment (or to a     
fixed base) in the United States.                                               

Stated Interest                                                             

 Generally, any interest paid to a Non-U.S. Holder of a note that is not
U.S. trade or business income will not be subject to U.S. federal income tax if 
the interest qualifies as "portfolio interest." Interest on the notes will      
qualify as portfolio interest if (i) the Non-U.S. Holder does not actually or   
constructively own 10% or more of the voting power of the Company and is not a  
"controlled foreign corporation" with respect to which the issuer is a "related 
person" within the meaning of Section 881(c)(3)(C) of the Code, and (ii) the    
beneficial owner, under penalties of perjury, certifies using the requisite form
that the beneficial owner is not a U.S. person and such certificate provides the
beneficial owner's name and address.                                            

   The gross amount of payments to a Non-U.S. Holder of interest that do not
qualify for the portfolio interest exception and that are not U.S. trade or     
business income will be subject to U.S. withholding tax at the rate of 30%,     
unless a U.S. income tax treaty applies to reduce or eliminate withholding. U.S.
trade or business income will be taxed at regular U.S. federal income tax rates 
rather than the 30% gross rate. To claim the benefit of a tax treaty or to claim
exemption from withholding because the income is U.S. trade or business income, 
the Non-U.S. Holder must provide a properly executed Form 1001 or 4224 (or such 
successor forms as the IRS designates), as applicable, prior to payment of      
interest. These forms must be periodically updated. Under regulations effective 
beginning after December 31, 2000, the Forms 1001 and 4224 will be replaced by  
Form W-8, and a Non-U.S.                                                        

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Holder who is claiming the benefits of a tax treaty may be required to obtain a 
U.S. TIN and to provide certain documentary evidence issued by foreign          
governmental authorities to prove residence in the foreign country.             

Disposition of the Notes                                                    

    Subject to the discussion concerning backup withholding, any gain realized
by a Non-U.S. Holder on the sale, redemption or other disposition of a note     
generally will not be subject to U.S. federal income tax unless (i) such gain is
U.S. trade or business income or (ii) subject to certain exceptions, the        
Non-U.S. Holder is an individual who holds the note as a capital asset and is   
present in the United States for 183 days or more in the taxable year of the    
disposition.                                                                    

INFORMATION REPORTING AND BACKUP WITHHOLDING

     The issuers must report annually to the IRS and to each Non-U.S. Holder any
interest that is subject to U.S. withholding tax or that is exempt from         
withholding pursuant to a tax treaty or the portfolio interest exception. Copies
of these information returns may also be made available under the provisions of 
a specific treaty or agreement to the tax authorities of the country in which   
the Non-U.S. Holder resides.                                                    

    Backup withholding and information reporting will not apply to payments of
principal on the notes by the issuers to a Non-U.S. Holder, if the Holder       
certifies as to its non-U.S. status under penalties of perjury or otherwise     
establishes an exemption (provided that neither the issuers nor their paying    
agent has actual knowledge that the Holder is a U.S. Holder or that the         
conditions of any other exemption are not, in fact, satisfied).                 

     The payment of the proceeds from the disposition of notes to or through the
U.S. office of any broker, U.S. or foreign, will be subject to information      
reporting and possible backup withholding unless the owner certifies as to its  
non-U.S. status under penalties of perjury or otherwise establishes an          
exemption, provided that the broker does not have actual knowledge that the     
holder is a U.S. Holder or that the conditions of any other exemption are not,  
in fact, satisfied. The payment of the proceeds from the disposition of a note  
to or through a non-U.S. office of a foreign broker that is not a "U.S. related 
person" will not be subject to information reporting or backup withholding. (For
this purpose, a "U.S. related person" is (i) a "controlled foreign corporation" 
for U.S. federal income tax purposes or (ii) a foreign person 50% or more of    
whose gross income from all sources for the three-year period ending with the   
close of its taxable year preceding the payment (or for such part of the period 
that the broker has been in existence) is derived from activities that are      
effectively connected with the conduct of a U.S. trade or business).            

    In the case of the payment of proceeds from the disposition of notes to or
through a non-U.S. office of a broker that is either a U.S. person or a U.S.    
related person, the regulations require information reporting on the payment    
unless the broker has documentary evidence in its files that the owner is a     
Non-U.S. Holder and the broker has no knowledge to the contrary. Backup         
withholding will not apply to payments made through foreign offices of a broker 
that is a U.S. person or a U.S. related person (absent actual knowledge that the
payee is a U.S. Holder).                                                        

     Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be allowed as a refund or a credit against such Non-U.S.   
Holder's U.S. federal income tax liability, provided that the requisite         
procedures are followed.                                                        

PLAN OF DISTRIBUTION

Based on interpretations by the staff of the Securities and Exchange  
Commission in no-action letters issued to third parties, we believe that new    
notes may be offered for resale, resold and otherwise transferred by holders    
unless the holder is:                                                           

- an "affiliate" of Park-Ohio,                                        

   - a broker-dealer who acquired outstanding notes directly from Park-Ohio,
or                                                                

- a broker-dealer who acquired outstanding notes as a result of       
market-making or other trading activities.                        

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  Transfers will be permitted without compliance with the registration and
prospectus delivery provisions of the Securities Act of 1933, provided that the 
new notes are acquired in the ordinary course of the holders' business and the  
holder has no arrangement with any person to participate in a distribution of   
the new notes. Broker-dealers receiving new notes in the exchange offer will be 
subject to a prospectus delivery requirement with respect to resales of those   
new notes.                                                                      

Each broker-dealer that receives new notes for its own account in the 
exchange offer must acknowledge that it will deliver a prospectus in connection 
with any resale of those new notes. This prospectus, as it may be amended or    
supplemented from time to time, may be used by a broker-dealer in connection    
with resales of new notes received in exchange for outstanding notes where such 
outstanding notes were acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the     
expiration date of the exchange offer, we will make this prospectus, as amended 
or supplemented, available to any broker-dealer for use in connection with any  
resale.                                                                         

We will not receive any proceeds from the sale of new notes by        
broker-dealers. New notes received by broker-dealers for their own account in   
the exchange offer may be sold from time to time in one or more transactions in 
the over-the-counter market transactions, in negotiated transactions, through   
the writing of options on the new notes or a combination of those methods of    
resale, at market prices prevailing at the time of resale, at prices related to 
such prevailing market prices or at negotiated prices. Any resale may be made   
directly to purchasers or to or through brokers or dealers who may receive      
compensation in the form of commissions or concessions from the broker-dealer or
the purchasers of any new notes. Any broker-dealer that resells new notes that  
were received by it for its own account in the exchange offer and any broker or 
dealer that participates in a distribution of new notes may be deemed to be an  
"underwriter" within the meaning of the Securities Act and any profit on the    
resale of new notes and any commission or concessions received by any of those  
persons may be deemed to be underwriting compensation under the Securities Act. 
The Letter of Transmittal states that, by acknowledging that it will deliver,   
and by delivering the SEC a prospectus, a broker-dealer will not be deemed to   
admit that it is an "underwriter" within the meaning of the Securities Act.     
Despite this acknowledgment, a broker-dealer may nonetheless be determined to be
an "underwriter" by the SEC.                                                    

   For a period of 180 days after the expiration date of the exchange offer,
we will promptly send additional copies of this prospectus and any amendment or 
supplement to any broker-dealer that requests those documents in the Letter of  
Transmittal. We have agreed to pay all expenses incident to the exchange offer, 
including the expenses of one counsel for the holders of the notes, other than  
commissions or concessions of any broker-dealer.                                

    The initial purchasers and their affiliates have provided in the past, and
may provide in the future, investment banking and financial advisory services to
us for which they have received, and in the future may receive, customary fees. 

LEGAL MATTERS 

   The validity of the new notes we will issue in the exchange offer will be
passed upon for us by Jones, Day, Reavis & Pogue, Cleveland, Ohio.              

EXPERTS 

 The consolidated financial statements of Park-Ohio Industries, Inc. and
Subsidiaries at December 31, 1998 and 1997, and for each of the three years in  
the period ended December 31, 1998 appearing in this prospectus and registration
statement have been audited by Ernst & Young LLP, independent auditors, as set  
forth in their report appearing elsewhere herein, and are included in reliance  
upon such report given upon the authority of such firm as experts in accounting 
and auditing.                                                                   

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                [Download Table]

                                                               PAGE 
                                                              NUMBER
                                                              ------
                                                                    
Consolidated Balance Sheet -- March 31, 1999 (Unaudited)....  F-2   
Consolidated Statements of Income -- Three Months Ended             
  March 31, 1998 and March 31, 1999 (Unaudited).............  F-3   
Consolidated Statement of Shareholder's Equity -- Three             
  Months Ended March 31, 1999 (Unaudited)...................  F-4   
Consolidated Statements of Cash Flows -- Three Months Ended         
  March 31, 1998 and March 31, 1999 (Unaudited).............  F-5   
Notes to Consolidated Financial Statements (Unaudited)......  F-6   
Report of Ernst & Young LLP, Independent Auditors...........  F-9   
Consolidated Balance Sheets --                                      
  December 31, 1997 and December 31, 1998...................  F-10  
Consolidated Statements of Income --                                
  Years Ended December 31, 1996, 1997 and 1998..............  F-11  
Consolidated Statements of Shareholder's Equity -- Years            
  Ended December 31, 1996, 1997 and 1998....................  F-12  
Consolidated Statements of Cash Flows --                            
  Years Ended December 31, 1996, 1997 and 1998..............  F-13  
Notes to Consolidated Financial Statements..................  F-14  

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEET (UNAUDITED)

(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                                                              MARCH 31,
                                                                1999   
                                                              ---------
                                                                       
ASSETS                                                                 
Current Assets                                                         
  Cash and cash equivalents.................................  $  4,482 
  Accounts receivable, less allowances for doubtful accounts           
     of $3,060 at March 31, 1999............................   101,761 
  Inventories...............................................   168,072 
  Deferred tax assets.......................................     2,232 
  Other current assets......................................     6,614 
                                                              -------- 
          Total Current Assets..............................   283,161 
Property, Plant and Equipment...............................   198,909 
  Less accumulated depreciation.............................    74,488 
                                                              -------- 
                                                               124,421 
Other Assets                                                           
  Excess purchase price over net assets acquired, net of               
     accumulated amortization of $8,919 at March 31, 1999...   109,873 
  Deferred taxes............................................     8,900 
  Other.....................................................    38,926 
                                                              -------- 
                                                              $565,281 
                                                              ======== 
LIABILITIES AND SHAREHOLDER'S EQUITY                                   
Current Liabilities                                                    
  Trade accounts payable....................................  $ 62,066 
  Accrued expenses..........................................    54,986 
  Current portion of long-term liabilities..................     2,034 
                                                              -------- 
          Total Current Liabilities.........................   119,086 
Long-Term Liabilities, less current portion                            
  Long-term debt............................................   270,032 
  Other postretirement benefits.............................    26,152 
  Other.....................................................     4,572 
                                                              -------- 
                                                               300,756 
Shareholder's Equity                                                   
  Common stock, par value $1 a share........................       -0- 
  Additional paid-in capital................................    64,844 
  Retained earnings.........................................    81,928 
  Accumulated other comprehensive earnings (loss)...........    (1,333)
                                                              -------- 
                                                               145,439 
                                                              -------- 
                                                              $565,281 
                                                              ======== 

See notes to consolidated financial statements.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) 

(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                                                              THREE MONTHS ENDED 
                                                                  MARCH 31,      
                                                             --------------------
                                                               1998        1999  
                                                             --------    --------
                                                                                 
Net sales................................................... $136,503    $171,403
Cost of products sold.......................................  113,171     140,436
                                                             --------    --------
  Gross profit..............................................   23,332      30,967
Selling, general and administrative expenses................   14,137      17,952
                                                             --------    --------
  Operating income..........................................    9,195      13,015
Interest expense............................................    4,152       5,378
                                                             --------    --------
  Income before income taxes................................    5,043       7,637
Income taxes................................................    2,169       3,289
                                                             --------    --------
  Net income................................................ $  2,874    $  4,348
                                                             ========    ========

See notes to consolidated financial statements.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY (UNAUDITED)

(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                        ACCUMULATED           
                                                                           OTHER              
                                                 ADDITIONAL            COMPREHENSIVE          
                                         COMMON   PAID-IN    RETAINED    EARNINGS             
                                         STOCK    CAPITAL    EARNINGS     (LOSS)       TOTAL  
                                         ------  ----------  --------  -------------  --------
                                                                                              
Balance January 1, 1999................. $ -0-    $64,844    $77,580      $(1,582)    $140,842
Comprehensive income:                                                                         
  Net income............................                       4,348                     4,348
  Foreign currency translation                                                                
     adjustment.........................                                      249          249
                                                                                      --------
     Comprehensive income...............                                                 4,597
                                         -----    -------    -------      -------     --------
Balance March 31, 1999.................. $ -0-    $64,844    $81,928      $(1,333)    $145,439
                                         =====    =======    =======      =======     ========

See notes to consolidated financial statements.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 

(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                                                              THREE MONTHS ENDED  
                                                                  MARCH 31,       
                                                             -------------------- 
                                                               1998        1999   
                                                             --------    -------- 
                                                                                  
OPERATING ACTIVITIES                                                              
  Net income................................................ $  2,874    $  4,348 
  Adjustments to reconcile net income to net cash provided                        
     (used) by operating activities:                                              
       Depreciation and amortization........................    3,731       4,984 
                                                             --------    -------- 
                                                                6,605       9,332 
Changes in operating assets and liabilities excluding                             
  acquisitions of businesses:                                                     
  Accounts receivable.......................................   (9,348)      2,002 
  Inventories and other current assets......................  (17,148)     (8,737)
  Accounts payable and accrued expenses.....................   10,249      11,066 
  Other.....................................................   (2,296)     (2,737)
                                                             --------    -------- 
     Net Cash Provided (Used) by Operating Activities.......  (11,938)     10,926 
INVESTING ACTIVITIES                                                              
  Purchases of property, plant and equipment, net...........   (6,254)     (6,304)
  Costs of acquisitions, net of cash acquired...............      -0-     (29,146)
  Purchase of investments...................................     (101)       (446)
                                                             --------    -------- 
     Net Cash (Used) by Investing Activities................   (6,355)    (35,896)
FINANCING ACTIVITIES                                                              
  Proceeds from bank arrangements for acquisitions..........      -0-      29,000 
  Proceeds from bank arrangements for operations............   17,500         -0- 
  Payments on debt..........................................      (74)     (3,868)
  Purchase of treasury stock................................     (237)        -0- 
  Issuance of common stock under stock option plan..........       73         -0- 
                                                             --------    -------- 
     Net Cash Provided by Financing Activities..............   17,262      25,132 
                                                             --------    -------- 
     Increase (Decrease) in Cash and Cash Equivalents.......   (1,031)        162 
     Cash and Cash Equivalents at Beginning of Period.......    1,814       4,320 
                                                             --------    -------- 
     Cash and Cash Equivalents at End of Period............. $    783    $  4,482 
                                                             ========    ======== 

See notes to consolidated financial statements.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 1999
(DOLLARS IN THOUSANDS)

NOTE A -- BASIS OF PRESENTATION                                                 

 The consolidated financial statements include the accounts of Park-Ohio
Industries, Inc. and its subsidiaries ("Park-Ohio," "the Company"). Park-Ohio is
a wholly-owned subsidiary of Park-Ohio Holdings Corp. as of June 10, 1998. All  
significant intercompany transactions have been eliminated in consolidation.    

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of  
Regulation S-X. Accordingly, they do not include all of the information and     
footnotes required by generally accepted accounting principles for complete     
financial statements. In the opinion of management, all adjustments (consisting 
of normal recurring accruals) considered necessary for a fair presentation have 
been included. Operating results for the three month period ended March 31, 1999
are not necessarily indicative of the results that may be expected for the year 
ending December 31, 1999. For further information, refer to the consolidated    
financial statements and footnotes thereto included in the Company's Annual     
Report on Form 10-K for the year ended December 31, 1998.                       

NOTE B -- ACQUISITIONS AND DISPOSITION                                          

During April 1998, the Company completed the acquisition of Direct    
Fasteners Limited ("Direct") located in Ontario, Canada. The transaction was    
accounted for as a purchase. Direct is a distributor of fasteners. The aggregate
purchase price and the results of operations of Direct prior to the date of     
acquisition were not material to the Company.                                   

During September 1998, the Company completed the sale of the assets of
Friendly and Safe Packaging Systems, Inc. to Kerr Group. The transaction had an 
immaterial effect on the consolidated results of operation and financial        
position of the Company.                                                        

During October 1998, the Company acquired all of the shares of GIS    
Industries, Inc. ("Gateway"). The transaction has been accounted for as a       
purchase. Gateway is a distributor of fasteners and a manufacturer of fabricated
metal products and fasteners. The aggregate purchase price and the results of   
operations of Gateway prior to the date of acquisition were not material to the 
Company.                                                                        

During 1999, the Company acquired all of the shares of The Metalloy   
Corporation ("Metalloy") and substantially all of the assets of St. Louis Screw 
and Bolt ("St. Louis Screw") and PMC Industries, Inc. ("PMC") for cash. Metalloy
is a full service aluminum casting and machining company. St. Louis Screw is a  
manufacturer of bolts and PMC provides capital equipment and associated parts   
for the oil drilling industry. Each of these transactions has been accounted for
as a purchase. The purchase price and the results of operations of Metalloy and 
the two other businesses prior to the date of acquisition were not material to  
the Company.                                                                    

NOTE C -- INVENTORIES                                                           

The components of inventory consist of the following:                 

                                                                [Download Table]

                                                                MARCH 31,
                                                                  1999   
                                                                ---------
                                                                         
In process and finished goods...............................    $135,709 
Raw materials and supplies..................................      32,363 
                                                                -------- 
                                                                $168,072 
                                                                ======== 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED) 

NOTE D -- CORPORATE REORGANIZATION                                              

  At the 1998 Annual Meeting of Shareholders of Park-Ohio Industries, Inc.
("Park-Ohio") held on May 28, 1998, the shareholders of Park-Ohio approved an   
agreement of Merger ("Merger Agreement") dated February 20, 1998 by and among   
Park-Ohio, PKOH Holding Corp. ("Holdings") and PKOH Merger Corp. ("Merger       
Corp.") providing for a reorganization of Park-Ohio into a holding company form 
of ownership with Holdings as its sole parent. On June 10, 1998, Holdings       
amended and restated its articles of incorporation to increase its authorized   
shares from 100 shares of common stock, $1.00 par value per share, to 40,000,000
shares of common stock and 632,470 shares of preferred stock, all $1.00 par     
value per share, and changed its name from PKOH Holding Corp. to Park-Ohio      
Holdings Corp. Effective as of the close of business on June 15, 1998, Merger   
Corp. was merged with and into Park-Ohio upon the terms and conditions of the   
Merger Agreement. At the effective time of the Merger, (i) all of the shares of 
Park-Ohio's common stock issued and outstanding immediately prior to the Merger 
were converted into an equal number of shares of Holdings' common stock (on a   
share-for-share basis), (ii) all of the shares of Merger Corp.'s common stock   
issued and outstanding immediately prior to the Merger were converted into 100  
shares of Park-Ohio's common stock and (iii) all of the shares of Holdings'     
common stock issued and outstanding immediately prior to the Merger were        
canceled.                                                                       

     Prior to the Merger, there was no public market for Holdings' common stock,
and Park-Ohio's common stock was listed for trading on the NASDAQ National      
Market under the symbol "PKOH". Upon the opening of the market after the        
effective time of the Merger: (i) Holdings' common stock was registered under   
Section 12 (g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and was listed for trading on the NASDAQ National Market under the symbol
"PKOH"; (ii) Park-Ohio common stock was simultaneously delisted from the NASDAQ 
National Market and ceased to be registered under Section 12 (g) of the Exchange
Act; and (iii) Holdings assumed Park-Ohio's reporting obligations under the     
Exchange Act.                                                                   

NOTE E -- ACCOUNTING PRONOUNCEMENTS                                             

In March 1998, the American Institute of Certified Public Accountants 
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use". The SOP requires     
companies to capitalize qualifying computer software costs incurred during the  
application development stage. This statement is applied prospectively and is   
effective for financial statements for fiscal years beginning after December 15,
1998. The Company adopted the SOP in the first quarter of 1999. The impact of   
this new standard did not have a significant effect on the Company's financial  
position or results of operations.                                              

In April 1998, the AICPA issued SOP 98-5, "Accounting for the Costs of
Start-up Activities". The SOP requires that costs of start-up activities be     
expensed as incurred. The SOP is effective for fiscal years beginning after     
December 15, 1998. The Company adopted the SOP in the first quarter of 1999. The
impact of adoption of the SOP on the Company's financial position, results of   
operations or cash flows was immaterial.                                        

The Financial Accounting Standards Board's Statement of Financial     
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998. Statement 133 requires derivatives to be   
recorded on the balance sheet at fair value and establishes accounting for three
different types of hedges: hedges of changes in fair value of assets,           
liabilities, or firm commitments; hedges of the variable cash flows of          
forecasted transactions; and hedges of foreign currency exposures of net        
investments in foreign operations. Statement 133 is effective for years         
beginning after June 15, 1999 and is not expected to have a significant impact  
on the Company's financial position or results of operations.                   

NOTE F -- SEGMENTS                                                              

During the first quarter of 1999 the Company, upon completion of the  
acquisition of Metalloy, a full service aluminum casting and machining company, 
redefined its operating segments. The Company retained its                      

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED) 

Integrated Logistics ("ILS") segment and further segregated its former          
Manufactured Products segment into an Aluminum Products segment and a           
Manufactured Products segment. ILS is a leading national supplier of fasteners  
(e.g. nuts, bolts and screws) and other industrial products to original         
equipment manufacturers, other manufacturers and distributors. In connection    
with the supply of such industrial products, ILS provides a variety of          
value-added, cost-effective procurement solutions. Aluminum Products            
manufactures cast aluminum critical components primarily for automotive original
equipment manufacturers. In addition, Aluminum Products also provides           
value-added services such as design and engineering, machining and assembly.    
Manufactured Products is a diverse group of manufacturing businesses that design
and manufacture a broad range of high quality products for specific customer    
applications.                                                                   

Results by Business Segment were as follows:                          

                                                                [Download Table]

                                                              THREE MONTHS ENDED  
                                                                  MARCH 31,       
                                                             -------------------- 
                                                               1998        1999   
                                                             --------    -------- 
                                                                                  
Net sales, including intersegment sales:                                          
  ILS....................................................... $ 91,794    $106,412 
  Aluminum products.........................................    9,904      31,619 
  Manufactured products.....................................   34,805      33,372 
                                                             --------    -------- 
                                                             $136,503    $171,403 
                                                             ========    ======== 
Income before income taxes:                                                       
  ILS....................................................... $  7,920    $ 10,965 
  Aluminum products.........................................      633       2,971 
  Manufactured products.....................................    2,087         972 
                                                             --------    -------- 
                                                               10,640      14,908 
Amortization of excess purchase price over net assets                             
acquired....................................................     (381)       (814)
  Corporate costs...........................................   (1,064)     (1,079)
  Interest expense..........................................   (4,152)     (5,378)
                                                             --------    -------- 
                                                             $  5,043    $  7,637 
                                                             ========    ======== 

Identifiable assets were as follows:                                  

                                                                [Download Table]

                                                           DECEMBER 31,  MARCH 31,
                                                               1998        1999   
                                                           ------------  ---------
                                                                                  
ILS.......................................................   $288,713    $307,369 
Aluminum products.........................................     40,063      96,118 
Manufactured products.....................................    147,009     155,496 
General corporate.........................................     13,769       6,298 
                                                             --------    -------- 
                                                             $489,554    $565,281 
                                                             ========    ======== 

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REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 

Board of Directors and Shareholder                                              
Park-Ohio Industries, Inc.                                                      

   We have audited the accompanying consolidated balance sheets of Park-Ohio
Industries, Inc. and subsidiaries (a wholly-owned subsidiary of Park-Ohio       
Holdings Corp.) as of December 31, 1997 and 1998, and the related consolidated  
statements of income, shareholder's equity and cash flows for each of the three 
years in the period ended December 31, 1998. These financial statements are the 
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Park-Ohio      
Industries, Inc. and subsidiaries at December 31, 1997 and 1998 and the         
consolidated results of their operations and their cash flows for each of the   
three years in the period ended December 31, 1998 in conformity with generally  
accepted accounting principles.                                                 

                         /s/ ERNST & YOUNG LLP

Cleveland, Ohio                                                                 
February 15, 1999                                                               

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS 

                                                                [Download Table]

                                                                   DECEMBER 31,     
                                                              ----------------------
                                                                1997         1998   
                                                              ---------    ---------
                                                              (DOLLARS IN THOUSANDS)
                                                                                    
                                       ASSETS                                       
Current Assets                                                                      
  Cash and cash equivalents.................................  $  1,814     $  4,320 
  Accounts receivable, less allowances for doubtful accounts                        
     of $2,060 in 1997 and $2,803 in 1998...................    86,787       95,718 
  Inventories...............................................   129,512      150,052 
  Deferred tax assets.......................................     3,240        2,232 
  Other current assets......................................     5,075        5,468 
                                                              --------     -------- 
          Total Current Assets..............................   226,428      257,790 
Property, Plant and Equipment                                                       
  Land and land improvements................................     4,126        4,460 
  Buildings.................................................    24,782       25,912 
  Machinery and equipment...................................   103,956      130,253 
                                                              --------     -------- 
                                                               132,864      160,625 
  Less accumulated depreciation.............................    59,795       70,468 
                                                              --------     -------- 
                                                                73,069       90,157 
Other Assets                                                                        
  Excess purchase price over net assets acquired, net of                            
     accumulated amortization of $5,749 in 1997 and $8,105                          
     in 1998................................................    68,996       99,351 
  Deferred taxes............................................    12,960        8,900 
  Other.....................................................    31,656       33,356 
                                                              --------     -------- 
                                                              $413,109     $489,554 
                                                              ========     ======== 
                        LIABILITIES AND SHAREHOLDER'S EQUITY                        
Current Liabilities                                                                 
  Trade accounts payable....................................  $ 49,470     $ 46,755 
  Accrued expenses..........................................    28,291       32,076 
  Current portion of long-term liabilities..................     2,223        2,372 
                                                              --------     -------- 
          Total Current Liabilities.........................    79,984       81,203 
  Long-Term Liabilities, less current portion                                       
  Long-term debt............................................   172,283      237,483 
  Other postretirement benefits.............................    27,537       26,286 
  Other.....................................................     4,295        3,740 
                                                              --------     -------- 
                                                               204,115      267,509 
Shareholder's Equity                                                                
  Common stock; par value $1 a share........................    10,960          -0- 
  Additional paid-in capital................................    53,476       64,844 
  Retained earnings.........................................    67,486       77,580 
  Treasury stock, at cost...................................    (2,087)         -0- 
  Accumulated other comprehensive earnings (loss)...........      (825)      (1,582)
                                                              --------     -------- 
                                                               129,010      140,842 
                                                              --------     -------- 
                                                              $413,109     $489,554 
                                                              ========     ======== 

See notes to consolidated financial statements.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF INCOME 

                                                        [Enlarge/Download Table]

                                                                YEAR ENDED DECEMBER 31,     
                                                            --------------------------------
                                                              1996        1997        1998  
                                                            --------    --------    --------
                                                                 (DOLLARS IN THOUSANDS)     
                                                                                            
Net sales.................................................. $347,679    $441,110    $551,793
Cost of products sold......................................  289,400     368,734     455,167
                                                            --------    --------    --------
  Gross profit.............................................   58,279      72,376      96,626
Selling, general and administrative expenses...............   38,131      44,396      56,318
Restructuring charge.......................................    2,652         -0-         -0-
                                                            --------    --------    --------
  Operating income.........................................   17,496      27,980      40,308
Other income...............................................   (4,204)       (320)        -0-
Interest expense...........................................    6,947       9,101      17,488
                                                            --------    --------    --------
  Income from continuing operations before income taxes....   14,753      19,199      22,820
Income taxes...............................................    5,060       7,903       9,726
                                                            --------    --------    --------
  Income from continuing operations before extraordinary                                    
     charge................................................    9,693      11,296      13,094
Extraordinary charge for early retirement of debt, net of                                   
  tax benefit of $928......................................      -0-      (1,513)        -0-
Income from discontinued operations, net of tax............   11,642         -0-         -0-
                                                            --------    --------    --------
Net income................................................. $ 21,335    $  9,783    $ 13,094
                                                            ========    ========    ========

See notes to consolidated financial statements.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY 

                                                        [Enlarge/Download Table]

                                                                                       ACCUMULATED            
                                                                                          OTHER               
                                                  ADDITIONAL                          COMPREHENSIVE           
                                        COMMON     PAID-IN    RETAINED    TREASURY      EARNINGS              
                                         STOCK     CAPITAL    EARNINGS     STOCK         (LOSS)       TOTAL   
                                        -------   ----------  --------    --------    -------------  -------- 
                                                               (DOLLARS IN THOUSANDS)                         
                                                                                                              
Balance at January 1, 1996............. $10,402    $49,184    $36,368     $  --0-        $  (412)    $ 95,542 
Comprehensive income:                                                                                         
  Net income...........................                        21,335                                  21,335 
Foreign currency translation                                                                                  
  adjustment...........................                                                     (217)        (217)
  Comprehensive income.................                                                                21,118 
Exercise of stock options..............      31        153                                                184 
Purchase of treasury stock.............                                    (1,775)                     (1,775)
                                        -------    -------    -------     -------        -------     -------- 
Balance at December 31, 1996...........  10,433     49,337     57,703      (1,775)          (629)     115,069 
Comprehensive income:                                                                                         
  Net income...........................                         9,783                                   9,783 
  Foreign currency translation                                                                                
    adjustment.........................                                                     (196)        (196)
                                                                                                     -------- 
Comprehensive income...................                                                                 9,587 
Issuance of General Aluminum Mfg.                                                                             
  Company earn-out shares..............     375      3,600                                              3,975 
Exercise of stock options..............     152        539                  2,673                       3,364 
Purchase of treasury stock.............                                    (2,985)                     (2,985)
                                        -------    -------    -------     -------        -------     -------- 
Balance at December 31, 1997...........  10,960     53,476     67,486      (2,087)          (825)     129,010 
Comprehensive income:                                                                                         
Net income.............................                        13,094                                  13,094 
Foreign currency translation                                                                                  
  adjustment...........................                                                     (757)        (757)
Comprehensive income...................                                                                12,337 
Issuance of General Aluminum Mfg.                                                                             
  Company earn-out shares..............     188      2,306                                              2,494 
Exercise of stock options..............                (18)                   257                         239 
Purchase of treasury stock.............                                      (238)                       (238)
Corporate reorganization............... (11,148)     9,080                  2,068                         -0- 
Dividends paid.........................                        (3,000)                                 (3,000)
                                        -------    -------    -------     -------        -------     -------- 
Balance at December 31, 1998........... $   -0-    $64,844    $77,580     $   -0-        $(1,582)    $140,842 
                                        =======    =======    =======     =======        =======     ======== 

See notes to consolidated financial statements.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                                 YEAR ENDED DECEMBER 31,     
                                                             ------------------------------- 
                                                              1996        1997        1998   
                                                             -------    ---------    ------- 
                                                                 (DOLLARS IN THOUSANDS)      
                                                                                             
OPERATING ACTIVITIES                                                                         
  Net Income................................................ $21,335    $   9,783    $13,094 
  Adjustments to reconcile net income to net cash provided                                   
     (used) by continuing operations:                                                        
       Extraordinary charge.................................     -0-        1,513        -0- 
       Discontinued operations.............................. (11,642)         -0-        -0- 
       Gain on sale of investments..........................  (1,552)        (320)       -0- 
       Depreciation and amortization........................   7,998       10,365     12,753 
       Deferred income taxes................................   4,310        5,686      6,659 
                                                             -------    ---------    ------- 
                                                              20,449       27,027     32,506 
  Changes in operating assets and liabilities excluding                                      
     acquisitions of businesses:                                                             
       Accounts receivable..................................  (3,643)     (14,008)    (2,312)
       Inventories..........................................  (3,056)     (21,021)   (10,404)
       Accounts payable and accrued expenses................  (1,214)       5,623     (7,465)
       Other................................................  (6,850)      (7,660)    (8,193)
                                                             -------    ---------    ------- 
       Net Cash Provided (Used) by                                                           
          Continuing Operations.............................   5,686      (10,039)     4,132 
       Net Cash Provided by Discontinued Operations.........   2,040          -0-        -0- 
                                                             -------    ---------    ------- 
       Net Cash Provided (Used) by                                                           
          Operating Activities..............................   7,726      (10,039)     4,132 
INVESTING ACTIVITIES                                                                         
  Purchases of property, plant and equipment, net........... (15,590)     (15,947)   (22,681)
  Costs of acquisitions, net of cash acquired...............     -0-      (60,389)   (40,175)
  Purchase of investments...................................  (5,427)      (1,432)      (101)
  Proceeds from sales of investments........................   6,315          551        -0- 
  Proceeds from sale of discontinued operations, net of                                      
     $4,500 of income taxes.................................  46,313          -0-        -0- 
                                                             -------    ---------    ------- 
     Net Cash Provided (Used) by                                                             
       Investing Activities.................................  31,611      (77,217)   (62,957)
FINANCING ACTIVITIES                                                                         
  Proceeds from bank arrangements...........................   9,500      106,500     66,000 
  Payments on long-term debt................................ (45,249)    (166,657)    (1,670)
  Issuance of 9.25% senior notes, net of deferred financing                                  
     costs..................................................     -0-      145,604        -0- 
  Cash paid to retire subordinated debentures...............     -0-       (1,245)       -0- 
  Dividends paid............................................     -0-          -0-     (3,000)
  Issuance of common stock under stock option plan..........     184        3,194        239 
  Purchase of treasury stock................................  (1,775)      (2,985)      (238)
                                                             -------    ---------    ------- 
       Net Cash Provided (Used) by                                                           
          Financing Activities.............................. (37,340)      84,411     61,331 
       Increase (decrease) in Cash and Cash Equivalents.....   1,997       (2,845)     2,506 
       Cash and Cash Equivalents at Beginning of Year.......   2,662        4,659      1,814 
                                                             -------    ---------    ------- 
       Cash and Cash Equivalents at End of Year............. $ 4,659    $   1,814    $ 4,320 
                                                             =======    =========    ======= 
  Taxes paid................................................ $ 6,925    $   1,215    $ 2,326 
  Interest paid.............................................   8,321        7,713     16,272 

See notes to consolidated financial statements.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            

   Consolidation: Park-Ohio Industries, Inc. is a wholly-owned subsidiary of
Park-Ohio Holdings Corp. The consolidated financial statements include the      
accounts of the Company and all of its subsidiaries. All significant            
intercompany accounts and transactions have been eliminated upon consolidation. 

     Accounting Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make       
estimates and assumptions that affect the reported amounts of assets and        
liabilities and disclosure of contingent assets and liabilities at the date of  
the financial statements and the reported amounts of revenues and expenses      
during the reporting period. Actual results could differ from those estimates.  

    Cash Equivalents: The Company considers all highly liquid investments with
a maturity of three months or less when purchased to be cash equivalents.       

   Inventories: Inventories are stated at the lower of cost (principally the
first-in, first-out method) or market value. If the first-in, first-out method  
of inventory accounting had been used exclusively by the Company, inventories   
would have been approximately $4,895 and $4,869 higher than reported at December
31, 1997 and 1998, respectively.                                                

MAJOR CLASSES OF INVENTORIES                                                    

                                                                [Download Table]

                                                                 DECEMBER 31,    
                                                             --------------------
                                                               1997        1998  
                                                               ----        ----  
                                                                                 
In-process and finished goods............................... $100,283    $124,783
Raw materials and supplies..................................   29,229      25,269
                                                             --------    --------
                                                             $129,512    $150,052
                                                             ========    ========

     Property, Plant and Equipment: Property, plant and equipment are carried at
cost. Major additions and associated interest costs are capitalized and         
betterments are charged to accumulated depreciation; expenditures for repairs   
and maintenance are charged to operations. Depreciation of fixed assets is      
computed principally by the straight-line method based on the estimated useful  
lives of the assets. Interest capitalized in 1996 and 1997 was immaterial. The  
Company capitalized interest of $1.0 million in 1998.                           

Excess Purchase Price Over Net Assets Acquired: The Company records   
amortization of excess purchase price over the fair value of net assets acquired
(see Note C) over periods from twenty-five to forty years using the             
straight-line method. Management periodically evaluates for possible impairment 
the current value of these intangibles through cash flow and income analyses of 
the acquired businesses as required by Financial Accounting Standards Board's   
Statement of Financial Accounting Standards No. 121, "Accounting for the        
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"    
which established accounting standards for determining the impairment of        
long-lived assets to be held and used, certain identifiable intangibles, and    
goodwill related to those assets and for long-lived assets and certain          
identifiable intangibles to be disposed of.                                     

Pensions and Other Postretirement Benefits: The Company and its       
subsidiaries have pension plans, principally noncontributory defined benefit or 
noncontributory defined contribution plans, covering substantially all          
employees. The Company has two non-pension and postretirement benefit plans. For
the defined benefit plans, benefits are based on the employee's years of service
and the Company's policy is to fund that amount recommended by its independent  
actuaries. For the defined contribution plans, the costs charged to operations  
and the amount funded are based upon a percentage of the covered employees'     
compensation.                                                                   

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

Stock-Based Compensation: The Company has elected to account for      
stock-based compensation using the intrinsic value method prescribed in         
Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to      
Employees" ("APB 25"), and related interpretations. Under APB 25, because the   
exercise price of the Company's employee stock options equals the market price  
of the underlying stock on the date of grant, no compensation expense is        
recognized.                                                                     

 Income Taxes: The Company accounts for income taxes under the liability
method whereby deferred tax assets and liabilities are determined based on      
temporary differences between the financial reporting and the tax bases of      
assets and liabilities and are measured using the current enacted tax rates.    

Revenue Recognition: For the majority of its operations, the Company  
recognizes revenues upon shipment of its product. Revenues on long-term         
contracts are recognized using the percentage of completion method of           
accounting, under which the sales value of performance is recognized on the     
basis of the percentage each contract's cost to date bears to the total         
estimated cost. The recognition of profit, based upon anticipated final costs,  
is made only after evaluation of the contract status at critical milestones. The
Company's contracts generally provide for billing to customers at various points
prior to contract completion. Revenues earned on contracts in process in excess 
of billings are classified in other current assets in the accompanying balance  
sheet.                                                                          

    Environmental: The Company accrues environmental costs related to existing
conditions resulting from past or current operations and from which no current  
or future benefit is discernible. Costs which extend the life of the related    
property or mitigate or prevent future environmental contamination are          
capitalized. The Company records a liability when environmental assessments     
and/or remedial efforts are probable and can be reasonably estimated. The       
estimated liability of the Company is not discounted or reduced for possible    
recoveries from insurance carriers.                                             

   Concentration of Credit Risk: The Company sells its products to customers
in diversified industries. The Company performs ongoing credit evaluations of   
its customers' financial condition but does not require collateral to support   
customer receivables. The Company establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends and other information. As of December 31, 1998 the Company had           
uncollateralized receivables with six customers in the automotive and truck     
industry each with several locations approximating $25,995 which represents 27% 
of the Company's trade accounts receivable. During 1998, sales to these         
customers amounted to approximately $135,241 which represents 25% of the        
Company's net sales.                                                            

  Impact of Recently Issued Accounting Standards: The Company adopted FASB
Statement No. 130 "Reporting Comprehensive Income", at the beginning of 1998.   
Statement 130 establishes standards for the reporting and display of            
comprehensive earnings and its components in financial statements; however, the 
adoption of this statement had no impact on the Company's net earnings.         
Statement 130 requires foreign currency translation adjustments, which prior to 
adoption were immaterial and included in accrued expenses, to be included in    
other comprehensive earnings. Prior year financial statements have been         
reclassified to conform to the requirements of Statement 130.                   

     The FASB has issued two accounting pronouncements which the Company adopted
in the fourth quarter of 1998. FASB Statement No. 131 "Disclosures about        
Segments of an Enterprise and Related Information" and FASB Statement No. 132   
"Employers' Disclosures about Pensions and Other Post Retirement Benefits -- an 
amendment of FASB Statements No. 87, 88 and 106" both expand or modify          
disclosures and accordingly, have no impact on the Company's financial position,
results of operations or cash flows.                                            

In March 1998, the American Institute of Certified Public Accountants 
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Costs  
of Computer Software Developed or Obtained for Internal                         

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

Use". The SOP requires companies to capitalize qualifying computer software     
costs incurred during the application development stage. The statement will be  
applied prospectively and is effective for financial statements for fiscal years
beginning after December 15, 1998. This new standard is not expected to have a  
significant effect on the Company's financial position or results of operations.

In April 1998, the AICPA issued SOP 98-5, "Accounting for the Costs of
Start-up Activities". The SOP requires that costs of start-up activities be     
expensed as incurred. The SOP is effective for fiscal years beginning after     
December 15, 1998. The Company expects to adopt the SOP in the first quarter of 
1999. The impact of adoption of the SOP on the Company's financial position,    
results of operations or cash flows is expected to be immaterial.               

    FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998. Statement 133 requires derivatives to be   
recorded on the balance sheet at fair value and establishes accounting for three
different types of hedges: hedges of changes in fair value of assets,           
liabilities, or firm commitments; hedges of the variable cash flows of          
forecasted transactions; and hedges of foreign currency exposures of net        
investments in foreign operations. Statement 133 is effective for years         
beginning after June 15, 1999 and is not expected to have a significant impact  
on the Company's financial position or results of operations.                   

Reclassification: Certain amounts in the prior period's financial     
statements have been reclassified to be consistent with the current             
presentation.                                                                   

NOTE B -- CORPORATE REORGANIZATION                                              

  At the 1998 Annual Meeting of Shareholders of Park-Ohio Industries, Inc.
("Park-Ohio") held on May 28, 1998, the shareholders of Park-Ohio approved an   
agreement of Merger ("Merger Agreement") dated February 20, 1998 by and among   
Park-Ohio, PKOH Holdings Corp. ("Holdings") and PKOH Merger Corp. ("Merger      
Corp.") providing for a reorganization of Park-Ohio into a holding company form 
of ownership with Holdings as its sole parent. On June 10, 1998, Holdings       
amended and restated its articles of incorporation to increase its authorized   
shares from 100 shares of common stock, $1.00 par value per share, to 40,000,000
shares of common stock and 632,470 shares of preferred stock, all $1.00 par     
value per share, and changed its name from PKOH Holding Corp. to Park-Ohio      
Holdings Corp. Effective as of the close of business on June 15, 1998, Merger   
Corp. was merged with and into Park-Ohio upon the terms and conditions of the   
Merger Agreement. At the effective time of the Merger, (i) all of the shares of 
Park-Ohio's common stock issued and outstanding immediately prior to the Merger 
were converted into an equal number of shares of Holding's common stock (on a   
share-for-share basis), (ii) all of the shares of Merger Corp.'s common stock   
issued and outstanding immediately prior to the Merger were converted into 100  
shares of Park-Ohio's common stock and (iii) all of the shares of Holdings'     
common stock issued and outstanding immediately prior to the Merger were        
canceled.                                                                       

     Prior to the Merger, there was no public market for Holdings' common stock,
and Park-Ohio's common stock was listed for trading on the NASDAQ National      
Market under the symbol "PKOH". Upon the opening of the market after the        
effective time of the Merger: (i) Holdings' common stock was registered under   
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), and was listed for trading on the NASDAQ National Market under the symbol
"PKOH"; (ii) Park-Ohio common stock was simultaneously delisted from the NASDAQ 
National Market and ceased to be registered under Section 12(g) of the Exchange 
Act; and (iii) Holdings assumed Park-Ohio's reporting obligations under the     
Exchange Act.                                                                   

NOTE C -- ACQUISITIONS                                                          

The Company completed two acquisitions for cash of approximately $40.2
million in 1998. In April 1998, the Company acquired all of the shares of Direct
Fasteners Limited ("Direct") a distributor of fasteners located in              

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

Ontario, Canada. In October 1998, the Company acquired all of the shares of GIS 
Industries, Inc. ("Gateway"), a distributor of fasteners and other industrial   
products and a manufacturer of metal products and fasteners. Both Direct and    
Gateway are included in the Company's Integrated Logistics ("ILS") segment. Each
of the transactions were accounted for as a purchase. The aggregate purchase    
price and the results of operations of both Direct and Gateway prior to the date
of acquisition were not material to the Company.                                

 In January 1999, the Company acquired all of the shares of The Metalloy
Corporation ("Metalloy") for cash. Metalloy is a full service aluminum casting  
and machining company and will be included in the Company's Manufactured        
Products segment. The transaction will be accounted for as a purchase. The      
purchase price and the results of operations of Metalloy prior to the date of   
acquisition were not material to the Company.                                   

    On August 1, 1997, the Company acquired substantially all of the shares of
Arden Industrial Products, Inc. ("Arden") for cash of approximately $44 million.
The transaction has been accounted for as a purchase. Arden is a national       
distributor of specialty and standard fasteners to the industrial market. Arden 
is included in the Company's ILS segment.                                       

The following is the estimated value of the net assets of Arden as of 
August 1, 1997:                                                                 

                                                                [Download Table]
                                                                        
Cash........................................................    $ 2,711 
Accounts receivable.........................................     11,503 
Inventories.................................................     17,764 
Property, plant and equipment...............................      4,468 
Excess purchase price over net assets acquired..............     19,599 
Other assets................................................      6,680 
Trade accounts payable......................................     (6,437)
Accrued expenses............................................     (5,930)
Long-term liabilities.......................................     (6,358)
                                                                ------- 
Total estimated cost of acquisition.........................    $44,000 
                                                                ======= 

  During the year ended December 31, 1997, the Company acquired four other
businesses for an aggregate purchase price of approximately $18.6 million. Each 
of these transactions was accounted for as a purchase, resulting in excess      
purchase price over net assets acquired of $8.6 million. The following unaudited
pro forma results of operations assume the acquisitions of Arden and the other  
businesses discussed above occurred on January 1, 1996. These pro forma results 
have been prepared for comparative purposes only and do not purport to be       
indicative of the results of operations which actually would have resulted had  
the acquisition occurred on the date indicated, or which may result in the      
future.                                                                         

                                                                [Download Table]

                                                                  YEAR ENDED     
                                                             --------------------
                                                               1996        1997  
                                                               ----        ----  
                                                                                 
Net sales................................................... $476,693    $508,724
Gross profit................................................   98,190      93,547
Income from continuing operations...........................    8,777      12,454

 On October 15, 1993, the Company acquired General Aluminum Mfg. Company
(GAMCO), by issuing 250,000 shares of its common stock valued at $3,127 in      
exchange for the outstanding shares of GAMCO. An additional 187,500 shares of   
common stock valued at $1,931, were issued in March, 1995; an additional 375,000
shares of common stock valued at $3,975 were issued in January, 1997; an        
additional 187,500 shares of common                                             

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

stock valued at $2,494, representing the final earn-out shares to be issued     
under the GAMCO purchase agreement, were issued in 1998. The additional $8,400  
represents purchase price in excess of net assets acquired.                     

NOTE D -- DISPOSITIONS                                                          

  On July 31, 1996, the Company completed the sale of substantially all of
the assets of Bennett Industries, Inc. ("Bennett"), a wholly-owned subsidiary   
which manufactures plastic containers, to North America Packaging Corporation, a
wholly-owned subsidiary of Southcorp Holdings Limited, an Australian company,   
for $50.8 million in cash, resulting in a pre-tax gain of $13.8 million. The    
results of operations and changes in cash flows for Bennett have been classified
as discontinued operations for all periods presented in the related consolidated
statements of income and consolidated statements of cash flows, respectively.   
Interest expense has been allocated to discontinued operations based on the     
ratio of net assets discontinued to the total net assets of the consolidated    
entity plus consolidated debt.                                                  

 Summary operating results of the discontinued operations, excluding the
above gain on sale, for the year ended December 31, 1996 were as follows:       

                                                                [Download Table]

                                                                YEAR ENDED    
                                                             DECEMBER 31, 1996
                                                             -----------------
                                                                              
Sales.......................................................      $49,448     
Costs and expenses..........................................       44,502     
Income from discontinued operations before income taxes.....        4,946     
Income taxes................................................        1,820     
                                                                  -------     
Net income from discontinued operations.....................      $ 3,126     
                                                                  =======     

During September, 1998 the Company completed the sale of the assets of
Friendly and Safe Packaging Systems, Inc. to Kerr Group. The transaction had an 
immaterial effect on the consolidated results of operations and financial       
position of the Company.                                                        

NOTE E -- ACCRUED EXPENSES                                                      

Accrued expenses include the following:                               

                                                                [Download Table]

                                                                 DECEMBER 31,   
                                                              ------------------
                                                               1997       1998  
                                                               ----       ----  
                                                                                
Self-insured liabilities....................................  $ 2,827    $ 2,911
Warranty and installation accruals..........................    3,401      3,156
Accrued payroll and payroll-related items...................    4,820      2,586
State and local taxes.......................................    2,324      2,101
Advance billings............................................    2,215      2,229
Acquisition liabilities.....................................    1,906      5,930
Interest payable............................................    1,498      1,695
Sundry......................................................    9,300     11,468
                                                              -------    -------
     Totals.................................................  $28,291    $32,076
                                                              =======    =======

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

NOTE F -- FINANCING ARRANGEMENTS                                                

Long-term debt consists of the following:                             

                                                                [Download Table]

                                                                 DECEMBER 31,    
                                                             --------------------
                                                               1997        1998  
                                                               ----        ----  
                                                                                 
9.25% Senior Subordinated Notes due 2007.................... $150,000    $150,000
Revolving credit maturing on April 30, 2001.................   20,000      86,000
Other.......................................................    2,755       2,105
                                                             --------    --------
                                                              172,755     238,105
Less current maturities.....................................      472         622
                                                             --------    --------
     Total.................................................. $172,283    $237,483
                                                             ========    ========

    During 1998 Park-Ohio entered a new credit agreement with a group of banks
under which it may borrow up to $150 million on an unsecured basis. Interest is 
payable quarterly at the prime lending rate less 1% to .3% (6.75% at December   
31, 1998) or at Park-Ohio's election at LIBOR plus .9% to 1.7% (which aggregated
6.5% at December 31, 1998). The interest rate is dependent on the aggregate     
amounts borrowed under the agreement. The weighted average rate on borrowings   
was 8.2% at December 31, 1998. The credit agreement expires on April 30, 2001.  

Provisions of the Senior Subordinated Notes and the revolving credit  
agreement contain restrictions on the Company's ability to incur additional     
indebtedness, to create liens or other encumbrances, to make certain payments,  
investments, loans and guarantees and to sell or otherwise dispose of a         
substantial portion of assets to or merge or consolidate with, an unaffiliated  
entity. The revolving credit agreement also requires maintenance of specific    
financial ratios.                                                               

 On November 25, 1997, the Company sold $150 million of its 9.25% Senior
Subordinated Notes due 2007 at a price of 97.375% of face value. Interest on the
Senior Subordinated Notes is payable semi-annually on June 1 and December 1 of  
each year beginning on June 1, 1998. The fair market value of fixed rate debt   
securities at December 31, 1998 was approximately $152,625. The Company used the
net proceeds of the Senior Subordinated Notes along with borrowings under its   
new credit facility to (i) redeem its 7 1/4% Convertible Senior Subordinated    
Debentures due June 15, 2004 and (ii) to repay substantially all amounts of its 
then existing credit facility. The early extinguishment of the 7 1/4%           
Convertible Senior Subordinated Debentures and the then existing credit facility
resulted in an extraordinary charge of $1.5 million consisting of the following:

                                                                [Download Table]
                                                                      
Discount on prepayment of 7 1/4% Convertible Senior                   
  Subordinated Debentures...................................    $1,245
Write-off related unamortized financing costs...............     1,196
Extraordinary charge before income tax benefit..............     2,441
Income tax benefit..........................................       928
                                                                ------
Net extraordinary charge....................................    $1,513
                                                                ======

    The Company has agreements on which up to $5 million in standby letters of
credit and commercial letters of credit may be issued. In addition to the bank's
customary letter of credit fees, a 3/4% fee is assessed on standby letters of   
credit on an annual basis. As of December 31, 1998, in addition to amounts      
borrowed under the revolving credit agreement, there is $2.8 million outstanding
primarily for standby letters of credit. A fee of 1/4% to 3/8% is imposed by the
bank on the unused portion of available borrowings.                             

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

Maturities of long-term debt during each of the five years following  
December 31, 1998 are approximately $622 in 1999, $537 in 2000, $86,278 in 2001,
$427 in 2002 and $123 in 2003.                                                  

NOTE G -- INCOME TAXES                                                          

Significant components of the Company's net deferred tax assets and   
liabilities are as follows:                                                     

                                                                [Download Table]

                                                                 DECEMBER 31,   
                                                              ------------------
                                                               1997       1998  
                                                               ----       ----  
                                                                                
Deferred tax assets:                                                            
Postretirement benefit obligation...........................  $10,200    $ 9,900
Inventory...................................................    6,500      6,800
Tax net operating loss carryforwards and credits............    4,100      1,500
Other -- net................................................    4,100      4,832
                                                              -------    -------
     Total deferred tax assets..............................   24,900     23,032
Deferred tax liabilities:                                                       
Tax over book depreciation..................................    5,200      6,900
Pension.....................................................    3,500      5,000
                                                              -------    -------
     Total deferred tax liabilities.........................    8,700     11,900
                                                              -------    -------
Net deferred tax assets.....................................  $16,200    $11,132
                                                              =======    =======

Income taxes consisted of the following:                              

                                                                [Download Table]

                                                           YEAR ENDED DECEMBER 31,  
                                                          --------------------------
                                                           1996      1997      1998 
                                                           ----      ----      ---- 
                                                            (DOLLARS IN THOUSANDS)  
                                                                                    
Current:                                                                            
  Federal................................................ $ (150)   $  775    $1,023
  State..................................................    500       733     1,037
  Foreign................................................    400       709     1,007
                                                          ------    ------    ------
                                                             750     2,217     3,067
Deferred:                                                                           
  Federal................................................  4,010     5,175     6,195
  State..................................................    300       511       464
                                                          ------    ------    ------
                                                           4,310     5,686     6,659
                                                          ------    ------    ------
Income taxes............................................. $5,060    $7,903    $9,726
                                                          ======    ======    ======

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

     The reasons for the difference between income taxes and the amount computed
by applying the statutory Federal income tax rate to income from continuing     
operations before income taxes are as follows:                                  

                                                                [Download Table]

                                                           YEAR ENDED DECEMBER 31,  
                                                          --------------------------
                                                           1996      1997      1998 
                                                           ----      ----      ---- 
                                                            (DOLLARS IN THOUSANDS)  
                                                                                    
Computed statutory amount................................ $5,000    $6,500    $7,700
Effect of state income taxes payable.....................    600       800     1,000
Other....................................................   (540)      603     1,026
                                                          ------    ------    ------
Income taxes............................................. $5,060    $7,903    $9,726
                                                          ======    ======    ======

   At December 31, 1998, subsidiaries of the Company have net operating loss
carryforwards for income tax purposes of approximately $1.1 million subject to  
certain limitations, which expire in 2001 to 2007.                              

NOTE H -- LEGAL PROCEEDINGS                                                     

    The Company is subject to various pending and threatened lawsuits in which
claims for monetary damages are asserted in the ordinary course of business.    
While any litigation involves an element of uncertainty, in the opinion of      
management, liabilities, if any, arising from currently pending or threatened   
litigation will not have a material adverse effect on the Company's financial   
condition, liquidity and results of operations.                                 

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

NOTE I -- PENSIONS AND OTHER POSTRETIREMENT BENEFITS                            

                                                        [Enlarge/Download Table]

                                                    PENSION BENEFITS       OTHER BENEFITS    
                                                   ------------------   -------------------- 
                                                    1997       1998       1997        1998   
                                                    ----       ----       ----        ----   
                                                                                             
CHANGE IN BENEFIT OBLIGATION                                                                 
Benefit obligation at beginning of year........... $45,049    $45,473   $ 19,888    $ 21,673 
Service cost......................................     304        403        118         133 
Amendments and other..............................     158        116        -0-         -0- 
Interest cost.....................................   3,251      3,136      1,541       1,496 
Plan participants' contributions..................     -0-        -0-        118         118 
Actuarial losses..................................     995        731      2,207         497 
Benefits paid.....................................  (4,284)    (4,158)    (2,199)     (2,199)
                                                   -------    -------   --------    -------- 
Benefit obligation at end of year................. $45,473    $45,701   $ 21,673    $ 21,718 
                                                   =======    =======   ========    ======== 
CHANGE IN PLAN ASSETS                                                                        
Fair Value of plan assets at beginning of year.... $63,139    $80,274   $    -0-    $    -0- 
Actual return on plan assets......................  21,204      7,832        -0-         -0- 
Company contributions.............................     215         12      2,081       2,081 
Plan participants' contributions..................     -0-        -0-        118         118 
Benefits paid.....................................  (4,284)    (4,158)    (2,199)     (2,199)
                                                   -------    -------   --------    -------- 
Fair value of plan assets at end of year.......... $80,274    $83,960   $    -0-    $    -0- 
                                                   =======    =======   ========    ======== 
Funded status of the plan (underfunded)........... $34,801    $38,259   $(21,673)   $(21,718)
Unrecognized net transition obligation............    (279)      (329)       -0-         -0- 
Unrecognized net actuarial gain................... (21,654)   (21,027)    (6,812)     (5,595)
Unrecognized prior service cost...................   1,429      1,395       (802)       (723)
                                                   -------    -------   --------    -------- 
Prepaid benefit cost.............................. $14,297    $18,298   $(29,287)   $(28,036)
                                                   =======    =======   ========    ======== 
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31                                               
Discount rate.....................................    7.25%      7.00%      7.25%       7.00%
Expected return on plan assets....................    8.50%      8.50%       N/A         N/A 
Rate of compensation increase (decrease)..........    2.50%      2.50%       N/A         N/A 

  For measurement purposes, an 8.0% percent annual rate of increase in the
per capita cost of covered health care benefits was assumed for 1999. The rate  
was assumed to decrease gradually to 5.5% for 2004 and remain at that level     
thereafter.                                                                     

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                          PENSION BENEFITS                OTHER BENEFITS       
                                    -----------------------------   -------------------------- 
                                     1996       1997       1998      1996      1997      1998  
                                     ----       ----       ----      ----      ----      ----  
                                                                                               
COMPONENTS OF NET PERIODIC BENEFIT                                                             
  COST                                                                                         
Service costs...................... $   296    $   302    $   403   $  106    $  118    $  133 
Interest costs.....................   3,294      3,252      3,136    1,457     1,541     1,496 
Expected return on plan assets.....  (4,879)    (5,181)    (6,642)     -0-       -0-       -0- 
Transition obligation..............     -0-         77         77      -0-       -0-       -0- 
Amortization of prior service                                                                  
  cost.............................     156        170        181      (79)      (79)      (79)
Recognized net actuarial gain......     (26)      (332)    (1,225)    (464)     (407)     (343)
                                    -------    -------    -------   ------    ------    ------ 
Benefit costs...................... $(1,159)   $(1,712)   $(4,070)  $1,020    $1,173    $1,207 
                                    =======    =======    =======   ======    ======    ====== 

   The Company has two non-pension postretirement benefit plans. Health care
benefits are provided on both a contributory and noncontributory basis. The life
insurance plan is primarily noncontributory.                                    

 The assumed health care cost trend rate has a significant effect on the
amounts reported. A one-percentage-point change in the assumed health care cost 
trend rate would have the following effects:                                    

                                                        [Enlarge/Download Table]

                                                             1-PERCENTAGE  1-PERCENTAGE
                                                                POINT         POINT    
                                                               INCREASE      DECREASE  
                                                             ------------  ------------
                                                                                       
Effect on total of service and interest cost components in                             
  1998......................................................  $  124,000    $  124,000 
Effect on post retirement benefit obligation as of December                            
  31, 1998..................................................  $1,373,000    $1,373,000 

     The total contribution charged to pension expense for the Company's defined
contribution plans was $876 in 1998, $687 in 1997 and $796 in 1996.             

NOTE J -- LEASES                                                                

Rental expense for 1996, 1997 and 1998 was $4,751, $6,696 and $7,056, 
respectively. Future minimum lease commitments during each of the five years    
following December 31, 1998 are as follows: $6,858 in 1999, $5,687 in 2000,     
$4,824 in 2001, $3,594 in 2002 $2,322 in 2003 and $4,977 thereafter.            

NOTE K -- INDUSTRY SEGMENTS                                                     

The Company conducts its business through two segments: Integrated    
Logistics ("ILS") and Manufactured Products. ILS is a leading national supplier 
of fasteners (e.g., nuts, bolts and screws) and other industrial products to    
OEMs, other manufacturers and distributors. In connection with the supply of    
such industrial products, ILS provides a variety of value-added, cost-effective 
procurement solutions. The principal customers of ILS are in the transportation,
industrial, electrical, lawn and garden equipment industries. Manufactured      
Products designs and manufactures a broad range of high quality products        
engineered for specific customer applications. The principal customers of       
Manufactured Products are OEMs and end-users in the automotive, railroad, truck 
and aerospace industries.                                                       

The Company's sales are made through its own sales organization,      
distributors and representatives. Intersegment sales from the manufactured      
products segment to the ILS segment are immaterial and eliminated in            
consolidation and are not included in the figures presented. Intersegment sales 
are accounted for at values based on market prices. Income allocated to segments
excludes certain corporate expenses, interest expense and                       

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

amortization of excess purchase price over net assets acquired. Identifiable    
assets by industry segment include assets directly identified with those        
operations.                                                                     

   Corporate assets generally consist of cash and cash equivalents, deferred
tax assets, and other assets.                                                   

                                                        [Enlarge/Download Table]

                                                                YEAR ENDED DECEMBER 31,      
                                                            -------------------------------- 
                                                              1996        1997        1998   
                                                              ----        ----        ----   
                                                                                             
Net sales                                                                                    
  ILS...................................................... $188,306    $266,292    $364,546 
  Manufactured products....................................  159,373     174,818     187,247 
                                                            --------    --------    -------- 
                                                            $347,679    $441,110    $551,793 
                                                            ========    ========    ======== 
Income from continuing operations before income taxes                                        
  ILS...................................................... $ 15,282    $ 23,310    $ 34,595 
  Manufactured products....................................   10,257      10,763      12,004 
                                                            --------    --------    -------- 
                                                              25,539      34,073      46,599 
Amortization of excess purchase price over net assets                                        
  acquired.................................................   (1,902)     (2,211)     (2,277)
  Corporate costs..........................................   (1,937)     (3,562)     (4,014)
  Interest expense.........................................   (6,947)     (9,101)    (17,488)
                                                            --------    --------    -------- 
                                                            $ 14,753    $ 19,199    $ 22,820 
                                                            ========    ========    ======== 
Identifiable assets                                                                          
  ILS...................................................... $134,107    $252,763    $288,713 
  Manufactured products....................................  136,701     140,278     187,095 
  General corporate........................................   12,102      20,068      13,746 
                                                            --------    --------    -------- 
                                                            $282,910    $413,109    $489,554 
                                                            ========    ========    ======== 
Depreciation and amortization expense                                                        
  ILS...................................................... $  2,623    $  4,352    $  6,124 
  Manufactured products....................................    5,375       6,013       6,629 
                                                            --------    --------    -------- 
                                                            $  7,998    $ 10,365    $ 12,753 
                                                            ========    ========    ======== 
Capital expenditures                                                                         
  ILS...................................................... $  5,261    $  3,938    $  4,274 
  Manufactured products....................................    9,163      11,870      18,316 
  General corporate........................................    1,166         139          91 
                                                            --------    --------    -------- 
                                                            $ 15,590    $ 15,947    $ 22,681 
                                                            ========    ========    ======== 

The Company had sales of $33,728 in 1996 to Ford Motor Company which  
represented 10% of consolidated net sales.                                      

    Approximately 89% of the Company's net sales are within the United States.
None of the net sales to any foreign country represented more than 6% of the    
Company's total sales. Approximately 96% of the Company's assets are maintained 
in the United States.                                                           

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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 

DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

NOTE L -- RESTRUCTURING CHARGES AND OTHER INCOME                                

During the fourth quarter of 1996, the Company reorganized certain    
manufacturing operations which resulted in the realignment of two manufacturing 
facilities and the discontinuance of certain products lines. As a result of     
these actions, the Company recorded a charge of $2,700 primarily for the        
writedown of property and equipment and inventory to estimated net realizable   
value.                                                                          

  In December 1996, the Company negotiated full settlement of subordinated
notes receivable, resulting from the sale of two manufacturing facilities, which
were fully reserved at the date of sale. The net proceeds received of $2,700    
were recorded in income in the fourth quarter. In the third quarter of 1996, the
Company sold certain securities purchased during 1996 for $6,315 which resulted 
in a gain of $1,500.                                                            

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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

$200,000,000

[PARKOHIO LOGO] 

PARK-OHIO INDUSTRIES, INC.

OFFER TO EXCHANGE ALL OUTSTANDING 
9 1/4% SENIOR SUBORDINATED NOTES DUE 2007 
THAT WERE ORIGINALLY ISSUED ON JUNE 2, 1999 OR NOVEMBER 25, 1997
FOR NEW 9 1/4% SENIOR SUBORDINATED NOTES DUE 2007 
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

------------------- 
PROSPECTUS
------------------- 

JULY 27, 1999 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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                                                                    EXHIBIT 99.1

PARK-OHIO INDUSTRIES, INC.
LETTER OF TRANSMITTAL 
9 1/4% SENIOR SUBORDINATED NOTES DUE 2007 
CUSIPS 700677AC1 AND 700677AF4

TO: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, THE EXCHANGE AGENT 

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 26,  
1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OUTSTANDING NOTES MAY 
BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.             

                                                        [Enlarge/Download Table]
                                                                                          
      By Registered or Certified Mail:                   By Overnight Courier:            
Norwest Bank Minnesota, National Association  Norwest Bank Minnesota, National Association
         Corporate Trust Operations                    Corporate Trust Operations         
               P.O. Box 1517                                 Norwest Center               
         Minneapolis, MN 55480-1517                       Sixth and Marquette             
                                                       Minneapolis, MN 55479-0113         

                  By Hand:                                   By Facsimile:                
Norwest Bank Minnesota, National Association  Norwest Bank Minnesota, National Association
         Corporate Trust Operations                    Corporate Trust Operations         
         Northstar East, 12th Floor                          (612) 667-4927               
               608 2nd Avenue                            Confirm by telephone:            
           Minneapolis, MN 55402                             (612) 667-9764               

------------------------

    Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the one listed   
above will not constitute a valid delivery. The instructions accompanying this  
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.                                                                   

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR   
OUTSTANDING NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT   
WITHDRAW) THEIR OUTSTANDING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION 
DATE.                                                                           

    The undersigned acknowledges receipt of the prospectus dated July 27, 1999
of Park-Ohio Industries, Inc. (the "Company") and this Letter of Transmittal,   
which together constitute the Company's offer to exchange $1,000 principal      
amount of its new 9 1/4% Senior Subordinated Notes due 2007, Series D (the      
"Exchange Notes"), which have been registered under the Securities Act of 1933, 
pursuant to a Registration Statement of which the prospectus is a part, for each
$1,000 principal amount of its outstanding 9 1/4% Senior Subordinated Notes due 
2007, Series B and Series C (the "Outstanding Notes"), of which an aggregate of 
$200,000,000 in principal amount is outstanding, upon the terms and conditions  
set forth in the prospectus.                                                    

For each Outstanding Note accepted for exchange, the holder of such   
Outstanding Note will receive an Exchange Note having a principal amount equal  
to that of the surrendered Outstanding Note. Interest on the Exchange Notes will
accrue from the last interest payment date on which interest was paid on the    
Outstanding Notes surrendered in exchange therefor or, if no interest has been  
paid on the Outstanding Notes, from the date of original issue of the           
Outstanding Notes. Holders of Outstanding Notes accepted for exchange will be   
deemed to have waived the right to receive any other payments or accrued        
interest on the Outstanding Notes. The Company reserves the right, at any time  
or from time to time, to extend this exchange offer at its discretion, in which 
event the term "Expiration Date" shall mean the latest time and date to which   
the exchange offer is extended. The Company shall notify the Exchange Agent of  
any extension by oral (promptly confirmed in writing) or written notice and will
make a public announcement thereof, each prior to 9:00 A.M., New York City time,
on the next business day after the previously scheduled Expiration Date.        

This Letter of Transmittal is to be used by holders if:               

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- certificates representing Outstanding Notes are to be physically    
delivered to the Exchange Agent by holders;                       

   - tender of Outstanding Notes is to be made by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company ("DTC"), 
pursuant to the procedures set forth in the prospectus under "The 
      Exchange Offer -- Procedures for Tendering" by any financial institution
that is a participant in DTC and whose name appears on a security 
position listing as the owner of Outstanding Notes; or            

 - tender of Outstanding Notes is to be made according to the guaranteed
 delivery procedures set forth in the prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures."                         

   DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.                                                                          

The term "holder" with respect to the Exchange Offer means any person:

- in whose name Outstanding Notes are registered on the books of the  
    Company or any other person who has obtained a properly completed bond
power from the registered holder, or                              

    - whose Outstanding Notes are held of record by DTC who desires to deliver
such Outstanding Notes by book-entry transfer at DTC.             

The undersigned has completed, executed and delivered this Letter of  
Transmittal to indicate the action the undersigned desires to take with respect 
to the exchange offer.                                                          

     The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the           
prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 11.                          

    HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.                 

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL 
CAREFULLY BEFORE CHECKING ANY BOX BELOW 

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                   DESCRIPTION OF 9 1/4% SENIOR SUBORDINATED NOTES DUE 2007 (OUTSTANDING NOTES)                 
----------------------------------------------------------------------------------------------------------------
                                                                                AGGREGATE           PRINCIPAL   
                                                                                PRINCIPAL            AMOUNT     
                                                                                 AMOUNT             TENDERED    
   NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)         CERTIFICATE         REPRESENTED          (IF LESS    
              (PLEASE FILL IN, IF BLANK)                   NUMBER(S)*       BY CERTIFICATE(S)      THAN ALL)**  
------------------------------------------------------- ------------------ --------------------- ---------------
                                                                                                                

------------------------------------------------------- ------------------ --------------------- ---------------

------------------------------------------------------- ------------------ --------------------- ---------------

------------------------------------------------------- ------------------ --------------------- ---------------

------------------------------------------------------- ------------------ --------------------- ---------------

------------------------------------------------------- ------------------ --------------------- ---------------
                                                              TOTAL                                             
------------------------------------------------------- ------------------ --------------------- ---------------

* Need not be completed by holders tendering by book-entry transfer.        

** Unless indicated in the column labeled "Principal Amount Tendered," any    
 tendering holder of Outstanding Notes will be deemed to have tendered the
entire aggregate principal amount represented by the column labeled     
"Aggregate Principal Amount Represented by Certificate(s)," If the space
provided above is inadequate, list the certificate numbers and principal
  amounts on a separate signed schedule and affix the list to this Letter of
Transmittal.                                                            

 The minimum permitted tender is $1,000 in principal amount of Outstanding
Notes. All other tenders must be integral multiples of $1,000.          
--------------------------------------------------------------------------------

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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6) 

   To be completed ONLY if certificates for Outstanding Notes in a principal
amount not tendered or not accepted for exchange, or Exchange Notes issued in   
exchange for Outstanding Notes accepted for exchange, are to be issued in the   
name of someone other than the undersigned, or if the Outstanding Notes tendered
by book-entry transfer that are not accepted for exchange are to be credited to 
an account maintained by DTC.                                                   

Issue certificate(s) to:                                              

Name: ..........................................................................
      (Please Print)

Address: .......................................................................

................................................................................
(Include Zip Code)

................................................................................
(Tax Identification or Social Security No.) 

SPECIAL DELIVERY INSTRUCTIONS 
(SEE INSTRUCTIONS 4, 5 AND 6) 

   To be completed ONLY if certificates for Outstanding Notes in a principal
amount not tendered or not accepted for exchange, or Exchange Notes issued in   
exchange for Outstanding Notes accepted for exchange, are to be sent to someone 
other than the undersigned, or to the undersigned at an address other than that 
shown above.                                                                    

Mail to:                                                              

Name: ..........................................................................
      (Please Print)

Address: .......................................................................

................................................................................
(Include Zip Code)

................................................................................
(Tax Identification or Social Security No.) 

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[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY  
   TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:                                                  
--------------------------------------------------------------------------------
DTC Book-Entry Account Number:                                                  
-----------------------------------------------------------------------------   
Transaction Code Number:                                                        
--------------------------------------------------------------------------------

[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A  
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND 
COMPLETE THE FOLLOWING:                                                 

Name(s) of Registered Holder(s):                                                
------------------------------------------------------------------------------- 
Window Ticket Number (if any):                                                  
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Date of Execution of Notice of Guaranteed Delivery:                             
-----------------------------------------------------------                     

IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:                    

Account Number:                                                                 
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Transaction Code Number:                                                        
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL     
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS 
THERETO.                                                                

Name:                                                                           
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Address:                                                                        
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Ladies and Gentlemen:                                                           

    Subject to the terms and conditions of the exchange offer, the undersigned
hereby tenders to the Company the principal amount of Outstanding Notes         
indicated above. Subject to and effective upon the acceptance for exchange of   
the principal amount of Outstanding Notes tendered in accordance with this      
Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon 
the order of, the Company all right, title and interest in and to the           
Outstanding Notes tendered hereby. The undersigned hereby irrevocably           
constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with
full knowledge that the Exchange Agent also acts as the agent of the Company and
as Trustee under the Indenture for the Outstanding Notes and Exchange Notes)    
with respect to the tendered Outstanding Notes with full power of substitution  
to                                                                              

- deliver certificates for such Outstanding Notes to the Company, or  
transfer ownership of such Outstanding Notes on the account books 
     maintained by DTC and deliver all accompanying evidence of transfer and
authenticity to, or upon the order of, the Company, and           

   - present such Outstanding Notes for transfer on the books of the Company
      and receive all benefits and otherwise exercise all rights of beneficial
       ownership of such Outstanding Notes, all in accordance with the terms and
    subject to the conditions of the exchange offer. The power of attorney
       granted in this paragraph shall be deemed irrevocable and coupled with an
interest.                                                         

 The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding   
Notes tendered hereby and that the Company will acquire good and unencumbered   
title thereto, free and clear of all liens, restrictions, charges and           
encumbrances and not subject to any adverse claim, when the same are acquired by
the Company. The undersigned hereby further represents that any Exchange Notes  
acquired in exchange for Outstanding Notes tendered hereby will have been       
acquired in the ordinary course of business of the holder receiving such        
Exchange Notes, whether or not such person is the holder, that neither the      
holder nor any such other person has an arrangement or understanding with any   
person to participate in the distribution of such Exchange Notes and that       
neither the holder nor any such other person is an "affiliate," as defined in   
Rule 405 under the Securities Act, of the Company or any of its subsidiaries.   

     The undersigned also acknowledges that this exchange offer is being made in
reliance on an interpretation by the staff of the Securities and Exchange       
Commission that the Exchange Notes issued in exchange for the Outstanding Notes 
in the exchange offer may be offered for resale, resold and otherwise           
transferred by holders thereof (other than any such holder that is an           
"affiliate" of the Company within the meaning of Rule 405 under the Securities  
Act), without compliance with the registration and prospectus delivery          
provisions of the Securities Act, provided that such Exchange Notes are acquired
in the ordinary course of such holders' business and such holders have no       
arrangements with any person to participate in the distribution of such Exchange
Notes. If the undersigned is not a broker-dealer, the undersigned represents    
that it is not engaged in, and does not intend to engage in, a distribution of  
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Outstanding Notes that were acquired  
as a result of market-making activities or other trading activities, it         
acknowledges that it will deliver a prospectus in connection with any resale of 
such Exchange Notes; however, by so acknowledging and by delivering a           
prospectus, the undersigned will not be deemed to admit that it is an           
"underwriter" within the meaning of the Securities Act.                         

   The undersigned hereby acknowledges and agrees that any broker-dealer and
any holder using the exchange offer to participate in a distribution of Exchange
Notes could not rely on the SEC staff's position set forth in certain no-action 
letters and must comply with the registration and prospectus delivery           
requirements of the Securities Act in connection with a secondary resale        
transaction and that such a secondary resale transaction must be covered by an  
effective registration statement containing the selling security holder         
information required by Item 507 or Item 508, as applicable, of Regulation S-K  
if the resales are of Exchange Notes obtained by such holder in exchange for    
Outstanding Notes that were acquired by such holder directly from the Company or
an affiliate of the Company.                                                    

The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or        
desirable to complete the assignment, transfer and purchase of the Outstanding  
Notes tendered hereby. All authority conferred or agreed to be conferred by this
Letter of                                                                       

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Transmittal shall survive the death, incapacity or dissolution of the           
undersigned and every obligation of the undersigned under this Letter of        
Transmittal shall be binding upon the undersigned's heirs, personal             
representatives, successors and assigns, trustees in bankruptcy or other legal  
representatives of the undersigned. This tender may be withdrawn only in        
accordance with the procedures set forth in "The Exchange Offer -- Withdrawal of
Tenders" section of the prospectus.                                             

 For purposes of the exchange offer, the Company shall be deemed to have
accepted validly tendered Outstanding Notes when and if the Company has given   
oral or written notice thereof to the Exchange Agent.                           

     If any tendered Outstanding Notes are not accepted for exchange pursuant to
the exchange offer for any reason, certificates for any such unaccepted         
Outstanding Notes will be returned (except as noted below with respect to       
tenders through DTC), without expense, to the undersigned at the address shown  
below or at a different address as may be indicated under "Special Delivery     
Instructions" as promptly as practicable after the Expiration Date.             

   The undersigned understands that tenders of Outstanding Notes pursuant to
the procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the prospectus and in the instructions hereto will constitute a   
binding agreement between the undersigned and the Company upon the terms and    
subject to the conditions of the exchange offer.                                

Unless otherwise indicated under "Special Payment and Delivery        
Instructions," please issue the certificates representing the Exchange Notes    
issued in exchange for the Outstanding Notes accepted for exchange and return   
any Outstanding Notes not tendered or not exchanged in the name(s) of the       
undersigned (or in either such event in the case of the Outstanding Notes       
tendered by DTC, by credit to the undersigned's account, at DTC). Similarly,    
unless otherwise indicated under "Special Payment and Delivery Instructions,"   
please send the certificates representing the Exchange Notes issued in exchange 
for the Outstanding Notes accepted for exchange and any certificates for        
Outstanding Notes not tendered or not exchanged (and accompanying documents, as 
appropriate) to the undersigned at the address shown below the undersigned's    
signature(s), unless, in either event, tender is being made through DTC. In the 
event that both "Special Payment Instructions" and "Special Payment and Delivery
Instructions" are completed, please issue the certificates representing the     
Exchange Notes issued in exchange for the Outstanding Notes accepted for        
exchange and return any Outstanding Notes not tendered or not exchanged in the  
name(s) of, and send said certificates to, the person(s) so indicated. The      
undersigned recognizes that the Company has no obligation pursuant to the       
"Special Payment Instructions" and "Special Delivery Instructions" to transfer  
any Outstanding Notes from the name of the registered holder(s) thereof if the  
Company does not accept for exchange any of the Outstanding Notes so tendered.  

     Holders of Outstanding Notes who wish to tender their Outstanding Notes and

- whose Outstanding Notes are not immediately available, or           

     - who cannot deliver their Outstanding Notes, this Letter of Transmittal or
any other documents required hereby to the Exchange Agent, or     

- cannot complete the procedure for book-entry transfer prior to the  
Expiration Date,                                                  

   - may tender their Outstanding Notes according to the guaranteed delivery
    procedures set forth in the prospectus under the caption "The Exchange
       Offer -- Guaranteed Delivery Procedures." See Instruction 1 regarding the
completion of the Letter of Transmittal printed below.            

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PLEASE SIGN HERE WHETHER OR NOT 
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY

                                                        [Enlarge/Download Table]
                                                                                             

X ..........................................................  ...............................
                                                              Date                           

X ..........................................................  ...............................
Signature(s) of Registered Holder(s) or Authorized Signatory  Date                           

Area Code and Telephone Number: ................................................

The above lines must be signed by the registered holder(s) of Outstanding Notes 
as their name(s) appear(s) on the Outstanding Notes or, if the Outstanding Notes
are tendered by a participant in DTC, as such participant's name appears on a   
security position listing as the owner of Outstanding Notes, or by person(s)    
authorized to become registered holder(s) by a properly completed bond power    
from the registered holder(s), a copy of which must be transmitted with this    
Letter of Transmittal. If Outstanding Notes to which this Letter of Transmittal 
relates are held of record by two or more joint holders, then all such holders  
must sign this Letter of Transmittal. If signature is by a trustee, executor,   
administrator, guardian, attorney-in-fact, officer of a corporation or other    
person acting in a fiduciary or representative capacity, such person must (i)   
set forth his or her full title below and (ii) unless waived by the Company,    
submit evidence satisfactory to the Company of such person's authority to act.  
See Instruction 4 regarding the completion of this Letter of Transmittal printed
below.                                                                          

Name(s): .......................................................................
................................................................................
(Please Print)

Capacity: ......................................................................
Address: .......................................................................
(Include Zip Code)

SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
(If Required by Instruction 4)

Certain signatures must be Guaranteed by an Eligible Institution.               
................................................................................
(Authorized Signature)

................................................................................
(Title) 

................................................................................
(Name of Firm)

Dated: .........................................................................

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

    1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures. This
Letter is to be completed by noteholders, either if certificates are to be      
forwarded herewith or if tenders are to be made pursuant to the procedures for  
delivery by book-entry transfer set forth in "The Exchange Offer -- Book-Entry  
Transfer" section of the prospectus. Certificates for all physically tendered   
Outstanding Notes, or book-entry confirmation, as the case may be, as well as a 
properly completed and duly executed Letter (or manually signed facsimile       
hereof) and any other documents required by this Letter, must be received by the
Exchange Agent at the address set forth herein on or prior to the Expiration    
Date, or the tendering holder must comply with the guaranteed delivery          
procedures set forth below. Outstanding Notes tendered hereby must be in        
denominations of principal amount of maturity of $1,000 and any integral        
multiple thereof.                                                               

  Noteholders whose certificates for Outstanding Notes are not immediately
available or who cannot deliver their certificates and all other required       
documents to the Exchange Agent on or prior to the Expiration Date, or who      
cannot complete the procedure for book-entry transfer on a timely basis, may    
tender their Outstanding Notes pursuant to the guaranteed delivery procedures   
set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of  
the prospectus. Pursuant to such procedures,                                    

   - such tender must be made through an Eligible Institution (as defined in
Instruction 4 below),                                             

   - prior to the Expiration Date, the Exchange Agent must receive from such
    Eligible Institution a properly completed and duly executed Letter (or
    facsimile thereof) and Notice of Guaranteed Delivery, substantially in
       the form provided by the Company (by facsimile transmission, mail or hand
delivery), setting forth the name and address of the holder of    
     Outstanding Notes and the amount of Outstanding Notes tendered, stating
     that the tender is being made thereby and guaranteeing that within five
    Nasdaq National Market trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically
     tendered Outstanding Notes, or a book-entry confirmation, and any other
 documents required by this Letter will be deposited by the Eligible
Institution with the Exchange Agent, and                          

     - the certificates for all physically tendered Outstanding Notes, in proper
    form for transfer, or book-entry confirmation, as the case may be, and
       all other documents required by this Letter, are received by the Exchange
     Agent within five Nasdaq National Market trading days after the date of
execution of the Notice of Guaranteed Delivery.                   

    The method of delivery of this Letter, the Outstanding Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the    
Exchange Agent. If Outstanding Notes are sent by mail, it is suggested that the 
mailing be made sufficiently in advance of the Expiration Date to permit the    
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the   
Expiration Date.                                                                

See "The Exchange Offer" section in the prospectus.                   

  2. Tender by Holder. Only a holder of Outstanding Notes may tender their
Outstanding Notes in the Exchange Offer. Any beneficial holder of Outstanding   
Notes who is not the registered holder and who wishes to tender should arrange  
with the registered holder to execute and deliver this Letter on his or her     
behalf or must, prior to completing and executing this Letter and delivering his
or her Outstanding Notes, either make appropriate arrangements to register      
ownership of the Outstanding Notes in such holder's name or obtain a properly   
completed bond power from the registered holder.                                

   3. Partial Tenders. Tenders of Outstanding Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any   
Outstanding Notes is tendered, the tendering holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of 9 1/4% 
Senior Subordinated Notes due 2007 (Outstanding Notes)" above. The entire       
principal amount of Outstanding Notes delivered to the Exchange Agent will be   
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of all Outstanding Notes is not tendered, then Outstanding Notes for the 
principal amount of Outstanding Notes not tendered and a certificate or         
certificates representing Exchange Notes issued in exchange for any Outstanding 

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Notes accepted will be sent to the holder at his or her registered address,     
unless a different address is provided in the appropriate box on this Letter of 
Transmittal, promptly after the Outstanding Notes are accepted for exchange.    

4. Signatures on this Letter; Powers of Attorney and Endorsements;    
Guarantee of Signatures. If this Letter is signed by the registered holder of   
the Outstanding Notes tendered hereby, the signature must correspond exactly    
with the name as written on the face of the certificates without any change     
whatsoever.                                                                     

    If any tendered Outstanding Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.                                  

If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many 
separate copies of this Letter as there are different registrations of          
certificates.                                                                   

When this Letter is signed by the registered holder or holders of the 
Outstanding Notes specified herein and tendered hereby, no endorsements of      
certificates or separate powers of attorney are required. If, however, the      
Exchange Notes are to be issued, or any untendered Outstanding Notes are to be  
reissued, to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate powers of attorney are required.    
Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

  If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be     
endorsed or accompanied by appropriate powers of attorney, in either case signed
exactly as the name or names on the registered holder or holders appear(s) on   
the certificate(s) and signatures on such certificate(s) must be guaranteed by  
an Eligible Institution.                                                        

If this Letter or any certificates or powers of attorney are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of  
corporations or others acting in a fiduciary or representative capacity, such   
persons should so indicate when signing, and unless waived by the Company,      
proper evidence satisfactory to the Company of their authority to so act must be
submitted.                                                                      

    Endorsements on certificates for Outstanding Notes or signatures on powers
of attorney required by this Instruction 4 must be guaranteed by a firm which is
a participant in a recognized signature guarantee medallion program ("Eligible  
Institutions").                                                                 

 Signatures on this Letter must be guaranteed by an Eligible Institution
unless the Outstanding Notes are tendered:                                      

    - by a registered holder of Outstanding Notes (which term, for purposes of
     the Exchange Offer, includes any participant in the Book-Entry Transfer
      Facility system whose name appears on a security position listing as the
      holder of such Outstanding Notes) who has not completed the box entitled
   "Special Issuance Instructions" or "Special Delivery Instructions" on
this Letter, or                                                   

- for the account of an Eligible Institution.                         

5. Special Payment and Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute Outstanding Notes for principal amounts not tendered or not 
accepted for exchange are to be issued or sent, if different from the name and  
address of the person signing this Letter of Transmittal (or in the case of a   
tender of Outstanding Notes through DTC, if different from DTC). In the case of 
issuance in a different name, the taxpayer identification or social security    
number of the person named must also be indicated. Noteholders tendering        
Outstanding Notes by book-entry transfer may request that Outstanding Notes not 
exchanged be credited to such account maintained at the Book-Entry Transfer     
Facility as such noteholder may designate hereon. If no such instructions are   
given, any Outstanding Notes that are not exchanged will be returned to the name
and address of the person signing this Letter.                                  

     6. Tax Identification Number. Federal income tax law requires that a holder
whose offered Outstanding Notes are accepted for exchange must provide the      
Company (as payer) with his, her or its correct taxpayer identification number  
("TIN"), which, in the case of an exchanging holder who is an individual, is his
or her social security number. If the Company is not provided with the correct  
TIN or an adequate basis for exemption,                                         

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such holder may be subject to a $50 penalty imposed by the Internal Revenue     
Service and payments made with respect to Outstanding Notes purchased pursuant  
to this exchange offer may be subject to backup withholding at a 31% rate. If   
withholding results in an overpayment of taxes, a refund may be obtained. Exempt
holders (including, among others, all corporations and certain foreign          
individuals) are not subject to these backup withholding and reporting          
requirements. See the enclosed "Guidelines for Certification of Taxpayer        
Identification Number on Substitute Form W-9."                                  

     To prevent backup withholding, each exchanging holder must provide his, her
or its correct TIN by completing the Substitute Form W-9 enclosed herewith,     
certifying that the TIN provided is correct (or that such Holder is awaiting a  
TIN) and that                                                                   

- the holder is exempt from backup withholding,                       

    - the holder has been notified by the IRS that he, she or it is subject to
   backup withholding as a result of a failure to report all interest or
dividends, or                                                     

   - the IRS has notified the holder that he, she or it is no longer subject
to backup withholding.                                            

    In order to satisfy the Exchange Agent that a foreign individual qualifies
as an exempt recipient, such holder must submit a statement signed under penalty
of perjury attesting to such exempt status. Such statements may be obtained from
the Exchange Agent. If the Outstanding Notes are in more than one name or are   
not in the name of the actual owner, consult the Substitute Form W-9 for        
information on which TIN to report. If you do not provide your TIN to the       
Company within 60 days, backup withholding will begin and continue until you    
furnish your TIN to the Company.                                                

7. Transfer Taxes. The Company will pay all transfer taxes, if any,   
applicable to the exchange of Outstanding Notes pursuant to the exchange offer. 
If, however, certificates representing Exchange Notes or Outstanding Notes for  
principal amounts not tendered or accepted for exchange are to be delivered to, 
or are to be registered or issued in the name of, any person other than the     
registered holder of the Outstanding Notes tendered hereby, or if tendered      
Outstanding Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any     
reason other than the exchange of Outstanding Notes pursuant to the exchange    
offer, then the amount of any such transfer taxes (whether imposed on the       
registered holder or on any other persons) will be payable by the tendering     
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed     
directly to such tendering holder.                                              

Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter
of Transmittal.                                                                 

    8. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify specified conditions in the exchange offer in the case of any   
Outstanding Notes tendered.                                                     

9. No Conditional Transfers. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Outstanding Notes,
by execution of this Letter, shall waive any right to receive notice of the     
acceptance of their Outstanding Notes for exchange.                             

   Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of      
Outstanding Notes nor shall any of them incur any liability for failure to give 
any such notice.                                                                

   10. Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any tendering
holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed   
should contact the Exchange Agent at the address indicated herein for further   
instructions.                                                                   

  11. Requests for Assistance or Additional Copies. Questions and requests
for assistance for additional copies of the prospectus, this Letter of          
Transmittal and the Notice of Guaranteed Delivery may be directed to the        
Exchange Agent at the address specified in the prospectus.                      

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(DO NOT WRITE IN THE SPACE BELOW) 

                                                                [Download Table]

    CERTIFICATE                 OUTSTANDING NOTES              OUTSTANDING NOTES
    SURRENDERED                     TENDERED                       ACCEPTED     
    -----------                 -----------------              -----------------
                                                                                

------------------             ------------------             ------------------

------------------             ------------------             ------------------

------------------             ------------------             ------------------
------------------             ------------------             ------------------

     Delivery Prepared by _____________ Checked By _____________ Date __________

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PAYER'S NAME: PARK-OHIO INDUSTRIES, INC.
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                                                
 Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part I below. See       
 instructions if your name has changed.)                                                                                        
--------------------------------------------------------------------------------------------------------------------------------
 Address                                                                                                                        
--------------------------------------------------------------------------------------------------------------------------------
 City, state and ZIP Code                                                                                                       
--------------------------------------------------------------------------------------------------------------------------------
 List account number(s) here (optional)                                                                                         
--------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE                                  PART I -- Please provide your Tax-                                                  
FORM W-9                                    payer Identification Number               ---------------------------------------   
                                            ("TIN") in the box at right and           Social Security Number                    
DEPARTMENT OF THE TREASURY                  certify by signing and dating below.                                                
INTERNAL REVENUE SERVICE                                                              OR ----------------------------------     
                                                                                      TIN                                       
                                           ------------------------------------------------------------------------------------ 
                                            PART II -- Check the box if you are NOT subject to backup withholding under the     
                                            provisions of section 3408(a)(1)(C) of the Internal Revenue Code because (1) you    
                                            have not been notified that you are subject to backup withholding as a result of    
                                            failure to report all interest or dividends or (2) the Internal Revenue Service has 
                                            notified you that you are no longer subject to backup withholding.  [ ]             
                                           ------------------------------------------------------------------------------------ 
                                            PART III -- AWAITING TIN                                                            
--------------------------------------------------------------------------------------------------------------------------------
 PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER                                                                             
--------------------------------------------------------------------------------------------------------------------------------
 CERTIFICATION -- Under the penalties of perjury, I certify that the information provided on this form is true, correct and     
 complete.                                                                                                                      
--------------------------------------------------------------------------------------------------------------------------------
 SIGNATURE                                                                                        DATE                          
--------------------------------------------------------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING 
     OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER        
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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      GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:    
i.e. 000-00-0000. Employer identification numbers have nine digits separated by 
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.                                                              

                                                                [Download Table]

---------------------------------------------------------
                                        GIVE THE         
        FOR THIS TYPE                SOCIAL SECURITY     
         OF ACCOUNT:                  NUMBER OF --       
---------------------------------------------------------
                                                         
 1.  An individual's account    The individual           
 2.  Two or more individuals    The actual owner of the  
                                account or, if combined  
                                funds, any one of the    
                                individuals(1)           
 3.  Husband and wife (joint    The actual owner of the  
     account)                   account or, if joint     
                                funds, either person(1)  
 4.  Custodian account of a     The minor(2)             
     minor (Uniform Gift to                              
     Minors Act)                                         
 5.  Adult and minor (joint     The adult or, if the     
     account)                   minor is the only        
                                contributor, the minor(1)
 6.  Account in the name of     The ward, minor, or      
     guardian or committee for  incompetent person(3)    
     a designated ward, minor                            
     or incompetent person                               
 7.  a. The usual revocable     The grantor trustee(1)   
        savings trust account                            
        (grantor is also                                 
        trustee)                                         
     b. So-called trust         The actual owner(1)      
     account that is not a                               
        legal and valid trust                            
        under State law                                  
 8.  Sole proprietorship        The owner(4)             
     account                                             

                                                                [Download Table]

---------------------------------------------------------
                                        GIVE THE         
        FOR THIS TYPE                SOCIAL SECURITY     
         OF ACCOUNT:                  NUMBER OF --       
---------------------------------------------------------
                                                         
 9.  A valid trust, estate or   The legal entity (do not 
     pension trust              furnish the identifying  
                                number of the personal   
                                representative or trustee
                                unless the legal entity  
                                itself is not designated 
                                in the account title.)(5)
10.  Corporate account          The corporation          
11.  Religious, charitable, or  The organization         
     educational organization                            
     account                                             
12.  Partnership account held   The partnership          
     in the name of the                                  
     business                                            
13.  Association, club, or      The organization         
     other tax-exempt                                    
     organization                                        
14.  A broker or registered     The broker or nominee    
     nominee                                             
15.  Account with the           The public entity        
     Department of Agriculture                           
     in the name of a public                             
     entity (such as a State                             
     or local government,                                
     school district, or                                 
     prison) that receives                               
     agricultural program                                
     payments                                            

--------------------------------------------------------------------------------

(1) List first and circle the name of the person whose number you furnish.      
(2) Circle the minor's name and furnish the minor's social security number.     
(3) Circle the ward's, minor's or incompetent person's name and furnish such    
person's social security number.                                        
(4) Show the name of the owner.                                                 
(5) List first and circle the name of the legal trust, estate, or pension trust.

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE
CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.                     

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OBTAINING A NUMBER                                                              

 If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a  
number.                                                                         

PAYEES EXEMPT FROM BACKUP WITHHOLDING                                           

    Payees specifically exempted from backup withholding on ALL payments include
the following:                                                                  

- A corporation.                                                        

- A financial institution.                                              

- An organization exempt from tax under section 501(a), or an individual
retirement plan.                                                    

- The United States or any agency or instrumentality thereof.           

  - A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.                         

   - A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.                              

  - An international organization or any agency, or instrumentality thereof.

    - A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.                                            

- A real estate investment trust.                                       

- A common trust fund operated by a bank under section 584(a).          

  - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(l).                                                 

- An entity registered at all times under the Investment Company Act of 
1940.                                                               

- A foreign central bank of issue.                                      

Payments of dividends and patronage dividends not generally subject to  
backup withholding include the following:                                       

   - Payments to nonresident aliens subject to withholding under section 1441.

 - Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.                    

  - Payments of patronage dividends where the amount received is not paid in
money.                                                              

- Payments made by certain foreign organizations.                       

- Payments made to a nominee.                                           

    Payments of interest not generally subject to backup withholding include the
following                                                                       

  - Payments of interest on obligations issued by individuals. Note: You may
    be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.  

    - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).                                                       

- Payments described in section 6049(b)(5) to non-resident aliens.      

- Payments on tax-free covenant bonds under section 1451.               

- Payments made by certain foreign organizations.                       

- Payments made to a nominee.                                           

Exempt payees described above should file Form W-9 to avoid possible    
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR       
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND     
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE   
DIVIDENDS, ALSO SIGN AND DATE THE FORM.                                         

Certain payments other than interest, dividends and patronage dividends,
that are not subject to information reporting are also not subject to backup    
withholding. For details, see the regulations under sections 6041, 6041A(a),    
6045, and 6050A.                                                                

PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give tax-payer identification numbers to payers  
who must report for payments to IRS. IRS uses the numbers for identification    
purposes. Payers must be given the numbers whether or not recipients are        
required to file tax returns. Beginning January 1, 1994, payers must generally  
withhold 31% of taxable interest, dividend, and certain other payments to a     
payee who does not furnish a taxpayer identification number to a payer. Certain 
penalties may also apply.                                                       

PENALTIES                                                                       

    (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject 
to a penalty of $50 for each such failure unless your failure is due to         
reasonable cause and not to willful neglect.                                    

    (2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you fail
to include any portion of an includible payment for interest, dividends, or     
patronage dividends in gross income, such failure will be treated as being due  
to negligence and will be subject to a penalty of 5% on any portion of an       
underpayment attributable to that failure unless there is clear and convincing  
evidence to the contrary.                                                       

  (3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If
you make a false statement with no reasonable basis which results in no         
imposition of backup withholding, you are subject to a penalty of $500.         

(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying          
certifications or affirmations may subject you to criminal penalties including  
fines and/or imprisonment.                                                      

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL  
REVENUE SERVICE.                                                                

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                                                                    EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY 
FOR 
9 1/4% SENIOR SUBORDINATED NOTES DUE 2007 
OF

PARK-OHIO INDUSTRIES, INC.

CUSIPS 700677AC1 AND 700677AF4

As set forth in the prospectus dated July 27, 1999, of Park-Ohio      
Industries, Inc. (the "Company") and in the accompanying Letter of Transmittal  
and instructions thereto, this form or one substantially equivalent must be used
to accept the Company's offer to exchange all of its outstanding 9 1/4% Senior  
Subordinated Notes due 2007 Series B and Series C (the "Outstanding Notes") for 
its 9 1/4% Senior Subordinated Notes due 2007, Series D which have been         
registered under the Securities Act of 1933, if certificates for the Outstanding
Notes are not immediately available or if the Outstanding Notes, the Letter of  
Transmittal or any other documents required thereby cannot be delivered to the  
Exchange Agent, or the procedure for book-entry transfer cannot be completed,   
prior to 5:00 P.M., New York City time, on August 26, 1999 (the "Expiration     
Date"). This form may be delivered by an Eligible Institution by hand or        
transmitted by facsimile transmission, overnight courier or mail to the Exchange
Agent as set forth below.                                                       

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 26,  
1999, UNLESS THE OFFER IS EXTENDED. TENDERS OF OUTSTANDING NOTES MAY BE         
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.                

To: Norwest Bank Minnesota, National Association, The Exchange Agent

                                                        [Enlarge/Download Table]
                                                                                          
      By Registered or Certified Mail:                    By Overnight Courier:           
Norwest Bank Minnesota, National Association  Norwest Bank Minnesota, National Association
         Corporate Trust Operations                    Corporate Trust Operations         
                P.O. Box 1517                                Norwest Center               
         Minneapolis, MN 55480-1517                        Sixth and Marquette            
                                                       Minneapolis, MN 55479-0113         
                  By Hand:                                    By Facsimile:               
Norwest Bank Minnesota, National Association  Norwest Bank Minnesota, National Association
         Corporate Trust Operations                    Corporate Trust Operations         
         Northstar East, 12th Floor                          (612) 667-4927               
               608 2nd Avenue                             Confirm by telephone:           
            Minneapolis, MN 55402                            (612) 667-9764               

------------------------

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A
FACSIMILE, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY. 

    This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Outstanding Notes is required to be  
guaranteed by an "Eligible Institution" under the instructions thereto, such    
signature guarantee must appear in the applicable space provided in the Letter  
of Transmittal.                                                                 

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Ladies and Gentlemen:                                                           

The undersigned hereby tenders to Park-Ohio Industries, Inc. (the     
"Company"), upon the terms and subject to the conditions set forth in the       
prospectus and the Letter of Transmittal (which together constitute the         
"Exchange Offer"), receipt of which is hereby acknowledged, Outstanding Notes   
pursuant to the guaranteed delivery procedures set forth in Instruction I of the
Letter of Transmittal.                                                          

The undersigned understands that tenders of Outstanding Notes will be 
accepted only in principal amounts equal to $1,000 or integral multiples        
thereof. The undersigned understands that tenders of Outstanding Notes pursuant 
to the Exchange Offer may be withdrawn only in accordance with the procedures   
set forth in "The Exchange Offer -- Withdrawal of Tenders" section of the       
prospectus.                                                                     

    All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the   
undersigned and every obligation of the undersigned under this Notice of        
Guaranteed Delivery shall be binding upon the heirs, personal representatives,  
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.                                       

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.

                                                        [Enlarge/Download Table]
                                                                                            
Certificate No(s). for Outstanding Notes (if                                                
available)                                     Address                                      

---------------------------------------------  ---------------------------------------------

---------------------------------------------  ---------------------------------------------
Principal Amount of Outstanding Notes          Area Code and Tel. No.                       

---------------------------------------------  ---------------------------------------------

---------------------------------------------  ---------------------------------------------
Name(s) of Record Holder(s)                    Signature(s)                                 

---------------------------------------------  ---------------------------------------------

---------------------------------------------  ---------------------------------------------
                                               Dated:                                       

                                               ---------------------------------------------
                                               If Outstanding Notes will be delivered by    
                                               book-entry transfer at the Depository Trust  
                                               Company,                                     
                                               Depository Account No:                       

                                               ---------------------------------------------

This Notice of Guaranteed Delivery must be signed by the registered   
holder(s) of Outstanding Notes exactly as its (their) name(s) appear on         
certificates for Outstanding Notes or on a security position listing as the     
owner of Outstanding Notes, or by person(s) authorized to become registered     
holder(s) by endorsements and documents transmitted with this Notice of         
Guaranteed Delivery. If signature is by a trustee, executor, administrator,     
guardian, attorney-in-fact, officer or other person acting in a fiduciary or    
representative capacity, such person must provide the following information:    

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PLEASE PRINT NAME(S) AND ADDRESS(ES)

NAME(S):                                                                        
................................................................................
................................................................................
................................................................................

CAPACITY:                                                                       
................................................................................

ADDRESS(ES):                                                                    
................................................................................
................................................................................

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GUARANTEE 

(Not To Be Used for Signature Guarantee)

     The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an   
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the   
Securities Exchange Act of 1934, hereby                                         

(a) represents that the above named person(s) "own(s)" the Outstanding
Notes tendered hereby within the meaning of Rule 14e-4 under the Exchange Act,  

 (b) represents that such tender of Outstanding Notes complies with Rule
14e-4 under the Exchange Act and                                                

    (c) guarantees that delivery to the Exchange Agent of certificates for the
Outstanding Notes tendered hereby, in proper form for transfer (or confirmation 
of the book-entry transfer of such Outstanding Notes into the Exchange Agent's  
account at the Depository Trust Company, pursuant to the procedures for book-   
entry transfer set forth in the prospectus), with delivery of a properly        
completed and duly executed Letter of Transmittal (or manually signed facsimile 
thereof) with any required signatures and any other required documents, will be 
received by the Exchange Agent at one of its addresses set forth above within   
five Nasdaq National Market trading days after the Expiration Date.             

     THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND OUTSTANDING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME     
PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE
UNDERSIGNED.                                                                    

Name of Firm:                                                                   
            ------------------------------------------------------------------
Address:                                                                        
        ----------------------------------------------------------------------
        (Zip Code)

Area Code and Tel. No.:                                                         
                      --------------------------------------------------------
Authorized Signature:                                                           
                    ----------------------------------------------------------
Name:                                                                           
     -------------------------------------------------------------------------
      (Please Type or Print)

Title:                                                                          
     -------------------------------------------------------------------------
Date:                                                                           
---------------------------------------                             

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS FORM; OUTSTANDING NOTES SHOULD BE 
 SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE
    EXCHANGE AGENT WITHIN FIVE NASDAQ NATIONAL MARKET TRADING DAYS AFTER THE
EXPIRATION DATE.                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B4’ Filing		Date		First		Last			Other Filings
		12/1/07		10		58
		6/15/04		39		113
		12/1/02		10		58
		4/30/01		40		113
		12/31/00		92					10-K405
		12/1/00		10		59
		12/31/99		12		100			10-K405
		12/1/99		1		58
		9/30/99		19		41			10-Q
		8/26/99		1		135
Filed on:		7/27/99		1		135
		6/17/99		57
		6/15/99		101		110
		6/14/99		57
		6/8/99		18
		6/3/99		40
		6/2/99		1		120
		6/1/99		56
		4/30/99		40
		3/31/99		6		100			10-Q
		2/17/99		7
		2/15/99		103
		2/11/99		57
		2/10/99		57
		2/8/99		56
		1/29/99		7		25
		1/4/99		7		25
		1/1/99		25		98
		12/31/98		6		119			10-K405
		12/15/98		101		110
		11/2/98		40		84
		10/8/98		6		27
		6/15/98		101		110
		6/10/98		100		110
		6/1/98		113
		5/28/98		101		110
		4/14/98		27
		4/13/98		6
		3/31/98		11		95
		2/20/98		101		110
		1/1/98		13		27
		12/31/97		6		119
		11/25/97		1		120
		8/1/97		37		111
		12/31/96		6		119
		7/31/96		112
		1/1/96		106		111
		1/1/94		37		134
		10/15/93		111
		5/14/93		29
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