Park Ohio Holdings Corp – ‘SC 14D1/A’ on 7/28/97 re: Arden Industrial Products Inc

As of:  Monday, 7/28/97   ·   Accession #:  950152-97-5393   ·   File #:  5-44801

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1/A   Park Ohio/Arden Industrial Sc 14D-1/Amendment #1       8     17K 
 2: EX-8.A      Opinion re: Tax Matters                                1      6K 

SC 14D1/A   —   Park Ohio/Arden Industrial Sc 14D-1/Amendment #1
Document Table of Contents

SC 14D1/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1   
(FINAL AMENDMENT)   
TO  
SCHEDULE 14D-1  
TENDER OFFER STATEMENT  
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)   
AND   
SCHEDULE 13D  
UNDER THE SECURITIES EXCHANGE ACT OF 1934   

ARDEN INDUSTRIAL PRODUCTS, INC.   
(NAME OF SUBJECT COMPANY)   

PARK-OHIO INDUSTRIES, INC.  
P O ACQUISITION CORPORATION   
(BIDDERS)   

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

COMMON SHARES, PAR VALUE $.01 PER SHARE   
(TITLE OF CLASS OF SECURITIES)

 039780101
(CUSIP NUMBER)

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

RONALD J. COZEAN, ESQ.
PARK-OHIO INDUSTRIES, INC.
 23000 EUCLID AVENUE
 CLEVELAND, OHIO 44117
(216) 692-7200

 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)

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

COPY TO:
MARY ANN JORGENSON, ESQ.
SQUIRE, SANDERS & DEMPSEY L.L.P.
4900 KEY TOWER
 127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1304
(216) 479-8500

 CALCULATION OF FILING FEE

                                                                [Download Table]

TRANSACTION VALUATION*                                AMOUNT OF FILING FEE
                                                                          
    $41,936,736                                            $8,387         

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SC 14D1/A
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*        For purposes of calculating amount of filing fee only. The amount      
     assumes the purchase of 6,989,456 Common Shares, par value $.01 per
    share of Arden Industrial Products, Inc., at $6.00 net in cash per
   share. The amount of the filing fee calculated in accordance with
        Regulation 240.0-11 of the Securities Exchange Act of 1934 equals 1/50
of 1% of the value of the shares to be purchased.             

[X]      Check box if any part of the fee is offset as provided by Rule         
      0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.   

                                                        [Enlarge/Download Table]
                                                                                                                  
Amount Previously Paid:  $8,387          Filing Party:  PARK-OHIO INDUSTRIES, INC. and P O ACQUISITION CORPORATION
Form or Registration No.: Schedule 14D-1   Date Filed:  June 26, 1997                                             

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CUSIP NO. 039780101                14D-1                                        

1        NAME OF REPORTING PERSON:                                              

P O Acquisition Corporation                                   

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                       

                                                                     (a) [ ]
                                                                     (b) [ ]
3        SEC USE ONLY:                                                          

4        SOURCES OF FUNDS:                                                      

AF                                                            

5        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
       PURSUANT TO ITEMS 2(e) OR 2(f).                                   [ ]

6        CITIZENSHIP OR PLACE OF ORGANIZATION:                                  

Minnesota                                                     

7        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON:                                                       

6,882,532                                                     

8        CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN              
       SHARES:                                                           [ ]

9        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):                     

Approximately 98.5%                                           

10       TYPE OF REPORTING PERSON:                                              

CO                                                            

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SC 14D1/A
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CUSIP NO. 039780101                14D-1                                        

1        NAME OF REPORTING PERSON:                                              

Park-Ohio Industries, Inc. (34-6520107)                       

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                       

                                                                       (a) [ ]
                                                                       (b) [ ]

3        SEC USE ONLY:                                                          

4        SOURCES OF FUNDS:                                                      

BK                                                            

5        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
        PURSUANT TO ITEMS 2(e) OR 2(f).                                    [ ]

6        CITIZENSHIP OR PLACE OF ORGANIZATION:                                  

Ohio                                                          

7        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON:                                                       

6,882,532                                                     

8        CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN              
        SHARES:                                                            [ ]

9        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):                     

Approximately 98.5%                                           

10       TYPE OF REPORTING PERSON:                                              

CO                                                            

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SC 14D1/A
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     This Amendment No. 1 (Final Amendment) to Schedule 14D-1 amends and
supplements the Tender Offer Statement (the "Statement") of P O Acquisition     
Corporation, a Minnesota corporation (the "Purchaser") and Park-Ohio            
Industries, Inc., an Ohio corporation (the "Parent") filed on June 26, 1997,    
relating to the offer by the Purchaser to purchase all outstanding Common       
Shares, par value $.01 per share, of Arden Industrial Products, Inc., a         
Minnesota corporation, as set forth in the Statement. This filing constitutes   
the final amendment to the Statement. Capitalized terms not defined herein have 
the meanings assigned thereto in the Statement.                                 

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SC 14D1/A
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ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                         

        The information set forth in Item 6 of the Statement is hereby amended
and supplemented by the following:                                              

     At 5:00 p.m., New York City time, on Friday, July 25, 1997, the Offer
expired.  Based on a preliminary count, approximately 6,882,532 Shares were     
tendered pursuant to the Offer, of which 168,764 were tendered pursuant to      
notices for guaranteed delivery.  On July 25, 1997, effective as of 5:01 p.m.,  
New York City time, all Shares validly tendered and not withdrawn were accepted 
for payment by the Purchaser, subject to the terms of the Offer.                

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SC 14D1/A
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ITEM 10.  ADDITIONAL INFORMATION.                                               

   The information set forth in Item 10 of the Statement is hereby
amended and supplemented by the following:                                      

  The text of the press release issued by Parent on July 28, 1997 is
attached hereto as Exhibit (a)(8) and is incorporated herein by reference.      

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.                                     

(a)(8)   Text of Press Release                                

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SC 14D1/A
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 SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct. 

Dated:  July 28, 1997                PARK-OHIO INDUSTRIES, INC.                 

                  By:  /s/ James S. Walker
                              ------------------------------
                Name:  James S. Walker
                Title:  Vice President

                     P O ACQUISITION CORPORATION

                  By:  /s/ James S. Walker
                              ------------------------------
                Name:  James S. Walker
                Title:  Vice President

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/28/97		7		8
		7/25/97		6					8-K
		6/26/97		2		5			SC 14D1,  SC 14D9
									List all Filings