1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
{X} ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1999
or
{ } TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____ to _____
Commission file number 0-3134
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
INDIVIDUAL ACCOUNT RETIREMENT PLAN OF PARK-OHIO
INDUSTRIES, INC. AND OTHER SPONSORING CORPORATIONS
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
PARK-OHIO HOLDINGS CORP.
23000 EUCLID AVENUE
CLEVELAND, OHIO 44117
Page 1
2
INDEX
PAGE (S)
Report of Independent Auditors................................................................... F-1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits.................................................. F-2
Statement of Changes in Net Assets Available for Benefits........................................ F-3
Notes to Financial Statements.................................................................... F-4--F-9
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4i--Schedule of Assets Held for
Investment Purposes at December 31, 1999...................................................... F-10
EXHIBITS
Exhibit
Number Description
- --------------- -----------------------------------------------------------
23 Consent of Independent Auditors
* Other supplemental schedules required by Section 2520.103-10
of the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they
are not applicable
Page 2
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934. The
Administrator of the Plan has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
Individual Account
Retirement Plan of
Park-Ohio Industries, Inc.
and Other Sponsoring
Corporations
Date: June 13, 2000
By /s/ Richard P. Elliott
-------------------------
Richard P. Elliott
Vice President and Chief
Financial Officer
Page 3
4
Report of Independent Auditors
Plan Administrative Committee
Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and Other
Sponsoring Corporations
We have audited the accompanying financial statements of the Individual Account
Retirement Plan of Park-Ohio Industries, Inc. and Other Sponsoring Corporations
as of December 31, 1999 and 1998, and for the year ended December 31, 1999, as
listed in the table of contents. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 1999 is presented for the
purposes of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the 1999 financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 9, 2000
F-1
5
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Statements of Net Assets Available for Benefits
DECEMBER 31
1999 1998
-------------------------------
ASSETS
Investments, at fair value:
Mutual Funds ........................ $57,261,438 $40,124,078
KeyCorp EB Money Market Fund ........ -- 57,613
Park-Ohio Holdings Corp. Common Stock 3,059,137 2,301,254
Participant loans ................... 1,023,133 755,056
-------------------------------
Total investments ...................... 61,343,708 43,238,001
Receivables:
Employer contribution receivable .... 115,285 88,455
Employee contribution receivable .... 351,874 253,019
-------------------------------
Total receivables ...................... 467,159 341,474
-------------------------------
NET ASSETS AVAILABLE FOR BENEFITS ...... $61,810,867 $43,579,475
===============================
See notes to financial statements.
F-2
6
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
ADDITIONS
Dividend and interest income ....... $ 4,812,308
Contributions from employer ........ 1,185,007
Contributions from participants .... 3,866,013
Transfer from other plans .......... 11,097,911
Realized and unrealized appreciation
in fair value of investments .... 2,780,732
-----------
23,741,971
DEDUCTIONS
Distributions to participants ...... (5,463,531)
Trustee fees and expenses .......... (47,048)
-----------
Net increase ....................... 18,231,392
Net assets available for benefits
at beginning of year ............ 43,579,475
-----------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR .................. $ 61,810,867
============
See notes to financial statements.
F-3
7
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Notes to Financial Statements
December 31, 1999
A. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accounting records of the Individual Account Retirement Plan (the "Plan")
are maintained on the accrual basis.
INVESTMENT VALUE AND INCOME RECOGNITION
Purchases of investments are recorded at cost and revalued to market values at
the close of each day by the Plan Trustee. All investments are under the control
and management of Key Trust Company of Ohio N.A., the Trustee of the Plan.
Purchases and sales are accounted for on the trade date.
Investment income and realized and unrealized gains and losses are reported as
net income derived from investment activities and are allocated among the
individual accounts in proportion to their respective balances immediately
preceding the valuation date.
Realized gains and losses are calculated based upon historical cost of
securities using the average cost method.
The investments in the common stock of Park-Ohio Holdings Corp., the parent
company of Park-Ohio Industries, Inc., (collectively referred to as the
"Company"), KeyCorp Victory Value Fund, KeyCorp Victory Intermediate Income Bond
Fund, Putnam New Opportunities Fund, Templeton Growth Fund, and George Putnam
Fund of Boston are valued as of the last reported trade price on the last
business day of the period.
Investments in the KeyCorp Prism Money Market Fund are valued at market, which
consider adjustments to the fund value for investment income and trustee
expenses.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to current year
presentation.
F-4
8
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN
The Plan, adopted by the Company effective January 1, 1985, is a defined
contribution plan. The Plan generally provides that an employee who is in
service of a division or group to which Park-Ohio Industries, Inc. has extended
eligibility for membership in the Plan (other than a temporary employee or
employees covered by a collective bargaining agreement that does not specify
coverage under the Plan) will be eligible to participate after completion of the
probationary period which generally occurs after 30 days of continuous
employment.
Individual accounts are maintained for all participants. All amounts are
credited or charged to an account in terms of full and fractional investment
units at the investment unit values determined as of the transaction date. Each
participant designates how his share of the contributions is to be allocated
among the investment funds of the Plan.
The Plan provides for contributions to be made to the Plan pursuant to a
qualified cash or deferred arrangement under Section 401(k) of the Internal
Revenue Code. if a participant elects to have contributions made for him
pursuant to such an arrangement, his compensation is reduced by the amount of
such contributions elected and the employer makes Plan contributions equal to
the amount of the reduction.
Effective May 1, 1999, The Metalloy Corporation 401(k) Profit Sharing Plan and
Trust and The Metalloy Corporation Hourly Employees' 401(k) Plan (collectively
referred to as the "Metalloy Plans") were merged with the Individual Account
Retirement Plan of Park-Ohio Industries, Inc. and Other Sponsoring Corporations.
The assets transferred to Key Trust Company of Ohio, N.A. on May 5, 1999 had a
market value of approximately $10.8 million. Participants became eligible for
the Individual Account Retirement Plan as of April 1, 1999, at which time
contributions to the Metalloy Plans were frozen.
The Company may terminate the Plan at any time by resolution of its Board of
Directors. In the event of the termination of the Plan, the beneficial interests
of all participants under the Plan shall become fully vested.
Information about the Plan is contained in the Plan document, which is available
from the Company's Plan Administrative Committee.
F-5
9
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Notes to Financial Statements--Continued
C. CONTRIBUTIONS
Contributions by employees to the Plan are made via payroll deductions.
Employees may contribute up to 16% of their compensation on a pre-tax basis, not
to exceed $10,000, the IRS maximum contribution for 1999 and 1998. Employee
contributions are fully vested and non-forfeitable at all times.
The Plan provides for uniform rates of employer contributions for eligible
employees, so that each participant is entitled to a basic contribution up to
two percent of credited compensation paid by the employer. The basic
contribution is allocated among the investment options based on individual
participant's investment allocation designation.
Contributions refundable to participants represent current year contributions
and earnings on such deposits that must be returned to employees to ensure Plan
compliance with additional limitations in the Internal Revenue Code on
contributions by highly compensated individuals. Employee contributions and the
contribution receivable are shown net of the amounts refundable. The total
contributions refundable to participants were $13,413 and $10,911 in 1999 and
1998, respectively.
Participants of the Plan can make changes to their account via the telephone,
through the Trust Talk System of Key Trust Company. The current provision of the
system permits a participant to change investment allocation percentages daily
and change payroll deferral percentages on the first day of every quarter.
D. PARTICIPANT LOANS
A participant may borrow from employee 401(k) contributions and earnings a
minimum of $1,000 and a maximum of the lesser of 50% of the participant's
eligible account or $50,000. Loan repayments are made via payroll deductions on
after-tax dollars, which commence thirty to sixty days after receipt and
acceptance of the loan check. Terms of the participant loan are five years for a
personal loan and 15 years for a mortgage loan, with interest payable at prime
plus one percent.
F-6
10
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Notes to Financial Statements--Continued
E. INVESTMENTS
Investments that represent 5% or more of fair value of the Plan's net assets are
as follows:
DECEMBER 31
1999 1998
-------------------------------------
KeyCorp Victory Value Fund $ 25,239,920 $ 22,635,366
KeyCorp Victory Intermediate Income Bond Fund 3,212,176 3,411,089
KeyCorp Prism Money Market Fund 8,905,805 6,081,282
Putnam New Opportunities Fund 13,096,364 3,128,695
George Putnam Fund of Boston 3,942,452 3,383,843
Park-Ohio Holdings Corp.
Common Stock 3,059,137 2,301,254
During 1999, the Plan's investments (including investment purchased, sold as
well as held during the year) appreciated in fair value as determined by quoted
market prices as follows:
Net Realized
and Unrealized
Appreciation/
(Depreciation)
in Fair Value of
Investment
-----------------------
Common stock $ (835,687)
Mutual funds 3,616,419
-----------------------
TOTAL $ 2,780,732
=======================
F-7
11
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Notes to Financial Statements--Continued
F. BENEFITS
A participant is entitled to receive the full value of his account upon (1)
normal retirement at age 65; (2) attainment of at least age 55 and 10 years of
service; (3) death, or total and permanent disability as determined by the Plan
Administrator upon the basis of competent medical opinion, or (4) termination of
employment after seven years of credited service. Such benefits may be paid in a
lump sum cash payment or through the purchase of a single premium annuity
contract.
In the event of termination of employment, a participant has a vested right in
his share of the Company's contributions determined as follows:
Vested
Credited Vesting Service Percentage
- -----------------------------------------------------------------
Less than 3 years 0%
At least 3 years but less than 4 years 20
At least 4 years but less than 5 years 40
At least 5 years but less than 6 years 60
At least 6 years but less than 7 years 80
7 years or more 100
The portion of the Company's contributions that are not vested in such
terminated participants will generally be forfeited and may be used to reduce
the Company's future contributions to the Plan. The total of forfeited
contributions by participants was $105,979 and $73,411, and contributions
required by the employer were reduced by $142,847 and $70,578 in 1999 and 1998,
respectively. The balance of forfeited amounts available to the Company to
reduce future contributions was $38,337 and $75,205 at December 31, 1999 and
1998, respectively.
A participant may withdraw in cash a portion of his contributions subject to
certain limitations and restrictions. The hardship withdrawal may be used to
purchase a principal residence, avoid foreclosure on a mortgage, or pay bona
fide medical or education expenditures.
F-8
12
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
Notes to Financial Statements--Continued
G. TRANSFER OF ASSETS
Effective January 1, 1996, former participants in the RB&W Employee Stock
Ownership Plan who are active participants in the Plan, have the option of
transferring their balances from the RB&W Employee Stock Ownership Plan to the
Plan. The value of assets transferred to the Plan during the year were $88,220
in 1999 and $7,615 in 1998.
H. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Key Trust Company
of Ohio N.A., the Trustee of the Plan. Therefore, these transactions qualify as
party-in-interest. Fees paid by the Plan for the investment management services
amounted to $47,048 for the year ended December 31, 1999.
I. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 30, 1996, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code"), and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
F-9
13
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and Other Sponsoring Corporations
EIN 346520107 Plan 011
Schedule H, Line 4i--Schedule of Assets Held
for Investment Purposes At End of Year
December 31, 1999
Identity of Issuer, Borrower Current
or Similar Party Description of Investment Value
- ------------------------------------------------------------------------------------------------------------------
Key Trust Company of Ohio N.A.* Victory Value Fund;
1,470,858 units $ 25,239,920
Key Trust Company of Ohio N.A.* Victory Intermediate Income
Bond Fund; 349,150 units 3,212,176
Key Trust Company of Ohio N.A.* Prism Money Market Fund;
708,734 units 8,905,805
Key Trust Company of Ohio N.A.* Putnam New Opportunities Fund;
143,979 units 13,096,364
Key Trust Company of Ohio N.A.* Templeton Growth Fund;
143,523 units 2,864,721
Key Trust Company of Ohio N.A.* George Putnam Fund of Boston;
242,165 units 3,942,452
Park Ohio Holdings Corp.* 309,786 shares of common stock 3,059,137
Participant loans Interest rates ranging from
9.25% to 9.50% 1,023,133
--------------------
$ 61,343,708
====================
*Indicates party-in-interest to the Plan.
F-10
