Edgar Filing: PARK OHIO HOLDINGS CORP

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12

PARK-OHIO HOLDINGS CORP.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

PARK-OHIO HOLDINGS CORP.

23000 EUCLID AVENUE
EUCLID, OHIO 44117

NOTICE OF 2003 ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2003 annual meeting of shareholders of
Park-Ohio Holdings Corp., an Ohio corporation (the "Company"), will be held at
The Manor, 24111 Tungsten Road, Euclid, Ohio, on Thursday, May 22, 2003, at
10:00 A.M., Cleveland Time, for the following purposes:

1. Election of Directors. To elect three directors, as set forth in the
accompanying proxy statement, to serve for a term expiring at the annual
meeting of shareholders in the year 2006;

2. Other Business. To act on such other matters as may be properly brought
before the annual meeting or any adjournments, postponements or
continuations thereof.

Only shareholders of record at the close of business on March 27, 2003 are
entitled to notice of and to vote at the meeting. Please note that if you plan
to attend the annual meeting, you may be asked to present a valid picture
identification.

All shareholders are invited to attend the annual meeting. To ensure your
representation at the annual meeting, however, you are urged to mark, sign and
return the enclosed proxy in the accompanying envelope, regardless of whether
you expect to attend the annual meeting. No postage is required if mailed in the
United States. Your proxy will not be used if you attend the annual meeting and
vote in person.

By Order of the Board of Directors

ROBERT D. VILSACK
Secretary and General Counsel

April 14, 2003

PARK-OHIO HOLDINGS CORP.

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 2003

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the annual
meeting of shareholders of the Company to be held at The Manor, 24111 Tungsten
Road, Euclid, Ohio, on Thursday, May 22, 2003, at 10:00 A.M., Cleveland Time,
and any and all adjournments, postponements or continuations thereof. This proxy
statement and the accompanying Notice of 2003 Annual Meeting of Shareholders and
proxy are first being mailed to shareholders on or about April 14, 2003. A
shareholder giving a proxy may revoke it, without affecting any vote previously
taken, by a later appointment received by the Company or by giving notice to the
Company in writing or in open meeting. Attendance at the meeting will not in
itself revoke a proxy. Shares represented by properly executed proxies will be
voted at the meeting. If a shareholder has specified how the proxy is to be
voted with respect to a matter listed on the proxy it will be voted in
accordance with such specifications, and if no specification is made the
executed proxy will be voted "FOR" the election of the nominees for directors.
The Company's Articles of Incorporation do not provide for cumulative voting in
the election of directors.

The record date for the determination of shareholders entitled to notice of
and to vote at the 2003 annual meeting is March 27, 2003. As of March 27, 2003,
there were issued and outstanding 10,496,191 shares of the Company's common
stock, par value $1.00 per share (the "Common Stock"). Each share has one vote.

So far as the Company is aware, no matters other than those described in
this proxy statement will be presented to the meeting for action on the part of
the shareholders. If any other matters are properly brought before the meeting,
of which we did not have notice of on or prior to March 1, 2003, or that
applicable law otherwise permits proxies to vote on a discretionary basis, it is
the intention of the persons named in the accompanying proxy to vote the shares
to which the proxy relates thereon in accordance with their best judgment.
Abstentions and broker non-votes will be counted as present at the meeting for
purposes of determining a quorum, but will not be counted as voting, except as
otherwise required by law and indicated herein.

The cost of soliciting proxies, including the charges and expenses incurred
by persons holding shares in their name as nominee for the forwarding of proxy
materials to the beneficial owners of such shares, will be borne by the Company.
Proxies may be solicited by officers and employees of the Company, by letter, by
telephone or in person. Such individuals will not be additionally compensated
but may be reimbursed by the Company for reasonable out-of-pocket expenses
incurred in connection therewith. In addition, the Company has retained Morrow &
Co., Inc., a professional proxy soliciting firm, to assist in the solicitation
of proxies and will pay such firm a fee, estimated to be $4,000, plus
reimbursement of out-of-pocket expenses.

ELECTION OF DIRECTORS

GENERAL

The authorized number of directors of the Company is presently fixed at
nine, divided into three classes of three members, respectively. The directors
of each class are elected for three-year terms so that the term of office of one
class of directors expires at each annual meeting. Proxies may only be voted for
the nominees identified in the section entitled "Nominees for Election."

The class of directors to be elected in 2003, who will hold their positions
for a term of three years and until the election of their successors, has been
fixed at three. Unless otherwise directed, proxies in the accompanying form will
be voted in favor of electing to that class: Matthew V. Crawford, Lewis E.
Hatch, Jr. and Lawrence O. Selhorst. Messrs. M. Crawford, Hatch and Selhorst
have previously been elected as directors by you. The persons named in the
accompanying proxy will vote the proxies received by them (unless authority to
vote is withheld) for the election of Matthew V. Crawford, Lewis E. Hatch, Jr.
and Lawrence O. Selhorst. If any nominee is not available at the time of
election, the proxy holders may vote in their discretion for a substitute or
such vacancy may be filled later by the Board. The Company has no reason to
believe any nominee will be unavailable.

As a result of Mr. E. Crawford moving to the class of directors to be
elected in 2002 and the resignation of Mr. T.E. McGinty, two vacancies exist in
the class of directors whose term expires in 2004, since suitable candidates
have not been identified to fill those vacancies. However, a search continues
for qualified directors.

RECOMMENDATION AND VOTE REQUIRED

The affirmative vote of a plurality of the shares of Common Stock
represented at the meeting is required to elect Matthew V. Crawford, Lewis E.
Hatch, Jr. and Lawrence O. Selhorst as directors of the Company to serve until
the annual meeting of shareholders in the year 2006.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" MATTHEW V.
CRAWFORD, LEWIS E. HATCH, JR. AND LAWRENCE O. SELHORST AS DIRECTORS.

BIOGRAPHICAL INFORMATION

Information is set forth below regarding the nominees for election and the
directors who will continue in office as directors of the Company after the
meeting, including their ages, principal occupations during the past five years
and other directorships presently held. Also set forth is the date each was
first elected as a director of the Company or a corporation that has been merged
into the Company.

NOMINEES FOR ELECTION
----------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------

Matthew V. Crawford 33 Director of the Company since 1997; Senior Vice President of
the Company since 2001; Assistant Secretary and Corporate
Counsel of the Company February, 1995 to 2001; President of
Crawford Group, Inc. (manufacturing business) since 1995;
Mr. E. Crawford is the father of Mr. M. Crawford

Lewis E. Hatch, Jr.+# 76 Director of the Company since 1992; Business Consultant
since 1993; former director ImageMax, Inc. (image storage
service company) from 1997 - 2002 and Chairman from
9/1998 - 6/1999; former Director of Teleflex, Inc. (designer
and manufacturer of high performance products) from
1976 - 1999; former Chairman and Chief Operating Officer,
Rusch International (international medical device company)
from 1985 - 1992

Lawrence O. Selhorst# 70 Director of the Company since 1995; Chairman of the Board
since 1968 and Chief Executive Officer from 1968-2002 of
American Spring Wire Corp. (spring wire manufacturer);
former Chairman of the Board of RB&W Corporation (fastener
manufacturer and distributor) from September, 1992 to March,
1995

DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2004
----------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------

James W. Wert*# 56 Director of the Company since 1992 and Vice Chairman of the
Company since 2002; President, Clanco Management Corporation
(financial services company) since 2000; formerly Senior
Executive Vice President and Chief Investment Officer,
KeyCorp (financial services company) from 1995 to 1996 and
Chief Financial Officer, KeyCorp and predecessor companies
from 1990 to 1995. Director of Continental Global Group,
Inc., Marlin Leasing Corp. and Paragon Holdings, Inc.

DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2005
----------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------

Edward F. Crawford*(1) 63 Director, Chairman and Chief Executive Officer of the
Company since 1992 and President of the Company since 1997;
Chairman, Crawford Group, Inc. (manufacturing businesses)
since 1964; Director of Continental Global Group, Inc.

Kevin R. Greene+ 44 Director of the Company since 1998; Chairman and Chief
Executive Officer of BPC Group, Inc.. (international
investment banking firm) since 1992; Chairman and CEO of
Capital Resource Holdings L.L.C. (pension consultant) since
1999; formerly a management consultant with McKinsey &
Company (consulting firm).

Ronna Romney 59 Director of the Company since 2001; former political and
news commentator for radio and television; author; U.S.
Senate Candidate for Michigan 1996; former Chairperson for
President's Commissions on White House Fellowships and The
White House Commission Presidential Scholars; former
Commissioner on President's National Advisory Council on
Adult Education; Director of Molina Healthcare, Inc.

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

* Member, Executive Committee
+ Member, Audit Committee
# Member, Compensation Committee
(1) Mr. E. Crawford had been elected in 2001 for a term expiring in 2004 but
moved to the Class of Directors with term expiring in 2005 as a result of
board vacancies.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to
beneficial ownership of the Common Stock of the Company by: (i) each person (or
group of affiliated persons) known to the Company to be the beneficial owner of
more than five percent of the outstanding Common Stock; (ii) each director of
the Company; (iii) each Named Executive Officer individually; and (iv) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, the information is as of March 31, 2003 and the nature of beneficial
ownership consists of sole voting and investment power.

SHARES OF
COMMON STOCK SHARES ACQUIRABLE PERCENT
NAME OF BENEFICIAL OWNER CURRENTLY OWNED WITHIN 60 DAYS(1) OF CLASS
------------------------ --------------- -------------------- --------

Edward F. Crawford.................... 2,482,248(a)(b) 300,000 26.5%
Matthew V. Crawford................... 708,701(b)(c) 141,666 8.1%
James W. Wert......................... 135,000 45,000 1.7%
Lawrence O. Selhorst.................. 0 39,000 *
Ronald J. Cozean...................... 5,000(c) 53,333 *
Patrick W. Fogarty.................... 5,617(c)(f) 38,666 *
Lewis E. Hatch........................ 14,060 33,000 *
Kevin R. Greene....................... 10,000 33,000 *
Richard P. Elliott.................... 12,500(c) 1,666 *
Ronna Romney.......................... 1,000 15,000 *
GAMCO Investors, Inc.................. 1,555,433(d) 14.8%
Dimensional Fund Advisors, Inc........ 844,917(e) 8.0%
Directors and executive officers as a
group (10 persons).................. 3,275,025 700,331 37.8%

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

* Less than one percent.

(1) Reflects the number of shares that could be purchased by exercise of options
available at March 31, 2003 or within 60 days thereafter.

(a) The total includes 2,325,000 shares over which Mr. E. Crawford has sole
voting and investment power, 22,500 shares owned by L'Accent de Provence of
which Mr. E. Crawford is President and owner of 25% of its capital stock and
over which Mr. E. Crawford shares voting and investment power, 17,000 shares
owned by EFC Properties, Inc. of which Mr. E. Crawford is the President and
has sole 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 total includes 9,147 shares held under the Individual Account Retirement
Plan of Park-Ohio Industries, Inc. and Its Subsidiaries as of December 31,
2002. The address of Mr. E. Crawford is the business address of the Company.

(b) Messrs. E. Crawford and M. Crawford have shared voting power and investment
power with respect to 46,000 shares held by a charitable foundation. The
46,000 shares are included in the beneficial ownership amounts reported for
both Mr. E. Crawford and Mr. M. Crawford. Messrs. E. Crawford and M.
Crawford have shared voting power and investment power with respect to
11,700 shares owned by Crawford Container Company. The 11,700 shares are
included in the beneficial ownership amounts reported for

both Mr. E. Crawford and Mr. M. Crawford. Messrs. E. Crawford and M.
Crawford have shared voting power and investment power with respect to
41,401 shares owned by First Francis Company, Inc. The 41,401 shares are
included in the beneficial ownership amounts reported for both Mr. E.
Crawford and Mr. M. Crawford. The address of Mr. M. Crawford is the business
address of the Company.

(c) The totals for Messrs. M. Crawford, Cozean, Fogarty and Elliott include
5,000, 5,000, 5,000 and 10,000 shares, respectively, of the Company's
Restricted Common Stock which carries voting but not investment power.

(d) Based on information set forth on Amendment No. 11 to Schedule 13D as filed
with the Securities and Exchange Commission on December 6, 2002. Includes
1,335,879 shares held by GAMCO Investors, Inc., 198,715 shares held by
Gabelli Funds, LLC, 17,500 shares held by MJG Associates Inc., and 3,339
shares held by Mr. Mario J. Gabelli, as of December 4, 2002. Gabelli Group
Capital Partners, Inc. is the ultimate parent holding company for the above
listed companies, and Mr. Mario J. Gabelli is the majority owner of Gabelli
Group Capital Partners, Inc., which has its principal business office at
One Corporate Center, Rye, New York 10580.

(e) Based on information set forth on Schedule 13G/A as filed with the
Securities and Exchange Commission on February 12, 2003, Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, furnishes
investment advice to four investment companies and serves as investment
manager to certain other investment vehicles, including commingled group
trusts (the "Funds"). Dimensional reported beneficial ownership of 844,917
shares as of December 31, 2002, all of which shares were held by the Funds.
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.

(f) Total also includes 617 shares held under the Individual Account Retirement
Plan of Park-Ohio Industries, Inc. and its subsidiaries as of December 31,
2002.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of filings we believe that all of the directors and
executive officers complied during fiscal year 2002 with the requirements of
Section 16(a) of the Securities and Exchange Act of 1934, with the exception of
Ronna Romney, who filed a Form 4 in December 2002 relating to the purchase of
1,000 shares made in August 2002; Edward F. Crawford who filed a Form 5 in
February 2003 reporting the 9,146 shares in his individual account retirement
plan; and Patrick W. Fogarty who filed a Form 5 in February 2003 reporting the
617 shares in his individual account retirement plan.

CERTAIN MATTERS PERTAINING TO THE BOARD OF DIRECTORS

BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors has established an Executive Committee, an Audit
Committee, a Compensation Committee and an Outside Directors Committee. The
Board has no standing nominating committee. During 2002, the Board held 4
meetings, the Audit Committee held 6 meetings, the Compensation Committee held 1
meeting, the Outside Directors Committee held no meetings, and the Executive
Committee held no meetings. During 2002, each of the directors attended at least
75% of the meetings of the Board and of any committee on which he served.

Except as otherwise provided in the Company Regulations, the Executive
Committee has all powers and rights necessary to exercise the full authority of
the Board of Directors in the management of the business and affairs of the
Company when necessary in between meetings of the Board of Directors. The
Executive Committee consists of Messrs. E. Crawford and Wert, with Mr. Wert as
its chairman.

The Audit Committee is primarily concerned with the effectiveness of the
Company's accounting policies and practices, financial reporting and internal
controls and operates under a written charter. The Audit Committee is authorized
to: (i) make recommendations to the Board of Directors regarding the engagement
of the Company's independent accountants; (ii) review the plan, scope and
results of the annual audit, the independent auditors' letter of comments and
management's response thereto, and the scope of any nonaudit services which may
be performed by the independent auditors; (iii) manage the Company's policies
and procedures with respect to internal accounting and financial controls; (iv)
assess the independence of the Company's independent auditors from management
and the Company; and (v) review any changes in accounting policy. The Audit
Committee consists of Messrs. Hatch and Greene, with Mr. Hatch as its chairman.

The Compensation Committee is authorized and directed to: (i) review and
approve the compensation and benefits of the executive officers; (ii) review and
approve the annual salary plans; (iii) review management organization and
development; (iv) review and advise management regarding the benefits, including
bonuses, and other terms and conditions of employment of other employees; and
(v) administer any stock option plans which may be adopted and the granting of
options under such plans. The Compensation Committee consists of Messrs. Hatch,
Selhorst and Wert, with Mr. Selhorst as its chairman.

The Outside Directors Committee is authorized to review corporate
governance matters, including nominations for the Board of Directors and any
potential conflict of interest that may arise involving certain, if any,
employee directors. The Outside Directors Committee consists of Messrs. Greene,
Hatch, Selhorst, Wert, and Ms. Romney, with Mr. Wert as its chairman.

COMPENSATION OF THE BOARD OF DIRECTORS

The Company compensates non-employee directors for serving on the Board of
Directors and reimburses them for any expenses incurred in connection with Board
of Directors meetings. During 2002, each non-employee director received
compensation in the form of a grant of an option to purchase 6,800 shares of
Common Stock in accordance with the Company's Amended and Restated 1998
Long-Term Incentive Plan.

COMPANY AFFILIATIONS WITH THE BOARD OF DIRECTORS

The following affiliation exists between the Company and nominees or
directors:

Mr. K. Greene is an officer of BPC Group, Inc., an international investment
firm, which in the past has been retained by the Company to provide strategic
business advisory services to the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Compensation Committee during 2002 were
Messrs. Hatch, Selhorst and Wert. No officer or employee served on the
Compensation Committee during 2002.

EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION

The following table sets forth the respective amounts of compensation paid
to the Chairman of the Board and Chief Executive Officer and the four other
highest paid executive officers of the Company (collectively, the "Named
Executive Officers") for each of the years indicated.

LONG-TERM
COMPENSATION
-------------------------
SECURITIES
ANNUAL COMPENSATION RESTRICTED UNDERLYING
NAME AND --------------------------- SHARE OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($)(1) SARS(#)(2) COMPENSATION($)(3)
------------------ ---- --------- -------- ------------ ---------- ------------------

Edward F. Crawford 2002 450,000 0 0 68,701
Chairman of the Board, Chief 2001 450,000 0 300,000 61,995
Executive Officer and
President 2000 491,666 460,700 0 0 57,970

Matthew V. Crawford 2002 156,250 0 0 3,907
Senior Vice President 2001 129,166 0 275,000 3,543
2000 122,916 0 46,250 0 3,493

Richard P. Elliott 2002 275,000 0 0 4,208
Vice President and 2001 275,000 0 5,000 3,709
Chief Financial Officer 2000 152,083 0 92,500 0 335

Ronald J. Cozean 2002 200,000 50,000 0 4,782
Secretary and General 2001 200,000 165,000 60,000 4,360
Counsel(4) 2000 130,000 0 46,250 0 2,935

Patrick W. Fogarty 2002 200,000 0 0 4,782
Director of Corporate 2001 170,575 0 42,000 4,360
Development 2000 140,000 0 46,250 0 3,735

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

(1) This column reflects the market value of restricted shares on the date of
grant. The number of restricted share awards and the value of the restricted
shares at December 31, 2002 held by Messrs. M. Crawford, Cozean, Fogarty and
Elliott is 5,000, $20,800; 5,000, $20,800; 5,000, $20,800; and 10,000,
$41,600, respectively.

(2) Reflects the number of shares of Common Stock of the Company covered by
stock options granted during the years shown. No stock appreciation rights
("SARs") were granted to the Named Executive Officers during the years
shown.

(3) For the year ended December 31, 2002, all other compensation includes
contributions made by the Company under the Company's Individual Account
Retirement Plan as follows: Messrs. E. Crawford $4,000; M. Crawford $3,125;
Cozean $4,000; Fogarty $4,000 and Elliott $4,000; and insurance premiums
paid by the Company to Mr. E. Crawford in the amount of $64,701; to each of
Messrs. M. Crawford, Cozean and Fogarty in the amount of $782; and to Mr.
Elliott in the amount of $208.

(4) As of December 5, 2002, Mr. Cozean assumed the position of President of Ajax
Tocco Magnethermic, an operating unit of the Company. As a result, Mr.
Cozean resigned his positions as Secretary and General Counsel.

STOCK BASED COMPENSATION, INCLUDING OPTIONS

The Park-Ohio Holdings Corp. Amended and Restated 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 1,650,000, subject to adjustment under certain circumstances
when the number of outstanding shares changes. The option price for stock
options granted under the 1998 Plan is fixed by the Compensation Committee, but
in no event will it be less than the fair market value of the Company's Common
Stock on the date of grant. The 1998 Plan continues in effect until terminated
by the Board of Directors.

The Compensation Committee did not grant stock options to the executives of
the Company during 2002 under the Plan.

AGGREGATED OPTION/SAR EXERCISES IN 2002
AND DECEMBER 31, 2002 OPTION/SAR VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES $ DECEMBER 31, 2002 DECEMBER 31, 2002
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------- ----------------- -----------------

Edward F. Crawford None N/A 300,000/0 $ 675,000/0
Matthew V. Crawford None N/A 141,666/133,334 $318,748/300,001
Ronald J. Cozean None N/A 53,333/6,667 $ 119,999/15,001
Patrick W. Fogarty None N/A 38,666/3,334 $ 86,998/7,501
Richard P. Elliott None N/A 1,666/3,334 $ 3,748/7,501

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

(1) The "Value of Unexercised In-the-Money Options/SARs at December 31, 2002"
was calculated by determining the difference between the fair market value
of the underlying Common Stock at December 31, 2002 (the Nasdaq closing
price of the Park-Ohio Common Stock on December 31, 2002 was $4.160) and the
exercise price of the option. An option is "In-the-Money" when the fair
market value of the underlying Park-Ohio Common Stock exceeds the exercise
price of the option.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The following report of the Compensation Committee and the performance
graphs included elsewhere in this proxy statement do not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this
Report or the performance graphs by reference therein.

The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for fiscal 2002.

WHAT IS THE COMPANY'S PHILOSOPHY OF EXECUTIVE OFFICER COMPENSATION?

The Company has structured its executive compensation program to support the
objectives and entrepreneurial culture of the Company. The Company's
compensation program for executives consists of three key elements:

- a base salary,

- a performance-based annual bonus, and

- periodic grants of stock based compensation (options, restricted
shares, etc.)

Under this approach, a substantial proportion of executive pay (bonus and stock
based compensation) is "at risk". The variable annual bonus is based, in
significant part, on Company performance. Stock based compensation relates a
significant portion of long-term remuneration directly to stock price
appreciation and aligns the interests of executives with the interests of the
Company's shareholders. We believe that this three-part approach best serves the
interests of the Company and its shareholders.

BASE SALARY. Base salaries for the Company's executive officers other than
the Chief Executive Officer, including any annual or other adjustments, are
based upon recommendations by the Chief Executive Officer, taking into account
such factors as competitive industry salaries, a subjective assessment of the
nature of the position and the contribution and experience of the officer and
the length of the officer's service.

ANNUAL BONUS. Awards of annual bonuses to executive officers, other than
the Chief Executive Officer, are based upon recommendations by the Chief
Executive Officer. In making his recommendations, the Chief Executive Officer
considers the performance of the Company in meeting financial targets and each
executive's individual efforts unrelated to Company financial performance. The
financial targets are based on one or more of the following business criteria:

- net income

- earnings before interest, taxes depreciation and amortization

- return on assets,

- earnings per share, or

- any combination of the above.

For fiscal 2002, the Chief Executive Officer determined that the 2002
financial targets for net income had not been achieved. Consequently, no annual
bonuses were paid based on Company performance. However, a special bonus was
paid to one executive, Ronald J. Cozean, for extraordinary services to the
Company related to the acquisition and organization of Ajax Tocco Magnethermic,
a subsidiary of the Company.

STOCK BASED COMPENSATION. Award of stock based compensation to executive
officers, other than the Chief executive Officer, are based upon recommendations
by the Chief Executive Officer. For fiscal 2002, the Chief Executive Officer
recommended to the Compensation Committee no stock options be granted based on
his subjective assessment of the contribution of the officer's service.

All decisions to grant stock options are in the sole discretion of the
Compensation Committee. While options typically vest over a three-year period,
options granted to certain executive officers may have shorter vesting periods.

HOW IS THE COMPANY'S CHIEF EXECUTIVE OFFICER COMPENSATED?

As Chief Executive Officer, Mr. Crawford receives an annual base salary of
$500,000. Even though Mr. Crawford is entitled to receive a $500,000 annual base
salary, Mr. Crawford voluntarily reduced his annual base salary by $50,000. Mr.
Crawford is eligible to receive an annual bonus and stock based compensation.
Annual bonuses for Mr. Crawford are generally based upon the Company meeting
performance targets. The Compensation Committee may award a bonus to Mr.
Crawford despite performance targets not being met when the Compensation
Committee, in its sole discretion, deems it appropriate. The 2002 performance
target for net income was not met. Mr. Crawford received no bonus for 2002. Mr.
Crawford received no new awards of stock based compensation in 2002.

HOW IS THE COMPANY ADDRESSING INTERNAL REVENUE CODE LIMITS ON DEDUCTIBILITY OF
COMPENSATION?

Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public corporations for compensation over $1,000,000 paid for any
fiscal year to the corporation's chief executive officer and four other most
highly compensated executive officers as of the end of any fiscal year. However,
the status exempts qualifying performance-based compensation from the deduction
limit if certain requirements are met.

The Compensation Committee believes that it is generally in the Company's
best interests to attempt to structure performance-based compensation, including
stock option grants and annual bonuses, to executive officers who may be subject
to Section 162(m) in a manner that satisfies the statute's requirements. However
the Committee also recognizes the need to retain flexibility to make
compensation decisions that may not meet Section 162(m) standards when necessary
to enable the Company to meet its overall objectives, even if the Company may
not deduct all of the compensation. Accordingly, the Board and the Compensation
Committee have expressly reserved the authority to award non-deductible
compensation in appropriate circumstances.

During 2002, the members of the Compensation Committee were:

Lewis E. Hatch, Jr.
Lawrence O. Selhorst, Chairman
James W. Wert

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this
Report by reference therein.

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. The Committee recommends the selection of the
independent auditors to the Board. The Committee is normally composed of three
independent directors, each of whom is independent as defined under the NASD
listing standards. Currently the Audit Committee is composed of two members,
Messrs. Hatch and Greene. The Board is actively seeking to fill the current
vacancy due to the retirement of Mr. McGinty. The Committee operates under a
written charter adopted by the Board of Directors on May 4, 2000.

Management is responsible for the Company's internal controls and financial
reporting process. The independent auditors are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with auditing standards generally accepted in the United States of
America and to issue a report thereon. The Committee's responsibility is to
monitor and oversee these processes.

In connection with these responsibilities, the Committee met with
management and Ernst & Young LLP to review and discuss the audited consolidated
financial statements for the year ended December 31, 2002. The Committee
discussed with Ernst & Young LLP their judgments as to the quality, not just the
acceptability, of the Company's accounting principles and such other matters as
are required by Statement on Auditing Standards No. 61 (Communication with Audit
Committees). In addition, the Committee has received the written disclosures and
the letter from Ernst & Young LLP required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committee), has discussed
with Ernst & Young LLP its independence from management and has considered the
compatibility of nonaudit services with the auditors' independence.

The Committee meets with the internal and independent auditors, with and
without management present, to discuss the overall scope and plans for their
respective audits, the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting.

IN RELIANCE ON THE REVIEWS AND DISCUSSIONS REFERRED TO ABOVE, THE COMMITTEE
RECOMMENDED TO THE BOARD OF DIRECTORS, AND THE BOARD OF DIRECTORS HAS APPROVED,
THAT THE AUDITED FINANCIAL STATEMENTS BE INCLUDED IN THE ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002. WE ALSO RECOMMENDED THE
SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2003
AND BASED ON THAT RECOMMENDATION, THE BOARD HAS SELECTED ERNST & YOUNG LLP AS
THE COMPANY'S INDEPENDENT AUDITORS FOR 2003.

THE AUDIT COMMITTEE
Lewis E. Hatch, Jr., Chairman
Kevin R. Greene

PRINCIPAL ACCOUNTING FIRM FEES

AUDIT AND NON-AUDIT FEES

The following table presents fees for professional audit services rendered
by Ernst & Young LLP for the audit of the Company's annual financial statements
for 2002, and fees billed for other services rendered by Ernst & Young LLP for
fiscal 2002:

Audit fees.................................................. $427,000
========
Financial information systems design and implementation..... $ 0
========
All other fees:
Other audit-related fees (a).............................. $204,000
Non-audit-related fees (b)................................ 71,000
--------
Total all other fees........................................ $275,000
========

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

(a) Other audit-related services consist principally of audits of employee
benefit plans, statutory audits and technical accounting assistance.

(b) Non-audit-related services, principally consist of tax advisory services and
employee benefit services.

All non-audit services were reviewed with the Audit Committee, which
concluded that the provision of such services by Ernst & Young LLP was
compatible with the maintenance of that firm's independence in the conduct of
its auditing functions.

April 10, 2003

PERFORMANCE COMPARISONS

The graph and chart set forth below compare the cumulative total
shareholder return of the Company's Common Stock for the five years ended
December 31, 2002 to (a) the Total Return Index for the Nasdaq Stock Market
(U.S. Companies), and (b) the S&P SmallCap Performance 600. In all cases shown,
the chart assumes the investment of $100 on December 31, 1997 and the
reinvestment of all dividends.

The Company has chosen the S&P SmallCap Performance 600 Index as an index
of issuers with similar market capitalizations because the Company does not
believe it can reasonably identify a peer group or select an appropriate
published industry or line-of-business index. Such industry or line-of-business
indices are comprised primarily of either retailers or manufacturers whose
business is not substantially similar to the Company's businesses.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
PARK-OHIO, NASDAQ STOCK MARKET (U.S. COMPANIES) AND
S&P SMALL CAP PERFORMANCE 600 INDEX

NASDAQ STOCK MARKET (US S&P SMALL CAP
PARK-OHIO HOLDINGS CORP. COMPANIES)(1) PERFORMANCE 600
------------------------ ----------------------- ---------------

1997 100.00 100.00 100.00
1998 82.90 141.00 96.30
1999 54.10 261.50 107.40
2000 26.70 157.80 119.20
2001 17.40 125.20 126.10
2002 22.80 86.50 106.80

1997 1998 1999 2000 2001 2002
--------------------------------------------------------------------------------------------

Park-Ohio Holdings Corp. 100.0 82.9 54.1 26.7 17.4 22.8
--------------------------------------------------------------------------------------------
Nasdaq Stock Market (US Companies)(1) 100.0 141.0 261.5 157.8 125.2 86.5
--------------------------------------------------------------------------------------------
S&P Small Cap Performance 600 100.0 96.3 107.4 119.2 126.1 106.8

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

(1) The index is issued by the University of Chicago Graduate School of
Business, Center for Research in Security Prices.

CERTAIN TRANSACTIONS

General Aluminum Mfg. Company ("General Aluminum"), a wholly-owned
subsidiary of the Company, leases space in three buildings in Conneaut, Ohio:
(i) a 91,500 square foot facility owned by a company owned by Mr. M. Crawford,
at a monthly rent of $27,000; (ii) an additional 70,000 square foot attached
facility owned by the same company, at a monthly rent of $9,000; and (iii) a
separate 50,000 square foot facility owned by Mrs. E. Crawford, at a monthly
rent of $3,000. In addition, General Aluminum leases a 125,000 square foot
facility in Huntington, Indiana owned by a company owned by Mr. E. Crawford, at
a monthly rent of $9,000.

Park-Ohio Products, Inc., a wholly-owned subsidiary of the Company, leases
a 150,000 square foot facility in Cleveland, Ohio on a month-to-month basis for
$26,233. This facility is owned by a company whose shareholder is Mr. M.
Crawford. The Company is currently in discussions with Mr. M. Crawford for a
long-term lease for the facility with current market terms. This lease will be
subject to the approval of the Company's Directors.

The Company believes that the foregoing transactions were all on terms at
least as favorable to the Company as if negotiated on an arms-length basis with
unrelated third parties.

APPOINTMENT OF INDEPENDENT AUDITORS

Upon recommendation of the Audit Committee, the Board of Directors has
appointed Ernst & Young LLP independent public accountants, to audit and report
on the consolidated financial statements of the Company for the fiscal year
ending December 31, 2003 and to perform such other services as may be required
of them. In making its recommendation, the Audit Committee reviewed both the
audit scope and estimated fees of Ernst & Young for the audit of the 2002
financial statements.

Representatives of Ernst & Young will have an opportunity to make a
statement at the Annual Meeting, if they so desire, and will be available to
respond to appropriate shareholders' questions.

SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING

Any shareholder who intends to present a proposal at the 2004 annual
meeting must give notice, in compliance with Section 6 of the Company
Regulations, to the Secretary of the Company at 23000 Euclid Avenue, Cleveland,
Ohio 44117. The notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however in the event
that less than seventy-five (75) days notice or prior public disclosure of the
date of the meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the fifteenth (15th) day following the earlier of the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. To have the proposal included in the Company's proxy statement and form of
proxy for that meeting, the shareholder must, in addition to complying with the
applicable laws and regulations governing the submission of such proposals,
deliver the proposal in writing to the Secretary of the Company for
consideration not later than December 15, 2003.

ANNUAL REPORT

The integrated Annual Report and Form 10-K of the Company for the year
ended December 31, 2002 is being mailed to each shareholder of record with this
Proxy Statement. Additional copies may be obtained from the undersigned.

PARK-OHIO HOLDINGS CORP.

ROBERT D. VILSACK
Secretary and General Counsel
April 14, 2003

DIRECTIONS TO THE MANOR
24111 TUNGSTEN ROAD
EUCLID, OHIO 44117

The Manor is in Heritage Business Park, on the North
Side of Euclid Avenue just East of the Park-Ohio
Headquarters, between Babbitt Road and East 222.

DETACH CARD
--------------------------------------------------------------------------------

PROXY SOLICITED ON BEHALF OF THE
[PARK-OHIO HOLDINGS CORP. LOGO] BOARD OF DIRECTORS

James W. Wert and Kevin R. Greene or either of them, are hereby
authorized, with full power of substitution, to represent and
vote the Common Stock of the undersigned at the annual meeting
of shareholders of Park-Ohio Holdings Corp. to be held at The
Manor, 24111 Tungsten Road, Euclid, Ohio 44117 on May 22, 2003,
and any and all adjournments, postponements or continuations
thereof.

IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, SHARES
P REPRESENTED HEREBY WILL BE VOTED IN THE MANNER SPECIFIED BY THE
R SHAREHOLDER. IF NO SPECIFICATION IS MADE, SHARES WILL BE VOTED
O FOR THE ELECTION OF THE PERSONS NOMINATED AS DIRECTORS PURSUANT
X TO THE PROXY STATEMENT.
Y
1. THE ELECTION OF DIRECTORS

FOR all nominees listed below [ ]
(except as otherwise marked below)

WITHHOLD AUTHORITY [ ]
to vote for all nominees listed below

Matthew V. Crawford, Lewis E. Hatch, Jr. and
Lawrence O. Selhorst

(Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name.)

DETACH CARD
--------------------------------------------------------------------------------

(Continued from reverse side)

2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.

DATE: , 2003
---------------

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

--------------------------
(Sign here)

NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.

DIRECTIONS TO THE MANOR
24111 TUNGSTEN ROAD
EUCLID, OHIO 44117

The Manor is in Heritage Business Park, on the North
Side of Euclid Avenue just East of the Park-Ohio
Headquarters, between Babbitt Road and East 222.

DETACH CARD
--------------------------------------------------------------------------------

CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE
[PARK-OHIO HOLDINGS CORP. LOGO] BOARD OF DIRECTORS

To Charles Schwab Retirement Plan Services, Trustee of the
Individual Account Retirement Plan of Park-Ohio Industries,
Inc. and Its Subsidiaries (the "Plan"): The undersigned, a
participant in the Plan, hereby directs the Trustee to vote in
person or by proxy (a) all common shares of Park-Ohio Holdings
V Corp. credited to the undersigned's account under the Plan on
the record date ("allocated shares"); and (b) the proportionate
O number of common shares of Park-Ohio Holdings Corp. allocated
to the accounts of other participants in the Plan, but for
T which the Trustee does not receive valid voting instructions
("non-directed shares") and as to which the undersigned is
I entitled to direct the voting in accordance with the Plan
provisions at the annual meeting of shareholders of Park-Ohio
N Holdings Corp. to be held at The Manor, 24111 Tungsten Road,
Euclid, Ohio 44117, on May 22, 2003, and any and all
G adjournments, postponements, or continuations thereof. Under
the Plan, shares allocated to the accounts of participants for
which the Trustee does not receive timely directions in the
form of a signed voting instruction card are voted by the
I Trustee as directed by the participants who timely tender a
signed voting instruction card. By completing this Confidential
N Voting Instruction Card and returning it to the Trustee, you
are authorizing the Trustee to vote allocated shares and a
S proportionate amount of the non-directed shares held in the
Plan. The number of non-directed shares for which you may
T instruct the Trustee to vote will depend on how many other
participants exercise their right to direct the voting of their
R allocated shares. Any participant wishing to vote the
nondirected shares differently from the allocated shares may do
U so by requesting a separate voting instruction card from the
Trustee at (330) 908-4541.
C
IF THIS CONFIDENTIAL VOTING INSTRUCTION CARD IS PROPERLY
T EXECUTED AND RETURNED, SHARES REPRESENTED HEREBY WILL BE VOTED
IN THE MANNER SPECIFIED BY THE PARTICIPANT.
I
1. THE ELECTION OF DIRECTORS
O
FOR all nominees listed below [ ]
N (except as otherwise marked below)

S WITHHOLD AUTHORITY [ ]
to vote for all nominees listed below

Matthew V. Crawford, Lewis E. Hatch, Jr. and
Lawrence O. Selhorst

(Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name.)

DETACH CARD
--------------------------------------------------------------------------------

(Continued from reverse side)

2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF.

DATE: , 2003
---------------

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

--------------------------
(Sign here)

NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.