Park-Ohio Holdings Corp. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   November 22, 2004

Park-Ohio Holdings Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Ohio 000-03134 34-1867219
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
23000 Euclid Avenue, Cleveland, Ohio   44117
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   216-692-7200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01. Other Events.

On November 22, 2004, Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp. (the "Company"), announced that it agreed to sell $210 million of 8.375% Senior Subordinated Notes due 2014 in a transaction exempt from the registration requirements of the Securities Act of 1933. Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release issued November 22, 2004 as Exhibit 99.1 hereto.

The Senior Subordinated Notes to be sold will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.





Item 9.01. Financial Statements and Exhibits.

(c) Exhibit Description

99.1 Park-Ohio Holdings Corp. Press Release, dated Novmeber 22, 2004.





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Park-Ohio Holdings Corp.
          
November 23, 2004   By:   Robert D. Vilsack
       
        Name: Robert D. Vilsack
        Title: Secretary

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Park-Ohio Holdings Corp. Press Release, dated November 22, 2004.